|  |  |
| --- | --- |
|  |  |
|  |  |
|  |  |
|  | INVESTEC ANNUAL REPORT  2025 |
|  |  |
|  | Investec Bank plc  annual financial statements |

#### Key to icons

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  | Alternative performance measures  We supplement our IFRS figures with  alternative performance measures used  by management internally and which provide  valuable, relevant information. These  measures are highlighted with the symbol  shown here. The description of alternative  performance measures and their calculation  is provided in the alternative performance  measures section. |
|  |  |  |
|  |  | Audited information  Denotes information in the risk and  remuneration reports that forms part of the  Group's audited annual financial statements. |
|  |  |  |
|  |  | Page references  Refers readers to information elsewhere  in this report. |
|  |  |  |
|  |  | Website  Indicates that additional information  is available on our website:  www.investec.com |
|  |  |  |
| Group_sustainability.svg |  | Group sustainability  Refers readers to further information in  the Investec Group's 2025 sustainability  report which is published and available on  our website:  www.investec.com |
|  |  |  |
| Reporting_standard.svg |  | Reporting standard  Denotes our consideration of  a reporting standard. |
|  |  |  |
| Unaudited_information.svg |  | Unaudited information  Indicated information which has  not been audited. |
|  |  |  |
| Strategic_report.svg |  | Strategic report  The operational and strategic overview  section together with the financial review  section (sections 1 and 2 of this report  respectively, and together, the strategic  report) provide an overview of our strategic  position, performance during the financial year  and outlook for the business. These should be  read in conjunction with the sections  referenced below which elaborate on the  aspects highlighted in the strategic report:  • The risk management section in section 3  of this report which provides a description  of the principal risks and uncertainties  facing the company; and  • The Investec Group's 2025 sustainability  report on our website which highlights the  sustainability, economic, social and  environmental considerations. |
|  |  |  |
| Integrating_sustainability.svg |  | Integrating sustainability  Indicates where we have  incorporated sustainability content,  aims and ambitions. |

Feedback

We value feedback and invite questions and comments on

our reporting. To give feedback please contact our Investor

Relations division.

For queries regarding information in this document:

Investor relations

Tel:(27) 11 291 0178

(44) 20 7597 5504

Email:investorrelations@investec.com

|  |  |
| --- | --- |
|  |  |
|  | [www.investec.com/en\_za/](www.investec.com/en_za/welcome-to-investec/about-us/investor-relations.html)  [welcome-to-investec/about-us/](www.investec.com/en_za/welcome-to-investec/about-us/investor-relations.html)  [investor-relations.html](www.investec.com/en_za/welcome-to-investec/about-us/investor-relations.html) |

1

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Strategic focus | CONTENTS |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CONTENTS | | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 01 | Operational and strategic  overview |  | Sections 01 to 02 comprise our Strategic Report |  |
|  | Our business at a glance | [4](#i447e4d363cd344738300acdd42f0e3a0_3762) |
|  | Our operational footprint | [6](#i447e4d363cd344738300acdd42f0e3a0_40) |
|  | Overview of the Investec Group’s and Investec Bank plc’s  organisational structure | [8](#i447e4d363cd344738300acdd42f0e3a0_25) |
|  |  | Our strategic objectives | [9](#i447e4d363cd344738300acdd42f0e3a0_58) |
|  |  | Our performance at a glance | [11](#i447e4d363cd344738300acdd42f0e3a0_73) |
|  |  | Stakeholder engagement (Section 172 statement) | [15](#i447e4d363cd344738300acdd42f0e3a0_88) |
|  |  |  |  |  |
| 02 | Financial review |  | Salient features | [26](#i447e4d363cd344738300acdd42f0e3a0_109) |
|  | Pro-forma income statements | [27](#i447e4d363cd344738300acdd42f0e3a0_112) |
|  | Financial review | [28](#i447e4d363cd344738300acdd42f0e3a0_115) |
|  | Divisional review | [32](#i447e4d363cd344738300acdd42f0e3a0_118) |
|  |  |  |
|  |  |  |  |  |
| 03 | Risk management and  governance |  | Risk management approach and framework | [42](#i447e4d363cd344738300acdd42f0e3a0_175) |
|  | Year in review from a risk perspective | [43](#i447e4d363cd344738300acdd42f0e3a0_178) |
|  | Principal risks | [45](#i447e4d363cd344738300acdd42f0e3a0_181) |
|  | Corporate governance | [61](#i447e4d363cd344738300acdd42f0e3a0_190) |
|  | Directors’ report | [88](#i447e4d363cd344738300acdd42f0e3a0_241) |
|  |  |  |
|  |  |  |  |  |
| 04 | Remuneration report |  | Remuneration report | [96](#i447e4d363cd344738300acdd42f0e3a0_250) |
|  |  |  |
|  |  |  |  |  |
| 05 | Annual financial statements |  | Independent auditor’s report to the member of Investec Bank plc | [108](#i447e4d363cd344738300acdd42f0e3a0_3848290701184) |
|  | Consolidated income statement | [119](#i447e4d363cd344738300acdd42f0e3a0_265) |
|  | Consolidated statement of comprehensive income | [120](#i447e4d363cd344738300acdd42f0e3a0_268) |
|  |  | Balance sheets | [121](#i447e4d363cd344738300acdd42f0e3a0_271) |
|  |  | Cash flow statements | [123](#i447e4d363cd344738300acdd42f0e3a0_274) |
|  |  | Statement of changes in equity | [124](#i447e4d363cd344738300acdd42f0e3a0_277) |
|  |  | Accounting policies | [128](#i447e4d363cd344738300acdd42f0e3a0_280) |
|  |  | Notes to the financial statements | [143](#i447e4d363cd344738300acdd42f0e3a0_283) |
|  |  |  | Notes to risk and capital management | [248](#i447e4d363cd344738300acdd42f0e3a0_484) |
|  |  |  |  |  |
| 06 | Sustainability statement |  | Introduction | [296](#i447e4d363cd344738300acdd42f0e3a0_2990) |
|  | ESRS 2: General information | [296](#i447e4d363cd344738300acdd42f0e3a0_2998) |
|  | ESRS E: Environment | [321](#i447e4d363cd344738300acdd42f0e3a0_3004) |
|  |  | ESRS S: Social | [335](#i447e4d363cd344738300acdd42f0e3a0_3011) |
|  |  | ESRS G: Governance | [349](#i447e4d363cd344738300acdd42f0e3a0_3028) |
|  |  | Directors Responsibilities Statement for Sustainability | [356](#i447e4d363cd344738300acdd42f0e3a0_3609) |
|  |  | Independent Practitioners Limited Assurance Report on the  Sustainability Report | [357](#i447e4d363cd344738300acdd42f0e3a0_3914) |
|  |  | Appendix | [360](#i447e4d363cd344738300acdd42f0e3a0_3035) |
|  |  |  |  |  |
|  |  |  | Alternative performance measures | [392](#i447e4d363cd344738300acdd42f0e3a0_532) |
|  |  |  | Definitions | [393](#i447e4d363cd344738300acdd42f0e3a0_535) |
|  |  |  | Glossary | [394](#i447e4d363cd344738300acdd42f0e3a0_538) |
|  |  |  | Credit ratings | [396](#i447e4d363cd344738300acdd42f0e3a0_541) |
|  |  |  | Corporate information | [397](#i447e4d363cd344738300acdd42f0e3a0_544) |

The Independent auditor’s reasonable assurance report in relation to the Electronic Format Annual Financial Report is appended to

the end of the Annual Report.

2

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
|  | | | | | |

|  |
| --- |
|  |
| 01 |
|  |

Operational and

## strategic overview

IN THIS SECTION

|  |  |
| --- | --- |
|  |  |
| [4](#i447e4d363cd344738300acdd42f0e3a0_3762) | Our business at a glance |
|  |  |
| 5 | Our key business highlights |
|  |  |
| [6](#i447e4d363cd344738300acdd42f0e3a0_40) | Investec’s operational footprint |
|  |  |
| [8](#i447e4d363cd344738300acdd42f0e3a0_25) | Overview of the Investec Group’s and Investec Bank plc’s  organisational structure |
|  |  |
|  |  |
| [9](#i447e4d363cd344738300acdd42f0e3a0_58) | Our strategic objectives |
|  |  |
| [10](#i447e4d363cd344738300acdd42f0e3a0_3848290701077) | Overview of the activities of Investec Bank plc |
|  |  |
| [11](#i447e4d363cd344738300acdd42f0e3a0_73) | Our performance at a glance |
|  |  |
| [15](#i447e4d363cd344738300acdd42f0e3a0_88) | Stakeholder engagement (Section 172 statement) |
|  |  |

3

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
|  | | | | | |

|  |
| --- |
|  |
|  |
|  |

#### Our purpose is to create enduring

worth. This underpins who we

are and how we create long-

term sustainable value. This

#### section provides an overview

#### of Investec Bank plc.

4

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OUR BUSINESS AT A GLANCE | | | | | |

#### Our

 purpose is to

# create enduring

|  |
| --- |
|  |
|  |

# worth

|  |  |
| --- | --- |
|  |  |
|  |  |

#### Investec Group’s mission

Investec is a distinctive bank and wealth manager,

driven by commitment to our purpose, values, core

philosophies and culture. We deliver exceptional

service to our clients in the areas of banking and wealth

management, striving to create long-term value for all

of our stakeholders and contributing meaningfully to

our people, communities and the planet.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | |  | Investec Group’s distinction  The Investec distinction is embodied in our entrepreneurial culture,  supported by a strong risk management discipline, client-centric approach  and an ability to be nimble, flexible and innovative. We do not seek to  be all things to all people. Our aim is to build well-defined, value-adding  businesses focused on serving the needs of select market niches where  we can compete effectively and build scale and relevance.  Our unique positioning is reflected in our iconic brand, our high-touch  and high-tech approach and our positive contribution to society, macro-  economic stability and the environment. Ours is a culture that values  purposeful thinking and stimulates extraordinary performance. We take  pride in the strength of our leadership team and our people are  empowered and committed to our values and culture. | |
|  |  |  |  |  |
| Corporate / Institutional /  Government / Intermediary | |  | Private Clients (HNW / High Income) / Charities / Trusts | |
|  | ATAGLANCE_ARROWS.svg | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Specialist Banking | |  |
|  |  |  |  |
|  | Corporate and Investment Banking,  Private Banking | |  |
|  |  |  |  |
|  | Lending | |  |
|  | Transactional banking | |  |
|  | Treasury solutions | |  |
|  | Advisory | |  |
|  | Investment activities | |  |
|  | Deposit-raising activities | |  |
|  |  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Wealth &  Investment | |  |
|  |  |  |  |
|  |  | |  |
|  |  |  |  |
|  | Discretionary wealth management | |  |
|  | Investment advisory services | |  |
|  | Financial planning | |  |
|  | Stockbroking | |  |
|  |  | |  |
|  |  | |  |
|  |  |  |  |

5

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OUR KEY BUSINESS HIGHLIGHTS | | | | | |

|  |  |
| --- | --- |
|  |  |
|  |  |
| Our responsibility | |
|  |  |
| Our purpose to ‘create enduring worth’ is inseparable  from being a sustainable business – it is rooted in the  belief that our contribution to society and the planet  should be an integral part of our business rather than a  peripheral consideration. Our sustainability strategy is  built on the understanding that our business should  actively contribute to the betterment of society and  our planet. | |
|  |  |
|  |  |
| £14.9 billion  sustainable and transition finance by 2030 | |

|  |  |
| --- | --- |
|  |  |
|  |  |
| Our values | |
|  |  |
| Deep client partnerships, built on trust and Out of the  Ordinary service, are the bedrock of our business | |
|  |  |
|  |  |
| We uphold cast-iron integrity in all our dealings,  consistently displaying moral strength | |
|  |  |
|  |  |
| We seek creative, talented people with passion,  energy and stamina, who collaborate unselfishly | |
|  |  |
|  |  |
| We thrive on change and challenge the status quo  with courage, constantly innovating and adapting to an  ever-changing world | |
|  |  |
|  |  |
| We believe in open and honest dialogue to test  decisions, seek consensus and accept responsibility | |
|  |  |
|  |  |
| We pursue diversity and strive to create an  environment in which everyone can bring their  whole selves | |
|  |  |
|  |  |
| We show care for people, support our colleagues and  respect the dignity and worth of the individual | |
|  |  |
|  |  |
| We are committed to living in society, not off it,  contributing meaningfully to the communities  in which we operate | |
|  |  |
|  |  |
| We embrace our responsibility to the environment  and the wellbeing of our planet | |
|  |  |
|  |  |
| We trust our people to exercise their judgement,  promoting entrepreneurial flair and freedom to operate  with risk consciousness and unwavering adherence  to our values | |

|  |  |
| --- | --- |
|  |  |
|  |  |
| Investec Group’s investment proposition | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
| 1 |  | 2 |  | 3 |
| Well-capitalised and highly liquid  balance sheet |  | Committed to optimising  shareholder returns – managing  capital dynamically and allocating it  to activities that generate returns  above cost of capital |  | Diversified mix of earnings by  business and geography |
|  |  |  |  |  |
| 4 |  | 5 |  | 6 |
| Building scale and leveraging our  existing franchises – we operate in  large and growing markets |  | Executing on specific growth  initiatives to drive entrenchment  and positive incremental returns |  | Clear path to achieving the  upper end of our medium-term  targets |

6

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| INVESTEC’S OPERATIONAL FOOTPRINT | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | | |

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Investec’s main  international  footprint | | | | | |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
| Since inception, Investec has  expanded through a  combination of substantial  organic growth and a series of  strategic acquisitions.  Our focus today is on growth  in our chosen markets. | | | |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
| Wealth-Investment-Activities.png | Wealth & Investment Activities | | |  |  |  |  |  |  |
| Private Client.png | Private Client Banking Activities | | |  |  |  |  |  |  |
| Corporate Investment.png | Corporate and Investment Banking Activities | | |  |  |  |  |  |  |
| Corporate Advisory.png | Corporate Advisory and Investment Activities | | |  |  |  |  |  |  |
| Property.png | Property Activities | | |  |  |  |  |  |  |
|  | Securities | | |  |  |  |  |  |  |
|  |  | | |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

|  |
| --- |
|  |
| USA  USA.png |
| Established a  presence in 1998 |
| Energy and  Infrastructure  Finance,  Fund Solutions,  Aviation Finance and  Institutional Equities  business providing  research and sales  activities |
|  |

|  |
| --- |
|  |
| Ireland  Ireland.png |
| Established a  presence in 1999 |
| Treasury Risk  Solutions and  Institutional Equities  business |
|  |

|  |
| --- |
|  |
| United Kingdom  UK_1.svg |
| Established a  presence in 1992 |
| Corporate,  institutional and  private client banking  activities  Wealth management  services offered  through our long-term  strategic partnership  with Rathbones |

|  |
| --- |
|  |
| Channel Islands |
| Established a  presence in Guernsey  (1998), Jersey (2007)  and Isle of Man (2018) |
| Private banking,  lending and treasury  services to private  clients and financial  intermediaries  Custody and  Execution-only  services through our  independent nominee  company  Wealth management  services offered  through our long-term  strategic partnership  with Rathbones |

|  |
| --- |
|  |
| Switzerland  Switzerland.png |
| Established a  presence in 1974 |
| Private banking and  Wealth management  services offered to  private clients, family  offices, trusts and  corporate service  providers |

7

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| INVESTEC’S OPERATIONAL FOOTPRINT  CONTINUED | | | | | |

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  | | |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

|  |
| --- |
|  |
| Continental Europe  Continental Europe.png |
| Established a  presence in 2023 |
| Investment banking  activities including M&A  advisory, corporate  lending, fund solutions  and risk management  services |

|  |
| --- |
|  |
| Dubai International  Finance Centre (DIFC)  NEW_DUBAI (1).png |
| Established a  presence in 2024 |
| Advisory and arranging  services in private  banking, wealth and  investment  management, as well  as corporate and  investment banking |

|  |
| --- |
|  |
| South Africa  South Africa.png |
| Established a  presence in 1974 |
| Corporate,  institutional and  private client banking  activities  Wealth and  investment  management services  with the ability to  leverage off the global  platform |

|  |
| --- |
|  |
| Mauritius |
| Established a  presence in 1997 |
| Corporate,  institutional and  private client banking  activities  Wealth management  services |

|  |
| --- |
|  |
| India  India.png |
| Established a  presence in 2010 |
| Institutional equities  business providing  research, sales and  trading activities  Sales desk located in  Singapore for Indian  equities to Singaporean  institutional investors  Merchant banking  business connecting  Indian companies with  domestic and  international investors  Investment  management services  in structured credit  and other products |

8

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OVERVIEW OF THE INVESTEC GROUP’S AND INVESTEC BANK PLC’S  ORGANISATIONAL STRUCTURE | | | | | |

#### Investec Bank

#### plc

 (IBP) is the main banking subsidiary of  Investec plc .

During  July 2002, Investec Group Limited (since renamed Investec Limited) implemented a dual listed companies (DLC) structure

and listed its offshore business on the London Stock Exchange (LSE).

In terms of our DLC structure, Investec Limited is the holding company of the Investec Group’s businesses in Southern Africa, and

Investec plc is the holding company of Investec Group’s non-Southern African businesses. Investec Limited is listed on the

Johannesburg Stock Exchange Limited (JSE) South Africa (since 1986) and Investec plc on the LSE (since 2002).

All references in this report to the Bank, IBP or the Group relate to Investec Bank plc and its subsidiaries, whereas references to

Investec, Investec Group or DLC relate to the combined DLC Group comprising Investec plc and Investec Limited.

|  |  |
| --- | --- |
|  |  |
|  | A circular on the establishment of our DLC structure was issued on 20 June 2002 and is available on our website. |

Our DLC structure and main operating subsidiaries and associates

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | | | |  |  |
|  |  |  |  |  |  |
|  | Non-Southern African operations | At_A_Glance_Diagonal_Stripe2.png | |  | Southern African operations |
|  |  |  |  |
|  |  |  |  |
|  | Investec plc |  | Investec Limited |
|  |  |
|  |  |
|  |  |
|  |  |
|  |  |  |  |
|  | LSE primary listing |  | JSE primary listing |
|  | JSE secondary listing |  | BSE secondary listing |
|  | A2X secondary listing |  | NSX secondary listing |
|  |  |  | A2X secondary listing |
|  |  |  |  |  |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | |  |  | |  |
| Investec Bank plc | | | | | | |  | Investec  Bank  Limited | |  | Investec  Wealth &  Investment  International  Group | |  |
|  |  |  |  |  | 41.25% economic interest | | |  |  |
| Rathbones Group plc | | | | | | |  |  |  |

\*All shareholdings in the ordinary share capital of the subsidiaries shown are 100% unless otherwise stated.

Salient features of the DLC structure

• Investec plc and Investec Limited are separate legal entities and have separate listings, but are bound together by contractual

agreements and mechanisms

• Investec operates as if it is a single unified economic enterprise

• Shareholders have common economic and voting interests as if Investec plc and Investec Limited were a single company

• Creditors, however, are ring-fenced to either Investec plc or Investec Limited as there are no cross-guarantees between

the companies.

9

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OUR STRATEGIC OBJECTIVES | | | | | |

#### Our

#### strategy

 defines the

#### strategic choices we make

#### in pursuit of our purpose

of

#### creating enduring worth

.

We have formulated our strategy with a balanced consideration of our stakeholders’ needs and priorities.

|  |  |
| --- | --- |
|  |  |
|  |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| Our  stakeholders | | |  |  |  | Further integrating  sustainability into our  business strategy | |
|  |  |  |  |  |  |  |  |
|  |  |  | Strategic  intent  Disciplined growth |  |  |  |  |
| Clients |  |  |  |  |
| People |  |  |  |  |  |
| Communities |  |  |  |  |  |
| Planet |  |  |  |  |  |  |  |
| Shareholders |  | Purpose | Our strategic  direction | Culture and  values |  |  |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  |  |  | Growth  objectives |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |

#### Our growth objectives

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | W_Connected client ecosystems.svg | | Continued execution  with discipline to drive  optimisation of returns |
|  |
|  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | W_Growth initiatives.svg | | Accelerate and scale  growth initiatives |
|  |
|  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | W_Entrepreneurial culture.svg | | Further develop connected  client ecosystems across  business units and  geographies |
|  |
|  |  |  |

#### Underpinned by

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | W_Optimisation of returns.svg | | Deepening our  entrepreneurial culture  (Out of the Ordinary: speed of  execution & client experience) |
|  |
|  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | W_Digitialisation.svg | | Continuous digitalisation |
|  |
|  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | W_Strategic Use.svg | | Strategic use of data |
|  |
|  |  |  |

10

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OVERVIEW OF THE ACTIVITIES OF INVESTEC BANK PLC | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Specialist banking |  |
|  |  |  |

Our teams are well positioned to provide solutions to meet private, corporate and

institutional clients’ needs. Each business provides specialised products and services

to defined target markets.

|  |
| --- |
|  |
|  |

#### What makes us distinct?

• Provision of high-touch personalised service,

with ability to execute quickly

• Ability to leverage international, cross-border

platforms

• Well positioned to capture opportunities between

the developed and the emerging world

• Strong ability to originate, manufacture and distribute

• Balanced business model with good business depth

and breadth

• Provision of high-quality solutions to corporate and

private clients, with leading positions in select areas.

|  |
| --- |
|  |
|  |

We provide our clients with an extensive depth and breadth of products and services in the corporate mid market,

bespoke solutions to high net worth (HNW) clients and access to a wealth management offering through our

strategic partnership with Rathbones. We leverage our connected client ecosystem to deliver an exceptional client

service with an entrepreneurial approach.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | Private client banking activities |  |  |  |  | Corporate and investment banking activities |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | HNW private clients |  |  |  |  | Corporate, private, intermediary, government  and institutional clients |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | Helping our clients create and preserve wealth with  our high-touch and high-tech private client offering |  |  |  |  | A highly valued partner and adviser to our clients |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | UK, Channel Islands and Switzerland |  |  |  |  | UK and Europe, Channel Islands, USA, India |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | • Lending  • Private capital  • Transactional banking  • Savings  • Foreign exchange. |  |  |  |  | • Lending  • Treasury and risk management solutions  • Advisory  • Institutional research, sales and trading. |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | Our high-touch and high-tech private client offering  provides transactional banking, lending, private capital,  savings and foreign exchange tailored to suit our  clients’ needs.  Our target market includes HNW active wealth creators  (with >£300 000 annual income and >£3 million net asset  value (NAV)). Our savings offering targets primarily UK  retail savers. |  |  |  |  | Our client-centric, solution-driven offering provides  Corporate Banking and Investment Banking services to  private companies, private equity and sponsor-backed  companies and publicly listed companies. |  |
|  |  |  |  |  |  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Natural linkages between the private client and corporate business |  |
|  |  |

11

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OUR PERFORMANCE AT A GLANCE | | | | | |

#### A strong performance in a volatile

#### operating environment

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  |  | Adjusted operating profit\*  increased  3.4% |  |
|  | £496.8mn | |  |
|  | 2024: £480.4 million | |  |
|  |  |  |  |
|  | Earnings attributable to ordinary  shareholder decreased  49.1% \*\* | |  |
|  | £366.4mn | |  |
|  | 2024: £719.6 million | |  |
|  |  |  |  |

\* Pro-forma profit before tax, adjusted to remove

goodwill, acquired intangibles and strategic

actions, including such items within equity-

accounted earnings and non-controlling

interests.

\*\*The decrease in earnings attributable to ordinary

shareholders reflects the significant net gain

recognised in the prior year  associated with the

combination between Investec Wealth &

Investment Limited and Rathbones Group. Refer

to page 208 for additional information.

Note: All prior year numbers in this financial

commentary are presented on a pro-forma basis to

provide information that is more comparable to the

current year, as a result of previously disclosed

strategic actions which completed in the first half of

the prior financial year. Refer to page [27](#i447e4d363cd344738300acdd42f0e3a0_112) for the

reconciliation between the statutory and pro-forma

prior year income statement.

• Pre-provision adjusted operating profit

for the financial year ended 31 March

2025 increased by 4.9%; our

established client franchises in the UK

mid market and selected geographies

performed well in a volatile macro-

economic environment. We have

continued to execute our client

acquisition and entrenchment

strategies as we focus on building

scale and growing market share

• To date, we have established a robust

business foundation and demonstrated

strong performance. We are

strategically investing in our

transactional banking capabilities in

both private and corporate banking to

complement our existing core

specialisations

• Revenue remained flat; strong growth

in net fee and commission income

generated from both our corporate and

investment banking lending franchises

and our M&A Advisory business in line

with our strategy to grow capital light

earnings, was offset by lower net

interest income and lower trading

income from customer flow.

Investment income contributed

positively to revenue

• Operating costs decreased by  4.6%.

Fixed operating cost growth reflects

investment in technology platforms

and strategic projects to enable future

growth, as well as inflationary

pressures. The prior year includes a

£30 million motor finance provision.

Variable remuneration decreased in

line with business performance

• Net core loans grew by 1.4% since

31 March 2024 driven by growth in the

UK residential mortgage lending

portfolio, while the corporate lending

segment remained flat in a constrained

market environment. Moderate growth

across various corporate lending

portfolios was offset by higher levels of

repayments

• ECL impairment charges totalled

£97.0 million, resulting in a credit loss

ratio of 60bps (2024:  58bps). The

increase in ECL charges was largely

driven by Stage 3 ECL charges on

certain exposures. We have seen no

evidence of trend deterioration in the

overall credit quality of our books

• The all-share combination of IW&I UK

and Rathbones successfully completed

at the end of 1H2024, creating a

leading discretionary wealth manager

with £104.1 billion Funds under

Management and Administration

(FUMA) at 31 March 2025

• In the current year Investec Bank Plc

has equity accounted £69.1 million

(FY2024: £66.9 million) being Investec

Bank Plc’s 41.25% share of Rathbones

post-tax underlying profit attributable

to shareholders for their year ended 31

December 2024 of £167.6 million

• Funds under Management (FUM) from

the Wealth and Investment business in

Switzerland increased to £2.7 billion at

31 March 2025 (2024: £2.1 billion)

• Taken together, Investec Bank plc

reported an adjusted operating profit

of £496.8 million for the year

(2024: £480.4 million ).

12

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OUR PERFORMANCE AT A GLANCE  CONTINUED | | | | | |

#### Financial performance

(pro forma)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Adjusted  operating profit  increased  3.4% |  | 2025  £ 496.8mn |
|  |  | 2024  £480.4mn |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Cost to income  ratio |  | 2025  50.2% |
|  |  | 2024  52.5% |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Credit loss ratio |  | 2025  60bps |
|  |  | 2024  58bps |

#### Diversified business model

|  |  |
| --- | --- |
|  |  |
|  | Contribution of adjusted operating profit^ |
| % |  |

![3073]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Specialist Banking |  |  | Wealth & Investment |

^ The prior years have been presented on a pro-forma basis, the prior year pro-

forma income statement can be found on page [27](#i447e4d363cd344738300acdd42f0e3a0_112).

Continued growth of our key earnings drivers

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Customer accounts (deposits)  increased 3.4%  to  £ 21.6 billion |
|  |  |
|  |  |
|  |  |
|  | Core loans  increased  1.4%  to  £16.8 billion |
|  |  |

|  |  |
| --- | --- |
|  |  |
| Customer accounts (deposits) and loans | |
| £’billion | % |

![3279]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Net core loans (LHS) |  |  | Customer accounts (deposits) (LHS) |
|  | Loans as a % of customer  deposits (RHS) |  |  |  |
|  |  |  |  |

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Funds under management  increased 26.3%  to  £ 2.7  billion  reflecting favourable market movements |
|  | Rathbones\* FUMA  of  £104.1 billion  at 31 March 2025  \*   IBP has a 41.25% economic interest in Rathbones |
|  |  |

13

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OUR PERFORMANCE AT A GLANCE  CONTINUED | | | | | |

#### Strong and improved annuity base

|  |  |
| --- | --- |
|  |  |
| Total operating income^ |  |
| £’million | Percentage |

![3323]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Net interest income |  |  | Net fees and commission  income |
|  | Investment and associate  income |  |  | Trading income |
|  | Other operating income |  |  | Annuity income\* as a % of total  operating income |
|  |  |  |

\*Where annuity income is net interest income and annuity fees.

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Revenue was driven by strong growth in fee and commission  income generated from both our corporate lending franchises  and our M&A Advisory business. This was offset by lower net  interest income and lower trading income from customer flow. |
|  |  |

|  |
| --- |
|  |
| Expected credit loss (ECL) impairment charges |
| £’million |

![3396]()

|  |
| --- |
|  |
| Adjusted operating profit – Wealth & Investment^ |
| £’million |

![3401]()

^The prior years have been presented on a pro-forma basis The prior year

pro-forma income statement can be found on page [27](#i447e4d363cd344738300acdd42f0e3a0_112).

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Revenue growth is ahead of cost growth, resulting  in positive jaws^ | |
|  | | |

![3556]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Period-on-period % change in revenue | | | |
|  |
|  | Period-on-period % change in costs | | | |
|  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Fixed operating costs increased by 4.4% excluding the  impact of the £30 million motor finance provision raised in  the prior year. Variable remuneration decreased in line with  business performance. |  |
|  |  |  |

|  |  |
| --- | --- |
|  |  |
| Default and core loans |  |
| £’billion | Percentage |

![3564]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Net core loans (LHS) |  |  | Credit loss ratio (RHS) |
|  |  |  |
|  | Net default loans before collateral as a % of net core loans/Stage 3  exposure net of ECL as a % of net core loans subject to ECL (RHS) | | | |
|  |

|  |
| --- |
|  |
| Adjusted operating profit – Specialist Banking |
| £’million |

![3571]()

14

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| OUR PERFORMANCE AT A GLANCE  CONTINUED | | | | | |

#### Maintained a sound balance sheet

The involvement of executive management ensures stringent management of risk, capital and liquidity as set out below.

#### Capital management

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Capital and leverage ratios remain sound, ahead of internal targets and regulatory requirements.  Investec Bank plc calculates capital requirements using the standardised approach under the Basel III framework, thus our risk  weighted assets represent a large portion of our total assets.  We are comfortable with our Common Equity Tier 1 (CET1) ratio at 13.6% given our solid capital light revenues, and with the  leverage ratio at 10.5% . |  |
|  |  |  |

Capital ratios

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 31 March  2025^ |  | 31 March  2024^ |  |
| Common Equity Tier 1 ratio\* | 13.6% |  | 13.3% |  |
| Common Equity Tier 1 ratio (fully loaded)\*\* | 13.6% |  | 13.2% |  |
| Tier 1 ratio\* | 15.4% |  | 15.9% |  |
| Total Capital ratio\* | 19.2% |  | 19.8% |  |
| Leverage ratio | 10.5% |  | 10.7% |  |
| Leverage ratio (fully loaded)\*\* | 10.5% |  | 10.7% |  |

\*The CET1, Tier 1 and Total Capital ratios are calculated applying the IFRS 9 transitional arrangements.

\*\*The CET1 ratio (fully loaded) and the leverage ratio (fully loaded) assumes full adoption of IFRS 9.

^The capital adequacy and leverage disclosures for Investec Bank Plc include the deduction of foreseeable charges and dividends when calculating CET1 and Tier 1

capital. These disclosures differ from the disclosures included in the Investec Group’s year-end results booklet 2025, which follow our normal basis of presentation

and do not include this deduction. Investec Bank Plc’s CET1 ratio would be 37bps (31 March 2024: 34bps) and leverage ratio 25bps (31 March 2024: 23 bps) higher,

on this basis.

|  |  |
| --- | --- |
|  |  |
|  | Note: Refer to pages [287](#i447e4d363cd344738300acdd42f0e3a0_526)  to  [291](#i7c92788fb1474a82a8a57477341a81fa_14284) for further details. |

#### A well-established liquidity management philosophy remains in place

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Continued to focus on:  • Maintaining a high level of readily available, high-quality  liquid assets targeting a minimum cash to customer  deposit ratio of 25%, with the year-end ratio at  42.2%  • Diversifying funding sources  • Maintaining an appropriate mix of term funding  • Maintaining low reliance on wholesale funding  • Benefitting from a growing retail deposit franchise and  recording an increase in customer deposits.    Liquidity remained strong with cash and near cash  balances amounting to  £9.1 billion  (2024: £9.7 billion ).  Average cash balances remained high as we maintained  a conservative position.  We exceeded the minimum regulatory requirements for the  liquidity coverage ratio (LCR) and net stable funding ratio  (NSFR).  The Bank’s loan to deposit ratio was  78.0%  (2024:  79.5%). |  |
|  |  |  |

|  |
| --- |
|  |
| Cash and near cash trend |

£’million

![4554]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Central bank cash placement  and other HQLA |  |  | Cash |
|  | Near cash |  |  |  |

15

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STAKEHOLDER ENGAGEMENT | | | | | |

#### Listening

#### to and engaging with our

#### stakeholders

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | The Board values the importance of meeting the diverse  needs and expectations of all stakeholders and building  lasting relationships with them. Effective communication  and stakeholder engagement are integral in building  stakeholder value. The Board is committed to providing  meaningful, transparent, timely and accurate financial and  non-financial information to primary stakeholders, enabling  them to make meaningful assessments and informed  investment decisions.  In order to achieve these outcomes, the Board addresses  material matters of significant interest and concern,  highlighting key risks to which the business is exposed and  responses to mitigate these risks.  Investec Bank Plc is a wholly-owned subsidiary of Investec  plc (refer to operational structure on page  [8](#i447e4d363cd344738300acdd42f0e3a0_25)) and as such  has one shareholder. The Investec Bank Plc Board  communicates regularly with the Board of Investec plc.  Certain Investec Bank Plc engagements with its  stakeholders are performed on an Investec Group basis  such as maintenance of its website, investor relations  activity and environmental, social and governance (ESG)  engagement.  Section 172(1) statement  This section of the strategic report describes how  the directors have had regard to the matters set out  in Section 172(1), and forms the directors’ statement  required under the Companies Act 2006. This statement  also provides details of how the directors have  engaged with and had regard to the interests of  our key stakeholders. | |  |
|  |  |  |  |

Strong partnerships and understanding

are essential to the creation of enduring

worth. To be the best we can be, and to

understand stakeholders’ needs, we work

hard to establish the most effective ways

of engaging with them.

Engagement is important to us because it means we can

understand stakeholder views and are able to respond in a

meaningful and impactful way.

We gather feedback through continuous dialogue with our

stakeholders throughout the year to gain an understanding of

their needs. This year, we have also conducted a double

materiality assessment which has helped us further understand

which sustainability-related topics are important to our

stakeholders.

These interactions inform what we focus on, how we engage

with our stakeholders and how, through our strategy and

purpose, we can improve as a business.

As detailed on the pages that follow, the Board’s oversight of

engagement with our stakeholders informed their principal

decisions during the year.

16

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STAKEHOLDER ENGAGEMENT  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  | Our clients |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | At Investec, we are all  about partnerships,  striving to build deep and  long-lasting relationships  with our clients. | |  |  |  |  |  |  |  |
|  |  | How we engage  • Client engagement is managed by senior management and client relationship  managers. The Board receives updates from senior management on key client  issues  • Client engagement has returned to predominantly face-to-face meetings  • Comprehensive, user-friendly website and mobile app  • Regular telephone and email communications  • Industry-relevant events and client marketing events.  Value created in FY2025  • Continued success in HNW client acquisition, growing our client base by 6.6% in  the UK  • We have further developed our ‘One Investec’ mindset, a client-centric approach  which brings all of Investec that is relevant to every client, enabling us to leverage  the whole of our capability to provide solutions most relevant to clients’ needs  • Ranked first in the UK by The Banker in its annual list of best-performing UK  banks  • Ranked within the top 5 European Direct Lenders by the Debtwire 2024 European  Direct Lender Rankings  • Ranked best service from an Asset Based Finance Provider in Moneyfacts  Awards. | | | | |  |
|  |  |  |
|  | What we focus on  • Dependable engagement  • Innovative and creative solutions  • Financial support  • Enhanced cyber security  • Competitive pricing  Material topics  • Client engagement and marketing  • Ethical business conduct  • Data privacy and cyber security | |  |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

![]()

![Stakeholder_clients_wave.png]()

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Our people |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Our culture is the core of  our organisation. We  recognise that enabling an  engaged and diverse  workforce that is deeply  skilled and culturally  embedded is essential for  our success. | | |  |  |  |  |  |  |  |  |
|  | How we engage  • A designated non-executive director (NED) oversees workforce engagement for  the Group across its multiple jurisdictions  • Ongoing communication from executive leadership via email updates and other  digital platforms  • An induction programme hosted by senior leaders for new employees, seeking to  induce and foster our culture, purpose and strategic intent  • Learning, leadership development and diversity programmes offered to all  employees  • Regular staff updates on the Group’s strategy and performance hosted by  executive leadership  • A global employee app offering employees mobile access to our digital workplace  • Ongoing engagements with employees on diversity and inclusion  • Comprehensive wellbeing programme.  Value created in FY2025  • Established our Investec Alumni community enabling alumni to stay connected to  the organisation  • Recognised as an employer of choice, Investec ranked 52nd out of 500 in the  Financial Times UK Best Employers 2025 list  • Focused on the implications of artificial intelligence (AI) in the workplace and  designed learning resources on both AI and sustainability. | | | | | | |  |
|  |  |
|  | What we focus on  • Our purpose, culture and values  • Meaningful communication  • Learning, development and career  progression  • Belonging, inclusion, diversity and  equity  • Physical and mental wellbeing  • Flexible working conditions  • Fair remuneration  Material issues  • Employee mental and physical health  • Belonging, inclusion and diversity  • Employee remuneration  • Employee rights | | |  |
|  |  |  |  |  |  |  |  |  |

![]()

![Stakeholder_people_wave.png]()

\* includes permanent employees, temporary employees and contractors.

17

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STAKEHOLDER ENGAGEMENT  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  | Investors |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | We engage with debt  investors who hold  instruments in Investec  Bank Plc. | | |  |  |  |  |  |  |
|  | How we engage  • Regular meetings with Executive Directors, senior management and Investor  Relations  • Investor roadshows and presentations  • Stock exchange announcements  • Comprehensive investor relations website  • Regular telephone and email communications  • Investor roadshows and presentations.  Value created in FY2025  • Successfully completed a €500 million Senior issuance in February 2025,  resulting in an oversubscribed order book of €1.9 billion  • Engaged with 28 debt investors in the UK and Europe since November, for a non-  deal debt roadshow. | | | | |  |
|  |  |
|  | What we focus on  • Progress against strategic  objectives  • Financial performance and  guidance on future performance  • Credit ratings  • Capital and liquidity position  • Balance sheet resilience  • Business sustainability  Material issues  • Ethical business conduct  • Transparency and disclosures  • Energy transition finance  • Financed emissions | |  |  |
|  |  |  |  |  |  |  |  |  |  |

![]()

![Stakeholder_investors_wave.png]()

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  | Communities |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Our commitment to  societal contribution,  diversity and nurturing  entrepreneurship informs  our community support,  focused on education,  entrepreneurship and the  environment. | |  |  |  |  |  |  |  |
|  |  | How we engage  • Regular meetings, calls and emails with our community partners  • Comprehensive community website and social media platforms to encourage  participation  • Staff volunteering  • Awareness campaigns to educate staff and communities  • Community partners and non-governmental organisations (NGOs) invited to  collaborate at conferences and events.  Value created in FY2025  • Achieved £1.9 million community spend on education and learnerships,  entrepreneurship and job creation, as well as the environment and other  philanthropy initiatives (2024: £2.0 million)  • Funded four social enterprises during the year through the Investec Beyond  Business (IBB) programme  • 3 693 staff volunteering hours in the past year (2024: 3 510 hours)  • Supported 2 812 Arrival learners in the UK since inception  (2024: 2 260 learners)  • Since late 2022, Investec has supported The Felix Project in redistributing the  equivalent of over 640 000 meals to London individuals in need. | | | | |  |
|  |  |  |
|  | What we focus on  • Financial and non-financial support  • Staff volunteerism  • Education and learnership  opportunities  • Skills training and job creation  • Environmental protection  • Climate change and net-zero  commitments | |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

![]()

![Stakeholder_communities_wave.png]()

18

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STAKEHOLDER ENGAGEMENT  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  | Government and regulators | | | | |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | We maintain continuous  engagement with government  and regulators in our key  markets to ensure our  business adapts to evolving  regulatory requirements. | |  | How we engage  • Our Chair of the Board, Board members, CEO and Executive Directors  hold regular meetings with the UK Prudential Regulation Authority  • Regular interactions with the UK Financial Conduct Authority  • Active participation in a number of policy forums  • Attendance of Investec Bank Plc’s Chair NED representation at the FCA’s  Chair and NED banking conference  • Engagement with other industry consultative bodies.  Value created in FY2025  • Received regulatory approval for the rebranding of Capitalmind entities to  Investec in European geographies France, Germany and Netherlands  • Received approval for the appointment of John Reizenstein as Chair of  the IBP Board  • Received approval for the appointment of Vivek Ahuja as a Non-Executive  Director of Investec Bank Plc  • The FCA has awarded a green rating for our Consumer Duty Board  Reporting. | | | | |  |
|  |  |  |
|  |  |  |
|  | What we focus on  • Regulatory compliance and governance  adherence  • Accurate regulatory submissions and returns  • Strong prudential standards and oversight  • Fair treatment of clients and employees  • Financial and operational resilience  • Risk and capital management  • Capital, liquidity and reverse stress testing  • Group tax strategy  Material topics  • Regulatory and legal compliance  • Transparency and disclosures  • Data privacy and cyber security  • Energy transition finance | |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

![Stakeholder_gov_regulators_wave.png]()

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  | Sustainability and climate-focused industry bodies and analysts | | | | | | |  |
|  |  |  |  |  |  |  |  |  |  |
|  | We engage with  sustainability experts and  collaborate with our clients  to actively support a just  transition to a low-carbon,  sustainable economy. | | | How we engage  • Annual sustainability report and factsheets  • Comprehensive sustainability website  • Additional disclosures, including a standalone TCFD report  • Our Chief Executive is a member of the UN Global Investors for Sustainable  Development Alliance (GISD)  • Active industry participation in several sustainability-related forums such as PCAF  and Net-Zero Banking Alliance.  Value created in FY2025  • Introduced an enhanced Sustainable and Transition Finance Classification  Framework, along with a commitment to contribute £14.9 billion towards the  Investec Group’s 2030 target, to promote sustainable and transition finance  activities and support environmental and social outcomes  • Reduced coal exposure to  0.00% of loan book (2024: 0.05%) - successfully  achieving our target of zero coal exposure in the loan book as of September  2024, ahead of our initial timeline of 31 March 2027  • Increased the proportion of renewables in our energy lending portfolio to 73.97%  from 52.35%  • Enhanced the quality and scope of our Scope 3 financed emissions data  • Continued support for our clients with financing that aligns with our priority SDGs  and a just transition to a sustainable economy. | | | | |  |
|  |  |
|  |  |
|  | What we focus on  • Our climate policy and framework  • Enhancing data quality inputs for  Scope 3 emissions and committing  to net zero by 2050  • Managing and mitigating direct  climate change impact within our  operations and indirect climate  change impact through our loan  book and investment portfolio  • Addressing sustainability risks in our  business  Material topics  • Financed emissions  • Energy transition finance  • Employee remuneration | |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

![]()

![Our sustainability and climate-focused_WAVE.svg]()

19

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STAKEHOLDER ENGAGEMENT  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  | Our suppliers | | | | |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | We collaborate with  suppliers and sub-  contractors and expect  them to be resilient as well  as operate and behave  ethically and in an  environmentally and socially  responsible manner. | |  | How we engage  • Engaging suppliers and involving other business functions as required. For  example, the Group sustainability team may conduct a sustainability review  once a supplier is engaged  • Centralised negotiation process  • Procurement questionnaires requesting information on suppliers’  environmental, social and ethical policies  • Screening against ethical supply chain practices  • Due diligence on financial information, cyber security and operational  resilience.  Value created in FY2025  • Consolidated and migrated all our vendor onboarding systems onto one  system, which gives us a view of all third parties  • Continued to improve our due diligence processes around financial crime,  data and information security. Critical third parties are monitored 24/7 to  ensure compliance with agreed Service Level Agreements (SLAs)  • Utilise detailed procurement questionnaires to gather information on  suppliers’ environmental, social and ethical policies to ensure alignment with  our sustainability goals. | | | | |  |
|  |  |  |
|  |  |  |
|  | What we focus on  • Compliance with applicable  environmental, labour and anti-corruption  laws and regulations  • Prompt payment practices  • Fair and transparent RFP and negotiation  practices  • Clear guidance on policies and  procedures, such as due diligence and  onboarding  Material topics  • Ethical business conduct | |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

![Stakeholder_suppliers_wave.png]()

20

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STAKEHOLDER ENGAGEMENT  CONTINUED | | | | | |

Here we outline the principal decisions taken

by the Board during the year and their impact

on our stakeholders.

#### Strategic direction

Context

Following Investec Group’s management

succession in 2018, a comprehensive

strategic review was conducted to

ensure that the Group and all its

subsidiaries including IBP remained well

positioned to serve the long-term

interests of all stakeholders. At the 2019

Capital Markets Day (CMD) the IBP

executive team announced its intention

to simplify and focus the business;

certain strategic actions were identified

to improve capital allocation, operational

performance and long-term growth. In

the five years following the CMD the

Board oversaw the execution of various

decisions taken to progress this strategy,

including the demerger of the Asset

Management business, the closure, sale

and restructure of certain non-core and

subscale businesses, the reduction

of operating costs and delivery of loan

growth and client acquisition.

|  |
| --- |
|  |
|  |

The Board is pleased that the structural

objectives and performance targets

presented at the CMD have been

achieved and in FY2024 the Bank

published upgraded financial target

ranges.

Stakeholders considered in the decision:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Our clients |  |  | Our people |

|  |
| --- |
|  |
|  |

#### How were stakeholder interests considered?

The Investec Group Board has continued its

engagement with shareholders and investors mainly

through one-on-one dialogue, conferences, and results

presentations, and endeavours to incorporate

shareholder feedback in its oversight of strategic

execution. Feedback from investors over the current

and previous financial years reflected a need for the

communication of a path that demonstrates how the

business intends to achieve the upper end of the

upgraded ROE and ROTE targets. This feedback was

considered in the Board’s review of current growth

initiatives and the decision to clearly articulate the

path to achieving the upper end of the Group’s stated

financial targets in the medium term.

The Board also considered the perspective of

employees, ensuring that the evolution of the

Group’s strategy incorporates internal input, and

is appropriately communicated at all levels of the

Group’s operations.

#### Outcomes

Management has identified specific growth initiatives

which will underpin the achievement of the upper end

of upgraded financial targets by FY2030. The Board

has overseen the development of clear, measurable

key performance indicators (KPIs) for each growth

initiative. The path to achieving the upper end of our

targets was communicated in the Investec Group’s

results presentation on 22 May 2025. It is now possible

to track progress against these KPIs and the road to the

upper end of the target range is clear. Management

intends to provide updates to the market on the Bank’s

growth initiatives for Corporate mid-market and for

Private Clients over the coming months.

21

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STAKEHOLDER ENGAGEMENT  CONTINUED | | | | | |

#### Setting

 our sustainable and

#### transition finance target

Context

One of the Board’s key sustainability-

related focus areas for the current

financial year was overseeing progress

in setting a sustainable and transition

finance target. This ambition followed the

release of the Investec Group’s enhanced

Sustainable and Transition Finance

Classification Framework in May 2024.

The aim of this target is to catalyse a shift

in our commercial strategies that increase

sustainability-related outcomes.

#### Stakeholders considered in the decision

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Our  clients |  |  | Our  people |  | BUSINESSMODEL_ICONS-08.svg | Our  communities |
| BUSINESSMODEL_ICONS-10.svg | Our  planet |  |  |  |  |  |  |

#### How were stakeholder interests considered?

• This target emphasises our commitment to assisting

clients in their decarbonisation efforts

• The Bank adopted a bottom-up approach to

target-setting, encouraging understanding and

ownership among our people

• Our people are incentivised through this target to

provide financing to clients who are transitioning

towards a sustainable future

• Feedback gathered from investors during the Investec

Group roadshows was considered in the target-setting

process and the integration of this target into DLC

executive remuneration

• The Bank engaged with clients and our strategic

partner, Holtara (an award-winning sustainability

services provider), to develop innovative financing

mechanisms aimed at making sustainability-linked

loans more affordable and accessible for our clients

• The Bank engaged with sustainability and

climate-focused industry bodies and analysts to

discuss progress and plans, ensuring their insights

were incorporated into the target-setting process.

#### Outcomes

The Investec Group’s target was announced with

the year-end results in May 2025. IBP undertakes to

contribute £14.9 billion towards the Investec Group’s

target to facilitate £18 billion of sustainable and

transition finance by 2030. Our people felt engaged

in the target-setting process, fostering a sense of

ownership that translates into increased motivation to

contribute towards Investec’s sustainability objectives.

22

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STAKEHOLDER ENGAGEMENT  CONTINUED | | | | | |

#### Non-executive succession

Context

During the year, the Board effectively

managed its succession planning in

response to key leadership transitions.

Brian Stevenson stepped down as Chair

and Non-Executive Director of IBP in July

2024, and Zarina Bassa resigned from her

roles as a member of the IBP Board and

IBP Audit Committee in August 2024.

|  |
| --- |
|  |
|  |

Stakeholders considered in the decision:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| BUSINESSMODEL_ICONS-12.svg | Our  regulators |  | BUSINESSMODEL_ICONS-07.svg | Our  investors |  |  | Our  people |

|  |
| --- |
|  |
|  |

#### How were stakeholder interests

#### considered?

In line with established succession planning processes,

the Board continuously reviewed recruitment priorities

to enhance its effectiveness by focusing on the

necessary knowledge, skills and experience required

for future appointments.

The Board developed comprehensive candidate

specifications outlining the necessary skills,

experience and personal attributes to meet the Board’s

strategic needs, committee requirements and

upcoming retirements. This approach aligns with the

Board’s commitment to diversity and inclusivity,

ensuring an unbiased selection process that prioritises

varied backgrounds and perspectives to reflect and

serve the diverse interests of stakeholders.

#### Outcomes

Following a formal and rigorous process, Vivek Ahuja

was appointed as independent Non-Executive Director

to the IBP Board effective March 2025. Additionally,

Vivek was appointed to the IBP Audit Committee.

An accountant by training, Vivek brings extensive

international financial services experience across

banking and private equity, enhancing the Board’s

expertise and strategic capabilities.

Furthermore, John Reizenstein was appointed as Chair

of IBP following Brian Stevenson stepping down in July

2024.

Investec remains committed to continuously reviewing

Board recruitment priorities and assessing the desired

skills and experience of potential candidates to further

enhance Board effectiveness.

23

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 01 |  | Operational and strategic  overview |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
|  | | | | | |

24

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 02 |  | Financial review |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
|  | | | | | |

|  |
| --- |
|  |
| 02 |
|  |

## Financial

## review

IN THIS SECTION

|  |  |
| --- | --- |
|  |  |
| [26](#i447e4d363cd344738300acdd42f0e3a0_109) | Salient features |
|  |  |
| 27 | Pro-forma income statements |
|  |  |
| [28](#i447e4d363cd344738300acdd42f0e3a0_115) | Financial review |
|  |  |
| [32](#i447e4d363cd344738300acdd42f0e3a0_118) | Divisional review |
|  |  |

25

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 02 |  | Financial review |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
|  | | | | | |

|  |
| --- |
|  |
|  |
|  |

#### We have delivered strong

#### financial performance

#### notwithstanding the uncertain

operating environment. This

section contains a review of

#### Investec Bank plc’s results.

26

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 02 |  | Financial review |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| SALIENT FEATURES | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 31 March 2025 | 31 March 2024\* | % change |
| Income statement and selected returns for IBP on a pro-forma basis |  |  |  |
| Earnings attributable to ordinary shareholders (£’000) | 366 419 | 719 609 | (49.1%) |
| Adjusted operating profit (£’000)^^^ | 496 823 | 480 372 | 3.4% |
| Operating costs (£’000) | 597 719 | 626 732 | (4.6%) |
| Cost to income ratio^^ | 50.2% | 52.5% |  |
| Return on average assets\* | 1.3% | 1.3% |  |
| Return on average risk weighted assets\* | 2.0% | 2.1% |  |
| Net interest income as a % of operating income | 66.3% | 69.4% |  |
| Non-interest income as a % of operating income | 33.7% | 30.6% |  |
| Annuity income as a % of total operating income | 69.3% | 70.9% |  |
|  |  |  |  |
|  | 31 March 2025 | 31 March 2024 | % change |
| Balance sheet |  |  |  |
| Total assets (£’million) | 29 734 | 29 838 | (0.3%) |
| Net core loans (£’million) | 16 791 | 16 557 | 1.4% |
| Cash and near cash balances (£’million) | 9 090 | 9 652 | (5.8%) |
| Customer accounts (deposits) (£’million) | 21 555 | 20 851 | 3.4% |
| Funds under management (£’million) | 2 691 | 2 130 | 26.3% |
| Gearing ratio (total assets to equity) | 8.1x | 8.3x\*\* |  |
| Level 3 (fair value assets) as a % of total assets | 9.4% | 8.1\*\* |  |
| Core loans to equity ratio | 4.6x | 4.6x |  |
| Loans and advances to customers as a % of customer deposits | 78.0% | 79.5% |  |
| Credit loss ratio | 0.60% | 0.58% |  |
| Stage 3 exposures as a % of gross core loans subject to ECL | 3.3% | 3.3% |  |
| Stage 3 exposures net of ECL as a % of net core loans subject to ECL | 2.7% | 2.6% |  |
|  |  |  |  |
| Other regulatory ratios |  |  |  |
| LCR (IBP solo basis) | 418% | 519% |  |
| NSFR (IBP solo basis) | 144% | 144% |  |
|  |  |  |  |
| Capital and leverage^ |  |  |  |
| Total Capital ratio | 19.2% | 19.8% |  |
| Tier 1 ratio | 15.4% | 15.9% |  |
| Common Equity Tier 1 ratio | 13.6% | 13.3% |  |
| Leverage ratio | 10.5% | 10.7% |  |

\*Average balances are calculated on a straight-line average.

\*\*Restated as detailed in note 57 on page [242](#i447e4d363cd344738300acdd42f0e3a0_475).

^The capital and leverage ratios are calculated applying the IFRS 9 transitional arrangements.

^^Presented on a pro-forma basis. See page [27](#i447e4d363cd344738300acdd42f0e3a0_112)  for the prior year pro-forma income statement.

^^^Presented on a pro-forma basis. See page [392](#i447e4d363cd344738300acdd42f0e3a0_532) for calculation.

27

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 02 |  | Financial review |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRO FORMA | | | | | |

#### Pro-forma income statements

Given the nature of the IW&I UK transaction, the Group’s economic interest remained similar before and after the transaction. To

provide information that will be more comparable to the future presentation of returns from the Group’s interest in this entity and

given the new holding structures, pro-forma information has been prepared as if the transaction had been in effect from the

beginning of the period, i.e. IW&I UK has been presented as an equity-accounted investment.

All the financial analysis that follows will be based on the pro-forma income statements provided below.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| £’000 | Year to  31 March 2024 | Re-presentation of  Investec Wealth &  Investment Limited | Year to  31 March 2024  Pro forma |
| Interest income | 1 933 984 | — | 1 933 984 |
| Interest expense | (1 105 027) | — | (1 105 027) |
| Net interest income | 828 957 | — | 828 957 |
| Fee and commission income | 178 770 | — | 178 770 |
| Fee and commission expense | (16 381) | — | (16 381) |
| Investment income | 2 625 | — | 2 625 |
| Share of post-taxation profit of associates and  joint venture holdings | 31 287 | 35 855 | 67 142 |
| Trading income/(loss) arising from |  |  |  |
| – customer flow | 103 158 | — | 103 158 |
| – balance sheet management and other trading activities | 27 119 | — | 27 119 |
| Other operating income | 2 915 | — | 2 915 |
| Operating income | 1 158 450 | 35 855 | 1 194 305 |
| Expected credit loss impairment charges | (85 997) | — | (85 997) |
| Operating income after expected credit loss impairment charges | 1 072 453 | 35 855 | 1 108 308 |
| Operating costs | (626 732) | — | (626 732) |
| Operating profit before goodwill, acquired intangibles and strategic actions | 445 721 | 35 855 | 481 576 |
| Amortisation of acquired intangibles | (940) | — | (940) |
| Amortisation of acquired intangibles of associate | (5 679) | — | (5 679) |
| Closure and rundown of the Hong Kong direct investments business | (784) | — | (784) |
| Operating profit | 438 318 | 35 855 | 474 173 |
| Financial impact of strategic actions | (16 576) | — | (16 576) |
| Profit before taxation | 421 742 | 35 855 | 457 597 |
| Taxation on operating profit before goodwill, acquired intangibles and  strategic actions | (96 956) | — | (96 956) |
| Taxation on goodwill, acquired intangibles and strategic actions | 427 | — | 427 |
| Profit after taxation from continuing operations | 325 213 | 35 855 | 361 068 |
| Profit after taxation from discontinued operations\* | 395 600 | (35 855) | 359 745 |
| Profit after taxation | 720 813 | — | 720 813 |
| Profit attributable to other non-controlling interests | (1 204) | — | (1 204) |
| Earnings attributable to shareholder | 719 609 | — | 719 609 |
|  |  |  |  |
| Cost to income ratio | 50.2% |  | 52.5% |

\*Refer to page [207](#i5267682315fb43b7a284679cf0caeb4d_1867) for discontinued operations disclosure.

Note: No adjustments have been made to the balance sheet for the purposes of our pro-forma disclosures.

28

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| 02 |  | Financial review |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| FINANCIAL REVIEW | | | | | |

#### Overview

Investec Bank plc’s adjusted operating profit increased by  3.4% to  £496.8 million for the year ended 31 March 2025

(2024:  £480.4 million) supported by the diversity in our client franchises and geographies and the integrated approach in how we

provide solutions for our clients. We have continued to execute our client acquisition and entrenchment strategies as we focus on

building scale and our growing market share.

#### Income statement analysis

The overview that follows will highlight the main reasons for the variance in the major category line items on the face of the income

statement during the year under review.

Operating income

Operating income £1 191.6 million was  0.2% lower than the prior year. The various components of operating income are analysed

below.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| £’000 | 31 March  2025 | % of total  income |  | 31 March  2024 | % of total  income | % change |  |
| Net interest income | 790 461 | 66.3% |  | 828 957 | 69.4% | (4.6%) |  |
| Net fee and commission income | 180 476 | 15.1% |  | 162 389 | 13.6% | 11.1% |  |
| Investment income | 41 811 | 3.5% |  | 2 625 | 0.2% | >100% |  |
| Share of post-taxation profit of associates and joint venture holdings | 72 380 | 6.1% |  | 67 142 | 5.6% | 7.8% |  |
| Trading income/(loss) arising from |  |  |  |  |  |  |  |
| – customer flow | 85 542 | 7.2% |  | 103 158 | 8.6% | (17.1%) |  |
| – balance sheet management and other trading activities | 14 248 | 1.2% |  | 27 119 | 2.3% | (>100%) |  |
| Other operating income | 6 676 | 0.6% |  | 2 915 | 0.3% | >100% |  |
| Operating income | 1 191 594 | 100.0% |  | 1 194 305 | 100.0% | (0.2%) |  |

The following table sets out information on total operating income before expected credit loss impairment charges on loans

and advances by division for the year under review:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| £’000 | 31 March  2025 | % of total  income |  | 31 March  2024 | % of total  income | % change |  |
| Wealth & Investment | 87 657 | 7.4% |  | 84 824 | 7.1% | 3.3% |  |
| Private Banking | 100 570 | 8.4% |  | 112 861 | 9.4% | (10.9%) |  |
| Corporate, Investment Banking and Other | 1 003 367 | 84.2% |  | 996 620 | 83.4% | 0.7% |  |
| Total operating income | 1 191 594 | 100.0% |  | 1 194 305 | 100.0% | (0.2%) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| % of total operating income | | |
| 31 March 2025  £ 1 191.6  million total operating income |  | 31 March 2024  £ 1 194.3 million total operating income |

![996]()

![1000]()

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Net interest income | 66.3% |  |  | Net interest income | 69.4% |
|  | Net fee and commission income | 15.1% |  |  | Net fee and commission income | 13.6% |
|  | Investment income | 3.5% |  |  | Investment income | 0.2% |
|  | Share of post-taxation profit of associates and joint  venture holdings | 6.1% |  |  | Share of post-taxation profit of associates and joint  venture holdings | 5.6% |
|  | Trading income arising from customer flow | 7.2% |  |  | Trading income arising from customer flow | 8.6% |
|  | Trading income arising from balance sheet management and  other trading activities | 1.2% |  |  | Trading income arising from balance sheet management and  other trading activities | 2.3% |
|  | Other operating income | 0.6% |  |  | Other operating income | 0.3% |

29

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| FINANCIAL REVIEW  CONTINUED | | | | | |

Net interest income

Net interest income decreased by 4.6% to £790.5 million (2024: £ 829.0 million). The benefit of a larger average loan book was

offset by higher cost of funding as deposits repriced higher and lower average interest rates over the period. Our client acquisition

strategies are the key underpin to the sustained loan book growth across diversified specialisations.

|  |  |
| --- | --- |
|  |  |
|  | For a further analysis of interest received and interest paid on a statutory basis refer to page [146](#i447e4d363cd344738300acdd42f0e3a0_289) . |

Net fee and commission income

Net fee and commission income increased by 11.1% to £180.5 million (2024: £162.4 million). Higher lending and arrangement fees

were generated by our corporate & investment banking lending business driven by increased client activity. We have also seen

higher M&A Advisory fees primarily from Capitalmind (now Investec Continental Europe Advisory) our European advisory franchise;

reflecting both improved performance and the impact of a full year of consolidated earnings as it became a subsidiary in June

2023.

|  |  |
| --- | --- |
|  |  |
|  | For a further analysis of net fee and commission income on a statutory basis refer to page [147](#i447e4d363cd344738300acdd42f0e3a0_292) . |

Investment income

Investment income of £41.8 million (2024:  £2.6 million) was largely driven by net fair value gains from equity investments.

|  |  |
| --- | --- |
|  |  |
|  | For a further analysis of investment income on a statutory basis refer to page [147](#i447e4d363cd344738300acdd42f0e3a0_295) . |

Share of post-taxation profit of associates and joint venture holdings

Share of post-tax operating profit of associates and joint venture holdings amounted to £72.4 million (2024: £67.1 million) primarily

consisting of Investec’s share of Rathbones’ reported post-tax underlying profit attributable to shareholders for their year ended

31 December 2024 of £69.1 million (2024: £66.9 million).

Trading income

Trading income from customer flow declined to £85.5 million (2024: £103.2 million), primarily as a result of lower risk management

gains from hedging the significantly reduced financial products rundown book and lower volumes from interest rate and FX hedging

trading desks. This was partially offset by higher equity trading income from customer flow.

Trading income from balance sheet management and other trading activities decreased to £14.2 million (2024:£27.1 million)

reflecting lower gains from the unwind of certain interest rate swap hedges as part of the implementation of the structural interest

rate hedging programme relative to the prior year.

Other operating income

Other operating income mainly consists of income earned on operating lease rentals.

Expected credit loss impairment charges

Total ECL impairment charges totalled £97.0 million (2024: £86.0 million), resulting in a credit loss ratio of 60bps (2024: 58bps),

in line with guidance provided during the year. The increase in ECL charges was largely driven by Stage 3 ECL charges on certain

exposures. We have seen no evidence of trend deterioration in the overall credit quality of our books.

Stage 3 exposures remained stable at 3.3% of gross loans subject to ECL (2024: 3.3%). We have seen a reduction in exposures

migrating into Stage 3.

|  |  |
| --- | --- |
|  |  |
|  | Refer to pages [252](#i447e4d363cd344738300acdd42f0e3a0_493)  for further information on asset quality and page  [253](#i8683aa45f40141da8629043c9d38f60b_7966)  for a breakdown of the expected credit loss impairment  charges. |

30

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| FINANCIAL REVIEW  CONTINUED | | | | | |

Operating costs

Operating costs decreased by 4.6% to £597.7 million (2024: £626.7 million). Fixed operating cost growth reflects investment in

technology platforms and strategic projects to enable future growth as well as inflationary pressure. The prior year includes a

£30 million motor finance provision. Variable remuneration decreased in line with business performance. The cost to income ratio

improved to 50.2% (2024: 52.5%).

The various components of operating costs are analysed below:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| £’000 | 31 March  2025 | % of  operating  costs |  | 31 March  2024 | % of  operating  costs | % change |  |
| Staff costs (including directors' remuneration) | 419 115 | 70.1% |  | 428 575 | 68.4% | (2.2%) |  |
| Premises expenses (including depreciation) | 27 156 | 4.5% |  | 28 560 | 4.5% | (4.9%) |  |
| Equipment expenses (excluding depreciation) | 48 152 | 8.1% |  | 50 813 | 8.1% | (5.2%) |  |
| Business expenses | 84 002 | 14.1% |  | 106 306 | 17.0% | (21.0%) |  |
| Marketing expenses | 13 129 | 2.2% |  | 9 352 | 1.5% | 40.4% |  |
| Depreciation, amortisation and impairment of equipment and intangibles | 6 165 | 1.0% |  | 3 126 | 0.5% | 97.2% |  |
| Operating costs | 597 719 | 100.0% |  | 626 732 | 100.0% | (4.6%) |  |

The following table sets out information on operating costs by division for the year under review:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| £’000 | 31 March  2024 | % of  operating  costs |  | 31 March  2024 | % of  operating  costs | % change |  |
| Wealth & Investment | 15 366 | 2.6% |  | 14 178 | 2.2% | 8.4% |  |
| Private Banking | 47 860 | 8.0% |  | 49 863 | 8.0% | (4.0%) |  |
| Corporate, Investment Banking and Other | 534 493 | 89.4% |  | 562 691 | 89.8% | (5.0%) |  |
| Operating costs | 597 719 | 100.0% |  | 626 732 | 100.0% | (4.6%) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| % of operating costs | | |
| 31 March 2025  £597.7  million total operating costs |  | 31 March 2024  £626.7  million total operating costs |

![4003]()

![4005]()

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Staff costs | 70.1% |  |  | Staff costs | 68.4% |
|  | Business expenses | 14.1% |  |  | Business expenses | 17.0% |
|  | Equipment expenses (excluding depreciation) | 8.1% |  |  | Equipment expenses (excluding depreciation) | 8.1% |
|  | Premises expenses (including depreciation) | 4.5% |  |  | Premises expenses (including depreciation) | 4.5% |
|  | Marketing expenses | 2.2% |  |  | Marketing expenses | 1.5% |
|  | Depreciation, amortisation and impairment  of equipment and intangibles | 1.0% |  |  | Depreciation, amortisation and impairment  of equipment and intangibles | 0.5% |

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| FINANCIAL REVIEW  CONTINUED | | | | | |

Adjusted operating profit

As a result of the foregoing factors, adjusted operating profit increased by 3.4% from £480.4 million to £496.8 million.

Taxation on operating profit before acquired intangibles and strategic actions

The pro-forma effective operational tax rate increased from 23.4% to 18.9%. For further details on the statutory effective

operational tax rate, refer to page [157](#i447e4d363cd344738300acdd42f0e3a0_313).

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| £'000 | 2025 |  | 2024 |  | 31 March  2025  £'000 |  | 31 March  2024  £'000 | % change |  |
| Taxation on operating profit before acquired  intangibles and strategic actions | 18.9% |  | 23.4% |  | 80 222 |  | 96 956 | (17.3%) |  |

#### Balance sheet analysis

Since 31 March 2024:

• Total equity increased by 1.8% to £3.7 billion (2024: £3.6 billion), as a result of the increase in retained income

• Total assets decreased by 0.3% to £29.7 billion (2024: £29.8 billion); loan book growth of 1.4% was offset by a reasonable

decrease in cash and near cash balances from £9.7 billion to £9.1 billion

• Total liabilities decreased by 0.6% to £26.1 billion (2024: £26.2 billion); an increase in customer accounts (deposits) was offset

by a decrease in deposits by banks.

32

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| SPECIALIST BANKING OVERVIEW | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Ruth-Leas_New.png |  |  |  |
| Ruth Leas, Business Head | |  |
|  | |  |
| Awards | |  |
| Ranked first among UK banks in The Banker’s Top 1000 World Banks 2024 | |  |
| Financial Times and Statista 2025 UK Best Employer Survey – Ranked in the top 100 of employers | |  |
| Ranked in the Global Top 100 Most Sustainable Corporations by Corporate Knights | |  |
|  |  |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Adjusted operating profit | Net core loans | Cost to income | Credit loss ratio |
|  | £424.5mn  (2024: £409.7mn) | | £16.8bn  (2024:  £16.6bn) | | 52.8%  (2024:  55.3%) | | 0.60%  (2024:  0.58% ) | |
|  |  |  |  |  |  |  |  |  |

#### Performance

#### overview

• Pre-provision adjusted operating profit increased by 5.2% to £521.6 million. Adjusted operating profit increased by 3.6% to

£424.5 million (2024: £409.7 million). Our established client franchises in the UK mid market and selected geographies performed

well in a volatile macro-economic environment.  We have continued to execute our client acquisition and entrenchment strategies

as we focus on building scale and growing market share

• Net core loans grew by 1.4% to £16.8 billion driven by growth in the UK residential mortgage loan book, while the corporate

lending portfolio remained flat in a constrained operating environment. Moderate growth across various corporate lending

portfolios was offset by higher levels of repayments. Lending activity improved relative to the prior year, resulting in higher

originations amid an uncertain environment

• Operating income decreased by 0.5%. Growth in net fee income generated from both our Corporate and Investment Banking

lending franchises and M&A Advisory business, in line with our strategy to grow capital light earnings, was offset by lower net

interest income and lower trading income from customer flow. Investment income contributed positively to revenue

• The cost to income ratio improved to 52.8% (2024: 55.3%). Total operating costs decreased by 4.9%. Fixed costs increased by 4.4%

excluding the impact of the £30 million motor finance provision raised in the prior year, reflecting investment in technology and

strategic projects to enable future growth, as well as inflationary pressure. Variable remuneration decreased in line with business

performance

• ECL impairment charges totalled £97.0 million, resulting in a credit loss ratio of 0.60% (2024: 0.58%), in line with guidance. The

increase in ECL charges was largely driven by Stage 3 ECL charges on certain individual exposures. Overall asset quality of the

book remained stable with no evidence of trend deterioration

• The Bank maintained strong capital and liquidity levels and we are well positioned to navigate an uncertain macro-economic

environment and pursue long-term growth

• To date we have established a solid foundation and demonstrated strong performance evidenced by our three-year (i.e. post

COVID-19) adjusted operating profit compound annual growth rate (CAGR) of 28.4%. We are investing strategically in both our

Private and Corporate transactional banking capabilities to complement our existing core specialisations.

#### Income statement

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’000 | 31 March 2025 | 31 March 2024 | Variance | % change |
| Net interest income | 783 080 | 820 618 | (37 537) | (4.6%) |
| Net fee and commission income | 171 106 | 154 212 | 16 894 | 11.0% |
| Investment income | 41 810 | 2 623 | 39 187 | >100.0% |
| Share of post-taxation profit of associates and joint venture holdings | 3 233 | 274 | 2 959 | >100.0% |
| Trading income arising from |  |  |  |  |
| – customer flow | 83 750 | 101 059 | (17 309) | (17.1%) |
| – balance sheet management and other trading activities | 14 282 | 27 781 | (13 499) | (48.6%) |
| Other operating income | 6 676 | 2 915 | 3 761 | >100.0% |
| Operating income | 1 103 937 | 1 109 481 | (5 544) | (0.5%) |
| Expected credit loss impairment charges | (97 024) | (86 001) | (11 023) | 12.8% |
| Operating income after expected credit loss impairment  charges | 1 006 913 | 1 023 480 | (16 568) | (1.6%) |
| Operating costs | (582 353) | (612 554) | 30 201 | (4.9%) |
| Operating profit before goodwill, acquired intangibles and  strategic actions | 424 560 | 410 926 | 13 633 | 3.3% |
| Loss attributable to non-controlling interests | (12) | (1 204) | 1 192 | — |
| Adjusted operating profit | 424 548 | 409 723 | 14 825 | 3.6% |

33

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| SPECIALIST BANKING OVERVIEW  CONTINUED | | | | | |

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | Enhanced collaboration through our commitment  to ‘One Investec’  A key strategic differentiator is our connected client ecosystem,  which delivers a coordinated and holistic approach to  addressing our clients’ personal and business banking needs.  Our business activities are structured around target client  groups, enabling us to bring all of Investec that is relevant to  each and every client and to foster meaningful and long-lasting  client relationships.  In the corporate mid market our breadth of capabilities and  solution-oriented approach sets us apart. In the Private Client  market, our exceptional levels of service attract HNW individuals  underserved by traditional high street and private banks.  We remain committed to deepening our existing client  relationships, expanding our client networks to connect like-  minded clients across Investec and identifying ‘One Investec’  opportunities that will enhance our scale and relevance across  our connected client ecosystem. |  | In FY2025  In line with our objective to increase  connectivity, there has  been a significant drive to cultivate collaboration between  our Corporate and Private Client groups. Our Private C lient  group referred 226 opportunities to our Corporate C lient  group in the current period (2024: 223). Our Corporate Client  group referred 221 opportunities to our Private Client group  (2024: 234). We have also seen consistent collaboration  within the Corporate Client group with referrals between  teams increasing to 558 from 552 in FY2024.  Going forward  As part of the long-term strategic partnership and cooperation  agreement between Investec and Rathbones, we will continue  to collaborate with Rathbones to enhance the proposition  across banking and wealth management services. Providing  our clients with a holistic solution remains a priority. |  |
|  |  |  |  |  |

|  |  |
| --- | --- |
|  |  |
| Diversified loan book by risk category: Core loans | |

![34634616286986]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Mar  25 | Mar  24 |
| Corporate and other lending | | 51% | 50% |
|  | Asset finance | 16% | 16% |
|  | Corporate and acquisition finance | 13% | 14% |
|  | Fund finance | 9% | 8% |
|  | Energy and infrastructure finance | 4% | 4% |
|  | Other corporate and financial institutions and  governments | 4% | 4% |
|  | Aviation finance | 3% | 2% |
|  | Asset-based lending | 2% | 2% |
| Lending collateralised by property | | 14% | 15% |
|  | Commercial real estate | 9% | 10% |
|  | Residential real estate | 5% | 5% |
| High net worth and other private client lending | | 35% | 35% |
|  | Mortgages | 31% | 30% |
|  | Other high net worth lending | 4% | 5% |

Highlights: Sustainability

• As part of our commitment to achieving net zero by 2050,

the Investec Group set a five-year target to facilitate

£18 billion of sustainable and transition finance by 2030.

Our business aims to contribute £14.9 billion towards this

target, driving investments that support environmental and

social outcomes

• We successfully achieved our target of zero coal exposure in

the Investec plc loan book as of September 2024, ahead of

our initial timeline of 31 March 2027

• We provided c.£100 million financing for a renewable energy

developer to acquire a biomass renewable plant

• We arranged a €65 million financing package for a Dutch

electric vehicle (EV) charging business, and co-arranged a

$150 million Green Loan for an EV charging infrastructure

business in the US

• In support of SDG 10: Reduced inequalities, we launched the

Career Catalyst programme with our community partner,

Arrival, to support unemployed and underemployed young

adults in their transition from education to the workforce.

Highlights: belonging, inclusion and diversity (BID)

• We are making steady progress in closing our diversity pay

gaps. As at 5 April 2024, the mean hourly gender pay gap in

our UK banking business decreased to 20.5% from 22.3% the

previous year

• We have entered into a new partnership with an organisation

to increase the representation of Black professionals at all

levels within our organisation

• We are a Disability Confident employer, taking action to

enhance our recruitment, retention and development for

people living with disabilities. This commitment includes

partnering with an internship programme that offers

placements for disabled students and recent graduates

• Throughout the year, we hosted various talks and events to

promote BID, such as menopause awareness sessions, Black

History Month celebrations and an International Women’s

Day campaign where we partnered with a non-profit

organisation fighting clothes poverty for vulnerable men,

women and children.

34

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|  |  |  |  |  |  |
| 02 |  | Financial review | UK and Other |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRIVATE BANKING | | | | | |

Our Private Banking activities focus on providing bespoke solutions underpinned by in-depth knowledge and

understanding of our clients’ personal and business aspirations and goals, supported by a broad private banking

offering. We understand that every client is an individual, and that they are typically active wealth creators with

complex financial needs. Our proposition is aligned with a clearly defined target client base and a market

opportunity to address an underserviced part of the UK market. This segment comprises lending (primarily

residential mortgages), savings and transactional banking (including international payments) to HNW clients,

coupled with bespoke foreign exchange and financing solutions for qualifying HNW clients.

Performance overview

• Adjusted operating profit for the year amounted to £47.1 million (2024: £58.7 million), primarily reflecting lower net interest

income driven by higher cost of funding. This was partially offset by a 4.0% decrease in operating costs

• The UK residential mortgage lending book reported positive growth of 4.8% since March 2024, a solid performance given the

elevated interest rate and uncertain macro-economic environment.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Loans and advances to customers | |
|  | £’billion | |

![34634616281802]()

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  | Banking (primarily mortgages) |  |  |  |  |
|  |  |  |  |  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Loan book growth: |  |
|  | • The UK HNW banking book grew 3.7% since March 2024  amidst a challenging macro backdrop, demonstrating the  strength of our value proposition and active client  engagement  • Demand for our residential mortgage lending has been  affected by subdued activity in the prime Central London  market due to elevated interest rates, negative  sentiment following last year’s autumn budget, and  ongoing macro-economic uncertainty  • Credit underwriting standards continue to be maintained  whilst growing the book notwithstanding a competitive  market. |  |
|  | Notes:  Following a strategic review, our Private Capital business, previously reported  as part of this Private Banking segment, is now reported in the Corporate,  Investment Banking and Other segment. The chart above only includes  residential mortgages. Refer to page  [36](#i447e4d363cd344738300acdd42f0e3a0_127).  In addition to the loan book shown above, our Channel Islands business had  c.£532 million (Mar 2024: £521 million) of mortgages as at 31 March 2025. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | UK HNW client acquisition | |
|  | |  |

![34634616281813]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  |  |  |
|  | Continued success in client acquisition: |  |
|  | • We acquired 880 new clients over the period, in part  driven by referrals from existing Investec clients  • Aligned to our One Investec approach, this offering  serves as a valuable client acquisition tool for the wider  UK Bank and strategic partnership with Rathbones  Group. Our clients have an average income of  £700 000+ and average NAV of £12 million (well  above our quantitative criteria)  • HNW mortgage lending is focused on target clients in  established areas (London and the South East) with  recourse to the individual and high level of cash equity  contributions into transactions. |  |
|  | Note: In addition to these client figures, our Channel Islands business has  1 138 HNW clients (31 March 2024: 1 092). This brings our total number of  HNW clients to 8 663 (31 March 2024: 8 127). |  |
|  |  |  |

35

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|  |  |  |  |  |  |
| 02 |  | Financial review | UK and Other |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRIVATE BANKING  CONTINUED | | | | | |

#### Income statement analysis and key income drivers

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’000 | 31 March 2025 | 31 March 2024^ | Variance | % change |
| Net interest income | 96 639 | 107 268 | (10 629) | (9.9%) |
| Net fee and commission income | 960 | 773 | 187 | 24.2% |
| Trading income arising from |  |  |  |  |
| – customer flow | 3 018 | 4 869 | (1 851) | (38.0%) |
| – balance sheet management and other trading activities | (47) | (49) | 2 | 4.1% |
| Operating income | 100 570 | 112 861 | (12 291) | (10.9%) |
| Expected credit loss impairment charges | (5 582) | (4 260) | (1 321) | 31.0% |
| Operating income after expected credit loss impairment  charges | 94 988 | 108 601 | (13 613) | (12.5%) |
| Operating costs | (47 860) | (49 863) | 2 003 | (4.0%) |
| Adjusted operating profit/(loss) | 47 128 | 58 738 | (11 610) | (19.8)% |
| Key income drivers |  |  |  |  |
| Cost to income ratio | 47.6% | 44.2% |  |  |
| Growth in loans and advances to customers | 3.7% | 3.2% |  |  |

^Following a strategic review, Private Capital business, previously reported as part of this Private Banking segment is now reported as part of our Corporate, Investment

Banking and Other segment, details of which can be found on pages [36](#i447e4d363cd344738300acdd42f0e3a0_127) to [38](#i6584cd0dc59e425db61b21288839b6a8_16357). The comparative period has been restated to reflect this change.

Overview of financial performance

• Net interest income declined; higher average lending books were offset by lower average interest rates and higher funding costs

as deposits repriced

• ECL impairment charges for the year increased to £5.6 million (2024: £4.3 million) driven by an increase in Stage 1 and Stage 2

modelled ECLs as a result of the implementation of revised IFRS 9 models. Asset quality remains solid with exposures well

covered by collateral, as reflected in the low coverage ratios. Refer to page [143](#i447e4d363cd344738300acdd42f0e3a0_283) for further information on the Group's asset quality

• Operating costs decreased by £2.0 million or 4.0%, driven by lower variable remuneration in line with business performance.

Fixed costs growth of 8.1% reflects inflationary pressure as well as investment in people and technology to enable future growth.

Strategy execution

• We have continued to successfully execute our HNW client acquisition strategy. Whilst activity levels remain subdued given

current market conditions, we were still able to grow our Private Banking franchise

• This HNW client activity connects to our broader client ecosystem, through the client-centric ‘One Investec’ approach, and

enables us to win mandates in other areas. We are seeing a consistent number of internal referrals from our Private Client group

to our Corporate Client group

• We continue to collaborate with Rathbones to enhance the proposition across banking and wealth management services.

In FY2025, our referrals to Rathbones allowed them to successfully generate new FUM for the Rathbones Group from our client

base against a challenging market backdrop

• Our ability to provide UK Private Banking solutions to South African clients seeking an international proposition remains a key

differentiator in South Africa.

Looking ahead

• We are focused on maintaining business momentum and generating a stable annuity income stream for the Group, while

investing with discipline in the required technology to support our growth to scale

• We are advancing our UK Private Client business, transitioning from a predominantly lending-led strategy to a comprehensive

banking approach that deepens client engagement within our ecosystem. Our investment into building a Private Client

transactional platform will enable us to deliver a full product suite offering, including multi-currency accounts and credit cards,

while enhancing our lending capabilities. This investment phase will span three years, with a positive contribution to Group ROTE

and ROE expected from FY2029. In addition, we expect to more than double our current market share of c.8% by FY2030.

36

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| 02 |  | Financial review | UK and Other |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CORPORATE INVESTMENT BANKING AND OTHER | | | | | |

This segment comprises business activities that provide lending, advisory and risk management services to

growth-orientated corporate clients in the private companies, private equity and listed companies arenas,

including specialist sector-focused expertise. This segment also includes our central treasury and liability

management channels.

#### Performance overview

• The results reflect a good performance in a challenging and

uncertain macro-economic environment. Pre-provision

adjusted operating profit increased by 8.4%, with adjusted

operating profit of £377.4 million being 7.5% ahead of the

prior year. We have continued to successfully execute client

acquisition strategies to build scale and relevance in the

markets in which we operate

• Net interest income decreased by 3.8% to £686.4 million, as

larger average interest-earning assets were offset by lower

average interest rates and higher funding costs as deposits

repriced

• Non-interest revenue grew by 11.9%, predominantly driven by

growth in net fees and commissions and investment income

over the year

• Impairment charges increased to £91.4 million

(2024: £81.7 million). We have seen individual client stresses

with no evidence of trend deterioration in the overall credit

quality of the book.

|  |
| --- |
|  |
| Loans and advances to customers |
| £’billion |

![34634616278938]()

|  |
| --- |
|  |
| Loan book growth |

• The loan book increased 0.4% to £11.6 billion

• Growth in our diversified lending portfolios was offset by

elevated levels of repayments across the corporate loan

book

• We continue to utilise our origination and distribution capability

to manage diversity and concentration of our lending portfolios

and generate additional ROTE-accretive revenue for the Group.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Spotlight on our Fund Solutions offering  • Our Fund Solutions business creates holistic and bespoke  solutions for Funds and General Partner (GP) Financing  covering each stage of the fund lifecycle  • We partner and grow with a range of institutional  investors building strong relationships in the market. This  enables us to be relevant to various funds and to provide  them with the support and flexibility needed to seize  opportunities, deliver returns and generate value  • Our Fund Solutions business is central to achieving our  key strategic objective of growing external sources of  capital and capital light revenue streams. Many of our  Fund Solutions clients are also clients of other areas of  the bank  • Through the business, we provide investors with access  to the private funds management industry, utilising our  market-leading position and expertise to simultaneously  meet both investor and borrower needs  • Structured solutions that provide mutual benefits are the  hallmark of our capability. During the year, the team  partnered with bank, pension and insurance investors to  provide c.£5.8 billion (2024: c.£4.8 billion) of lending  facilities to fund managers  • The business has partnered with Ares Management, a  leading global alternative investment manager, to provide  subscription line facilities to our fund clients in our key  markets such as the UK, Continental Europe and the US.  This innovative and scalable funding agreement enables  us to meet the growing demand for subscription line  facilities in the mid market, enhancing our client-led  approach to financing  • Looking ahead, the Fund Solutions business remains  focused on unlocking further growth and prioritising our  clients’ funding needs in everything we do. |  |
|  |  |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Awards won in the past year | | | | | |  |  |  |  |  |  |  |  |  |  |
|  | Ranked within the  Top 5 European  Direct Lenders  Debtwire 2024 European  Direct Lender Rankings |  |  |  | #1 UK Small &  MidCap Broker  (Second consecutive  year)  Institutional Investor Extel  Survey 2024 |  |  |  | Best Business FX  Provider  Business Moneyfacts  Awards 2024 |  |  |  | Best Transparent  Savings Provider  (Four years running)  Moneynet Awards 2024 |  | Best Digital Savings  Provider and Best  Notice Savings  Provider  Moneynet Awards 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

37

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|  |  |  |  |  |  |
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| 02 |  | Financial review | UK and Other |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CORPORATE, INVESTMENT BANKING AND OTHER  CONTINUED | | | | | |

#### Income statement analysis and key income drivers

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’000 | 31 March 2025 | 31 March 2024 | Variance | % change |
| Net interest income | 686 441 | 713 349 | (26 908) | (3.8%) |
| Net fee and commission income | 170 146 | 153 439 | 16 707 | 10.9% |
| Investment income | 41 810 | 2 623 | 39 187 | >100.0% |
| Share of post-taxation profit of associates and joint venture holdings | 3 233 | 274 | 2 959 | >100.0% |
| Trading income arising from |  |  |  |  |
| – customer flow | 80 732 | 96 190 | (15 457) | (16.1%) |
| – balance sheet management and other trading activities | 14 329 | 27 830 | (13 501) | (48.5%) |
| Other operating income | 6 676 | 2 915 | 3 761 | >100% |
| Operating income | 1 003 367 | 996 620 | 6 747 | 0.7% |
| Expected credit loss impairment charges | (91 442) | (81 741) | (9 701) | 11.9% |
| Operating income after expected credit loss impairment  charges | 911 925 | 914 879 | (2 954) | (0.3%) |
| Operating costs | (534 493) | (562 691) | 28 198 | 5.0% |
| Operating profit before goodwill, acquired intangibles and  strategic actions from continuing operations | 377 432 | 352 188 | 25 244 | 7.2% |
| Profit attributable to non-controlling interests | (12) | (1 204) | 1 192 | (99.0%) |
| Adjusted operating profit | 377 420 | 350 984 | 26 436 | 7.5% |
| Key income drivers |  |  |  |  |
| Cost to income ratio | 53.3% | 56.5% |  |  |
| Growth in loans and advances to customers | 0.4% | 8.6% |  |  |

Note: Following a strategic review, our Private Capital business previously reported as part of our Private Banking segment is now reported in the above income statement

of our Corporate, Investment Banking and Other segment. The comparative period has been restated to reflect this change.

Overview of financial performance

• Net interest income decreased by 3.8% as the effects of a higher average loan book were offset by higher average cost of

deposits and lower average interest rates. Our differentiated client lending franchises allowed us to continue growing

notwithstanding the uncertain operating environment that prevailed over the year. Our client acquisition strategies are the key

underpin to the sustained loan book growth across diversified specialisations

• Net fee and commission income increased by 10.9% to £170.1 million. This growth was driven by higher lending fees driven from

increased client activity. We have also seen higher advisory fees primarily from our Continental European M&A Advisory business

(formerly ‘Capitalmind’), reflecting both strong performance and the impact of a full year of consolidated earnings as it became a

subsidiary in June 2023

• Higher investment income was largely driven by fair value gains from equity investments

• Trading income from customer flow decreased by 16.1% as a result of non-repeat prior year gains from hedging the significantly

reduced financial products rundown book and lower volumes from interest rate and FX hedging trading desks. This was partially

offset by higher equity trading income from customer flow

• Trading income from balance sheet management decreased, primarily driven by lower gains from the unwind of certain interest

rate swap hedges as part of the implementation of the structural interest rate hedging programme relative to the prior year

• ECL impairment charges increased to £91.4 million. The increase in ECL charges was largely driven by Stage 3 ECL charges on

certain individual exposures. Overall asset quality of the book has remained stable with no evidence of trend deterioration in the

book. We have seen a reduction in exposures migrating into Stage 3. Refer to page [267](#i447e4d363cd344738300acdd42f0e3a0_502) for further information on the macro-

economic scenarios applied and page [252](#i447e4d363cd344738300acdd42f0e3a0_493) for information on the Group's asset quality

• Operating costs decreased by 5.0% to £534.5 million. The increase in fixed costs, excluding the impact of the £30 million motor

finance provision raised in the prior year, reflected investment in technology and strategic projects to enable future growth, as

well as inflationary pressure. Variable remuneration decreased in line with business performance.

38

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|  |  |  |  |  |  |
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| 02 |  | Financial review | UK and Other |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CORPORATE, INVESTMENT BANKING AND OTHER  CONTINUED | | | | | |

Strategy execution

• Our ‘One Investec’ approach – underpinned by our connected

client ecosystem – enables us to provide holistic solutions

and generate new opportunities for clients. Our continued

partnership with Rathbones enhances collaboration to ensure

a seamless experience for mutual clients

• We continued to successfully execute our client acquisition

strategies to build scale and relevance in the UK and other

markets in which we operate. As at 31 March 2025, we had

c.2.1k corporate clients and c.137k asset finance group

clients

• Our deposit-raising franchise continues to deliver value to

our c.840k retail deposit clients, providing a funding channel

for our lending specialisations

• We have enhanced our proposition to private companies

through continued digitisation across key areas including FX

and lending. This has led to an increase in client numbers and

their usage of our products

• Following the successful launch of the Discretionary Capital

line with Ares Management (‘Ares’), noted as the “first of its

kind” in the market, our Fund Solutions team continues to

explore further synergies for both Ares and Investec

• Our successful origination and distribution capabilities

enable us to increase revenue contribution from capital light

activities by utilising external capital for larger credit

underwriting. Investec Alternative Investment Management

(‘IAIM’), a subsidiary of IBP, houses our fund activities,

including Private Debt Fund I (launched early 2021) and

Private Debt Fund II (first close in mid-2024 with a further

close at the end of 2024)

• We continue to deepen our mid-market relevance with a

comprehensive proposition and focused target market.

Our Direct Lending franchise recently expanded its Asset

Based Lending offering into Continental Europe. This has

gained traction with strong deal flow in 2H2025

• Our Continental European M&A Advisory colleagues have

rebranded to the ‘Investec’ name and logo from ‘Capitalmind

Investec’, aligning with our strategy to proactively grow in

Europe. This year, we successfully executed a landmark

cross-border deal with South Africa, advising on the strategic

sale of Holdsport from Old Mutual Private Equity. Additionally,

we have further enhanced our UK plc M&A team’s capabilities

through a series of senior hires and expanded our advisory

presence to the Nordic region, alongside our presence in

France, Germany and the Benelux

• Investec India’s strategy aligns with the Group’s strategy to

increase contribution from capital light revenues. Our equities

business and our M&A Advisory business have strong market

presence in target sectors

• Our India private credit business has arranged over

$6.6 billion debt for India counterparts since inception and

has launched a second fund in Gujarat International Finance

Tec-City (GIFT)

• Our global capability centre in Mumbai continues to support

both client-facing and business enablement functions for the

UK and South Africa.

Looking ahead

• The global macro-economic environment is facing

heightened uncertainty, creating volatility in economic

forecasts and financial markets. Our strong capitalisation, low

leverage and robust liquidity ratios are well above our Board-

approved minimums. We are well positioned to manage the

impacts of external challenges, continue supporting our

clients to navigate the current economic uncertainty, as well

as pursue identified growth areas and levers outlined below

• We continue to grow market share and see positive growth

prospects in our private markets businesses within

Investment Banking. Our M&A Advisory business is

positioned for growth. This growth is expected to be driven

by increasing scale and geographic reach, our focus on

targeted sectors, as well as growing contributions from the

Coverage and Origination team

• We are actively pursuing growth opportunities in Continental

Europe through a coordinated approach. We are deepening

our Lending and Advisory capabilities in existing regions and

are exploring selective new markets. Our Zurich-based

lending origination team is focused on driving growth in the

DACH region, while our Treasury Risk Solutions business has

established a new representative office in the Netherlands.

These initiatives bring us closer to sponsors and borrowers,

unlocking new opportunities for growth

• We see opportunity to grow market share and drive income

as we further develop our offering to private companies.

We are transitioning to end-to-end relationship banking, by

incorporating transactional banking capabilities into our

existing proposition. There is an opportunity to create

significant value for the Bank by leveraging our strengths in

high-touch support and sector expertise to enhance our mid-

market offering. We plan to invest in this capability over the

next three years, with breakeven expected by FY2029 and a

positive contribution to ROTE and ROE anticipated from

FY2030

• We remain committed to building a leading mid-market

Alternative Investments platform. We are focused on raising

further capital to complement our balance sheet lending

capabilities

• We expect to see further growth in our global capability

centre as it increases in importance and relevance

throughout the Group

• Investec plc is progressing in the journey to migrate its

capital management to the Internal Ratings Based (IRB)

approach

• We are committed to meeting our 2030 sustainable and

transition finance target as we continue to embed

sustainability into our strategic execution processes

• We are committed to growth and delivering exceptional

experiences for clients and employees while prioritising

digital security for Investec plc and our stakeholders. By

focusing on digitalisation, leveraging cloud technologies and

the advancements in Generative AI, we will continue to

enhance efficiency and productivity, positioning Investec plc

as an industry leader in an evolving market.

39

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| 02 |  | Financial review | UK and Other |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| WEALTH AND INVESTMENT | | | | | |

![]()

![Rathbones_BOX.jpg]()

![]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | UK’s leading discretionary wealth  manager with  c.£104.1bn FUMA |  | Scale and operating  efficiencies to power  future growth |

It has always been central to Investec’s strategy to provide a coordinated banking and wealth management offering. Prior to the

combination with Rathbones, IW&I UK was consistently one of the leading private client wealth managers in the UK and a highly

respected franchise in the industry.

At the end of 1H2024 an all-share combination of IW&I UK and Rathbones was completed, resulting in the Investec Group owning

a 41.25% economic interest in the combined Rathbones Group, and creating the UK’s leading discretionary wealth manager.

Rathbones Group reported FUMA of £104.1 billion as at 31 March 2025.

The combination brought together two reputable UK wealth management businesses with closely aligned cultures and operating

models and established a long-term, strategic partnership which enhances the client proposition across banking and wealth

management services for both groups. The combination represents a significant value-creation trajectory for all stakeholders.

IW&I UK was 100% consolidated in the first half of the prior year. In the second half of the prior year and in the current year the

Group's investment in Rathbones has been equity accounted for and recognised as an associate. The prior year statutory financial

statements have been presented in accordance with IFRS 5, i.e. the Group’s interest in IW&I UK in the prior year has been

presented as a discontinued operation.

In the below table, the prior year has been presented on a pro-forma basis, i.e. the 100% consolidated IW&I UK earnings in 1H2024

have been presented post tax on the income from associate line. Refer to page [38](#i447e4d363cd344738300acdd42f0e3a0_133) for further pro-forma information.

#### Income statement analysis and key income drivers

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’000 | 31 March 2025 | 31 March 2024 | Variance | % change |
| Share of post-taxation profit of associates and joint venture holdings | 69 147 | 66 869 | 2 278 | 3.4% |
| Adjusted operating profit | 69 147 | 66 869 | 2 278 | 3.4% |
| Share of integration costs incurred by Rathbones | (27 987) | (9 631) |  |  |
| Equity-accounted amortisation of acquired intangibles^ | (6 313) | (12 624) |  |  |
| Profit after tax | 34 847 | 44 614 |  |  |
| Key income drivers |  |  |  |  |
| Post-tax ROE | 20.0% | 21.6% |  |  |
| Post-tax ROTE | 27.4% | 34.6% |  |  |

^ During the current year, the assessment of the purchase price allocation for Rathbones was completed. The current year equity accounted amortisation of intangibles

figure includes an adjustment to align the cumulative amortisation to date to the value of intangibles per this valuation exercise. Excluding the current year cumulative

adjustment, the current year figure would have been £12.6 million and is expected to remain around this level for the foreseeable future.

The financial year under review

In 1H2024 (pre the combination) the IW&I UK business generated adjusted operating profit (post tax) of £35.9 million and an

operating margin of 25.2%. In 2H2024 (post combination) the Group’s 41.25% economic interest in Rathbones was equity

accounted, reporting £31.0 million share of post-taxation profit of associates resulting in £66.9 million recognised as post-taxation

operating profit from associate on a pro-forma basis in the prior year.

The current year consists of the Group's 41.25% share of Rathbones’ post-tax underlying profit attributable to shareholders for

their year ended 31 December 2024 of £167.6 million, which amounts to £69.1 million. Rathbones reported underlying operating

margin of 25.4% for the year to 31 December 2024 (2023: 22.3%), showing progress towards the target of a 30%+ margin.

Rathbones reported cost and revenue synergies well ahead of the first year £15 million target, with run-rate synergy realisation

of £30.1 million reported at 31 December 2024.

We remain confident that the combination will deliver scale and efficiency to deliver future long-term growth.

|  |
| --- |
|  |
|  |

#### Investec Bank (Switzerland) AG (IBSAG)

IBSAG, which houses our Swiss wealth business, is a wholly-owned subsidiary of IBP. IBSAG generated revenue of £18.5 million

in the current year (2024: £18.0 million), an adjusted operating profit of £3.1 million (2024: £3.8 million) and reported funds under

management of £2.7 billion (2024: £2.1 billion). Following a strategic review in 2022, our Swiss wealth business has been

earmarked to play a key role in the Investec Group’s strategic expansion of its international wealth services. As a result further

information regarding this business can be found in the Investec Group’s Southern African Wealth & Investment division in the

Group’s integrated report.

40

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|  |  |  |  |  |  |
| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
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## Risk

## management

## and governance

IN THIS SECTION

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| [42](#i447e4d363cd344738300acdd42f0e3a0_175) | Risk management |
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| [42](#i447e4d363cd344738300acdd42f0e3a0_175) | Risk management approach and framework |
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| [43](#i447e4d363cd344738300acdd42f0e3a0_178) | Year in review from a risk perspective |
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| [45](#i447e4d363cd344738300acdd42f0e3a0_181) | Principal risks |
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| 61 | Corporate Governance |
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| 61 | Chair’s introduction |
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| 63 | Director Biographies |
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| 66 | Compliance with the UK Corporate governance code |
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| 67 | Board and executive roles |
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| 69 | Board activities |
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| 71 | IBP Nomination Committee report |
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| 75 | IBP Audit Committee report |
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| 83 | IBP Board Risk and Capital report |
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| 88 | Directors’ report |
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#### Our risk management culture

#### ensures we are locally responsive

yet globally aware. This section

#### contains our risk management

#### and Corporate Governance

#### disclosures.

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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| RISK MANAGEMENT APPROACH AND FRAMEWORK | | | | | |

Information provided in this section of the annual report is

prepared on an Investec Bank plc (IBP) consolidated basis

unless  otherwise  stated.

P

#### hilosophy and a

#### pproach to risk

#### management

The Bank's  comprehensive risk management process involves

identifying, quantifying, managing, monitoring, mitigating and

reporting the risks associated with each of the businesses to

ensure the risks remain within the stated risk appetite.

The Board ensures that there are appropriate resources to

manage the risks arising from running our businesses.

The IBP Board Risk and Capital Committee (IBP BRCC)

(comprising both executive and non-executive directors) is the

Board mandated committee to monitor and oversee risk. IBP

BRCC meets four to six times per annum and recommends the

overall risk appetite to the Board for approval.

We monitor and control risk exposure through independent

credit, market, liquidity, operational, legal, internal audit, capital

and compliance teams. This approach is core to assuming a

tolerable risk and reward profile, helping us to pursue controlled

growth across our business.

Risk management operates within an integrated geographical

and divisional structure, in line with our management approach,

ensuring that the appropriate processes are used to address all

risks across the Bank.  There are specialist divisions in the UK

and smaller risk divisions in other regions tasked with promoting

sound risk management practices.

Risk management units are locally responsive yet globally

aware. This helps to ensure that all initiatives and businesses

operate within our defined risk parameters and objectives.

We continually seek new ways to enhance risk management

techniques.

We believe that the risk management systems and processes

we have in place are adequate to support the Bank’s strategy

and allow the Bank to operate within its risk appetite tolerance.

Risk management objectives are to:

• Ensure adherence to our risk management culture

• Support the long-term sustainability of the Bank by providing

an established, independent framework for identifying,

evaluating, monitoring and mitigating risk with good customer

outcomes

• Set, approve and monitor adherence to underlying risk

parameters and limits across the Bank and ensure they

are implemented and adhered to consistently within the

Board-approved risk appetite

• Aggregate and monitor exposure across risk classes

• Maintain compliance in relation to regulatory requirements

• Coordinate risk management activities across the

organisation, covering all legal entities and jurisdictions

• Establish and convene appropriate risk committees, as

mandated by the relevant Boards

• Resource risk teams suitably and with appropriate expertise

and facilitate operating independence

• Give the IBP Board reasonable assurance that the risks the

Bank is exposed to are identified and appropriately managed

and controlled.

#### Risk management framework, committees

#### and forums

A number of committees and forums identify and manage risk

at a Bank level, as shown in the diagram below. These

committees and forums operate together with risk management

and are mandated by the IBP Board. Any matters relevant to IBP

are communicated to the Bank, in part, through having one or

more directors of Investec Group as members of the Board

committees of the Bank.

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| IBP Board of Directors | | | | | | | | | | | | | | | | | | | | | | | |
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| IBP  Nomination  Committee | |  | IBP  Remuneration  Committee | |  | IBP Audit  Committee | |  | IBP Board  Risk and  Capital  Committee  (IBP BRCC) | |  |  |  |  |  | |  |  | |  |  |  |  |
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|  |  |  | IBP Reward  Committee | |  | IBP Impairment  Decision  Committee | |  | IBP Risk and  Controls  Forum | |  | IBP Executive  Risk  Committee  (IBP ERC) | |  | IBP Credit  Committees | |  | IBP Capital  Committee | |  | IBP Executive  Investment  Committee | |  |
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| IBP  Review  Executive Risk  Review Forum  (IBP Review  ERRF) | |  | IBP  Models Forum | |  | IBP  Product  Governance  Forum | |  | IBP  Market Risk  Forum | |  | IBP  Asset and  Liability  Committee | |  | IBP  Policies  Review  Committee | |  | IBP  New Product  and Initiative  Forum | |  |  | |  |

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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| YEAR IN REVIEW FROM A RISK PERSPECTIVE | | | | | |

A summary of the year in review from a risk

perspective

The executive management is integrally involved in ensuring

stringent management of risk through our risk appetite

framework, and embedding a culture of risk consciousness

in all staff. The risk appetite framework is set taking into

consideration prevailing market conditions and the Bank’s

strategy. The primary aim is to achieve a suitable balance

between risk and reward in our businesses.

Despite rising geopolitical tensions across the world, we have

continued to grow our business in a risk conscious manner and

are well placed to navigate the uncertainty that has arisen with

respect to the US tariff negotiations and broader global

markets volatility.

The Bank remains well capitalised, maintains high levels of

liquidity, runs modest levels of market risk and favours secured

lending to clients with predictable income streams.

Loans and advances to customers as a percentage of customer

deposits remained conservative at  78.0%  (31 March 2024:

79.5%).The Bank has a substantial portion of eligible deposits

that are covered by Financial Services Compensation Scheme

(FSCS) protection.

We have limited reliance on wholesale funding but we maintain

access and presence, using wholesale issuance to strategically

diversify our funding base and complement the other liability

channels by focusing, where appropriate, on tenor and

currency as part of a longer term strategic plan.

The Minimum Requirements for Own Funds and Eligible

Liabilities (MREL) transition will commence from 1 January 2026

in a phased manner with end-state MREL applying from

1 January 2032.

Cash and near cash balances at 31 March 2025 amounted

to £9.1 billion (31 March 2024: £9.7 billion). We maintain a high

level of readily available, high-quality liquid assets (HQLA),

targeting a minimum cash to customer deposit ratio of 25%.

Current cash and near cash is equivalent to 42.2% of customer

deposits (31 March 2024: 46.3%). At 31 March 2025, on an IBP

solo basis, the Liquidity Coverage ratio (LCR) was 418% and

Net Stable Funding ratio (NSFR) was 144%, both metrics well

ahead of current minimum regulatory requirements.

We continue to maintain a structural hedging programme in the

UK to reduce sensitivity of earnings to interest rate movements.

The Bank’s focus remains on maintaining a strong liquidity

position as we continue to navigate global markets with

heightened levels of volatility.

IBP’s long-term Moody’s deposit rating is A1 (stable outlook)

and Investec plc’s rating is Baa1 (positive outlook). During the

year, IBP’s long-term Fitch rating was upgraded to A- (stable

outlook).

We have continued to grow our loan book while ensuring

its resilience, despite the challenging macro-economic

environment. Increased and diversified client activity and new

client acquisition resulted in an increase in the Bank's net core

loan book by 1.4% to £16.8 billion (31 March 2024: £16.6 billion).

Growth was due to increased activity diversified across multiple

asset classes of Corporate client lending as well as residential

mortgage lending.

Credit exposures are focused on secured lending to a select

target market, comprising high-income and high net worth

individuals, established corporates, and medium-sized

enterprises. Our risk appetite continued to favour lower risk,

income-based lending, with exposures well collateralised and

with credit risk taken over a short to medium term. We remain

focused on our target market, supporting clients with significant

wealth and experience in their chosen sectors, as indicated by

our continued growth in the private banking space as we

execute on our strategy to target this sector of the market.

Over the past few years we have realigned and rebalanced

our portfolios in line with our risk appetite framework and this

is reflected in the movements in asset classes on our balance

sheet; showing an increase in private client, mortgages and

corporate and other lending, and maintaining lending

collateralised by property as a proportion of net core loans.

Concentration risk is well managed and exposures are spread

across geographies and industries. We remain confident that

we have a well-diversified portfolio across sectors.

The Bank’s net core loan exposures remain well diversified

with commercial rent producing property loans comprising

approximately 7.5% of net core loans, other lending

collateralised by property 6.4%, high net worth and other

private client lending 34.7% and corporate and other lending

51.4% (with most industry concentrations well below 5%).

Asset quality ratios reflect the current operating environment

and underlying portfolios remain resilient. The credit loss ratio is

at 0.60% at 31 March 2025 (31 March 2024: 0.58%), in line with

guidance provided in November 2024. This was driven by a

small number of increased idiosyncratic impairments, in part

given higher for longer rates and challenges in achieving

anticipated exit valuations. We expect the credit loss ratio to

remain elevated around FY25 reported levels in the short term.

Stage 3 remained flat at 3.3% of gross core loans subject to

ECL at 31 March 2025 (31 March 2024: 3.3%) driven by the

resolution of existing defaults and a reduced rate of new

defaults.

Stage 2 exposures as a proportion of gross core loans subject

to ECL decreased to 8.1% at 31 March 2025 (31 March 2024:

8.6%) as underlying portfolios continue to perform.

The measurement of ECL under IFRS 9 has increased

complexity and reliance on expert credit judgements. Key

judgemental areas under IFRS 9 are highlighted in this

document and are subject to robust governance processes.

Macro-economic scenarios have been updated during the

course of the year to reflect the changing landscape,

particularly with respect to tariffs and the potential impact of a

trade war.

The Bank continues to holds a management overlay of £3.7

million at 31 March 2025 (31 March 2024: £3.7 million) which is

apportioned to Stage 2 assets.

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|  | Further detail on key judgements can be found on page  [266](#i447e4d363cd344738300acdd42f0e3a0_499) . |

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| YEAR IN REVIEW FROM A RISK PERSPECTIVE  CONTINUED | | | | | |

We continue to progress in entrenching sustainability across all

aspects of our business. Our commitment to human rights and

support for internationally recognised principles, guidelines and

voluntary environmental, social and governance (ESG)

standards is tightly integrated into our credit and investment

decision-making process which considers the important

aspects of each geography we operate in. Following the

publication of our enhanced Sustainable and Transition Finance

Framework in May 2024, we announced a target to facilitate

£14.9 billion of sustainable and transition finance by 2030.

Market risk within our trading portfolio remains modest with

Value at Risk (VaR) and stress testing scenarios remaining at

prudent levels. Trading revenues are driven by client activity.

We continue to manage our investment portfolio exposure in

line with our objective of optimising capital allocation, reducing

income volatility and aligning the business with our client

franchises. We have substantially managed down our

investment portfolio exposure in line with our objective of

optimising capital allocation, reducing income volatility and

aligning the business with our client franchises. The investment

portfolio on the balance sheet reduced by 13.3% over the year

under review to £212 million at 31 March 2025 (31 March 2024:

£244 million)

The Bank continued to maintain a sound balance sheet with a

low gearing ratio of 8.1 times and a core loans to equity ratio of

4.6 times at 31 March 2025.

The Bank maintained a sound capital position, well in excess of

minimum regulatory requirements, with a Common Equity Tier 1

(CET1) ratio of 13.6% (31 March 2024: 13.3%) and a leverage

ratio of 10.5% (31 March 2024: 10.7%). The Bank remains on the

Standardised Approach and with these metrics comfortably

exceeds the target CET1 ratio of greater than 10% and leverage

ratio target of greater than 6%. The Bank is progressing on the

journey to migrate its capital management to the Internal

Ratings Based (IRB) approach.

Non-financial risks that arise through the Bank's operations

remain highly topical and continue to receive a significant

amount of management time, particularly in light of the evolving

technological landscape and regulatory focus. Operational risk

is managed across the business through an internal control

environment, with a view to limiting the risk to acceptable

residual risks.

The importance of operational resilience to ensure minimal

client disruption is paramount. We take a highly disciplined

approach to recovery and resolution planning and actively test

our resilience to potential external shocks regularly. The Bank

remains focused on managing conduct, reputational and

operational risks.

Keeping abreast of industry-wide trends with respect to

artificial intelligence (AI) developments, cyber threats and data

management as well as increased reliance on big tech and

cloud platforms remains an area of focus and significant time

is spent ensuring we have the appropriate expertise to assess

potential threats and opportunities.

We remain cognisant of the emerging risks arising from

technological advances and continually aim to strengthen and

test our systems and controls to mitigate cyber risk and fulfil

our moral and regulatory obligations to combat money

laundering, fraud and corruption.

We continue to offer access to wealth management through

our strategic partnership with Rathbones, following completion

of the all-share combination of the UK Wealth & Investment

business in September 2023. The Partnership Agreement with

Rathbones governs the long-term, strategic partnership and is

expected to unlock significant value in the medium to long

term.

The Bank operates in a legal and regulatory environment that

exposes it to litigation risks. As a result, the Bank is involved in

disputes and legal proceedings which arise in the ordinary

course of business. The Bank evaluates all facts, the probability

of the outcome of legal proceedings and advice from internal

and external legal counsel when considering the accounting

implications.

The Bank notes the recent Court of Appeal decisions on

Wrench, Johnson and Hopcraft relating to motor commission

arrangements and the lender’s appeal to the UK Supreme Court

which was heard on 1 April to 3 April 2025. Judgement is

expected by July 2025. Based on the current available

information, the Group has concluded that the provision of £30

million raised in the prior year for the motor commission review

still remains appropriate. The Bank began lending in this space

in June 2015. There remains significant uncertainty across the

industry as to the extent of any misconduct and customer loss

that may be identified, and/or the nature, extent and timing of

any remediation action that may subsequently be required

following the Court of Appeal decision and FCA motor

commission review. The Bank notes that the ultimate financial

impact of the Court of Appeal decision and ongoing FCA

investigation into motor commission could materially vary,

pending further guidance from the FCA or the outcome of the

appeal to the UK Supreme Court.

The Board, through its respective risk and capital committees,

continued to assess the impact of its principal risks and the

Bank’s stress testing scenarios (including ‘bottom-up’ and

reverse stress testing analyses) on its business. The Board has

concluded that the Bank has robust systems and processes in

place to manage these risks and that, while under a severe

stress scenario business activity would be very subdued, the

Bank would continue to maintain adequate liquidity and capital

balances to support the continued operation of the Bank.

During the year, a number of stress scenarios were considered

and incorporated into our processes.

Fundamental risk performance during the period has been solid

and management remains focused on maintaining a sound

underlying balance sheet, notwithstanding the macro-

economic pressures and uncertainty we continue to face in our

areas of operation. Going forward, we continue to navigate

ongoing operations with heightened awareness of the global

geopolitical outlook, including any potential impact from the US

tariff negotiations, changing currency and sovereign risk

dynamics and geopolitical tensions across the world. We

maintain high levels of liquidity and diversified funding,

supported by a strong capital base in line with our risk appetite.

This positions us well to support our clients through the period

ahead.

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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| PRINCIPAL RISKS | | | | | |

Principal risks are the most material and significant risks we face, which

the Board and senior management believe could have an impact on our

strategy, operations, financial performance and viability. These risks are

summarised in the section that follows, with further information

pertaining to the management and monitoring thereof.

#### Risk appetite

The Bank has a number of Board-approved risk appetite

statements and policy documents covering our risk appetite

and approach to our principal aspects of risk. The risk appetite

framework and statement set out the Board’s mandated risk

appetite. The risk appetite framework acts as a guide to

determine the acceptable risk profile of the Bank while keeping

in line with the Investec Group’s risk appetite parameters. The

risk appetite statement ensures that limits/targets are applied

and monitored across all key operating jurisdictions and legal

entities.

The risk appetite framework is a function of business strategy,

budget and capital processes, our stress testing reviews and

the regulatory and economic environment in which the Bank is

operating. The risk appetite framework is reviewed (in light of

the above aspects) and approved by the Board at least annually

or as business needs dictate.

A documented process exists where our risk profile is measured

against our risk appetite and this positioning is presented to the

IBP BRCC and Board as well as the DLC BRCC and DLC Board.

In the section that follows, the Bank's high-level summary of

overall risk appetite and positioning has been detailed against

the respective principal risks.

#### Three levels of defence

The Bank has a strong and embedded risk and capital

management culture with policies, processes and systems in

place to address these principal risks. Risk awareness,

governance, controls and compliance are embedded in all our

day-to-day activities through a levels of defence model.

The levels of defence model is applied as follows:

• Level 1 – Business units: responsible for identifying and

managing risks inherent in the products, activities, processes

and systems for which they are accountable

• Level 2 – Independent risk and compliance functions:

responsible for building and embedding risk frameworks,

monitoring the implementation of effective risk management

practices, challenging the business lines’ inputs to, and

outputs from, the Bank’s risk management, risk measurement

and reporting activities

• Level 3 – Independent internal audit: responsible for

providing independent and objective assurance over the

design and effectiveness of governance, risk management

and control processes.

#### Overview of principal risks

The Board, through its various committees, has performed a

robust assessment of the principal risks and regular reporting of

these risks is made to the Board.

The Board recognises that, even with sound appetite and

judgement, extreme events can happen which are completely

outside of the Board’s control. It is, however, necessary to

assess these potential events and their impact and how they

may be mitigated. It is the Bank’s policy to regularly conduct

multiple stress testing scenarios (including reverse stress

testing) which, in theory, test extreme but plausible events and

from that, assess and plan what can be done to mitigate the

potential outcomes.

In addition to the principal risks, emerging risks continue to be

reviewed and assessed. These emerging risks are evaluated for

their inherent risk level and potential impact on the Bank's

strategy, operations, financial performance and viability.

Mitigation measures are considered to address these emerging

risks, taking into account their potential influence on the

principal risks.

A number of these risks are beyond the Bank’s control and are

considered in our capital plans, stress testing analyses and

budget processes, where applicable.

The Bank’s stress testing framework is well embedded in its

operations and is designed to identify and regularly test the

Bank’s key vulnerabilities under stress. A fundamental part of

the stress testing process is a full and comprehensive analysis

of the Bank’s material business activities, incorporating views

from risk, the business units and the executive – a process

called the ‘bottom-up’ analysis. Resulting from the ‘bottom-up’

analysis, the Investec-specific stress scenarios are designed to

specifically test the unique attributes of the Bank’s portfolio.

The key is to understand the potential threats to our

sustainability and profitability and thus a number of risk

scenarios are developed and assessed.

These Investec-specific stress scenarios form an integral part

of our capital planning process and IFRS 9 reporting. The stress

testing process also informs the risk appetite review process

and the management of risk appetite limits and is a key risk

management tool of the Bank. Reverse stress tests are

conducted to stress the Bank’s business plan to failure and

consider a broad variety of extreme and remote events. These

processes allow the Bank to proactively identify underlying risks

and manage them accordingly.

46

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| PRINCIPAL RISKS  CONTINUED | | | | | |

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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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|  | Credit and  counterparty risk | |  |  | Credit and counterparty risk is defined as the risk arising from an obligor’s (typically a client  or counterparty) failure to meet the terms of any agreement thereby resulting in a loss to  the Bank, arising when funds are extended, committed, invested, or otherwise exposed  through contractual agreements, whether reflected on- or off-balance sheet | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • Independent credit committees exist which also have oversight of regions where we assume credit  and counterparty risk. These committees operate under Board-approved delegated limits, policies  and procedures  • There is a high level of executive involvement in decision-making with non-executive review and  oversight  • The Bank’s credit exposures are to a select target market comprising high-income and high net  worth individuals, established corporates, small and medium-sized enterprises, financial institutions  and sovereigns  • Our risk appetite continues to favour lower risk, income-based lending with exposures well  collateralised and credit risk taken over a short to medium term  • Investec has limited appetite for unsecured debt. A strong emphasis is placed on proven income  and cash flows generated by the clients and risk is managed through assessment of the ability of  clients to meet their payment obligations and/or tangible assets provided in support of their  obligations  • Portfolio reviews (including stress testing analyses) are undertaken on all material businesses,  where the portfolios are analysed to assess any migration in portfolio quality, highlight any  vulnerabilities, identify portfolio concentrations and make appropriate recommendations, such as a  reduction in risk appetite limits or specific exposures. | | | |  |
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|  | Further information | |
|  | Page_references.png | Read more on pages [248](#i447e4d363cd344738300acdd42f0e3a0_487)  to  265. |
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|  |  |  | Risk appetite and tolerance metric  We target a credit loss ratio of less than 1.5%  under a weak economic environment/stressed  scenario (under normal conditions, less than  0.5%). We target Stage 3 net of ECL as a % of  net core loans subject to ECL to be less than  4% under a weak economic environment/  stressed scenario (excluding the Legacy  portfolio\*; under normal conditions, less than  2%). We target Stage 3 net of ECL as a % of  CET1 less than 25%. |  |  | Positioning at 31 March 2025  The Bank currently remains within all tolerance  levels given the current weakened economic  environment. The credit loss ratio was  calculated at  0.60%  for  31 March 2025  ( 0.58% :  31 March 2024 ). Stage 3 net of ECL as a % of  net core loans subject to ECL was  2.6%  (excluding the Legacy portfolio\*). Stage 3 net  of ECL as a % of CET1 is 17.0% . |
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\*Refer to definitions on page [393](#i447e4d363cd344738300acdd42f0e3a0_535).

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| PRINCIPAL RISKS  CONTINUED | | | | | |

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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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|  | Concentration  risk | |  |  | Concentration risk refers to the risk that could arise from a single client or counterparty, group  of connected counterparties, or from a particular geography, asset class, supplier or industry.  Concentration risk may occur when counterparties are mutually affected by similar economic,  legal, regulatory or other factors which could hinder their ability to meet contractual obligations | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | As a matter of course, concentration risk is well managed and exposures are well spread across  geographies, asset classes and industries  • We target a diversified funding base, avoiding undue concentrations by investor type, maturity,  market source, instrument and currency  • Consideration is given to concentration risk when assessing suppliers and third parties, both within  the business and across the financial sector systemically  • We target a diversified loan portfolio, lending to clients we know and understand. Credit and  counterparty risk is always assessed with reference to the aggregate exposure to a single  counterparty or group of related parties to manage concentration risk. These are reported to IBP  BRCC on a regular basis. In order to manage concentration, we will consider a sell-down of  exposures to market participants  • Concentration risk can also exist where loan maturities are clustered to single periods in time. Loan  maturities are monitored on a portfolio and a transaction level. | | | |  |
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|  | More information | |  |  |  |
|  |  | Read more on page [248](#i2d036d396f5b4cda9b8b21fbd411c5bf_0-1-1-1-2494133) . |  |  |  |
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|  |  |  |  |  | Risk appetite and tolerance metric  We limit our core loan exposure to a single/connected  individual or company to £120 million. We also have a  number of risk tolerance limits and targets for specific  asset classes.  Third party and outsourcing concentrations are permitted  in relation to regulated, systemically important entities,  external auditors or specialist global network  infrastructures. Where strategic decisions result in  concentration risk in third parties outside of these  classifications, these decisions are based on considered  analysis where the benefits outweigh the risks and  appropriate controls have been deployed for managing  and monitoring the associated risks. |  |  | Positioning as of 31 March 2025  We maintained this risk tolerance  level throughout the year. |  |
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|  | Country risk | |  |  | Country risk refers to the risk of lending to a counterparty operating in a particular country  or the risk inherent in a sovereign exposure, i.e. the risk of exposure to loss caused  by events in that country. Country risk covers all forms of lending or investment activity  whether to/with individuals, corporates, banks or governments | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • Exposures are only to politically stable jurisdictions that we understand and have preferably  operated in before  • The legal environment should be tested, have legal precedent in line with the Organisation for  Economic Co-operation and Development (OECD) standards and have good corporate governance  • In certain cases, we may make use of political risk insurance to mitigate exposure where deemed  necessary. | | | |  |
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|  | Further information | |  |  |  |
|  |  | Read more on page [249](#ie082519547e1493dac57403a8b48a8ba_2653) . |  |  |  |  |  |  |  |
|  |  |  | Risk appetite and tolerance metric  We have a preference for primary exposure in the Bank’s  main operating geography (i.e. the UK). We will accept  exposures where we have a branch or local banking  subsidiary and tolerate exposures to other countries where  we have developed a local understanding and capability or  we are facilitating a transaction for a client. |  |  | Positioning at 31 March 2025  We maintained this risk tolerance  level in place throughout the year. |  |
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| PRINCIPAL RISKS  CONTINUED | | | | | |

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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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|  | Sustainability risk | |  |  | The risk that our lending and investment activities give rise to unintended climate,  environmental, social and economic consequences | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • Investec has a holistic approach to sustainability, and supports the precautionary approach to  sustainability management, guided by international best practices regarding the responsibilities of the  financial sector in financing and investing transactions  • This approach runs beyond recognising the Bank’s own footprint on the environment and is based on a  responsibility to the broader economy, environment and society  • We recognise the complexity and urgency of climate change. We are committed to supporting the  transition to a clean and energy efficient world while preserving our planet and the wellbeing of our  people  • The DLC Executive Sustainability Committee, mandated by the Investec Group’s executive directors,  reports relevant sustainability-related matters to the DLC SEC and Investec Group ERC. The main  objectives of the committee are to coordinate sustainability-related efforts across geographies and  businesses  • Accordingly, sustainability risk considerations are taken into account by the relevant credit or  investment committee, in conjunction with the Investec Group sustainability team, when making lending  or investment decisions  • Investec’s climate change position statement stems from the belief that one of the greatest socio-  economic impacts we can have is to partner with our clients and stakeholders to accelerate a cleaner,  more resilient and inclusive world  • Our environmental policy considers the risks and opportunities that climate change and nature  degradation present to the global economy. | | | |  |
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|  | More information | |  |  |  |
|  |  | Read more on pages [249](#ie082519547e1493dac57403a8b48a8ba_2655) ,  [269](#i447e4d363cd344738300acdd42f0e3a0_505)  to  [271](#i59fbf121b9b54e06a8eefe1122629db5_3-4-1-1-2494133)  and pages 112  to 131 of the Investec  Group's 2025 integrated  and strategic annual report  and the Investec Group’s  2025 sustainability report  which is published and  available on our website:  www.investec.com. |  |  |  |
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|  |  |  |  | Risk appetite and tolerance metric  It is important to consider potential financial risk that could  result from unmanaged sustainability-related risks. We are  continually monitoring best practice in this area and will  continue to develop and enhance our approach over time.  We take a cautious approach with respect to industries  falling in our high-risk sustainability categories that are  known to have negative environmental (including climate)  and societal consequences. Our targets around fossil fuel  activities can be found in our published fossil fuel policy  on our website. Further detail around our zero tolerance  activities can be found in the Investec Group’s 2025  sustainability report. |  |  | Positioning as of 31 March 2025  We maintained this risk tolerance  level in place throughout the year. |  |
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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| PRINCIPAL RISKS  CONTINUED | | | | | |

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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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|  | Investment risk | |  |  | Investment risk arises where the Bank invests in largely unlisted companies and select  property investments, with risk taken directly on the Bank’s balance sheet | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • Independent credit and investment committees exist in the UK which provide oversight of regions  where we assume investment risk  • Risk appetite limits and targets are set to limit our exposure to investment risk  • As a matter of course, concentration risk is avoided and investments are well spread across  geographies and industries. | | | |  |
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|  | Further information | |  |  |
|  |  | Read more on page [272](#i447e4d363cd344738300acdd42f0e3a0_508) . |  |  |  |  |  |  |
|  |  | Risk appetite and tolerance metric  We have moderate appetite for investment risk,  and set a risk tolerance of less than 27.5% of  CET1 capital for our unlisted principal  investment portfolio. |  |  | Positioning as of 31 March 2025  Our unlisted investment portfolio amounted to  £211  million, representing  8.2%  of CET1. |  |
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|  | Market risk in the  trading book | |  |  | Traded market risk is the risk of potential value changes in the trading book as a result  of changes in market factors such as interest rates, equity prices, commodity prices,  exchange rates, credit spreads and the underlying volatilities where derivatives are traded.  The trading book is defined as positions in financial instruments and commodities, including  derivative products and other off-balance sheet instruments that are held within the  respective trading desks | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • Independent market risk management teams identify, measure, monitor and manage market risk  • The focus of our trading activities is primarily to support our clients. Our strategic intent is that  proprietary trading should be limited and that trading should be conducted largely to facilitate client  flow  • Within our trading activities, we act as principal with clients or the market. Market risk exists where  we have taken on principal positions resulting from market making, underwriting and facilitation of  client business in the foreign exchange, interest rate, equity, credit and commodity markets  • Measurement techniques used to quantify market risk arising from our trading activities include  sensitivity analysis, value at Risk (VaR), stressed VaR (sVaR), expected shortfall (ES) and extreme  value theory (EVT). Stress and scenario analyses are used to add insight to possible outcomes under  severe market disruptions. | | | |  |
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|  | Further information | |  |
|  |  | Read more on pages [274](#i447e4d363cd344738300acdd42f0e3a0_514)  to  [277](#ia4eb1c9c51984900a6f282b3d0da7ae3_0-1-1-1-2494133). |  |
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|  |  |  |  |  | Risk appetite and tolerance metric  Market risk arises through our trading activities  which are primarily focused on supporting client  activity. Appetite for proprietary trading is  limited. We set an overall tolerance level of a  one-day 95% VaR of less than £2.25 million. |  |  | Positioning as of 31 March 2025  We met these internal limits; one-day 95% VaR  was £ 0.2  million at  31 March 2025. |  |
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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| PRINCIPAL RISKS  CONTINUED | | | | | |

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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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|  | Liquidity risk | |  |  | Liquidity risk refers to the possibility that, despite being solvent, we have insufficient  capacity to fund increases in assets or are unable to meet our payment obligations as  they fall due, in normal and stressed conditions. This includes repaying depositors or  maturing wholesale debt. This risk arises from mismatches in the timing of cash flows,  and is inherent in all banking operations and can be impacted by a range of institution-  specific and market-wide events | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • Our banking entity in the UK is ring-fenced from the Investec Group's banking entity in South  Africa and is required to meet the UK regulatory liquidity requirements  • Each geographic entity is self-sufficient from a funding and liquidity standpoint and must adhere  to the respective Board-approved risk appetite limits and management policy metrics  • The Bank maintains a liquidity buffer in the form of unencumbered cash, government or rated  securities (typically eligible for repurchase with the central bank), and near cash assets well  in excess of the regulatory requirements as protection against unexpected disruptions  in cash flows. We maintain a prudent approach to the mix of instruments in the liquidity buffer to  ensure it is available when and where required, taking into account regulatory, legal and other  constraints  • Daily liquidity stress tests are carried out in order to help accurately measure the liquidity profile  and ensure that in the absence of market or funding liquidity during periods of stress, obligations  will continue to be met  • The maintenance of sustainable prudent liquidity resources takes precedence over profitability  • The Bank targets a diversified funding base, avoiding undue concentrations by investor type,  maturity, market source, instrument and currency  • Our core loans are predominantly funded by stable funding  • The Bank does not rely on committed funding lines for protection against unforeseen  interruptions to cash flow  • The balance sheet risk management team independently monitors key daily funding metrics and  liquidity ratios to assess potential risks to the liquidity position, which further act as early warning  indicators of potential normal market disruptions  • Investec plc maintains a contingency funding and recovery plan designed to protect depositors,  creditors and shareholders and maintain market confidence during adverse liquidity conditions.  This document is reviewed and approved by IBP BRCC, DLC BRCC and by the IBP and DLC  Boards  • Investec plc undertakes an annual Internal Liquidity Adequacy Assessment Process (ILAAP)  which documents the approach to liquidity management across the firm, including IBP (solo  basis). This document is reviewed and approved by IBP BRCC, DLC BRCC and by the IBP and  DLC Boards. | | | |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [278](#i447e4d363cd344738300acdd42f0e3a0_517)  to  [283](#icd4ee75502c2463ea93e90de1b2ebc08_38996). |  |  |
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|  |  |  |  |  | Risk appetite and tolerance metric  The Bank carries a high level of liquidity in all its  banking subsidiaries in order to be able to cope  with shocks to the system, targeting a minimum  cash and near cash to customer deposit ratio  of 25%. |  |  | Positioning as of 31 March 2025  Total cash and near cash balances  amounted to £ 9.1  billion at year end  representing 42.2%  of customer  deposits. |  |
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| PRINCIPAL RISKS  CONTINUED | | | | | |

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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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|  | Interest rate risk in  the banking book  (IRRBB) | | |  | IRRBB arises from the impact of adverse movements in interest rates on both earnings and  economic value of equity. IRRBB is an inherent consequence of conducting banking  activities, and arises from the provision of non-trading banking services | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • The daily management of IRRBB is centralised within the Treasury of each banking entity and is  subject to local independent risk and local Asset and Liability Committee (ALCO) review  • Together with the business, the treasurer develops strategies regarding changes in the volume,  composition, pricing and interest rate characteristics of assets and liabilities to mitigate the interest  rate risk and ensure a high degree of net interest margin stability over an interest rate cycle. These  are presented, debated and challenged in the respective ALCO  • Each banking entity has its own Board-approved IRRBB policy and risk appetite, which is clearly  defined in relation to both earnings risk and economic value of equity risk  • The policy dictates that long-term (>one year) IRRBB is managed within Board-approved risk  appetite limits. Where natural hedges between banking book items do not suffice to reduce the  exposure within defined limits, interest rate swaps are used to transform fixed rate assets and  liabilities into variable rate items  • IRRBB is measured and analysed by utilising standard tools of traditional interest rate repricing  mismatch and net present value (NPV) sensitivity to changes in interest rate risk factors. | | | |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [282](#icd4ee75502c2463ea93e90de1b2ebc08_8896)  to  [283](#icd4ee75502c2463ea93e90de1b2ebc08_8889). |  |  |
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|  |  |  |  |  | Risk appetite and tolerance metric  A movement in rates can result in a negative  impact on revenues across the banking  industry. This risk is managed within the  Bank's risk appetite framework as a  proportion of capital and net interest income  in order to limit volatility. |  |  | Positioning at 31 March 2025  The Bank is within these tolerance metrics. The  UK regulatory framework requires banks to  assess their Pillar II requirements, including those  related to IRRBB, as part of systems and  processes included in their  Internal Capital  Adequacy Assessment Process (ICAAP) . |  |
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|  | Capital risk | |  |  | The risk that we do not have sufficient capital to meet regulatory requirements or that  capital is inefficiently deployed across the Bank | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • The Bank undertakes an approach to capital management that utilises both regulatory capital as  appropriate to the jurisdiction in which it operates and internal capital, which is an internal risk-  based assessment of capital requirements  • A detailed assessment of the regulatory and internal capital position is undertaken on an annual  basis and is documented in the ICAAP. The ICAAP is prepared at the consolidated Investec plc level  and incorporates the Bank (solo-consolidation basis)\*. The document is reviewed by the IBP, PLC  and DLC Capital Committees before being recommended for approval to the IBP BRCC, DLC BRCC  and the IBP and DLC Boards  • The determination of target capital is driven by our strategy, risk profile and risk appetite, taking into  account the regulatory and market factors applicable to the Group  • At the most fundamental level, we seek to balance our capital consumption between prudent  capitalisation in the context of the Group’s risk profile and optimisation of shareholder returns  • Our internal capital framework is designed to manage and achieve this balance  • The framework has been approved by the Board. The IBP Capital Committee (mandated by IBP  BRCC) is responsible for the oversight and management of capital and leverage.  • The leverage ratio is considered and monitored as part of the capital management framework. | | | |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [287](#i447e4d363cd344738300acdd42f0e3a0_526)  to  [291](#i7c92788fb1474a82a8a57477341a81fa_14283). |  |  |
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|  |  |  |  |  | Risk appetite and tolerance metric  We intend to maintain a sufficient level of capital to  satisfy regulatory requirements and our internal target  ratios. We target a Total Capital ratio range  of between 14% and 17%, a minimum Tier 1 ratio of >  11% and a CET1 ratio of > 10%, on a solo-consolidated  and consolidated basis for IBP.  We are a lowly leveraged firm and target a leverage  ratio in excess of 6%. |  |  | Positioning at 31 March 2025  The Bank met all these targets.  The leverage ratio is  10.5% . |  |
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\*IBP applies the provisions laid down in article 9 of the CRR (solo-consolidation waiver) and therefore includes Investec Investments (UK) Limited in the solo-

consolidation basis.

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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| PRINCIPAL RISKS  CONTINUED | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | Reputational risk | | |  | Reputational risk is damage to our reputation, name or brand. Reputational risk is often  associated with strategic decisions made and also arises as a result of other risks  manifesting and not being appropriately mitigated or managed | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • We have various policies and practices to mitigate and/or manage reputational risk, including strong  values that are regularly and proactively reinforced  • Reputational risk is mitigated and/or managed as much as possible through detailed processes and  governance/escalation procedures from business units to the Board, and from regular, clear  communication with Investec Group shareholders, customers and all stakeholders  • The Investec Group has a disclosure and market communications policy which is reviewed and  approved annually by the Investec Group ERC and DLC BRCC. | | | |  |
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|  | Further information | |  |  |
|  |  | Read more on page 83 of the  Investec Group's 2025 risk  and governance report. |  |  |
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|  |  |  | Risk appetite and tolerance metric  We have a number of policies and practices  in place to mitigate and/or manage  reputational risks. |  |  | Positioning at 31 March 2025  We have continued to mitigate and/or manage  these risks where possible throughout the year. |  |
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|  | Business and  strategic risk | |  |  | Business and strategic risk relates to external market factors that can create  income volatility | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • Bank strategy is directed towards generating and sustaining a diversified income base for the Bank  • The risk of loss caused by income volatility is mitigated through diversification of income sources,  reducing concentration of income from any one type of business or geography and maintaining a  flexible cost base  • In the instance where income falls we retain the flexibility to reduce costs (particularly variable  remuneration), thereby maintaining a competitive cost to income ratio. | | | |  |
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|  | Further information | |  |  |
|  |  | Read more on pages 4 to [14](#if5782f5257f740b3bf254301633fae81_4557),  pages 26 to [39](#ibd82281f51b144b4b74b2fd1e66068d5_5418) , pages 8 to  87 of the Investec Group's  2025 integrated and  strategic annual report and  pages 78 to 81 of the  Investec Group’s 2025 year-  end results booklet. |  |  |
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|  |  |  | Risk appetite and tolerance metric  The Investec Group aims to build a sustainable  business generating sufficient return to  shareholders over the longer term and seeks to  maintain strict control over fixed costs.  The Investec Group has a medium-term\* return  on equity (ROE) target range for its UK and  Other operations of 10% to 14%, a return on  tangible equity (ROTE) target range of 13% to  17%, and cost to income ratio target of below  58%. |  |  | Positioning at 31 March 2025  The Investec Group’s UK and Other operations  reported a ROE of 11.2% , a ROTE of  14.5% . and  a cost to income ratio of  52.7% .  The cost to income ratio for IBP was  50.2%. |  |
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\* Revised medium-term targets to 31 March 2027.

53

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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| PRINCIPAL RISKS  CONTINUED | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | Operational risk | |  |  | Operational risk is defined as the potential or actual impact to the Bank as a result of  failures relating to internal processes, people, systems or from external events. The impact  can be financial as well as non-financial such as customer detriment, reputational or  regulatory consequences | | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |  |  |  |
|  |  |  | • IBP manages operational risk through an embedded operational risk management framework  • Operational risk sub-types which are significant in nature are managed by dedicated specialist  teams within the Bank. These operational risk sub-types are addressed in specific, detailed risk  policies and procedures, but are included within the operational risk management framework and  are reported and monitored within the operational risk appetite. These sub-types include:  – Business disruption and operational resilience risk  – Conduct risk (including Consumer Duty)  – Data management risk  – Financial crime risk  – Fraud risk  – Information security and cyber risk  – Legal risk  – Model risk  – People risk  – Physical security and safety risk  – Processing and execution risk  – Regulatory compliance risk  – Tax risk  – Technology risk  – Third party risk  • The Bank maintains insurance to cover key insurable risks. | | | |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787) and pages 84 to 87  of the Investec Group’s 2025  risk and governance report. |  |  |
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|  |  |  |  |  | Risk appetite and tolerance metric  We monitor the level of acceptable operational  risk exposure/loss through qualitative and  quantitative measures. |  |  | Positioning at 31 March 2025  Operational risk exposures and losses  continue to be monitored against the tolerance  levels with appropriate escalation and action  where required. |  |
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| --- | --- | --- | --- | --- | --- | --- |
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|  | Operational risk –  Business disruption  and operational  resilience risk | | |  | The risk associated with disruptive incidents which may impact critical functions and  important business services including key dependencies such as processes, premises,  employees, equipment, third party services and technology systems |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |
|  |  | • IBP maintains business continuity through appropriate resilience strategies that cater for severe but  plausible scenarios, irrespective of the cause  • These strategies include, but are not limited to, enabling employees to work from home, the  application of high availability technology solutions, obtaining third party dependency business  continuity assurances, implementing substitutability arrangements and ensuring readiness of  physical solutions for critical infrastructure components  • Resilience testing is conducted annually to validate business continuity strategies and ensure they  remain effective and appropriate. This includes annual recovery testing for all key systems that  support important business services. |  |
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|  | Further information | |  |  |
|  |  | Read more on  pages  [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRINCIPAL RISKS  CONTINUED | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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| --- | --- | --- | --- | --- | --- | --- |
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|  | Operational risk –  Conduct risk | | |  | The risk associated with inappropriate behaviours or business activities that may lead to  client, counterparty or market detriment, erosion of Investec values, culture and ethical  standards expected of its employees, reputational and/or financial damage to the Bank |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |
|  |  |  | • IBP’s approach to conduct risk is driven by our values and philosophy, ensuring that the Bank  operates with integrity and puts the wellbeing of its customers at the heart of how the business is  run  • Risk and Conduct Forums have the objective of ensuring that the Bank maintains a customer-  focused and fair outcomes-based culture  • There is regular conduct risk reporting to relevant ERC, BRCC and Board committees  • The conduct risk policy is designed to create an environment for consumer protection and market  integrity within the business, supported with the right conduct risk management framework  • Consumer Duty rules and guidance set higher and clearer standards of consumer protection across  the financial services industry and require institutions to put their customers’ needs first. These  requirements have been incorporated into conduct risk frameworks, policies and governance  arrangements. |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520) ,  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787)  and pages 84 to 86 of the  Investec Group's 2025 risk  and governance report. |  |  |
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| --- | --- | --- | --- | --- | --- | --- |
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|  | Operational risk –  Data management  risk | | |  | The risk associated with mismanagement in acquiring, processing, storing and protecting  data. Issues with data quality, reliability or corruption can adversely impact business  decisions, client services and financial reporting |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |
|  |  | • The Bank promotes strong data management practices and ensures accountability for data across  the organisation. This includes managing data modelling and architecture, reference data, master  data, metadata, and reporting any data quality issues  • Adoption of necessary data management tooling is in place for data consolidation, storage, data  security, privacy, accessing data and reporting  • Data flows and reconciliations are automated as far as possible and integration between systems is  streamlined to reduce the need for manual tasks, minimise data processing delays and limit single  points of failure  • Data quality is monitored, reported and enhanced in line with business needs and regulatory  principles  • Predictive analytics and data insights are utilised to support proactive risk management  • Data retention and destruction processes are designed to meet business needs and comply with  applicable legal obligations. |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRINCIPAL RISKS  CONTINUED | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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| --- | --- | --- | --- | --- | --- | --- |
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|  | Operational risk –  Financial crime risk | | |  | The risk associated with the possibility of handling proceeds of crime, financing of  terrorism, proliferation financing, sanctions breaches and bribery or corruption, as well as  any related regulatory breaches |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |
|  |  |  | • Established policies, procedures and controls are in place to promote business with clients in such a  manner that minimises exposure to money laundering and terrorist or proliferation financing,  sanction breaches, bribery or corruption  • Regular training is provided to employees to create awareness to identify and report suspicion of  money laundering and terrorist or proliferation financing  • A risk-based approach supports these objectives, while complying with the Bank’s regulatory  compliance obligations. At a high level the control framework ensures that:  – Sufficient information about existing and prospective clients is obtained  – All clients and prospective clients are risk rated and verification commensurate with their risk  profile is conducted  – All prospective and existing clients and relevant related parties are screened against relevant lists  (including applicable sanctions list) to identify increased financial crime risk  – Suspicious transactions and terrorist or proliferation financing are identified and reported to the  relevant regulatory bodies  – Existing and prospective clients that are not within the Bank’s financial crime risk appetite are  exited or declined  – An independent integrity (whistleblowing) line is in place to ensure that staff can report  regulatory breaches, allegations of fraud, bribery or corruption, and non-compliance with policies  – There is regular reporting to IBP BRCC. |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520) ,  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787)  and page 86 of the  Investec Group's 2025 risk  and governance report. |  |  |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | Operational risk –  Fraud risk | | |  | The risk associated with any kind of criminal conduct arising from fraud, corruption, theft,  forgery and misconduct by employees, clients, suppliers or any other internal or external  stakeholder | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities | | |  |
|  |  |  | • The Bank manages internal and external fraud risk through an integrated framework which includes  global policies, standards and methodologies and adherence to these are proactively monitored  • Detection and prevention systems are utilised to help identify potential fraud, reaching out to clients  or suppliers where appropriate to validate or discuss concerns  • Fraud risk assessments are conducted to proactively identify and map existing preventative and  detective controls to the relevant fraud risks to ensure effective mitigation  • Fraud prevention and detection controls are enhanced on an ongoing basis in response to  regulatory requirements and increased fraud losses across the industry due to existing and new  fraud modus operandi  • Industry collaboration assists with fraud prevention efforts and the recovery of funds that have  been paid away  • Practices which comply with updated regulations, industry guidance and best practice are  embedded within the Bank  • Awareness of existing and horizon fraud threats is created through internal training and education  of clients and intermediaries on fraud prevention and detection. | | |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRINCIPAL RISKS  CONTINUED | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | Operational risk –  Information security  and cyber risk | | |  | The risk associated with unauthorised access, use, disclosure, modification or destruction of  information assets, including cyber threats to the Bank’s operations and data | | |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities | |  |  |
|  |  |  | • The risk is managed by addressing both internal and external threats to our systems and data  • Internal threats relate to data theft, inappropriate access or confidentiality breaches by employees  – Data protection controls have been implemented in line with data sensitivity, with advanced data  loss prevention measures of confidential data  – Access to systems and data is tightly controlled and regularly reviewed  – Privileged IT access is restricted and administrative accounts are protected by strong  authentication and automated password management  – A dedicated insider threat team drives targeted monitoring to detect anomalous behaviours and  proactively identify and respond to potential data loss events  – Ongoing security training of all employees ensures high level of awareness and vigilance,  augmented by tailored training for specific audiences and risks  • External threats relate to cyberattacks such as ransomware, denial of service and cyber fraud  – An adaptive cyber strategy evolves with the changing cyber threat landscape  – We leverage advanced technologies for layered protection against sophisticated attacks  – Cyber risk is monitored by a 24/7 global team, collaborating with external threat intelligence  partners and industry groups to identify and respond to emerging risks  – Cyber controls are stress-tested through security assessments, attack simulations and executive  cyber exercises, run both internally and in conjunction with independent specialists  – Continuous improvement, is driven by maturity benchmarking against industry peers and  monitoring through leading cyber rating platforms  – Periodic updates to the Board keep them abreast of the threat landscape and informed on the  Bank’s security position  • Investec actively researches the potential security risks posed by artificial intelligence (AI) and the  development of proactive mitigation. This includes threat simulations to assess our ability to detect  and prevent deepfake attacks and AI-powered malware  • Information security and cyber risk are reported to the DLC IT and Risk and Governance Committee  with material issues escalated to IBP BRCC. | | |  |
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|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
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|  | Operational risk –  Legal risk | |  |  | The risk associated with losses resulting from any of our rights not being fully enforceable or  from our obligations not being properly performed. This includes our rights and obligations  under contracts entered into with counterparties. Such risk is especially applicable where the  counterparty defaults and the relevant documentation may not support the anticipated rights  and remedies in the transaction |  |
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|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities |  |
|  |  |  | • Members of the legal risk function are mandated to ensure we keep abreast of developments and  changes in the nature and extent of our activities, and to benchmark our processes against best  practice  • The key principles of the legal risk policy describe the overall responsibility of the legal risk function,  outline how legal risks are to be assessed and how material legal risks should be reported and  escalated where necessary  • There is a central independent in-house legal team with embedded business unit legal officers where  business volumes or needs dictate  • The legal risk function is supplemented by suitably qualified third party legal firms/counsel to be  utilised where necessary  • The Board may, at their discretion, constitute dedicated committees to deal with specific legal  matters. |  |
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|  |  |  |  |  |  |
|  | Further information | |  |  |  |
|  |  | Read more on page 83 of the  Investec Group's 2025 risk  and governance report. |  |  |  |
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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRINCIPAL RISKS  CONTINUED | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | Operational risk –  Model risk | | |  | The risk associated with the adverse consequences that arise from decisions based on  incorrect or misused model outputs (including reports). Material sources of model risk  include: credit model risk, liquidity model risk, trading book model risk and IRRBB model risk | | |  |
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|  |  |  |  |  |  |  |  |  |
|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities | |  |  |
|  |  |  | • The Bank manages model risk through embedded, risk specific frameworks and policies  • Model governance forums employ a set of mechanisms such as regular model reviews (prioritised  by risk), model validations and overlays to manage this risk  • The frameworks address roles and responsibilities, governance processes and committees and  approaches to managing model risk  • Material models are recorded in a model inventory, which tracks approval status, validation date,  ongoing issues, caveats/recommendations in relation to model use, as well as the model validation  findings  • Models are subject to independent initial and then regular validation by specialist risk teams; the  frequency and scale of which is determined by their assessed risk  • The relevant committees are mandated to oversee model risk and have delegated further oversight  and approval to appropriate sub-committees. | | |  |
|  |  | |  |  |
|  |  | |  |  |
|  |  | |  |  |
|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
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|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Operational risk –  People risk | |  |  | The risk associated with the inability to recruit, develop, retain and engage diverse talent  across the organisation and remain aligned to the Investec purpose, values and culture | | |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities | |  |  |
|  |  |  | • Our people and organisation team plays a critical role in assisting the business to achieve its  strategic objectives, which are matched to learning strategies and market trends  • The people and organisation team also works with leadership to strengthen the culture of the  business, ensure its values are lived, build capability and contribute to the long-term sustainability  of the organisation  • The people and organisation team is mandated to enable the attraction, recruitment, development  and retention of talent who can perform in a manner consistent with our culture and values  • We focus on building a strong, diverse and capable workforce by providing a workplace that  stimulates and rewards distinctive performance  • Investec invests significantly in opportunities for the development of all employees, and in  leadership programmes to enable current and future leaders of the Group  • Internal mobility is a key element for our people strategy, it drives succession, supports our One  Investec Group strategy and is a valuable retention mechanism. | | |  |
|  |  | |  |  |
|  |  | |  |  |
|  |  | |  |  |
|  | Further information | |  |  |
|  |  | Read more on pages 124 and  125 of the Investec Group's  2025 integrated and  strategic annual report and  the Investec Group’s 2025  sustainability report which is  published and available on  our website:  www.investec.com. |  |  |
|  |  |  |  |  |  |  |  |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Operational risk –  Physical security  and safety risk | |  |  | The risk associated with the potential or actual impact to the Bank arising from threats to  people, assets, facilities, or information due to unauthorised access, theft, vandalism, natural  disasters, or other physical threats | | | |
|  |  |  |  |  |  |  |  |  |
|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities | |  |  |
|  |  |  | • There is 24/7 surveillance and access control including CCTV monitoring, security personnel, and  controlled access systems at all Investec office locations  • Continuous evaluation is conducted on emerging security threats through intelligence gathering and  site risk assessments  • Security awareness programmes train employees on physical security, and emergency preparedness. | | | |
|  | Entrepreneurial_Culture_Black.png  Digitalisation_Black.png  Strategic_use_of_Data_Black.png | |  |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  | More information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
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58

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| --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |
| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRINCIPAL RISKS  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Operational risk –  Processing and  execution risk | | |  | The risk associated with the failure to process, manage and execute transactions and/or  other processes (such as change) completely, accurately and timeously due to human error  or inadequate process design or implementation | | |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities | |  |  |
|  |  |  | • The Bank seeks to minimise process failures or human error which can disrupt operations or impact  delivery of services to clients  • Policies, processes, procedures and key monitoring controls which mitigate against control failures  are implemented to protect clients, markets and the Bank from detriment  • Key business processes are regularly reviewed and the relevant risks assessed through the risk and  control self-assessment process  • We manage operational capacity to meet client and industry needs and continue to explore  automation to improve efficiency and reduce human error  • Material change is managed through dedicated projects with formalised project governance. | | |  |
|  |  | |  |  |
|  |  | |  |  |
|  |  | |  |  |
|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Operational risk –  Regulatory  compliance risk | | |  | The risk associated with changing legislation, regulation, policies, voluntary codes of  practice and their interpretation in the markets in which we operate | | | |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities | |  |  |  |
|  |  |  | • The Bank remains focused on achieving the highest levels of compliance with applicable legislation  and/or regulation and professional standards in each of our jurisdictions  • Our culture is a major component of our compliance framework and is supported by robust  frameworks, policies, processes and talented professionals who ensure that the interests of our  stakeholders remain at the forefront of everything we do  • An independent integrity (whistleblowing) line is in place to ensure that staff can report regulatory  breaches, allegations of fraud, bribery and corruption, and non-compliance with policies  • There are independent compliance, legal and risk management functions in each of our core  operating jurisdictions, which ensure that the Bank implements the required processes, practices  and policies to adhere to applicable legislation and/or regulation and professional standards. | | | |  |
|  |  | |  |  |
|  |  | |  |  |
|  |  | |  |  |
|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520) ,  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787)  and pages 84 and 85 of  the Investec Group's 2025  risk and governance report. |  |  |
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59

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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRINCIPAL RISKS  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Operational risk –  Tax risk | | |  | The risk associated with inadequate tax planning, transaction execution, tax compliance and  reporting failures | | | |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Link to strategy and  opportunities | |  |  | Monitoring and mitigation activities | |  |  |  |
|  |  |  | • IBP’s control environment for the management and mitigation of tax risk includes a formalised tax  strategy, framework, policy and processes  • The Bank ensures that all transactions and financial products and services are commercially motivated  • All advisory and tax planning work is conducted in accordance with the relevant tax laws, regulations  and intentions of legislators of the country in which the Bank operates. | | | |  |
|  |  | |  |  |
|  |  | |  |  |
|  |  | |  |  |
|  | Further information | |  |  |
|  |  | Read more on  pages  [284](#i447e4d363cd344738300acdd42f0e3a0_520) ,  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787)  and  page 87 of the Investec  Group's 2025 risk and  governance report. |  |  |
|  |  |  |  |  |  |  |  |  |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Operational risk –  Technology risk | |  |  | The risk associated with disruption to or malfunction of critical IT infrastructure, systems or  applications that support key business processes and client services | | | |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Link to strategy and  opportunities | |  |  | Risk management and key mitigating actions | |  |  |  |
|  |  |  | • The technology environment is proactively monitored for continuous visibility of operational performance  and availability  • Mature incident management processes and continuity plans support a resilient technology environment  that is able to respond to disruption and minimise interruption to business services  • A defined, business-aligned strategy directs implementation of new technologies to enhance resilience,  scalability and modernise legacy systems  • Internal controls are automated where possible and augmented with monitoring to reduce human error  and enhance efficiency  • Technology governance structures provide oversight of IT projects and new investments in  infrastructure and software. | | | |  |
|  |  | |  |  |
|  |  | |  |  |
|  |  | |  |  |
|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
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60

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| 03 |  | Risk management and  governance |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| PRINCIPAL RISKS  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Link to strategy – key | | | | | | | | | | | | | | | | |
|  | Connected client  ecosystems |  |  | Growth initiatives |  |  | Optimisation of  returns |  |  | Entrepreneurial  culture |  |  | Digitalisation |  |  | Strategic use  of data |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Operational risk –  Third party risk | |  |  | The risk associated with the reliance on and use of external providers of services to the Bank | | | |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Link to strategy and  opportunities | |  |  | Risk management and key mitigating actions | |  |  |  |
|  |  |  | • Formal policies and practices govern the assessment of suitability, selection, approval, oversight as well  as the off-boarding process of third party service providers  • A dedicated third party management team coordinate and drive consistency of third party practices,  supported by a centralised vendor management platform  • Robust due diligence processes are in place to evaluate and periodically review the adequacy and  resilience of third party controls, applying the appropriate level of rigour based on risk and materiality  • Comprehensive legal agreements and ongoing monitoring ensures that contractual obligations are met,  required service levels are maintained, and data appropriately safeguarded  • Appropriate supplier business contingency plans, including exit strategies for key/critical vendors, are  established and managed to minimise client impact following any disruption in service  • Regular monitoring is conducted to maintain an understanding of our strategic partnerships with  technology service providers and that of any fourth party providers  • Service disruption or security risks that third parties may introduce are identified and managed  • Significant importance is placed on adhering to the relevant laws and regulations related to third parties,  including third parties' policies on modern slavery. These are carefully reviewed by specialist teams and  any potential concerns escalated where appropriate. | | | |  |
|  |  | |  |  |
|  |  | |  |  |
|  |  | |  |  |
|  | Further information | |  |  |
|  |  | Read more on pages [284](#i447e4d363cd344738300acdd42f0e3a0_520)  and  [285](#i1fdbebb419f840ebbb5c57214c5b5c45_4787). |  |  |
|  |  |  |  |  |  |  |  |  |  |

Emerging and other risks

Emerging risks have been identified are highlighted on pages 27 to 29 of the Investec Group's 2025 risk and governance report and

should be read in the context of our approach to risk management and our overall Investec Group risk appetite framework.

|  |  |
| --- | --- |
|  |  |
|  | Additional risks and uncertainties not presently known to us or that we currently deem immaterial may in the future also negatively impact  our business operations. Emerging and other risks are factored into the Board’s viability assessment. Read more on page [88](#i447e4d363cd344738300acdd42f0e3a0_241) |

61

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CHAIR'S INTRODUCTION | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  | John Reizenstein  Chair |
|  |  | The Bank is well positioned to execute on  its strategy and achieve diversified and  sustainable growth |
|  |  |

As indicated in last year’s annual report, I was appointed as a

Non-Executive Director and took the role of Chair of Investec

Bank plc on 1 July 2024 following a handover from my

predecessor, Brian Stevenson. I would like to start by extending

my thanks to Brian for his diligent and comprehensive handover,

and also for his role in steering the Bank over the last eight

years.

The Board is responsible for the governance and performance

of the Bank and for setting its strategic direction, guided by the

Investec Group’s wider strategy and in alignment with the

Group’s purpose and values.

The Bank has continued to perform well, in light of the

challenging external environment and heightened levels of

uncertainty. Profit levels have been sustained, alongside

continued investment, to support the Bank’s growth strategy.

#### Strategy

The Board regularly reviews strategy and during the year we

held a Board strategy day to consider potential opportunities

and growth initiatives. These included enhancing the Private

Client offering, expansion in Europe and India and further

development of the Bank’s fund solutions business.

In the prior financial year there had been two significant

strategic actions, the All-Share Combination of Investec Wealth

& Investment (IW&I) UK with Rathbones Group plc (Rathbones)

and the acquisition of a majority stake in Capitalmind. With

regard to Rathbones, the Board had maintained its oversight of

the integration progress, supporting the development of the

strategic partnership between the two organisations.

Capitalmind has been rebranded to Investec Continental Europe

Advisory and the expansion in Europe continues, enabling the

Bank to service more clients across numerous sectors, sharing

knowledge and expertise.

The Bank continued to manage the fast pace of regulatory

change within the sector. The Board and the Board Risk and

Capital Committee continued to support management in its

compliance with the Financial Conduct Authority’s (FCA’s)

Consumer Duty requirements and the operational resilience

requirements.

The Bank has again made progress as it looks to migrate from

the Standardised Approach for capital to the Internal Ratings

Based (IRB) Approach. The Board will continue to monitor and

challenge progress. Migration will better allow stakeholders to

compare Investec with its peers and enable the Bank to

optimise its capital.

|  |  |
| --- | --- |
|  |  |
|  | Read more detail of key regulatory projects  in the Board Risk and Capital Committee  report on [pages 83 to 87](#i447e4d363cd344738300acdd42f0e3a0_235). |

|  |  |
| --- | --- |
|  |  |
|  | Read more on the Bank’s  strategy on [page 9](#i2ba3b06dbf3c4710a4c54fab329f009e_273). |

Financial performance

The Bank reported good results against a challenging macro-

economic backdrop driven by worsening geopolitical tensions,

the new Labour government’s fiscal policy and other factors

including subdued gross domestic product (GDP) growth and a

changing interest rate environment. Operating profit has been

resilient; this is a testament to the strength of our client

franchises and has been achieved while successfully

maintaining cost discipline, strong liquidity and conservative

capital buffers.

|  |  |
| --- | --- |
|  |  |
|  | Read more on our financial  performance on [pages 26 to 39](#i447e4d363cd344738300acdd42f0e3a0_106). |

Stakeholder engagement

The Board recognises the importance of establishing and

maintaining good relationships with all stakeholders. We work

hard to understand the particular needs of each and determine

the most effective way to engage with them.

|  |  |
| --- | --- |
|  |  |
|  | Read more in our Section 172(1) statement on [pages 15 to](#ie3c0f0ecbe744ceeaff4a20772cdfe84_1253)  [22.](#ie3c0f0ecbe744ceeaff4a20772cdfe84_1253) |

62

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CHAIR'S INTRODUCTION  CONTINUED | | | | | |

Succession planning and Board and

committee changes

The composition of the Board and its committees remains under

review by the Nomination Committee.

As previously mentioned, I assumed the role of Chair of

Investec Bank plc and Chair of the IBP Nomination Committee in

July 2024 in succession to Brian Stevenson. Zarina Bassa also

stepped down as a director following the Investec plc Annual

General Meeting (AGM) in August 2024.

Vivek Ahuja joined the Board as an independent Non-Executive

Director on 5 March 2025 and was appointed as a member of

the IBP Audit Committee, Board Risk and Capital Committee and

Remuneration Committee. This appointment further

complements and strengthens the Board and its committees.

During the year the Board considered the skills and expertise of

the Executive Directors and reviewed succession plans for the

Executive Directors and senior executive management.

|  |  |
| --- | --- |
|  |  |
|  | Read more on the Nomination  Committee on [page 71 to 74](#i447e4d363cd344738300acdd42f0e3a0_223). |

People and culture

The Board keeps culture under review, with regular updates and

deep dives to enable a deeper understanding of the issues

faced by our people and the strength of our culture. The Board

also reviewed the approach to workforce engagement during

the year to ensure that it remained appropriate. The output from

workforce engagement and the insight provided by the Bank’s

designated Non-Executive Director for workforce engagement,

David Germain, made important contributions to the Board’s

oversight of relevant issues.

The Board recognises that culture is a key differentiator for

Investec and one that drives behaviour. It enables us to fulfil our

purpose and achieve the Bank’s strategic objectives.

Investec prioritises diversity and inclusion and the Board

received regular updates on our diversity profile and

management’s progress in driving diverse recruitment and

inclusive programmes of work across the business.

|  |  |
| --- | --- |
|  |  |
|  | More details of the approach to diversity and  workforce engagement can be found on [page 16](#i6616e40c86a1460fbec90c8a1d5ef4e0_2-1-3-3-2997111) and  [page 124-125](integratedreport-march2025.htm#ib27636d1a6184801867ab4169b0c8315_11544872094801) and [page 152](integratedreport-march2025.htm#ib27636d1a6184801867ab4169b0c8315_412) of the Investec Group’s  2025 integrated annual report. |

Sustainability

Our desire to make a meaningful contribution to the world in

which we live is at the heart of our values. Environmental, social

and governance (ESG) issues have been on the Board’s agenda

and we have received regular updates on the business’s approach

to these matters, with a particular focus on the Bank’s requirement

to adhere to the Corporate Sustainability Reporting Directive

(CSRD) and the Group’s recently published Sustainable and

Transition Finance Framework targets. We remain resolute in our

commitment and endeavour to create enduring worth through

transformational growth for our people, clients, shareholders,

communities and planet.

|  |  |
| --- | --- |
|  |  |
|  | Further details of the business’s engagement on ESG can  be found in the Investec Group’s sustainability report  which is published and available on the Investec website. |

Board effectiveness

Ensuring the Board’s effectiveness is a key component of

governance. This year the Board participated in an externally

facilitated evaluation process with the support of an

independent third party, Fidelio Partners. The findings of this

review confirmed that the Board and its committees were

operating effectively. The Board’s response to the review is to

seek ways to build on its effectiveness in order to add more

value to stakeholders.

|  |  |
| --- | --- |
|  |  |
|  | More detail on the findings and progress against them can  be found on [page 73 to 74](#ie3d90699d1cb4734b16b6320eda58ccb_50538). |

Corporate governance code

The Board has applied the UK Corporate Governance Code

2018 (the Code) for the year under review.

As advised in the previous year’s report, a decision had been

taken to leave the position of Senior Independent Director

vacant as it was agreed that given the structure of the Investec

Group, there were sufficient arrangements in place.

|  |  |
| --- | --- |
|  |  |
|  | The explanation and further details of how we applied the  Code can be found in our statement of compliance on [page](#i447e4d363cd344738300acdd42f0e3a0_205)  [66](#i447e4d363cd344738300acdd42f0e3a0_205). |

Looking ahead

The environment in which the Bank operates continues to be

challenging. There are risks which will need to be managed

carefully as a result of the political environment globally and the

impact of the new US administration, the continuing uncertainty

in markets and supply chains, lack of consumer confidence and

limited economic growth. Notwithstanding the macro-economic

challenges, the Bank remains focused on short and long-term

delivery. This includes strategic initiatives previously mentioned

and the maintenance of overall technological and operational

resilience. The Board monitors the impact of economic

conditions and will continue to oversee the risk management,

liquidity and governance of the Bank and its subsidiaries as

markets evolve.

Regulatory developments will be kept under review as the

Labour government has indicated its ambition to deregulate and

enhance the UK’s competitiveness and reduce bureaucracy.

The Bank will continue to meet regulatory expectations with a

focus on key regulatory projects specifically, the Resolvability

Assessment Framework and the migration to IRB. The next

financial year will also see the implementation of the Financial

Reporting Council’s (FRC’s) UK Corporate Governance Code

2024 and the Board will remain dedicated to maintaining strong

governance principles.

The Bank’s performance this year validates the resilience of its

platform for delivering sustainable growth. I would like to thank

the senior management team and all our committed employees

for their dedication and hard work over the last year.

#### John Reizenstein

Chair

19 June 2025

63

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| DIRECTOR BIOGRAPHIES | | | | | |

#### Who we are

#### Biographies

#### of our current directors are

#### outlined below, including their relevant

#### skills and experience, key external

#### appointments and any appointments

#### to Board committees.

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| Committee membership key | | | |
|  |  |  | IBP BRRC |
|  | B |  |
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|  |  |  | IBP Nomination Committee |
|  | N |  |
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|  |  |  | IBP Remuneration Committee |
|  | R |  |
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|  |  |  | IBP Audit Committee |
|  | A |  |
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|  |  |  | Denotes Committee Chair |
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|  |  |  |

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| Henrietta_Baldock.png  Henrietta  Baldock  Independent  Non-Executive Director | | | | | |  | R |  |  |  |  |  |  |  |  |
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|  | Director of DLC Board, Chair of DLC  Remuneration Committee and member of  DLC BRCC and DLC Nomdac | | | | | | | | |
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|  | Age  54  Nationality  British  Qualifications  BSc (Hons)  Date of appointment  10 February 2021 | | | | | | | | |
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| Relevant skills and experience  Henrietta has extensive knowledge of the financial services  sector, through her 25 years’ experience in investment banking,  most recently as Chair of the European Financial Institutions  team at Bank of America Merrill Lynch, where she advised many  boards on a number of significant transactions. In 2021,  Henrietta was appointed Chair of Investec Wealth & Investment  (UK), a position she held until the completion of the all-share  combination with Rathbones in September 2023. Following this,  Henrietta was appointed to the Rathbones Group plc Board.  Henrietta’s industry experience demonstrates her valuable  strategic and transformation advisory skills. | | | | | | | | | | | | | | | |
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| External appointments  Legal and General Assurance Society Limited, Legal and  General Group plc and Rathbones Group plc | | | | | | | | | | | | | | | |

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| John Reizenstein.png  John  Reizenstein  Chair | | | | | |  | B |  | N |  | R |  |  |  |  |
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|  | Age  68  Nationality  British/German  Qualifications  MA  Date of appointment  2 April 2024 | | | | | | | | |
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| Relevant skills and experience  John is an experienced financial executive and former  banker with extensive financial services experience across  insurance, investment banking and markets. John has held  a number of senior client-facing roles at UBS and Goldman  Sachs, as well as Executive Board positions as Managing  Director, Corporate & Markets at Co-operative Financial  Services and as Chief Financial Officer at Direct Line  Insurance Group plc. John has also served as a Board  member of Scottish Widows. | | | | | | | | | | | | | | | |
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| External appointments  Beazley plc and Farm Africa | | | | | | | | | | | | | | | |

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| Vivek_Ahuja.png  Vivek  Ahuja  Independent  Non-Executive Director | | | | | |  | A |  | B |  | R |  |  |  |  |
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|  | Director of DLC Board, member of DLC  Remuneration Committee, DLC BRCC  and DLC Audit Committee | | | | | | | | |
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|  | Age  58  Nationality  Singaporean  Qualifications  FCA (ICAEW), BCom  Date of appointment  5 March 2025 | | | | | | | | |
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| Relevant skills and experience  Vivek has a strong banking background with a deep  understanding of finance, strategy, mergers and acquisitions  (M&A), business & operational transformation, risk  management, and corporate governance. He also has  experience in corporate, commercial, consumer, private,  institutional and business banking as well as private equity and  investment banking. Vivek is a qualified accountant who has  held senior financial roles culminating in Deputy Group Chief  Financial Officer (CFO) at Standard Chartered plc. He joined  the PZ Cussons plc (FTSE 250) Board in 2024 as Independent  Non-Executive Director, Senior Independent Director and Chair  of the Audit and Risk Committee and was appointed to  Aberdeen Group plc as Independent Non-Executive Director,  Chair of the Audit Committee and a member of the Risk  Committee and Nomination and Governance Committee. He  was also an Independent Non-Executive Director and Chair of  the Risk Committee at Natwest Markets plc where he served  for over six years. | | | | | | | | | | | | | | | |
| External appointments  PZ Cussons plc, Aberdeen Group plc and Ebury Partners  Limited | | | | | | | | | | | | | | | |

64

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| DIRECTOR BIOGRAPHIES  CONTINUED | | | | | |

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| DavidGermaine.png  David  Germain  Independent  Non-Executive Director | | | | | |  | B |  | N |  |  |  |  |  |  |
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|  | Age  49  Nationality  British  Qualifications  FBCS, CITP, FIET  Date of appointment  15 September 2020 | | | | | | | | |
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| Relevant skills and experience  David has extensive technology, operations and  transformation experience in financial services. He was  previously Group Chief Information Officer (CIO) for QBE  Limited, Group, UK & International CIO for RSA Limited where  he had oversight of significant and complex information  technology (IT) transformation projects and has previously  held a number of other leadership roles, including Head of  Technology, Operations and Product at the Royal Bank of  Scotland Corporate and Private Banking, COO/CAO at  Deutsche Bank Capital Markets, Chief Operating Officer  (COO) at Close Brothers Retail and EMEA CIO at GE Capital. | | | | | | | | | | | | | | | |
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| External appointments  University of Cambridge and Great Ormond Street  Hospital Charity | | | | | | | | | | | | | | | |

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| LesleyWatkins.png  Lesley  Watkins  Independent  Non-Executive Director | | | | | |  | A |  | B |  | R |  | N |  |  |
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|  | Age  66  Nationality  British  Qualifications  BSc (Hons) (Mathematics), FCA  Date of appointment  13 November 2018 | | | | | | | | |
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| Relevant skills and experience  Lesley has long-standing knowledge of audit and assurance  and regulatory reporting having worked at PwC and  subsequently as Finance Director of private equity firm,  Calculus Capital Limited. She also has significant experience  of governance and strategy in financial services, having been  a Managing Director at UBS and Deutsche Bank as well as  having been a Non-Executive Director and Audit Chair at the  Competition Commission, Panmure Gordon & Co Plc, Game  Digital plc and Braemar plc. | | | | | | | | | | | | | | | |
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| External appointments  Chaucer Syndicates Limited, Chaucer Insurance  Company Designated Activity Company and Great  Lakes Insurance UK Limited | | | | | | | | | | | | | | | |

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| Paul Seward.png  Paul  Seward  Independent  Non-Executive Director | | | | | |  | A |  | B |  |  |  |  |  |  |
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|  | Age  69  Nationality  British  Qualifications  BSc (Hons) (Mathematics)  Date of appointment  1 April 2019 | | | | | | | | |
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| Relevant skills and experience  Paul has comprehensive experience of strategy and risk  governance in financial services having held a number of  senior executive roles including Chief Risk Officer (CRO) at  HSBC UK, as well as having held a number of Non-Executive  Directorships including M&S Bank, HSBC Asset Finance,  HSBC Life (UK) Limited and Axis Bank UK Limited. Paul was  also a Trustee and Chair of the Audit and Risk Committee of  the HSBC plc pension fund. | | | | | | | | | | | | | | | |
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| External appointments  None | | | | | | | | | | | | | | | |

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| Marle_van_der_Walt.png  Marlé  van der Walt  Executive Director,  IBP Finance Director | | | | | |  |  |  |  |  |  |  |  |  |  |
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|  | Age  49  Nationality  South African  Qualifications  BAcc (cum laude), BAcc Hons  (cum laude), CA(SA), Program for  Leadership Development at  Harvard Business School (HBS)  and Alumni  Date of appointment  20 September 2022 | | | | | | | | |
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| Relevant skills and experience  Marlé has more than 25 years’ experience in the financial  services industry and has deep technical expertise across  various areas, including finance, capital, model development,  operations, risk, audit and implementing complex projects. She  has played a key role in significantly enhancing financial  performance, implementing strategic projects, encouraging  technological progress and streamlining of systems at the  bank over her 13 plus years. Marlé started her career in South  Africa at PwC and worked at BOE Bank, Nedbank and Absa  before joining Investec in 2010 as the Chief Internal Auditor.  She was then the CFO for the Specialist Bank in South Africa  for three years during which she also served on the Investec  Bank Limited Board as Financial Director. Marlé was appointed  as Finance Director in September 2022. | | | | | | | | | | | | | | | |
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| External appointments  None | | | | | | | | | | | | | | | |

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| DIRECTOR BIOGRAPHIES  CONTINUED | | | | | |

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| Fani_Titi.png  Fani  Titi  Executive Director,  Group CE | | | | | |  | Director of DLC Board and member of  DLC BRCC | | | | | | | | |
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|  | Age  62  Nationality  South African  Qualifications  BSc Hons (cum laude),  MA, MBA  Date of appointment  3 August 2011 | | | | | | | | |
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| Relevant skills and experience  Fani was appointed joint Chief Executive Officer (CEO) of  Investec Group on 1 October 2018 and sole Group Chief  Executive on 16 March 2020. Prior to that Fani chaired the  Investec Group Board between November 2011 and May  2018, and was a member of the Investec Group Board since  January 2004. Prior to joining Investec, Fani was a private  equity professional with the private equity groups the Tiso  Group and Kagiso Trust Investment Investments. Fani brings  extensive banking and commercial expertise to the Board. | | | | | | | | | | | | | | | |
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| External appointments  BUD Group Holdings (Pty) Ltd.  GH Media Group Proprietary Ltd. | | | | | | | | | | | | | | | |

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| RuthLeas.png  Ruth  Leas  Executive Director,  IBP CEO | | | | | |  | Age  53  Nationality  British  Qualifications  BA(Hons) (Economics) (cum  laude), MPhil (Cantab)  Date of appointment  27 July 2016 | | | | | | | | |
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| Relevant skills and experience  Ruth has deep knowledge of Investec and banking having  joined Investec in South Africa in 1998. She moved to Investec  in London in 2002 and was appointed co-head of US Principal  Finance in 2004 focusing on credit derivatives and structured  credit. Ruth joined the credit team in 2008, and was appointed  as Head of UK Investor Relations in 2012. She was appointed  as an Executive Director in 2016 and was Head of Risk  Management before becoming CRO in 2017. Ruth was  appointed as Investec Bank plc’s CEO in 2019. Prior to  Investec, Ruth was treasury economist for Gencor SA Limited,  and took up this role after winning the Gencor-Chairman’s  scholarship to study at Cambridge University. | | | | | | | | | | | | | | | |
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| External appointments  Cambridge Judge Business School Advisory Board and  Rathbones Group plc | | | | | | | | | | | | | | | |

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| KevinMcKenna.png  Kevin  McKenna  Executive Director,  IBP CRO | | | | | |  | Age  58  Nationality  Irish  Qualifications  BCom, BAcc, CA(SA)  Date of appointment  10 May 2012 | | | | | | | | |
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| Relevant skills and experience  Kevin has substantial strategic, financial, operational and risk  experience. He is a qualified accountant and previously  worked as the COO of ING Baring’s South Africa before joining  Investec as Finance Director for Investec Securities in 2000.  He was appointed as COO for the Treasury and Specialised  Finance/Corporate and Investment Banking division in South  Africa before moving with this role to London in 2006. Kevin  was appointed as COO for Investec Bank plc in 2011. He was  appointed as an Executive Director in 2012 and became CRO  in 2019. | | | | | | | | | | | | | | | |
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| External appointments  None | | | | | | | | | | | | | | | |

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE | | | | | |

In compliance with the Companies (Miscellaneous Reporting) Regulations 2018, the Bank has applied the UK Corporate Governance

Code 2018 for the financial year ended 31 March 2025. The Board confirms that the Bank has applied the principles, which are

evidenced throughout this report. The table below is designed to help stakeholders evaluate how this has been achieved. The Board

considers that compliance has been achieved throughout the year, with the exception of Provision 12 for which an explanation can be

found below.

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| --- | --- | --- | --- | --- |
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|  | Board leadership and Company purpose | | |  |
|  | A. An effective entrepreneurial Board, which is collectively accountable  for the long-term sustainable success of the Bank, ensuring due  regard is paid to the interests of our stakeholders. Please refer to  [pages 63 to 65](#icaf75ac48ace49c084ba2bfd03b8fe08_2155)  for the directors’ biographies  B. Purpose, values and strategy are aligned with culture, which  is promoted by the Board (read more on  [page 15](#ie3c0f0ecbe744ceeaff4a20772cdfe84_1254))  C. Resources allow the Bank to meet its objectives and measure  performance. A framework of controls enables assessment and  management of risk (read more in [section 3](#i4cc84f045096445aa974972d72c66d3b_2909) of this report) |  | D. Engagement with the Bank's stakeholders is effective and  encourages their participation (read more on page 15 to 22)  E. Workforce policies and practices are consistent with the Investec  Group's purpose and values, and overseen by the Board (read  more on page 16). The workforce is able to raise matters of  concern and responsibility for whistleblowing arrangements sits  with the IBP Audit Committee, as detailed on page 82. |  |
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|  | Division of responsibilities | | |  |
|  | F. The Chair has overall responsibility for the leadership of the Board and  for ensuring its effectiveness in all aspects of its operations. The Chair,  John Reizenstein, was considered to be independent on appointment.  The responsibilities of the Chair are set out on page 72.  G.  There is a clear division of responsibilities at the head of the  Company. There is a clear separation between the role of the Chair  and CEO. The Board comprises an appropriate combination of Non-  Executive and Executive Directors (read more on page 74). |  | H. Non-Executive Directors are advised of time commitments prior to  appointment. The time commitments of the directors are considered  by the Board on appointment, and annually thereafter. External  appointments, which may affect existing time commitments, must be  agreed with the Chair, and prior approval must be obtained before  taking on any new external appointments  I. The Board, supported by the Company Secretary, ensures that the  correct policies, processes, information, time and resources are  available to support its effective and efficient functioning. |  |
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|  | Composition, succession and evaluation | | |  |
|  | J. There is a procedure for Board appointments and succession plans  for Board and senior management which recognise merit and  promote diversity (read more on page 73 to 74).  K.  There is a combination of skills, experience and knowledge across  the Board and the Board committees. Independence, tenure and  membership are regularly considered |  | L. The annual effectiveness review of the Board and the individual  directors considers overall composition, diversity, effectiveness  and contribution (read more on page 73 to 74). |  |
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|  | Audit, risks and internal controls | | |  |
|  | M. Policies and procedures have been established to ensure the  independence and effectiveness of the internal and external audit  functions. The Board satisfies itself of the integrity of the Bank's  financial and narrative statements (read more on pages 88 to 93).  N.  The Board presents a fair, balanced and understandable assessment of  the Bank's position and prospects (read more on page 92). |  | O. Procedures are in place to manage risk, oversee the internal  control framework, and determine the nature and extent of the  principal risks the Bank is willing to take in order to achieve its  long-term strategic objectives (read more on page 42). |  |
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|  | Remuneration | | |  |
|  | P. The Bank is committed to offering all employees a reward package  that is competitive, performance-driven and fair. Our policies are  designed to support the Bank's strategy and to promote its long-  term sustainable success, with executive remuneration aligned to  our purpose, values and strategic delivery (read more on page  [96](#i447e4d363cd344738300acdd42f0e3a0_250)). |  | Q. A transparent and formal procedure is used to develop policy  and agree executive and senior management remuneration  (read more in the remuneration report starting on page 96)  R.   The remuneration policy seeks to ensure all remuneration decisions  made by directors, fully consider the wider circumstances as  appropriate, including, but not limited to, individual performance  (read more in the Remuneration Report starting on page 96). |  |
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Non-compliance with Provision 12

The Nomination Committee agreed to not appoint a Senior Independent Director (SID) and reconfirmed this position at its meeting in

March 2025. While we note the Code requirement for a SID, we are confident that we have sufficient arrangements in place. It is

noted that under the Code, the key responsibilities of the SID are to provide a sounding board for the Chair, to serve as an

intermediary for the other directors and shareholders, and to appraise the Chair’s performance. Given the structure of the Investec

Group, in particular the cross-directorships between the Boards and committees and our culture, we believe that there are sufficient

communication channels open for directors. There are existing communication channels available to the Bank Chair from a sounding

board perspective, and for other directors and the shareholders and the Investec Group, from an intermediary perspective. This

further aligns with the process adopted by the Investec Group’s other principal subsidiaries, which do not have a SID. The

assessment of the Chair’s performance will be conducted by the Chair of the Investec Group.

67

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| BOARD AND EXECUTIVE ROLES | | | | | |

The key governance roles and responsibilities of the Board are outlined below:

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|  |  |  |  |  |
| Chair |  | Chief Executive |  | Chief Risk Officer |
| • Leads the effective operation  and governance of the Board  • Sets agendas which support efficient and  balanced decision-making  • Ensures effective Board relationships and  a culture that supports constructive  discussion, challenge and debate  • Together with the Investec Group Chair,  leads the development of and monitors  the effective implementation of policies  and procedures for the induction, training  and professional development of all Board  members  • Oversees the evaluation of the  performance of the Board collectively,  non-executive Board members  individually and contributes to the  evaluation of the performance of the  Executive Directors  • Ensures that the Board sets the tone from  the top, in regards to culture  • Serves as a senior interface with  regulators on behalf of the Bank. |  | • Leads and manages the Bank within the  authorities delegated by the Board  • Proposes and directs the delivery of  strategy as agreed by the Board  • Develops and recommends business  plans, policies, strategies and objectives  for consideration by the Board, taking into  consideration business, economic and  political trends that may affect the  operations of the Bank  • Ensures the Bank’s culture is embedded  and perpetuated across the organisation  • Develops and supports the growth of all  the Bank’s businesses  • Monitors and manages the day-to-day  operational requirements and  administration of the Bank  • Manages the Bank’s risk appetite. |  | • Responsible for the effective  management of risk within the Bank  • Ensures that the Bank’s risk management,  conduct and governance processes and  procedures are effective  • Provides the Board with updates on the  Bank’s risk management, conduct and  governance processes  • Manages within the Bank’s risk appetite. |
|  |  |  |  |  |
| Non-Executive  Director |  | Company  Secretary |  | Finance  Director |
| • Brings unique perspectives to the  boardroom to facilitate constructive  dialogue on proposals  • Constructively challenges and contributes  to assist in developing the Group’s  strategy  • Monitors the performance of  management against their agreed  strategic goals  • Oversees the effectiveness of internal  controls and the integrity of financial  reporting  • Reviews succession planning for  the Board and management  • Oversees the management of risk as set  out in the risk management framework  • Oversees the remuneration of the  Executive Directors and the Bank's  employees. |  | • Maintains the flow of information to the  Board and its committees and ensures  compliance with Board procedures  • Ensures and keeps the Board updated on  corporate governance developments  • Facilitates a programme for the induction  and ongoing development of directors  • Provides advice, services and support to  all directors as and when required. |  | • Leads and manages the finance function  • Provides the Board with updates on the  Bank’s financial performance  • Provides strategic and financial guidance  to ensure that the Bank’s financial  objectives and commitments are met  • Oversees the financial management of the  Bank including financial planning, capital,  cash flow and management reporting  • Develops all necessary policies and  procedures to ensure the sound financial  management and control of the Bank’s  business. |

68

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| BOARD COMPOSITION | | | | | |

|  |
| --- |
|  |
| Gender diversity |

![4398046511112]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Male | 6 |
|  | Female | 4 |

|  |
| --- |
|  |
| Age |

![4398046511118]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 45-50 | 20.0% |
|  | 51-59 | 40.0% |
|  | 60-70 | 40.0% |

|  |
| --- |
|  |
| Ethnicity |

![29137058145605]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | White British or other White | 70.0% |
|  | Black/African//Black British | 20.0% |
|  | Asian / Asian British | 10.0% |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Board skills  Collective view of the skills, experience and knowledge of our  current non-executive directors. | | | | |
|  | Advanced |  |  | Intermediate |
| Advanced denotes deep experience | |  | Intermediate denotes good experience | |

![]()

Skills

The Board considers the collective skills,

knowledge and experience of the directors, when

assessing the overall composition and suitability of

the Board. In addition to a range of skills, the Board

also values the innate difference in approach and

thinking styles, which results from the varied

backgrounds and experiences of our directors. This

is covered more fully in the individual biographies

across pages 63 to 65.

The skills matrix captures the key skills of our

directors, and is used by the IBP Nomination

Committee in its annual assessment of the individual

suitability of each director and the collective

suitability of the Board. During the year, the IBP

Nomination Committee, on conducting its

assessment, confirmed that it was satisfied that each

of the individual directors and the Board collectively

were suitable. The skills matrix would continue to

evolve to ensure that the skills required in order to

support the Bank’s strategy are present on the Board.

The Board and IBP Nomination Committee also

consider the skills matrix when reviewing the

succession plans for the Board and believe that the

Board’s skills are appropriate.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Financial services/  Industry knowledge |  |  |  | Client experience |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Technology/Digital |  |  |  | Audit/Finance |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Governance |  |  |  | Regulatory/  Government |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Risk management |  |  |  | Strategic thinking |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Sustainability |  |  |  |  |  |

|  |
| --- |
|  |
| Attendance at Board meetings |
|  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Meetings held in 2024/25 | | |  |
|  | Members | Meetings  attended | Eligible to  attend |  |
|  | John Reizenstein (Chair)1 | 7 | 7 |  |
|  | Vivek Ahuja2 | 1 | 1 |  |
|  | Henrietta Baldock | 7 | 7 |  |
|  | Zarina Bassa3 | 1 | 1 |  |
|  | David Germain | 7 | 7 |  |
|  | Ruth Leas | 7 | 7 |  |
|  | Kevin McKenna | 7 | 7 |  |
|  | Paul Seward | 7 | 7 |  |
|  | Brian Stevenson4 | 1 | 1 |  |
|  | Fani Titi | 7 | 7 |  |
|  | Marle van der Walt | 7 | 7 |  |
|  | Lesley Watkins | 7 | 7 |  |

![]()

1. John Reizenstein was appointed as Chair on 1 July 2024.

2. Vivek Ahuja was appointed to the Board on 5 March 2025.

3. Zarina Bassa stepped down from the Board on 8 August 2024.

4. Brian Stevenson stepped down as Chair of the Investec Bank plc Board

and as a non-executive director on 1 July 2024.

5. Where a director is unable to attend a meeting, they receive papers in

advance and have the opportunity to provide comments to the Chair.

6. In addition to the meetings held, there was an additional Board strategy

day in November 2024 which was attended by the Board at that time as

well as the IBP Executive Committee and other senior executives from

key jurisdictions.

69

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| BOARD ACTIVITIES | | | | | |

#### What we

![]()

|  |
| --- |
|  |
| Strategy |
| Strategic initiatives |
| The Board reviewed the key strategic initiatives, including the  potential opportunities for expansion in Europe and India,  further development of the Bank’s fund solutions business  and enhancing the Bank’s Private Client offering.  The Bank continued its oversight of the transition between  Investec Wealth and Investment Limited (IW&I) and  Rathbones plc (Rathbones) which had been progressing well.  As part of the transition, the Bank migrated from traditional  services to utilising the strategic partnership with Rathbones  via a focus on the volume of referrals. |
|  |

#### did in

2024/25

![]()

The following pages outline the key

topics reviewed, monitored,

considered and debated by the Board

in 2024/25. Board meeting discussions

are structured to allow for strategic

discussions, consideration of key risks

and monitoring of the Bank’s culture

with the agenda being agreed in

advance by the Chair, in conjunction

with the CEO and the Company

Secretary.

![]()

|  |
| --- |
|  |
| Financial |
|  |
| Budget |
| The Board considered performance versus the 2024/25 budget.  The Board also agreed the 2025/26 budget with key areas of  challenge relating to ensuring there was sufficient capital for  investing in the IT infrastructure, digitising the business for future  growth and other capabilities as well as ensuring diversified  revenues. |
|  |
| Going concern and viability statement |
| The Board received and approved the going concern and viability  statements. |
|  |
| Results |
| The Board reviewed and approved the full year results. |
|  |

![]()

![What we did pic 01.jpg]()

70

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| --- | --- | --- | --- | --- | --- |
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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| BOARD ACTIVITIES  CONTINUED | | | | | |

|  |
| --- |
|  |
|  |
| Governance |
|  |
| Committee reporting |
| The Board received written committee  reports from the Chairs of our Board  committees and the DLC Social and Ethics  Committee on the proceedings at those  meetings, including the key discussion  points and particular matters to bring to  the Board’s attention. |
| What we did pic 02.jpg |

|  |  |
| --- | --- |
|  |  |
|  | |
|  |  |
| Matters Reserved for the Board | |
| The Board approved the Schedule of  Matters Reserved for the Board following a  comprehensive review. | |
| Board effectiveness review | |
| This year’s Board effectiveness review was  conducted externally by Fidelio Partners,  the outcome of which was discussed by  the Board along with the actions arising  from it. The Board gained comfort that it  was appropriately constituted with  sufficient skills and knowledge.  The Board also reviewed progress made  against the action plan for 2024/25. | |
|  |  |
|  | Read more on page 73. |
|  |  |

|  |
| --- |
|  |
|  |
| Risk and assurance |
|  |
| Risk profile |
| The Board reviewed and debated the  overall risk profile, particularly the principal  risks, emerging risks and risk appetite. The  Board approved the risk appetite ensuring  that there was adequate diversification,  reducing concentration and country risk  while enabling the Bank to achieve its  strategic objective of growth. The Board  continued to monitor and challenge the  risk profile of the Bank responding to the  ongoing macro-economic environment  focusing on the key financial risks, in  particular liquidity, market risk and credit  quality. |
| Risk management |
| The Board reviewed the management  systems, including financial, operations  and compliance controls, and reviewed  the effectiveness of the Bank’s key  internal control systems. |
|  |

|  |
| --- |
|  |
|  |
| Regulatory matters |
|  |
| Projects |
| The Board reviewed the progress of key  regulatory projects including the  redevelopment of IFRS 9 models, and the  transition to the IRB approach.  The Board reviewed and closely  monitored the Bank’s progress towards a  Resolvability Assessment Framework  (RAF) and the Minimum Requirement for  own funds and Eligible Liabilities (MREL)  requirements. |

Regulatory interaction

There was regular interaction with the PRA

and FCA through the participation in reviews

and discussing proposed changes within the

Bank including the Board's approach to

succession planning.

Regulatory documents

The Board reviewed and approved the key

regulatory documents including the

Management Responsibilities Map, the

CASS attestation, the Contingency Funding

and Recovery Plan and Resolution Pack

(CFRP), ILAAP and ICAAP.

The FCA undertook a holistic review on the

Bank’s Consumer Duty compliance, with the

results being rated as green. Following this

positive result and the announcement that it

was no longer expected for firms to have a

Consumer Duty Champion, the Board

oversaw the decision that the role was no

longer required.

|  |  |
| --- | --- |
|  |  |
|  | Read more on page 83 |

![Risk management and assurance pic.jpg]()

|  |
| --- |
|  |
|  |
| Purpose, culture and  values |
|  |
| Culture and values |
| The Board monitored and assessed  culture, receiving regular updates from the  Head of People and Organisation.  The Board also received regular updates  on the output from workforce engagement  activities, townhalls and diversity  workshops among other activities. |

|  |  |
| --- | --- |
|  |  |
|  |  |
|  |  |
| People strategy,  leadership and  succession | |
|  |  |
| Non-executive succession | |
| The Board oversaw the arrangements  for Board succession planning with  Brian Stevenson stepping down as Chair  of IBP and Non-Executive Director of  Investec Bank plc in July 2024 and  Zarina Bassa stepping down from her roles  as a member of the IBP Board and IBP  Audit Committee in August 2024. | |

The Board, following an extensive process,

approved the appointments of

John Reizenstein as a Non-Executive

Director who was appointed Chair of

Investec Bank plc on 1 July 2024 and

Vivek Ahuja who was appointed as a

Non-Executive Director on 5 March 2025.

|  |  |
| --- | --- |
|  |  |
|  | Board succession |

Particular focus was given by the Board to

succession planning for the non-executives,

in addition to the appointments of John and

Vivek, taking into consideration exposure to

the Board, representation on the

committees and technical development.

|  |  |
| --- | --- |
|  |  |
|  | Read more on page 73. |

71

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| IBP NOMINATION COMMITTEE REPORT | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  | John Reizenstein  Chair of IBP Nomination Committee |
|  |  |
|  | We are committed to ensuring that the  Board has the right skills, knowledge and  experience to operate efficiently and  promote the long term success of the Bank |
|  |  |

#### Introduction

I am pleased to present the IBP Nomination Committee (the

Committee) report. The role of the Committee is to ensure

oversight of the composition and effectiveness of the Board

and its committees together with key governance

arrangements.

As the Committee indicated in last year’s report,

Brian Stevenson retired as Chair of the Committee on

1 July 2024, at which time I was appointed in Brian’s place.

I am thankful to Brian for laying the strong foundations that

will support our progress and feel privileged to be leading

the IBP Board and the Committee in the years to come.

#### Succession planning

In another busy year for the Committee, we have continued to

emphasise succession planning for the Board and subsidiary

Boards with a particular focus on non-executive succession.

In support of the Bank’s growth strategy, the Committee paid

attention to the balance of collective skills while also aligning to

the Bank’s culture and its values of diversity and inclusion.

With Brian retiring and Zarina Bassa stepping down at the AGM

on 8 August 2024, there was a focus from the Committee on

non-executive succession. The Board was delighted to appoint

Vivek Ahuja on 5 March 2025 as a member of the Board,

Remuneration Committee, Audit Committee and Board Risk and

Capital Committee. Vivek brings a wealth of experience and

expertise across the financial and private equity sectors and we

all greatly look forward to working with him.

The Committee also had regard to the principles of the UK

Corporate Governance Code as well as recommendations made

within the Parker and FTSE Women Leaders Review.

#### Board effectiveness

The Committee oversaw the Board effectiveness review and

assessed the feedback from the evaluation process. In keeping

with the recommendations of the Financial Reporting Council's

(FRC's) UK Corporate Governance Code 2024, this year, the

Board effectiveness review was externally facilitated by Fidelio

Partners, an independent, external corporate governance

advisory firm.

Full details of the board effectiveness review, including the

evaluation of the Committee’s effectiveness are provided in the

Committee report.

#### Roles and responsibilities

The role of the Committee is to keep the Board's composition,

skills, experience, knowledge, independence and succession

arrangements under review and to ensure that appropriate

procedures are in place for nominating and evaluating all

directors.

The Committee reports to the board on how it discharges its

responsibilities and makes appropriate recommendations to

the board.

#### Board diversity

The Committee ensured that the Board considered diversity

when reviewing the Board and Board committee composition

and its succession planning. The Committee remained

committed to selecting the best candidates based upon skills

and experience and also focused on ensuring diversity within

the Board and management team. Due regard is given to

gender, ethnicity and social background, as well as diversity

of thought.

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| IBP NOMINATION COMMITTEE REPORT  CONTINUED | | | | | |

#### Role of the Chair

The Chair of the Committee meets regularly with the executives

of the Bank. The Chair also has interactions with specialist

advisers and with the Heads of People and Organisation, Risk,

Compliance and Company Secretarial, in order to maintain up-

to-date knowledge, and to keep abreast of commercial,

regulatory and legislative developments. These interactions are

an essential part of the role of the Chair.

Committee composition, attendance,

#### skills and experience

The Committee comprises of an independent Non-Executive

Director together with the Group Chair and the Bank Chair, both

of whom were independent on appointment.

The Committee’s composition is designed to provide the

breadth of experience necessary for the members to properly

consider the issues that are presented to them.

The Chief Executive of the Bank is invited to attend meetings as

appropriate.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | Meetings held in 2024/25 | | | |
|  | Members | Member since | Meetings  attended | Eligible to  attend |
|  | John Reizenstein (Chair) | 1 Jul 2024 | 6 | 6 |
|  | Philip Hourquebie | 5 Aug 2021 | 6 | 6 |
|  | Lesley Watkins | 1 Feb 2023 | 6 | 6 |
|  | Brian Stevenson1 | 16 May 2021 | 1 | 1 |
|  |  |  |  |  |

1. Brian Stevenson stepped down from the Committee on 1 July 2024.

#### Looking ahead

In 2025/26, the Committee will continue to review the

composition of the Board and its committees with regard to

those non-executive directors approaching their nine-year

anniversaries. In doing so, the Committee will take into

consideration the Bank’s strategy and evolving market

conditions while being mindful of all aspects of diversity,

including gender, ethnicity, skills, experience and knowledge.

The Committee will focus on the executive and non-executive

succession plans. The Committee will continue to monitor

compliance with the UK Corporate Governance Code,

particularly in light of the revised 2024 Code and Provision 29 in

particular.

The Committee will also oversee the implementation of the

Board effectiveness action plan.

#### John Reizenstein

Chair, IBP Nomination Committee

19 June 2025

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| IBP NOMINATION COMMITTEE REPORT  CONTINUED | | | | | |

#### What we did in 2024/25

#### Succession planning

Robust succession planning takes into account current and

future business needs and ensures a good balance of skills,

experience and effectiveness, while recognising the benefits of

diversity.

In addition it should consider account contingency planning (for

any unforeseen absences) and long-term planning (looking

ahead to the skills, experience and knowledge that may be

required on the Board in the future).

In this way, effective succession planning can contribute to the

ability of the Bank to deliver on its strategic objectives.

The Committee reviewed the succession plan for the Board

during the year, identifying skills required with particular focus

on non-executive director succession.

As already noted, Zarina Bassa stepped down from her role as a

member of the Board and Audit Committee, and Brian

Stevenson stepped down from the roles of Chair of Board, Chair

of Nomination Committee and member of Board Risk and

Capital Committee. John Reizenstein was appointed as a

notified Non-Executive Director with effect from 2 April 2024,

succeeding Brian as Chair of Board, Chair of Nomination

Committee and a member of the Board Risk and Capital

Committee as of 1 July 2024.

Following these changes, it was decided to undertake a search

for an additional non-executive director. An external search

consultant -Odgers- which does not have any other connection

to Investec or any individual directors-was used as part of the

recruitment process. After taking into account a broad range of

factors, Vivek Ahuja was identified as the preferred candidate

and was recommended to and approved by the Board. Vivek

was appointed as a notified Non-Executive director from 5

March 2025.

Vivek's executive and non-executive experience, particularly in

the financial services sector, means that he brings a wealth of

experience to the Board. A tailored induction programme was

put in place for Vivek and overseen by the Committee.

The Committee placed emphasis on the importance of the

continued development of the Board and planning for the

future. Focus was therefore given to the long-term succession

planning for the Board and its committees in addition to the

appointments of John and Vivek, taking into consideration

exposure to the Board, representation on committees and

technical development.

#### Subsidiary Board connectivity

The Committee also considered the connectivity between the

Board, its subsidiaries and their non-executive directors in the

context of the development and execution of the Group's

strategy. Various actions were taken during the year, with CEOs

of key IBP subsidiaries invited to attend the Board and/or the

Board Strategy day to present deep dives on their businesses.

An extensive and well-established understanding of the Bank's

subsidiaries and their activities is recognised as a key way to

maintain oversight and ensure that the the Bank’s strategy is

being implemented effectively. The Bank’s Chair also meets

with members of the key subsidiary Boards in order to foster

connectivity.

#### Board effectiveness

The Board effectiveness review provides an opportunity for the

Board to consider ways of identifying greater efficiencies,

maximising strengths and highlighting potential areas of further

development, to enable the Board to continue to enhance its

own performance.

In the previous two years, internal reviews by way of

questionnaires and interviews were conducted by the Chair

with the assistance of the Company Secretary.

Although the 2023 internal effectiveness review found that,

overall, the Board, its committees and each of the directors

were effective, it also highlighted certain areas of focus that

would further improve effectiveness. These were considered by

the Board and an action plan was agreed. The principal action

items identified from the 2023 review were (i) to increase the

focus on sustainability; (ii) to enhance subsidiary reporting; and

(iii) to further improve the focus on long-term strategy. The

Committee is pleased to report that the actions identified to

address the findings were completed throughout the year.

In keeping with the recommendations of the FRC's UK

Corporate Governance Code 2018, this year, the Board

effectiveness review was externally facilitated by Fidelio

Partners – who do not have any other connection to Investec or

any individual director.

Below we outline the various stages of the 2024 review:

Stage 1: Fidelio Partners held in-depth one-on-one meetings

with each of the directors. These interviews were based on

open questions covering key aspects of governance.

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| IBP NOMINATION COMMITTEE REPORT  CONTINUED | | | | | |

Stage 2: Fidelio Partners prepared a quantitative survey, in

which the directors provided feedback on the key competences

and overall performance of the board.

Stage 3: Fidelio Partners reviewed and analysed Board and

Board committee materials, including agendas, papers, minutes

and terms of reference, and attended Board and certain

committee meetings.

Stage 4: Drawing upon best practice within the sector, their

extensive experience of working with Boards internationally,

and their understanding and insight of stakeholder

expectations, Fidelio Partners determined their key findings and

recommendations.

The conclusions of the review were presented to the Board in

March 2025.

A thorough discussion took place, with actions agreed with the

Committee for implementation and monitoring at the May 2025

meeting.

Conclusions: The review identified that the board, its

committees and the individual directors were performing

effectively.

The findings showed that against a backdrop of much-

improved business performance, the Board was perceived to be

strong with a diverse composition, a good overall dynamic and a

record of providing diligent oversight.

In terms of recommended enhancements, the report grouped

the output into five core themes: Board oversight of growth

objectives, continued development of strategy and oversight,

continued development of oversight of the people agenda,

ensuring ongoing Board learning; and, the continued

development of the voice of Investec Bank plc in the context of

the Investec Group. These were considered by the Committee

and the Board and an appropriate action plan was agreed.

The action plan for 2025/26 includes:

• Further enhance ways in which the Board can contribute to

strategy and oversee progress against strategic objectives in

addition to the annual report Board Strategy day

• Ensure that at Board and Committee level there is scope to

focus on the key risks facing the business, and the

opportunity to challenge the risks

• Enhance the way in which the Board gains assurance that the

culture is embedded in Board learning

• Maintain Board oversight of the executive pipeline and

succession planning initiatives to offer more deliberate

development pathways within Investec Bank plc.

The IBP Nomination Committee will continue to monitor the

progress of the implementation of the action plan.

#### Board composition

The Committee has continued to review the composition of

Board and its committees with particular regard to the breadth

of skills, knowledge and experience as well as diversity of

members.

The Committee keeps under review and consideration the

balance of non-executive directors and executive directors,

tenure and diversity including gender balance.

The composition of the Board can be seen in the directors’

report on page 88.

In terms of key considerations, as at the date of this report:

• 40% of the Board are female

• 30% of the Board are Black, Asian and Minority Ethnic

• 60% of the Board are non-executive directors

• All non-executive directors have served on the Board for less

than nine years.

#### Board suitability

In order to provide assurance that the composition of the Board

was appropriate and in line with internal procedures and

regulatory guidance, the suitability assessment of the Board

was conducted in July 2024, with the Committee reviewing the

feedback in the financial year. A skills matrix has been

developed for the annual assessment of the individual suitability

of each director and the collective suitability of the Board.

There were no matters of concern raised and the Committee

was satisfied that all non-executive directors remained

independent in character and judgement. The review provided

the Committee with assurance that the composition of the

Board was appropriate to support the Bank’s strategy. This

matrix is being developed to look forward to emerging skills and

requirements, enabling the Committee to plan the skills the

Bank will need on the Board in the coming years.

#### Conflict of Interest

Each director has a duty to disclose any actual or potential

conflict of interest, as defined by law, for consideration and

approval if appropriate by the Board. Additionally, the Board and

its committees consider conflicts of interest at the beginning of

every meeting.

#### Diversity

New appointments are made on merit, taking account of the

specific skills and experience, independence and knowledge

needed to ensure a rounded Board and the diverse benefits

each candidate can bring to the Board and its committees as a

whole.

The Committee maintains the Board Diversity and Inclusion

Policy which sets out the approach to the diversity of the Board

of Directors and provides a high-level indication of the Board’s

approach to diversity for senior management roles. There are

also measurable objectives including but not limited to, aspiring

to meet the recommendations of the FTSE Women Leaders

Review and the Parker Review. The Bank has also signed up to

the HM Treasury Women in Finance Charter and the Race at

Work Charter.

Diversity will remain an area of focus when considering any

succession plans.

For further information on the Bank’s broader approach to

belonging, inclusion and diversity please refer to the Investec

Group’s 2025 sustainability report which is published and made

available on our website www.investec.com

75

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| IBP AUDIT COMMITTEE REPORT | | | | | |

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| --- | --- | --- |
|  |  |  |
|  |  | Lesley Watkins  Chair of the IBP Audit Committee |
|  | Ensuring the continued enhancement of  financial reporting and controls remains a  key focus to provide assurance to our  stakeholders |
|  |  |

#### Introduction

I am pleased to present the report of the IBP Audit Committee

(the Committee) for the financial year ended 31 March 2025.

The Committee continued its focus on the key accounting

judgements. Of particular note were the assumptions going into

the expected credit loss (ECL) calculations and the valuation of

level 3 instruments, given the level of subjectivity. A number of

technical accounting matters in the financial year were also

debated with management and Deloitte. In particular, these

included the change to the face of the income statement and

the presentation of equity-accounted earnings in relation to the

investment in Rathbones. Other matters relating to the

Rathbones investment were resolved in the financial year

including the purchase price allocation and the inclusion period

given the different reporting periods. As a result, Investec has

included the Rathbones results three months in arrears. Based

on guidance, income from associates has now been prepared in

a single line in accordance with the IFRS requirements and the

reconciliation can be found in [note 28](#i447e4d363cd344738300acdd42f0e3a0_379). The Committee also

reviewed the findings raised by Deloitte and other judgemental

items in the financial statements,for example management’s

assessment of valuations of the Bank’s principal investments,

certain aircraft leasing arrangements as well as the minimum

service provision attached to the acquisition of a controlling

stake in Investec Continental Europe Advisory.

As previously advised, in January 2024, the Financial Conduct

Authority (FCA) announced that it was undertaking a review of

the discretionary commission arrangements in the motor vehicle

finance market prior to 2021. There have been a number of

developments during the financial year including the Court of

Appeal’s ruling. The Supreme Court also considered the matter

in April 2025 with a ruling expected in July 2025. As the Bank

has an exposure to this industry through the Mann Island

business, the Committee debated the appropriateness of a

provision. In conclusion, although it was recognised that the

Mann Island business had been and continued to be compliant

with all regulations in the period, the Committee agreed with

management that the level and methodology of the provision

remained appropriate.

Further details of the key accounting issues considered by the

Committee are set out on the following pages.

The Committee continued to oversee the progress being made

to ensure compliance with Provision 29 of the FRC’s UK

Corporate Governance Code 2024 which relates to the board

declaration of effectiveness of risk management and internal

controls. The declaration would be applicable for the financial

year ending 31 March 2027, which is a year later than the other

changes within the Code. The Bank is also subject to the

Corporate Sustainability Reporting Directive (CSRD) as it has

bonds listed on the Euronext stock exchange. As a result, the

Committee closely monitored the progress of the project to

ensure adherence, as well as the assurance work provided

by Deloitte.

Throughout the financial year, amendments were published in

terms of new Global Internal Audit Standards and the Internal

Audit Code of Practice Principles on Effective Internal Audit.

The Committee reviewed the updated standards and were kept

updated as internal audit worked to close any gaps and update

any necessary documentation or processes. The Committee

was also kept updated on the external quality assurance review

(EQAR) of the internal audit function that took place during the

financial year and received a presentation on the key findings.

The Committee was assured that overall, the internal audit

framework is appropriate for the size and complexity of the

Investec business and the function is broadly compliant with

the relevant standards.

Finally, the Committee reviewed the output of the internal audit

and compliance monitoring plans with a focus on ensuring the

timely remediation of findings. It received updates from

management’s Risk and Controls Forum, with a particular focus

on compliance, operational risk, information technology (IT)

controls, particularly in terms of privileged access management,

cyber security and operational resilience. The Committee

received assurance that the control environment continued to

be enhanced and the risk and control consciousness within the

Bank was mature. Further details of the internal control issues

considered by the Committee during the year are set out on the

following pages.

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| IBP AUDIT COMMITTEE REPORT  CONTINUED | | | | | |

How the Audit Committee works

The IBP Audit Committee’s principal responsibilities are to:

• Monitor the integrity of the Bank’s financial reporting and

satisfy itself, having regard to any issues raised by the

external auditor, as to the appropriateness of management’s

accounting policies and practices; assess that any significant

financial judgements, assumptions or estimates made and the

disclosures recommended by management are appropriate;

and assess whether overall the annual report, taken as

a whole, is fair, balanced and understandable; and provides

the information necessary for stakeholders to assess the

Bank’s position and performance, business model and

strategy

• Review the effectiveness of the Bank’s key internal controls,

including internal financial controls

• Monitor the activities and the performance of the internal and

external auditors (including monitoring their independence

and objectivity)

• Oversee the relationship with the Bank’s external auditor

• Review and monitor the effectiveness of the Bank’s

whistleblowing policies and procedures.

• In the past, the Committee had responsibility for overseeing

the compliance function including compliance monitoring.

This responsibility moved to the IBP Board Risk and Capital

Committee in February 2025.

Composition, meeting attendance, and interaction

with Investec Group

In accordance with the Code, the Committee entirely comprises

independent non-executive directors who meet predetermined

skills, competency and experience requirements as determined

by the IBP Nomination Committee.

The members’ continuing independence, as well as their

required skills, competencies and experience is assessed

annually.

The CEO and Finance Director of the Bank attend meetings on a

regular basis but are not members. Other Bank directors may also

attend by invitation. The Head of Risk, Head of Internal Audit,

Head of Compliance, the external auditor and the Company

Secretary also attend meetings on a regular basis.

The Committee meets alone with the external auditor and,

separately, with the Head of Internal Audit. Committee members

also meet periodically with management and the Heads of Internal

Audit, Compliance, Operational and IT risk, and Finance as well as

the lead external audit partner and senior management in order to

keep knowledge up to date, and to keep abreast of commercial

developments and challenges facing the business.

The Chair of the Committee is also a member of the IBP BRCC

and, similarly, the Chair of IBP BRCC, Paul Seward, is a member of

this Committee. This reciprocity of membership helps to ensure

interaction between these two committees and a coordinated

consideration of the Bank's risks and internal controls where they

overlap in relation to both financial risks and non-financial risks,

reflecting the holistic oversight of risk at Board level.

The Committee reports formally to the Board.

As previously advised, Zarina Bassa stood down as a

non-executive director of the Investec Group, Investec Bank plc

and Investec Bank Limited and resigned on 8 August 2024.

Following this, Diane Radley was appointed as Chair of the DLC

Audit Committees, on 8 August 2024 and was also appointed as

a member of this Committee. This dual appointment reflects the

dual listed structure of the Investec Group in which Investec

Bank plc is the principal banking subsidiary in the UK and the

parent company of other material overseas subsidiaries. The

representation of the Investec Group Audit Committee Chair

ensures that key audit matters for the Bank and its subsidiaries

are visible at the Investec Group level, and likewise that key

audit matters and matters of mutual interest for the Investec

Group and Investec Bank plc are communicated and addressed,

where applicable, in the Bank and its subsidiaries. I would again

like to thank Zarina for her contribution to the Committee during

her time at Investec and as a member of the Committee.

We also welcomed Vivek Ahuja to the Audit Committee

following his appointment to the IBP Board on 5 March 2025.

Vivek’s skills and experience further strengthen the skills and

experience of the Audit Committee.

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|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Members | Member since | Eligible  to attend1 | Attended |  |
|  | Lesley Watkins (Chair) | 13 Nov 2018 | 7 | 7 |  |
|  | Zarina Bassa2 | 1 Apr 2017 | 3 | 3 |  |
|  | Paul Seward | 1 Apr 2019 | 7 | 7 |  |
|  | Diane Radley3 | 8 Aug 2024 | 4 | 4 |  |
|  | VIvek Ahuja4 | 5 Mar 2025 | 1 | 1 |  |

1.Where a director is unable to attend a meeting, they receive papers in

advance and have the opportunity to provide comments to the Chair of the

Committee.

2.Zarina Bassa stepped down from the Board and Committee on 8 August 2025.

3.Diane Radley was appointed as a member of the Committee on 8 August 2025

4. Vivek was appointed to the Board and BRCC on 5 March 2025.

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| IBP AUDIT COMMITTEE REPORT  CONTINUED | | | | | |

External audit

As mentioned last year, Investec plc and the Bank undertook a

comprehensive audit tender process with Deloitte LLP (Deloitte)

being nominated as the new external auditor for Investec plc and

the Bank. DLC shareholder approval was received at the AGM in

August 2024. Following a shadow period Deloitte commenced the

role for the audit of the financial year ended 31 March 2025.

The Committee continuously assesses the effectiveness,

objectivity and independence of the external auditors at formal

Committee meetings, during private meetings with Deloitte and

through discussions with key executive stakeholders. The

Committee considers the relationship with the auditor to be

working well and remains satisfied with their effectiveness. The

Committee monitored whether the level of non-audit fees could

impact the independence of the auditors having regard to the

nature of the services rendered and the fees paid as a proportion

of the overall audit fee. The Committee was satisfied that the

quantity and type of non-audit work undertaken throughout the

year did not impair the independence of Deloitte.

|  |  |
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|  | Further details in regards to the  audit fees paid are provided in  [note 7](#i447e4d363cd344738300acdd42f0e3a0_304) of the annual financial  statements. |

Looking ahead

The Committee will continue to assess the changes in the

business environment and understand the implications of these

on accounting requirements and internal controls. The Committee

will also review and challenge the adequacy of the internal audit

plan and budget, as well as the combined assurance matrix

coverage plan, to ensure adequate oversight of the control

environment. The Committee will also continue to receive

assurance from internal audit in relation to key regulatory projects

including RAF and IRB.

Furthermore, the Committee will continue to monitor and

challenge the progress to comply with the updates to Provision 29

of the FRC’s Corporate Governance Code 2024. The Committee

will focus on understanding the controls and enhancements as

well as the testing of the controls ahead of the March 2027

deadline.

As previously mentioned, the Committee will closely monitor any

regulatory developments, including the outcome of the FCA’s

review on discretionary commission arrangements within the

motor finance market and any implications for the agreed

provision.

![image.png]()

#### Lesley Watkins

Chair,

19 June 2025

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| IBP AUDIT COMMITTEE REPORT  CONTINUED | | | | | |

#### Significant matters

Significant matters are those matters that in the view of the IBP Audit Committee:

• Required significant focus from the Committee

• Were considered to be significant or material in nature requiring exercise of judgement

• In relation to the 2025 annual report and financial statements were otherwise considered to be subjective from an accounting

or auditing perspective.

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Significant matters relating to the  2025 financial statements |  | What we did |  |
|  | Expected credit loss (ECL)  assessment  The appropriateness of the allowance for ECLs  is highly subjective and judgemental. The  impact of geopolitical tension and the resultant  economic impacts in the geographies in which  the business operates have resulted in key  judgements and assumptions being made  during the current year. The work conducted in  terms of ECL is carried out in conjunction with  the BRCC. |  | • Reviewed and challenged the appropriateness of the forward-looking  macro-economic scenarios and assumptions (including the probability  weights applied to each scenario and the sensitivity of each) used in  credit models and the impact of these on forecast ECL  • Evaluated the appropriateness of and methodology for management’s  proposed ECL overlay to capture model limitations and economic  uncertainty noting the ongoing work to address model shortcomings  • Challenged the level of ECL and the assumptions used to calculate the  ECL provisions held  • Assessed ECL experienced against forecasts and peers and considered  whether the level of ECL was appropriate. Particular focus was given to  exposures which were specifically affected by a high inflation and high  interest rate economic environment  • Evaluated the IFRS 9 disclosures for relevance and compliance with  IFRS. |  |
|  |  |  |  |  |
|  | Valuation of fair value instruments  with higher risk characteristics and  associated income  For level 3 instruments, such as unlisted  investments in private equity businesses, fair  value loans and large bespoke derivative  structures and structured products, there is a  large degree of subjectivity and judgement  surrounding the inputs to the valuations. |  | • Received reports on the material investments including an analysis of  the key judgements and assumptions applied and approved the  valuation adjustments proposed by management for the year ended  31 March 2025  • Received reports on and considered the valuation of financial  instruments with higher risk characteristics  • Challenged and debated significant subjective exposures and  assumptions including:  – the valuation principles applied for the valuation of level 3 investments  (unlisted and private equity investments) and fair value loans  – fair value of exposures in industries affected by the effects of the high  inflationary, high interest rate environment and the geopolitical  instability and conflicts  – the appropriateness of the IFRS 13 disclosures on fair value. |  |
|  |  |  |  |  |

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|  | Significant matters relating to the  2025 financial statements (continued) |  | What we did |  |
|  | Uncertain tax, contingent liabilities  and other legal matters |  | • Considered potential legal and uncertain tax matters and contingent  liabilities with a view to ensuring appropriate accounting treatment in the  financial statements  • Evaluated the appropriateness of the accounting and disclosures  regarding the investigation by the Office of the Public Prosecutor in  Cologne, claims by the German Federal Tax Office in Bonn, and the  potential related civil claims. This was conducted via closed sessions  with executive management and external audit. At these meetings, the  Committee considered the feedback as received from external and  internal legal counsel and the probability of the outcomes. [Refer to note](#i447e4d363cd344738300acdd42f0e3a0_436)  [47 of the annual financial statements](#i447e4d363cd344738300acdd42f0e3a0_436)  • Received updates from Group Legal on uncertain tax, legal and  regulatory matters to enable the Audit Committee to probe and consider  the matters and evaluate the basis and appropriateness of the  accounting treatment and disclosure  • Analysed the judgements and estimates made and discussed the  potential range of outcomes that might arise to determine the liability, if  any, for uncertain tax positions as required by the International Financial  Reporting Interpretations Committee (IFRIC) 23  • Concluded on the appropriateness of the IAS 37 accounting treatment  and the overall disclosure in the financial statements. Conferred with  and received confirmation from the external auditors on the overall  treatment. |  |
|  |  |  |  |  |
|  | Conduct risk provisions  Determining the expected costs of any  remediation which may be required as a result  of the FCA’s industry-wide review of historical  motor finance commission arrangements  requires management judgement |  | • Received updates on the developments following the Court of Appeal’s  judgement  • Received updates from management on their review of rate and  commission structures, the controls in place and outcome for customers  following the Court of Appeal’s ruling and received confirmation that  documentation had been amended to ensure it remained compliant  • Reviewed the approach to estimating the costs of any remediation  measures which may be proposed and the appropriateness of the  provision  • Considered the disclosure of this matter made in the annual financial  statements  • Refer to [note 47](#i447e4d363cd344738300acdd42f0e3a0_436) of the annual financial statements. |  |
|  |  |  |  |  |
|  | Going concern and viability statement |  | • Considered the Bank’s profitability, Board-approved budgets and capital  plans through to June 2028, liquidity, operational risk and contingent  liabilities.  • Recommended the approval of the going concern and the viability  statement assumptions underlying the financial statements to the  Investec Bank plc Board for approval. |  |
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|  | Significant matters relating to the  2025 financial statements (continued) |  | What we did |  |
|  | Fair, balanced and understandable  reporting  The Bank is required to ensure that its external  reporting is fair, balanced and understandable,  and whether it provides the information  necessary for stakeholders to assess the  Bank’s position and performance, business  model and strategy. |  | • Met with senior management to gain assurance that the processes  underlying the compilation of the annual financial statements were  appropriate  • Conducted an in-depth, critical review of the annual financial  statements, including the accounting policies used and, where  necessary, agreed amendments to disclosure  • Challenged and reviewed the accounting treatment for the acquisition of  a majority interest in Investec Continental Europe Advisory and the  investment in Rathbones with a particular focus on the presentation of  equity-accounted earnings in relation to the investment in Rathbones  and the amendment to the accounting treatment of Investec Capital  Services India Pvt Limited. Based on guidance, income from associates  would now be prepared in a single line in accordance with the IFRS  requirements and the reconciliation can be found in [note 28](#i447e4d363cd344738300acdd42f0e3a0_379)  • Reviewed the accounting treatment of key judgements  • Assessed disclosure controls and procedures  • Considered in particular the disclosures relating to climate change and  CSRD  • Confirmed that management had reported on and evidenced the basis  on which representations to the external auditors were made  • Concluded that the processes underlying the preparation of the annual  report and financial statements for the year ended 31 March 2025 were  appropriate in ensuring that those statements were fair, balanced and  understandable  • Obtained input and assurance from the external auditors and considered  the level of, and conclusion on, the summary of audit differences  • Received updates on the CSRD project  • Considered post balance sheet events and determined that they were  non-adjusting in terms of the IAS 10 requirements  • Recommended to the Board that the 2025 annual report and financial  statements were fair, balanced and understandable. |  |
|  |  |  |  |  |
|  | External audit |  | • Managed the Bank’s relationship with the external auditor  • Met with key members of the Deloitte audit team to discuss and then  approve the 2024/25 audit plan and agree key areas of focus  • Assessed regular reports from Deloitte on the progress of the 2024/25  audit and material accounting and control issues identified  • Discussed Deloitte’s feedback on the Bank’s critical accounting  estimates and judgements  • Discussed Deloitte’s report on certain control areas, including IT and the  control environment, ahead of the 2025 financial year end  • Assessed the performance, independence and objectivity of the external  auditors. |  |
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| IBP AUDIT COMMITTEE REPORT  CONTINUED | | | | | |

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|  |  |  |  |  |
|  | Other significant matters |  | What we did |  |
|  | Internal controls and the business  control environment |  | • Received regular reports from management’s Risk and Controls Forum  and the Head of Compliance and Internal Audit on Investec Bank plc and  subsidiaries within the Committee’s terms of reference. Based on this  reporting, evaluated the impact of evolving risk, including operational  risk, on the internal control environment, including IT, data and cyber  security. The reports from management’s Risk and Controls Forum and  the Head of Compliance have been tabled at the IBP BRCC since  February 2025 as the scope of the Committee and BRCC has changed  • Evaluated and tracked the status of material control issues identified by  internal and external audit and tracked the progress of the associated  remediation plans against agreed time frames. Particular attention was  paid to the effectiveness of IT general controls and controls impacting  financial reporting as well as privileged access management and the risk  of data leakage  • Evaluated reports on the internal control environment from the internal  and external auditors  • Assessed reports on individual businesses and functions on their control  environment, discussed identified control failures and closely monitored  the status of remediation plans  • Requested confirmation from management regarding the remediation of  issues identified, including the time frames and accountability for  remediation  • Reviewed and approved the compliance monitoring plan and received  regular updates prior to the reallocation of responsibility to the IBP BRCC  in February 2025  • Reviewed the results of the Combined Assurance Matrix coverage plan  to assess the results of actual coverage and conclusions  • Reviewed the internal and external CASS assurance reports on client  money and assets  • Received updates on the project that had been established to ensure  compliance with Provision 29 of the FRC’s Corporate Governance Code  2024. |  |
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| IBP AUDIT COMMITTEE REPORT  CONTINUED | | | | | |

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|  |  |  |  |  |
|  | Other significant matters (continued) |  | What we did |  |
|  | Internal audit |  | • Agreed the internal audit plan taking into account the risk assessment,  methodology and resourcing  • Approved the internal audit budget  • Monitored the delivery of the agreed plan  • Received regular reports from internal audit of all significant issues  identified by them  • Received regular updates of the assurance work being conducted in  relation to the Resolvability Assessment Framework (RAF) and IRB  projects  • Tracked the levels of high and moderate risk findings and monitored the  related remediation plans  • Met with the Head of Internal Audit, without management being present,  to discuss any issues arising  • Monitored the skill set, independence and objectivity of internal audit  and considered succession and resource planning. The Committee  confirmed it was satisfied that Internal Audit had the appropriate  resources to adequately complete the internal audit plan and any  additional reviews as deemed necessary  • Considered the results of the external quality assessment of Internal  Audit  • Received an opinion from Internal Audit on the effectiveness of the  internal controls and the risk management framework, as part of the  year-end sign-off process  • Monitored audit quality in relation to Internal Audit reviewing the  methodology, process and skills  • Concluded on the effectiveness and impact of the Internal Audit function  • Reviewed and approved the Internal Audit Charter ahead of final  approval by the Group Audit Committee  • Approved the purpose and mandate of the Internal Audit function as  outlined within the Internal Audit Charter  • Received updates on the new Global Internal Audit Standards and the  Internal Audit Code of Practice Principles on effective Internal Audit,  both of which had been amended and became effective in January  2025. The Committee reviewed the mapping analysis and the actions  required to become fully compliant  • Considered the results of the internal review of the Internal Audit  function and the external quality assurance review (EQAR) conducted by  EY and reviewed the plan to address the areas for improvement. |  |
|  |  |  |  |  |
|  | Whistleblowing |  | • Received and considered reports from management on the Bank's  whistleblowing arrangements  • Reviewed the reports to ensure that there were arrangements in place  that colleagues could use to report concerns about inappropriate and  unacceptable practices, in confidence and anonymously without fear  of retaliation. Ensured t hat there was proportionate and independent  investigation of such matters or appropriate follow-up  • Considered the independence and effectiveness of the Bank’s policies  and procedures on whistleblowing  • Recommended the IBP Whistleblowing Policy ahead of final approval by  the IBP Board. |  |
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| IBP BOARD RISK AND CAPITAL MANAGEMENT REPORT | | | | | |

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|  | Paul Seward  Chair of IBP BRCC |
|  | Our commitment to strong risk  management is key to navigating the  challenging environment and enabling the  Bank to succeed |
|  |  |

#### Introduction

I am pleased to present the report on how the IBP BRCC (the

Committee) has discharged its responsibilities during the year.

The Committee continues to monitor and challenge the risk

profile of the Bank responding to the ongoing macro-economic

environment with a focus on the key financial risks, in particular

liquidity, market risk and credit quality. The UK has continued to

be a higher interest rate environment with rates reducing at a

slower-than-anticipated pace and lack of consumer confidence

and business sentiment negatively impacted following the

Autumn budget. In addition, geopolitical tensions, including the

Russian invasion of Ukraine and the conflict in the Middle East,

along with trade tensions that have escalated in response to the

new US administration's economic policies have contributed to

the market disruption and increased risk environment.

The Committee continues to closely monitor developments

following the announcement that the FCA was reviewing

historical motor finance commission arrangements prior to the

2021 rule change. Actions have been taken to ensure

compliance with the changes in line with the Court of Appeal’s

judgement, and a broader review of commission-based

businesses has been conducted.

A number of key regulatory projects are underway and these

continue to be closely monitored by the Committee. They

include the migration from the Standardised Approach to the

Internal Ratings Based (IRB) Approach to capital requirements

for credit risk. During the year, the Committee received regular

updates on the progress made to date regarding the re-

development of IFRS 9 models and the development and

performance of the required IRB models. Another key project to

which the Committee continues to dedicate significant focus

and time is the requirement to apply a Resolvability Assessment

Framework (RAF) and meet the Minimum Requirement for own

funds and Eligible Liabilities (MREL) requirements. The MREL

transition will commence from 1 January 2026 in a phased

manner with End-state MREL applying from 1 January 2032.

The Committee received frequent updates on the various work

streams, challenging management and subject matter experts in

progress, ensuring there was sufficient focus and adequate

resourcing for the project to remain on track.

In terms of non-financial risks, Consumer Duty continues to be

embedded across the organisation. Management information

has evolved and is frequently reviewed and challenged by the

Committee. Following the FCA’s holistic review, the Consumer

Duty report was given a positive green rating, with the FCA

noting that the Bank’s approach was comprehensive, supported

by a strong understanding of responsibilities. Actions to address

development areas were agreed with completion due by July

2025. Following this feedback and the FCA’s announcement

that it no longer expects firms to have a Consumer Duty

Champion,the Committee discussed the necessity for this role.

The conclusion was that oversight of compliance with the duty

was already a key area for the Committee, with the strength of

oversight by both the Committee and the Chair meaning that

the role of Consumer Duty Champion was no longer deemed to

be required.

Operational resilience remains a key area of focus and the

Committee was pleased with the progress made to close all

identified vulnerabilities ahead of the final regulatory deadline of

31 March 2025, which was confirmed as part of the annual self-

assessment. The Committee continues to monitor third party

management as the controls and oversight mature. Cyber risk,

concentration risk and the risks faced through the use of

artificial intelligence (AI), continue to be reviewed to ensure that

risks are being proactively considered and controls enhanced.

During the financial year, responsibility for the oversight of

Compliance and the Compliance Monitoring function moved

from the Audit Committee to BRCC with regular updates

received. Fraud risk remains heightened particularly with the

rise in AI enabled fraud and the implementation of the Payment

Systems Regulator’s (PSR’s) final rules on mandatory

reimbursement for authorised push payment (APP) fraud. The

Committee reviewed and challenged the controls and

enhancements were rolled out to mitigate the risk.

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Role of the Committee

The role of the Committee is to review, on behalf of the Board,

the range of risks facing the business. The Committee performs

this function by considering the risk reports presented and

questions whether existing actions taken by management are

appropriate.

The Committee is an essential part of the Bank's governance

framework. The Board has delegated the overseeing of the

Bank's risk framework to ensure that it is appropriate to the size,

scale and nature of the Bank's activities and able to effectively

manage the material risks to which the Bank is exposed. The

Committee is the most senior Risk Management Committee of

the Bank.

The Committee has to ensure that all risks are identified and

properly mitigated and managed. The Committee also considers

whether the resources allocated to the risk management

functions are adequate for effectively managing the Bank's risk

exposures.

The Committee reports to the Board on how it discharges its

responsibilities and makes appropriate recommendations to the

Board.

Role of the Chair

The role of the Chair of the IBP BRCC requires regular meetings

with the executives of the Bank, along with liaison with the

Chair of the DLC BRCC. The Chair also has interactions with the

risk functions, Compliance, Head of Finance and Operations and

Head of IT, in order to update knowledge and remain abreast of

commercial, regulatory and legislative developments, and

challenges facing the business.

Composition and attendance

The Committee is composed solely of independent non-

executive directors, with membership designed to provide the

breadth of risk expertise and commercial acumen it needs to

fulfil its responsibilities. The Chair of the DLC BRCC is a member

of the Committee to ensure the interconnection between the

Bank and its parent.

|  |  |  |  |  |  |
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|  | Meetings held in 2024/25 | | | |  |
|  | Members | Member  since | Attended | Eligible to  attend 1 |  |
|  | Paul Seward (Chair) | 1 Apr 2019 | 8 | 8 |  |
|  | David Germain | 5 Nov 2020 | 8 | 8 |  |
|  | Vanessa Olver | 4 Aug 2022 | 8 | 8 |  |
|  | Brian Stevenson2 | 8 Mar 2019 | 1 | 1 |  |
|  | Lesley Watkins | 18 Jan 2019 | 8 | 8 |  |
|  | John Reizenstein | 1 Apr 2024 | 8 | 8 |  |
|  | Vivek Ahuja3 | 5 Mar 2025 | 1 | 1 |  |
|  |  |  |  |  |  |

1.Where a director is unable to attend a meeting, they receive papers in

advance and have the opportunity to provide comments to the Chair of the

Committee.

2.Brian Stevenson stepped down from the Board and BRCC on 1 July 2025.

3.Vivek was appointed to the Board and BRCC on 5 March 2025.

Looking ahead

The Committee will continue to monitor overall levels of risk

within the business as a result of the Bank’s accelerated growth

strategy as well as macro-economic factors including the

changing rate environment and market disruption and volatility.

Monitoring will also cover the regulatory changes expected

following the UK government’s announcement that it was

focused on its growth agenda which includes cutting the cost of

regulation and bureaucracy. The Committee will continue to

keep regulatory developments under review, particularly in

terms of the FCA’s actions relating to the motor finance

commissions review following a decision from the Supreme

Court.

As the inflationary pressures soften and interest rates continue

to reduce, the Committee will monitor the risks and potential

impact on clients. The Committee will continue to review risks

arising out of the Bank’s funding strategies and ensure that the

Bank maintains strong levels of liquidity and capital buffers to

meet regulatory and internal minimums.

Progress continues to be made on embedding the Bank’s ESG

and climate risk approach, and all enhancements will be

overseen by the Committee. This will include monitoring the

Bank’s progress against the targets set as part of the Group’s

Sustainable and Transition Finance Framework.

In terms of non-financial risks, fraud risk, IT, data and cyber

security risk, third-party risk and operational risk will continue to

be areas of focus. The Committee will remain more focused on

operational resilience more broadly than the requirements under

the regulations and strengthen the geographical resilience

through the growth and scalability of Investec Group Services

India (IGSI), and through the alignment of regulation across the

Bank’s jurisdictions. In addition, the period ahead will be

characterised by enhanced oversight of material regulatory

projects. These will include the process of migrating from the

Standardised Approach to the IRB Approach, the development

of the RAF document and any actions relating to the MREL

requirements.

![Paul steward sign.png]()

#### Paul Seward

Chair,

19 June 2025

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Committee Activities

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|  | Area of focus |  | Conclusions and actions |  |
|  | Regulatory matters and projects  Consideration of key risk documents, the impact of  regulatory developments and projects established to  implement change effectively. |  | • The Committee reviewed and challenged the key risk  documents, including the ILAAP, ICAAP and CFRP, ahead of  final approval.  • The Committee were provided with regular presentations on  the Consumer Duty regulations which provided  management information on the outcomes for retail clients.  The Committee was assured that the client base was  achieving good outcomes. Feedback received from the  FCA’s holistic review was largely positive with a green rating  and any feedback had proactively been addressed  • The Committee received frequent updates on the IRB  project. The Committee challenged the progress to date  and supported the remedial actions implemented. These  included increasing resourcing and utilising a third party to  assist with some of the data challenges. The Committee  was focused on ensuring that adequate attention was given  to the project in order to be able to submit the regulatory  application and migrate to IRB in a timely manner  • The Committee received regular updates in terms of the  operational resilience regulations, and received confirmation  that the Bank had successfully closed all identified  vulnerabilities in relation to remaining within impact  tolerance. However, the vulnerability regarding the reliance  on IBL had been left open to enhance processes and create  efficiencies particularly in relation to the event of a  prolonged outage  • Additional work on operational resilience was undertaken  cross border in addition to the important business services,  including alignment to other similar frameworks where  required  • The Committee reviewed the third-party management  framework had been enhanced throughout the year and the  Committee was comfortable that there was adequate  oversight  • The Committee reviewed any potential and/or actual  regulatory breaches and actions taken to prevent breaches  from occurring. The Committee was kept abreast of any  relevant regulatory guidance, fines or new regulations  • The Committee reviewed the liquidity, credit and  investment risk appetite, market risk appetite and  counterparty credit risk appetite and non-financial risk  appetite. The Committee focused on challenging the key  assumptions and ensuring the limits were appropriate to  enable well-managed, diversified growth as well as other  risk appetites including operational risk and business risk  • The Committee received updates on the FCA’s review of  the historic discretionary commission arrangements in the  motor finance industry. The Committee received updates  from management on the changes made to ensure  compliance with the Court of Appeal’s ruling and monitored  other actions including the data validation work and  remediation plan. The Committee was also kept informed of  the level of complaints, which was relatively low, although  elevated in comparison to previous years  • In addition to the regular oversight of the RAF project, the  Committee held an ad-hoc meeting to review the  workstreams in detail and to gain assurance that there was  adequate focus and that the project remained on track to  meet regulatory expectations and deadlines. |  |
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|  | Area of focus |  | Conclusions and actions |  |
|  | Financial risk management of the Bank  Consideration of the key financial risks and the controls in  place to mitigate and effectively manage the risks faced by  the Bank. |  | • The Committee continued to review and challenge  management actions to address the risks ensuring that  there was surplus liquidity and capital buffers in place to  manage the possible negative impact arising from the  challenging macro-economic environment  • The Committee closely assessed the impact on the Bank’s  ECLs, with a review of the provision, in conjunction with the  Audit Committee, to ensure that it was appropriate, taking  into account the macro-economic outlook and scenarios.  Benchmarking by management had been conducted to  assess the level of ECL and credit loss ratio against other  UK banks  • The Committee was comfortable that while the credit loss  ratio had increased over the course of the last 18 months,  the rate of new defaults had stabilised and there were no  significant issues or areas of concern to raise  • The Committee closely monitored the credit book given the  macro-economic environment and potential for an increase  in defaults and Stage 2 and Stage 3 exposures. Detailed  presentations were received on the overall performance of  the book as well as the top non-performing exposures and  any proposed exit strategies  • The Committee reviewed and challenged the progress  made to reduce the investment portfolio and any risk  associated to the proposed exit strategies  • The Committee reviewed the work undertaken to address  the findings from the PRA’s thematic review of private  equity related financing activities and reviewed the  aggregate direct and indirect exposures  • The Committee was kept updated on the progress made to  capture ESG and climate risk. The Committee reviewed the  climate risk assessment that had been conducted through  2024 where credit exposures in sectors potentially exposed  to climate risk were reviewed at an asset level. The purpose  of the assessment was to highlight any potential exposures  to physical and transition risks. The findings of this risk  assessment were that exposure to climate transition and  physical risk are generally low. With regard to the  Sustainable and Transition Finance Framework, the  Committee reviewed the target-setting process and  recommended the sustainable and transition finance targets  to the Board for approval. These targets were established  using a bottom-up approach, based on contributions from  the commercial business activities within the Bank ensuring  that our sustainability objectives are aligned with our overall  strategic goals  • The Committee reviewed the sustainability risk appetite  statement which had been updated to include Investec  Bank plc’s sustainable finance target of £14.9bn by 2030 as  well as the commitment to maintain zero-coal exposure in  the loan book  • The Committee focused on emerging risks and the  mitigation thereof including both internal and external risks. |  |
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|  | Area of focus |  | Conclusions and actions |  |
|  | Non-financial risk management of the Bank  Consideration of the key controls and processes to ensure  that they were appropriate and effective to manage the  material non-financial risks faced by the Bank. |  | • The Committee closely monitored operational risk losses  and events to gain assurance that there were no trends or  issues within the control environment  • The Committee examined any potential or actual fraud  losses as fraud risk remained heightened throughout the  industry. Overall, losses remained low and within risk  appetite limits and the controls and processes were  assessed to ensure they remained appropriate. A deep dive  into AI-enabled fraud and the Bank’s controls included  enhancements being made such as a remote biometric  identity authentication system and enhanced staff training  • The Committee reviewed the financial crime controls and  systems used and tracked the implementation of the new  transaction monitoring system as well as the work in relation  to South Africa’s Financial Action Task Force’s (FATF’s)  greylisting  • The Committee received reports from management’s Risk  and Controls Forum and the Head of Compliance, and also  reviewed and approved the compliance monitoring plan  • The Chair of the Committee, David Germain and DLC  representative member (Vanessa Olver) attended DLC IT  Risk and Governance Committee meetings to provide  enhanced oversight of IT, data and cyber security risk  • The Committee maintained an enhanced focus on IT, data  and cyber security risk and an update on concentration risk  of the technology providers and the proposed mitigation  strategies as well as the strategy to migrate from physical  data centres to the cloud  • The Committee enhanced its oversight of projects with a  focus on regulatory projects. It continued to challenge  whether there were adequate resources and focus to  ensure delivery and positive outcomes of the key projects  undertaken  • The Committee reviewed the remit and resources of the  Bank’s risk management function to ensure that the function  had adequate knowledge and skills with experienced  individuals overseeing key risk areas. Assurance was  regularly provided that there were no critical risk roles  vacant and the function was adequately resourced. |  |
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| DIRECTORS' REPORT | | | | | |

![Reporting_standard.png]()

The directors present their directors’ report and financial

statements for the year ended 31 March 2025.

The Company has c hosen, in accordance with Section 414C(11) of

the UK Companies Act, to include certain matters in its strategic

report which are incorporated into this report by reference as

follows:

• An indication of likely future developments in the business of

the Company and its subsidiaries (throughout our strategic

report).

• Our risk management objectives and policies in relation to the

use of financial instruments, page 42.

• A statement as to material events since 31 March 2025, page

242.

• Our approach to diversity includes employment of disabled

persons, page 15. More detail can be found in the Investec

Group Sustainability Report which is published and available

on our website www.investec.com.

• Stakeholder engagement (including employees and others),

page 15.

• Details of charitable activities including any donations, page

15.

• Statement of corporate governance arrangements, pages 61

to 87.

#### Results and dividends

The results for the year are shown on page 26. Movements in

reserves are shown in the reconciliation of equity on page 124

of the financial statements. An interim dividend of £60 million

for the period ended 30 September 2024 was paid on 9

December 2024. On 19 May 2025, the board declared that a

dividend of £67 million for the period ended 31 March 2025 be

paid on 12 June 2025.

#### Directors

The names of the persons who were directors during the financial

year are set out in the table below. Biographical details of

directors appointed as at the date of this report are set out on

pages 63 to 65.

|  |  |
| --- | --- |
|  |  |
|  | Appointed |
| John Reizenstein | 2 Apr 2024 |
| Brian Stevenson2 | 14 Sep 2016 |
| Zarina Bassa1 | 1 Apr 2017 |
| David Germain | 15 Sep 2020 |
| Fani Titi | 3 Aug 2011 |
| Henrietta Baldock | 10 Feb 2021 |
| Vivek Ahuja | 5 Mar 2025 |
| Kevin McKenna | 10 May 2012 |
| Lesley Watkins | 13 Nov 2018 |
| Marlé van der Walt | 20 Sep 2022 |
| Paul Seward | 1 Apr 2019 |
| Ruth Leas | 27 Jul 2016 |

1. Zarina Bassa stepped down from the Board on 8 August 2024.

2. Brian Stevenson stepped down as Chair of the Investec Bank plc Board and as

a non-executive director on 1 July 2024

#### Corporate Sustainability Reporting

#### Directive

Investec Bank plc has opted to present its Sustainability

Statement, as mandated by the Transparency (Directive

2004/109/EC) Regulations 2007 (as amended), in a dedicated

section of this report in Section 6, which forms a fundamental

part of the director’s report. This Sustainability Statement has

been prepared in accordance with the European Sustainability

Reporting Standards (ESRS) and in compliance with the

requirements of the EU Taxonomy Regulation.

#### Independent auditor and audit information

Each director, at the date of approval of this report, confirms

that, so far as the director is aware, there is no relevant audit

information of which the Bank’s auditor is unaware and that

each director has taken all steps that he or she ought to have

taken as a director to make himself or herself aware of any

relevant audit information and to establish that the Bank’s

auditor is aware of that information. This confirmation is given

pursuant to Section 418 of the Companies Act 2006 and should

be interpreted in accordance with and subject to those

provisions.

Deloitte LLP have indicated their willingness to continue in

office as auditors. A resolution proposing their re-appointment

as auditors will be submitted to the annual general meeting.

89

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#### Going concern statement

In adopting the going concern basis for preparing the

consolidated financial statements, the directors have

considered the Bank’s business activities, objectives and

strategy, principal risks and uncertainties in achieving its

objectives, and performance which are set out in the strategic

report. The directors have performed a robust assessment of

the Bank’s financial forecasts across a range of scenarios over a

12-month period from the date the financial statements are

authorised for issue. Based on the above consideration, the

directors confirm that they have a reasonable expectation that

the Bank has adequate resources to continue in operational

existence for the 12 months from the date the financial

statements are authorised for issue. The directors therefore

consider it appropriate to adopt the going concern basis of

accounting in preparing the accompanying consolidated

financial statements.

#### Viability statemen

t

In accordance with the UK Corporate Governance Code, which

was adopted by Investec Bank plc as the corporate governance

code of the Bank, in addition to providing a going concern

statement (disclosed on page [89](#i100a345c65c6429e987680879833e7d3_25602)), the board is required to

make a statement with respect to Investec Bank plc’s viability

(i.e. its ability to continue in operation and meet its liabilities).

This is required to take into account the board’s assessment of

the current position of the Bank, its prospects and the principal

and emerging risks it faces, including the period of time for

which the board has made the assessment and why that period

is considered appropriate.

The board has used a three-year assessment period as this is

aligned to the Investec Bank plc’s medium-term capital plans

which incorporate profitability, leverage and capital adequacy

projections and include impact assessments from a number of

stress scenarios. Detailed management information therefore

exists to provide senior management and the board sufficient

and realistic visibility of Investec Bank plc’s viability over the

three years to 31 March 2028.

Following discussion and review by the IBP BRCC (comprising

of non-executive directors, which includes certain members of

the Audit Committee), the IBP Audit Committee recommended

the viability statement for board approval.

The board has identified the principal and emerging risks facing

the Bank and these are highlighted on page 45 onwards, with

further detail provided in the Investec plc (Investec Bank plc’s

parent company) annual report.

Through its various committees and sub committees, notably

the IBP Audit Committee, the IBP BRCC and the IBP Capital

Committees, the board regularly carries out a robust

assessment of these principal and emerging risks and their

potential impact on the performance, liquidity, solvency, capital

and operational resilience of Investec Bank plc. The activities of

these board sub-committees and the issues considered by

them are described in the governance section of this report.

Taking these risks into account, together with the Bank’s

strategic objectives and the prevailing market environment, the

board approved the overall mandated risk appetite and capital

framework for Investec Bank plc. The risk appetite and capital

frameworks set broad parameters relating to the Board’s

expectations around performance, business stability and risk

and capital management.

The board considers that prudential risk management is

paramount in all it does. Protection of depositors, customers’

interests, capital adequacy and shareholder returns are key

drivers. The Bank, in keeping with sound governance practices,

has defined roles and responsibilities for the management of

risk in accordance with the three lines of defence model, i.e.

business line management, an independent risk function and an

independent internal audit function. In addition, to manage the

Bank’s risk appetite, there are a number of detailed statements,

frameworks, policies and governance structures in place. The

Board ensures that there are appropriate resources in place to

manage the risks arising from running the business by having

independent Risk Management, Compliance, and Financial

Control functions. These are supplemented by an Internal Audit

function that reports independently to the non-executive IBP

Audit Committee Chair.

The board believes that the risk management systems and

processes, supported by the conclusions of the Internal Audit

function and the results of combined assurance coverage

through each assurance function, are adequate to support

Investec Bank plc’s strategy and allow the Bank to operate

within its risk appetite and capital frameworks. A review of

Investec Bank plc’s performance/measurement against its risk

appetite framework is provided at each IBP BRCC meeting and

at the main board meetings.

In terms of the FCA and PRA requirements, Investec Bank plc is

also required to meet regulatory standards with respect to

capital and liquidity. In terms of these requirements, Investec

Bank plc is required to stress its capital and liquidity positions

under a number of severe stress conditions. IBP’s stress testing

framework is well embedded in its operations and is designed

to identify and regularly test the Bank’s key ‘vulnerabilities under

stress’.

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In order to manage liquidity risk, liquidity stress testing is

performed for a range of scenarios, each representing a

different set of assumptions. These include market-wide, firm

specific, and combined scenarios (combination of the market-

wide and firm specific stresses). Investec Bank plc manages its

liquidity risk appetite in relation to combined stress parameters

which represent extreme but plausible circumstances. The

objective is to have sufficient liquidity under a combined stress

scenario to continue to operate for a minimum period as

detailed in the board-approved risk appetite framework. In

addition to these stress scenarios, the Bank’s risk appetite also

requires it to maintain specified minimum levels for both the

liquidity coverage ratio and net stable funding ratio and

regulatory minimums of 100% respectively; a minimum cash and

near cash to customer deposit ratio of 25%; and to maintain low

reliance on wholesale funding to fund core asset growth.

Investec plc undertakes an annual Internal Liquidity Adequacy

Assessment Process (ILAAP) which documents the approach to

liquidity management across the firm. This document is

reviewed and approved by IBP Board Risk and Capital

Committee (IBP BRCC), DLC BRCC and by the IBP, plc and DLC

Boards. Each legal banking entity within Investec Bank plc is

required to be fully self-funded. The Bank currently has

£9.1 billion in cash and near cash assets as at 31 March 2025,

representing 42.2% of customer deposits.

Investec Bank plc develops annual capital plans (refreshed after

six months) that look forward over a three-year period. The

capital plans are refreshed on an ad hoc basis if a material

event occurs or is likely to occur. These plans are designed to

assess the capital adequacy of Investec Bank plc and its

subsidiaries under a range of economic and internal conditions,

with the impact on earnings, asset growth, risk appetite and

liquidity considered. The output of capital planning allows senior

management and the board to make decisions to ensure that

Investec Bank plc continues to hold sufficient capital to meet

internal and regulatory capital targets over the medium term

(i.e. three years). Investec Bank plc targets a CET1 ratio in

excess of 10%, a tier 1 ratio greater than 11%, a minimum capital

adequacy ratio of 14% to 17%, and a leverage ratio in excess of

6%.

The parameters used in the liquidity and capital stresses are

reviewed regularly, taking into account the principal and

emerging risks facing the Bank, changes in the business

environments and inputs from business units. Scenarios are

designed considering macro-economic downside risks,

portfolio-specific risk factors and business model vulnerabilities.

Multiple scenarios are considered to account for the uncertain

forward-looking macro-economic environment.

• Base Case: A reacceleration of UK GDP is expected following

the stagnation seen over H2 2024 calendar year. Solid real

household disposable income growth, alongside a pickup in

investment, are seen as driving factors. A more favourable

interest rate environment is supportive to growth too. This is

due to the baseline assumption that CPI inflation returns to

the 2% target over time, thus allowing for further interest rate

reductions: the Bank rate is expected to fall to 3.75% by the

end of 2025 and to 3.00% in the medium term. Globally,

monetary policy is also assumed to return to more neutral

levels following several years in restrictive territory, enabled

by continued disinflationary trends and inflation targets being

met. Meanwhile global growth is expected to continue at a

modest pace in the near term.

In assessing stress scenarios for the 2025 capital planning

exercise, two different scenarios were considered. The first

scenario entails an escalated trade war resulting in renewed

inflationary pressures and higher interest rates, and the second

scenario considers a global economic demand shock resulting

in severe recessions and aggressive central bank monetary

policy easing. These are defined below:

• Trade war: This scenario is characterized by aggressive US

trade policy, including a universal 20% tariff and a 100% levy

on Chinese imports prompts retaliation from major trading

partners and the onset of a global trade war. Tariffs

themselves, and supply chain disruptions, result in a

resurgence in inflation. In the UK, CPI inflation reaches a peak

of 4.7%. In response to the rise in inflation, and concerns over

inflation expectations becoming dis-anchored, the Bank of

England resumes monetary policy tightening, with the Bank

rate reaching a peak of 5.50% in Q4 ‘25 and remaining there

until Q3 ’26. The economy enters a protracted and deep

recession with GDP contracting by 3%. Financial markets

witness a significant degree of turbulence, the FTSE 100 falls

35%, and sterling corporate bond spreads more than double

(investment grade, 340bps). Meanwhile tighter financial

conditions, higher interest rates and the poor macro

backdrop prompt significant falls in real estate values: UK

residential house prices fall 26%, commercial -23%. The

economy begins to recover in 2027, helped by falling interest

rates, although in the medium-term potential growth is lower

than before the economic shock. More broadly there is a

global recession with world GDP contracting 2.6%, and

economies such as the Euro area seeing a more severe

downturn (-3.4%), whilst the US experiences a 4% fall in GDP.

• Global synchronised downturn: This stress scenario

represents a hypothetical synchronised demand shock

designed to encapsulate unforeseen tail risks. This envisages

a global recession over FY 2025/26, with world GDP

contracting by 3%. At the country level, US and Chinese

output fall by 4.2% and 1.2% respectively. Unemployment

rises, whilst inflation falls, prompting central banks globally to

ease monetary policy expediently. Domestically UK GDP falls

4.1% peak to trough in year 1 of the scenario. Meanwhile, with

disinflationary pressures causing CPI inflation to fall to a low

of 0.8%, the Bank of England is assumed to respond

aggressively to the economic downturn by easing policy. The

Bank rate is therefore assumed to fall by 350bps between Q1

’25 and Q3 ’26, reaching a low of 0.75%, whilst Quantitative

Easing (QE) is also resumed. A recovery is envisaged in the

medium term, accompanied by a sustainable return of

inflation to the 2% target, and as such the Bank rate rises to a

level judged to be neutral (3.00%).

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| 03 |  | Risk management and  governance | CORPORATE GOVERNANCE |  | Investec Bank plc Annual Financial Statements  2025 |
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| DIRECTORS' REPORT  CONTINUED | | | | | |

Investec Bank plc implements regulatory scenarios (UK BoE

Bank Capital Stress Scenario) when they are published by the

regulator. For 2025 the BoE published its new Bank Capital

Stress Test (BCST) as at 31 March 2025. This new regulatory

scenario has been incorporated into the Investec PLC stress

testing programme. The summary of this scenario is below:

• The 2025 Bank of England Bank Capital Stress Test (BCST)

represents a severe global supply shock driven by an

escalation in geopolitical tensions and a consequent

commodity price shock. The shock is further compounded by

a fragmentation of global trade relationships caused by

import tariffs and supply chain disruptions. The main features

domestically are a significant rise in inflation: CPI inflation

reaches a peak of 10% in Q1 2026, which causes the Bank

rate to rise to a peak of 8% by Q1 2026. The Bank rate is

subsequently then cut, helping to support a recovery

following the 5% contraction in GDP over the first five

quarters of the scenario. The severity of the economic

downturn, coupled with high unemployment and high interest

rates, sees house prices fall by 28%. The picture is mirrored

globally with both the US and Euro area experiencing 4% falls

in GDP. Meanwhile the financial market stress is as severe as

that seen during the 2008/09 global financial crisis.

The board has assessed the Bank’s viability in its ‘base case’

and stress scenarios. In assessing Investec Bank plc’s viability,

a number of assumptions are built into its liquidity and capital

plans. In the stress scenarios these include, for example,

foregoing or reducing dividend payments and asset growth

being curtailed.

We also carry out ‘reverse stress tests’, i.e., scenarios that

cause the business model to fail. Reverse stress scenarios are

developed thematically, and their impact is assessed in

qualitative and quantitative terms with respect to liquidity

threshold conditions and regulatory capital, taking into account

the loss absorbing effects of the bank’s capital stack. Escalating

losses may expose the business model to unacceptable levels

of risk well before regulatory threshold conditions are breached,

and mitigating actions are identified with the aim to prevent the

failure of IBP. Reverse scenarios are extreme tail events and are

considered remote, and mainly serve the purpose of identifying

and addressing potential weaknesses that may not be identified

through the ongoing risk and capital management and stress

testing processes.

In addition, the Bank performs climate scenario analysis and risk

assessments in line with the requirements stipulated by

Supervisory Statement SS3/19 ‘Enhancing banks’ and insurers’

approaches to managing the financial risks from climate

change’, on a proportionate basis for the size and complexity of

the Bank. To date, findings indicate that transition and physical

risk is low and Investec Bank plc has sufficient liquidity and

capital to continue as a going concern and meet regulatory

liquidity and capital requirements.

Investec Bank plc’s parent company, Investec plc, is required to

maintain a contingency funding and recovery plan, and a

resolution pack for the Investec plc consolidated Group. The

recovery plan documents how the Board and senior

management will ensure that the Investec plc Group recovers

from extreme financial stress to avoid liquidity and capital

difficulties. The key focus in the recovery plan is the Bank and

the protection of its depositors and other clients.

On 28 June 2023, the BoE formally notified Investec plc that the

preferred resolution strategy will be changed from bank

insolvency procedure to bail-in and as such a revised, increased

minimum requirement for own funds and eligible liabilities

(MREL) requirements will be imposed on Investec plc and IBP as

a material subsidiary. The MREL transition will commence from

1 January 2026 with end state MREL applying from 1 January

2032. As a bail-in firm, Investec plc will come into scope of the

BoE’s Resolvability Assessment Framework and is committed to

ensuring its resolution capabilities meet the required regulatory

standards.

Investec Bank plc also maintains an operational resilience

framework that defines important business services, impact

tolerances and plans to respond effectively to a disruption. This

not only ensures continuity of business operations but also

safeguards the interests of key stakeholders including clients

and regulators, as well as maintaining our reputation, brand and

value‐creating activities.

The capital and liquidity plans, stress scenarios, contingency

funding and recovery plans, the resolution pack and the risk

appetite statements are reviewed at least annually by the

respective Capital, Risk, and board committees. In times of

severe economic distress and if applicable, stress scenarios are

reviewed more regularly; for example, as was the case with the

COVID‐19 pandemic. In addition, senior management hosts an

annual risk appetite process at which the Bank’s risk appetite

frameworks are reviewed and modified to take into account risk

experience and changes in the environment. Furthermore,

strategic budget processes take place within each business

division at least annually. These focus on, amongst other things:

the business and competitive landscape; opportunities and

challenges including the use of new and emerging technologies

and operational risks relating to technology, resilience and

cyber security; and financial projections. A summary of these

divisional budgets is presented to the board during its strategic

review process early in the year.

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| DIRECTORS' REPORT  CONTINUED | | | | | |

In assessing the Bank’s viability, the board has taken all of the

above-mentioned factors, documents and processes into

consideration. The directors can confirm that they have a

reasonable expectation that Investec Bank plc will continue to

operate and meet its liabilities as they fall due over the next

three years.

The viability statement should be read in conjunction with the

following sections in the annual reports, all of which have

informed the Board’s assessment of Investec Bank plc’s

viability:

• Pages [4](#i447e4d363cd344738300acdd42f0e3a0_3762) to [39](#i447e4d363cd344738300acdd42f0e3a0_136), which show a strategic and financial overview

of the business

• Page [45](#i447e4d363cd344738300acdd42f0e3a0_181) to [60](#i0609d661f46a43d6bd32d13259b11cc1_4772) which provides detail on the principal and

emerging risks the Bank faces and the processes in place to

assist Investec Bank plc in mitigating its principal risks

• Page [42](#i447e4d363cd344738300acdd42f0e3a0_175) which provide an overview of Investec Bank plc’s

approach to risk management

• Pages [45](#i447e4d363cd344738300acdd42f0e3a0_181), [248](#i447e4d363cd344738300acdd42f0e3a0_484),[274](#i3ae88ff87b114067899834f8d77fee9e_9769) and [288](#i7c92788fb1474a82a8a57477341a81fa_37323) which highlight information on

Investec Bank plc’s various stress testing processes

• Page [278](#icd4ee75502c2463ea93e90de1b2ebc08_32319) to [283](#icd4ee75502c2463ea93e90de1b2ebc08_8900) which focuses on Investec Bank plc’s

philosophy and approach to liquidity management

• Page [286](#ib2fe0d6b03b544f19e301b71680849d9_0-1-1-1-2494133) which provides detail on the recovery and

resolution pack

• Pages [287](#i7c92788fb1474a82a8a57477341a81fa_14287) to [291](#i7c92788fb1474a82a8a57477341a81fa_14283) which explain Investec Bank plc’s capital

management framework.

This forward‐looking viability statement made by the board is

based on information and knowledge of Investec Bank plc at

19 June 2025. There could be a number of risks and

uncertainties arising from (but not limited to) domestic and

global economic and business conditions, including the

development of new technologies, beyond IBP’s control that

could cause Investec Bank plc’s actual results, performance or

achievements in the markets in which it operates to differ from

those anticipated.

#### Events after the reporting date

|  |  |
| --- | --- |
|  |  |
|  | Refer to Note 56 of the Annual  Financial statements. |

#### Directors’ responsibility statement

The following statement, which should be read in conjunction

with the auditor’s report set out on pages 108 to 118,

distinguishes for its shareholder the respective responsibilities

of the directors and of the auditors in relation to the accounts.

The directors are responsible for preparing the annual report

and the Bank’s financial statements in accordance with

applicable United Kingdom law and regulations.

Company law requires the directors to prepare financial

statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance

with International Financial Reporting Standards (IFRSs) in

conformity with the Companies Act 2006. Under company law,

the directors must not approve the Group financial statements

unless they are satisfied that they give a true and fair view of

the state of affairs of the Group and the Company and of the

profit or loss of the Group and the Company for that period.

In preparing these financial statements the directors are

required to:

• Select suitable accounting policies in accordance with IAS 8

Accounting Policies, Changes in Accounting Estimates and

Errors and then apply them consistently

• Make judgements and accounting estimates that are

reasonable and prudent

• Present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information

• Provide additional disclosures when compliance with the

specific requirements in IFRSs is insufficient to enable users

to understand the impact of particular transactions, other

events and conditions on the Bank’s financial position and

financial performance

• In respect of the Bank financial statements, state whether IFRSs

in conformity with the Companies Act 2006 and IFRSs adopted

pursuant to Regulation(EC) No. 1606/2002 as it applies in the

European Union have been followed, subject to any material

departures disclosed and explained in the financial statements

• In respect of the parent company’s financial statements, state

whether IFRS is in conformity with the Companies Act 2006,

have been followed, subject to any material departures

disclosed and explained in the financial statements

• Prepare the financial statements on the going concern basis

unless it is appropriate to presume that the Bank will not

continue in business.

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The directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Bank’s

transactions and disclose with reasonable accuracy at any time

the financial position of the Bank and enable them to ensure

that the Bank’s financial statements comply with the Companies

Act 2006. They are also responsible for safeguarding the assets

of the Bank and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the directors are also

responsible for preparing a strategic report, directors’ report,

directors’ remuneration report and corporate governance

statement that comply with that law and those regulations. The

directors are responsible for the maintenance and integrity of

the corporate and financial information included on the

Company’s website.

The directors confirm, to the best of their knowledge:

• That the consolidated financial statements, prepared in

accordance with IFRSs in conformity with the Companies Act

2006 and IFRSs adopted pursuant to Regulation(EC)

No.1606/2002 as it applies in the European Union, give a true

and fair view of the assets, liabilities, financial position and

profit of the parent company and undertakings included in the

consolidation taken as a whole

• That the annual report, including the strategic report (being

section 1 and 2 of the annual report), includes a fair review of

the development and performance of the business and the

position of the Bank, together with a description of the

principal risks and uncertainties that they face

• That they consider the annual report, taken as a whole, is fair,

balanced and understandable and provides the information

necessary for shareholders to assess the Bank’s position,

performance, business model and strategy.

The strategic report, directors’ report and the financial

statements of the Bank, were approved by the board of

directors on 19 June 2025

Signed on behalf of the board

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| Ruth Leas  Chief Executive  19 June 2025 | John Reizenstein  Chair  19 June 2025 |

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## Remuneration

## report

IN THIS SECTION

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| REMUNERATION REPORT | | | | | |

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| --- | --- | --- |
|  |  |  |
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|  |  | Henrietta Baldock  Chair of the IBP Remuneration Committee |
|  |  |
|  | It has been another strong year for the  Bank in a volatile environment and we  remain confident in the performance and  strength of the business and dedication of  our people. |
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| --- | --- | --- | --- | --- | --- | --- |
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|  | Henrietta Baldock  19 June 2025 | | | |  |  |
|  | Meetings held in 2024/25 |  |  |  |  |  |
|  |  |  | Member since | Eligible to  attend | Attended |  |
|  | Henrietta Baldock (Chair) |  | 5 August 2021 | 7 | 7 |  |
|  | Brian Stevenson1 |  | 20 May 2019 | 3 | 3 |  |
|  | Lesley Watkins |  | 20 May 2019 | 7 | 7 |  |
|  | John Reizenstein2 |  | 2 April 2024 | 7 | 7 |  |
|  | Vivek Ahuja3 |  | 5 March 2025 | — | — |  |
|  | 1.      Brian Stevenson stepped down as an Investec Bank plc (IBP) committee member from 1 July 2024  2.     John Reizenstein joined as an IBP committee member on 2 April 2024  3.     Vivek Ahuja was appointed as notified NED of IBP on 5 March 2025, however there were no further meetings held after his appointment in the year  to 31 March 2025 | | | | |  |
|  |  |  |  |  |  |  |
|  | Key achievements in FY2025 |  |  |  |  |  |
|  | • Considered and approved the proposed 2025 remuneration approach for  executive directors, senior management, Material Risk Takers (MRTs),  control function employees and other employees  • Approved the variable remuneration spend and overall remuneration  approach for the financial year ended 31 March 2025  • Reviewed and approved the objectives for each executive director  • Reviewed the diversity implications of the remuneration philosophy, policy  and structures, including the diversity pay gap figures  • Considered the interaction between culture and reward and the potential  implications thereof |  | • Reviewed the non-standard remuneration structures  within Investec Bank plc  • Regularly considered external legislative and regulatory  developments, including the November 2024 PRA & FCA  Remuneration Reform consultation exercise, to which a  response was submitted  • Regularly considered the application of malus and/or  clawback  • Reviewed key new hires and exits, including the  remuneration outcomes for leavers | | |  |
|  |  |  |  |  |  |  |
|  | Areas of focus in FY2026 |  |  |  |  |  |
|  | • Consider and approve the remuneration framework and objectives for the  Chief Executive, in the context of the Group Executive Team framework  • Consider and approve the remuneration framework and objectives for the  IBP Executive Committee  • Consider the belonging, inclusion and diversity implications of the  remuneration philosophy, policy and frameworks including equal pay and  the diversity pay gaps  • Consider how our remuneration philosophy, policy, practices and approach  support and align with our Sustainability initiatives, Group strategy and  culture |  | • Continue to regularly consider the application of malus  and/or clawback  • Consider the alignment of remuneration policies and  practices for all employees with the Chief Executive and  executive team  • Consider the risk implications of our remuneration policies  and frameworks  • Review regulatory changes relating to remuneration  including the final outcome of the 2024 PRA & FCA  Remuneration Reform consultation exercise | | |  |
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| REMUNERATION REPORT  CONTINUED | | | | | |

#### Introduction

It is my pleasure to present the remuneration report for the year

ended 31 March 2025, which describes the approach to

remuneration at the Bank.

The IBP Remuneration Committee has responsibility for

remuneration within the Bank and ensures compliance with

applicable legislation and governance requirements of the

jurisdictions within which the Bank operates, including its

obligations as an independent bank regulated by the UK

Prudential Regulation Authority (PRA) and Financial Conduct

Authority (FCA). While the IBP Remuneration Committee is

responsible for remuneration within the Bank, it reports key

items up to both the IBP Board and the DLC Remuneration

Committee.

Before we turn to look in more detail at key aspects of our

remuneration, I would like to reflect on the IBP Remuneration

Committee’s responsibilities, achievements and challenges

encountered over the past year, and to consider the key areas

of focus for the IBP Remuneration Committee in the year ahead.

Role of the Chair

The role of the Chair of the IBP Remuneration Committee

requires regular meetings with the Executives of the Bank. The

Chair also has interactions with internal and external specialist

advisers and with the Heads of Reward, People & Organisation,

Compliance and Risk, in order to keep knowledge up to date,

and to keep abreast of commercial, regulatory and legislative

developments and challenges facing the business. These

interactions are an essential part of the role of the Chair of the

IBP Remuneration Committee.

Composition

I served as Chair of the IBP Remuneration Committee and the

other members of the Committee were Brian Stevenson, Lesley

Watkins and John Reizenstein. Lesley and I served for the full

year, John joined the committee on 2 April 2024 and Brian

stepped down on 1 July 2024. Vivek Ahuja was appointed as

notified NED of IBP on 5 March 2025, however there were no

further meetings held after his appointment in the year to 31

March 2025.

The IBP Remuneration Committee is composed of independent

non- executive directors, with membership designed to provide

the breadth of experience necessary for the members to

consider the issues that are presented to the IBP Remuneration

Committee.

I also served as Chair of the DLC Remuneration Committee for

the full year. This has enhanced the interconnection between

the IBP Remuneration Committee and the DLC Remuneration

Committee.

Committee responsibilities

The IBP Remuneration Committee is responsible for considering

the remuneration arrangements of the executive directors,

senior employees including Material Risk Takers (MRTs), and

that of the wider workforce of the Bank. The remuneration

framework, performance measures and metrics for the IBP

Chief Executive Ruth Leas, who is a Person Discharging

Managerial Responsibilities (PDMR) of the Investec Group, are

determined by the DLC Remuneration Committee following

consultation with the IBP Remuneration Committee. The annual

remuneration for the Chief Executive is then reviewed by the

IBP Remuneration Committee, with a recommendation provided

to the DLC Remuneration Committee.

The IBP Remuneration Committee receives reports from the IBP

Reward Committee, which has been mandated to oversee the

reward framework for Investec Bank plc employees, and act as

the Malus and Clawback Committee to apply the Bank’s policy

in this regard.

The membership of the Remuneration Committee comprised

independent non-executive directors.

Any matters relevant to the Bank were communicated to the

Bank, in part, through having the Chair of the DLC Remuneration

Committee, myself, as the Chair of the IBP Remuneration

Committee.

The IBP Remuneration Committee reviews and recommends the

remuneration for the executive directors and senior employees

of the Bank to the DLC Remuneration Committee. The policy on

remuneration packages for non-executive directors is agreed

and determined by the Investec Group Board.

The past year in focus

The past year was another challenging year for the IBP

Remuneration Committee, requiring a strong focus on

appropriate remuneration despite the volatile operating

environment. The Committee ensured they focused on

balancing the interests of various stakeholders in considering

the approach to remuneration, in particular variable

remuneration payouts.

As outlined in the corporate governance section, the Board and

the IBP Remuneration Committee have a strong focus on

culture. It has been frequently documented, including by our

regulators, that remuneration structures and practices can and

do have a significant impact on the culture within organisations.

Therefore this potential effect has a significant bearing on the

approach and deliberations of the IBP Remuneration Committee

when reviewing remuneration processes and practices within

the Bank.

David Germain is the designated Non-Executive Director for

workforce engagement for the Bank. Activities during the year

have included culture dialogues, diversity and inclusion

programmes, talent programmes, town halls, and question and

answer sessions.

A quarterly workforce engagement synthesis meeting is also

held with David as the designated Non-Executive Director for

workforce engagement for the Board of Investec Bank Plc to

ensure that the matters of interest to our people are considered

across the Group.

The IBP Remuneration Committee also oversaw the details and

publication of the Bank’s annual pay gap report, which includes

the ethnicity pay gap.

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| --- | --- |
|  |  |
|  | Refer to the pay gap report published  on the Investec website for full details . |

The IBP Remuneration Committee is committed to ensuring

further improvement in the future. In addition, the Bank is a

signatory to the Women in Finance Charter, and in doing so has

committed to, among other items, linking the pay of senior

executives to delivery against the set targets. We exceeded our

2022 Charter Targets and have targets set for 2027, full details

are disclosed on our website.

Throughout the year, the IBP Remuneration Committee

reviewed the proposed approach to variable remuneration for

the financial year ending 31 March 2025 and agreed the final

approach in May 2025.

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We are confident that the approach taken has enabled us to

invest in appropriate strategic initiatives, reward those who

performed strongly, retain our key people and further

strengthen the alignment with the Bank, the Group and our

shareholder.

Performance and outcomes for the year

The Bank delivered a strong set of results in volatile markets.

The Specialist Banking client franchises performed strongly,

showing continued traction in our growth strategies across the

business. There was strong revenue growth across our key

client franchises as we continued to successfully execute our

client acquisition strategies to build scale and relevance in the

UK and other markets in which we operate.

Variable remuneration for the 2025 year was calculated using

the standard Economic Value Added (EVA) calculation.

Investec Bank plc reported an adjusted operating profit of

£496.8 million for the year, our people have delivered a strong

performance and have been rewarded accordingly. We

considered the needs of all of our stakeholders, including our

shareholder, when determining the remuneration spend for the

year. We agreed the following principles to guide our approach:

• Ensure we are rewarding for performance

• Protect our business (so we have a sustainable, viable

business in the long term)

• Ensure we retain those individuals who are deemed key to

the future strategy of the business

• Mitigate flight risk and potential impact to the franchise

• Account for external factors, including the views of our

shareholder and regulators

• Ensure we are sensitive to and supportive of the communities

in which we operate.

Looking ahead

It has been another positive year for the business and we

remain confident in the performance and strength of our

business, the dedication of our people and the optimised scale,

resilience and technology within the business.

The IBP Remuneration Committee will continue to focus in the

coming year on our remuneration practices, with particular

attention being given to ensuring that our philosophy, policy

and approach support and align with our culture, and our

approach to belonging, inclusion and diversity.

With effect from October 2023 the UK PRA and FCA provided

flexibility to permit firms, including Investec, to set maximum

ratios between variable and fixed pay for MRTs as they

consider to be appropriate, no longer limited to a ratio of 2:1.

The variable to fixed pay maximum ratio(s) for UK MRTs will be set

by the IBP Remuneration Committee from time to time taking into

account market practice, applicable rules and guidance from the

UK PRA and FCA, enabling Investec to reduce fixed pay costs over

time and increase the amount of pay subject to performance. The

MRT variable to fixed pay maximum ratio for the 2024/25 year was

5:1. MRTs of Investec’s EU entities or branches will remain subject

to the ratio of 2:1 for as long as the relevant EU regulations continue

to be in place.

The IBP Remuneration Committee believes that the Bank’s

approach to executive remuneration is designed to incentivise

exceptional performance from its Executives and employees,

and ensure they are rewarded appropriately for performance.

The Bank is also focused on ensuring that its approach to

reward is fair in all aspects, and that all stakeholders are taken

into account when determining how executives and employees

are rewarded.

The IBP Remuneration Committee considers that there is strong

alignment between the Bank’s remuneration structure and the

Bank’s stakeholders, especially with vesting periods of share

awards granted to employees which generally vest over five

years, and in some cases seven years, with additional post-

vesting retention periods for MRTs.

Conclusion

The IBP Remuneration Committee has had another positive

year. We are confident that the steps we have taken have

allowed us to effectively reward our people who have

performed strongly, retain our key people, and ensure strong

alignment with the Bank, the Group and our shareholder.

![Henrietta e-sig.png]()

Henrietta Baldock

Chair, IBP Remuneration Committee

19 June 2025

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#### Remuneration overview

|  |
| --- |
|  |
| Inside this section |
|  |
| Remuneration philosophy and approach for all employees |
| Remuneration policy |
| Variable remuneration |
| Other remuneration structures |
| Governance |
| Key Management Personnel |

#### Remuneration philosophy and approach

#### for all employees

Our remuneration approach is designed to foster an exceptional

performance culture that enables an entrepreneurial spirit as

well as a strong sense of ownership. We use remuneration to

help attract and retain culturally aligned, smart, innovative and

talented people who adhere and subscribe to our culture, risk

appetite, values and philosophies, and to recognise and drive

out of the ordinary performance.

The Bank’s remuneration levers work to:

• Provide a sense of security, so people feel free to innovate,

challenge and influence

• Motivate people to deliver exceptional performance

• Give people a sense of ownership, so they feel invested in

the organisation.

Our remuneration approach reflects our culture; it is an honest

and challenging process that is tailored to individual roles and

acknowledges personal and team contributions. We reward

people for the contribution they make through payment of a

fixed package, variable performance bonus, and ownership

through a share incentive scheme. We strive to provide a

working environment that stimulates extraordinary performance

so that executive directors and employees may be positive

contributors to our clients, our communities and the Group.

When determining levels of variable remuneration, the Bank

considers the overall level of performance, culture and risk

events in the year. The proportion of variable to fixed

remuneration is carefully monitored to ensure compliance with

regulatory requirements. All incentives are subject to the Bank’s

performance adjustment policy. This provides the Bank with the

ability to reduce, revoke or recover variable remuneration in

respect of a risk, control or conduct issue, event or behaviour.

Given IBP executive directors’ and additional senior Bank

executive incentives are deferred for up to seven years,

the Bank does not believe that the incentive structures

inadvertently motivate irresponsible or short-term behaviour.

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OVERVIEW OF REMUNERATION FOR ALL EMPLOYEES

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|  | Element |  | Operation – Bank |  |
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|  | Salary |  | • Paid monthly in cash |  |
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|  | Role-based  Allowance |  | • Role-based Allowances may be awarded to certain MRTs to reflect their roles and ensure an  appropriate balance between fixed and variable remuneration  – Paid monthly in cash  – These are fixed, according to the nature of each role, and can only be amended in certain limited  circumstances (e.g. a material increase in organisational responsibilities) |  |
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|  | Benefits and  pension |  | • Benefits are provided, with the details depending on local market practice  – Employees have access to country-specific, Company-funded benefits such as pension  schemes, private medical insurance, permanent health insurance, life insurance and cash  allowances  – Pension and benefit levels differ globally to be competitive in different markets, and there is no  single pension level across the Group  – Bank executive directors have access to the same benefits as Bank employees mentioned  above, being Company-funded benefits such as pension schemes, private medical insurance,  permanent health insurance and life insurance |  |
|  |  |  |  |  |
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|  | Short-term  incentive |  | • Discretionary performance bonuses based on business and individual performance  • The amounts available to be distributed are based on the Bank-wide risk adjusted Economic Value  Added (EVA) model which is, at a high level, based on revenue less risk-adjusted costs, and overall  affordability  • At an individual level the bonus allocations are determined based on performance against  qualitative and quantitative factors. Qualitative measures include adherence to culture, including  supporting belonging, inclusion and diversity, client outcomes, market context, contribution to  performance and brand building, attitude displayed towards risk consciousness and effective risk  management |  |
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|  | Non-Material Risk Takers:  • For employees who are not MRTs, all bonus awards exceeding a pre-determined threshold are  subject to 60% deferral in respect of the portion exceeding the threshold  • The deferred amount is awarded in the form of: short-term share awards vesting in three equal  tranches over a period of approximately three years; or cash released in three equal tranches over  a period of approximately three years  • Deferred bonuses are subject to malus conditions |  |
|  |  |  |
|  |  |  |
|  | Material Risk Takers:  Bonus awards are subject to deferral as follows:  • Where variable remuneration, comprising bonus and long-term incentives, equals or exceeds  £500 000, 60% of variable remuneration is deferred  • Where variable remuneration is less than £500 000 40% is deferred, unless the de-minimis  concession is met in which case there is no deferral  • A minimum of 50% of both the deferred and non-deferred elements are delivered in shares, with  the remaining balance in cash or shares  • The deferred elements vest over periods from four up to seven years and are subject to an  appropriate retention period, generally 12 months, after vesting  • All variable remuneration is subject to clawback  • All deferred variable remuneration is subject to malus  • MRTs were subject to the 5:1 maximum ratio of variable to fixed remuneration for the 2024/25 year |  |
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|  | Other |  | • Where employees in the audit, risk and compliance functions support a specific area of the  business, their variable remuneration is set independently of the business area that they oversee  • The non-executive directors are not eligible to participate in any of the Group’s incentive plans or  to join any pension scheme. They do not receive any taxable benefits over and above  reimbursement for agreed travel and subsistence |  |
|  |  |  |  |  |

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Consideration of all employee remuneration

The IBP Remuneration Committee reviews changes in

remuneration arrangements in the workforce as we recognise

that all our people play an important role in the success of the

Bank. The Bank is committed to creating an inclusive working

environment and to rewarding our employees throughout

the organisation in a fair manner, and the IBP Remuneration

Committee reviews our practices around creating a fair, diverse

and inclusive working environment.

In making decisions on executive pay, the IBP Remuneration

Committee considers wider workforce remuneration and

conditions to ensure that they are aligned on an ongoing basis.

Effective from 2019 the Board appointed a designated non-

executive director to represent employees in the boardroom.

The Board believes that employees throughout the Bank should

be able to share in the success of the Bank. As such, as

outlined in the table on the prior page, in addition to the fixed

pay element, all of our employees have access to market

relevant benefits, and all employees are eligible to be

considered for an annual bonus after a short initial qualifying

period. The Board believes strongly in share ownership among

our employees and therefore all employees are, in principle

eligible for, and many participate in our long-term incentive

scheme.

#### Remuneration policy

All remuneration payable (salary, benefits and incentives) is

assessed at a Bank, business unit and individual level. This

framework seeks to balance both financial and non-financial

measures of performance to ensure that the appropriate factors

are considered prior to making awards, and that the appropriate

mix of cash and share-based awards are made.

Determination of remuneration levels for

employees

Qualitative and quantitative considerations form an integral part

of the determination of overall levels of remuneration and total

compensation for each individual.

Factors considered for overall levels of remuneration in the

Bank include:

• Financial measures of performance

– Risk-adjusted EVA model

– Affordability

• Non-financial measures of performance

– Market context

– Specific input from the risk and compliance functions.

Factors considered to determine total compensation for each

individual include:

• Financial measures of performance

– Achievement of individual targets and objectives

– Scope of responsibility and individual contributions

• Non-financial measures of performance

– Alignment and adherence to our culture and values,

including supporting belonging, inclusion and diversity

– The level of cooperation and collaboration fostered

– Development of self and others

– Attitude displayed towards risk consciousness and

effective risk management

– Adherence to internal control procedures

– Compliance with the Bank’s regulatory requirements and

relevant policies and procedures, including treating

customers fairly

– The ability to grow and develop markets and client

relationships

– Multi-year contribution to performance and brand building

– Long-term sustained performance

– Specific input from the risk and compliance functions

– Attitude and contribution to sustainability principles and

initiatives.

Remuneration levels are targeted to be commercially

competitive on the following basis:

• The most relevant competitive reference points for

remuneration levels are based on the scope of responsibility

and individual contributions made

• The IBP Remuneration Committee recognises that the Bank

operates an international business and competes with both

local and international competitors in each of our markets

• Appropriate benchmarks of industry and comparable

organisations’ remuneration practices are reviewed regularly

• While benchmarking information is utilised, it is considered

along with other relevant factors, including internal

comparators, the scope and complexity of the role and the

individual’s contribution.

#### Variable remuneration

All employees are eligible to be considered for a discretionary

annual bonus, subject inter alia to the factors set out above in

the section dealing with the determination of remuneration

levels. The structure of short-term incentives reflects differing

regulatory requirements for the different legal entities and also

differing competitive pressures in each distinct market in which

the Bank operates.

Bank: variable short-term incentive

Risk weighted returns form the basis for variable

remuneration levels in addition to other financial, non-

financial and risk factors that are considered

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|  | In our ordinary course of business, we face a  number of risks that could affect our business  operations, as highlighted on page 45. |

Risk management is independent from the business units and

monitors, manages and reports on the Bank’s risk to ensure it is

within the stated risk appetite, as mandated by the Board of

Directors through the IBP Board Risk and Capital Committee

(IBP BRCC). The Bank monitors and controls risk exposure

through credit, market, capital, liquidity, operational and legal

risk divisions/forums/committees.

The Bank’s central credit, investment and risk forums, IBP

Executive Risk Review Forum (Review ERRF) and IBP Executive

Risk Committee (IBP ERC) provide transaction approval

independent of the business unit on a deal-by-deal basis.

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EVA model: allocation of performance-related bonus pool

Our business strategy and associated risk appetite, together

with effective capital utilisation, underpin the EVA annual bonus

allocation model.

Business units share in the annual bonus pool to the extent that

they have generated a realised return on their allocated risk-

adjusted capital base in excess of their target return on equity.

Many of the potential future risks that the firm may face are

avoided through ensuring that the bonus pools are based on

actual realised risk-adjusted profits.

The bonus pools for non-operating business units (Business

Enablement) are generated by a levy payable by each business

unit on its operating profit. This bonus pool may, in some years,

be supplemented by a discretionary allocation as determined by

the executive, and agreed by the IBP Remuneration Committee.

In terms of our EVA process, if business and individual

performance goals are exceeded, the variable element of the

total remuneration package is likely to be substantially higher

than the relevant target benchmark. This ensures that overall

remuneration levels have the potential to be positioned at the

upper quartile level for superior performance, in line with our

overarching remuneration policy.

In circumstances where a business unit does not have an EVA

pool (e.g. when it incurs a loss or when it is a start-up),

the executive and IBP Remuneration Committee, with support

from the Group and the DLC Remuneration Committee, may

consider a discretionary allocation to allow for a bonus for those

staff who were expected to contribute to the longer-term

interests of that business unit or the Bank, despite the lack of

EVA profits in the short term, e.g. control functions, support

staff and key business staff.

Where employees in the audit, risk and compliance functions

support a specific area of the business, their variable

remuneration is set independently of the business area that

they oversee. The level of rewards for these employees

are assessed against the overall financial performance of the

Bank; objectives based on their function; and compliance with

the various non-financial aspects referred to above.

Key elements of the bonus allocation process are set out below:

• A fixed predetermined percentage of any return in excess of

the EVA hurdle accrues to the business units’ EVA pool

• A portion of the total EVA pool is allocated towards the bonus

pool for Business Enablement

• These bonus pools are reviewed regularly by the appropriate

management and non-executive committees to ensure that

awards are only paid when it is appropriate to do so,

considering the Group-wide performance against non-

financial risk (both current and future) and compliance-based

objectives and in order to ensure that the payment of such

discretionary bonuses does not inhibit the Bank’s ability to

maintain or raise its capital levels. All users of capital operate

within a strict philosophical framework that requires

a balancing of risk and reward and that is designed to

encourage behaviour in the interests of all stakeholders as

opposed to just employees

• The EVA pools are calculated centrally by the Bank’s finance

function and are subject to audit as part of the year-end audit

process

• Once the EVA pools are finalised, line managers in each

business unit will make discretionary bonus recommendations

for each team member taking into consideration qualitative

and quantitative criteria (as mentioned above)

• Bonus recommendations are then subject to an extensive

geographic review involving the People & Organisation

function and the executive

• Thereafter, these recommendations are subject to a global

review by executive management before the IBP

Remuneration Committee and DLC Remuneration Committee

review and approval process.

Deferral of annual bonus awards: other than Material Risk

Takers within the Bank

All annual bonus awards exceeding a predetermined hurdle

level are subject to 60% deferral in respect of the portion that

exceeds the hurdle level. The deferred amount is awarded in

the form of: forfeitable share awards vesting in three equal

tranches over approximately three years; or cash released in

three equal tranches over approximately three years. Where

shares are being awarded to employees as part of the deferral

of performance bonus awards, these are referred to as short-

term share awards. These awards are made under the terms of

our existing long-term incentive plans. The entire amount of the

annual bonus that is not deferred is payable up-front in cash.

Deferral of variable remuneration awards: Material Risk

Takers within the Bank

• MRTs include senior management, risk takers, staff engaged

in certain central functions and any other employees whose

professional activities have a material impact on the Bank’s

risk profile

• Individual awards to MRTs are determined based on EVA

pools in the same manner as is applicable to all staff (as set

out above), and subject to the Bank’s remuneration policy and

governance processes (also set out above)

• Variable remuneration awards to executive directors of the

Bank (excluding executive directors who are employees of a

separately regulated firm) and all variable remuneration

awards to other MRTs where total variable remuneration is

equal to or exceeds £500 000 are subject to 60% deferral

• All variable remuneration awards to other MRTs where total

variable remuneration is less than £500 000 are subject to

40% deferral

• The 40% not deferred in the former instance or the 60% not

deferred in the latter instance are awarded as either 50% in

cash and 50% in short-term share awards or 100% in short-

term share awards

• The up-front short-term share awards vest immediately, but

are only released after a period of 12 months for all MRTs

• All deferrals in the form of short-term share awards (being

either 50% or 100% of such deferral) vest over periods of up

to seven years and are then subject to an appropriate period

of retention, being 12 months, with the exception of risk

managers, for which it is six months.

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Malus and clawback within the Bank

Employees who leave the employment of the Bank prior to the

vesting of deferred incentive awards will lose their deferred

bonus forfeitable shares other than as a result of retirement,

subject to the Bank’s normal good leaver provisions and

approval process in exceptional cases.

The deferred share and cash awards for MRTs are subject to

malus and clawback adjustments. The assessment of whether

any malus adjustment should be made to an individual’s

unvested awards will be undertaken in line with the IBP

Performance Adjustment Policy and within the following

framework:

• Where there is reasonable evidence of employee

misbehaviour

• Where the firm or business unit suffers a material failure of

risk management

• Other relevant events.

In these cases, management and the IBP Remuneration

Committee will take into account the following factors in

determining the extent (if any) to which the quantum of

deferred awards should be subject to clawback:

• The extent to which the individual had control over the

outcome

• Failure of internal control systems

• The impact of the risk profile of the relevant member of the

Bank or business unit

• Any violation of the Bank’s culture and values

• The long-term impact of the outcome on the Bank or relevant

business unit

• External factors including market conditions

• Any other relevant factors.

Specifically for short-term share awards, where profits which

were used to determine the original bonus are materially

reduced after the bonus determination, the awards will be

recalculated for such reduction and consideration will be given

to malus and/or clawback (if any) to the extent that the prior

period’s EVA pool is reduced and the extent to which it affected

each employee.

The deferred share awards of non-MRTs are subject to malus

adjustments.

Long-term incentive: share awards

The Bank has a number of share option and long-term share

incentive plans that are designed to align the interests of

employees with those of shareholder and long-term

organisational interests, and to build material share ownership

over the long term through share awards. These share option

and incentive plans are also used in appropriate circumstances

as a mechanism for retaining key talent.

Awards are made in the form of forfeitable share awards other

than for countries where the taxation of such awards is penal. In

these cases awards are made in the form of conditional awards

or market strike options.

In principle all employees are eligible for long-term incentives.

Awards are considered by the IBP Remuneration Committee

and made only in the 42-day period following the release of

Investec Group’s interim or final financial results in accordance

with the Investment Association Principles of Remuneration.

These awards comprise three elements, namely:

• ‘New starter’ awards may be awarded on a discretionary

basis to new starters and are generally linked to salary levels

• ‘General allocation’ awards are similar to new starter awards

and may be awarded on a discretionary basis to employees

who have not had any other share award for a number of

years

• ‘Top-up’ awards are made at the discretion of line

management primarily to ensure multi-year performance

and long-term value generation.

All proposed long-term incentive awards are recommended by

business unit management and approved by the DLC

Remuneration Committee and the IBP Remuneration Committee

before being awarded.

Forfeitable shares for non-MRTs are subject to one-third

vesting after approximately three, four and five years, which we

believe is appropriate for our business requirements. LTIP

awards to MRTs are subject to performance conditions and vest

over a period of two to four years, or three to seven years, as

determined by regulatory requirements. Such LTIP awards are

then subject to a 12-month retention period, with the exception

of risk managers, for which it is six months. The awards are

forfeited on termination, but ‘good leaver’ discretion is applied in

exceptional circumstances.

Retention is addressed through the long-term nature of awards

granted, which provides an element of ‘lock-in’ for employees

throughout the vesting period and allows for multi-year

contribution to performance and brand building.

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|  | For further information on the share option and long-  term share incentive plans in operation and in which  the directors are eligible to participate, refer to the  Investec Group’s 2025 Remuneration Report. |

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#### Other remuneration structures

Guaranteed variable remuneration

Guaranteed variable remuneration comprises all forms of

remuneration whose value can be determined prior to award.

This includes, but is not limited to sign-on, buy-out and

guaranteed awards. Guaranteed variable awards will not be

awarded, paid or provided to any individual within the Bank

unless they are:

• Exceptional

• In the context of hiring new staff

• Limited to the first year of service.

The IBP Remuneration Committee, or the Chair on behalf of the

Committee, is required to pre-approve individual remuneration

packages (including new joiner, retention and severance

remuneration) for the following:

• IBP executive directors, in consultation with the DLC

Remuneration Committee

• IBP PDMRs

• IBP Senior Managers as defined under the Senior Managers

and Certification Regime (SMCR).

All other forms of guaranteed remuneration above pre

determined thresholds are reported to the IBP and DLC

Remuneration Committees.

Retention awards

The Bank only pays retention awards to serving staff in

exceptional circumstances. In all such cases, the People &

Organisation and Reward functions shall review proposed

payments to ensure that they are in line with this policy and any

other relevant regulation. Additionally, for MRTs, the IBP

Remuneration Committee shall review and approve all proposed

awards. Circumstances where the Bank will consider making

retention awards include the case of a major restructuring of

the Group or any subsidiary or one of its business units (for

instance in the start-up of a new business line, or the closure of

a business line), or where the retention of individuals is essential

to the completion of the task. A valid business case for the

retention of the individual must be presented to the IBP

Remuneration Committee in order for a retention award to be

approved. It is required that the PRA be notified prior to a

retention award being made to an MRT, and their guidance

sought on the appropriateness of retention awards for certain

other individuals.

Severance awards

Severance payments for the early termination of a contract are

at executive management’s absolute discretion and must reflect

performance achieved over time and be designed in a way that

does not reward failure. Severance payments for MRTs in the

Bank are subject to all necessary regulatory requirements, and

approval by the IBP Remuneration Committee.

Other remuneration structures

On occasion, the Bank may utilise other remuneration structures

which are not mentioned above, in certain pre-agreed

circumstances such as are required by our clients or market

practice.

Discretionary extended pension benefits policy

Extended pension payments are very rarely made and any such

proposed payments to employees upon reaching retirement are

required to be reviewed and approved by the IBP Remuneration

Committee for alignment with appropriate laws, policy and

regulation.

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|  | Governance |

Compliance and governance statement

The IBP Remuneration Report and Investec Group Remuneration

Report comply with the provisions of Schedule 8 of the Large

and Medium-sized Companies and Groups (Accounts and

Reports) (Amendment) Regulations 2008 (as amended), the UK

Corporate Governance Code, the UK Companies Act 2006, the

Rules of the UK Listing Authority, the UK Financial Conduct

Authority rules, the PRA and FCA Remuneration Code and Pillar

3 disclosure requirements.

Scope of our remuneration policy

The Bank aims to apply remuneration policies to executive

directors and employees that are largely consistent across the

Bank, but recognises that certain parts of the Bank are

governed by local regulations that may contain more onerous

requirements in certain respects.

In those cases, the higher requirements are applied to that part

of the Bank. This is relevant to Investec Bank plc and its

subsidiary companies that are subject to the PRA Remuneration

Code (as a level 2 organisation as defined therein), and in

particular in relation to MRTs. Additionally, where any aspect of

our remuneration policy contravenes local laws or regulations,

the local laws or regulations shall prevail.

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Directors’ emoluments (audited)

![Audited_information.svg]()

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|  | 2025  £’000 | 2024  £’000 |
| Aggregated emoluments (excluding pension contributions) | 10 643 | 10 308 |
| Contributions to defined contribution scheme | 137 | 132 |
|  | 10 780 | 10 440 |
| Number of directors in defined contribution scheme | 4 | 4 |
| Number of directors in closed defined benefits scheme | — | — |

Included in aggregate director emoluments for the current year are performance awards to IBP executive directors. Performance

awards comprise £1,340,545 in up-front cash, £1,530,154 in up-front shares (vesting immediately and subject to 12 months’

retention thereafter), £271,500 in deferred cash (vesting equally over three to seven years, subject to regulatory requirements),

and £924,548 in deferred short-term share awards (vesting equally over three to seven years, subject to regulatory requirements).

Fani Titi was the highest paid director. Emoluments of the highest paid director were £4,322,384 (2024: £3,690,374) excluding

£32,307 of pension contribution to the defined contribution scheme, emoluments disclosed for Fani Titi is for services rendered as

the Executive Director of Investec Group. The performance awards of the highest paid director comprise £548,790 in up-front

cash, £738,399 in up-front shares (vesting immediately and subject to 12 months’ retention thereafter) and £280,783 in deferred

short-term share awards (vesting over four to seven years). The emoluments exclude long-term incentives with vesting subject to

achievement against future performance conditions.

All four executive directors exercised share options during the financial year, this includes Fani Titi as the highest paid director.

Fani Titi was granted shares in respect of qualifying services under a long-term incentive scheme. Please refer to the Investec

Group Remuneration Report for further details.

|  |  |
| --- | --- |
|  |  |
| Audited_information.svg | Key Management Personnel (audited) |

IAS 24 ‘Related party disclosures’ requires the following additional information for key management compensation.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Compensation of key management personnel | 2025  £’000 |  | 2024  £’000 |  |
| Short-term employee benefits | 17 368 |  | 22 556 |  |
| Other long-term employee benefits | 7 275 |  | 4 337 |  |
| Share-based payments | 2 828 |  | 3 859 |  |
| Total | 27 471 |  | 30 752 |  |

#### Shareholdings, options and other securities of key management personne

l

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025 |  | 2024 |  |
| Number of options held over Investec plc or Investec Limited ordinary shares under employee  share schemes | 7 775 |  | 10 089 |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025 |  | 2024 |  |
| Number of Investec plc or Investec Limited Ordinary shares held beneficially and non-beneficially | 2 071 |  | 3 748 |  |

For the purposes of the UK’s Disclosure and Transparency Rules, members of the Investec Group Executive Team have been

designated as Persons Discharging Managerial Responsibilities (PDMR). We have defined key management personnel as the

executive directors of Investec Bank plc plus those classified as PDMRs. The PDMRs are the Directors of Investec Bank plc and

Mark Currie (Investec Group Chief Risk Officer), Lesley-Anne Gatter (Investec Group Head of People & Organisation), Marc Kahn

(Investec Group Chief Strategy Officer), Abey Mokgwatsane (Investec Group Chief Marketing Officer), Cumesh Moodliar (Chief

Executive Investec Bank Limited), Nishlan Samujh (Investec Group Finance Director), Stuart Spencer (Investec Group Chief

Operations Officer) and Lyndon Subroyen (Investec Group Head of Digital & Technology).

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## Annual

## financial

## statements

IN THIS SECTION

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| [108](#i447e4d363cd344738300acdd42f0e3a0_3848290701184) | Independent auditor’s report to the members  of Investec Bank plc |
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| [119](#i447e4d363cd344738300acdd42f0e3a0_265) | Consolidated Income Statement |
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| [120](#i447e4d363cd344738300acdd42f0e3a0_268) | Consolidated Statement of Total Comprehensive Income |
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| [121](#i447e4d363cd344738300acdd42f0e3a0_271) | Balance Sheets |
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| [123](#i447e4d363cd344738300acdd42f0e3a0_274) | Cash Flow Statements |
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| [124](#i447e4d363cd344738300acdd42f0e3a0_277) | Statements of Changes in Equity |
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| [128](#i447e4d363cd344738300acdd42f0e3a0_280) | Accounting policies |
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| [143](#i447e4d363cd344738300acdd42f0e3a0_283) | Notes to the Financial Statements |
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| [248](#i447e4d363cd344738300acdd42f0e3a0_484) | Notes to risk and capital management |
|  |  |

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Our performance is a testament to the continued

execution of our strategy. This section contains

Investec Bank plc’s financial statements.

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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC | | | | | |

#### Report on the audit of the financial statements

#### Opinion

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| --- | --- | --- |
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|  | In our opinion:  • The financial statements of Investec Bank plc (the ‘Parent company’) and its subsidiaries (the ‘Group’) give a true and fair view  of the state of the Group’s and of the Parent company’s affairs as at 31 March 2025 and of the Group’s profit for the year then  ended;  • The Group financial statements have been properly prepared in accordance with United Kingdom adopted international  accounting standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB);  • The Parent company financial statements have been properly prepared in accordance with United Kingdom adopted  international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and  • The financial statements have been prepared in accordance with the requirements of the Companies Act 2006. |  |
|  |  |  |

We have audited the financial statements which comprise:

• The consolidated income statement;

•The consolidated statement of total comprehensive income;

•The Group and Parent company balance sheets;

•The Group and Parent company cash flow statements;

•The Group and Parent company statement of changes in equity;

•The material accounting policy information; and

•The related notes 1 to 69 excluding the risk and capital management disclosures in notes 59 to 69 marked as unaudited.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law,

United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the IASB. The financial

reporting framework that has been applied in the preparation of the Parent company financial statements is applicable law and

United Kingdom adopted international accounting standards and as applied in accordance with the provisions of the Companies

Act 2006.

#### Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements

section of our report.

We are independent of the Group and the Parent company in accordance with the ethical requirements that are relevant to our

audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to

listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The

non-audit services provided to the Group for the year are disclosed in note 7 to the financial statements. We confirm that we have

not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the Parent company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

#### Summary of our audit approach

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Key audit matters |  |  | The key audit matters that we identified in the current year were:  • Provision for expected credit losses (“ECL”) on loans and advances to customers  • Valuation of level 3 equity investments and associated unrealised income  • Provisions for regulatory and litigation matters  In addition to identifying similar key audit matters to the three above, two other key audit matters  were identified by the predecessor auditor and described in their audit report for the year ended 31  March 2024. In respect of these items:  • The gain on the combination of Investec Wealth & Investments Limited  • With Rathbones Group plc is not considered as a key audit matter in the current year, as this  related to the acquisition that occurred in the prior year.  • IT systems and controls impacting financial reporting is not considered to be a key audit matter as  it was not one of the areas which had the most significant impact on our overall audit strategy,  allocation of resources or direction of efforts of the engagement team.  Within this report, key audit matters are identified as follows:  Newly identified Newlyidentified.svg  Increased level of risk Increased_level_of_risk.svg  Similar level of risk  Decreased level of risk Decreased_level_of_risk.svg |  |
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|  | Materiality |  |  | The materiality that we used for the Group financial statements was £18 million which was  determined on the basis of 4% of profit before taxation. |  |
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|  | Scoping |  |  | Our audit work was performed on components which represented 99% of Group’s revenue, 99% of  the Group’s profit before taxation and 98% of the Group’s net assets. |  |
|  |  |  |  |  |  |

First year audit transition

This is the first year that we have been appointed as auditors to the Group. We undertook a number of transitional procedures to

prepare for the audit including establishing our independence from the Group. We used the time prior to commencing our audit to

meet with Group management and non-executive directors to gain an understanding of the business and the environment in which

it operates as well as the key priorities and challenges.

Once independent of the Group, we commenced our audit planning on 8 September 2023. From that date we attended all

Audit Committee meetings, initially in an observer capacity, and continued to meet regularly with Group management and

non-executive directors.

As part of the transition process, we reviewed the audit file for the 2023 year-end audit and shadowed meetings attended by the

former auditor to gain an understanding of the Group’s processes, their audit risk assessment, and the controls on which they relied

for the purposes of issuing their audit opinion. We also considered historical accounting policies and accounting judgements which

further informed our risk assessment.

We held regular meetings with audit partners and senior staff who are responsible for undertaking the audits in the most significant

divisions and components of the Group. The main purpose of these meetings was to outline our audit approach, including

discussing possible significant audit risks, and to brief our teams on the Group’s key processes, systems and structure.

110

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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

#### Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the Group’s and Parent company’s ability to continue to adopt the going concern

basis of accounting included:

• Obtaining an understanding of management’s process to arrive at their conclusion to prepare the financial statements on a going

concern basis;

•With the involvement of our regulatory specialists:

– Challenging the liquidity and capital adequacy and stress testing assumptions used by management, including consideration of

regulatory enquiries and observations, management actions and whether applied stresses were reasonable in the context of

the Group and Parent company’s operating environment;

– Assessing emerging operational, regulatory and market risks facing entities within the Group and the Parent company,

including the impact of volatility in global financial markets and management’s strategic initiatives;

• Evaluating the Group’s business model and operations;

• Assessing the key assumptions supporting the Group’s and Parent company’s latest budget forecasts;

• Assessing the historical accuracy of forecasts prepared by management; and

• Assessing the appropriateness of going concern disclosures made in the notes to the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group’s and Parent company’s ability to continue as a going concern

for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of

this report.

#### Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to

fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of

resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Provision for expected credit losses (ECL) on loans and advances to customers

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|  | Key audit  matter  description |  |  | The Group had loans and advances to customers subject to ECL amounting to £16,396 million (2024: £16,108  million) with a total ECL provision of £142 million (2024: £174 million) as at 31 March 2025, disclosed in note 26.  The estimation of ECL provisions in the Group’s loan portfolios is inherently uncertain and requires significant  judgements and estimates. We therefore consider this to be a key audit matter. The ECL is measured both  collectively by portfolio and individually for larger exposures in Stage 3.  The collective assessment of ECL requires the use of statistical models incorporating loss data and assumptions  on the recoverability of customers’ outstanding balances. These models use a number of significant judgements to  calculate a probability-weighted estimate by applying a probability of default (“PD”), exposure at default (“EAD”)  and a loss given default (“LGD”), taking account of collateral held or other loss mitigants, discounted using the  effective interest rate. Individually assessed provision for Stage 3 exposures include significant judgement,  including the valuation of collateral and recovery strategies.  We identified three specific areas in relation to ECL that require significant management judgement or relate to  assumptions to which the overall ECL provision is particularly sensitive.  i.     Significant increase in credit risk (“SICR”) for corporate loans: The assessment of whether there has been a  significant increase in credit risk for loans from the date of origination of the exposure to 31 March 2025  requires management judgement. There is a risk that management’s assessment of whether a SICR has  occurred is inaccurate or that the SICR criteria is incorrectly applied.  ii.    Macro-economic scenarios: As indicated in the “key management assumptions” on page 141, the Group  develops a range of forward-looking probability weighted macro-economic scenarios. Due to its inherent  nature, significant judgement is involved in determining the probability weighting of each scenario and the  assumptions and characteristics of each scenario applied.  iii.   The valuation of collateral and determination of other significant cash flows for individually assessed  corporate Stage 3 loans: Management either employs collateral valuation experts or applies their own  judgement to estimate the recoverability of collateral and other cash flows on a case-by-case basis for  individually assessed loans. The use of incorrect or inappropriate assumptions in estimating these recoveries  could lead to a material misstatement of the ECL. |  |

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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

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|  | Key audit  matter  description  continued |  |  | This key audit matter is discussed in the Audit Committee report on page 78. The financial statement  disclosures with respect to this key audit matter are contained in the following notes or reports:  • Accounting policies, “Impairment of financial assets held at amortised cost or FVOCI” and “Key management  assumptions”;  • Note 6, “Expected credit loss impairment charges”;  • Note 26, “Loans and advances to customers and other loans and advances”; and  • Note 59, “Credit and counterparty risk”. |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | How the  scope of  our audit  responded  to the key  audit matter |  |  | We performed the following audit procedures:  • Obtained a detailed understanding of the financial controls over the ECL provision, focusing on significant  management assumptions and judgements within the ECL calculation. This included a thorough review of  management’s data, methodologies, and assumptions used in the ECL models, and a critical assessment of  the model governance framework, encompassing controls over the implementation of new and changes to  existing ECL models;  • Tested the completeness and accuracy of data inputs used in the ECL models. This involved agreeing a  sample of data inputs to source information from internal systems and external data providers. Furthermore,  we independently recalculated ECL estimates, including PD, EAD, and LGD parameters, to validate  management’s assumptions and the appropriateness of judgements applied;  • Assessed the appropriateness of ECL-related disclosures for exposures in the financial statements for  compliance with IFRS 7 Financial Instruments: Disclosures. We also evaluated the consistency between the  credit risk disclosures and the ECL information tested during our audit procedures (including data, models,  estimates, and macro-economic forecasts); and  • Performed a comprehensive assessment of the overall reasonableness of the ECL provision and coverage  ratio (ECL provision to gross advances), considering the credit quality of the Group portfolios, risk profile,  and the impact of current economic conditions on the Group’s customers. This included a detailed analysis at  both an overall and stage-specific level. Where available, we supplemented this assessment with peer  benchmarking to evaluate staging and provision coverage levels.  To challenge the Group’s SICR assessment, we:  • Supported by our credit specialists, evaluated the Group’s SICR policy and assessed whether it complies  with IFRS 9 Financial Instruments (“IFRS 9”);  • On a sample basis, tested the completeness and accuracy of the data used in applying the quantitative and  qualitative criteria in the SICR assessment to assess whether loans were assigned to the correct stage; and  • Performed an independent assessment for a sample of loans in Stage 1 and 2, focusing on higher risk  borrowers and borrowers where a stage override had been applied, to determine whether they were  appropriately recorded in the correct stage  To challenge the Group’s macro-economic scenarios and the probability weightings applied, we:  • Supported by our economic specialists, challenged the appropriateness of the macro-economic scenarios  and the weightings assigned to them. We assessed the selection of economic variables and forecasts under  the scenarios in light of the current economic environment as at 31 March 2025; and  • Supported by our credit specialists, assessed methodology and implementation of the models used to  translate the economic scenarios and forecasts into expected credit losses, using a combination of recoding  and reperformance.  To challenge the Group’s assessment of collateral valuation and other significant cash flows for individually  assessed loans, we:  • Supported by our property valuation specialists and fair value specialists, tested a sample of collateral  valuations for individually assessed loans by reference to available market data;  • Evaluated the appropriateness of recovery strategies identified;  • Challenged the assumptions relating to the timing of cash flows resulting from the sale of collateral, debt  settlement agreements or refinance agreements; and  • Independently recalculated the ECL provision. |  |
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|  | Key  observations |  |  | Based on our audit procedures performed as detailed above, we concluded that the ECL provisions on loans  and advances to customers are reasonable and recognised in accordance with the requirements of IFRS 9. |  |
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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

Valuation of level 3 equity investments and associated unrealised income

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|  | Key audit matter  description |  |  | Financial instruments are classified as Level 1, 2 or 3 in accordance with IFRS 13 Fair Value Measurement  (“IFRS 13”). As indicated in the “key management assumptions” on page 141, Level 3 measurements,  particularly for complex and illiquid instruments (including unlisted investments), require significant  judgement and utilise valuation techniques that are inherently subjective. The economic outlook  introduces uncertainty into these estimations. Key inputs are based on the most relevant observable  market data, adjusted for specific investment, sector, and market factors.  At 31 March 2025, the fair value of the investment portfolio totalled £212 million (2024: £244 million),  including Level 3 assets of £210 million (2024: £243 million).  These Level 3 investments require significant management judgement, specifically unlisted equity investments  which lack observable market information, making fair value determination challenging.  The valuation of the above assets and the associated unrealised income have been determined to be a key  audit matter in the current year audit as a result of the significant judgement applied and estimation uncertainty  involved in the valuation, and the consequent elevation in the risk of material misstatement.  In estimating the valuation of these assets, management of the Group has exercised their judgement and  applied assumptions in the following areas:  • Valuation techniques: Fair value measurements utilise a range of techniques, including discounted cash  flow analysis, price-earnings multiples, net asset value calculations and complex valuation models. These  techniques are applied to various assets, such as illiquid investments in unquoted private companies. The  selection of appropriate techniques and the inherent subjectivity of inputs (e.g., discount rates, growth  rates, earnings multiples) introduce significant estimation uncertainty;  • Liquidity and market observability: Limited market data and low liquidity necessitate significant  management judgement in determining appropriate valuation inputs. These inputs include yield curves,  discount rates, volatility estimates, sector-specific factors, expected cash flows, and future earnings  projections. The uncertainty inherent in these estimations significantly impacts the overall fair value  measurement.  This key audit matter is discussed in the Audit Committee report on page 78. The financial statement  disclosures with respect to this key audit matter are contained in the following notes:  • Accounting policies, “Financial Instruments” and “Key management assumptions”; and  • Note 14, “Fair value hierarchy”. |  |
|  |  |  |  |  |  |
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|  | How the scope  of our audit  responded to  the key audit  matter |  |  | To challenge the Group’s valuations of Level 3 equity instruments, we performed the following audit  procedures:  • Obtained an understanding of the relevant financial controls over the valuation process;  • Engaged technical accounting specialists to assess the appropriateness of the accounting treatment and  classification of certain idiosyncratic financial instruments; and  • Engaged our valuation specialists to determine an independent valuation range for certain complex  instruments and compare it to management’s valuation.  We have performed specific procedures in relation to the following areas:  Valuation techniques:  • For a sample of investments, we challenged the appropriateness of the valuation methodology, with  involvement of our valuation specialists, by performing independent revaluations and comparing the  results to management’s output; and  • For a sample of investments, we assessed the reasonableness of the key inputs including cash flows,  discount rates, and other significant inputs used in discounted cash flow valuations, referencing relevant  industry and market data and comparing them to management’s inputs.  Limited market observability or liquidity:  • For a sample of investments, we compared unobservable inputs used in valuations to alternative data/  input sources. The approach was tailored to the most appropriate method for each asset; and  • With the involvement of our valuation specialist, we independently determined valuations for a sample of  equity investments, considering independently determined risk factors to establish a range of acceptable  fair values. These were compared to management’s valuations.  We assessed the appropriateness of the financial statement disclosures in accordance with IFRS 13. |  |
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|  | Key  observations |  |  | Based on our audit procedures performed as detailed above, we concluded that the valuation of Level 3  equity investments and associated unrealised income is reasonable and in accordance with IFRS 13. |  |
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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

Provision for regulatory and litigation matters

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|  | Key audit matter  description |  |  | The Group operates in a regulated environment, inherently facing risks related to litigation, regulatory  investigations, and customer remediation. Determining these provisions requires significant judgement  under IAS 37, Provisions, Contingent Liabilities and Contingent Assets. Management’s estimate of potential  outflows of resources embodying economic benefits is inherently subjective and uncertain. This uncertainty  is amplified by the evolving nature of these matters. Therefore, the estimation of the valuation of these  provisions constitutes a key audit matter.  Motor commission review:  As at 31 March 2025, the Group has recognised a £30 million (2024: £30 million) provision for motor  finance commission arrangements. The uncertainty regarding this matter was amplified by the recent Court  of Appeal decisions on motor finance commission arrangements, a pending Supreme Court appeal, and an  ongoing Financial Conduct Authority (‘FCA’) review.  Historical German dividend tax arbitrage transactions:  The Group also holds a provision that reflects the estimate of financial outflows that could arise as a result  of investigations concerning historical German dividend tax arbitrage transactions. The Group’s historical  involvement in German dividend tax arbitrage transactions (cum-ex) continues to pose a significant risk.  Ongoing investigations by the Cologne Public Prosecutor and the German Federal Tax Office create  uncertainty around the ultimate financial impact, potentially affecting provisions and disclosures in the  financial statements. While the Group is cooperating with authorities, the ongoing investigations and  potential for civil litigation create significant uncertainty.  This key audit matter is discussed in the Audit Committee report on page 79. The financial statement  disclosures with respect to this key audit matter are contained in the following notes:  • Accounting policies and “Key management assumptions”; and  • Note 47, “Contingent liabilities, legal matters and provisions”. |  |
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|  | How the scope  of our audit  responded to  the key audit  matter |  |  | Specifically in respect of the motor commission review , we:  • Obtained an understanding of the Group’s governance controls that operate over the selection of  assumptions and approval of the value of the provision;  • Assessed whether the methodology, data and significant assumptions used in the valuation of the  provision are appropriate in the context of the applicable financial reporting framework;  • Tested the mathematical accuracy of the model including the completeness and accuracy of data used in  the model;  • Inspected information available for the historical complaints, both supportive and contradictory, the view  of independent analysts and the decisions made by the courts;  • Reviewed correspondence with external legal counsel to support the probability weightings applied;  • Examined the sensitivity of the reported provision to a range of plausible input assumptions; and  • Evaluated whether the disclosures made in the financial statements appropriately reflect the facts and  key sources of estimation uncertainty.  Specifically in respect of the historical German dividend tax arbitrage transactions matter, we:  • Tested the Group’s controls over the review of the appropriateness of  • Judgements used to determine a best estimate;  • Evaluated and challenged management's scenarios and assumptions underpinning the dividend arbitrage  provision, verifying these with external legal counsel;  • Reviewed regulatory correspondence with the Cologne Public Prosecutor and the Federal Tax Office; and  • Inspected correspondence and made direct inquiry with the Group’s internal and external legal counsel |  |
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|  | Key  observations |  |  | While there is significant judgement required in estimating the timing and value of any settlement that may  be required for the historical German dividend tax arbitrage transactions and motor commission review,  we are satisfied that the approach to the recognition, estimation and disclosures of these provisions is  consistent with the requirements of IFRS Accounting Standards. |  |
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|  |  |  |  |  |  |
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| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

#### Our application of materiality

Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of

our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  | Group financial statements |  |  | Parent company financial statements |  |
|  |  |  |  |  |  |  |  |  |
|  | Materiality |  |  | £18.0 million (2024: £22.3 million as determined  by the predecessor auditor) |  |  | £16.0 million (2024: £13.1 million as determined  by the predecessor auditor) |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Basis for determining  materiality |  |  | 4.0% of profit before taxation  The predecessor auditor used 5% of operating  profit before impairment of goodwill and  amortisation of acquired intangibles and  strategic actions. |  |  | 4.8% of profit before taxation  The predecessor auditor used 0.5% of  distributable equity. |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Rationale for the  benchmark applied |  |  | Profit before taxation is a key performance  indicator for management and shareholders to  assess profitability and performance of the  Group. |  |  | Profit before taxation is a key performance  indicator for management and shareholders to  assess profitability and performance of the  Parent company. |  |
|  |  |  |  |  |  |  |  |  |

Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and

undetected misstatements exceed the materiality for the financial statements as a whole.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  | Group financial statements |  |  | Parent company financial statements |  |
|  |  |  |  |  |  |  |  |  |
|  | Performance  materiality |  |  | 65% (2024: 50% as used by the predecessor  auditor) of Group materiality |  |  | 65% (2024: 50% as used by the predecessor  auditor) of parent company materiality |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Basis and rationale for  determining  performance  materiality |  |  | In determining performance materiality, we considered the following factors:  a.   The quality of the control environment and whether we were able to rely on controls, as  described in Section 7.2; and  b.    The results of the previous years’ audits performed by EY, including the nature, value and  quantum of misstatements (corrected and uncorrected) identified in the previous audit and our  expectation of the likelihood of misstatements recurring in the current period. | | | |  |
|  |  |  |  |  |  |  |  |  |

Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.9 million (2024:

£1.1 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also

report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial

statements.

115

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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

#### An overview of the scope of our audit

Identification and scoping of components

Our audit was scoped by obtaining an understanding of the Group and its environment and assessing the risks of material

misstatement at the Group level. We structured our approach to the audit to reflect how the Group is organised so that our audit

was both effective and risk focused.

We selected components at which audit work needed to be performed in order to provide an appropriate basis for undertaking

audit work to address the risks of material misstatement of the combined consolidated financial statements. For the purposes of

our audit scope, we defined a component as a single reporting unit for which management prepares a reporting package within the

group consolidation.

Due to the centralised nature of the business, which includes central management of financial reporting for components, a

significant portion of our testing was performed centrally by the Group audit team in the UK.

Our Group audit scoping identified specific classes of transactions and account balances relating to two components. Where we

identified that certain processes, controls and other financial reporting activities were not centrally managed and were instead

performed locally, we instructed our component auditors in the UK and Switzerland to perform audit work over these specific

classes of transactions and account balances. Audit procedures for all other classes of transactions and account balances

determined to be within the scope of the Group audit were performed by the Group auditor. These procedures were performed

using component performance materialities ranging from £1.1 million to £9.1 million which are set at a different level to the Group

and statutory performance materialities as set out in section 6.2.

Our audit work was performed on components which represented 99% of Group’s revenue, 99% of the Group’s profit before

taxation and 98% of the Group’s net assets. In addition, we carried out reviews at a Group level to confirm our conclusion that there

were no significant risks of material misstatement of the aggregated financial information of the remaining components not subject

to audit.

Revenue

![3848290763887]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Audit of entire financial information | 82% |
|  | Audit of specific account balance | 17% |
|  | Review at Group level | 6% |

Profit before tax

![6502]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Audit of entire financial information | 84% |
|  | Audit of specific account balance | 15% |
|  | Review at Group level | 1% |

Net assets

![6533]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Audit of entire financial information | 92% |
|  | Audit of specific account balance | 6% |
|  | Review at Group level | 2% |

Our consideration of the control environment

The Group relies on several key IT systems and applications for accurate and complete financial transaction recording. These

systems, integral to the financial reporting process, include the main financial reporting, trading, deposit, and treasury systems.

These systems support various key business cycles, including (but not limited to) revenue recognition, loan initiation and

disbursement, deposits, derivative valuation and hedge accounting and journal entry processing. IT specialists within the Group

audit team obtained an understanding of IT controls managed centrally at the Group or divisional level.

With involvement of our IT specialists, we tested the general IT controls (GITCs), including those related to access management

and change management. We also tested relevant IT application controls, focusing on the key systems mentioned above.

We planned to rely on IT controls and business controls for the key business cycles. However, due to identified IT control

deficiencies related to application user access management and privileged access accounts, we could not rely on controls for

certain customer deposits portfolio and for the derivative valuation and hedge accounting processes. Consequently, we adopted a

fully substantive approach for these areas. For all other areas, we were able to rely on controls as planned.

The deficiencies identified above have been reported to the Audit Committee as part of the 31 March 2025 year-end audit and

management is working on a remediation plan as disclosed in the Audit Committee report on page 81. All other deficiencies were

communicated to management.

116

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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

Our consideration of climate-related risks

In planning our audit, we considered the potential impact of

climate change on the Group’s business and its financial

statements. The Group continues to develop its assessment of

and response to the potential impacts of environmental, social

and governance (“ESG”) related risks, including climate change,

as outlined in the Sustainability Report and climate related

financial disclosures. We held discussions with management to

understand the process for identifying climate-related risks, the

consideration of mitigating actions and the impact on the

Group’s financial statements which can be found in the Climate-

related financial disclosures aligned to the Taskforce on

Climate-related Financial Disclosure (“TCFD”) requirements on

pages 321 to 330.

Management do not expect any material climate change related

financial impact on their business, as disclosed on page 141 to

the financial statements. We performed our own qualitative risk

assessment of the potential impact of climate change on the

Group’s account balances and classes of transactions based on

our understanding of the nature of the Group’s underlying

operations.

We read the climate-related disclosures included in the

Investec Annual Report 2025 and considered whether they are

materially consistent with the financial statements and our

knowledge obtained in the audit.

Working with other auditors

Detailed audit instructions were sent to the component auditors

in UK and Switzerland. These instructions identified the relevant

risks of material misstatement for significant account balances,

classes of transactions and disclosures, including those that

were identified as significant risks. The instructions also set out

certain audit procedures to be performed and the information to

be reported back to the Group audit team, and other matters

relevant to the audit.

In addition, the Group audit team was involved in the audit work

performed by component auditors through a combination of:

regular interaction with component teams during the year using

video conferencing tools, including planning and closing calls;

onsite visits by the Group engagement partner and other team

members to components in UK and Switzerland; and review of

related component inter-office reporting, their audit files and

findings from their work.

#### Other information

The other information comprises the information included in the

annual report other than the financial statements and our

auditor’s report thereon. The directors are responsible for the

other information contained within the annual report.

Our opinion on the financial statements does not cover the

other information and, except to the extent otherwise explicitly

stated in our report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information and, in doing

so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge

obtained in the course of the audit, or otherwise appears to be

materially misstated.

If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this gives

rise to a material misstatement in the financial statements

themselves. If, based on the work we have performed, we

conclude that there is a material misstatement of this other

information, we are required to report that fact.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | We have nothing to report in this regard. |  |
|  |  |  |

#### Responsibilities of directors

As explained more fully in the directors’ responsibilities

statement, the directors are responsible for the preparation of

the financial statements and for being satisfied that they give a

true and fair view, and for such internal control as the directors

determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether

due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the Group’s and the Parent company’s

ability to continue as a going concern, disclosing as applicable,

matters related to going concern and using the going concern

basis of accounting unless the directors either intend to

liquidate the Group or the Parent company or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of

#### the financial statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of

users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the

financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms

part of our auditor’s report.

Extent to which the audit was considered

capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The

extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below.

117

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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

Identifying and assessing potential risks related to

irregularities

In identifying and assessing risks of material misstatement in

respect of irregularities, including fraud and non- compliance

with laws and regulations, we considered the following:

• The nature of the industry and sector, control environment

and business performance including the design of the

Group’s remuneration policies, key drivers for directors’

remuneration, bonus levels and performance targets;

• the Group’s own assessment of the risks that irregularities

may occur either as a result of fraud or error;

• Results of our enquiries of management, internal audit,

members of the legal, risk and compliance functions, the

directors and the audit committee about their own

identification and assessment of the risks of irregularities,

including those that are specific to the Group’s sector;

• Any matters we identified having obtained and reviewed the

Group’s documentation of their policies and procedures

relating to:

– Identifying, evaluating and complying with laws and

regulations and whether they were aware of any instances

of non-compliance;

– Detecting and responding to the risks of fraud and whether

they have knowledge of any actual, suspected or alleged

fraud;

– The internal controls established to mitigate risks of fraud

or non-compliance with laws and regulations;

• The matters discussed among the audit engagement team

including component audit teams and relevant internal

specialists, including tax, credit, valuations, IT, regulatory and

industry specialists regarding how and where fraud might

occur in the financial statements and any potential indicators

of fraud.

As a result of these procedures, we considered the

opportunities and incentives that may exist within the

organisation for fraud and identified the greatest potential for

fraud in the judgements and estimates used to determine the

calculation of expected credit losses and the valuation of Level

3 equity investments and the associated unrealised income. In

common with all audits under ISAs (UK), we are also required to

perform specific procedures to respond to the risk of

management override.

We also obtained an understanding of the legal and regulatory

frameworks that the Group operates in, focusing on provisions

of those laws and regulations that had a direct effect on the

determination of material amounts and disclosures in the

financial statements. The key laws and regulations we

considered in this context included the UK Companies Act, as

well as those laws and regulations prevailing in each country in

which components were subject to audit procedures, including

taxation legislation.

In addition, we considered provisions of other laws and

regulations that do not have a direct effect on the financial

statements but compliance with which may be fundamental to

the Group’s ability to operate or to avoid a material penalty.

These included regulations and supervisory requirements of the

Prudential Regulatory Authority, Financial Reporting Council and

Financial Conduct Authority regulatory requirements.

Audit response to risks identified

As a result of performing the above, we identified the provision

for expected credit losses on loans and advances to customers

and the valuation of level 3 investments and associated

unrealised income as key audit matters related to the potential

risk of fraud. The key audit matters section of our report

explains the matters in more detail and also describes the

specific procedures we performed in response to those key

audit matters.

In addition to the above, our procedures to respond to risks

identified included the following:

• Reviewing the financial statement disclosures and testing to

supporting documentation to assess compliance with

provisions of relevant laws and regulations described as

having a direct effect on the financial statements;

• Enquiring of management, the audit committee and in-house

and external legal counsel concerning actual and potential

litigation and claims;

• performing analytical procedures to identify any unusual or

unexpected relationships that may indicate risks of material

misstatement due to fraud;

• Reading minutes of meetings of those charged with

governance, reviewing internal audit reports and reviewing

correspondence with regulatory bodies such as the, PRA,

FCA and HMRC; and

• In addressing the risk of fraud through management override

of controls, testing the appropriateness of journal entries and

other adjustments; assessing whether the judgements made

in making accounting estimates are indicative of a potential

bias; and evaluating the business rationale of any significant

transactions that are unusual or outside the normal course of

business.

We also communicated relevant identified laws and regulations

and potential fraud risks to all engagement team members

including internal specialists and component audit teams, and

remained alert to any indications of fraud or non-compliance

with laws and regulations throughout the audit.

118

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| INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INVESTEC BANK PLC  CONTINUED | | | | | |

#### Report on other legal and regulatory requirements

Opinions on other matters prescribed by

the Companies Act 2006

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | In our opinion, based on the work undertaken in the course  of the audit:  • The information given in the strategic report and the  directors’ report for the financial year for which the  • Financial statements are prepared is consistent with the  financial statements; and  • The strategic report and the directors’ report have been  prepared in accordance with applicable legal  requirements.  In the light of the knowledge and understanding of the Group  and the parent company and their environment obtained in  the course of the audit, we have not identified any material  misstatements in the strategic report or the directors’ report. |  |
|  |  |  |

Matters on which we are required to

report by exception

Adequacy of explanations received and

accounting records

Under the Companies Act 2006 we are required to report to you

if, in our opinion:

• We have not received all the information and explanations we

require for our audit; or

• Adequate accounting records have not been kept by the

parent company, or returns adequate for our audit have not

been received from branches not visited by us; or

• The parent company financial statements are not in

agreement with the accounting records and returns.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | We have nothing to report in respect of these matters. |  |
|  |  |  |

Directors’ remuneration

Under the Companies Act 2006 we are also required to report if

in our opinion certain disclosures of directors’ remuneration

have not been made.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | We have nothing to report in respect of this matter. |  |
|  |  |  |

Other matters which we are required to

#### address

Auditor tenure

Following the recommendation of the audit committee, we were

appointed by the Company at its annual general meeting on 8

August 2024 to audit the financial statements for the year

ending 31 March 2025 and subsequent financial periods. The

period of total uninterrupted engagement including previous

renewals and reappointments of the firm is accordingly one

year.

Consistency of the audit report with the additional

report to the audit committee

Our audit opinion is consistent with the additional report to the

audit committee we are required to provide in accordance with

ISAs (UK).

#### Use of our report

This report is made solely to the company’s members, as a

body, in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. Our audit work has been undertaken so that we might

state to the company’s members those matters we are required

to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the company and

the company’s members as a body, for our audit work, for this

report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure

Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R,

these financial statements will form part of the Electronic

Format Annual Financial Report filed on the National Storage

Mechanism of the FCA in accordance with DTR 4.1.15R – DTR

4.1.18R.

This auditor’s report provides no assurance over whether the

Electronic Format Annual Financial Report has been prepared in

compliance with DTR 4.1.15R – DTR 4.1.18R. We have been

engaged to provide assurance on whether the Electronic

Format Annual Financial Report has been prepared in

compliance with DTR 4.1.15R – DTR 4.1.18R and will publicly

report separately to the members on this.

![Tom Miller.jpg]()

#### Tom Millar

, FCA (Senior statutory auditor)

For and on behalf of Deloitte LLP Statutory Auditor

London, United Kingdom

19 June 2025

119

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| --- | --- | --- | --- | --- | --- |
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| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CONSOLIDATED INCOME STATEMENT | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| For the year to 31 March |  |  | 2025 |  | 2024^ |  |
| £’000 | Notes |  |  |  |
| Interest income | 2 |  | 1 979 851 |  | 1 933 984 |  |
| Interest income calculated using effective interest rate method |  |  | 1 888 110 |  | 1 840 589 |  |
| Other interest income |  |  | 91 741 |  | 93 395 |  |
| Interest expense | 2 |  | (1 189 390) |  | (1 105 027) |  |
| Net interest income |  |  | 790 461 |  | 828 957 |  |
| Fee and commission income | 3 |  | 194 340 |  | 178 770 |  |
| Fee and commission expense | 3 |  | (13 864) |  | (16 381) |  |
| Investment income | 4 |  | 41 811 |  | 2 625 |  |
| Share of post-taxation profit of associates and joint venture holdings | 28 |  | 38 081 |  | 9 032 |  |
| Profit before amortisation and integration costs |  |  | 72 380 |  | 31 287 |  |
| Amortisation of acquired intangibles |  |  | (6 312) |  | (12 624) |  |
| Acquisition related and integration costs of associate |  |  | (27 987) |  | (9 631) |  |
| Trading income/(loss) arising from |  |  |  |  |  |  |
| – customer flow\* |  |  | 85 542 |  | 103 158 |  |
| – balance sheet management and other trading activities |  |  | 14 248 |  | 27 119 |  |
| Other operating income | 5 |  | 6 676 |  | 2 915 |  |
| Operating income |  |  | 1 157 295 |  | 1 136 195 |  |
| Expected credit loss impairment charges | 6 |  | (97 040) |  | (85 997) |  |
| Operating income after expected credit loss impairment charges |  |  | 1 060 255 |  | 1 050 198 |  |
| Operating costs | 7 |  | (597 719) |  | (626 732) |  |
| Amortisation of acquired intangibles | 33 |  | — |  | (940) |  |
| Closure and rundown of the Hong Kong direct investments business |  |  | 319 |  | (784) |  |
| Financial impact of strategic actions |  |  | (16 007) |  | — |  |
| Profit before taxation |  |  | 446 848 |  | 421 742 |  |
| Taxation on operating profit before acquired intangibles and strategic actions | 10 |  | (80 222) |  | (96 956) |  |
| Taxation on acquired intangibles and strategic actions | 10 |  | (195) |  | 427 |  |
| Profit after taxation from continuing operations |  |  | 366 431 |  | 325 213 |  |
| Profit after taxation from discontinued operations | 34 |  | — |  | 395 600 |  |
| Profit after taxation |  |  | 366 431 |  | 720 813 |  |
| Profit attributable to non-controlling interests |  |  | (12) |  | (1 204) |  |
| Earnings attributable to shareholder |  |  | 366 419 |  | 719 609 |  |

^Restated as detailed in note 57.

\*Included within Trading income/(loss) arising from customer flow is income of £93.8 million  ( 31 March 2024 : £105.1 million) and interest expense of  £8.3 million

( 31 March 2024 : £ 1.9 million).

120

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|  |  |  |  |  |  |
| CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| For the year to 31 March |  |  | 2025 |  | 2024 |  |
| £’000 | Notes |  |  |  |
|  |  |  |  |  |  |  |
| Profit after taxation from continuing operations |  |  | 366 431 |  | 325 213 |  |
| Other comprehensive income/(loss) from continuing operations: |  |  |  |  |  |  |
| Items that may be reclassified to the income statement: |  |  |  |  |  |  |
| Fair value movements on cash flow hedges taken directly to other comprehensive income\* |  |  | (11 259) |  | (9 971) |  |
| Gains on realisation of debt instruments at FVOCI recycled through the income statement\* |  |  | (166) |  | (817) |  |
| Fair value movements on debt instruments at FVOCI taken directly to other  comprehensive income\* |  |  | (6 120) |  | 6 078 |  |
| Foreign currency adjustments on translating foreign operations |  |  | (4 305) |  | (3 601) |  |
| Items that will not be reclassified to the income statement: |  |  |  |  |  |  |
| Share of other comprehensive income of associates and joint venture holdings |  |  | (3 803) |  | 257 |  |
| Total comprehensive income from continuing operations |  |  | 340 778 |  | 317 159 |  |
| Total comprehensive loss attributable to non-controlling interests |  |  | 12 |  | 1 183 |  |
| Total comprehensive income attributable to ordinary shareholder |  |  | 302 410 |  | 295 338 |  |
| Total comprehensive income attributable to Additional Tier 1 securities |  |  | 38 356 |  | 20 638 |  |
| Total comprehensive income |  |  | 340 778 |  | 317 159 |  |
|  |  |  |  |  |  |  |
| Profit after taxation from discontinued operations |  |  | — |  | 395 600 |  |
| Total comprehensive income from discontinued operations |  |  | — |  | 395 600 |  |
| Total comprehensive income attributable to non-controlling interests  from discontinued operations |  |  | — |  | — |  |
| Total comprehensive income attributable to ordinary shareholders  from discontinued operations |  |  | — |  | 395 600 |  |
| Total comprehensive income from discontinued operations |  |  | — |  | 395 600 |  |
|  |  |  |  |  |  |  |
| Profit after taxation |  |  | 366 431 |  | 720 813 |  |
| Other comprehensive income/(loss): |  |  |  |  |  |  |
| Items that may be reclassified to the income statement: |  |  |  |  |  |  |
| Fair value movements on cash flow hedges taken directly to other comprehensive income\* |  |  | (11 259) |  | (9 971) |  |
| Gains on realisation of debt instruments at FVOCI recycled through the income statement\* | 10 |  | (166) |  | (817) |  |
| Fair value movements on debt instruments at FVOCI taken directly to other  comprehensive income\* | 10 |  | (6 120) |  | 6 078 |  |
| Foreign currency adjustments on translating foreign operations |  |  | (4 305) |  | (3 601) |  |
| Items that will not be reclassified to the income statement: |  |  |  |  |  |  |
| Share of other comprehensive income of associates and joint venture holdings |  |  | (3 803) |  | 257 |  |
| Total comprehensive income |  |  | 340 778 |  | 712 759 |  |
| Total comprehensive loss attributable to non-controlling interests |  |  | 12 |  | 1 183 |  |
| Total comprehensive income attributable to ordinary shareholders |  |  | 302 410 |  | 690 938 |  |
| Total comprehensive income attributable to Additional Tier 1 securities |  |  | 38 356 |  | 20 638 |  |
|  |  |  |  |  |  |  |
| Total comprehensive income |  |  | 340 778 |  | 712 759 |  |
|  |  |  |  |  |  |  |

\*Net of  £7.0 million  tax credit ( 31 March 2024: £ 8.8 million tax charge).

121

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| BALANCE SHEETS | | | | | |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | Group | | | | |  |
|  |  | 31 March 2025 |  | 31 March 2024^ |  | 1 April 2023^ |  |
| £’000 | Notes |  |  |  |
| Assets |  |  |  |  |  |  |  |
| Cash and balances at central banks | 17 | 4 191 750 |  | 5 661 623 |  | 5 400 401 |  |
| Loans and advances to banks | 18 | 859 802 |  | 676 001 |  | 892 791 |  |
| Reverse repurchase agreements and cash collateral on securities borrowed | 19 | 1 640 765 |  | 1 140 115 |  | 1 338 699 |  |
| Sovereign debt securities | 20 | 2 524 702 |  | 1 928 134 |  | 1 221 744 |  |
| Bank debt securities | 21 | 324 179 |  | 297 255 |  | 204 691 |  |
| Other debt securities | 22 | 770 722 |  | 708 285 |  | 697 275 |  |
| Derivative financial instruments | 23 | 325 886 |  | 432 395 |  | 640 604 |  |
| Securities arising from trading activities | 24 | 149 912 |  | 157 332 |  | 127 537 |  |
| Loans and advances to customers | 26 | 16 813 723 |  | 16 570 313 |  | 15 567 809 |  |
| Other loans and advances | 26 | 162 882 |  | 145 545 |  | 172 087 |  |
| Other securitised assets | 27 | — |  | 66 702 |  | 78 231 |  |
| Investment portfolio | 25 | 211 753 |  | 244 140 |  | 311 618 |  |
| Interests in associated undertakings and joint venture holdings | 28 | 832 141 |  | 791 272 |  | 10 851 |  |
| Current taxation assets |  | 7 016 |  | 13 254 |  | 9 890 |  |
| Deferred taxation assets | 29 | 120 918 |  | 119 730 |  | 111 513 |  |
| Other assets | 30 | 677 318 |  | 750 347 |  | 980 388 |  |
| Property and equipment | 31 | 58 940 |  | 72 947 |  | 121 014 |  |
| Goodwill | 32 | 56 934 |  | 58 082 |  | 249 503 |  |
| Software | 33 | 4 742 |  | 4 571 |  | 9 415 |  |
| Other acquired intangible assets | 33 | — |  | — |  | 43 887 |  |
|  |  | 29 734 085 |  | 29 838 043 |  | 28 189 948 |  |
| Liabilities |  |  |  |  |  |  |  |
| Deposits by banks |  | 1 477 568 |  | 2 174 305 |  | 2 172 170 |  |
| Derivative financial instruments | 23 | 274 791 |  | 409 255 |  | 645 866 |  |
| Other trading liabilities | 35 | 16 242 |  | 18 449 |  | 28 184 |  |
| Repurchase agreements and cash collateral on securities lent | 19 | 178 202 |  | 85 091 |  | 139 529 |  |
| Customer accounts (deposits) | 36 | 21 555 444 |  | 20 851 216 |  | 19 251 399 |  |
| Debt securities in issue | 37 | 974 371 |  | 956 887 |  | 1 140 879 |  |
| Liabilities arising on securitisation of other assets | 27 | — |  | 71 751 |  | 81 609 |  |
| Current taxation liabilities |  | 9 023 |  | 8 624 |  | 4 813 |  |
| Other liabilities | 38 | 893 546 |  | 987 437 |  | 1 204 562 |  |
|  |  | 25 379 187 |  | 25 563 015 |  | 24 669 011 |  |
| Subordinated liabilities | 39 | 682 218 |  | 668 810 |  | 731 483 |  |
|  |  | 26 061 405 |  | 26 231 825 |  | 25 400 494 |  |
| Equity |  |  |  |  |  |  |  |
| Ordinary share capital | 40 | 1 280 550 |  | 1 280 550 |  | 1 280 550 |  |
| Share premium |  | 199 538 |  | 199 538 |  | 199 538 |  |
| Capital reserve |  | — |  | 11 274 |  | 153 177 |  |
| Other reserves |  | 4 674 |  | 26 524 |  | 34 814 |  |
| Retained income |  | 1 836 722 |  | 1 627 373 |  | 870 424 |  |
| Shareholder’s equity excluding non-controlling interests |  | 3 321 484 |  | 3 145 259 |  | 2 538 503 |  |
| Additional Tier 1 securities in issue | 42 | 350 000 |  | 458 108 |  | 250 000 |  |
| Non-controlling interests in partially held subsidiaries | 43 | 1 196 |  | 2 851 |  | 951 |  |
| Total equity |  | 3 672 680 |  | 3 606 218 |  | 2 789 454 |  |
| Total liabilities and equity |  | 29 734 085 |  | 29 838 043 |  | 28 189 948 |  |

^Restated as detailed in note 57.

Included in Loans and advances to banks £48 million (31 March 2024: £19 million); Sovereign debt securities £178 million (31 March 2024: £28 million);

Bank debt securities £15 million (31 March 2024: £39 million); Securities arising from trading activities £9 million (31 March 2024: £19 million) and Other

loans and advances £0.5 million (31 March 2024: £3 million) are assets provided as collateral where the transferee has the right to resell or repledge.

#### Ruth Leas

Chief Executive

19 June 2025

122

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| BALANCE SHEETS  CONTINUED | | | | | |

As at  31 March 2025

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | Company | | |  |
|  |  |  | 2025 |  | 2024 |  |
| £’000 | Notes |  |  |  |
| Assets |  |  |  |  |  |  |
| Cash and balances at central banks | 17 |  | 4 175 092 |  | 5 650 257 |  |
| Loans and advances to banks | 18 |  | 450 989 |  | 290 068 |  |
| Reverse repurchase agreements and cash collateral on securities borrowed | 19 |  | 1 640 765 |  | 1 140 115 |  |
| Sovereign debt securities | 20 |  | 1 495 200 |  | 1 077 424 |  |
| Bank debt securities | 21 |  | 324 179 |  | 289 531 |  |
| Other debt securities | 22 |  | 1 395 161 |  | 1 415 230 |  |
| Derivative financial instruments | 23 |  | 311 854 |  | 421 230 |  |
| Securities arising from trading activities | 24 |  | 149 912 |  | 157 332 |  |
| Loans and advances to customers | 26 |  | 12 793 481 |  | 12 692 623 |  |
| Other loans and advances | 26 |  | 3 340 506 |  | 3 311 808 |  |
| Other securitised assets | 27 |  | — |  | 468 |  |
| Investment portfolio | 25 |  | 32 027 |  | 43 677 |  |
| Interests in associated undertakings and joint venture holdings | 28 |  | 787 400 |  | 781 674 |  |
| Current taxation assets |  |  | 33 049 |  | 31 456 |  |
| Deferred taxation assets | 29 |  | 50 454 |  | 58 572 |  |
| Other assets | 30 |  | 388 833 |  | 447 974 |  |
| Property and equipment | 31 |  | 35 325 |  | 45 716 |  |
| Investment in subsidiaries | 55 |  | 461 636 |  | 451 867 |  |
|  |  |  | 27 865 863 |  | 28 307 022 |  |
| Liabilities |  |  |  |  |  |  |
| Deposits by banks |  |  | 1 968 896 |  | 2 558 021 |  |
| Derivative financial instruments | 23 |  | 267 909 |  | 429 675 |  |
| Other trading liabilities | 35 |  | 16 242 |  | 18 449 |  |
| Repurchase agreements and cash collateral on securities lent | 19 |  | 328 534 |  | 235 447 |  |
| Customer accounts (deposits) | 36 |  | 19 952 173 |  | 19 720 605 |  |
| Debt securities in issue | 37 |  | 973 176 |  | 955 694 |  |
| Other liabilities | 38 |  | 621 967 |  | 655 025 |  |
|  |  |  | 24 128 897 |  | 24 572 916 |  |
| Subordinated liabilities | 39 |  | 682 218 |  | 668 810 |  |
|  |  |  | 24 811 115 |  | 25 241 726 |  |
| Equity |  |  |  |  |  |  |
| Ordinary share capital | 40 |  | 1 280 550 |  | 1 280 550 |  |
| Share premium |  |  | 199 538 |  | 199 538 |  |
| Capital reserve |  |  | — |  | 11 528 |  |
| Other reserves |  |  | 1 614 |  | 19 553 |  |
| Retained income |  |  | 1 223 046 |  | 1 096 019 |  |
| Shareholder’s equity excluding non-controlling interests |  |  | 2 704 748 |  | 2 607 188 |  |
| Additional Tier 1 securities in issue | 42 |  | 350 000 |  | 458 108 |  |
| Total equity |  |  | 3 054 748 |  | 3 065 296 |  |
| Total liabilities and equity |  |  | 27 865 863 |  | 28 307 022 |  |

The Company's profit for the year, determined in accordance with the Companies Act 2006, was £275.0 million

( 2024 : £613.8 million).

The Company has taken advantage in Section 408 of the Companies Act 2006 not to present its own profit and loss account.

Included in Loans and advances to banks £48 million (31 March 2024: £19 million); Sovereign debt securities £178 million (31 March 2024: £28 million);

Bank debt securities £15 million (31 March 2024: £39 million); Securities arising from trading activities £9 million (31 March 2024: £19 million); Other loans

and advances £0.5 million (31 March 2024: £3 million) and Other debt securities £624 million (31 March 2024: £706 million) are assets provided as

collateral where the transferee has the right to resell or repledge.

#### Ruth Leas

Chief Executive

19 June 2025

123

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CASH FLOW STATEMENTS | | | | | |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  | Group | | |  | Company | | |  |
| For the year to   31 March |  | 2025 |  | 2024^ |  | 2025 |  | 2024 |  |
| £’000 | Notes |  |  |  |  |
| Profit before taxation adjusted for non-cash items | 45 | 552 838 |  | 567 094 |  | 336 541 |  | 382 326 |  |
| Taxation paid |  | (64 733) |  | (110 339) |  | (43 096) |  | (79 894) |  |
| Dividends received from subsidiaries and associates and  joint venture holdings |  | — |  | — |  | 104 820 |  | 79 798 |  |
| Increase in operating assets | 45 | (1 317 141) |  | (1 471 004) |  | (994 387) |  | (1 459 675) |  |
| (Decrease)/increase in operating liabilities | 45 | (132 847) |  | 1 273 760 |  | (427 470) |  | 1 430 407 |  |
| Net cash (outflow)/inflow from operating activities |  | (961 883) |  | 259 511 |  | (1 023 592) |  | 352 962 |  |
| Cash flow on acquisition of Group operations and  subsidiaries, net of cash acquired |  | — |  | (28 559) |  | — |  | — |  |
| Cash flow on disposal of Group operations and subsidiaries |  | — |  | — |  | 899 |  | — |  |
| Derecognition of cash on deconsolidation and disposal of  subsidiaries\* |  | — |  | (172 615) |  | — |  | — |  |
| Cash flow on acquisition of property, equipment, software  and other intangible assets |  | (3 943) |  | (3 848) |  | (139) |  | (1 183) |  |
| Cash flow on disposal of property, equipment, software and  other intangible assets |  | 204 |  | 157 |  | — |  | 141 |  |
| Injection of capital to subsidiary |  | — |  | — |  | (7 100) |  | (49 630) |  |
| Return of capital by subsidiary |  | — |  | — |  | — |  | 9 924 |  |
| Net cash outflow from investing activities |  | (3 739) |  | (204 865) |  | (6 340) |  | (40 748) |  |
| Dividends paid to ordinary shareholder |  | (120 000) |  | (89 798) |  | (120 000) |  | (89 798) |  |
| Dividends paid to other equity holders |  | (42 223) |  | (16 771) |  | (42 223) |  | (16 771) |  |
| Proceeds on issue of Additional Tier 1 Securities |  | — |  | 350 000 |  | — |  | 350 000 |  |
| Redemption of Additional Tier 1 instruments |  | (108 108) |  | (140 472) |  | (108 108) |  | (140 472) |  |
| Redemption of subordinated debt |  | — |  | (70 000) |  | — |  | (70 000) |  |
| Lease liabilities paid |  | (43 776) |  | (42 444) |  | (8 769) |  | (7 496) |  |
| Net cash (outflow)/inflow from financing activities |  | (314 107) |  | (9 485) |  | (279 100) |  | 25 463 |  |
| Effects of exchange rate changes on cash  and cash equivalents |  | (1 128) |  | (498) |  | — |  | — |  |
| Net (decrease)/increase in cash and cash equivalents |  | (1 280 857) |  | 44 663 |  | (1 309 032) |  | 337 677 |  |
| Cash and cash equivalents at the beginning of the year |  | 6 332 409 |  | 6 287 746 |  | 5 935 113 |  | 5 597 436 |  |
| Cash and cash equivalents at the end of the year |  | 5 051 552 |  | 6 332 409 |  | 4 626 081 |  | 5 935 113 |  |
| Cash and cash equivalents is defined as including: |  |  |  |  |  |  |  |  |  |
| Cash and balances at central banks |  | 4 191 750 |  | 5 661 623 |  | 4 175 092 |  | 5 650 257 |  |
| On demand loans and advances to banks |  | 859 802 |  | 670 786 |  | 450 989 |  | 284 856 |  |
| Cash and cash equivalents at the end of the year |  | 5 051 552 |  | 6 332 409 |  | 4 626 081 |  | 5 935 113 |  |

^Restated as detailed in note 57.

\*Includes cash and cash equivalents derecognised from Investec Wealth & Investment Limited balance sheet as a result of the all-share combination with Rathbones

Group PLC. There are no other cash flow impacts as a result of this transaction.

Cash and cash equivalents have a maturity profile of less than three months. Loans and advances to banks with a maturity profile

of greater than three months are £nil ( 31 March 2024: £ 5.2 million) for Group. Company £nil (31 March 2024 : £5.2 million).

Included within net cash (outflow)/inflow from operating activities for the Group is interest received of  £1 953 million ( 2024:

£1 849 million), interest paid of £1 253 million (2024 : £ 886 million) and dividends received of £4.5 million (2024: £1.5 million).

The Company includes interest received of £1 698 million (2024: £1 570 million), interest paid of £1 220 million ( 2024: £865 million)

and dividends received of £107.5 million ( 2024: £81.0 million) including those received from its subsidiaries.

Cash flow from discontinued operations

In the prior year, cash inflows from operating activities of £13.0 million, cash outflows from investing activities of £0.6 million  and

cash outflows from financing activities of £56.4 million were incurred in the year relating to discontinued operations. Cash flows

from discontinued operations have been included in the consolidated statement of cash flow above.

124

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STATEMENT OF CHANGES IN EQUITY | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| £’000 | Ordinary  share capital | Share  premium | Capital  reserve  account |
| Group |  |  |  |
| At 1 April 2023 | 1 280 550 | 199 538 | 153 177 |
| Movement in reserves 1 April 2023  – 31 March 2024 |  |  |  |
| Profit after taxation | — | — | — |
| Gains on realisation of debt instruments at FVOCI recycled through the income statement | — | — | — |
| Fair value movements on cash flow hedges taken directly to other comprehensive income | — | — | — |
| Fair value movements on debt instruments at FVOCI taken directly to other  comprehensive income | — | — | — |
| Foreign currency adjustments on translating foreign operations | — | — | — |
| Share of other comprehensive income of associates and joint ventures | — | — | — |
| Total comprehensive income for the year | — | — | — |
| Share-based payments adjustments | — | — | — |
| Employee benefit liability recognised | — | — | — |
| Transaction with equity holders | — | — | — |
| Issue of Additional Tier 1 security instruments | — | — | — |
| Redemption of Additional Tier 1 security instruments | — | — | — |
| Dividends paid to ordinary shareholder | — | — | — |
| Dividends declared to Additional Tier 1 security holders | — | — | — |
| Dividends paid to Additional Tier 1 security holders | — | — | — |
| Gains on Additional Tier 1 security instruments callback | — | — | — |
| Net equity impact of non-controlling interest movements | — | — | — |
| Release of capital reserve to retained income | — | — | (141 903) |
| At 31 March 2024 | 1 280 550 | 199 538 | 11 274 |
| Movement in reserves 1 April 2024  –  31 March 2025 |  |  |  |
| Profit after taxation | — | — | — |
| Gains on realisation of debt instruments at FVOCI recycled through the income statement | — | — | — |
| Fair value movements on cash flow hedges taken directly to other comprehensive income | — | — | — |
| Fair value movements on debt instruments at FVOCI taken directly to other  comprehensive income | — | — | — |
| Foreign currency adjustments on translating foreign operations | — | — | — |
| Share of other comprehensive income of associates and joint venture holdings | — | — | — |
| Total comprehensive income for the year | — | — | — |
| Share-based payments adjustments | — | — | — |
| Employee benefit liability recognised | — | — | — |
| Redemption of Additional Tier 1 security instruments | — | — | — |
| Dividends paid to ordinary shareholder | — | — | — |
| Dividends declared to Additional Tier 1 security holders | — | — | — |
| Dividends paid to Additional Tier 1 security holders | — | — | — |
| Net equity impact of non-controlling interest movements | — | — | — |
| Net equity movements in associates and joint ventures | — | — | — |
| Release of capital reserve to retained income | — | — | (11 274) |
| At 31 March 2025 | 1 280 550 | 199 538 | — |

125

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| STATEMENT OF CHANGES IN EQUITY  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other reserves | | |  |  |  |  |  |  |  |  |  |
| Fair value  reserve | Cash flow  hedge  reserve | Foreign  currency  reserves | Retained  income |  | Shareholder’s  equity  excluding  non-  controlling  interests |  | Additional  Tier 1  securities in  issue | Non-  controlling  interests |  | Total equity |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 310 | 27 635 | 6 869 | 870 424 |  | 2 538 503 |  | 250 000 | 951 |  | 2 789 454 |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| — | — | — | 719 609 |  | 719 609 |  | — | 1 204 |  | 720 813 |  |
| (817) | — | — | — |  | (817) |  | — | — |  | (817) |  |
| — | (9 971) | — | — |  | (9 971) |  | — | — |  | (9 971) |  |
| 6 078 | — | — | — |  | 6 078 |  | — | — |  | 6 078 |  |
| — | — | (3 580) | — |  | (3 580) |  | — | (21) |  | (3 601) |  |
| — | — | — | 257 |  | 257 |  | — | — |  | 257 |  |
| 5 261 | (9 971) | (3 580) | 719 866 |  | 711 576 |  | — | 1 183 |  | 712 759 |  |
| — | — | — | 5 427 |  | 5 427 |  | — | — |  | 5 427 |  |
| — | — | — | 1 740 |  | 1 740 |  | — | — |  | 1 740 |  |
| — | — | — | (2 971) |  | (2 971) |  | — | — |  | (2 971) |  |
| — | — | — | — |  | — |  | 350 000 | — |  | 350 000 |  |
| — | — | — | — |  | — |  | (141 892) | — |  | (141 892) |  |
| — | — | — | (89 798) |  | (89 798) |  | — | — |  | (89 798) |  |
| — | — | — | (20 638) |  | (20 638) |  | 20 638 | — |  | — |  |
| — | — | — | — |  | — |  | (20 638) | — |  | (20 638) |  |
| — | — | — | 1 420 |  | 1 420 |  | — | — |  | 1 420 |  |
| — | — | — | — |  | — |  | — | 717 |  | 717 |  |
| — | — | — | 141 903 |  | — |  | — | — |  | — |  |
| 5 571 | 17 664 | 3 289 | 1 627 373 |  | 3 145 259 |  | 458 108 | 2 851 |  | 3 606 218 |  |
|  | — |  |  |  |  |  |  |  |  |  |  |
| — | — | — | 366 419 |  | 366 419 |  | — | 12 |  | 366 431 |  |
| (166) | — | — | — |  | (166) |  | — | — |  | (166) |  |
| — | (11 259) | — | — |  | (11 259) |  | — | — |  | (11 259) |  |
| (6 120) | — | — | — |  | (6 120) |  | — | — |  | (6 120) |  |
| — | — | (4 305) | — |  | (4 305) |  | — | — |  | (4 305) |  |
| — | — | — | (3 803) |  | (3 803) |  | — | — |  | (3 803) |  |
| (6 286) | (11 259) | (4 305) | 362 616 |  | 340 766 |  | — | 12 |  | 340 778 |  |
| — | — | — | 107 |  | 107 |  | — | — |  | 107 |  |
| — | — | — | 402 |  | 402 |  | — | — |  | 402 |  |
| — | — | — | — |  | — |  | (108 108) | — |  | (108 108) |  |
| — | — | — | (120 000) |  | (120 000) |  | — | — |  | (120 000) |  |
| — | — | — | (38 356) |  | (38 356) |  | 38 356 | — |  | — |  |
| — | — | — | — |  | — |  | (38 356) | — |  | (38 356) |  |
| — | — | — | 1 755 |  | 1 755 |  | — | (1 667) |  | 88 |  |
| — | — | — | (8 449) |  | (8 449) |  | — | — |  | (8 449) |  |
| — | — | — | 11 274 |  | — |  | — | — |  | — |  |
| (715) | 6 405 | (1 016) | 1 836 722 |  | 3 321 484 |  | 350 000 | 1 196 |  | 3 672 680 |  |

126

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| STATEMENT OF CHANGES IN EQUITY  CONTINUED | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| £’000 | Ordinary  share capital | Share  premium | Capital  reserve  account |
| Company |  |  |  |
| At 1 April 2023 | 1 280 550 | 199 538 | 153 177 |
| Movement in reserves 1 April 2023  – 31 March 2024 |  |  |  |
| Profit after taxation | — | — | — |
| Gains on realisation of debt instruments at FVOCI recycled through the income statement | — | — | — |
| Fair value movements on cash flow hedges taken directly to other comprehensive income | — | — | — |
| Fair value movements on debt instruments at FVOCI taken directly to other  comprehensive income | — | — | — |
| Foreign currency adjustments on translating foreign operations | — | — | — |
| Total comprehensive income for the year | — | — | — |
| Share-based payments adjustments | — | — | — |
| Employee benefit liability recognised | — | — | — |
| Foreign currency gain on capital return from US subsidiary | — | — | — |
| Issue of Additional Tier 1 security instruments | — | — | — |
| Redemption of Additional Tier 1 security instruments | — | — | — |
| Dividends paid to ordinary shareholder | — | — | — |
| Dividends declared to Additional Tier 1 security holders | — | — | — |
| Dividends paid to Additional Tier 1 security holders | — | — | — |
| Gain on Additional Tier 1 security instruments callback | — | — | — |
| Release of capital reserve to retained income | — | — | (141 649) |
| At 31 March 2024 | 1 280 550 | 199 538 | 11 528 |
| Movement in reserves 1 April 2024  –  31 March 2025 |  |  |  |
| Profit after taxation | — | — | — |
| Gains on realisation of debt instruments at FVOCI recycled through the income statement | — | — | — |
| Fair value movements on cash flow hedges taken directly to other comprehensive income | — | — | — |
| Fair value movements on debt instruments at FVOCI taken directly to other  comprehensive income | — | — | — |
| Foreign currency adjustments on translating foreign operations | — | — | — |
| Total comprehensive income for the year | — | — | — |
| Share-based payments adjustments | — | — | — |
| Employee benefit liability recognised | — | — | — |
| Redemption of Additional Tier 1 security instruments | — | — | — |
| Dividends paid to ordinary shareholder | — | — | — |
| Dividends declared to Additional Tier 1 security holders | — | — | — |
| Dividends paid to Additional Tier 1 security holders | — | — | — |
| Release of capital reserve to retained income | — | — | (11 528) |
| At 31 March 2025 | 1 280 550 | 199 538 | — |

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| STATEMENT OF CHANGES IN EQUITY  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Other reserves | | |  |  |  |  |  |  |  |
| Fair value  reserve | Cash flow  hedge  reserve | Foreign  currency  reserves | Retained  income |  | Shareholder’s  equity  excluding  non-  controlling  interests |  | Additional  Tier 1  securities in  issue | Total equity |  |
|  |  |  |  |  |  |  |  |  |  |
| 2 101 | 27 635 | (4 832) | 436 898 |  | 2 095 067 |  | 250 000 | 2 345 067 |  |
|  |  |  |  |  |  |  |  |  |  |
| — | — | — | 613 811 |  | 613 811 |  | — | 613 811 |  |
| (385) | — | — | — |  | (385) |  | — | (385) |  |
| — | (9 971) | — | — |  | (9 971) |  | — | (9 971) |  |
| 5 246 | — | — | — |  | 5 246 |  | — | 5 246 |  |
| — | — | (241) | — |  | (241) |  | — | (241) |  |
| 4 861 | (9 971) | (241) | 613 811 |  | 608 460 |  | — | 608 460 |  |
| — | — | — | 5 504 |  | 5 504 |  | — | 5 504 |  |
| — | — | — | 1 281 |  | 1 281 |  | — | 1 281 |  |
| — | — | — | 5 892 |  | 5 892 |  | — | 5 892 |  |
| — | — | — | — |  | — |  | 350 000 | 350 000 |  |
| — | — | — | — |  | — |  | (141 892) | (141 892) |  |
| — | — | — | (89 798) |  | (89 798) |  | — | (89 798) |  |
| — | — | — | (20 638) |  | (20 638) |  | 20 638 | — |  |
| — | — | — | — |  | — |  | (20 638) | (20 638) |  |
| — | — | — | 1 420 |  | 1 420 |  | — | 1 420 |  |
| — | — | — | 141 649 |  | — |  |  | — |  |
| 6 962 | 17 664 | (5 073) | 1 096 019 |  | 2 607 188 |  | 458 108 | 3 065 296 |  |
|  |  |  |  |  |  |  |  |  |  |
| — | — | — | 275 022 |  | 275 022 |  | — | 275 022 |  |
| (164) | — | — | — |  | (164) |  | — | (164) |  |
| — | (11 259) | — | — |  | (11 259) |  | — | (11 259) |  |
| (6 467) | — | — | — |  | (6 467) |  | — | (6 467) |  |
| — | — | (49) | — |  | (49) |  | — | (49) |  |
| (6 631) | (11 259) | (49) | 275 022 |  | 257 083 |  | — | 257 083 |  |
| — | — | — | (1 511) |  | (1 511) |  | — | (1 511) |  |
| — | — | — | 344 |  | 344 |  | — | 344 |  |
| — | — | — | — |  | — |  | (108 108) | (108 108) |  |
| — | — | — | (120 000) |  | (120 000) |  | — | (120 000) |  |
| — | — | — | (38 356) |  | (38 356) |  | 38 356 | — |  |
| — | — | — | — |  | — |  | (38 356) | (38 356) |  |
| — | — | — | 11 528 |  | — |  | — | — |  |
| 331 | 6 405 | (5 122) | 1 223 046 |  | 2 704 748 |  | 350 000 | 3 054 748 |  |

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#### Basis of presentation

These Group and Company annual financial statements have been prepared in accordance with UK adopted international

accounting standards and with  International Financial Reporting Standards (IFRS® Accounting Standards/IFRS) as issued by the

International Accounting Standards Board (IASB).

The Group and Company annual financial statements have been prepared on historical cost basis, except for debt instruments at

FVOCI, derivative financial instruments, financial assets and financial liabilities held at fair value through profit or loss or subject to

hedge accounting.

As stated on page  [88](#i447e4d363cd344738300acdd42f0e3a0_241) , the directors consider that it is appropriate to continue to adopt the going concern basis in preparing the

financial statements.

The accounting policies adopted by the Group are consistent with the prior year and those standards and amendments that

became effective in the current year had no material impact on the Group.

#### Presentation of information

Disclosure under IFRS 7 Financial Instruments: Disclosures and IAS 1 Presentation of Financial Statements: relating to the nature

and extent of risks have been included in the notes to risk and capital management on pages [248](#i447e4d363cd344738300acdd42f0e3a0_484) to  [293](#id4e335202ea2487094501d99658e2ab3_0-0-1-1-2494133) .

Certain disclosures required under IAS 24 Related Party Disclosures have been included in the section marked as audited in the

remuneration report on pages [96](#i447e4d363cd344738300acdd42f0e3a0_250) to [105](#ifa72657b73544d8db616102e7ba11496_35534) .

#### Basis of consolidation

All subsidiaries or structured entities are consolidated when the Group controls an investee. The Group controls an investee if it is

exposed to, or has rights to variable returns from its involvement with the investee and has the ability to affect those returns

through its power over the investee. The financial results of subsidiaries are included in the consolidated annual financial

statements of the Group from the date on which control is obtained until the date the Group can no longer demonstrate control.

The Group performs a reassessment of control whenever there is a change in the substance of the relationship between the Group

and an investee. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity

transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling

interests and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is

recognised at fair value.

Entities, other than subsidiary undertakings, in which the Group exercises significant influence or joint control over operating and

financial policies, are treated as interests in associated undertakings and joint venture holdings. Interests in associated

undertakings and joint venture holdings held with strategic intention, are accounted for using the equity method from the date that

significant influence or joint control commences until the date that significant influence or joint control ceases. These are presented

as Interests in associated undertakings and joint venture holdings on the balance sheet. In circumstances where interests in

associated undertakings and joint venture holdings arise in which the Group has no strategic intention,  these investments are held

for capital appreciation and/or investment income and are classified as ‘venture capital’ holdings and are elected as held at fair

value through profit or loss. These are presented within investment portfolio on the balance sheet.

For equity accounted associates and joint venture holdings, the consolidated annual financial statements include the attributable

share of the results and reserves of associated undertakings and joint venture holdings. The Group’s interests in associated

undertakings and joint venture holdings are included in the consolidated balance sheet at cost plus the post-acquisition changes in

the Group’s share of the net assets of the associated undertakings and joint venture holdings.

After application of the equity method, management evaluates if there is objective evidence that its net investment in the associate

or joint venture is impaired and therefore that an impairment test is necessary.

Because goodwill forms part of the carrying amount of the net investments in an associate or a joint venture, it is not separately

recognised, therefore it is not tested for impairment separately. Instead, the entire carrying amount of the investment is tested for

impairment in accordance with IAS 36 Impairment of Assets as a single asset, by comparing its recoverable amount (higher of value

in use and fair value less costs of disposal) with its carrying amount.

The consolidated balance sheet reflects the associated undertakings and joint venture holdings net of accumulated impairment

losses.

Investments in subsidiaries and interests in associated undertakings and joint venture holdings are carried at their cost less any

accumulated impairment in the Company financial statements.

All intergroup balances, transactions and unrealised gains or losses within the Group that do not reflect an impairment to an asset

are eliminated in full regarding subsidiaries and to the extent of the interest in associated undertakings and joint venture holdings.

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#### Segmental reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur

expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, where operating

results are reviewed regularly by chief operating decision-makers who are considered to be executive members of the Board and

for which discrete financial information is available.

The Group’s segmental reporting is presented in the form of a business analysis. The business analysis is presented in terms of the

Group’s three principal business divisions namely, Wealth & Investment, Private Banking and Corporate, Investment Banking and

Other.

For further detail on the Group's segmental basis, refer to the divisional review section.

#### Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of

the consideration transferred, measured at the acquisition date fair value and the amount of any prior non-controlling interests in

the acquiree. For each business combination, the Group measures the non-controlling interest in the acquiree either at fair value or

at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed immediately in the

income statement.

When the Group acquires a business, it identifies all assets and liabilities of the business and recognises these at fair value at the

time of the acquisition. It also assesses the financial assets and liabilities assumed for appropriate classification and the designation

in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. This includes

the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the Group’s previously held equity interest in the

acquiree is remeasured to fair value at the acquisition date through the income statement.

Any contingent consideration to be transferred by the Group will be recognised at fair value at the acquisition date. Subsequent

changes to the fair value of the contingent consideration, which is deemed to be an asset or liability, will be recognised in

accordance with IFRS 9 at fair value through profit or loss. If the contingent consideration is classified as equity, it will not be

remeasured until it is finally settled within equity.

Goodwill is initially measured at cost, being the difference between the consideration transferred and the net identifiable assets

acquired and liabilities assumed less the amount recognised for non-controlling interests. If this consideration is less than

Investec’s share of the fair values of the identifiable net assets acquired, the discount on acquisition is recognised directly in the

income statement as a gain in the year of acquisition.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. The Group tests goodwill acquired in

a business combination for impairment annually, irrespective of whether an indication of impairment exists and in accordance with

IAS 36.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each

of the Group’s cash-generating units that are expected to benefit from the combination.

Where goodwill forms part of a cash-generating unit, and part of the operation within that unit is disposed of, the goodwill

associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on

disposal of the operation.

Goodwill disposed of in these circumstances is measured based on the relative values of the operation disposed of and the portion

of the cash-generating units retained.

#### Discontinued operations

A disposal group qualifies as a discontinued operation if it is a component of an entity that has either been disposed of or is

classified as held for sale and represents a separate major line of business or geographical area of operations.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or

loss after tax from discontinued operations in the income statement.

All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise. Additional

disclosures are provided in note 34.

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#### Share-based payments to employees

The Group engages in equity-settled share-based payments in respect of services received from employees. Share-based

payments transactions will be settled with instruments of the Parent company, Investec plc. The obligation to provide shares to the

employees is with the Parent company. For these equity-settled transactions a corresponding increase in equity, a ‘contribution

from parent company’, is recognised over the period the service conditions of the grant are met. The Group is required to repay the

parent company for the share-based payments provided. The repayment to the holding company will be accounted for as a

‘distribution to the parent company’.

The fair value of the services received in respect of equity-settled share-based payments is determined by reference to the fair

value of the shares or share options on the date of grant to the employee. The cost of the share-based payment is recognised in

the income statement over the period the service conditions of the grant are met, with the amount changing according to the

number of awards expected to vest, and a corresponding increase is recognised in equity. The cumulative expense recognised for

equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired

and the Group’s best estimate of the number of equity instruments that will ultimately vest.

Fair value measurements are based on option pricing models, taking into account the risk-free interest rate, volatility of the

underlying equity instrument, expected dividends and share prices at grant date.

Where the terms of an equity-settled award are modified, the minimum expense recognised in staff costs is the expense as if the

terms had not been modified. An additional expense is recognised for any modification which increases the total fair value of the

share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

#### Employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the undiscounted

amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service

provided by the employee and the obligation can be estimated reliably.

The long-term employment benefits liability relates to the obligation of the Investec Group to deliver cash or other financial

instruments to employees over a predetermined vesting period. The fair value of this liability is calculated by applying the Black-

Scholes option pricing model at each reporting date. The changes in fair value will be recognised as an employee benefit expense.

The liability is included in other liabilities on the balance sheet.

The Group operates various defined contribution schemes. In respect of the defined contribution schemes, all employer

contributions are charged to the income statement as incurred, in accordance with the rules of the scheme, and included under

staff costs.

#### Foreign currency transactions and foreign operations

The presentation currency of the Group is Pound Sterling, being the functional currency of Investec Bank plc.

Foreign operations are subsidiaries, interests in associated undertakings and joint venture holdings or branches of the Group, the

activities of which are based in a functional currency other than that of the reporting entity. The functional currency of Group

entities is determined based on the primary economic environment in which the entity operates.

Foreign currency transactions are translated into the functional currency of the entity in which the transactions arise, based on

rates of exchange ruling at the date of the transactions.

At each balance sheet date foreign currency items are translated as follows:

• Monetary items (other than monetary items that form part of the net investment in a foreign operation) are translated using

closing rates, with gains or losses recognised in the income statement

• Exchange differences arising on monetary items that form part of the net investment in a foreign operation are determined using

closing rates and are initially recognised through other comprehensive income as a separate component of equity (foreign

currency reserve) upon consolidation and are reclassified to the income statement upon disposal of the net investment

• Non-monetary items that are measured at historical costs are translated using the exchange rates ruling at the date of the

transaction. Non-monetary items that are measured at fair value are translated using the exchange rate at the date of the

valuation, with movements due to changes in foreign currency being presented in terms of the accounting policy for changes

in the fair value movement of the respective item.

On consolidation, the results and financial position of foreign operations are translated into the presentation currency of the Group,

as follows:

• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet

• Income and expense items are translated at exchange rates ruling at the date of the transaction

• All resulting exchange differences are recognised in other comprehensive income (foreign currency translation reserve)

• Cash flow items are translated at the exchange rates ruling at the date of the transactions.

On loss of control or disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign

operation recognised in other comprehensive income is reclassified from equity to profit or loss.

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#### Revenue recognition

Revenue consists of interest income, fee and commission income, investment income, trading income arising from customer flow,

trading income arising from balance sheet management and other trading activities, share of post-taxation profit of associates and

joint venture holdings and other operating income.

Interest income

Interest income on debt instruments at amortised cost and FVOCI is recognised in the income statement using the effective

interest method. Calculation of the effective interest rate takes into account fees payable or receivable that are an integral part of

the instruments yield, premiums or discounts on acquisition or issue, early redemption fees and transaction costs.

The effective interest method is based on the estimated life of the underlying instrument and, where this estimate is not readily

available, the contractual life. Interest on instruments at fair value through profit or loss are recognised based on the contractual

rates.

Fee and commission income

Fee and commission income includes revenue from contracts with customers earned from transactional banking fees, providing

advisory services as well as portfolio management and includes rental income from investments (including properties and aircraft)

and insurance income.

Revenue from contracts with customers is recognised in accordance with five steps to: identify the contract; identify the

performance obligations; determine the transaction price; allocate the transaction price to the performance obligations; and

recognise revenue when the performance obligations are satisfied.

Investment advisory and management fees are earned over the period in which the services are provided. Performance fees can

be variable and recognition is constrained until such time as it is highly probable that a significant reversal in the amount of

cumulative revenue recognised will not occur and the services related to the transactions have been completed under the terms of

the contract.

Investment income

Investment income includes income, other than margin arising on securities held for the purpose of generating interest yield,

dividends and capital appreciation. Dividend income is recognised when the Group’s right to receive payment is established.

Trading income arises from customer flow and balance sheet management and other trading activities

Customer flow trading income includes income from trading activities arising from making and facilitating client activities.

Trading income arising from balance sheet management and other trading activities consists of proprietary trading income and

other gains or losses arising from balance sheet management.

Trading income includes the profit on trading portfolios, which are marked-to-market daily.

Other sources of income

Included in other operating income is incidental rental income, gains on realisation of properties, operating lease income, income

from interests in associated undertakings and revenue from other investments. Operating costs associated with these investments

are included in operating costs in the income statement.

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#### Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access

at that date. The fair value of an asset or a liability reflects its non-performance risk.

When available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument.

If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable

inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market

participants would take into account in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a

bid price and liabilities and short positions at an ask price.

The Group classifies disclosed fair values according to a hierarchy that reflects the significance of observable market inputs.

A transfer is made between the hierarchy levels when the inputs have changed or there has been a change in the valuation method.

Transfers are deemed to occur at the end of each semi-annual reporting period.

#### Financial instruments

Financial instruments are initially recognised at their fair value. For financial assets or financial liabilities not held at fair value

through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial assets or financial

liabilities are included in the initial measurement. All other transaction costs are recorded in the income statement immediately.

Regular way purchase and sales transactions in respect of financial assets that require delivery of a financial instrument within the

time frame established by market convention are recorded at trade date.

Financial assets are classified as at fair value through profit or loss (FVPL) if they are equity instruments or derivative instruments,

while debt instruments are classified based on the business model and characteristics of related cash flows. Financial liabilities are

classified as at amortised cost other than trading liabilities and derivative instruments, which are classified as at FVPL.

However, the Group may make the following irrevocable election/designation at initial recognition of a financial asset on an asset-

by-asset basis:

• Elect to present subsequent changes in fair value of an equity investment that is neither held for trading nor contingent

consideration recognised by an acquirer in a business combination to which IFRS 3 applies, in OCI

• A debt instrument that meets the amortised cost or FVOCI criteria as measured at FVPL if doing so eliminates or significantly

reduces an accounting mismatch (referred to as the fair value option)

• Financial liabilities may also be designated as at FVPL when doing so results in more relevant information, because either it

eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets

or liabilities or recognising the gains and losses on them on different bases; or a group of financial liabilities or financial assets

and financial liabilities is managed and its performance is evaluated on a fair value basis. In addition, where a financial liability

contract contains one or more embedded derivatives (which significantly modifies the cash flows that would be required by the

contract and is not clearly prohibited from separation from the host contract), the Group may designate the entire hybrid contract

as a financial instrument at FVPL .

Business model assessment

For financial assets, IFRS 9 requires that a business model assessment is carried out which reflects how the Group manages the

assets in order to generate cash flows. The assessment is at a portfolio level, being the level at which a group of investments is

managed. Factors considered by the Group in determining the business model for a portfolio include past experience on how the

cash flows for these assets were collected, how the assets’ performance is evaluated and reported and how risks are assessed and

managed.

The standard sets out different types of business models:

• Hold to collect: it is intended to hold the asset to maturity to earn interest, collecting repayments of principal and interest from

the customer. These assets are accounted for at amortised cost

▪ Hold to collect and sell: this model is similar to the hold to collect model, except that the entity may elect to sell some or all of

the assets before maturity to achieve the objectives of the business model. These assets are accounted for at FVOCI

▪ Hold to sell/managed on a fair value basis: the entity originates or purchases an asset with the intention of disposing of it in the

short or medium term to benefit from capital appreciation or the portfolio is managed on a fair value basis. These assets are

accounted for at FVPL.

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Solely payments of principal and interest (SPPI)

The Group assesses whether the asset’s cash flows represent solely payments of principal and interest (the SPPI test). In making

this assessment, the Group considers whether the contractual cash flows are consistent with a basic lending arrangement (i.e.

interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin that is

consistent with a basic lending arrangement). Where the contractual terms introduce exposure to risk or volatility that are

inconsistent with a basic lending arrangement, the related asset is classified and measured at FVPL.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely

payments of principal and interest.

Financial instruments measured at amortised cost

Financial assets that are debt instruments are held to collect the contractual cash flows and that contain contractual terms that

give rise to cash flows that are solely payments of principal and interest, such as most loans and advances to banks and

customers and some debt securities, are measured at amortised cost. In addition, most financial liabilities are measured at

amortised cost.

The Group may commit to provide a loan which has not yet been drawn. When the loan that arises from the lending commitment

is expected to meet the criteria to be measured at amortised cost, the undrawn commitment is also considered to be and is

included in the impairment calculation.

The carrying value of these financial assets at initial recognition includes any directly attributable transaction costs. If the initial

fair value is lower than the cash amount advanced, such as in the case of some leveraged finance and syndicated lending

activities, the difference is deferred and recognised over the life of the loan through the recognition of interest income, unless the

loan is credit impaired.

Financial assets measured at fair value through other comprehensive income (FVOCI)

Financial assets held for a business model that is achieved by both collecting contractual cash flows and selling and that contain

contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest are measured at

FVOCI. They are recognised on the trade date when the Group enters into contractual arrangements to purchase and are normally

derecognised when they are either sold or redeemed.

They are subsequently remeasured at fair value and changes therein (except for those relating to impairment, interest income and

foreign currency exchange gains and losses) are recognised in other comprehensive income until the assets are sold. Upon

disposal, the cumulative gains or losses in other comprehensive income are recognised in the income statement in investment

income.

Financial assets measured at FVOCI are included in the impairment calculations set out below and impairment is recognised in

profit or loss.

The Group measures equity instruments at FVOCI when it considers the investments to be strategic or held for long-term dividend

yield. The equity instruments are not held for trading. Gains and losses on financial assets that are equity instruments are never

recycled to the income statement. Dividends are recognised in the income statement within investment income when the right of

the payment has been established. Equity instruments at FVOCI are not subject to an impairment assessment.

Impairment of financial assets held at amortised cost or FVOCI

At each balance sheet date, each financial asset or portfolio of advances categorised at amortised cost or at FVOCI, issued

financial guarantee and loan commitment is measured for ECL impairment.

The costs of loss allowances on assets held at amortised cost and at FVOCI are presented as ‘expected credit loss impairment

(charges)/release’ in the income statement.  Allowances in respect of financial guarantees and loan commitments are presented as

other liabilities and charges recorded within the same line the income statement. Financial assets held at amortised cost are

presented net of allowances, except where the asset has been wholly or partially written off.

Stage 1

Financial assets that are considered performing and have not had a significant increase in credit risk are reported as Stage 1 assets.

Stage 1 financial assets have loss allowances measured at an amount equal to a 12-month ECL.

Stage 2

Financial assets are considered to be in Stage 2 when their credit risk has increased significantly since initial recognition. A loss

allowance equivalent to a lifetime ECL is required to be held.

The Group’s primary indicator for Stage 2 assets are distressed loans, potential problem loans and exposures in arrears that require

additional attention and supervision from watchlist committees and are under management review.

Assets in forbearance are considered to be, at a minimum, Stage 2. Forbearance measures refer to concessions such

as modification of the terms and conditions or refinancing that has been granted to a debtor in financial difficulty. These exposures

are assessed on a case-by-case basis to determine whether the proposed modifications will be considered as forbearance. Where

the Credit Committee considers it likely that the client will be able to return to perform against the original contractual obligations

within a reasonable time frame these assets will be considered performing and in Stage 2. Forbearance is distinguished from

commercial renegotiations which take place as part of normal business activity and standard banking practice.

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In addition to loans under management review, an asset may also move from Stage 1 to Stage 2 if the model calculated probability

of default (PD) has significantly increased since origination. This is tested on both a relative and absolute basis to assess whether a

significant deterioration in lifetime risk of default has occurred. There is a common definition across the Bank’s exposures regarding

what constitutes a significant PD movement. The test involves both an absolute and relative movement threshold. An asset is

considered to have been subjected to a significant increase in credit risk if the appropriate PD has doubled relative to the value at

origination and on an absolute basis has increased by more than 1%. Any asset with an original rating that is classified as

investment grade will be judged to have had a significant movement if the new PD would classify it as sub-investment grade and

the equivalent rating has moved by more than three notches.

The Group adopts the view that all financial assets that are more than 30 days past due have experienced a significant increase in

credit risk.

Exposures move back to Stage 1 once they no longer meet the criteria above for a significant increase in credit risk and as cure

periods (specifically relating to forborne exposures) are met.

Stage 3

Financial assets are included in Stage 3 when there is objective evidence of credit impairment. The Group assesses a loan as Stage

3 when contractual payments of either principal or interest are past due for more than 90 days, the debtor is assessed as unlikely

to pay and credit impaired, or the loan is otherwise considered to be in default, for example, due to the appointment of an

administrator or the client is in receivership. Forborne loans that are considered non-performing, for example, if a loan is not

expected to meet the original contractual obligations in a reasonable time frame, will be classified as Stage 3.

Loans which are  90 days or more past due are considered to be in default.

The Group applied the effective interest rate on Stage 3 assets to the amortised cost of the financial asset (i.e. gross carrying

amount less ECL allowance) instead of its gross carrying amount and incorporates the impact of the ECLs in estimated future cash

flows.

Definition of default

The Group has aligned the IFRS 9 and regulatory definitions of default, credit impaired and non-performing exposure. Assets that

are more than 90 days past due, or considered by management as unlikely to pay their obligations in full without realisation of

collateral are considered as exposures in default.

ECL

The assessment of credit risk and the estimation of ECL are required to be unbiased, probability-weighted and should incorporate

all available information relevant to the assessment, including information about past events, current conditions and reasonable and

supportable forecasts of economic conditions at the reporting date. In addition, the estimation of ECL should take into account the

time value of money. As a result, the recognition and measurement of impairment is intended to be forward‑looking and therefore,

potentially volatile.

Write-offs

The Group has developed specific guidelines on write-off aimed at granting full compliance with IFRS 9 and the document

'Guidance to banks on non-performing loans' issued by the European Central Bank.

A loan or advance is written off in full against the related ECL impairment allowance when the entity has no reasonable

expectations of recovering a financial asset in its entirety or a portion thereof. This is assessed on a case-by-case basis with

considerations to indicators such as whether the exposure has been restructured or the given financial position of the borrower

and guarantors. Any recoveries of amounts previously written off decrease the amount of impairment losses.

Cured assets

Loans and advances are regularly assessed to determine whether conditions which led to a significant increase in credit risk or

impairment still exist. Where applicable, the cured asset will move to the appropriate performing stage which reflects the re-

assessed credit risk in line with our Arrears, default and recovery (ADR) policy which is aligned to the applicable Regulatory

requirements.

Process to determine ECL

ECLs are calculated using three main components:

• A probability of default (PD)

• A loss given default (LGD)

• The exposure at default (EAD).

The 12-month and lifetime PDs represent the probability of a default occurring over the next 12 months or the lifetime of the

financial exposures, respectively, based on conditions existing at the balance sheet date and future forecast macro-economic

conditions that affect credit risk.

The LGD represents losses expected on default, taking into account the mitigating effect of collateral and guarantees that are

integral to the instrument, the expected value when realised and the time value of money. The forecast value for the collateral is

also affected by the range of forward-looking probability-weighted macro-economic scenarios.

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The EAD represents the expected balance at default, taking into account the repayment of principal and interest from the balance

sheet date to the default event together with any expected drawdown of a committed facility.

The calculation of the 12-month ECL is based on the 12-month PD and LGD along with the EAD and EIR for the asset. Lifetime ECL

is calculated using the lifetime PD curve, and the appropriate LGDs and EADs, and discount rates using the EIR for the remaining life

of the financial asset.

Expert judgement models or appropriate proxies for PD’s are also utilised for certain portfolios where the ECL is found to be

minimal, either due to the portfolio’s small relative size or the low default nature of these portfolios, such as cash and balances held

at central banks.

Management adjustments are made to modelled output to account for situations where additional information and known or

expected risk factors have not been captured in the modelling process.

Financial instruments held at fair value through profit or loss (FVPL)

Financial instruments held at fair value through profit or loss include all instruments classified as held for trading, those instruments

designated as held at fair value through profit or loss, those financial assets which do not meet the criteria for amortised cost or

FVOCI and derivative financial instruments.

Financial instruments classified as FVPL are initially recorded at fair value on the balance sheet with changes in fair value

subsequently recognised in the income statement. Financial instruments are classified as held for trading when they are held with

the intention of short-term disposal, held with the intention of generating short-term profit, or are derivatives which are not

designated as part of effective hedges. Financial instruments designated as held at fair value through profit or loss are designated

as such on initial recognition of the instrument and remain in this classification until derecognition.

Changes in own credit risk on financial liabilities designated at fair value are recognised in other comprehensive income. Any other

changes are recognised in the income statement.

Securitisation/credit investment and trading activities exposures

The Group makes use of securitisation vehicles as a source of finance, as a means of risk transfer and to leverage returns through

the retention of equity tranches in low default rate portfolios. The Group predominantly focuses on the securitisation of residential

and commercial mortgages and lease receivables. The Group also trades in structured credit investments.

The structured entities are consolidated under IFRS 10 Consolidated Financial Statements when the Group has exposure to or

rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over

the investee.

Loans and advances that are originated are transferred to structured entities, and the structured entities issue debt securities to

external investors to fund the purchase of the securitised assets. When the Group consolidates the structured entity, the Group

recognises the assets and liabilities on a gross basis. When the Group does not consolidate the structured entity, the securitised

assets are derecognised and only any position still held by the Group in the structured entity is reflected.

Day-one profit or loss

When the transaction price differs from the fair value of other observable current market transactions in the same instrument or

based on the valuation technique whose variables include only data from observable markets, the difference between the

transaction price and fair value is recognised immediately in the income statement. In cases where fair value is determined using

data which is not observable, the difference between the transaction price and model value is only recognised in the income

statement when the inputs become observable, when the instrument is derecognised or over the life of the transaction only to the

extent that it arises from a change in a factor (including time) that market participants would take into account when pricing the

asset or liability.

Derecognition of financial assets and liabilities

A financial asset, or a portion thereof, is derecognised when the Group’s rights to cash flows have expired or when the Group has

transferred its rights to cash flows relating to the financial assets and either (a) the Group has transferred substantially all the risks

and rewards associated with the financial assets or (b) the Group has neither transferred nor retained substantially all the risks and

rewards associated with the financial assets but has transferred control of the assets.

When the Group has neither transferred nor retained substantially all the risks and rewards and has retained control of the asset,

the asset continues to be recognised only to the extent of the Group’s continuing involvement, in which case, the Group also

recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights

and obligations that the Group has retained.

The treatment of a renegotiation or modification of the contractual cash flows of a financial asset depends upon whether the

modification is considered significant. If they are significant the old asset is derecognised and a new asset recognised.

A financial liability is derecognised when it is extinguished, that is when the obligation is discharged, cancelled or expired. When an

existing financial liability is replaced or modified with substantially different terms, such a replacement or modification is treated as

a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is

recognised in the income statement.

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Reclassification of financial instruments

Financial assets are only reclassified where there has been a change in business model. Certain financial liabilities can be

reclassified to equity.

Derivative instruments

All derivative instruments of the Group are recorded on the balance sheet at fair value. Positive and negative fair values are

reported as assets and liabilities, respectively.

Derivative positions are entered into either for trading purposes or as part of the Group’s asset and liability management activities

to manage exposures to interest rate and foreign currency risks. Both realised and unrealised profit or losses arising on derivatives

are recognised in the income statement as part of trading income (other than circumstances in which cash flow hedging is applied

as detailed in the hedge accounting section below).

Credit derivatives are entered into for trading purposes. Credit derivatives are initially recognised at their fair values, being the

transaction price of the derivative. Subsequently the derivatives are carried at fair value, with movements in fair value through the

income statement, based on the current market price or remeasured price. The counterparty risk from derivative transactions is

taken into account when reporting the fair value of derivative positions. The adjustment to the fair value is known as the credit

value adjustment (CVA).

Hedge accounting

When the Group first implemented IFRS 9, it made an election to continue to apply the hedge accounting requirements of IAS 39 as

an accounting policy.

The Group applies either fair value or cash flow hedge or hedge accounting of net investments in foreign operations accounting

when the transactions meet the specified hedge accounting criteria.

To qualify for hedge accounting treatment, the Group ensures that all of the following conditions are met:

• At inception of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s)

including the risk management objectives and the strategy in undertaking the hedge transaction. Also at the inception of the

hedge relationship, a formal assessment is undertaken to ensure the hedging instrument is expected to be highly effective in

offsetting the designated risk in the hedged item. A hedge is expected to be highly effective if the changes in fair value or cash

flows attributable to the hedged risk during the period for which the hedge is designated are expected to offset in a range of

80% to 125%

• For cash flow hedges, a forecasted transaction that is the subject of the hedge must be highly probable and must present an

exposure to variations in cash flows that could ultimately affect the income statement

▪ The effectiveness of the hedge can be reliably measured, i.e. the fair value or cash flows of the hedged item that are attributable

to the hedged risk and the fair value of the hedging instrument can be reliably measured

▪ The hedge effectiveness is assessed on an ongoing basis and determined actually to have been highly effective throughout

the financial reporting periods for which the hedge was designated.

For qualifying fair value hedges, the change in fair value of the hedging instrument is recognised in the income statement. Changes

in fair value of the hedged item that are attributable to the hedged risk are also recognised in the income statement.

For qualifying cash flow hedges in respect of non-financial assets and liabilities, the change in fair value of the hedging instrument

relating to the effective portion is initially recognised directly in other comprehensive income in the cash flow hedge reserve and is

included in the initial cost of any asset/liability recognised or in all other cases released to the income statement when the hedged

firm commitment or forecasted transaction affects net profit. If the forecast transaction or firm commitment is no longer expected

to occur, the balance included in other comprehensive income is reclassified to the income statement immediately and recognised

in trading income from balance sheet management and other trading activities.

For qualifying cash flow hedges in respect of financial assets and liabilities, the change in fair value of the hedging instrument,

which represents an effective hedge, is initially recognised in other comprehensive income and is reclassified to the income

statement in the same period during which the relevant financial asset or liability affects the income statement. Any ineffective

portion of the hedge is immediately recognised in the income statement.

For qualifying hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part

of the net investment, changes in the fair value of the hedging instrument relating to the effective portion of the hedge are

recognised in other comprehensive income while any gains or losses relating to the ineffective portion are recognised in the income

statement. On disposal of the foreign operation, the cumulative value of any such gain or loss recorded in other comprehensive

income is reclassified to the income statement.

Hedge accounting is discontinued when it is determined that the instrument ceases to be highly effective as a hedge; when the

derivative expires, or is sold, terminated or exercised; when the hedged item matures or is sold or repaid; when a forecasted

transaction is no longer deemed highly probable or when the designation as a hedge is revoked.

Sources of hedge ineffectiveness may arise from basis risk, including but not limited to the discount rates used for calculating the fair

value of derivatives, hedges using instruments with a non-nil fair value at the date of recognition, and notional and timing differences

between the zero hedged items and hedging instruments.

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Offsetting of financial assets and liabilities

Financial assets and liabilities are offset when there is both an intention to settle on a net basis (or simultaneously) and a currently

enforceable legal right to offset exists.

Issued debt and equity financial instruments

Financial instruments issued by the Group are classified as liabilities if they contain a contractual obligation to deliver cash or

another financial asset.

Financial instruments issued by the Group are classified as equity where they confer on the holder a residual interest in the Group,

and the Group has no obligation to deliver either cash or another financial asset to the holder. The components of compound

issued financial instruments are accounted for separately with the liability component separated first and any residual amount

being allocated to the equity component.

Equity instruments issued by subsidiaries of Investec Bank plc are recorded as non-controlling interests on the balance sheet.

Equity instruments are initially measured net of directly attributable issue costs.

Dividends on ordinary shares are recognised as a deduction from equity at the earlier of payment date or the date that it

is approved by Investec Bank plc shareholders.

#### Sale and repurchase agreements (including securities borrowing and lending)

Securities sold subject to a commitment to repurchase, at a fixed price or a selling price plus a lender’s return, remain

on-balance sheet. Proceeds received are recorded as a liability on the balance sheet under ‘repurchase agreements and cash

collateral on securities lent’. Securities that are purchased under a commitment to resell the securities at a future date are not

recognised on the balance sheet. The consideration paid is recognised as an asset under ‘reverse repurchase agreements and

cash collateral on securities borrowed’.

Where sovereign debt securities have been purchased at the same time as derivatives with the same counterparty, such that the

combined position has the economic substance similar to secured lending, an asset is recognised under ‘reverse repurchase

agreements and cash collateral on securities borrowed’.

The difference between the sale and repurchase prices is treated as interest expense and is accrued over the life of the agreement

using the effective interest method.

Securities borrowing transactions that are not cash collateralised are not included on the balance sheet. Securities lending and

borrowing transactions which are cash collateralised are accounted for in the same manner as securities sold or purchased subject

to repurchase commitments.

#### Financial guarantees

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder

for a loss it incurs because the specified debtor fails to make a payment when due, in accordance with the terms of a debt

instrument. Financial guarantees issued by the Group are not classified as insurance contracts and are initially recognised at fair

value.

Subsequent to initial recognition, the liability under each guarantee is measured at the higher of the amount recognised less

cumulative amount of income recognised in accordance with IFRS 15 and the best estimate of expected credit loss calculated for

the financial guarantee. Subsequent to initial measurement, all changes in the balance sheet carrying value are recognised in the

income statement.

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#### Property and equipment

Property and equipment are recorded at cost less accumulated depreciation and impairments.

Cost is the cash equivalent paid or the fair value of the consideration given to acquire an asset and includes other expenditures

that are directly attributable to the acquisition of the asset.

Depreciation is provided on the depreciable amount of each component on a straight-line basis over the expected useful life of the

asset.

The depreciable amount related to each asset is determined as the difference between the cost and the residual value of the asset.

The residual value is the estimated amount, net of disposal costs that the Group would currently obtain from the disposal of an

asset in similar age and condition as expected at the end of its useful life.

The current and comparative annual depreciation rates for each class of property and equipment are as follows:

• Computer and related equipment20% to 33%

• Motor vehicles20% to 25%

• Furniture and fittings10% to 20%

• Freehold buildings2%

• Right-of-use assets\*

• Leasehold property and improvements\*

\*Leasehold improvements depreciation rates are determined by reference to the appropriate useful life of its separate components, limited to the period of the lease. Leasehold

property and right-of-use asset depreciation rates are determined by reference to the period of the lease.

Routine maintenance and service costs for Group assets are expensed as incurred. Subsequent expenditure is only capitalised if it

is probable that future economic benefits associated with the item will flow to the Group.

Property and equipment are derecognised on disposal or when no future economic benefits are expected to be realised.

#### Leases

At inception of a contract the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess

whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

• The Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use

• The Group has the right to direct the use of the asset.

As a lessee, the Group recognises a right-of-use (ROU) asset and a lease liability at the lease commencement date.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted at the rate implicit in the lease, or, where that is not available, at the Group’s incremental borrowing rate.

The lease liability will increase for the accrual of interest, and will result in a constant rate of return throughout the life of the lease,

and reduce when payments are made.

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments

made at or before the commencement date, plus any indirect costs incurred and an estimate of costs to dismantle and remove the

underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease

term. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of

the lease liability.

The lease liability is subsequently remeasured when there is a change in future lease payments arising from a change in index or

rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the

Group changes its assessment of whether it will exercise a purchase, extension or termination option.

Where the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the ROU asset, or is

recorded in the income statement if the carrying amount of the ROU asset has been reduced to zero.

The Group has elected not to recognise ROU assets and lease liabilities for low value assets and short-term leases that have a

lease term of 12 months or less. The Group recognises the lease payments associated with these leases as an expense on a

straight-line basis over the lease term.

When the Group is the lessor, the lease must be classified as either a finance lease or an operating lease. A finance lease is a lease

which confers substantially all the risks and rewards of the leased assets on the lessee. An operating lease is a lease where

substantially all of the risks and rewards of the leased asset remain with the lessor.

When the lease is deemed a finance lease, the leased asset is not held on the balance sheet; instead a finance lease receivable is

recognised representing the minimum lease payments receivable under the terms of the lease, discounted at the rate of interest

implicit in the lease.

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When the lease is deemed an operating lease, the lease income is recognised on a straight-line basis over the period of the lease

unless another systematic basis is more appropriate.

On the balance sheet, the ROU assets are included within property and equipment unless the asset is held for investment

purposes, in which case the nature of the investment will determine the presentation. Finance lease receivables are ordinarily

included within loans and advances to customers but are included in other assets where the Group holds a head lease and the

sublease arrangement with external parties is a finance lease. Lease liabilities are included within other liabilities.

Where the Group has a head lease and sublease arrangement with external partners, the finance lease receivable is recognised in

other assets on the balance sheet.

#### Trading properties

Trading properties are carried at the lower of cost and net realisable value.

#### Software and intangible assets

Software and intangible assets are recorded at cost less accumulated amortisation and impairments. Software and intangible

assets with a finite life are amortised over the useful economic life on a straight-line basis. Amortisation of each asset starts when it

becomes available for use. The depreciable amount related to each asset is determined as the difference between the cost and the

residual value of the asset.

The current and comparative annual amortisation rates for each class of intangible assets are as follows:

• Client relationships12 to 20 years

• Acquired software3 to 7 years

• Internally generated software5 years

#### Impairment of non-financial assets

At each balance sheet date, the Group reviews the carrying value of non-financial assets, other than investment property, for

indication of impairment. The recoverable amount, being the higher of fair value less cost of disposal and value-in-use, is

determined for any assets for which an indication of impairment is identified, and in the case of cash generating units containing

goodwill, annually. If the recoverable amount of an asset is less than its carrying value, the carrying value of the asset is reduced to

its recoverable amount.

Impairment losses are recognised as an expense in the income statement in the period in which they are identified. Reversals of

impairment losses are recognised in income in the period in which the reversals are identified, to the extent that the carrying value

of the asset does not exceed the amount that would have been calculated without impairment.

#### Trust and fiduciary activities

The Group acts as a trustee or in other fiduciary capacities that result in the holding, placing or managing of assets for the account

of and at the risk of clients. As these are not assets of the Group, they are not recognised on the balance sheet but are included at

market value as part of third party assets under management.

#### Taxation and deferred taxation

Current taxation payable is provided for based on the amount expected to be payable on taxable profit at rates that are enacted or

substantively enacted and applicable to the relevant period.

Deferred taxation is provided on temporary differences between the carrying amount of an asset or liability in the balance sheet

and its tax base, except where such temporary differences arise from:

• The initial recognition of goodwill

• The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the

transaction has no effect on the income statement or taxable profit

• Temporary differences associated with the investments in subsidiaries and interests in associated undertakings and joint venture

holdings, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary

differences will not reverse in the foreseeable future.

Deferred taxation assets or liabilities are measured using the taxation rates that have been enacted or substantively enacted at the

balance sheet date.

Deferred taxation assets are recognised to the extent that it is probable that future taxable profit will be available against which the

deferred taxation assets can be utilised.

Items recognised directly in other comprehensive income are net of related current and deferred taxation.

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#### Borrowing costs

Borrowing costs that are directly attributable to property developments which take a substantial period of time to develop are

capitalised to qualifying properties.

#### Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event; it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be

made of the amount of the obligation. The expense relating to a provision is presented in the income statement net of any

reimbursement. Contingent assets and contingent liabilities are not recognised on the balance sheet.

#### Standards and interpretations issued but no

#### t yet effective

The following significant standards and interpretations, which have been issued but are not yet effective, are applicable to the

Group. These standards and interpretations have not been applied in these annual financial statements. The Group intends to

comply with these standards from the effective dates.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals.

It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and

disaggregation of financial information based on the identified 'roles' of the primary financial statements (PFS) and the notes. These

new requirements are expected to impact all reporting entities.

IFRS 18 and the consequential amendments to other standards is effective for reporting periods beginning on or after 1 January

2027 and the Group is considering its impact.

Amendments to IFRS 9 Amendments to Classification and Measurement of Financial Instruments and IFRS 7 disclosures

The amendments clarify that a financial liability is derecognised on the 'settlement date' and introduce an accounting policy choice

to derecognise financial liabilities settled using an electronic payment system before the settlement date.

The classification of financial assets with ESG linked features has been clarified via additional guidance on the assessment of

contingent features.

Clarifications have been made on non-recourse loans and contractually linked instruments.

Additional disclosures are introduced for financial instruments with contingent features and equity instruments classified at fair

value through OCl. The amendments are effective for annual periods starting on or after 1 January 2026 and the Group is

considering the impact.

All other standards and interpretations issued but not yet effective are not expected to have a material impact on the Group.

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#### Key management assumptions

In preparation of the annual financial statements, the Group makes estimations and applies judgement that could affect the

reported amount of assets and liabilities within the next financial year.

Key areas in which estimates are made include:

• In accordance with IFRS 13 Fair Value Measurement, the Group categorises financial instruments carried on the balance sheet at

fair value using a three level hierarchy. Financial instruments categorised as level 1 are valued using quoted market prices and

therefore there is minimal judgement applied in determining fair value. However, the fair value of financial instruments

categorised as level 2 and, in particular, level 3 are determined using valuation techniques including discounted cash flow

analysis, price-earnings multiples, net asset value and complex valuation models. The valuation techniques for level 3 financial

instruments involve management judgement and estimates, the extent of which, depends on the complexity of the instrument,

counterparty and own credit risk, funding cost, low levels of market liquidity, and the availability of market observable

information. In particular, significant uncertainty exists in the valuation of unlisted investments and fair value loans in the private

equity and direct investments portfolios. The estimation of fair value is subject to an uncertain economic outlook. Key valuation

inputs are based on the most relevant observable market information and can include expected cash flows, yield curves,

discount rates, growth rates, earnings multiples and the underlying assets and liabilities within a business, adjusted where

necessary for factors that specifically apply to the individual investments, sector specific factors and recognising market volatility

and liquidity. Further details of the Group’s level 3 financial instruments, valuation techniques, key valuation inputs applied and

the sensitivity of the valuation including the effect of applying reasonably possible alternative assumptions in determining their

fair value are set out in note 14.

Details of unlisted investments can be found in note 25 with further analysis contained in the notes to risk and capital

management on page [272](#i447e4d363cd344738300acdd42f0e3a0_508).

• The measurement of ECL has reliance on expert credit judgement. Key judgemental areas are highlighted below and are subject

to robust governance processes. Key drivers of measurement uncertainty include:

– The assessment of staging due to a significant increase in credit risk

– Adequacy of post model adjustments

– Assessment of ECL on Stage 3 exposures, including the valuation of collateral, expected timing of cash flows, client industry

considerations and recovery strategies

– The determination of write-off points

– A range of forward-looking probability weighted macro-economic scenarios

– Estimations of probabilities of default, loss given default and exposures at default using models.

Following a detailed review of the outcome of the ECL models, management continue to hold an additional overlay provision in

the UK of £3.7 million (31 March 2024: £3.7 million). Detail of the approach followed and management’s assumptions are set out

on page [266](#i447e4d363cd344738300acdd42f0e3a0_499) of section 3.

▪ The Group’s income tax charge and balance sheet provision are judgemental in nature. This arises from certain transactions for

which the ultimate tax treatment can only be determined by final resolution with the relevant local tax authorities. The Group has

recognised in its current tax provision certain amounts in respect of taxation that involve a degree of estimation and uncertainty

where the tax treatment cannot finally be determined until a resolution has been reached by the relevant tax authority and

whether the proposed tax treatment will be accepted by the authorities. The carrying amount of this provision is sensitive to the

resolution of issues, which is often dependent on the timetable and progress of discussion and negotiations with the relevant tax

authorities, arbitration process and legal proceedings in the relevant tax jurisdictions in which the Group operates. Issues can

take many years to resolve and assumptions on the likely outcome would therefore have to be made by the Group in order to

determine if an exposure should be measured based on the most likely amount or expected value. In making any estimates,

management’s judgement has been based on various factors, including:

• The current status of tax audits and enquiries

• The current status of discussions and negotiations with the relevant tax authorities

• The results of any previous claims

• Any changes to the relevant tax environments.

• The Group operates in a legal and regulatory environment that exposes it to litigation risks. As a result, the Group is involved in

disputes and legal proceedings which arise in the ordinary course of business. The Group evaluates all facts, the probability of

the outcome of legal proceedings, commercial outcomes and advice from internal and external legal counsel when considering

the accounting implications as set out in note 47.

• The Group makes use of reasonable and supportable information to make accounting judgements and estimates related to

climate change. This includes information about the observable impact of climate change on the current credit risk of clients and

the valuation of assets. Many of the effects arising from climate change will be longer term in nature, with an inherent level of

uncertainty and have limited effect on accounting judgements and estimates for the current period.

The following items represent the most significant effects that climate change can have on the shorter term:

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– The measurement of ECL considers the ability of borrowers to make contractual payments as and when they become due.

Investec performed an assessment of specific sectors that could be most impacted by climate risk in all jurisdictions, specifically

focusing on the ability of the clients in these sectors to meet their financing needs. The assessment further included a review of

Investec’s appetite to fund clients in the respective sectors. While these have not resulted in material impact to ECL, the

determination of the impact of these risks into PD, LGD and other inputs into the ECL calculation is ongoing

– The assessment of asset impairment, based on value in use, and the ability to recognise deferred tax assets are based on future

expected cash flows. The expected cash flows are based on management’s best estimate of the operational results, including

the near-term impact of climate risk. The Group did not consider any additional adjustments to the cash flows to account for this

risk given the time frame of the cash flows that were considered – The use of market indicators as inputs to fair value is assumed

to include current information and knowledge regarding the effect of climate risk.

Key areas in which judgement is applied include:

• In accordance with IFRS 10 Consolidated Financial statements, the Group controls and consolidates an investee where the

Group has power over the entity’s relevant activities, is exposed to variable returns from its involvement with the investee and

has the ability to affect the returns through its power over the entity. Determining whether the Group controls another entity

requires judgement by identifying an entity’s relevant activities, being those activities that significantly affect the investee’s

returns, and whether the Group controls those relevant activities by considering the rights attached to both current and

potential voting rights, de facto control and other contractual rights including whether such rights are substantive. In the

current period, a change in rights in respect of Investec Capital Services (India) Pvt Ltd (ICSI) occurred and, when evaluated

against these criteria, the revised rights, which included options over the shares we do not currently hold, were concluded to be

protective in nature. As such ICSI was determined to be a joint venture associate. Details of subsidiaries can be found in note

58.

• On the basis of current financial projections and having made appropriate enquiries, the directors have a reasonable expectation

that the Group has adequate resources to continue in operational existence up to 19 June 2026, which is a period of twelve

months from the date of issue of the financial statements that aligns with internal budgeting processes. Accordingly, the going

concern basis is adopted in the preparation of the financial statements.

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1.

#### Segmental business analysis – income statement

Wealth & Investment

Wealth & Investment includes our 41.25% equity accounted earnings of the combined Rathbones Group, and IBSAG which houses

our Swiss wealth business.

Private Banking

Our Private Banking business in the UK comprises lending (primarily residential mortgages), savings and transactional banking

(including international payments) to HNW clients, coupled with bespoke foreign exchange and financing solutions for qualifying

HNW clients.

Corporate, Investment Banking and Other

Our Corporate and Investment Banking businesses in comprises business activities that provide lending, advisory and risk

management services to growth-orientated corporate clients in the private companies, private equity and listed companies arenas,

including specialist sector-focused expertise. This segment also includes our central treasury and liability management channels.

Adjusted operating profit

Management’s measure of operating profit, ‘adjusted operating profit’, is calculated based on pro-forma profit before taxation,

adjusted to remove goodwill, acquired intangibles and strategic actions, including such items within equity accounted earnings, and

non-controlling interests.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| For the year to   31 March | 2025 | 2024 |
| £’000 |
| Profit before taxation from continuing operations | 446 848 | 421 742 |
| Amortisation of acquired intangibles | — | 940 |
| Closure and rundown of the Hong Kong direct investments business | (319) | 784 |
| Financial impact of strategic actions\* | 16 007 | — |
| Adjustments related to equity accounted earnings | 34 299 | 58 110 |
| Profit before amortisation and integration costs (pro-forma adjustment) | — | 35 855 |
| Amortisation of acquired intangibles | 6 312 | 12 624 |
| Acquisition related and integration costs of associate | 27 987 | 9 631 |
| Less: profit attributable to non-controlling interests | (12) | (1 204) |
| Adjusted operating profit for continuing operations | 496 823 | 480 372 |

\*Included within this line in the current year are movements in value on deferred considerations on various transactions, continuing integration costs resulting from the

Rathbones deal as well as various capital costs incurred in contemplation of potential transactions. In the prior year, strategic actions largely comprised the Rathbones

transaction, and thus were included in discontinued operations.

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1.

#### Segmental business analysis – income statement

#### (continued)

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|  |  | Specialist Banking | | Total Group |
|  | Private Client | | Corporate,  Investment  Banking and  Other |
| For the year to   31 March 2025 | Wealth &  Investment | Private Banking |
| £’000 |
| Net interest income | 7 381 | 96 639 | 686 441 | 790 461 |
| Fee and commission income | 10 424 | 979 | 182 937 | 194 340 |
| Fee and commission expense | (1 054) | (19) | (12 791) | (13 864) |
| Investment income | 1 | — | 41 810 | 41 811 |
| Share of post-taxation operating profit of associates and joint venture  holdings | 69 147 | — | 3 233 | 72 380 |
| Trading income/(loss) arising from |  |  |  |  |
| – customer flow | 1 792 | 3 018 | 80 732 | 85 542 |
| – balance sheet management and other trading activities | (34) | (47) | 14 329 | 14 248 |
| Other operating income | — | — | 6 676 | 6 676 |
| Operating income | 87 657 | 100 570 | 1 003 367 | 1 191 594 |
| Expected credit loss impairment charges | (16) | (5 582) | (91 442) | (97 040) |
| Operating income after expected credit loss impairment charges | 87 641 | 94 988 | 911 925 | 1 094 554 |
| Operating costs | (15 366) | (47 860) | (534 493) | (597 719) |
| Profit attributable to non-controlling interests | — | — | (12) | (12) |
| Adjusted operating profit | 72 275 | 47 128 | 377 420 | 496 823 |
| Selected returns and key statistics |  |  |  |  |
| Cost to income ratio | 17.5% | 47.6% | 53.3% | 50.2% |
| Total assets (£’mn) | 1 022 | 5 196 | 23 516 | 29 734 |
| Total liabilities (£'mn) | 185 | 26 | 25 850 | 26 061 |

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1 .

#### Segmental business analysis – income statement

#### (continued)

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Specialist Banking | |  |
|  | Private Client | | Corporate,  Investment  Banking and  Other |  |
| For the year to   31 March 2024 \* | Wealth &  Investment | Private Banking |  |
| £’000 | Total Group |
| Net interest income | 8 340 | 107 268 | 713 349 | 828 957 |
| Fee and commission income | 9 170 | 814 | 168 786 | 178 770 |
| Fee and commission expense | (993) | (41) | (15 347) | (16 381) |
| Investment income | 2 | — | 2 623 | 2 625 |
| Share of post-taxation operating profit of associates and joint venture  holdings | 66 868 | — | 274 | 67 142 |
| Trading income/(loss) arising from |  |  |  |  |
| – customer flow | 2 099 | 4 869 | 96 190 | 103 158 |
| – balance sheet management and other trading activities | (662) | (49) | 27 830 | 27 119 |
| Other operating income | — | — | 2 915 | 2 915 |
| Operating income | 84 824 | 112 861 | 996 620 | 1 194 305 |
| Expected credit loss impairment charges | 4 | (4 260) | (81 741) | (85 997) |
| Operating income after expected credit loss impairment charges | 84 828 | 108 601 | 914 879 | 1 108 308 |
| Operating costs | (14 178) | (49 863) | (562 691) | (626 732) |
| Profit attributable to non-controlling interests | — | — | (1 204) | (1 204) |
| Adjusted operating profit | 70 650 | 58 738 | 350 984 | 480 372 |
| Selected returns and key statistics |  |  |  |  |
| Cost to income ratio | 16.7% | 44.2% | 56.5% | 52.5% |
| Total assets (£’mn)^ | 1 028 | 5 009 | 23 801 | 29 838 |
| Total liabilities (£’mn)^ | 192 | 42 | 25 998 | 26 232 |

\*Comparative figures have been restated to align with the way that financial information is reported to the chief operating decision makers. In addition, following a

strategic review of our Private Capital business, previously reported as part of our Private Banking segment, the business is now reported in the Corporate, Investment

Banking and Other segment. The comparative period has been restated to reflect this change.

^Given the nature of the Investec Wealth & Investment Limited transaction, the Group essentially retained similar economic interest to these investments before and

after the transactions. To provide information that is more comparable to the current year, the prior year has been presented on a pro-forma basis as if the

transactions had been in effect from the beginning of the prior year, i.e.Investec Wealth & Investment Limited has been presented as an equity accounted investment

from the start of the prior year. Accordingly, operating profit after taxation of £35.9 million has been re-allocated to share of post-taxation operating profit of

associates and joint venture holdings. This aligns the presentation with the basis on which management evaluates performance.

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2.

#### Net interest income

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | 2025 | | |  | 2024 | | |  |
| For the year to   31 March | Notes |  | Average  balance  sheet  value | Interest  income | Average  yield | | Average  balance  sheet  value | Interest  income | Average  yield | |
| £’000 |  |
| Cash, near cash and bank debt  and sovereign debt securities | 1 |  | 9 975 819 | 477 608 | 4.79% | | 8 871 883 | 427 558 | 4.82% | |
| Loans and advances\* | 2 |  | 16 727 744 | 1 334 303 | 7.98% | | 16 247 191 | 1 304 395 | 8.03% | |
| Private client |  |  | 5 189 467 | 281 839 | 5.43% | | 4 962 049 | 233 093 | 4.70% | |
| Corporate, institutional and  other clients |  |  | 11 538 277 | 1 052 464 | 9.12% | | 11 285 142 | 1 071 302 | 9.49% | |
| Other debt securities and other  loans and advances |  |  | 822 686 | 56 535 | 6.87% | | 920 886 | 66 290 | 7.20% | |
| Other | 3 |  | 141 669 | 111 405 | n/a |  | 190 123 | 135 741 | n/a |  |
| Total interest-earning assets | |  | 27 667 918 | 1 979 851 | 7.16% | | 26 230 083 | 1 933 984 | 7.37% | |

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|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | 2025 | | |  | 2024 | | |  |
| For the year to   31 March |  |  | Average  balance  sheet  value | Interest  expense | Average  yield | | Average  balance  sheet  value | Interest  expense | Average  yield | |
| £’000 | Notes |  |
| Deposits by banks and other  debt-related securities^† | 4 |  | 2 792 913 | 108 501 | 3.88% | | 3 397 885 | 133 767 | 3.94% | |
| Customer accounts (deposits)^ |  |  | 21 578 083 | 944 449 | 4.38% | | 19 842 571 | 825 876 | 4.16% | |
| Subordinated liabilities† |  |  | 690 113 | 42 565 | 6.17% | | 692 444 | 42 799 | 6.18% | |
| Other | 5 |  | 219 339 | 93 875 | n/a |  | 259 387 | 102 585 | n/a |  |
| Total interest-bearing liabilities | |  | 25 280 448 | 1 189 390 | 4.70% | | 24 192 287 | 1 105 027 | 4.57% | |
| Net interest income |  |  |  | 790 461 |  |  |  | 828 957 |  |  |
| Net interest margin |  |  |  | 2.86% |  |  |  | 3.16% |  |  |

Notes:

1Comprises (as per the balance sheet) cash and balances at central banks; loans and advances to banks; reverse repurchase agreements and cash collateral on

securities borrowed; sovereign debt securities; and bank debt securities.

2Comprises (as per the balance sheet) loans and advances to customers.

3Comprises (as per the balance sheet) lease receivables (housed in other assets on the balance sheet) as well as interest income from derivative financial instruments,

other assets and intergroup assets where there is no associated balance sheet value.

4Comprises (as per the balance sheet) deposits by banks; debt securities in issue; repurchase agreements and cash collateral on securities lent.

5Comprises (as per the balance sheet) liabilities arising from lease liabilities (housed in other liabilities on the balance sheet) as well as interest expense from derivative

financial instruments and intergroup liabilities where there is no associated balance sheet value.

\*Following a strategic review of our Private Capital business, previously reported as part of our Private Banking segment, the business is now reported in the Corporate,

Investment Banking and Other segment. The comparative period has been restated to reflect this change.

^Interest expense of £60.5 million due to the Bank of England incurred on TFSME was incorrectly classified as expense arising on customer accounts. This has been

reclassified to arising on deposits by banks and other debt-related securities.

†Interest expense £9.1 million in 2024 related to the interest unwind on a £200 million Euro Medium Term Notes (EMTNs) issuance was incorrectly classified as

expense arising on subordinated liabilities. This has been reclassified to arising on deposits by banks and other debt-related securities.

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3.

#### Net fee and commission income

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Wealth & Investment businesses net fee and commission income\* | 9 370 |  | 8 177 |  |
| Fund management fees/fees for assets under management | 9 050 |  | 6 862 |  |
| Private client transactional fees | 1 374 |  | 2 308 |  |
| Fee and commission expense | (1 054) |  | (993) |  |
| Specialist Banking net fee and commission income | 171 106 |  | 154 212 |  |
| Specialist Banking fee and commission income^ | 183 916 |  | 169 600 |  |
| Specialist Banking fee and commission expense | (12 810) |  | (15 388) |  |
| Net fee and commission income | 180 476 |  | 162 389 |  |
| Fee and commission income | 194 340 |  | 178 770 |  |
| Fee and commission expense | (13 864) |  | (16 381) |  |
| Net fee and commission income | 180 476 |  | 162 389 |  |
| Annuity fees (net of fees payable) | 35 594 |  | 17 864 |  |
| Deal fees | 144 882 |  | 144 525 |  |
|  |  |  |  |  |

\*Wealth & Investment businesses relates to Investec Bank (Switzerland) AG.

^Included in Specialist Banking is fee and commission income of £8.4 million (31 March 2024: £nil) for operating lease income, generated from aircraft leasing

structures, which is out of the scope of IFRS 15 – Revenue from Contracts with Customers.

4.

#### Investment income

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| For the year to   31 March | Listed  equities | Unlisted  equities | Warrants and  profit shares | Total  investment  portfolio |  | Debt  securities  (sovereign,  bank and  other) | Investment  and trading  properties | Other asset  categories | Total |  |
| £’000 |  |  |
| 2025 |  |  |  |  |  |  |  |  |  |  |
| Realised | (2 001) | 6 526 | 1 194 | 5 719 |  | 4 897 | — | (994) | 9 622 |  |
| Unrealised\* | 2 541 | 37 801 | (451) | 39 891 |  | (3 410) | (11 000) | 702 | 26 183 |  |
| Dividend income | (15) | 4 427 | — | 4 412 |  | — | — | 75 | 4 487 |  |
| Funding and other net  related income | — | — | — | — |  | — | 1 519 | — | 1 519 |  |
|  | 525 | 48 754 | 743 | 50 022 |  | 1 487 | (9 481) | (217) | 41 811 |  |
| 2024 |  |  |  |  |  |  |  |  |  |  |
| Realised | (2 907) | 40 717 | 287 | 38 097 |  | 831 | — | (8 368) | 30 560 |  |
| Unrealised\* | 2 798 | (32 260) | 450 | (29 012) |  | (253) | (12 500) | 12 369 | (29 396) |  |
| Dividend income | — | 1 261 | — | 1 261 |  | — | — | 200 | 1 461 |  |
| Funding and other net  related income | — | — | — | — |  | — | — | — | — |  |
|  | (109) | 9 718 | 737 | 10 346 |  | 578 | (12 500) | 4 201 | 2 625 |  |

\*In a year of realisation, any prior period mark-to-market gains/(losses) recognised are reversed in the unrealised line item and recognised in the realised line item.

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|  |  |  |  |  |  |
| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

5.

#### Other operating income

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Losses recognised on property and equipment | (41) |  | — |  |
| Income from operating leases | 2 595 |  | 1 554 |  |
| Income from government grants\* | 4 122 |  | 1 361 |  |
|  | 6 676 |  | 2 915 |  |

\*Government grants income includes Research and Development Expenditure Credits.

6.

#### Expected credit loss impairment charges

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Expected credit losses have arisen on the following items: |  |  |  |  |
| Loans and advances to customers | 97 279 |  | 90 448 |  |
| Other loans and advances | 6 |  | (63) |  |
| Other balance sheet assets | 859 |  | (159) |  |
| Undrawn commitments and guarantees | (1 104) |  | (4 229) |  |
|  | 97 040 |  | 85 997 |  |

149

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

7.

#### Operating costs

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Staff compensation costs | 410 175 |  | 423 415 |  |
| Salaries and wages (including directors’ remuneration)\*\* | 326 337 |  | 342 565 |  |
| Share-based payment expense | 20 005 |  | 19 389 |  |
| Social security costs | 43 231 |  | 41 461 |  |
| Pensions and provident fund contributions | 20 602 |  | 20 000 |  |
| Training and other costs | 8 940 |  | 5 160 |  |
| Staff costs | 419 115 |  | 428 575 |  |
| Premises expenses | 27 156 |  | 28 560 |  |
| Premises expenses (excluding depreciation and impairments) | 11 530 |  | 13 687 |  |
| Premises depreciation and impairments | 15 626 |  | 14 873 |  |
| Equipment expenses (excluding depreciation) | 48 152 |  | 50 813 |  |
| Business expenses\* | 84 002 |  | 106 306 |  |
| Marketing expenses | 13 129 |  | 9 352 |  |
| Depreciation, amortisation and impairment of equipment, software and intangibles^ | 6 165 |  | 3 126 |  |
|  | 597 719 |  | 626 732 |  |

\*Business expenses mainly comprise insurance costs, consulting and professional fees, travel expenses and subscriptions. The prior year includes a provision relating

to motor vehicle financing.

^Included within depreciation charge for the year is £4 million (31 March 2024: £nil) of depreciation expense relating to other assets.

\*\*Details of the directors’ emoluments, pensions and their interests are disclosed in the remuneration report on pages [96](#i447e4d363cd344738300acdd42f0e3a0_250)  to [105](#ifa72657b73544d8db616102e7ba11496_35534).

Segmental breakdown of operating costs

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Specialist Banking | | Total Group |
|  | Private Client | | Corporate,  Investment  Banking and  Other |
| For the year to   31 March 2025 | Wealth &  Investment | Private Banking |
| £’000 |
| Staff costs | 8 019 | 17 180 | 393 916 | 419 115 |
| Premises expenses | 579 | 1 397 | 25 180 | 27 156 |
| Equipment expenses (excluding depreciation) | 3 258 | 6 645 | 38 249 | 48 152 |
| Business expenses | 3 365 | 20 031 | 60 606 | 84 002 |
| Marketing expenses | 76 | 2 607 | 10 446 | 13 129 |
| Depreciation, amortisation and impairment of equipment, software and  intangibles | 69 | — | 6 096 | 6 165 |
|  | 15 366 | 47 860 | 534 493 | 597 719 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Specialist Banking | | Total Group |
|  | Private Client | | Corporate,  Investment  Banking and  Other |
| For the year to   31 March 2024 \* | Wealth &  Investment | Private Banking |
| £’000 |
| Staff costs | 8 520 | 21 238 | 398 817 | 428 575 |
| Premises expenses | 512 | 1 244 | 26 804 | 28 560 |
| Equipment expenses (excluding depreciation) | 2 650 | 6 264 | 41 899 | 50 813 |
| Business expenses | 2 347 | 17 754 | 86 205 | 106 306 |
| Marketing expenses | 29 | 3 363 | 5 960 | 9 352 |
| Depreciation, amortisation and impairment of equipment, software and  intangibles | 120 | — | 3 006 | 3 126 |
|  | 14 178 | 49 863 | 562 691 | 626 732 |

\*Following a strategic review of our Private Capital business, previously reported as part of our Private Banking segment, the business is now reported in the Corporate,

Investment Banking and Other segment. The comparative period has been restated to reflect this change.

During the year, the average number of permanent employees was 2 331 ( 2024 : 3 591).

150

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

7.

#### Operating costs

#### (continued)

The amounts below represent the costs incurred or to be incurred by the Group in respect of the audit of the financial statements

and for other audit related services for the respective financial years.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Deloitte (2025)/Ernst & Young (2024) fees |  |  |  |  |
| Total audit fees | 5 274 |  | 5 852 |  |
| Audit of the Group’s accounts | 4 758 |  | 3 465 |  |
| Audit of the Group’s subsidiaries | 516 |  | 2 387 |  |
| Total non-audit fees | 1 017 |  | 1 118 |  |
| Audit related assurance services1 | — |  | 759 |  |
| Other assurance services2 | 439 |  | 346 |  |
| Services related to corporate finance transactions3 | — |  | 13 |  |
| Other non-audit services | 578 |  | — |  |
| Total auditor’s remuneration | 6 291 |  | 6 970 |  |

1.Audit related assurance fees consist of reviews of interim financial information.

2.Other assurance services relate to services required by law or regulation (including agreed-upon-procedures relating to statutory and regulatory filings and reporting

to regulators on client assets).

3.Corporate finance transaction services relate to comfort letters on debt issuances.

151

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

8.

#### Share-based payments

The Investec Group operates share option and long-term share incentive plans for employees, the majority of which are on an

equity-settled basis. The purpose of the staff share schemes is to promote an  esprit de corps  within the organisation, create an

awareness of Investec Group’s performance and provide an incentive to maximise individual business unit and Investec Group

performance by allowing all staff to share in the risks and rewards of the Investec Group.

Awards made under the UK share schemes are settled in Investec Plc shares (INVP).

These awards are contingent on the continued employment of employees up to the date of vesting.

Equity-settled awards granted under Investec share plans

The share incentive plans are granted in the following award types, each of which vest in line with the specified parameters.

Forfeitable share awards are shares held in the name of or for the benefit of an employee, for which the employee has dividend and

voting rights.

Conditional awards are the right to receive a share at a future date once the service conditions have been met. Employees do not

have a right to dividends or voting rights on these grants until vesting.

Nil-cost options are share options in respect of which no option price is payable and where the employee has no dividends or

voting rights.

Forfeitable and conditional awards and nil cost options are awarded to employees for no consideration. These are settled by grants

from the Investec Group’s share scheme trusts, which acquire shares through purchase of shares on market.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| For the year to   31 March | 2025 |  | 2024^ |
| £’000 |  |
| Share-based payment expense: |  |  |  |
| Equity-settled | 20 005 |  | 19 389 |

Group

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Weighted average fair value of awards granted in the year |  |  |  |  |
| UK schemes | 18 522 |  | 17 029 |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK schemes | | | | | |
|  | 2025 | |  | 2024 | |  |
| Details of awards outstanding during the year | Number  of share  awards | Weighted  average  exercise  price  £ |  | Number  of share  awards | Weighted  average  exercise  price  £ |  |
| Outstanding at the beginning of the year | 22 018 834 | — |  | 23 667 017 | — |  |
| Deconsolidation of subsidiaries | — | — |  | (748 335) | — |  |
| Transfer of employees during the year | — | — |  | 375 | — |  |
| Granted during the year | 3 743 001 | — |  | 4 192 672 | — |  |
| Exercised during the year^ | (6 690 728) | — |  | (4 434 180) | — |  |
| Awards forfeited during the year | (617 459) | — |  | (658 715) | — |  |
| Outstanding at the end of the year | 18 453 648 | — |  | 22 018 834 | — |  |
| Exercisable at the end of the year | 324 315 | — |  | 418 451 | — |  |

^The weighted average share price of options exercised during the year was £5.37 (2024: £4.58).

The weighted average share price during the year was £5.50 (2024: £4.81).

152

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

8.

#### Share-based payments

#### (continued)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional information relating to awards: | 2025 |  | 2024 |  |
| Long-term incentive grants with no strike price |  |  |  |  |
| Exercise price range | £nil |  | £nil |  |
| Weighted average remaining contractual life | 1.54 years |  | 1.58 years |  |
| Weighted average fair value of awards and long-term grants at measurement date | £4.95 |  | £4.06 |  |
| The fair values of awards granted were calculated at market price, adjusted for relevant terms  and conditions as applicable. For awards granted during the year, the inputs into the model were  as follows: |  |  |  |  |
| – Share price at date of grant | £5.16–£5.77 |  | £4.25–£5.13 |  |
| – Exercise price | £nil |  | £nil |  |
| – Expected volatility | n/a |  | n/a |  |
| – Award life | 0–7.01 years |  | 2.00–7.01 years |  |
| – Expected dividend yields | n/a |  | n/a |  |
| – Risk-free rate | n/a |  | n/a |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK schemes | | | | | |
|  | 2025 | |  | 2024 | |  |
| Year of vesting by award type | Number  of share  awards  outstanding | Year of  vesting |  | Number  of share  awards  outstanding | Year of vesting |  |
| Conditional awards | 618 203 | 3,4,5 |  | 384 616 | 3,4,5 |  |
| Executive conditional awards | 2 286 955 | 1,2,3 & 3,4,5  & 3,4,5,6,7 |  | 3 174 305 | 1,2,3 & 3,4,5  & 3,4,5,6,7 |  |
| Forfeitable shares | 15 533 490 | 3,4,5 |  | 18 444 913 | 3,4,5 |  |
| Nil-cost options | 15 000 | 4,5 |  | 15 000 | 4,5 |  |
| Outstanding at the end of the year | 18 453 648 |  |  | 22 018 834 |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Vesting period of outstanding options by financial year | 2025 |  | 2024 |  |
| Year to 31 March 2024 | — |  | 418 451 |  |
| Year to 31 March 2025 | 324 315 |  | 6 462 466 |  |
| Year to 31 March 2026 | 7 719 997 |  | 8 013 889 |  |
| Year to 31 March 2027 | 4 019 697 |  | 4 152 224 |  |
| Year to 31 March 2028 | 3 818 374 |  | 2 766 737 |  |
| Year to 31 March 2029 | 2 404 331 |  | 148 711 |  |
| Year to 31 March 2030 | 101 318 |  | 49 567 |  |
| Year to 31 March 2031 | 36 200 |  | 6 789 |  |
| Year to 31 March 2032 | 29 416 |  | — |  |
| Outstanding at the end of the year | 18 453 648 |  | 22 018 834 |  |

153

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

8.

#### Share-based payments

#### (continued)

Company

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Weighted average fair value of awards granted in the year |  |  |  |  |
| UK schemes | 14 375 |  | 13 431 |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK schemes | | | | | |
|  | 2025 | |  | 2024 | |  |
| Details of awards outstanding during the year | Number of  share  awards | Weighted  average  exercise  price  £ |  | Number  of share  awards | Weighted  average  exercise  price  £ |  |
| Outstanding at the beginning of the year | 19 016 003 | — |  | 19 776 521 | — |  |
| Transfer of employees during the year | (204 692) | — |  | (35 312) | — |  |
| Granted during the year | 2 867 082 | — |  | 3 276 702 | — |  |
| Exercised during the year^ | (5 816 488) | — |  | (3 530 524) | — |  |
| Awards forfeited during the year | (554 531) | — |  | (471 384) | — |  |
| Outstanding at the end of the year | 15 307 374 | — |  | 19 016 003 | — |  |
| Exercisable at the end of the year | 180 968 | — |  | 189 609 | — |  |

^The weighted average share price of options exercised during the year was £5.37 (2024: £4.61).

The weighted average share price during the year was £5.50 (2024 : £4.81).

154

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

8.

#### Share-based payments

#### (continued)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional information relating to awards: | 2025 |  | 2024 |  |
| Company |  |  |  |  |
| Long-term incentive grants with no strike price |  |  |  |  |
| Exercise price range | £nil |  | £nil |  |
| Weighted average remaining contractual life | 1.48 years |  | 1.55 years |  |
| Weighted average fair value of awards and long-term grants at measurement date | £5.01 |  | £4.10 |  |
| The fair values of awards granted were calculated at market price, adjusted for relevant terms  and conditions as applicable. For awards granted during the year, the inputs into the model were  as follows: |  |  |  |  |
| – Share price at date of grant | £5.16–£5.77 |  | £4.25– £5.13 |  |
| – Exercise price | £nil |  | £nil |  |
| – Expected volatility | n/a |  | n/a |  |
| – Award life | 0–7.01 years |  | 2.00–7.01 years |  |
| – Expected dividend yields | n/a |  | n/a |  |
| – Risk-free rate | n/a |  | n/a |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK schemes | | | | | |
|  | 2025 | |  | 2024 | |  |
| Summary by award type | Number  of share  awards  outstanding | Year of  vesting |  | Number  of share  awards  outstanding | Year of vesting |  |
| Conditional awards | 12 531 | 3,4,5 |  | — |  |  |
| Executive conditional awards | 2 056 240 | 1,2,3 & 3,4,5  & 3,4,5,6,7 |  | 2 848 131 | 1,2,3 & 3,4,5  & 3,4,5,6,7 |  |
| Forfeitable shares | 13 238 603 | 3,4,5 |  | 16 167 872 | 3,4,5 |  |
| Outstanding at the end of the year | 15 307 374 |  |  | 19 016 003 |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Vesting period of outstanding options by financial year | 2025 |  | 2024 |  |
| Year to 31 March 2024 | — |  | 189 609 |  |
| Year to 31 March 2025 | 180 968 |  | 5 736 875 |  |
| Year to 31 March 2026 | 6 789 400 |  | 7 135 866 |  |
| Year to 31 March 2027 | 3 363 820 |  | 3 508 031 |  |
| Year to 31 March 2028 | 3 012 169 |  | 2 258 040 |  |
| Year to 31 March 2029 | 1 809 211 |  | 131 226 |  |
| Year to 31 March 2030 | 86 190 |  | 49 567 |  |
| Year to 31 March 2031 | 36 200 |  | 6 789 |  |
| Year to 31 March 2032 | 29 416 |  | — |  |
| Outstanding at the end of the year | 15 307 374 |  | 19 016 003 |  |

155

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9.

#### Long-term employment benefits

Group

In March 2020, as part of the Investec Asset Management Limited (IAM) demerger, each participant of the Investec Group share

option and long-term share incentive plans received the right to receive one Ninety One plc share award for every two Investec plc

share awards they held. The Ninety One plc share awards were granted on the same terms and vesting period as the Investec plc

awards they related to.

Investec DLC has an obligation to deliver Ninety One plc shares to the holders of Investec plc share awards. Accordingly, this

obligation was classified and measured as an other long-term liability in terms of IAS 19 Employee Benefits (IAS 19). The initial

liability of £5 354 000 was calculated as the fair value of the liability at the date of demerger for the portion of the awards already

vested. The total value of the liability represented past service cost and as a result was accounted for in retained income. The

liability was subsequently measured at fair value through profit and loss.

A further 15% of Investec DLC’s shareholding in Ninety One DLC was distributed to ordinary shareholders on 30 May 2022. Each

participant of the Investec share option and long-term share incentive plans for employees, received the right to receive 0.13751

Ninety One shares for each Investec share option they had.

In addition, management approved the acceleration of certain remaining Ninety One awards. Participants had 90 days to exercise

the acceleration. The acceleration excluded awards made to senior management.

IAS 19 long-term employment benefit liability fair value movement recognised in the income statement for the year ended

31 March 2025  was £0 (31 March 2024: £0.2 million).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2025 | |  | 2024 | |  |
| Details of awards outstanding during the year | Number of  Ninety One  awards | Weighted  average  exercise  price  £ |  | Number of  Ninety One  awards | Weighted  average  exercise  price  £ |  |
| Outstanding at the beginning of the year | 536 787 | — |  | 1 567 698 | — |  |
| Transfer of employees during the year | — | — |  | 74 | — |  |
| Granted during the year | — | — |  | 12 341 | — |  |
| Exercised during the year | (242 258) | — |  | (1 021 957) | — |  |
| Awards reinstated / (lapsed) during the year | 2 046 | — |  | (21 369) | — |  |
| Outstanding at the end of the year | 296 575 | — |  | 536 787 | — |  |
| Exercisable at the end of the year | 123 306 | — |  | 141 765 | — |  |

For the liability calculated, the inputs into the model were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional information relating to awards: | 2025 |  | 2024 |  |
| The fair value of the liability was calculated by using the Black-Scholes option pricing model. |  |  |  |  |
| – Listed share price at 31 March | £1.44 |  | £1.71 |  |
| – Exercise price | £nil |  | Nil |  |
| – Expected volatility | 32.62%–33.00% |  | 30.96%–31.37% |  |
| – Award life | 0–3.41 years |  | 0–4.42 years |  |
| – Expected dividend yields | 0%–11.61% |  | 0%–5.54% |  |
| – Risk-free rate | 3.91%–4.28% |  | 3.78%–5.07% |  |

156

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9.

#### Long-term employment benefits

#### (continued)

Company

In March 2020, as part of the Investec Asset Management Limited (IAM) demerger, each participant of the Investec Group share

option and long-term share incentive plans for employees, received the right to receive one Ninety One plc share award for every

two Investec plc share awards they held. The Ninety One plc share awards were granted on the same terms and vesting period

as the Investec plc awards they related to.

Investec DLC has an obligation to deliver Ninety One plc shares to the holders of Investec plc share awards, accordingly this

obligation was classified and measured as another long-term liability in terms of IAS 19 Employee Benefits (IAS 19). The initial

liability of £3 987 000 was calculated as the fair value of the liability at the date of demerger for the portion of the awards already

vested. The total value of the liability represented past service cost and as a result was accounted for in retained income. The

liability was subsequently measured at fair value through profit or loss.

A further 15% of Investec DLC’s shareholding in Ninety One DLC was distributed to ordinary shareholders on 30 May 2022. Each

participant of the Investec share option and long-term share incentive plans for employees, received the right to receive 0.13751

Ninety One shares for each Investec share option they had.

In addition, management approved the acceleration of certain remaining Ninety One awards. Participants had 90 days to exercise

the acceleration. The acceleration excluded awards made to senior management.

IAS 19 long-term employment benefit liability fair value movement recognised in the income statement for the year ended

31 March 2025 was £0 ( 31 March 2024: £0.1 million).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2025 | |  | 2024 | |  |
| Details of awards outstanding during the year | Number of  Ninety One  awards | Weighted  average  exercise  price  £ |  | Number of  Ninety One  awards | Weighted  average  exercise  price  £ |  |
| Outstanding at the beginning of the year | 426 879 | — |  | 1 149 125 | — |  |
| Transfer of employees during the year | — | — |  | (148) | — |  |
| Granted during the year | — | — |  | 12 341 | — |  |
| Exercised during the year | (208 324) | — |  | (728 174) | — |  |
| Awards reinstated / (lapsed) during the year | 2 046 | — |  | (6 265) | — |  |
| Outstanding at the end of the year | 220 601 | — |  | 426 879 | — |  |
| Exercisable at the end of the year | 51 852 | — |  | 44 204 | — |  |

For the liability calculated, the inputs into the model were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional information relating to awards: | 2025 |  | 2024 |  |
| The fair value of the liability was calculated by using the Black-Scholes option pricing model. |  |  |  |  |
| – Listed share price at 31 March | £1.44 | | £1.71 | |
| – Exercise price | £nil |  | £nil |  |
| – Expected volatility | 32.62%–32.92% | | 31.04%–31.37% | |
| – Award life | 0–3.41 years | | 0–4.42 years | |
| – Expected dividend yields | 0%–11.61% | | 0%–5.54% | |
| – Risk-free rate | 3.91%–4.28% | | 3.78%–5.07% | |

157

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

10.

#### Taxation

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Income statement taxation charge |  |  |  |  |
| Current taxation |  |  |  |  |
| UK |  |  |  |  |
| Current taxation on income for the year | 75 449 |  | 95 872 |  |
| Adjustments in respect of prior years | 1 390 |  | 2 095 |  |
| Corporation tax before double tax relief | 76 839 |  | 97 967 |  |
| Double tax relief | (402) |  | (566) |  |
|  | 76 437 |  | 97 401 |  |
| Europe | 8 223 |  | 7 383 |  |
| Australia | 106 |  | 333 |  |
| Other\* | 458 |  | 1 336 |  |
|  | 8 787 |  | 9 052 |  |
| Total current taxation | 85 224 |  | 106 453 |  |
| Deferred taxation |  |  |  |  |
| UK | (5 056) |  | (9 689) |  |
| Europe | 92 |  | (199) |  |
| Other | 157 |  | (36) |  |
| Total deferred taxation | (4 807) |  | (9 924) |  |
| Total taxation charge for the year | 80 417 |  | 96 529 |  |
| Total taxation charge for the year comprises: |  |  |  |  |
| Taxation on operating profit before goodwill | 80 222 |  | 96 956 |  |
| Taxation on acquired intangibles, goodwill and disposal of subsidiaries | 195 |  | (427) |  |
|  | 80 417 |  | 96 529 |  |
| Deferred taxation comprises: |  |  |  |  |
| Origination and reversal of temporary differences | (2 268) |  | (8 560) |  |
| Changes in taxation rates | 462 |  | (616) |  |
| Adjustment in respect of prior years | (3 001) |  | (748) |  |
|  | (4 807) |  | (9 924) |  |
| The deferred taxation credit in the income statement arose from: |  |  |  |  |
| Deferred capital allowances | (10 621) |  | (3 125) |  |
| Income and expenditure accruals | 889 |  | 25 |  |
| Asset in respect of unexpired options | 4 073 |  | (6 349) |  |
| Unrealised fair value adjustment on financial instruments | 203 |  | (283) |  |
| Movement in deferred tax assets related to assessed losses | 649 |  | 33 |  |
| Asset in respect of pension surplus | — |  | 10 |  |
| Deferred tax on acquired intangibles | — |  | (235) |  |
|  | (4 807) |  | (9 924) |  |
| The deferred taxation charge in OCI/equity arose from: |  |  |  |  |
| Asset in respect of unexpired options | 5 291 |  | (6 433) |  |
| Unrealised fair value adjustment on financial instruments | (1 739) |  | 14 119 |  |
|  | 3 552 |  | 7 686 |  |

\*Where Other largely includes India and North America.

158

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

10 .

#### Taxation

#### (continued)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| The rates of corporation tax for the relevant years are: | % |  | % |  |
| UK | 25 |  | 25 |  |
| Europe (average) | 10 |  | 10 |  |
| Australia | 30 |  | 30 |  |
| Profit before taxation | 446 848 |  | 421 742 |  |
| Taxation on profit before taxation | 80 417 |  | 96 529 |  |
| Effective tax rate | 18.0% |  | 22.9% |  |
| The taxation charge on activities for the year is different from the standard rate as detailed below: |  |  |  |  |
| Taxation on profit on ordinary activities before taxation at UK rate of 25% (2024 : 25%) | 111 711 |  | 105 435 |  |
| Taxation adjustments relating to foreign earnings | (11 119) |  | (11 004) |  |
| Taxation relating to prior years | (1 612) |  | 1 347 |  |
| Non-operating items | 12 671 |  | 2 |  |
| Share options accounting expense/(income) | 941 |  | (1 123) |  |
| Non-taxable income | (18 717) |  | (2 238) |  |
| Net other permanent differences | (6 993) |  | (755) |  |
| Bank surcharge | 3 558 |  | 6 910 |  |
| Capital gains – non-taxable/covered by losses | (6 565) |  | 369 |  |
| Movement in unrecognised trading losses | (3 920) |  | (1 798) |  |
| Change in tax rate | 462 |  | (616) |  |
| Total taxation charge as per income statement | 80 417 |  | 96 529 |  |
| Other comprehensive income taxation effects |  |  |  |  |
| Gains on realisation of debt instruments at FVOCI recycled through the income statement | (166) |  | (817) |  |
| Pre-taxation | (230) |  | (966) |  |
| Taxation effect | 64 |  | 149 |  |
| Fair value movements on debt instruments at FVOCI taken directly to other comprehensive income | (6 120) |  | 6 078 |  |
| Pre-taxation | (8 705) |  | 8 188 |  |
| Taxation effect | 2 585 |  | (2 110) |  |
| Cash flow hedge reserve | (11 259) |  | 17 664 |  |
| Pre-taxation | (15 637) |  | 24 533 |  |
| Taxation effect | 4 378 |  | (6 869) |  |
| Statement of changes in equity taxation effects |  |  |  |  |
| Additional Tier 1 capital | (38 356) |  | (20 634) |  |
| Pre-taxation | (38 356) |  | (20 634) |  |
| Taxation effect | — |  | — |  |
| Share-based payment adjustment | (559) |  | 6 984 |  |
| Pre-taxation | — |  | — |  |
| Taxation effect | (559) |  | 6 984 |  |
|  |  |  |  |  |

Global Minimum Tax

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions the Group operates. The legislation is

effective for the Group’s financial year beginning 1 April 2024. The Group is in scope of the enacted or substantively enacted

legislation and has performed an assessment of the Group’s potential exposure to Pillar Two income taxes.

The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country

reporting and financial statements for the constituent entities in the Group. Based on the assessment, the Pillar Two effective tax

rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions

(Guernsey, Jersey and Isle of Man) where the transitional safe harbour relief does not apply and the Pillar Two effective tax rate is

below 15%.

The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts

for it as a current tax when it is incurred.

We will continue to review the impact of the Pillar Two rules as further guidance is released by the OECD and additional

governments implement this tax regime.

159

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

11.

#### Dividends

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Ordinary dividends |  |  |  |  |
| Dividends for current year | 120 000 |  | 89 798 |  |
| Total dividends attributable to ordinary shareholder | 120 000 |  | 89 798 |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Dividend attributable to Additional Tier 1 securities | 38 356 |  | 20 638 |  |

The £200 000 000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities, issued on 16 October 2017, paid a

distribution rate of 6.75% per annum quarterly.

A further £50 000 000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities, issued on 22 January 2019, paid

a distribution rate of 6.75% per annum quarterly after the initial short period distribution paid on 5 March 2019. These notes were

consolidated to form a single series with the £200 000 000 notes issued on 16 October 2017.

£141 892 000 of these securities were bought back on 1 March 2024 and the remaining £108 108 000 were bought back on

5 December 2024.

On 28 February 2024, £350 000 000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities were issued paying

a distribution rate of 10.5% per annum semi-annually.

The dividend is shown gross of UK corporation tax.

160

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

12.

#### Analysis of income and impairments by category of financial instrument

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | At fair value through profit or loss | | |  |
|  | IFRS 9 mandatory | |  |  |
| For the year to   31 March | Trading\*\* | Non-trading\*\* | Designated at  inception |  |
| £’000 |  |
| 2025 |  |  |  |  |
| Interest income | 68 841 | 75 189 | — |  |
| Interest expense | (67 699) | — | — |  |
| Fee and commission income | 17 168 | 1 453 | — |  |
| Fee and commission expense | — | — | — |  |
| Investment income | 8 518 | 40 883 | (60) |  |
| Share of post-taxation profit of associates and joint venture holdings | — | — | — |  |
| Trading income/(loss) arising from |  |  |  |  |
| – customer flow | 93 781 | 78 | — |  |
| – balance sheet management and other trading activities | 279 | 15 299 | — |  |
| Other operating income | — | — | — |  |
| Total operating income/(expense) before expected credit loss | 120 888 | 132 902 | (60) |  |
| Expected credit loss impairments charges | — | — | — |  |
| Operating income/(expense) | 120 888 | 132 902 | (60) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | Trading\*\* | Non-trading\*\* | Designated at  inception |  |
| £’000 |  |
| 2024 |  |  |  |  |
| Interest income^ | 87 342 | 81 632 | — |  |
| Interest expense^ | (78 865) | — | — |  |
| Fee and commission income | 13 685 | 1 054 | — |  |
| Fee and commission expense | — | — | — |  |
| Investment income | (1 365) | 16 554 | (3 550) |  |
| Share of post-taxation profit of associates and joint venture holdings# | — | — | — |  |
| Trading income/(loss) arising from |  |  |  |  |
| – customer flow | 105 349 | (736) | 451 |  |
| – balance sheet management and other trading activities | 372 | 27 119 | — |  |
| Other operating income | — | — | — |  |
| Total operating income/(expense) before expected credit loss | 126 518 | 125 623 | (3 099) |  |
| Expected credit loss impairments charges^^ | — | — | — |  |
| Operating income/(expense) | 126 518 | 125 623 | (3 099) |  |

\*Includes off-balance sheet items.

\*\*Fair value through profit and loss items have been split as trading and non-trading, as defined by regulatory rules for the trading book and banking book requirements,

respectively, other than derivatives, which are all classified as trading. Trading consists of positions held for trading intent or hedge elements of the trading book. Non-

trading consists of income and expenses from positions that are expected to be held to maturity.

^In the current year, net interest income and expense have been disaggregated into interest income and interest expense, the prior period has been re-presented on

the same basis.

^^Expected credit loss impairment charges have also been disaggregated to align with the balance sheet IFRS 9 classification of the underlying assets and off-balance

sheet items.

#Restated as detailed in note 57.

161

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| At fair value  through  comprehensive  income |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Debt  instruments  with a dual  business  model | Amortised  cost | Non-financial  instruments | Other fee  income and  expenses\* |  | Total |  |
|  |  |
|  |  |  |  |  |  |  |
| 235 290 | 1 596 858 | 3 673 | — |  | 1 979 851 |  |
| — | (1 111 982) | (9 709) | — |  | (1 189 390) |  |
| — | 80 872 | — | 94 847 |  | 194 340 |  |
| — | (2 953) | — | (10 911) |  | (13 864) |  |
| 228 | 1 022 | (8 780) | — |  | 41 811 |  |
| — | — | 38 081 | — |  | 38 081 |  |
|  |  |  |  |  |  |  |
| — | (8 317) | — | — |  | 85 542 |  |
| — | (1 330) | — | — |  | 14 248 |  |
| — | 2 595 | (41) | 4 122 |  | 6 676 |  |
| 235 518 | 556 765 | 23 224 | 88 058 |  | 1 157 295 |  |
| (9 886) | (88 258) | — | 1 104 |  | (97 040) |  |
| 225 632 | 468 507 | 23 224 | 89 162 |  | 1 060 255 |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Debt  instruments  with a dual  business  model | Amortised  cost | Non-financial  instruments | Other fee  income and  expenses\* |  | Total |  |
|  |  |
|  |  |  |  |  |  |  |
| 175 370 | 1 578 933 | 10 707 | — |  | 1 933 984 |  |
| — | (1 014 993) | (11 169) | — |  | (1 105 027) |  |
| — | 69 721 | — | 94 310 |  | 178 770 |  |
| — | (2 736) | — | (13 645) |  | (16 381) |  |
| 966 | 700 | (10 680) | — |  | 2 625 |  |
| — | — | 9 032 | — |  | 9 032 |  |
|  |  |  |  |  |  |  |
| — | (1 906) | — | — |  | 103 158 |  |
| — | (372) | — | — |  | 27 119 |  |
| — | 1 554 | — | 1 361 |  | 2 915 |  |
| 176 336 | 630 901 | (2 110) | 82 026 |  | 1 136 195 |  |
| (8 209) | (82 017) | — | 4 229 |  | (85 997) |  |
| 168 127 | 548 884 | (2 110) | 86 255 |  | 1 050 198 |  |

162

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

13.

#### Analysis of financial assets and liabilities by category of financial instruments

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | At fair value through profit or loss | | |
|  | IFRS 9 mandatory | |  |
| At 31 March | Trading\* | Non–trading\* | Designated  at initial  recognition |
| £’000 |
| Group |  |  |  |
| 2025 |  |  |  |
| Assets |  |  |  |
| Cash and balances at central banks | — | — | — |
| Loans and advances to banks | — | — | — |
| Reverse repurchase agreements and cash collateral on securities borrowed | — | 56 413 | — |
| Sovereign debt securities | — | — | — |
| Bank debt securities | — | — | — |
| Other debt securities | — | 49 736 | — |
| Derivative financial instruments | 325 886 | — | — |
| Securities arising from trading activities | 149 912 | — | — |
| Loans and advances to customers | — | 571 929 | — |
| Other loans and advances | — | — | — |
| Investment portfolio | — | 211 753 | — |
| Interests in associated undertakings and joint venture holdings | — | — | — |
| Current taxation assets | — | — | — |
| Deferred taxation assets | — | — | — |
| Other assets | 1 228 | — | — |
| Property and equipment | — | — | — |
| Goodwill | — | — | — |
| Software | — | — | — |
|  | 477 026 | 889 831 | — |
| Liabilities |  |  |  |
| Deposits by banks | — | — | — |
| Derivative financial instruments | 274 791 | — | — |
| Other trading liabilities | 16 242 | — | — |
| Repurchase agreements and cash collateral on securities lent | — | — | — |
| Customer accounts (deposits) | — | — | — |
| Debt securities in issue | — | — | — |
| Current taxation liabilities | — | — | — |
| Other liabilities | — | — | — |
|  | 291 033 | — | — |
| Subordinated liabilities | — | — | — |
|  | 291 033 | — | — |

\*Fair value through profit and loss positions have been split as trading and non-trading, as defined by regulatory rules for the trading book and banking book

requirements, respectively, other than derivatives, which are all classified as trading. Trading consists of positions held for trading intent or hedge elements of the

trading book.

For more information on hedges, please refer to note  49 on pages  [222](#i447e4d363cd344738300acdd42f0e3a0_442)  to [229](#ifc673f09145846e689b235b7346e602a_1630).

163

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| At fair value  through  comprehensive  income |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Debt instrument  with dual  business model |  | Total  instruments at  fair value | Amortised  cost | Non-financial  instruments or  scoped out of  IFRS 9 | Total |  |
|  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| — |  | — | 4 191 750 | — | 4 191 750 |  |
| — |  | — | 859 802 | — | 859 802 |  |
| — |  | 56 413 | 1 584 352 | — | 1 640 765 |  |
| 1 335 652 |  | 1 335 652 | 1 189 050 | — | 2 524 702 |  |
| 324 179 |  | 324 179 | — | — | 324 179 |  |
| 8 777 |  | 58 513 | 712 209 | — | 770 722 |  |
| — |  | 325 886 | — | — | 325 886 |  |
| — |  | 149 912 | — | — | 149 912 |  |
| 2 005 308 |  | 2 577 237 | 14 236 486 | — | 16 813 723 |  |
| — |  | — | 162 882 | — | 162 882 |  |
| — |  | 211 753 | — | — | 211 753 |  |
| — |  | — | — | 832 141 | 832 141 |  |
| — |  | — | — | 7 016 | 7 016 |  |
| — |  | — | — | 120 918 | 120 918 |  |
| — |  | 1 228 | 380 319 | 295 771 | 677 318 |  |
| — |  | — | — | 58 940 | 58 940 |  |
| — |  | — | — | 56 934 | 56 934 |  |
| — |  | — | — | 4 742 | 4 742 |  |
| 3 673 916 |  | 5 040 773 | 23 316 850 | 1 376 462 | 29 734 085 |  |
|  |  |  |  |  |  |  |
| — |  | — | 1 477 568 | — | 1 477 568 |  |
| — |  | 274 791 | — | — | 274 791 |  |
| — |  | 16 242 | — | — | 16 242 |  |
| — |  | — | 178 202 | — | 178 202 |  |
| — |  | — | 21 555 444 | — | 21 555 444 |  |
| — |  | — | 974 371 | — | 974 371 |  |
| — |  | — | — | 9 023 | 9 023 |  |
| — |  | — | 509 303 | 384 243 | 893 546 |  |
| — |  | 291 033 | 24 694 888 | 393 266 | 25 379 187 |  |
| — |  | — | 682 218 | — | 682 218 |  |
| — |  | 291 033 | 25 377 106 | 393 266 | 26 061 405 |  |

164

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

13.

#### Analysis of financial assets and liabilities by category of financial instruments

#### (continued)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | At fair value through profit or loss | | |
|  | IFRS 9 mandatory | |  |
| At 31 March | Trading\* | Non–trading\* | Designated  at initial  recognition |
| £’000 |
| Group |  |  |  |
| 2024^ |  |  |  |
| Assets |  |  |  |
| Cash and balances at central banks | — | — | — |
| Loans and advances to banks | — | — | — |
| Reverse repurchase agreements and cash collateral on securities borrowed | — | 164 319 | — |
| Sovereign debt securities | — | — | — |
| Bank debt securities | — | — | — |
| Other debt securities | — | 59 678 | — |
| Derivative financial instruments | 432 395 | — | — |
| Securities arising from trading activities | 145 200 | 1 433 | 10 699 |
| Loans and advances to customers | — | 641 197 | — |
| Other loans and advances | — | — | — |
| Other securitised assets | — | — | 66 702 |
| Investment portfolio | — | 244 140 | — |
| Interests in associated undertakings and joint venture holdings | — | — | — |
| Current taxation assets | — | — | — |
| Deferred taxation assets | — | — | — |
| Other assets | 4 732 | — | — |
| Property and equipment | — | — | — |
| Goodwill | — | — | — |
| Software | — | — | — |
|  | 582 327 | 1 110 767 | 77 401 |
| Liabilities |  |  |  |
| Deposits by banks | — | — | — |
| Derivative financial instruments | 409 255 | — | — |
| Other trading liabilities | 18 449 | — | — |
| Repurchase agreements and cash collateral on securities lent | — | — | — |
| Customer accounts (deposits) | — | — | — |
| Debt securities in issue | — | — | 9 823 |
| Liabilities arising on securitisation of other assets | — | — | 71 751 |
| Current taxation liabilities | — | — | — |
| Other liabilities | — | — | — |
|  | 427 704 | — | 81 574 |
| Subordinated liabilities | — | — | — |
|  | 427 704 | — | 81 574 |

\*Fair value through profit and loss positions have been split as trading and non-trading, as defined by regulatory rules for the trading book and banking book

requirements, respectively, other than derivatives, which are all classified as trading. Trading consists of positions held for trading intent or hedge elements of the

trading book.

^Restated as detailed in note 57.

For more information on hedges, please refer to note 49  on pages [222](#i447e4d363cd344738300acdd42f0e3a0_442) to [229](#ifc673f09145846e689b235b7346e602a_1630).

165

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
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|  |  |  |  |  |  |
| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| At fair value  through  comprehensive  income |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Debt instrument  with dual  business model |  | Total  instruments at  fair value | Amortised  cost | Non-financial  instruments or  scoped out of  IFRS 9 | Total |  |
|  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| — |  | — | 5 661 623 | — | 5 661 623 |  |
| — |  | — | 676 001 | — | 676 001 |  |
| — |  | 164 319 | 975 796 | — | 1 140 115 |  |
| 993 289 |  | 993 289 | 934 845 | — | 1 928 134 |  |
| 247 263 |  | 247 263 | 49 992 | — | 297 255 |  |
| 8 552 |  | 68 230 | 640 055 | — | 708 285 |  |
| — |  | 432 395 | — | — | 432 395 |  |
| — |  | 157 332 | — | — | 157 332 |  |
| 1 471 371 |  | 2 112 568 | 14 457 745 | — | 16 570 313 |  |
| — |  | — | 145 545 | — | 145 545 |  |
| — |  | 66 702 | — | — | 66 702 |  |
| — |  | 244 140 | — | — | 244 140 |  |
| — |  | — | — | 791 272 | 791 272 |  |
| — |  | — | — | 13 254 | 13 254 |  |
| — |  | — | — | 119 730 | 119 730 |  |
| — |  | 4 732 | 450 714 | 294 901 | 750 347 |  |
| — |  | — | — | 72 947 | 72 947 |  |
| — |  | — | — | 58 082 | 58 082 |  |
| — |  | — | — | 4 571 | 4 571 |  |
| 2 720 475 |  | 4 490 970 | 23 992 316 | 1 354 757 | 29 838 043 |  |
|  |  |  |  |  |  |  |
| — |  | — | 2 174 305 | — | 2 174 305 |  |
| — |  | 409 255 | — | — | 409 255 |  |
| — |  | 18 449 | — | — | 18 449 |  |
| — |  | — | 85 091 | — | 85 091 |  |
| — |  | — | 20 851 216 | — | 20 851 216 |  |
| — |  | 9 823 | 947 064 | — | 956 887 |  |
| — |  | 71 751 | — | — | 71 751 |  |
| — |  | — | — | 8 624 | 8 624 |  |
| — |  | — | 557 111 | 430 326 | 987 437 |  |
| — |  | 509 278 | 24 614 787 | 438 950 | 25 563 015 |  |
| — |  | — | 668 810 | — | 668 810 |  |
| — |  | 509 278 | 25 283 597 | 438 950 | 26 231 825 |  |

166

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

13.

#### Analysis of financial assets and liabilities by category of financial instruments

#### (continued)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | At fair value through profit or loss | | |
|  | IFRS 9 mandatory | |  |
| At 31 March | Trading\* | Non–trading\* | Designated at  initial  recognition |
| £’000 |
| Company |  |  |  |
| 2025 |  |  |  |
| Assets |  |  |  |
| Cash and balances at central banks | — | — | — |
| Loans and advances to banks | — | — | — |
| Reverse repurchase agreements and cash collateral on securities borrowed | — | 56 413 | — |
| Sovereign debt securities | — | — | — |
| Bank debt securities | — | — | — |
| Other debt securities | — | 49 111 | — |
| Derivative financial instruments | 311 854 | — | — |
| Securities arising from trading activities | 149 912 | — | — |
| Loans and advances to customers | — | 512 882 | — |
| Other loans and advances | — | 9 460 | — |
| Investment portfolio | — | 32 027 | — |
| Interests in associated undertakings and joint venture holdings | — | — | — |
| Current taxation assets | — | — | — |
| Deferred taxation assets | — | — | — |
| Other assets | 1 228 | — | — |
| Property and equipment | — | — | — |
| Investment in subsidiaries | — | — |  |
|  | 462 994 | 659 893 | — |
| Liabilities |  |  |  |
| Deposits by banks |  | — | — |
| Derivative financial instruments | 267 909 | — | — |
| Other trading liabilities | 16 242 | — | — |
| Repurchase agreements and cash collateral on securities lent | — | — | — |
| Customer accounts (deposits) | — | — | — |
| Debt securities in issue | — | — | — |
| Other liabilities | — | — | — |
|  | 284 151 | — | — |
| Subordinated liabilities | — | — | — |
|  | 284 151 | — | — |

\*Fair value through profit and loss positions have been split as trading and non-trading, as defined by regulatory rules for the trading book and banking book

requirements, respectively, other than derivatives, which are all classified as trading. Trading consists of positions held for trading intent or hedge elements of the

trading book.

For more information on hedges, please refer to note  49  on pages  [222](#i447e4d363cd344738300acdd42f0e3a0_442) to  [229](#ifc673f09145846e689b235b7346e602a_1630) .

167

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|  |  |  |  |  |  |
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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| At fair value  through  comprehensive  income |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Debt instrument  with dual  business model |  | Total  instruments at  fair value | Amortised  cost | Non-financial  instruments or  scoped out of  IFRS 9 | Total |  |
|  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| — |  | — | 4 175 092 | — | 4 175 092 |  |
| — |  | — | 450 989 | — | 450 989 |  |
| — |  | 56 413 | 1 584 352 | — | 1 640 765 |  |
| 449 340 |  | 449 340 | 1 045 860 | — | 1 495 200 |  |
| 324 179 |  | 324 179 | — | — | 324 179 |  |
| 8 777 |  | 57 888 | 1 337 273 | — | 1 395 161 |  |
| — |  | 311 854 | — | — | 311 854 |  |
| — |  | 149 912 | — | — | 149 912 |  |
| 1 936 974 |  | 2 449 856 | 10 343 625 | — | 12 793 481 |  |
| — |  | 9 460 | 3 331 046 | — | 3 340 506 |  |
| — |  | 32 027 | — | — | 32 027 |  |
| — |  | — | — | 787 400 | 787 400 |  |
| — |  | — | — | 33 049 | 33 049 |  |
| — |  | — | — | 50 454 | 50 454 |  |
| — |  | 1 228 | 359 038 | 28 567 | 388 833 |  |
| — |  | — | — | 35 325 | 35 325 |  |
| — |  | — | — | 461 636 | 461 636 |  |
| 2 719 270 |  | 3 842 157 | 22 627 275 | 1 396 431 | 27 865 863 |  |
|  |  |  |  |  |  |  |
| — |  | — | 1 968 896 | — | 1 968 896 |  |
| — |  | 267 909 | — | — | 267 909 |  |
| — |  | 16 242 | — | — | 16 242 |  |
| — |  | — | 328 534 | — | 328 534 |  |
| — |  | — | 19 952 173 | — | 19 952 173 |  |
| — |  | — | 973 176 | — | 973 176 |  |
| — |  | — | 455 892 | 166 075 | 621 967 |  |
| — |  | 284 151 | 23 678 671 | 166 075 | 24 128 897 |  |
| — |  | — | 682 218 | — | 682 218 |  |
| — |  | 284 151 | 24 360 889 | 166 075 | 24 811 115 |  |

168

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

13 .

#### Analysis of financial assets and liabilities by category of financial instruments

#### (continued)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | At fair value through profit or loss | | |
|  | IFRS 9 mandatory | |  |
| At 31 March | Trading\* | Non–trading\* | Designated  at initial  recognition |
| £’000 |
| Company |  |  |  |
| 2024 |  |  |  |
| Assets |  |  |  |
| Cash and balances at central banks | — | — | — |
| Loans and advances to banks | — | — | — |
| Reverse repurchase agreements and cash collateral on securities borrowed | — | 164 319 | — |
| Sovereign debt securities | — | — | — |
| Bank debt securities | — | — | — |
| Other debt securities | — | 59 421 | 1 064 |
| Derivative financial instruments | 421 230 | — | — |
| Securities arising from trading activities | 145 200 | 1 433 | 10 699 |
| Loans and advances to customers | — | 561 435 | — |
| Other loans and advances | — | 24 124 | — |
| Other securitised assets | — | — | 468 |
| Investment portfolio | — | 43 677 | — |
| Interests in associated undertakings and joint venture holdings | — | — | — |
| Current taxation assets | — | — | — |
| Deferred taxation assets | — | — | — |
| Other assets | 4 732 | — | — |
| Property and equipment | — | — | — |
| Investment in subsidiaries | — | — | — |
|  | 571 162 | 854 409 | 12 231 |
| Liabilities |  |  |  |
| Deposits by banks | — | — | — |
| Derivative financial instruments | 429 675 | — | — |
| Other trading liabilities | 18 449 | — | — |
| Repurchase agreements and cash collateral on securities lent | — | — | — |
| Customer accounts (deposits) | — | — | — |
| Debt securities in issue | — | — | 9 823 |
| Other liabilities | — | — | — |
|  | 448 124 | — | 9 823 |
| Subordinated liabilities | — | — | — |
|  | 448 124 | — | 9 823 |

\*Fair value through profit and loss positions have been split as trading and non-trading, as defined by regulatory rules for the trading book and banking book

requirements, respectively, other than derivatives, which are all classified as trading. Trading consists of positions held for trading intent or hedge elements of the

trading book.

For more information on hedges, please refer to note 49 on pages [222](#i447e4d363cd344738300acdd42f0e3a0_442) to [229](#ifc673f09145846e689b235b7346e602a_1630).

169

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
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|  |  |  |  |  |  |
| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| At fair value  through  comprehensive  income |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Debt instrument  with dual  business model |  | Total  instruments at  fair value | Amortised  cost | Non-financial  instruments or  scoped out of  IFRS 9 | Total |  |
|  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| — |  | — | 5 650 257 | — | 5 650 257 |  |
| — |  | — | 290 068 | — | 290 068 |  |
| — |  | 164 319 | 975 796 | — | 1 140 115 |  |
| 280 438 |  | 280 438 | 796 986 | — | 1 077 424 |  |
| 247 263 |  | 247 263 | 42 268 | — | 289 531 |  |
| 8 552 |  | 69 037 | 1 346 193 | — | 1 415 230 |  |
| — |  | 421 230 | — | — | 421 230 |  |
| — |  | 157 332 | — | — | 157 332 |  |
| 1 471 371 |  | 2 032 806 | 10 659 817 | — | 12 692 623 |  |
| — |  | 24 124 | 3 287 684 | — | 3 311 808 |  |
| — |  | 468 |  | — | 468 |  |
| — |  | 43 677 | — | — | 43 677 |  |
| — |  | — | — | 781 674 | 781 674 |  |
| — |  | — | — | 31 456 | 31 456 |  |
| — |  | — | — | 58 572 | 58 572 |  |
| — |  | 4 732 | 418 149 | 25 093 | 447 974 |  |
| — |  | — | — | 45 716 | 45 716 |  |
| — |  | — | — | 451 867 | 451 867 |  |
| 2 007 624 |  | 3 445 426 | 23 467 218 | 1 394 378 | 28 307 022 |  |
|  |  |  |  |  |  |  |
| — |  | — | 2 558 021 | — | 2 558 021 |  |
| — |  | 429 675 | — | — | 429 675 |  |
| — |  | 18 449 | — | — | 18 449 |  |
| — |  | — | 235 447 | — | 235 447 |  |
| — |  | — | 19 720 605 | — | 19 720 605 |  |
| — |  | 9 823 | 945 871 | — | 955 694 |  |
| — |  | — | 468 790 | 186 235 | 655 025 |  |
| — |  | 457 947 | 23 928 734 | 186 235 | 24 572 916 |  |
| — |  | — | 668 810 | — | 668 810 |  |
| — |  | 457 947 | 24 597 544 | 186 235 | 25 241 726 |  |

170

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

14.

#### Fair value hierarchy

The table below analyses recurring fair value measurements for financial assets and financial liabilities. These fair value

measurements are categorised into different levels in the fair value hierarchy based on the inputs to the valuation technique used.

The different levels are identified as follows:

Level 1 – quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2  – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 –inputs for the asset or liability that are not based on observable market data (unobservable inputs).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | Fair value category | | |  |
| At 31 March | Total  instruments at  fair value |  | Level 1 | Level 2 | Level 3 |  |
| £’000 |  |  |
| Group |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |
| Reverse repurchase agreements and cash collateral  on securities borrowed | 56 413 |  | — | 56 413 | — |  |
| Sovereign debt securities | 1 335 652 |  | 1 335 652 | — | — |  |
| Bank debt securities | 324 179 |  | 324 179 | — | — |  |
| Other debt securities | 58 513 |  | 8 777 | 2 050 | 47 686 |  |
| Derivative financial instruments | 325 886 |  | — | 319 534 | 6 352 |  |
| Securities arising from trading activities | 149 912 |  | 149 912 | — | — |  |
| Loans and advances to customers\* | 2 577 237 |  | — | 45 099 | 2 532 138 |  |
| Investment portfolio | 211 753 |  | 935 | 962 | 209 856 |  |
| Other assets | 1 228 |  | 1 228 | — | — |  |
|  | 5 040 773 |  | 1 820 683 | 424 058 | 2 796 032 |  |
| Liabilities |  |  |  |  |  |  |
| Derivative financial instruments | 274 791 |  | — | 273 964 | 827 |  |
| Other trading liabilities | 16 242 |  | 16 242 | — | — |  |
|  | 291 033 |  | 16 242 | 273 964 | 827 |  |
| Net assets at fair value | 4 749 740 |  | 1 804 441 | 150 094 | 2 795 205 |  |

\*Loans and advances to customers at fair value include instruments where the business model is either to sell the loan or where the business model is to hold to collect

the contractual cash flows but the loan has failed the SPPI test.

Transfers between level 1 and level 2

During the current and prior year there were no transfers between level 1 and level 2.

171

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

14.

#### Fair value hierarchy

#### (continued)

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  | Fair value category | | |
| At 31 March | Total  instruments at  fair value |  | Level 1 | Level 2 | Level 3 |
| £’000 |  |
| Group |  |  |  |  |  |
| 2024^ |  |  |  |  |  |
| Assets |  |  |  |  |  |
| Reverse repurchase agreements and cash collateral  on securities borrowed | 164 319 |  | — | 164 319 | — |
| Sovereign debt securities | 993 289 |  | 993 289 | — | — |
| Bank debt securities | 247 263 |  | 247 263 | — | — |
| Other debt securities | 68 230 |  | 8 552 | 65 | 59 613 |
| Derivative financial instruments | 432 395 |  | — | 421 825 | 10 570 |
| Securities arising from trading activities | 157 332 |  | 157 332 | — | — |
| Loans and advances to customers\* | 2 112 568 |  | — | 70 418 | 2 042 150 |
| Other securitised assets | 66 702 |  | — | — | 66 702 |
| Investment portfolio | 244 140 |  | 793 | 754 | 242 593 |
| Other assets | 4 732 |  | 4 732 | — | — |
|  | 4 490 970 |  | 1 411 961 | 657 381 | 2 421 628 |
| Liabilities |  |  |  |  |  |
| Derivative financial instruments | 409 255 |  | — | 408 321 | 934 |
| Other trading liabilities | 18 449 |  | 18 449 | — | — |
| Debt securities in issue | 9 823 |  | — | 9 823 | — |
| Liabilities arising on securitisation of other assets | 71 751 |  | — | — | 71 751 |
|  | 509 278 |  | 18 449 | 418 144 | 72 685 |
| Net assets at fair value | 3 981 692 |  | 1 393 512 | 239 237 | 2 348 943 |

\*Loans and advances to customers at fair value include instruments where the business model is either to sell the loan or where the business model is to hold to collect

the contractual cash flows but the loan has failed the SPPI test.

^Restated as detailed in note 57.

Transfers between level 1 and level 2

During the current and prior year there were no transfers between level 1 and level 2.

172

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

14.

#### Fair value hierarchy

#### (continued)

Level 3 instruments

The following table is a reconciliation of the opening balances to the closing balances for the fair value measurements in level 3

of the fair value hierarchy:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| For the year to | Investment  portfolio | Loans and  advances to  customers | Other  securitised  assets | Other balance  sheet assets 1^ |  | Total |  |
| £’000 |  |  |
| Group |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |
| Balance as at 1 April 2023 | 309 067 | 1 303 646 | 78 231 | 111 460 |  | 1 802 404 |  |
| Total gains or (losses) | (731) | 175 394 | (1 495) | 1 651 |  | 174 819 |  |
| In the income statement | (731) | 177 180 | (1 495) | 1 651 |  | 176 605 |  |
| In the statement of comprehensive income | — | (1 786) | — | — |  | (1 786) |  |
| Purchases | 31 559 | 2 551 558 | — | 39 709 |  | 2 622 826 |  |
| Sales | (75 323) | (1 058 680) | — | (14 481) |  | (1 148 484) |  |
| Settlements | (18 352) | (898 422) | (10 034) | (74 870) |  | (1 001 678) |  |
| Foreign exchange adjustments | (3 627) | (31 346) | — | 6 714 |  | (28 259) |  |
| Balance as at 31 March 2024 | 242 593 | 2 042 150 | 66 702 | 70 183 |  | 2 421 628 |  |
| Total gains or (losses) | 24 314 | 228 672 | 724 | 2 132 |  | 255 842 |  |
| In the income statement | 24 314 | 209 554 | 724 | 2 132 |  | 236 724 |  |
| In the statement of comprehensive income | — | 19 118 | — | — |  | 19 118 |  |
| Purchases | 20 506 | 3 201 706 | — | 5 478 |  | 3 227 690 |  |
| Sales | (9 340) | (1 166 693) | — | (421) |  | (1 176 454) |  |
| Transfer to associated undertakings and joint venture  holdings | (34 497) | — | — | — |  | (34 497) |  |
| Settlements | (30 111) | (1 730 700) | (8 403) | (16 306) |  | (1 785 520) |  |
| Deconsolidation of subsidiaries | — | — | (59 023) | (1 998) |  | (61 021) |  |
| Transfers out of level 3 | — | (1 825) | — | — |  | (1 825) |  |
| Foreign exchange adjustments | (3 609) | (41 172) | — | (5 030) |  | (49 811) |  |
| Balance as at 31 March 2025 | 209 856 | 2 532 138 | — | 54 038 |  | 2 796 032 |  |

1.Comprises level 3 other debt securities, derivative financial instruments and securities arising from trading.

^Restated as detailed in note 57.

The Group transfers between levels within the fair value hierarchy when the observability of inputs change, or if the valuation

methods change. Transfers are deemed to occur at the end of each semi-annual reporting period.

For the year to  31 March 2025, loans and advances to customers of £1.8 million were transferred from level 3 to level 2. In the prior

year, there were no transfers into or from level 3. The valuation methodologies were reviewed and broker inputs were used to

determine the fair value.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to | Liabilities  arising on  securitisation  of other assets | Other balance  sheet  liabilities 2^ | Total |  |
| £’000 |  |
| Group |  |  |  |  |
| Liabilities |  |  |  |  |
| Balance as at 1 April 2023 | 81 609 | 6 832 | 88 441 |  |
| Total losses | 1 190 | 425 | 1 615 |  |
| In the income statement | 1 190 | 425 | 1 615 |  |
| Deconsolidation of subsidiaries | — | (3 933) | (3 933) |  |
| Settlements | (11 048) | (2 391) | (13 439) |  |
| Foreign exchange adjustments | — | 1 | 1 |  |
| Balance as at 31 March 2024 | 71 751 | 934 | 72 685 |  |
| Total losses | 311 | 29 | 340 |  |
| In the income statement | 311 | 29 | 340 |  |
| Settlements | (7 638) | — | (7 638) |  |
| Deconsolidation of subsidiaries | (64 424) | (136) | (64 560) |  |
| Balance as at 31 March 2025 | — | 827 | 827 |  |

2Comprises level 3 derivative financial instruments and other liabilities.

^Restated as detailed in note 57.

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14.

#### Fair value hierarchy

#### (continued)

The following table quantifies the gains or (losses) included in the income statement and other comprehensive income recognised

on level 3 financial instruments:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| For the year to   31 March | Total |  | Realised | Unrealised |  |
| £’000 |  |  |
| Group |  |  |  |  |  |
| 2025 |  |  |  |  |  |
| Total gains or (losses) included in the income statement for the year |  |  |  |  |  |
| Net interest income\* | 213 436 |  | 187 033 | 26 403 |  |
| Investment income\*\* | 23 689 |  | (10 284) | 33 973 |  |
| Trading income arising from customer flow | (741) |  | — | (741) |  |
|  | 236 384 |  | 176 749 | 59 635 |  |
| Total gains or (losses) included in other comprehensive income for the year |  |  |  |  |  |
| Gains on realisation on debt instruments at FVOCI recycled through  the income statement | 268 |  | 268 | — |  |
| Fair value movements on debt instruments at FVOCI taken directly  to other comprehensive income | 19 118 |  | — | 19 118 |  |
|  | 19 386 |  | 268 | 19 118 |  |
| 2024^ |  |  |  |  |  |
| Total gains or (losses) included in the income statement for the year |  |  |  |  |  |
| Net interest income\* | 174 393 |  | 156 766 | 17 627 |  |
| Investment income\*\* | 2 751 |  | 31 331 | (28 580) |  |
| Trading loss arising from customer flow | (2 154) |  | — | (2 154) |  |
|  | 174 990 |  | 188 097 | (13 107) |  |
| Total gains or (losses) included in other comprehensive income for the year |  |  |  |  |  |
| Gains on realisation on debt instruments at FVOCI recycled through  the income statement | 534 |  | 534 | — |  |
| Fair value movements on debt instruments at FVOCI taken directly  to other comprehensive income | (1 786) |  | — | (1 786) |  |
|  | (1 252) |  | 534 | (1 786) |  |

^Restated as detailed in note 57.

\*Of the above gains, £210 million (2024: £172 million) relates to loans and advances to customers’ and the remainder relates to ‘other debt securities’.

\*\*Of the above gains, £24.3 million (2024: £1.8 million) relates to ‘investment portfolio’ and the remainder relates to other asset and liability categories.

174

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14.

#### Fair value hierarchy

#### (continued)

Level 2 financial assets and financial liabilities

The following table sets out the Group’s principal valuation techniques as at 31 March 2025 used in determining the fair value of its

financial assets and financial liabilities that are classified within level 2 of the fair value hierarchy:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | VALUATION BASIS/TECHNIQUES | | MAIN INPUTS | |
| Assets | | | | |
|  |  |  |  |  |
| Reverse repurchase agreements and  cash collateral on securities borrowed |  | Discounted cash flow model |  | Discount rates |
|  |  |  |  |  |
|  |  |  |  |  |
| Other debt securities |  | Discounted cash flow model |  | Discount rates, swap curves and  negotiable certificate of deposit curves,  external prices and broker quotes |
|  |  |  |  |  |
|  |  |  |  |  |
| Derivative financial instruments |  | Discounted cash flow model, Hermite  interpolation and industry standard  derivative pricing models including Black-  Scholes and Local Volatility |  | Discount rate, risk-free rate, volatilities,  forex forward points and spot rates,  interest rate swap curves and credit  curves |
|  |  |  |  |  |
|  |  |  |  |  |
| Investment portfolio |  | Discounted cash flow model and  net asset value model |  | Discount rate and net assets |
|  |  | Comparable quoted inputs |  | Discount rate and fund unit price |
|  |  |  |  |  |
| Loans and advances to customers |  | Discounted cash flow model |  | Yield curves |
|  |  | Broker inputs |  | Broker quotes |
|  |  |  |  |  |
| Liabilities | | | | |
|  |  |  |  |  |
| Derivative financial instruments |  | Discounted cash flow model, Hermite  interpolation and industry standard  derivative pricing models including Black-  Scholes and Local Volatility |  | Discount rate, risk-free rate, volatilities,  forex forward points and spot rates,  interest rate swap curves and credit  curves |
|  |  |  |  |  |
|  |  |  |  |  |
| Debt securities in issue |  | Discounted cash flow model, Hermite  interpolation and industry standard  derivative pricing models including Local  Volatility |  | Discount rate, risk-free rate, volatilities,  forex forward points and spot rates,  interest rate swap curves and credit  curves |
|  |  |  |  |  |

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14.

#### Fair value hierarchy

#### (continued)

Sensitivity of fair values to reasonably possible alternative assumptions by level 3 instrument type

The fair value of financial instruments in level 3 are measured using valuation techniques that incorporate assumptions that are not

evidenced by prices from observable market data. The table below shows the sensitivity of these fair values to reasonably possible

alternative assumptions, determined at a transactional level: Reasonable possible changes are determined depending on the nature

of the instrument, for example, for credit related inputs, this is a one rating grade movement up or down. In other instances, the

extent of a reasonable change is based on market experience.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 March 2025 | Balance  sheet  value  £’000 | Valuation technique | Significant unobservable input | Range of  unobservable  input used | Favourable  changes  £’000 | Unfavourable  changes  £’000 |  |
| Group |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |
| Other debt securities | 47 686 |  | Potential impact on income statement |  | 1 918 | (3 213) |  |
|  |  | Discounted cash flows | Credit spreads | 0.36%–1.5% | 57 | (105) |  |
|  |  | Discounted cash flows | Cash flow adjustments | CPR 13.94% | 256 | (164) |  |
|  |  | Underlying asset value | Underlying asset value | ^^ | 1 361 | (2 700) |  |
|  |  | Other | Other | ^ | 244 | (244) |  |
|  |  |  |  |  |  |  |  |
| Derivative financial  instruments | 6 352 |  | Potential impact on income statement |  | 1 058 | (702) |  |
|  | Option pricing model | Volatilities | 7.5%–16.95% | — | (1) |  |
|  |  | Underlying asset value | Underlying asset value | ^^ | 1 | (3) |  |
|  |  | Other | Other | ^ | 1 057 | (698) |  |
|  |  |  |  |  |  |  |  |
| Investment portfolio | 209 856 |  | Potential impact on income statement |  | 25 364 | (49 299) |  |
|  |  | Price earnings | Price earnings multiple | 1.6x–7.5x | 5 662 | (10 660) |  |
|  |  | Price earnings | Change in EBITDA | 3.3x–7.8x | 2 768 | (5 502) |  |
|  |  | Discounted cash flows | Discount rate | 10%–15% | 4 446 | (8 314) |  |
|  |  | Underlying asset value | Underlying asset value | ^^ | 9 320 | (18 487) |  |
|  |  | Other | Other | ^ | 3 168 | (6 336) |  |
|  |  |  |  |  |  |  |  |
| Loans and advances  to customers | 2 532 138 |  | Potential impact on income statement |  | 10 221 | (18 713) |  |
|  | Discounted cash flows | Credit spreads | 0.14%–4.65% | 6 263 | (14 212) |  |
|  |  | Discounted cash flows | Credit spreads | 37.33% | 1 557 | (1 557) |  |
|  |  | Price earnings | Price earnings multiple | 4.5x | 675 | (1 101) |  |
|  |  | Underlying asset value | Underlying asset value | ^^ | 1 726 | (1 843) |  |
|  |  |  |  |  |  |  |  |
|  |  |  | Potential impact on other  comprehensive income |  | 17 712 | (32 737) |  |
|  |  | Discounted cash flows | Credit spreads | 0.16%–5.72% | 17 712 | (32 737) |  |
|  |  |  |  |  |  |  |  |
| Total level 3 assets | 2 796 032 |  |  |  | 56 273 | (104 664) |  |
| Liabilities |  |  |  |  |  |  |  |
| Derivative financial  instruments | 827 |  | Potential impact on income statement |  | (12) | — |  |
|  | Other | Other | ^ | (12) | — |  |
|  |  |  |  |  |  |  |  |
| Total level 3 liabilities | 827 |  |  |  | (12) | — |  |
| Net level 3 assets | 2 795 205 |  |  |  |  |  |  |

^Other – The valuation sensitivity has been assessed by adjusting various inputs such as net asset value and probability of recovery rather than a single input. It is

deemed appropriate to reflect the outcome on a portfolio basis for the purposes of this analysis as the sensitivity of the assets cannot be determined through the

adjustment of a single input.

^^Underlying asset values are calculated by reference to a tangible asset, for example, property, aircraft or shares.

176

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14.

#### Fair value hierarchy

#### (continued)

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 March 2024 | Balance  sheet  value  £’000 | Principle valuation  technique | Significant  unobservable input | Range of  unobservable  input used | Favourable  changes  £’000 | Unfavourable  changes  £’000 |  |
| Group |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |
| Other debt securities | 59 613 |  | Potential impact on income statement |  | 2 192 | (3 713) |  |
|  |  | Discounted cash flows | Credit spreads | 0.75%–0.86% | 40 | (68) |  |
|  |  | Discounted cash flows | Cash flow adjustments | CPR 7.62%–11.08% | 214 | (160) |  |
|  |  | Other | Other | ^ | 1 938 | (3 485) |  |
|  |  |  |  |  |  |  |  |
| Derivative financial  instruments# | 10 570 |  | Potential impact on income statement |  | 801 | (894) |  |
|  | Option pricing model | Volatilities | 7.5%–19.1% | 1 | (3) |  |
|  | Discounted cash flows | Cash flow adjustments | CPR 7.62%–11.08% | 2 | (2) |  |
|  | Underlying asset value | Underlying asset value | ^^ | 46 | (93) |  |
|  | Other | Other | ^ | 752 | (796) |  |
|  |  |  |  |  |  |  |  |
| Investment portfolio | 242 593 |  | Potential impact on income statement |  | 24 640 | (48 475) |  |
|  |  | Price earnings | Price earnings multiple | 3.8x-9x | 6 485 | (13 200) |  |
|  |  | Discounted cash flows | Discount rate | 10.0% | 225 | (449) |  |
|  |  | Underlying asset value\* | Underlying asset value | ^^ | 4 546 | (8 120) |  |
|  |  | Other\* | Other | ^ | 13 383 | (26 706) |  |
|  |  |  |  |  |  |  |  |
| Loans and advances  to customers | 2 042 150 |  | Potential impact on income statement |  | 16 027 | (35 018) |  |
|  | Discounted cash flows | Credit spreads | 0.16%–37.8% | 10 840 | (24 697) |  |
|  |  | Price earnings | Price earnings multiple | 3.8x | 2 762 | (6 893) |  |
|  |  | Underlying asset value | Underlying asset value | ^^ | 1 435 | (1 631) |  |
|  |  | Other | Other | ^ | 990 | (1 797) |  |
|  |  |  |  |  |  |  |  |
|  |  |  | Potential impact on other  comprehensive income |  |  |  |  |
|  |  | Discounted cash flows | Credit spreads | 0.14%–5.0% | 12 783 | (24 177) |  |
|  |  |  |  |  |  |  |  |
| Other securitised assets | 66 702 |  | Potential impact on income statement |  |  |  |  |
|  | Discounted cash flows | Cash flow adjustments | CPR 7.62% | 770 | (1 291) |  |
|  |  |  |  |  |  |  |  |
| Total level 3 assets | 2 421 628 |  |  |  | 57 212 | (113 568) |  |
| Liabilities |  |  |  |  |  |  |  |
| Derivative financial  instruments# | 934 |  | Potential impact on income statement |  | (2) | 2 |  |
|  | Option price model | Volatilities | 9%–23.3% | (1) | 2 |  |
|  |  | Other | Other | ^ | (1) | — |  |
|  |  |  |  |  |  |  |  |
| Liabilities arising on  securitisation of other assets | 71 751 |  | Potential impact on income statement |  |  |  |  |
|  | Discounted cash flows | Cash flow adjustments | CPR 7.62% | (805) | 440 |  |
|  |  |  |  |  |  |  |  |
| Total level 3 liabilities | 72 685 |  |  |  | (807) | 442 |  |
| Net level 3 assets | 2 348 943 |  |  |  |  |  |  |

#Restated as detailed in note 57.

\*Due to the addition of valuation techniques into this disclosure, these lines have been disaggregated.

^Other – The valuation sensitivity has been assessed by adjusting various inputs such as net asset value and probability of recovery rather than a single input. It is

deemed appropriate to reflect the outcome on a portfolio basis for the purposes of this analysis as the sensitivity of the assets cannot be determined through the

adjustment of a single input.

^^Underlying asset values are calculated by reference to a tangible asset, for example, property, aircraft or shares.

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14.

#### Fair value hierarchy

#### (continued)

In determining the value of level 3 financial instruments, the following are the principal inputs that can require judgement:

Credit spreads

Credit spreads reflect the additional yield that a market participant would demand for taking exposure to the credit risk

of an instrument. The credit spread for an instrument forms part of the yield used in a discounted cash flow calculation. In general,

a significant increase in a credit spread in isolation will result in a movement in fair value that is unfavourable for the holder

of a financial instrument. It is an unobservable input into a discounted cash flow valuation.

Discount rates

Discount rates are used to adjust for the time value of money when using a discounted cash flow valuation method. Where

relevant, the discount rate also accounts for illiquidity, market conditions and uncertainty of future cash flows.

Volatilities

Volatility is a key input in the valuation of derivative products containing optionality. Volatility is a measure of the variability

or uncertainty in returns for a given derivative underlying. It represents an estimate of how much a particular underlying instrument,

parameter or index will change in value over time.

Cash flows

Cash flows relate to the future cash flows that can be expected from the instrument and requires judgement. Cash flows are input

into a discounted cash flow valuation.

Price earnings multiple

The price-to-earnings ratio is an equity valuation multiple used in the adjustment of underlying market prices. It is a key driver in the

valuation of unlisted investments.

Underlying asset value

In instances where cash flows have links to referenced assets, the underlying asset value is used to determine the fair value.

The underlying asset valuation is derived using observable market prices sourced from broker quotes, specialist valuers or other

reliable pricing sources.

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14.

#### Fair value hierarchy

#### (continued)

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | Fair value category | | |  |
| At 31 March | Total  instruments at  fair value |  | Level 1 | Level 2 | Level 3 |  |
| £’000 |  |  |
| Company |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |
| Reverse repurchase agreements and cash collateral  on securities borrowed | 56 413 |  | — | 56 413 | — |  |
| Sovereign debt securities | 449 340 |  | 449 340 | — | — |  |
| Bank debt securities | 324 179 |  | 324 179 | — | — |  |
| Other debt securities | 57 888 |  | 8 777 | 2 050 | 47 061 |  |
| Derivative financial instruments | 311 854 |  | — | 305 502 | 6 352 |  |
| Securities arising from trading activities | 149 912 |  | 149 912 | — | — |  |
| Loans and advances to customers\* | 2 449 856 |  | — | 1 438 | 2 448 418 |  |
| Other loans and advances | 9 460 |  | — | — | 9 460 |  |
| Investment portfolio | 32 027 |  | — | 962 | 31 065 |  |
| Other assets | 1 228 |  | 1 228 | — | — |  |
|  | 3 842 157 |  | 933 436 | 366 365 | 2 542 356 |  |
| Liabilities |  |  |  |  |  |  |
| Derivative financial instruments | 267 909 |  | — | 267 082 | 827 |  |
| Other trading liabilities | 16 242 |  | 16 242 | — | — |  |
|  | 284 151 |  | 16 242 | 267 082 | 827 |  |
| Net assets at fair value | 3 558 006 |  | 917 194 | 99 283 | 2 541 529 |  |

\*Loans and advances to customers at fair value include instruments where the business model is either to sell the loan or where the business model is to hold to collect

the contractual cash flows but the loan has failed the SPPI test.

Transfers between level 1 and level 2

During the current year and prior year there were no transfers between level 1 and level 2.

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14 .

#### Fair value hierarchy

#### (continued)

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | Fair value category | | |  |
| At 31 March | Total  instruments at  fair value |  | Level 1 | Level 2 | Level 3 |  |
| £’000 |  |  |
| Company |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |
| Reverse repurchase agreements and cash collateral  on securities borrowed | 164 319 |  | — | 164 319 | — |  |
| Sovereign debt securities | 280 438 |  | 280 438 | — | — |  |
| Bank debt securities | 247 263 |  | 247 263 | — | — |  |
| Other debt securities | 69 037 |  | 8 552 | 65 | 60 420 |  |
| Derivative financial instruments | 421 230 |  | — | 413 245 | 7 985 |  |
| Securities arising from trading activities | 157 332 |  | 157 332 | — | — |  |
| Loans and advances to customers\* | 2 032 806 |  | — | — | 2 032 806 |  |
| Other securitised assets | 468 |  | — | — | 468 |  |
| Other loans and advances | 24 124 |  | — | — | 24 124 |  |
| Investment portfolio | 43 677 |  | 35 | 754 | 42 888 |  |
| Other assets | 4 732 |  | 4 732 | — | — |  |
|  | 3 445 426 |  | 698 352 | 578 383 | 2 168 691 |  |
| Liabilities |  |  |  |  |  |  |
| Derivative financial instruments | 429 675 |  | — | 407 673 | 22 002 |  |
| Other trading liabilities | 18 449 |  | 18 449 | — | — |  |
| Debt securities in issue | 9 823 |  | — | 9 823 | — |  |
|  | 457 947 |  | 18 449 | 417 496 | 22 002 |  |
| Net assets at fair value | 2 987 479 |  | 679 903 | 160 887 | 2 146 689 |  |

\*Loans and advances to customers at fair value include instruments where the business model is either to sell the loan or where the business model is to hold to collect

the contractual cash flows but the loan has failed the SPPI test.

Transfers between level 1 and level 2

During the current year and prior year there were no transfers between level 1 and level 2.

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14 .

#### Fair value hierarchy

#### (continued)

Level 3 instruments

The following table is a reconciliation of the opening balances to the closing balances for the fair value measurements in level 3

of the fair value hierarchy:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| For the year to | Investment  portfolio | Loans and  advances to  customers | Other  securitised  assets | Other balance  sheet assets 1 | Total |  |
| £’000 |  |
| Company |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |
| Balance as at 1 April 2023 | 45 125 | 1 293 046 | 4 005 | 109 083 | 1 451 259 |  |
| Total gains or (losses) | 138 | 176 062 | (3 537) | 3 405 | 176 068 |  |
| In the income statement | 138 | 177 848 | (3 537) | 3 405 | 177 854 |  |
| In the statement of comprehensive income | — | (1 786) | — | — | (1 786) |  |
| Purchases | 20 528 | 2 551 450 | — | 64 230 | 2 636 208 |  |
| Sales | (4 496) | (1 058 680) | — | (14 481) | (1 077 657) |  |
| Settlements | (17 716) | (898 105) | — | (76 886) | (992 707) |  |
| Foreign exchange adjustments | (691) | (30 967) | — | 7 178 | (24 480) |  |
| Balance as at 31 March 2024 | 42 888 | 2 032 806 | 468 | 92 529 | 2 168 691 |  |
| Total gains or (losses) | (1 798) | 228 566 | (157) | 4 156 | 230 767 |  |
| In the income statement | (1 798) | 209 448 | (157) | 4 156 | 211 649 |  |
| In the statement of comprehensive income | — | 19 118 | — | — | 19 118 |  |
| Purchases | 5 104 | 3 121 074 | — | 5 055 | 3 131 233 |  |
| Sales | — | (1 160 858) | (311) | (14 560) | (1 175 729) |  |
| Settlements | (14 469) | (1 730 700) | — | (18 716) | (1 763 885) |  |
| Transfers out of level 3 | — | (1 825) | — | — | (1 825) |  |
| Foreign exchange adjustments | (660) | (40 645) | — | (5 591) | (46 896) |  |
| Balance as at 31 March 2025 | 31 065 | 2 448 418 | — | 62 873 | 2 542 356 |  |

1.Comprises level 3 other debt securities, derivative financial instruments, other loans and advances and securities arising from trading.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to | Derivative  financial  instruments |  | Total |  |
| £’000 |  |  |
| Company |  |  |  |  |
| Liabilities |  |  |  |  |
| Balance as at 1 April 2023 | 21 998 |  | 21 998 |  |
| Total (gains) | (458) |  | (458) |  |
| In the income statement | (458) |  | (458) |  |
| Foreign exchange adjustments | 462 |  | 462 |  |
| Balance as at 31 March 2024 | 22 002 |  | 22 002 |  |
| Total (gains) | 48 |  | 48 |  |
| In the income statement | 48 |  | 48 |  |
| Settlements | (21 223) |  | (21 223) |  |
| Balance as at 31 March 2025 | 827 |  | 827 |  |

The Group transfers between levels within the fair value hierarchy when the observability of inputs change, or if the valuation

methods change. Transfers are deemed to occur at the end of each semi-annual reporting period.

For the  year to 31 March 2025, loans and advances to customers of £1.8 million were transferred from level 3 to level 2. In the prior

year, there were no transfers into or from level 3. The valuation methodologies were reviewed and broker inputs were used to

determine the fair value.

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14.

#### Fair value hierarchy

#### (continued)

The following table quantifies the gains or (losses) included in the income statement and other comprehensive income recognised

on level 3 financial instruments:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| For the year to 31 March | Total |  | Realised | Unrealised |  |
| £’000 |  |  |
| Company |  |  |  |  |  |
| 2025 |  |  |  |  |  |
| Total gains or (losses) included in the income statement for the period |  |  |  |  |  |
| Net interest income\* | 214 732 |  | 188 431 | 26 301 |  |
| Investment income | (2 387) |  | (10 060) | 7 673 |  |
| Trading income arising from customer flow | (744) |  |  | (744) |  |
|  | 211 601 |  | 178 371 | 33 230 |  |
| Total gains or (losses) included in other comprehensive income for the period |  |  |  |  |  |
| Gains on realisation on debt instruments at FVOCI recycled through  the income statement | 268 |  | 268 | — |  |
| Fair value movements on debt instruments at FVOCI taken directly  to other comprehensive income | 19 118 |  | — | 19 118 |  |
|  | 19 386 |  | 268 | 19 118 |  |
| 2024 |  |  |  |  |  |
| Total gains or (losses) included in the income statement for the period |  |  |  |  |  |
| Net interest income\* | 177 923 |  | 157 749 | 20 174 |  |
| Investment income | 1 617 |  | 8 558 | (6 941) |  |
| Trading loss arising from customer flow | (2 143) |  |  | (2 143) |  |
|  | 177 397 |  | 166 307 | 11 090 |  |
| Total gains or (losses) included in other comprehensive income for the period |  |  |  |  |  |
| Gains on realisation on debt instruments at FVOCI recycled through  the income statement | 534 |  | 534 | — |  |
| Fair value movements on debt instruments at FVOCI taken directly  to other comprehensive income | (1 786) |  | — | (1 786) |  |
|  | (1 252) |  | 534 | (1 786) |  |

\*Of the above gains, £210 million (2024: £172 million) relates to loans and advances to customers’ and the remainder relates to ‘other debt securities’.

Level 2 financial assets and financial liabilities

The Company follows the Group’s principal valuation techniques set out on page [174](#ibc74952f1eac4c12b4271f76ac007cbb_6806) in determining the fair value of its financial

assets and financial liabilities that are classified within level 2 of the fair value hierarchy.

182

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14.

#### Fair value hierarchy

#### (continued)

Sensitivity of fair values to reasonably possible alternative assumptions by level 3 instrument type

The fair value of financial instruments in level 3 are measured using valuation techniques that incorporate assumptions that are not

evidenced by prices from observable market data. The table below shows the sensitivity of these fair values to reasonably possible

alternative assumptions, determined at a transactional level:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 March 2025 | Balance  sheet  value  £’000 | Principle valuation  technique | Significant unobservable input | Range of  unobservable  input used | Favourable  changes  £’000 | Unfavourable  changes  £’000 |  |
| Company |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |
| Other debt securities | 47 061 |  | Potential impact on income statement |  | 1 914 | (3 205) |  |
|  |  | Discounted cash flows | Credit spreads | 0.36%–1.5% | 53 | (97) |  |
|  |  | Discounted cash flows | Cash flow adjustments | CPR 13.94% | 256 | (164) |  |
|  |  | Underlying asset value | Underlying asset value^^ | ^^ | 1 361 | (2 700) |  |
|  |  | Other | Other | ^ | 244 | (244) |  |
|  |  |  |  |  |  |  |  |
| Derivative financial  instruments | 6 352 |  | Potential impact on income statement |  | 1 058 | (702) |  |
|  | Option pricing model | Volatilities | 7.5%–16.95% | — | (1) |  |
|  |  | Underlying asset value | Underlying asset value | ^^ | 1 | (3) |  |
|  |  | Other | Other | ^ | 1 057 | (698) |  |
|  |  |  |  |  |  |  |  |
| Investment portfolio | 31 065 |  | Potential impact on income statement |  | 3 132 | (6 607) |  |
|  |  | Discounted cash flows | Discount rate | 15% | 44 | (82) |  |
|  |  | Underlying asset value | Underlying asset value | ^^ | 2 561 | (5 470) |  |
|  |  | Other | Other | ^ | 527 | (1 055) |  |
|  |  |  |  |  |  |  |  |
| Loans and advances to  customers | 2 448 418 |  | Potential impact on income statement |  | 9 141 | (16 798) |  |
|  | Discounted cash flows | Credit spreads | 0.14%–4.65% | 6 068 | (13 818) |  |
|  | Discounted cash flows | Credit spreads | 37.33% | 1 557 | (1 557) |  |
|  | Underlying asset value | Underlying asset value | ^^ | 1 516 | (1 423) |  |
|  |  |  |  |  |  |  |
|  |  | Potential impact on other  comprehensive income |  |  |  |  |
|  | Discounted cash flows | Credit spreads | 0.16%–5.72% | 15 653 | (28 974) |  |
|  |  |  |  |  |  |  |  |
| Other loans and advances | 9 460 |  | Potential impact on income statement |  | 711 | — |  |
|  |  | Other | Other^ | ^ | 711 | — |  |
|  |  |  |  |  |  |  |  |
| Total level 3 assets | 2 542 356 |  |  |  | 31 609 | (56 286) |  |
| Liabilities |  |  |  |  |  |  |  |
| Derivative financial  instruments | 827 |  | Potential impact on income statement |  | (12) | — |  |
|  |  | Other | Other | ^ | (12) | — |  |
|  |  |  |  |  |  |  |  |
| Total level 3 liabilities | 827 |  |  |  | (12) | — |  |
| Net level 3 assets | 2 541 529 |  |  |  |  |  |  |

^Other – The valuation sensitivity has been assessed by adjusting various inputs such as net asset value and probability of recovery rather than a single input. It is

deemed appropriate to reflect the outcome on a portfolio basis for the purposes of this analysis as the sensitivity of the assets cannot be determined through the

adjustment of a single input.

^^Underlying asset values are calculated by reference to a tangible asset, for example, property, aircraft or shares.

183

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14.

#### Fair value hierarchy

#### (continued)

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 March 2024 | Balance  sheet  value  £’000 | Principle valuation  technique | Significant unobservable input | Range of  unobservable  input used | Favourable  changes  £’000 | Unfavourable  changes  £’000 |  |
| Company |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |
| Other debt securities | 60 420 |  | Potential impact on income statement |  | 2 214 | (3 720) |  |
|  |  | Discounted cash flows | Credit spreads | 0.75%–0.86% | 39 | (66) |  |
|  |  | Discounted cash flows | Cash flow adjustments | CPR 7.62%–11.08% | 237 | (169) |  |
|  |  | Other | Other | ^ | 1 938 | (3 485) |  |
|  |  |  |  |  |  |  |  |
| Derivative financial  instruments | 7 985 |  | Potential impact on income statement |  | 799 | (891) |  |
|  |  | Option pricing model | Volatilities | 7.5%–19.1% | 1 | (3) |  |
|  |  | Underlying asset value | Underlying asset value | ^^ | 46 | (93) |  |
|  |  | Other | Other | ^ | 752 | (795) |  |
|  |  |  |  |  |  |  |  |
| Investment portfolio | 42 888 |  | Potential impact on income statement |  | 4 372 | (8 969) |  |
|  |  | Underlying asset value\* | Underlying asset value | ^^ | 1 605 | (3 436) |  |
|  |  | Other\* | Other | ^ | 2 767 | (5 533) |  |
|  |  |  |  |  |  |  |  |
| Loans and advances  to customers | 2 032 806 |  | Potential impact on income statement |  | 13 070 | (27 734) |  |
|  | Discounted cash flows | Credit spreads | 0.16%–37.8% | 10 840 | (24 697) |  |
|  | Underlying asset value | Underlying asset value | ^^ | 1 240 | (1 240) |  |
|  | Other | Other | ^ | 990 | (1 797) |  |
|  |  | Potential impact on other  comprehensive income |  |  |  |  |
|  | Discounted cash flows | Credit spreads | 0.14%–5.0% | 12 783 | (24 177) |  |
|  |  |  |  |  |  |  |  |
| Other securitised assets | 468 |  | Potential impact on income statement |  |  |  |  |
|  |  | Discounted cash flows | Cash flow adjustments | CPR 11.08% | 317 | (468) |  |
|  |  |  |  |  |  |  |  |
| Other loans and advances | 24 124 |  | Potential impact on income statement |  |  |  |  |
|  |  | Other | Other | ^ | 96 | (1 906) |  |
|  |  |  |  |  |  |  |  |
| Total level 3 assets | 2 168 691 |  |  |  | 33 651 | (67 865) |  |
| Liabilities |  |  |  |  |  |  |  |
| Derivative financial  instruments | 22 002 |  | Potential impact on income statement |  | (316) | (654) |  |
|  |  | Discounted cash flows | Discount rate | 10.93%–13.1% | (314) | (652) |  |
|  |  | Option pricing model | Volatilities | 9%–22.3% | (1) | (2) |  |
|  |  | Other | Other | ^ | (1) | — |  |
|  |  |  |  |  |  |  |  |
| Total level 3 liabilities | 22 002 |  |  |  | (316) | (654) |  |
| Net level 3 assets | 2 146 689 |  |  |  |  |  |  |

\*Due to the addition of valuation techniques into this disclosure, these lines have been disaggregated.

^Other – The valuation sensitivity has been assessed by adjusting various inputs such as net asset value and probability of recovery rather than a single input. It is

deemed appropriate to reflect the outcome on a portfolio basis for the purposes of this analysis as the sensitivity of the assets cannot be determined through the

adjustment of a single input.

^^Underlying asset values are calculated by reference to a tangible asset, for example, property, aircraft or shares.

184

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15.

#### Fair value of financial instruments at amortised cost

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  | Level within the fair value hierarchy | | |  |
| At 31 March | Carrying  amount | Fair value  approximates  carrying  amount | Balances  where fair  values do not  approximate  carrying  amounts | Fair value of  balances that  do not  approximate  carrying  amounts |  | Level 1 | Level 2 | Level 3 |  |
| £’000 |  |  |
| Group |  |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |
| Cash and balances  at central banks | 4 191 750 | 4 191 750 | — | — |  | — | — | — |  |
| Loans and advances to banks | 859 802 | 859 802 | — | — |  | — | — | — |  |
| Reverse repurchase  agreements and cash collateral  on securities borrowed | 1 584 352 | 1 318 407 | 265 945 | 266 404 |  | — | 266 404 | — |  |
| Sovereign debt securities | 1 189 050 | 421 866 | 767 184 | 767 504 |  | 767 504 | — | — |  |
| Other debt securities | 712 209 | 75 979 | 636 230 | 629 936 |  | — | 629 936 | — |  |
| Loans and advances to  customers | 14 236 486 | 564 094 | 13 672 392 | 13 643 949 |  | — | 1 006 893 | 12 637 056 |  |
| Other loans and advances | 162 882 | 114 694 | 48 188 | 48 164 |  | — | 48 164 | — |  |
| Other assets | 380 319 | 380 319 | — | — |  | — | — | — |  |
|  | 23 316 850 | 7 926 911 | 15 389 939 | 15 355 957 |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |
| Deposits by banks | 1 477 568 | 201 160 | 1 276 408 | 1 282 354 |  | — | 1 282 354 | — |  |
| Repurchase agreements  and cash collateral  on securities lent | 178 202 | 178 202 | — | — |  | — | — | — |  |
| Customer accounts (deposits) | 21 555 444 | 13 573 368 | 7 982 076 | 7 949 847 |  | — | 7 949 847 | — |  |
| Debt securities in issue | 974 371 | 1 194 | 973 177 | 980 488 |  | 848 810 | 131 678 | — |  |
| Other liabilities | 509 303 | 508 621 | 682 | 189 |  | — | — | 189 |  |
| Subordinated liabilities | 682 218 | — | 682 218 | 712 548 |  | 712 548 | — | — |  |
|  | 25 377 106 | 14 462 545 | 10 914 561 | 10 925 426 |  |  |  |  |  |

For the year ended  31 March 2025 , there were insignificant disposals of financial instruments measured at amortised cost.

For financial assets and financial liabilities that are liquid or have a short-term maturity (less than three months) it is assumed that

the carrying amounts approximate their fair value. These assets and liabilities include demand deposits, savings accounts without

a specific maturity, which are included in customer accounts (deposits), and variable rate instruments.

Financial instruments for which fair value does not approximate carrying value

Differences in amortised cost and fair value occur in fixed rate instruments. The fair value of fixed rate financial assets and financial

liabilities carried at amortised cost are estimated by comparing spreads earned on the transactions with spreads earned on similar

new transactions entered into by the Group. The estimated fair value of fixed interest-bearing deposits is based on discounted

cash flows, using prevailing money market interest rates for debts with similar credit risk and maturity. For quoted subordinated

debt issued, the fair values are calculated based on quoted market prices. For those notes issued where quoted market prices are

not available, a discounted cash flow model is used based on a current interest rate yield curve appropriate for the remaining term

to maturity.

185

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15.

#### Fair value of financial instruments at amortised cost

#### (continued)

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  | Level within the fair value hierarchy | | |  |
| At 31 March | Carrying  amount | Fair value  approximates  carrying  amount | Balances  where fair  values do not  approximate  carrying  amounts | Fair value of  balances that  do not  approximate  carrying  amounts |  | Level 1 | Level 2 | Level 3 |  |
| £’000 |  |  |
| Group |  |  |  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |
| Cash and balances  at central banks | 5 661 623 | 5 661 623 | — | — |  | — | — | — |  |
| Loans and advances to banks | 676 001 | 676 001 | — | — |  | — | — | — |  |
| Reverse repurchase  agreements and cash collateral  on securities borrowed | 975 796 | 904 973 | 70 823 | 70 775 |  | — | 70 775 | — |  |
| Sovereign debt securities | 934 845 | 4 253 | 930 592 | 930 937 |  | 930 937 | — | — |  |
| Bank debt securities | 49 992 | — | 49 992 | 50 432 |  | 50 432 | — | — |  |
| Other debt securities | 640 055 | 26 958 | 613 097 | 614 800 |  | — | 614 800 | — |  |
| Loans and advances  to customers | 14 457 745 | 542 986 | 13 914 759 | 13 715 487 |  | — | 982 824 | 12 732 663 |  |
| Other loans and advances | 145 545 | 99 497 | 46 048 | 46 167 |  | — | 46 167 | — |  |
| Other assets | 450 714 | 450 714 | — | — |  | — | — | — |  |
|  | 23 992 316 | 8 367 005 | 15 625 311 | 15 428 598 |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |
| Deposits by banks | 2 174 305 | 271 520 | 1 902 785 | 1 917 265 |  | — | 1 917 265 | — |  |
| Repurchase agreements and  cash collateral on securities lent | 85 091 | 85 091 | — | — |  | — | — | — |  |
| Customer accounts (deposits) | 20 851 216 | 10 018 541 | 10 832 675 | 10 810 561 |  | — | 10 810 561 | — |  |
| Debt securities in issue | 947 064 | 1 194 | 945 870 | 951 478 |  | 665 266 | 286 212 | — |  |
| Other liabilities | 557 111 | 555 484 | 1 627 | 536 |  | — | — | 536 |  |
| Subordinated liabilities | 668 810 | — | 668 810 | 661 143 |  | 661 143 | — | — |  |
|  | 25 283 597 | 10 931 830 | 14 351 767 | 14 340 983 |  |  |  |  |  |

For the year ended  31 March 2024, there were insignificant disposals of financial instruments measured at amortised cost.

186

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15.

#### Fair value of financial instruments at amortised cost

#### (continued)

Fixed rate financial instruments

The fair value of fixed rate financial assets and financial liabilities carried at amortised cost are estimated by comparing spreads

earned on the transactions with spreads earned on similar new transactions entered into by the Group. The estimated fair value

of fixed interest-bearing deposits is based on discounted cash flows, using prevailing money market interest rates for debts

with similar credit risk and maturity.

For quoted subordinated debt issued, the fair values are calculated based on quoted market prices. For those notes issued where

quoted market prices are not available, a discounted cash flow model is used based on a current interest rate yield curve

appropriate for the remaining term to maturity.

Certain financial instruments that would normally be carried at fair value continue to be recognised at transaction price. This occurs

when the fair value would normally be determined using valuation techniques which cannot be relied on due to insufficient external

inputs. This results in gains or losses which have not been recognised on-balance sheet.

The following table sets out the Group’s principal level 2 and 3 valuation techniques used in determining the fair value of its

financial assets and financial liabilities:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Other debt securities |  | Priced with reference to similar trades in an observable market. |
| Reverse repurchase agreements  and cash collateral on  securities borrowed |  | Calculation of the present value of future cash flows, discounted as appropriate. |
| Loans and advances to customers |  | Calculation of the present value of future cash flows, discounted as appropriate. |
| Other loans and advances |  | Calculation of the present value of future cash flows, discounted as appropriate. |
| Deposits by banks |  | Calculation of fair value using appropriate funding rates. |
| Customer accounts (deposits) |  | Where the deposits are short-term in nature, carrying amounts are assumed to approximate  fair value. Where deposits are of longer-term maturities, they are valued using a cash flow  model discounted as appropriate. |
| Debt securities in issue |  | Where the debt securities are fully collateralised, fair value is equal to the carrying value.  Other debt securities are valued using a cash flow model discounted as appropriate to the  securities for funding and interest rates. |
| Other liabilities |  | Where the other liabilities are short-term in nature, carrying amounts are assumed  to approximate fair value. |

187

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15.

#### Fair value of financial instruments at amortised cost

#### (continued)

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  | Level within the fair value hierarchy | | |  |
| At 31 March | Carrying  amount | Fair value  approximates  carrying  amount | Balances  where fair  values do not  approximate  carrying  amounts | Fair value of  balances  that do not  approximate  carrying  amounts |  | Level 1 | Level 2 | Level 3 |  |
| £’000 |  |  |
| Company |  |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |
| Cash and balances  at central banks | 4 175 092 | 4 175 092 | — | — |  | — | — | — |  |
| Loans and advances to banks | 450 989 | 450 989 | — | — |  | — | — | — |  |
| Reverse repurchase agreements  and cash collateral on securities  borrowed | 1 584 352 | 1 318 407 | 265 945 | 266 404 |  | — | 266 404 | — |  |
| Sovereign debt securities | 1 045 860 | 417 699 | 628 161 | 628 112 |  | 628 112 | — | — |  |
| Other debt securities | 1 337 273 | 701 043 | 636 230 | 629 936 |  | — | 629 936 | — |  |
| Loans and advances to customers | 10 343 625 | 304 871 | 10 038 754 | 10 019 795 |  | — | — | 10 019 795 |  |
| Other loans and advances | 3 331 046 | 3 282 858 | 48 188 | 48 164 |  | — | 48 164 | — |  |
| Other assets | 359 038 | 359 038 | — | — |  | — | — | — |  |
|  | 22 627 275 | 11 009 997 | 11 617 278 | 11 592 411 |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |
| Deposits by banks | 1 968 896 | 692 487 | 1 276 409 | 1 282 354 |  | — | 1 282 354 | — |  |
| Repurchase agreements and cash  collateral on securities lent | 328 534 | 328 534 | — | — |  | — | — | — |  |
| Customer accounts (deposits) | 19 952 173 | 12 323 683 | 7 628 490 | 7 595 233 |  | — | 7 595 233 | — |  |
| Debt securities in issue | 973 176 | — | 973 176 | 980 488 |  | 848 810 | 131 678 | — |  |
| Other liabilities | 455 892 | 455 209 | 683 | 189 |  | — | — | 189 |  |
| Subordinated liabilities | 682 218 | — | 682 218 | 712 548 |  | 712 548 | — | — |  |
|  | 24 360 889 | 13 799 913 | 10 560 976 | 10 570 812 |  |  |  |  |  |

For the year ended  31 March 2025 , there were insignificant disposals of financial instruments measured at amortised cost.

For financial assets and financial liabilities that are liquid or have a short-term maturity (less than three months) it is assumed that

the carrying amounts approximate their fair value. These assets and liabilities include demand deposits, savings accounts without

a specific mat urity, which are included in customer accounts (deposits), and variable rate instruments.

Financial instruments for which fair value does not approximate carrying value

Differences in amortised cost and fair value occur in fixed rate instruments. The fair value of fixed rate financial assets and financial

liabilities carried at amortised cost are estimated by comparing spreads earned on the transactions with spreads earned on similar

new transactions entered into by the Group. The estimated fair value of fixed interest-bearing deposits is based on discounted

cash flows, using prevailing money market interest rates for debts with similar credit risk and maturity. For quoted subordinated

debt issued, the fair values are calculated based on quoted market prices. For those notes issued where quoted market prices are

not available, a discounted cash flow model is used based on a current interest rate yield curve appropriate for the remaining term

to maturity.

188

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15.

#### Fair value of financial instruments at amortised cost

#### (continued)

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  | Level within the fair value hierarchy | | |  |
| At 31 March | Carrying  amount | Fair value  approximates  carrying  amount | Balances  where fair  values do not  approximate  carrying  amounts | Fair value of  balances  that do not  approximate  carrying  amounts |  | Level 1 | Level 2 | Level 3 |  |
| £’000 |  |  |
| Company |  |  |  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |
| Cash and balances  at central banks | 5 650 257 | 5 650 257 | — | — |  |  | — | — |  |
| Loans and advances to banks | 290 068 | 290 068 | — | — |  | — | — | — |  |
| Reverse repurchase agreements  and cash collateral on securities  borrowed | 975 796 | 904 973 | 70 823 | 70 775 |  | — | 70 775 | — |  |
| Sovereign debt securities | 796 986 | — | 796 986 | 797 057 |  | 797 057 | — | — |  |
| Bank debt securities | 42 268 | — | 42 268 | 42 785 |  | 42 785 | — | — |  |
| Other debt securities | 1 346 193 | 733 095 | 613 098 | 614 800 |  | — | 614 800 | — |  |
| Loans and advances to customers | 10 659 817 | 272 526 | 10 387 291 | 10 255 527 |  | — | — | 10 255 527 |  |
| Other loans and advances | 3 287 684 | 3 241 637 | 46 047 | 46 167 |  | — | 46 167 | — |  |
| Other assets | 418 149 | 418 149 | — | — |  | — | — | — |  |
|  | 23 467 218 | 11 510 705 | 11 956 513 | 11 827 111 |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |
| Deposits by banks | 2 558 021 | 655 236 | 1 902 785 | 1 917 265 |  | — | 1 917 265 | — |  |
| Repurchase agreements and cash  collateral on securities lent | 235 447 | 235 447 | — | — |  | — | — | — |  |
| Customer accounts (deposits) | 19 720 605 | 9 219 020 | 10 501 585 | 10 479 003 |  | — | 10 479 003 | — |  |
| Debt securities in issue | 945 871 | — | 945 871 | 951 478 |  | 665 266 | 286 212 | — |  |
| Other liabilities | 468 790 | 467 163 | 1 627 | 536 |  | — | — | 536 |  |
| Subordinated liabilities | 668 810 | — | 668 810 | 661 143 |  | 661 143 | — | — |  |
|  | 24 597 544 | 10 576 866 | 14 020 678 | 14 009 425 |  |  |  |  |  |

For the year ended 31 March 2024, there were insignificant disposals of financial instruments measured at amortised cost.

189

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16.

#### Designated at fair value

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | Fair value adjustment | | Change in fair value  attributable to credit risk \* | |  |  |
| At 31 March | Carrying  value | Current | Cumulative | Current | Cumulative | Maximum  exposure to  credit  risk |  |
| £’000 |  |
| Group |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |  |
| Securities arising from trading activities# | 10 699 | 529 | 1 753 | (98) | (161) | 10 699 |  |
| Other securitised assets^ | 66 702 | (2 747) | (12 648) | (2 747) | (12 648) | 66 702 |  |
|  | 77 401 | (2 218) | (10 895) | (2 845) | (12 809) | 77 401 |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  |  | Fair value adjustment | | Change in fair value  attributable to credit risk\* | |  |
| At 31 March | Carrying  value | Remaining  contractual  amount to be  repaid at  maturity | Current | Cumulative | Current | Cumulative |  |
| £’000 |  |
| Liabilities |  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |  |
| Debt securities in issue# | 9 823 | 9 969 | 79 | 2 217 | (106) | (160) |  |
| Liabilities arising on securitisation  of other assets^ | 71 751 | 77 152 | 567 | (4 350) | 567 | (4 350) |  |
|  | 81 574 | 87 121 | 646 | (2 133) | 461 | (4 510) |  |

\*Changes in fair value due to credit risk are determined as the change in the fair value of the financial instrument that is not attributable to changes in other market inputs.

^During the year, the Group sold a residual tranche holding in Landmark Mortgage Securities No. 2 plc structured entity which subsequently resulted in the

deconsolidation of the SPV and its related assets and liabilities.

#During the year, all of the debt securities designated at fair value in the Financial Product's collateralised note issuance programme matured and the corresponding

bond positions were sold and hence the balances for 2025 are £nil.

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16 .

#### Designated at fair value

#### (continued)

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | Fair value adjustment | | Change in fair value attributable  to credit risk \* | |  |  |
| At 31 March | Carrying  value | Current | Cumulative | Current | Cumulative | Maximum  exposure to  credit  risk |  |
| £’000 |  |
| Company |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |  |
| Other debt securities^ | 1 064 | — | 1 064 | — | 1 064 | 1 064 |  |
| Securities arising from trading  activities# | 10 699 | 529 | 1 753 | (98) | (161) | 10 699 |  |
| Other securitised assets^ | 468 | (3 537) | 469 | (3 537) | 469 | 469 |  |
|  | 12 231 | (3 008) | 3 286 | (3 635) | 1 372 | 12 232 |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  |  | Fair value adjustment | | Change in fair value attributable  to credit risk \* | |  |
| At 31 March | Carrying  value | Remaining  contractual  amount to be  repaid at  maturity | Current | Cumulative | Current | Cumulative |  |
| £’000 |  |
| 2024 |  |  |  |  |  |  |  |
| Debt securities in issue# | 9 823 | 9 969 | 79 | 2 217 | (106) | (160) |  |
|  | 9 823 | 9 969 | 79 | 2 217 | (106) | (160) |  |

\*Changes in fair value due to credit risk are determined as the change in the fair value of the financial instrument that is not attributable to changes in other

market inputs.

^During the year, the Group sold a residual tranche holding in Landmark Mortgage Securities No. 2 plc structured entity which subsequently resulted in the

deconsolidation of the SPV and its related assets and liabilities.

#During the year, all of the debt securities designated at fair value in the Financial Product's collateralised note issuance programme matured and the corresponding

bond positions were sold and hence the balances for 2025 are £nil.

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17.

#### Cash and balances at central banks

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Gross cash and balances at central banks | 4 191 750 |  | 5 661 623 |  | 4 175 092 |  | 5 650 257 |  |
| Expected credit loss | — |  | — |  | — |  | — |  |
| Net cash and balances at central banks | 4 191 750 |  | 5 661 623 |  | 4 175 092 |  | 5 650 257 |  |
| The country risk of cash and bank balances at central banks lies  in the following geographies: |  |  |  |  |  |  |  |  |
| United Kingdom | 4 175 093 |  | 5 650 258 |  | 4 175 092 |  | 5 650 257 |  |
| Europe (excluding UK) | 16 657 |  | 11 365 |  | — |  | — |  |
|  | 4 191 750 |  | 5 661 623 |  | 4 175 092 |  | 5 650 257 |  |

18.

#### Loans and advances to banks

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024^ |  |
| £’000 |  |  |  |  |
| Gross loans and advances to banks | 859 831 |  | 676 024 |  | 450 992 |  | 290 071 |  |
| Expected credit loss | (29) |  | (23) |  | (3) |  | (3) |  |
| Net loans and advances to banks | 859 802 |  | 676 001 |  | 450 989 |  | 290 068 |  |
| The country risk of loans and advances to banks lies in the following  geographies: |  |  |  |  |  |  |  |  |
| South Africa | 2 206 |  | 2 074 |  | 836 |  | 605 |  |
| United Kingdom | 327 036 |  | 309 774 |  | 105 587 |  | 89 638 |  |
| Europe (excluding UK) | 408 603 |  | 266 415 |  | 244 885 |  | 123 800 |  |
| Australia | 17 548 |  | 9 617 |  | 11 402 |  | 5 766 |  |
| North America | 95 462 |  | 77 740 |  | 81 908 |  | 66 204 |  |
| Asia | 8 474 |  | 10 108 |  | 5 905 |  | 3 785 |  |
| Other | 473 |  | 273 |  | 466 |  | 270 |  |
|  | 859 802 |  | 676 001 |  | 450 989 |  | 290 068 |  |

^The prior year Company risk disclosure for balances with Group companies of £31.3 million has been corrected to present under Europe rather than South Africa.

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19. Reverse repurchase agreements and cash collateral on securities borrowed and

repurchase agreements and cash collateral on securities lent

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |
| Gross reverse repurchase agreements and cash collateral  on securities borrowed | 1 640 780 |  | 1 140 129 |  | 1 640 780 |  | 1 140 129 |  |
| Expected credit loss | (15) |  | (14) |  | (15) |  | (14) |  |
| Net reverse repurchase agreements and cash collateral on  securities borrowed | 1 640 765 |  | 1 140 115 |  | 1 640 765 |  | 1 140 115 |  |
| Reverse repurchase agreements | 1 630 578 |  | 1 131 175 |  | 1 630 578 |  | 1 131 175 |  |
| Cash collateral on securities borrowed | 10 187 |  | 8 940 |  | 10 187 |  | 8 940 |  |
|  | 1 640 765 |  | 1 140 115 |  | 1 640 765 |  | 1 140 115 |  |
| As part of the reverse repurchase and securities borrowing  agreements, the Group has received securities that it is allowed to sell  or repledge.   £10 million ( 2024: £59 million) has been resold or  repledged to third parties in connection with financing activities or to  comply with commitments under short sale transactions. |  |  |  |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |
| Repurchase agreements | 169 708 |  | 67 521 |  | 320 040 |  | 217 876 |  |
| Cash collateral on securities lent | 8 494 |  | 17 570 |  | 8 494 |  | 17 571 |  |
|  | 178 202 |  | 85 091 |  | 328 534 |  | 235 447 |  |

The assets transferred and not derecognised in the above repurchase agreements are fair valued at £207 million

( 2024 : £86 million). They are pledged as security for the term of the underlying repurchase agreement.

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20.

#### Sovereign debt securities

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Gross sovereign debt securities | 2 524 702 |  | 1 928 134 |  | 1 495 200 |  | 1 077 424 |  |
| Expected credit loss | — |  |  |  | — |  |  |  |
| Net sovereign debt securities | 2 524 702 |  | 1 928 134 |  | 1 495 200 |  | 1 077 424 |  |
| The country risk of sovereign debt securities lies  in the following geographies: |  |  |  |  |  |  |  |  |
| United Kingdom | 1 377 860 |  | 1 108 907 |  | 1 037 398 |  | 825 216 |  |
| Europe (excluding UK)\* | 239 778 |  | 136 269 |  | 158 257 |  | 51 193 |  |
| North America | 907 064 |  | 682 958 |  | 299 545 |  | 201 015 |  |
|  | 2 524 702 |  | 1 928 134 |  | 1 495 200 |  | 1 077 424 |  |

\*Where Europe (excluding UK) largely includes securities held in Germany and Switzerland.

21.

#### Bank debt securities

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Group | | | Company | | |
| At 31 March | 2025 |  | 2024 | 2025 | 2024 |  |
| £’000 |  |
| Gross bank debt securities | 324 179 |  | 297 257 | 324 179 | 289 533 |  |
| Expected credit loss | — |  | (2) | — | (2) |  |
| Net bank debt securities | 324 179 |  | 297 255 | 324 179 | 289 531 |  |
| Bonds | 324 179 |  | 297 255 | 324 179 | 289 531 |  |
|  | 324 179 |  | 297 255 | 324 179 | 289 531 |  |
| The country risk of bank debt securities lies  in the following geographies: |  |  |  |  |  |  |
| United Kingdom | 257 401 |  | 188 179 | 257 401 | 188 179 |  |
| Europe (excluding UK) | — |  | 43 935 | — | 36 211 |  |
| Australia | 51 663 |  | 33 476 | 51 663 | 33 476 |  |
| North America | 15 115 |  | 31 665 | 15 115 | 31 665 |  |
|  | 324 179 |  | 297 255 | 324 179 | 289 531 |  |

22.

#### Other debt securities

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024^ |  |
| £’000 |  |  |  |  |
| Gross other debt securities | 771 481 |  | 708 689 |  | 1 395 920 |  | 1 415 634 |  |
| Expected credit loss | (759) |  | (404) |  | (759) |  | (404) |  |
| Net other debt securities | 770 722 |  | 708 285 |  | 1 395 161 |  | 1 415 230 |  |
| Bonds | 69 830 |  | 88 189 |  | 69 205 |  | 87 932 |  |
| Asset-backed securities | 700 892 |  | 620 096 |  | 1 325 956 |  | 1 327 298 |  |
|  | 770 722 |  | 708 285 |  | 1 395 161 |  | 1 415 230 |  |
| The country risk of other debt securities lies  in the following geographies: |  |  |  |  |  |  |  |  |
| United Kingdom | 60 111 |  | 73 161 |  | 685 176 |  | 780 363 |  |
| Europe (excluding UK) | 91 867 |  | 95 957 |  | 91 867 |  | 95 957 |  |
| North America | 600 762 |  | 515 335 |  | 600 762 |  | 515 335 |  |
| Asia | 17 982 |  | 23 832 |  | 17 356 |  | 23 575 |  |
|  | 770 722 |  | 708 285 |  | 1 395 161 |  | 1 415 230 |  |

^The prior year Company investment in securitised receivables of £706 million has been corrected to present under Asset-backed securities rather than Bonds.

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23.

#### Derivative financial instruments

The Group enters into various contracts for derivatives, both as principal for trading purposes and as a customer for hedging

foreign exchange and interest rate exposures. These include financial futures, options, swaps and forward rate agreements.

The risks associated with derivative instruments are monitored in the same manner as for the underlying instruments. Risks

are also measured across the product range in order to take into account possible correlations.

In the tables that follow, notional principal amounts indicate the volume of business outstanding at the balance sheet date and

do not represent amounts at risk. The fair value of a derivative financial instrument represents the positive or negative cash flows

which would have occurred had the rights and obligations arising from that instrument been closed out by the Group in an orderly

market transaction at the balance sheet date.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 2025 | | |  | 2024^ | | |  |
| At 31 March | Notional  principal  amounts | Positive  fair value | Negative  fair value |  | Notional  principal  amounts | Positive  fair value | Negative  fair value |  |
| £’000 |  |  |
| Group |  |  |  |  |  |  |  |  |
| Foreign exchange derivatives |  |  |  |  |  |  |  |  |
| Forward foreign exchange contracts | 18 555 720 | 165 286 | 102 646 |  | 17 274 128 | 121 509 | 76 185 |  |
| Currency swaps | 1 072 690 | 19 525 | 4 873 |  | 536 757 | 5 497 | 4 685 |  |
| OTC options bought and sold | 2 412 722 | 12 381 | 15 207 |  | 1 931 247 | 9 710 | 10 794 |  |
|  | 22 041 132 | 197 192 | 122 726 |  | 19 742 132 | 136 716 | 91 664 |  |
| Interest rate derivatives |  |  |  |  |  |  |  |  |
| Caps and floors | 8 559 624 | 28 420 | 25 442 |  | 11 881 599 | 99 163 | 95 676 |  |
| Swaps | 34 140 306 | 64 457 | 80 963 |  | 40 087 486 | 80 900 | 126 493 |  |
| OTC options bought and sold | 54 600 | — | 447 |  | 31 723 |  | 505 |  |
| OTC derivatives | 42 754 530 | 92 877 | 106 852 |  | 52 000 808 | 180 063 | 222 674 |  |
| Exchange traded futures | — | — | — |  |  |  | — |  |
|  | 42 754 530 | 92 877 | 106 852 |  | 52 000 808 | 180 063 | 222 674 |  |
| Equity and stock index derivatives |  |  |  |  |  |  |  |  |
| OTC options bought and sold | 227 044 | 6 032 | 33 337 |  | 711 169 | 39 170 | 69 483 |  |
| Equity swaps and forwards | — | — | — |  |  |  | — |  |
| OTC derivatives | 227 044 | 6 032 | 33 337 |  | 711 169 | 39 170 | 69 483 |  |
| Exchange traded futures | 46 288 | — | — |  | 109 117 |  | — |  |
| Exchange traded options | 1 224 926 | 5 964 | — |  | 4 319 032 | 53 073 | 79 |  |
|  | 1 498 258 | 11 996 | 33 337 |  | 5 139 318 | 92 243 | 69 562 |  |
| Commodity derivatives |  |  |  |  |  |  |  |  |
| OTC options bought and sold | 319 445 | 1 113 | 1 136 |  | 112 685 | 65 | 29 |  |
| Commodity swaps and forwards | 456 077 | 17 464 | 9 200 |  | 497 975 | 17 071 | 23 424 |  |
|  | 775 522 | 18 577 | 10 336 |  | 610 660 | 17 136 | 23 453 |  |
| Exchange traded futures | 141 479 | 5 | — |  | 171 727 | — | — |  |
|  | 917 001 | 18 582 | 10 336 |  | 782 387 | 17 136 | 23 453 |  |
| Credit derivatives | 361 034 | 1 737 | 1 540 |  | 67 756 | 1 796 | 1 902 |  |
| Other derivatives |  | 3 502 |  |  |  | 4 441 |  |  |
| Derivatives per balance sheet |  | 325 886 | 274 791 |  |  | 432 395 | 409 255 |  |

^Restated as detailed in note 57.

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23.

#### Derivative financial instruments

#### (continued)

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 2025 | | |  | 2024 | | |  |
| At 31 March | Notional  principal  amounts | Positive  fair value | Negative  fair value |  | Notional  principal  amounts | Positive  fair value | Negative  fair value |  |
| £’000 |  |  |
| Company |  |  |  |  |  |  |  |  |
| Foreign exchange derivatives |  |  |  |  |  |  |  |  |
| Forward foreign exchange contracts | 16 404 118 | 152 264 | 93 703 |  | 15 321 088 | 112 993 | 69 716 |  |
| Currency swaps | 1 053 965 | 19 525 | 4 529 |  | 509 266 | 2 912 | 4 464 |  |
| OTC options bought and sold | 2 353 968 | 11 690 | 15 016 |  | 1 893 529 | 9 363 | 10 626 |  |
|  | 19 812 051 | 183 479 | 113 248 |  | 17 723 883 | 125 268 | 84 806 |  |
| Interest rate derivatives |  |  |  |  |  |  |  |  |
| Caps and floors | 7 970 882 | 28 291 | 24 272 |  | 11 135 097 | 99 103 | 88 710 |  |
| Swaps | 34 116 892 | 64 616 | 84 437 |  | 40 030 668 | 80 907 | 138 625 |  |
| Forward rate agreements | — | — | 541 |  | — | — | 5 278 |  |
| OTC options bought and sold | 54 600 | — | 447 |  | 31 723 | — | 505 |  |
| OTC derivatives | 42 142 374 | 92 907 | 109 697 |  | 51 197 488 | 180 010 | 233 118 |  |
| Exchange traded futures | — | — | — |  |  |  | — |  |
|  | 42 142 374 | 92 907 | 109 697 |  | 51 197 488 | 180 010 | 233 118 |  |
| Equity and stock index derivatives |  |  |  |  |  |  |  |  |
| OTC options bought and sold | 227 044 | 6 032 | 33 337 |  | 711 169 | 39 170 | 69 483 |  |
| Equity swaps and forwards | — | — | — |  | — | — | — |  |
| OTC derivatives | 227 044 | 6 032 | 33 337 |  | 711 169 | 39 170 | 69 483 |  |
| Exchange traded futures | 46 288 | — | — |  | 109 117 | — | — |  |
| Exchange traded options | 1 224 926 | 5 964 | — |  | 4 319 032 | 53 073 | 79 |  |
|  | 1 498 258 | 11 996 | 33 337 |  | 5 139 318 | 92 243 | 69 562 |  |
| Commodity derivatives |  |  |  |  |  |  |  |  |
| OTC options bought and sold | 319 445 | 4 131 | 1 136 |  | 112 685 | 854 | 21 252 |  |
| Commodity swaps and forwards | 386 927 | 14 097 | 8 951 |  | 425 063 | 16 618 | 19 035 |  |
|  | 706 372 | 18 228 | 10 087 |  | 537 748 | 17 472 | 40 287 |  |
| Exchange traded futures | 141 479 | 5 | — |  | 171 727 | — | — |  |
|  | 847 851 | 18 233 | 10 087 |  | 709 475 | 17 472 | 40 287 |  |
| Credit derivatives | 361 034 | 1 737 | 1 540 |  | 67 756 | 1 796 | 1 902 |  |
| Other derivatives |  | 3 502 |  |  |  | 4 441 |  |  |
| Derivatives per balance sheet |  | 311 854 | 267 909 |  |  | 421 230 | 429 675 |  |

196

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24.

#### Securities arising from trading activities

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Bonds | — |  | 12 050 |  | — |  | 12 050 |  |
| Government securities | — |  | 171 |  | — |  | 171 |  |
| Listed equities | 149 912 |  | 145 111 |  | 149 912 |  | 145 111 |  |
|  | 149 912 |  | 157 332 |  | 149 912 |  | 157 332 |  |

25.

#### Investment portfolio

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Listed equities | 866 |  | 789 |  | 1 |  | 37 |  |
| Unlisted equities\* | 210 887 |  | 243 351 |  | 32 026 |  | 43 640 |  |
|  | 211 753 |  | 244 140 |  | 32 027 |  | 43 677 |  |

\*Unlisted equities include loan instruments that are convertible into equity.

26.

#### Loans and advances to customers and other loans and advances

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Gross loans and advances to customers at amortised cost | 14 378 669 |  | 14 631 845 |  | 10 440 785 |  | 10 785 526 |  |
| Gross loans and advances to customers at FVOCI^ | 2 005 308 |  | 1 471 371 |  | 1 936 974 |  | 1 471 371 |  |
| Suspended interest | 11 607 |  | 5 066 |  | 10 197 |  | 4 297 |  |
| Gross loans and advances to customers subject to expected  credit losses | 16 395 584 |  | 16 108 282 |  | 12 387 956 |  | 12 261 194 |  |
| Expected credit losses on loans and advances to customers  at amortised cost | (142 183) |  | (174 100) |  | (97 160) |  | (125 709) |  |
| Suspended interest | (11 607) |  | (5 066) |  | (10 197) |  | (4 297) |  |
| Net loans and advances to customers at amortised cost and FVOCI^ | 16 241 794 |  | 15 929 116 |  | 12 280 599 |  | 12 131 188 |  |
| Loans and advances to customers at fair value through profit and loss | 571 929 |  | 641 197 |  | 512 882 |  | 561 435 |  |
| Net loans and advances to customers | 16 813 723 |  | 16 570 313 |  | 12 793 481 |  | 12 692 623 |  |
|  |  |  |  |  |  |  |  |  |
| Gross other loans and advances | 162 909 |  | 145 575 |  | 3 337 522 |  | 3 294 144 |  |
| Expected credit losses on other loans and advances | (27) |  | (30) |  | (6 476) |  | (6 460) |  |
| Net other loans and advances at amortised cost | 162 882 |  | 145 545 |  | 3 331 046 |  | 3 287 684 |  |
| Other loans and advances at fair value through profit and loss | — |  | — |  | 9 460 |  | 24 124 |  |
| Net other loans and advances | 162 882 |  | 145 545 |  | 3 340 506 |  | 3 311 808 |  |

^Expected credit losses above do not include £22.6 million (31 March 2024 : £13.3 million) ECL held against financial assets held at FVOCI.

In accordance with IFRS 9, interest should only be recognised on the net position (i.e. gross loans and advances less ECL) on

positions in Stage 3. Suspended interest relates to interest not recognised relating to the ECL on these loans and advances.

Interest is suspended from the time an asset transfers into Stage 3.

For further analysis on loans and advances for the Group, refer to pages  [260](#i447e4d363cd344738300acdd42f0e3a0_496)  to [266](#i447e4d363cd344738300acdd42f0e3a0_499)  in the notes to risk and capital

management, for the Company pages  [292](#i447e4d363cd344738300acdd42f0e3a0_529)  to  [293](#id4e335202ea2487094501d99658e2ab3_0-0-1-1-2494133) .

197

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26 .

#### Loans and advances to customers and other loans and advances

#### (continued)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| At 31 March | Group | Company |  |
| £’000 |  |
| Expected credit losses on loans and advances to customers at amortised cost^ |  |  |  |
| Balance as at 1 April 2023 | 140 725 | 101 866 |  |
| Charge to the income statement | 82 358 | 63 489 |  |
| Reversals and recoveries recognised in the income statement | (83) | (83) |  |
| Write-offs | (48 018) | (38 702) |  |
| Exchange adjustments | (882) | (861) |  |
| Balance as at 31 March 2024 | 174 100 | 125 709 |  |
| Charge to the income statement | 87 414 | 73 381 |  |
| Reversals and recoveries recognised in the income statement | (7) | (7) |  |
| Write-offs | (118 207) | (100 825) |  |
| Exchange adjustments | (1 117) | (1 098) |  |
| Balance as at 31 March 2025 | 142 183 | 97 160 |  |
| Expected credit loss on other loans and advances |  |  |  |
| Balance as at 1 April 2023 | 93 | 6 391 |  |
| Charge to the income statement | (63) | 120 |  |
| Write-offs | — | (51) |  |
| Balance as at 31 March 2024 | 30 | 6 460 |  |
| Charge to the income statement | 6 | 16 |  |
| Exchange adjustments | (9) | — |  |
| Balance as at 31 March 2025 | 27 | 6 476 |  |

^Expected credit losses above do not include £22.6 million (31 March 2024: £13.3 million) ECL held against financial assets held at FVOCI.

Of the amounts written off in the current period within the Group and Company, £6.8 million are subject to enforcement activity at

the year end (31 March 2024: £nil).

27.

#### Other securitised assets and liabilities arising on securitisation

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Group | | | Company | | |
| At 31 March |  | 2024 |  |  | 2024 |  |
| £’000 |  |  |  |  |
| Other securitised assets are made up of the following categories of assets: |  |  |  |  |  |  |
| Loans and advances to customers |  | 66 234 |  |  | — |  |
| Other debt securities |  | 468 |  |  | 468 |  |
| Total other securitised assets |  | 66 702 |  |  | 468 |  |
| The associated liabilities are recorded on-balance sheet in the following line items: |  |  |  |  |  |  |
| Liabilities arising on securitisation of other assets |  | 71 751 |  |  | — |  |

During the year, the Group sold a residual tranche holding in Landmark Mortgage Securities No. 2 plc structured entity which

subsequently resulted in the deconsolidation of the SPV and its related assets and liabilities.

198

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

28.

#### Interests in associated undertakings and joint venture holdings

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Group |  |  |  |  |
| Interests in associated undertakings and joint venture holdings consist of: |  |  |  |  |
| Net asset value | 225 068 |  | 136 760 |  |
| Goodwill and intangibles within the carrying value | 607 073 |  | 654 512 |  |
| Investment in associated undertakings and joint venture holdings | 832 141 |  | 791 272 |  |
| Associated undertakings and joint venture holdings comprise listed and unlisted investments |  |  |  |  |
| Analysis of the movement in our share of net assets: |  |  |  |  |
| At the beginning of the year | 136 760 |  | 5 011 |  |
| Exchange adjustments | (864) |  | (99) |  |
| Rathbones measurement period finalisation^^ | 53 369 |  | — |  |
| Acquisitions\* | — |  | 119 230 |  |
| Derecognition from stepped acquisition/disposals | — |  | (2 123) |  |
| Transfer from investment portfolio^ | 27 835 |  | — |  |
| Share of post-taxation profits of associates and joint venture holdings | 44 393 |  | 14 712 |  |
| Share of other comprehensive income and equity of associates and joint venture holdings | (12 252) |  | 257 |  |
| Dividends received | (24 173) |  | (228) |  |
| At the end of the year | 225 068 |  | 136 760 |  |
| Analysis of the movement in goodwill and intangibles: |  |  |  |  |
| At the beginning of the year | 654 512 |  | 5 840 |  |
| Exchange adjustments | (188) |  | (126) |  |
| Rathbones measurement period finalisation^^ | (47 601) |  | — |  |
| Acquisitions\* | — |  | 660 191 |  |
| Derecognition from stepped acquisition | — |  | (5 714) |  |
| Transfer from investment portfolio^ | 6 662 |  | — |  |
| Amortisation of acquired intangibles of associates | (6 312) |  | (5 679) |  |
| At the end of the year | 607 073 |  | 654 512 |  |

\*Refer to note 34  for more details.

^ Historically, Investec Capital Services (India) Pvt Ltd (ICSI) has been a joint venture, accounted for at fair value and presented within the investment portfolio. During

the year, certain of Investec’s co-joint venturer’s rights lapsed, and as a result, it is no longer appropriate to apply fair value accounting and will be equity accounted

going forward from the date of this change.

^^Following the acquisition of Rathbones, the Group has finalised the purchase price allocation. The acquisition date fair values of identifiable assets, liabilities, and

contingent liabilities have been assessed and allocated appropriately to intangible assets and the residual value has been recognised as goodwill. This process

resulted in an increase in net assets of £53.4 million and a decrease in goodwill and intangibles of £47.6 million. As the impact on the financial statements was

immaterial, these were adjusted for prospectively in the current year.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Company |  |  |  |  |
| Analysis of the movement in investment: |  |  |  |  |
| At the beginning of the year | 781 674 |  | 2 301 |  |
| Exchange adjustments | (43) |  | (48) |  |
| Acquisitions | — |  | 779 421 |  |
| Measurement period finalisation | 5 769 |  | — |  |
| At the end of the year | 787 400 |  | 781 674 |  |
| Provision for impairment in value: |  |  |  |  |
| At the beginning of the year | — |  | — |  |
| At the end of the year | — |  | — |  |
| Net book value at the end of the year | 787 400 |  | 781 674 |  |

199

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28 .

#### Interests in associated undertakings and joint venture holdings

#### (continued)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Rathbones Group plc | |
|  | 2025 | 2024 |
| Details of material associated undertakings |  |  |
| Summarised financial information (£’000): |  |  |
| Operating income\* | 895 875 | 436 272 |
| Profit after taxation\* | 65 398 | 35 000 |
| Other comprehensive income\* | (7 967) |  |
| Total comprehensive income\* | 57 431 |  |
|  |  |  |
| Total assets | 4 290 034 | 4 853 534 |
| Total liabilities | 2 930 672 | 3 472 425 |
| Net asset value | 1 359 362 | 1 381 109 |
| Effective interest in issued share capital | 41.25% | 41.25% |
| Net asset value at 41.25% | 560 737 | 569 707 |
| Less: Goodwill and intangibles net of deferred tax per Rathbones | (368 604) |  |
| Add: Goodwill and Investec’s share of intangibles assets net of deferred tax | 600 599 |  |
| Carrying value of interest – equity method ^ | 792 732 | 788 437 |
| Fair value of 41.25% interest in Rathbones Group | 692 126 | 779 421 |

\*Income statement and other comprehensive income items are only shown for the period for which they are equity accounted.

^ The difference between the carrying value of Rathbones and the net asset value relates to intangible assets, and goodwill that was recognised in the carrying value as

a direct result of the fair value exceeding the fair value of the identifiable assets at 21 September 2023.

Rathbones has a statutory year end of 31 December and the Group now recognises its share of earnings on a three months in arrears basis. The financial

information presented above aligns with this reporting date. In the prior year this was not the case therefore the information on other comprehensive

income was not available.

200

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29.

#### Deferred taxation

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Deferred taxation assets | 120 918 |  | 119 730 |  | 50 454 |  | 58 572 |  |
| Deferred taxation liabilities | — |  | — |  | — |  | — |  |
| Net deferred taxation assets | 120 918 |  | 119 730 |  | 50 454 |  | 58 572 |  |
| The net deferred taxation assets arise from: |  |  |  |  |  |  |  |  |
| Deferred capital allowances | 72 665 |  | 62 042 |  | 5 016 |  | 5 443 |  |
| Income and expenditure accruals | 138 |  | 1 096 |  | — |  | 213 |  |
| Asset in respect of unexpired options | 33 072 |  | 42 436 |  | 33 072 |  | 42 436 |  |
| Unrealised fair value adjustments on financial instruments | 13 284 |  | 11 748 |  | 12 366 |  | 10 480 |  |
| Losses carried forward | 1 397 |  | 2 046 |  | — |  | — |  |
| Asset in respect of pension deficit | 362 |  | 362 |  | — |  | — |  |
| Net deferred taxation assets | 120 918 |  | 119 730 |  | 50 454 |  | 58 572 |  |
| Reconciliation of net deferred taxation assets |  |  |  |  |  |  |  |  |
| At the beginning of the year | 119 730 |  | 111 513 |  | 58 572 |  | 59 833 |  |
| Release/(charge) to income statement | 4 807 |  | 9 924 |  | (4 714) |  | 6 231 |  |
| Movement directly in other comprehensive income and equity | (3 552) |  | (7 686) |  | (3 404) |  | (7 492) |  |
| Arising on acquisitions/disposals | — |  | 6 035 |  | — |  | — |  |
| Exchange adjustments | (67) |  | (56) |  | — |  | — |  |
| At the end of the year | 120 918 |  | 119 730 |  | 50 454 |  | 58 572 |  |

Deferred tax assets are recognised to the extent it is likely that profits will arise in future periods. The assessment of the likelihood

of future profits is based on past performance and current projections. Deferred taxation assets are not recognised in respect of

capital losses and excess management expenses as crystallisation of capital gains and the eligibility of potential losses is uncertain.

There are trading losses carried forward of £70.7 million (2024: £89.9 million). Company: £25.3 million ( 2024 Company:

£25.3 million) and capital losses carried forward of £82.9 million (2024: £83.3 million) on which deferred tax assets have not been

recognised due to uncertainty regarding future profits against which these losses can be utilised. Of the £70.7 million trading

losses, £1 million (2024: £8.5 million) will expire in the next four years.

30.

#### Other assets

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024^ |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Gross other assets | 677 317 |  | 750 347 |  | 388 833 |  | 447 974 |  |
| Expected credit loss | — |  | — |  | — |  | — |  |
| Net other assets | 677 317 |  | 750 347 |  | 388 833 |  | 447 974 |  |
| Financial assets |  |  |  |  |  |  |  |  |
| Settlement debtors | 290 629 |  | 336 788 |  | 283 455 |  | 331 388 |  |
| Trading initial margin | 1 228 |  | 4 732 |  | 1 228 |  | 4 732 |  |
| Prepayments and accruals | 33 681 |  | 38 509 |  | 31 928 |  | 34 554 |  |
| Other | 56 009 |  | 75 417 |  | 43 655 |  | 52 207 |  |
|  | 381 547 |  | 455 446 |  | 360 266 |  | 422 881 |  |
| Scoped out of IFRS 9 |  |  |  |  |  |  |  |  |
| Trading properties | 84 704 |  | 62 500 |  | — |  | — |  |
| Prepayments and accruals | 24 786 |  | 19 296 |  | 13 935 |  | 13 261 |  |
| Finance lease receivables | 3 584 |  | 160 628 |  | — |  | — |  |
| Indirect taxation assets receivable | 773 |  | 80 |  | 653 |  | — |  |
| Aircraft and aircraft related structures\* | 135 783 |  | — |  | — |  | — |  |
| Other | 46 140 |  | 52 397 |  | 13 979 |  | 11 832 |  |
|  | 295 770 |  | 294 901 |  | 28 567 |  | 25 093 |  |
|  | 677 317 |  | 750 347 |  | 388 833 |  | 447 974 |  |

^Restated as detailed in note 57.

\* During the year, a modification in the terms of a finance lease, resulted in a subsequent change of classification to an operating lease and an asset of £136 million

being recognised in other assets. The future minimum lease payments of £21 million (2024: £nil) are due within one year.

201

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

31.

#### Property and equipment

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| At 31 March | Freehold  properties | Right-of-use  assets^ | Leasehold  improvements | Furniture and  vehicles | Equipment | Operating  leases\* | Total |  |
| £’000 |  |
| Group |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |
| Cost |  |  |  |  |  |  |  |  |
| At the beginning  of the year | 36 | 96 930 | 46 113 | 7 791 | 8 007 | 1 296 | 160 173 |  |
| Exchange adjustments | — | (504) | (93) | (14) | (73) | — | (684) |  |
| Additions | — | 913 | 981 | 706 | 1 010 | — | 3 610 |  |
| Disposals | (36) | (411) | (1 190) | (293) | (166) | (224) | (2 320) |  |
| At the end of the year | — | 96 928 | 45 811 | 8 190 | 8 778 | 1 072 | 160 779 |  |
| Accumulated  depreciation |  |  |  |  |  |  |  |  |
| At the beginning  of the year | (36) | (47 418) | (26 681) | (4 977) | (6 975) | (1 139) | (87 226) |  |
| Exchange adjustments | — | 195 | 40 | 4 | 25 | — | 264 |  |
| Disposals | 36 | 180 | 1 125 | 281 | 63 | 200 | 1 885 |  |
| Depreciation and  impairment charge  for the year | — | (10 547) | (5 079) | (661) | (458) | (17) | (16 762) |  |
| At the end of the year | — | (57 590) | (30 595) | (5 353) | (7 345) | (956) | (101 839) |  |
| Net carrying value | — | 39 338 | 15 216 | 2 837 | 1 433 | 116 | 58 940 |  |
| 2024 |  |  |  |  |  |  |  |  |
| Cost |  |  |  |  |  |  |  |  |
| At the beginning  of the year | 36 | 141 830 | 57 382 | 7 129 | 26 330 | 1 431 | 234 138 |  |
| Exchange adjustments | — | (268) | (41) | 45 | (21) | — | (285) |  |
| Acquisition of subsidiaries | — | — | — | 506 | — | — | 506 |  |
| Additions | — | 8 063 | 892 | 221 | 1 972 | 53 | 11 201 |  |
| Disposals | — | (292) | (2) | (110) | (84) | (188) | (676) |  |
| Deconsolidation of  subsidiaries | — | (52 403) | (12 118) | — | (14 262) | — | (78 783) |  |
| Write-off | — | — | — | — | (5 928) | — | (5 928) |  |
| At the end of the year | 36 | 96 930 | 46 113 | 7 791 | 8 007 | 1 296 | 160 173 |  |
| Accumulated  depreciation |  |  |  |  |  |  |  |  |
| At the beginning  of the year | (36) | (55 858) | (31 181) | (4 170) | (20 594) | (1 285) | (113 124) |  |
| Exchange adjustments | — | 134 | 25 | 42 | 19 | — | 220 |  |
| Acquisition of subsidiaries | — | — | — | (256) | — | — | (256) |  |
| Disposals | — | 242 | 2 | 110 | 81 | 174 | 609 |  |
| Deconsolidation of  subsidiaries | — | 20 568 | 9 684 | — | 11 662 | — | 41 914 |  |
| Depreciation and  impairment charge  for the year\*\* | — | (12 504) | (5 211) | (703) | (1 872) | (28) | (20 318) |  |
| Write-off | — | — | — | — | 3 729 | — | 3 729 |  |
| At the end of the year | (36) | (47 418) | (26 681) | (4 977) | (6 975) | (1 139) | (87 226) |  |
| Net carrying value | — | 49 512 | 19 432 | 2 814 | 1 032 | 157 | 72 947 |  |

\*These are assets held by the Group, in circumstances where the Group is lessor.

^Right-of-use assets primarily comprise property leases under IFRS 16.

\*\*In the prior year, included within the depreciation and impairment charge for the year above is £4 million of depreciation expense relating to discontinued operations,

which is presented as part of the profit after taxation from discontinued operations in the income statement.

202

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

31 .

#### Property and equipment

#### (continued)

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 March | Right-of-use  assets^ | Leasehold  improvements | Furniture and  vehicles | Equipment |  | Total |  |
| £’000 |  |  |
| Company |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |
| Cost |  |  |  |  |  |  |  |
| At the beginning of the year | 59 617 | 41 191 | 5 580 | 11 848 |  | 118 236 |  |
| Additions | 462 | — | — | 83 |  | 545 |  |
| At the end of the year | 60 079 | 41 191 | 5 580 | 11 931 |  | 118 781 |  |
| Accumulated depreciation |  |  |  |  |  |  |  |
| At the beginning of the year | (33 258) | (24 690) | (3 151) | (11 421) |  | (72 520) |  |
| Depreciation and impairment charge for the year | (6 020) | (4 290) | (542) | (84) |  | (10 936) |  |
| At the end of the year | (39 278) | (28 980) | (3 693) | (11 505) |  | (83 456) |  |
| Net carrying value | 20 801 | 12 211 | 1 887 | 426 |  | 35 325 |  |
| 2024 |  |  |  |  |  |  |  |
| Cost |  |  |  |  |  |  |  |
| At the beginning of the year | 59 617 | 41 191 | 5 501 | 16 672 |  | 122 981 |  |
| Additions | — | — | 79 | 1 104 |  | 1 183 |  |
| Write-off | — | — | — | (5 928) |  | (5 928) |  |
| At the end of the year | 59 617 | 41 191 | 5 580 | 11 848 |  | 118 236 |  |
| Accumulated depreciation |  |  |  |  |  |  |  |
| At the beginning of the year | (27 279) | (20 400) | (2 609) | (14 116) |  | (64 404) |  |
| Depreciation and impairment charge for the year | (5 979) | (4 290) | (542) | (1 034) |  | (11 845) |  |
| Write-off | — | — | — | 3 729 |  | 3 729 |  |
| At the end of the year | (33 258) | (24 690) | (3 151) | (11 421) |  | (72 520) |  |
| Net carrying value | 26 359 | 16 501 | 2 429 | 427 |  | 45 716 |  |

^Right-of-use assets primarily comprise property leases under IFRS 16.

203

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

32.

#### Goodwill

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Cost |  |  |  |  |
| At the beginning of the year | 90 960 |  | 282 381 |  |
| Acquisition of subsidiaries | — |  | 56 268 |  |
| Adjustments to goodwill on acquisition within the measurement period | — |  | (200) |  |
| Deconsolidation of subsidiaries | — |  | (247 175) |  |
| Exchange adjustments | (1 148) |  | (314) |  |
| At the end of the year | 89 812 |  | 90 960 |  |
| Accumulated impairments |  |  |  |  |
| At the beginning of the year | (32 878) |  | (32 878) |  |
| At the end of the year | (32 878) |  | (32 878) |  |
| Net carrying value | 56 934 |  | 58 082 |  |
| Analysis of goodwill by line of business: |  |  |  |  |
| Specialist Banking | 56 934 |  | 58 082 |  |
| Total Group | 56 934 |  | 58 082 |  |

Goodwill is tested annually for impairment, or more frequently if evidence exists that goodwill might be impaired, by comparing the

carrying value to its recoverable amount.

The recoverable amount of goodwill is determined based on expected cash flows within the cash-generating units of the Group to

which the goodwill is allocated. Key assumptions within the calculation include discount rates, growth rates in revenue, and related

expenditure.

Discount rates are based on pre-tax rates that reflect current market conditions, adjusted for the specific risks associated with

the cash-generating unit. Growth rates are based on industry growth forecasts. Cash flow forecasts are based on the most

recent financial budgets for the next financial year and are extrapolated for a period of three to five years, adjusted for expected

future events.

The most significant cash-generating unit giving rise to goodwill is Investec Continental Europe Advisory (previously Capitalmind),

with goodwill of £54.8 million. The goodwill has been tested for impairment on the basis of the cash flow projections for the next

three years, discounted at 12.77% (2024: 11.62%) which incorporate an expected revenue growth rate of nil in perpetuity (2024:

2%). The valuation is based on value in use of the business.

Movement in goodwill

There have been no significant movements in goodwill for the current year.

During the prior year, goodwill decreased by £247.2 million as a result of the deconsolidation of Investec Wealth & Investment

following the all-share combination with Rathbones Group. For more details refer to note 34.

During the prior year, the increase of £56.3 million is due to the acquisition of Investec Continental Europe Advisory in a stepped

acquisition.

204

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

33.

#### Software and other acquired intangible assets

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Software | | | Other acquired intangible assets | | |  |  |
| At 31 March | Acquired  software | Internally  generated  software | Total | Client  relationships\* | Total |  | Total |  |
| £’000 |  |  |
| Group |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |
| Cost |  |  |  |  |  |  |  |  |
| At the beginning of the year | 21 499 | — | 21 499 | 4 356 | 4 356 |  | 25 855 |  |
| Exchange adjustments | (18) | — | (18) | (19) | (19) |  | (37) |  |
| Additions | 1 190 | — | 1 190 | — | — |  | 1 190 |  |
| At the end of the year | 22 671 | — | 22 671 | 4 337 | 4 337 |  | 27 008 |  |
| Accumulated amortisation and  impairments |  |  |  |  |  |  |  |  |
| At the beginning of the year | (16 928) | — | (16 928) | (4 356) | (4 356) |  | (21 284) |  |
| Exchange adjustments | 18 | — | 18 | 19 | 19 |  | 37 |  |
| Amortisation | (1 019) | — | (1 019) | — | — |  | (1 019) |  |
| At the end of the year | (17 929) | — | (17 929) | (4 337) | (4 337) |  | (22 266) |  |
| Net carrying value | 4 742 | — | 4 742 | — | — |  | 4 742 |  |
| 2024 |  |  |  |  |  |  |  |  |
| Cost |  |  |  |  |  |  |  |  |
| At the beginning of the year | 29 803 | 3 298 | 33 101 | 193 359 | 193 359 |  | 226 460 |  |
| Exchange adjustments | (42) | — | (42) | (5) | (5) |  | (47) |  |
| Acquisition of subsidiaries | — | — | — | 945 | 945 |  | 945 |  |
| Additions | 710 | — | 710 | — | — |  | 710 |  |
| Disposals | (381) | — | (381) | — | — |  | (381) |  |
| Deconsolidation of subsidiaries | (8 591) | (3 298) | (11 889) | (189 943) | (189 943) |  | (201 832) |  |
| At the end of the year | 21 499 | — | 21 499 | 4 356 | 4 356 |  | 25 855 |  |
| Accumulated amortisation and  impairments |  |  |  |  |  |  |  |  |
| At the beginning of the year | (22 432) | (1 254) | (23 686) | (149 472) | (149 472) |  | (173 158) |  |
| Exchange adjustments | 39 | — | 39 | — | — |  | 39 |  |
| Disposals | 240 | — | 240 | — | — |  | 240 |  |
| Deconsolidation of subsidiaries | 6 542 | 1 643 | 8 185 | 152 480 | 152 480 |  | 160 665 |  |
| Amortisation\*\* | (1 317) | (389) | (1 706) | (7 364) | (7 364) |  | (9 070) |  |
| At the end of the year | (16 928) | — | (16 928) | (4 356) | (4 356) |  | (21 284) |  |
| Net carrying value | 4 571 | — | 4 571 | — | — |  | 4 571 |  |

\*Client relationships are acquired intangibles.

\*\*In the prior year, included within the amortisation charge above is £7 million of amortisation expense relating to discontinued operations, which is presented as part of

the profit after taxation from discontinued operations in the income statement.

205

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

33 .

#### Software and other acquired intangible assets

#### (continued)

|  |  |  |
| --- | --- | --- |
|  |  |  |
| At 31 March | Acquired  software |  |
| £’000 |  |
| Company |  |  |
| 2025 |  |  |
| Cost |  |  |
| At the beginning of the year | 2 636 |  |
| At the end of the year | 2 636 |  |
| Accumulated amortisation and impairments |  |  |
| At the beginning of the year | (2 636) |  |
| At the end of the year | (2 636) |  |
| Net carrying value | — |  |
| 2024 |  |  |
| Cost |  |  |
| At the beginning of the year | 3 017 |  |
| Disposals | (381) |  |
| At the end of the year | 2 636 |  |
| Accumulated amortisation and impairments |  |  |
| At the beginning of the year | (2 779) |  |
| Disposals | 240 |  |
| Amortisation | (97) |  |
| At the end of the year | (2 636) |  |
| Net carrying value | — |  |

206

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

34.

#### Acquisitions and disposals

There were no significant acquisitions or disposals of subsidiaries in the current year.

During the prior year, the Group completed a stepped acquisition increasing its shareholding in the Investec Continental Europe

Advisory associate from 30% to 60% for a total consideration attributable to the increase in shareholding of £29.4 million and

therefore as at 31 March 2024 had consolidated these entities as subsidiaries. The non-controlling interest was measured as the

proportionate share of the identifiable net assets. Goodwill of £56.3 million, including a deferred taxation liability of £0.2 million and

an intangible asset of £0.9 million were recognised as a consequence of this increased shareholding.

The goodwill recognised is the difference between the purchase price for the additional 30% acquired, the fair value of the

previously held 30%, the non-controlling interest measured at its proportionate share of 40% of net asset, and the fair value of the

identifiable assets and liabilities on transaction date. Goodwill represents the value of acquired intangible assets as of the

acquisition date that did not meet the criteria for separate recognition, such as the assembled workforce of partners and potential

contracts subject to negotiation.

Goodwill on acquisition is calculated as follows:

|  |  |
| --- | --- |
|  |  |
| £’000 |  |
| Consideration\* | 29 352 |
| Fair value of previously held 30% holding^ | 27 505 |
|  | 56 857 |
| Fair value of identifiable net assets | 452 |
| Intangible assets | 945 |
| Less, deferred taxation liability on intangible assets | (236) |
| Less, non-controlling interests as proportionate share of acquired net assets | (572) |
|  | 589 |
| Goodwill | 56 268 |

\*Consideration attributable to the purchase of 30% was made up of £20.9 million cash and £8.5 million deferred consideration. Deferred consideration is not contingent

on any performance measures.

^Included within Investment income in the Income statement is a gain of £4.2 million from the remeasurement of the previously held 30% holding.

|  |  |
| --- | --- |
|  |  |
| £’000 |  |
| Fair value of identifiable net assets |  |
| Loans and advances to banks | 2 332 |
| Property and equipment | 250 |
| Other assets | 3 533 |
| Other liabilities | (5 663) |
|  | 452 |

Post-acquisition operating income of £16.6 million and profit after taxation of £2.6 million have been included in the consolidated

income statement for the prior reporting period.

In the prior year, as a result of the all-share combination of Investec Wealth & Investment Limited and Rathbones Group Plc, as

detailed below, Investec Wealth and Investment Limited ceased to be a subsidiary.

207

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34.

#### Acquisitions and disposals



#### (continued)

Discontinued operations

Investec Wealth & Investment Limited

In the prior year, on 21 September 2023, the Investec Group successfully completed the all-share combination of Investec Wealth &

Investment Limited with Rathbones Group Plc (Rathbones). On completion Rathbones issued new Rathbones shares in exchange

for 100% of Investec Wealth & Investment Limited’s share capital. The Group now owns 41.25% of the economic interest in the

enlarged Rathbones Group, with the Group’s voting rights limited to 29.9%. The Group's holding in Rathbones Group Plc is equity

accounted for as an interest in associated undertakings and joint venture holdings in accordance with IAS 28.

Income statement of discontinued operations

|  |  |
| --- | --- |
|  |  |
| For the year to 31 March | 2024 |
| £’000 |
| Interest income | 17 755 |
| Interest expense | (431) |
| Net interest income | 17 324 |
| Fee and commission income | 161 610 |
| Fee and commission expense | — |
| Investment income | — |
| Trading income arising from |  |
| – customer flow | — |
| – balance sheet management and other trading activities | — |
| Other operating income | — |
| Operating income | 178 934 |
| Expected credit loss impairment charges | — |
| Operating income after expected credit loss impairment charges | 178 934 |
| Operating costs | (131 106) |
| Adjusted operating profit | 47 828 |
| Amortisation of acquired intangibles | (6 424) |
| Gain on all-share combination net of implementation costs | 364 554 |
| Profit before taxation | 405 958 |
| Taxation on operating profit before acquired intangibles and strategic actions | (11 973) |
| Taxation on acquired intangibles and strategic actions | 1 615 |
| Profit after taxation | 395 600 |
| Profit attributable to non-controlling interests of discontinued operations | — |
| Earnings attributable to shareholder | 395 600 |

Gain on loss of control of Investec Wealth & Investment Limited

The gain was calculated as follows:

|  |  |
| --- | --- |
|  |  |
| £’000 |  |
| Fair value of 41.25% interest in Rathbones Group Plc | 779 421 |
| Net asset value of Investec Wealth & Investment previously consolidated (including goodwill) | (413 915) |
| Gain on the combination of Rathbones Group (before tax) | 365 506 |
| Implementation costs | (952) |
| Gain on combination of Rathbones Group (before tax) | 364 554 |
| Taxation on gain | — |
| Gain on combination of Rathbones Group net of taxation and implementation costs | 364 554 |

Major classes of assets and liabilities

|  |  |
| --- | --- |
|  |  |
| £’000 |  |
| Loans and advances to banks | 172 595 |
| Goodwill | 247 175 |
| Other assets | 363 718 |
| Other liabilities | (369 573) |
|  | 413 915 |

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35.

#### Other trading liabilities

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Group and Company | | |  |
| At 31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Short positions |  |  |  |  |
| – Equities | 16 242 |  | 18 449 |  |
|  | 16 242 |  | 18 449 |  |

36.

#### Customer accounts (deposits)

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Demand | 6 797 503 |  | 5 644 504 |  | 6 629 365 |  | 5 826 783 |  |
| Transactional | 437 022 |  | 484 625 |  | 437 022 |  | 484 625 |  |
| Fixed | 6 745 977 |  | 9 447 201 |  | 6 149 419 |  | 8 931 742 |  |
| Notice | 7 574 942 |  | 5 274 886 |  | 6 736 367 |  | 4 477 455 |  |
|  | 21 555 444 |  | 20 851 216 |  | 19 952 173 |  | 19 720 605 |  |

37.

#### Debt securities in issue

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Repayable in: |  |  |  |  |  |  |  |  |
| Less than three months | 10 861 |  | 16 660 |  | 10 861 |  | 16 660 |  |
| Three months to one year | 98 562 |  | 96 842 |  | 98 562 |  | 96 842 |  |
| One to five years | 448 820 |  | 832 710 |  | 448 820 |  | 832 710 |  |
| Greater than five years | 416 128 |  | 10 675 |  | 414 933 |  | 9 482 |  |
|  | 974 371 |  | 956 887 |  | 973 176 |  | 955 694 |  |
| Debt securities in issue shown above comprise: |  |  |  |  |  |  |  |  |
| Senior unsecured notes | 841 097 |  | 660 117 |  | 841 096 |  | 660 118 |  |
| Structured notes | 132 080 |  | 295 576 |  | 132 080 |  | 295 576 |  |
| Redeemable preference shares | 1 194 |  | 1 194 |  | — |  | — |  |
|  | 974 371 |  | 956 887 |  | 973 176 |  | 955 694 |  |

38.

#### Other liabilities

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024^ |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Financial liabilities |  |  |  |  |  |  |  |  |
| Settlement liabilities | 279 613 |  | 310 134 |  | 274 336 |  | 304 302 |  |
| Other creditors and accruals | 136 917 |  | 158 258 |  | 82 781 |  | 85 030 |  |
| Other non-interest bearing liabilities | 82 796 |  | 77 461 |  | 88 885 |  | 68 260 |  |
| Expected credit losses on undrawn commitments and guarantees | 9 977 |  | 11 258 |  | 9 890 |  | 11 198 |  |
|  | 509 303 |  | 557 111 |  | 455 892 |  | 468 790 |  |
| Scoped out of IFRS 9 |  |  |  |  |  |  |  |  |
| Other creditors and accruals\* | 179 499 |  | 167 001 |  | 132 159 |  | 145 677 |  |
| Lease liabilities | 196 979 |  | 243 951 |  | 30 256 |  | 38 563 |  |
| Other non-interest bearing liabilities | 7 267 |  | 17 465 |  | 3 216 |  | 1 247 |  |
| Indirect taxation liabilities payable | 498 |  | 1 909 |  | 444 |  | 748 |  |
|  | 384 243 |  | 430 326 |  | 166 075 |  | 186 235 |  |
|  | 893 546 |  | 987 437 |  | 621 967 |  | 655 025 |  |

\*Included in Other creditors and accruals is a provision relating to motor vehicle financing. Refer to note 47 for more details.

^Restated as detailed in note 57.

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38 .

#### Other liabilities

#### (continued)

The maturity analysis of the lease liabilities is shown below:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 2025 | | |  | 2024 | | |  |
| At 31 March | Undiscounted  lease  payments |  | Present  value |  | Undiscounted  lease  payments |  | Present  value |  |
| £’000 |  |  |  |  |
| Group |  |  |  |  |  |  |  |  |
| Lease liabilities included in other liabilities |  |  |  |  |  |  |  |  |
| Lease liabilities payable in: |  |  |  |  |  |  |  |  |
| Less than one year | 161 097 |  | 156 024 |  | 55 810 |  | 53 152 |  |
| One to two years | 14 921 |  | 14 210 |  | 164 646 |  | 151 874 |  |
| Two to three years | 14 837 |  | 13 780 |  | 14 981 |  | 14 104 |  |
| Three to four years | 8 337 |  | 7 426 |  | 14 369 |  | 13 847 |  |
| Four to five years | 2 478 |  | 2 358 |  | 5 319 |  | 5 114 |  |
| Later than five years | 3 688 |  | 3 181 |  | 6 099 |  | 5 860 |  |
|  | 205 358 |  | 196 979 |  | 261 224 |  | 243 951 |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 2025 | | |  | 2024 | | |  |
| At 31 March | Undiscounted  lease  payments |  | Present value |  | Undiscounted  lease  payments |  | Present value |  |
| £’000 |  |  |  |  |
| Company |  |  |  |  |  |  |  |  |
| Lease liabilities included in other liabilities |  |  |  |  |  |  |  |  |
| Lease liabilities payable in: |  |  |  |  |  |  |  |  |
| Less than one year | 8 847 |  | 8 778 |  | 11 767 |  | 10 973 |  |
| One to two years | 8 813 |  | 8 594 |  | 8 806 |  | 8 374 |  |
| Two to three years | 8 813 |  | 8 447 |  | 8 653 |  | 8 361 |  |
| Three to four years | 4 720 |  | 4 437 |  | 8 653 |  | 8 502 |  |
| Four to five years | — |  | — |  | 2 375 |  | 2 353 |  |
| Later than five years | — |  | — |  | — |  | — |  |
|  | 31 193 |  | 30 256 |  | 40 254 |  | 38 563 |  |

Reconciliation from opening balance to closing balance

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March | Group | | Company | |
| £’000 |
| Balance as at 1 April 2023 | 322 767 |  | 46 060 |  |
| Interest on lease liabilities | 11 576 |  | 723 |  |
| New leases | 7 973 |  | — |  |
| Deconsolidation of subsidiaries | (39 752) |  | — |  |
| Repayment of lease liabilities | (54 020) |  | (8 220) |  |
| Capital repayment | (42 444) |  | (7 497) |  |
| Interest repayment | (11 576) |  | (723) |  |
| Exchange adjustments | (4 593) |  | — |  |
| Balance as at 31 March 2024 | 243 951 |  | 38 563 |  |
| Interest on lease liabilities | 9 708 |  | 581 |  |
| New leases | 805 |  | 462 |  |
| Repayment of lease liabilities | (53 484) |  | (9 350) |  |
| Capital repayment | (43 776) |  | (8 769) |  |
| Interest repayment | (9 708) |  | (581) |  |
| Remeasurement of lease liabilities | (294) |  | — |  |
| Exchange adjustments | (3 707) |  | — |  |
| Balance as at 31 March 2025 | 196 979 |  | 30 256 |  |

Renewal options are taken into account when determining the term of the lease.

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39.

#### Subordinated liabilities

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Issued by Investec Bank plc |  |  |  |  |  |  |  |  |
| Subordinated fixed rate reset callable medium-term notes | 682 218 |  | 668 810 |  | 682 218 |  | 668 810 |  |
|  | 682 218 |  | 668 810 |  | 682 218 |  | 668 810 |  |
| Remaining maturities: |  |  |  |  |  |  |  |  |
| In one year or less, or on demand | — |  | — |  | — |  | — |  |
| In more than one year, but not more than two years | — |  | — |  | — |  | — |  |
| In more than two years, but not more than five years | — |  | — |  | — |  | — |  |
| In more than five years | 682 218 |  | 668 810 |  | 682 218 |  | 668 810 |  |
|  | 682 218 |  | 668 810 |  | 682 218 |  | 668 810 |  |
| Reconciliation from opening balance to closing balance |  |  |  |  |  |  |  |  |
| At the beginning of the year | 668 810 |  | 731 483 |  | 668 810 |  | 731 483 |  |
| Redemption | — |  | (70 000) |  | — |  | (70 000) |  |
| Accrual of interest | 41 112 |  | 42 067 |  | 41 112 |  | 42 067 |  |
| Repayment of interest | (41 125) |  | (44 100) |  | (41 125) |  | (44 100) |  |
| Hedge accounting/amortisation of discount | 13 421 |  | 9 360 |  | 13 421 |  | 9 360 |  |
| At the end of the year | 682 218 |  | 668 810 |  | 682 218 |  | 668 810 |  |

The only potential event of default in relation to the subordinated debt is the non-payment of principal or interest. The only remedy

available to the holders of the subordinated debt in the event of default would be to petition for the winding up of the issuing entity.

In a winding up no amount will be paid in respect of the subordinated debt until all other creditors have been paid in full.

Medium-term notes

Subordinated fixed rate reset callable medium-term notes (denominated in Pound Sterling)

On 24 July 2018, Investec Bank plc issued £420 000 000 of 4.25% subordinated notes due 2028 at a discount (2028 notes).

Interest is paid annually. The notes are listed on the London Stock Exchange. The notes are redeemable at par on 24 July 2028,

with a one-time redemption option on the early redemption date 24 July 2023 subject to conditions.

On 6 December 2022, Investec Bank plc completed a tender offer to purchase £350 000 000 aggregate nominal amount of the

notes at a cash purchase price of 99.446 pence plus an accrued interest payment. The total value of the debt redeemed was

£353 605 000 (excluding interest £347 926 000).

On 24 July 2023, Investec Bank plc exercised the one-time option to early redeem the remaining £70 000 000 aggregate nominal

amount of the notes at par plus an accrued interest payment. Including the interest, the total value of the debt redeemed was

£72 975 000.

Subordinated prepayable fixed rate resettable medium-term loan (denominated in Pound Sterling)

On 4 October 2021, Investec Bank plc entered into a £350 000 000 subordinated loan at a rate of 2.625% and repayable in 2032

(2032 loan) with Investec plc. Interest, after the initial short-period distribution paid on 4 January 2022, is paid annually

commencing on 4 January 2023 and ending on the maturity date. The loan may be prepaid on any date in the period from

4 October 2026 to (and including) 4 January 2027 subject to conditions. If the option to prepay is not exercised, the loan will be

repaid on the maturity date of 4 January 2032.

Subordinated prepayable fixed rate resettable medium-term loan (denominated in Pounds Sterling)

On 6 December 2022, Investec Bank plc entered into a £350 000 000 subordinated loan at a rate of 9.125% (2033 loan) with

Investec plc. Interest, after the initial short-period distribution paid on 6 March 2023, is paid annually commencing on 6 March 2024

and ending on the maturity date. The loan may be prepaid on any date in the period from 6 December 2027 to (and including)

6 March 2028 subject to conditions. If the option to prepay is not exercised, the loan will be repaid on the maturity date of

6 March 2033.

211

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40.

#### Ordinary share capital

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Group and Company | | |  |
| At 31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Authorised |  |  |  |  |
| The authorised share capital is £2 000 million (2024: £2 000 million) comprising: |  |  |  |  |
| 2 000 million ordinary shares of £1 each (2024 : 2 000 million ordinary shares of £1 each) |  |  |  |  |
| Issued, allotted and fully paid |  |  |  |  |
| Number of ordinary shares | Number |  | Number |  |
| At the beginning of the year | 1 280 550 000 |  | 1 280 550 000 |  |
| Issued during the year | — |  | — |  |
| At the end of the year | 1 280 550 000 |  | 1 280 550 000 |  |
| Nominal value of ordinary shares | £’000 |  | £’000 |  |
| At the beginning of the year | 1 280 550 |  | 1 280 550 |  |
| Issued during the year | — |  | — |  |
| At the end of the year | 1 280 550 |  | 1 280 550 |  |

41.

#### Other reserves

Fair value reserve

This comprises all fair value adjustments relating to investments in debt instruments and equity investments that are subsequently

measured at FVOCI. When the debt instrument is derecognised, the cumulative gain or loss is reclassified from equity to profit or

loss. For investments in equity instruments the cumulative gain or loss is not recycled, but is reclassified within equity on

derecognition.

Cash flow hedge reserve

This comprises the effective portion of the gain or loss on hedging instruments designated as cash flow hedges.

Foreign currency reserve

This represents the cumulative foreign exchange differences that arise on the translation of an entity with a different functional

currency than the presentation currency of the parent company. The cumulative reserve relating to a subsidiary or associate

company or joint venture that is disposed of is included in the determination of profit/loss on disposal of the subsidiary, associate

company or joint venture.

212

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42.

#### Additional Tier 1 securities in issue

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Fixed Rate Reset Perpetual Additional Tier 1 Write Down  Capital Securities | 350 000 |  | 458 108 |  | 350 000 |  | 458 108 |  |

On 16 October 2017, Investec Bank plc issued £200 million Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital

Securities to Investec plc. These securities were perpetual and paid a distribution rate on 5 March, June, September and

December, commencing from 5 December 2017. The distribution was set at 6.75% per annum until December 2024. A further

£50 million was issued was on 22 January 2019 and paid a distribution rate of 6.75% per annum quarterly, after the initial short

period distribution paid on 5 March 2019. On 1 March 2024, the Company bought back £142 million of these securities and

redeemed the remaining balance of £108 million on the first optional call date on 5 December 2024.

On 28 February 2024, Investec Bank plc issued £350 million of Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital

Securities at par to Investec plc. These securities are perpetual and pay interest on a semi-annual basis on 28 February and

28 August each year, commencing on 28 August 2024. At each interest payment date, Investec Bank plc can decide whether to

pay the coupon, which is non-cumulative, in whole or in part. The interest rate is 10.50% per annum until 28 February 2030;

thereafter it resets every subsequent five years to a rate of 6.566% per annum plus the benchmark gilt rate. The securities will be

automatically written down and the investors will lose their entire investment in the securities should the CET1 capital ratio of the

Investec plc group, as defined in the PRA’s rules, fall below 7%. The securities are redeemable at the option of the Company on any

day falling in the period from (and including) 28 August 2029 to (and including) 28 February 2030 or on any day falling in the period

of six months prior to (and including) any five year reset date thereafter. No such redemption may be made without the consent of

the PRA.

43.

#### Non-controlling interests

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Group |  |  |  |  |
| Non-controlling interests in partially held subsidiaries | 1 196 |  | 2 851 |  |

The decrease in non-controlling interests in the current year primarily relates to Investec Continental Europe Advisory which is now

accounted for as 100% held.

213

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44.

#### Finance lease disclosures

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2025 | |  | 2024 | |  |
| At 31 March | Total future  minimum  payments | Present value |  | Total future  minimum  payments | Present value |  |
| £’000 |  |  |
| Group |  |  |  |  |  |  |
| Finance lease receivables included in loans and advances  to customers |  |  |  |  |  |  |
| Lease receivables due in: |  |  |  |  |  |  |
| Less than one year | 246 608 | 190 729 |  | 231 750 | 183 405 |  |
| One to two years | 198 341 | 161 565 |  | 174 095 | 142 619 |  |
| Two to three years | 138 866 | 118 133 |  | 122 889 | 104 657 |  |
| Three to four years | 83 569 | 73 930 |  | 74 590 | 65 667 |  |
| Four to five years | 39 410 | 36 341 |  | 32 985 | 29 837 |  |
| Later than five years | 7 511 | 6 722 |  | 11 443 | 10 059 |  |
|  | 714 305 | 587 420 |  | 647 752 | 536 244 |  |
| Unearned finance income | (126 885) |  |  | (111 508) |  |  |
| Net investment in the lease | 587 420 |  |  | 536 244 |  |  |

At  31 March 2025 , unguaranteed residual values accruing to the benefit of the Group were £9.8 million ( 2024 : £5.9 million).

Finance leases in the Group mainly relate to leases on property, equipment and motor vehicles.

Reconciliation of movement in the year

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| At 31 March | 2025 |  | 2024 |
| £’000 |  |
| At the beginning of the year | 536 244 |  | 517 832 |
| New leases | 301 978 |  | 290 426 |
| Lease payments received | (280 378) |  | (281 834) |
| Interest on finance lease receivables | 62 914 |  | 53 464 |
| Terminations | (33 338) |  | (43 644) |
| At the end of the year | 587 420 |  | 536 244 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2025 | |  | 2024^ | |  |
| At 31 March | Total future  minimum  payments | Present value |  | Total future  minimum  payments | Present value |  |
| £’000 |  |  |
| Group |  |  |  |  |  |  |
| Finance lease receivables included in other assets |  |  |  |  |  |  |
| Lease receivables due in: |  |  |  |  |  |  |
| Less than one year | 1 270 | 1 258 |  | 38 116 | 35 640 |  |
| One to two years | 1 272 | 1 268 |  | 132 412 | 122 614 |  |
| Two to three years | 1 060 | 1 058 |  | 1 298 | 1 291 |  |
| Three to four years | — | — |  | 1 082 | 1 083 |  |
|  | 3 602 | 3 584 |  | 172 908 | 160 628 |  |
| Unearned finance income | (18) |  |  | (12 280) |  |  |
| Net investment in the lease | 3 584 |  |  | 160 628 |  |  |

^Restated as detailed in note 57.

Included in interest income on the income statement is £27 million ( 2024 : £30.8 million) from finance lease receivables.

The reduction in the year is mainly due to a lease modification for aircraft leasing which resulted in the finance lease changing to an

operating lease.

The Company has no finance lease receivables at 31 March 2025  ( 31 March 2024 : £nil).

214

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45.

#### Notes to the cash flow statement

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024^ |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Profit before taxation adjusted for non-cash items and other  required adjustments is derived as follows: |  |  |  |  |  |  |  |  |
| Profit before taxation | 446 848 |  | 827 699 |  | 335 497 |  | 699 640 |  |
| Adjustment for non-cash items included in net income before taxation: |  |  |  |  |  |  |  |  |
| Impairment of subsidiaries | — |  | — |  | 11 000 |  | 27 506 |  |
| Amortisation of acquired intangibles | — |  | 7 364 |  | — |  | — |  |
| Net gain on step acquisition of subsidiaries | — |  | (4 063) |  | — |  | — |  |
| Net gain on deconsolidation, disposal and liquidation of subsidiaries | — |  | (365 506) |  | (453) |  | (346 259) |  |
| Depreciation of operating lease assets | 17 |  | 28 |  | — |  | — |  |
| Depreciation and impairment of property, equipment, software  and other intangibles | 21 774 |  | 24 196 |  | 10 937 |  | 14 142 |  |
| Expected credit loss impairment charges | 97 040 |  | 85 997 |  | 84 989 |  | 67 340 |  |
| Share of post-taxation profit of associates and joint venture holdings | (38 081) |  | (9 032) |  | — |  | — |  |
| Dividends received from subsidiaries | — |  | — |  | (80 769) |  | (79 798) |  |
| Dividends received from associates and joint venture holdings | 24 173 |  | 228 |  | (24 051) |  | — |  |
| Share-based payments and employee benefit liability recognised | 1 067 |  | 183 |  | (609) |  | (245) |  |
| Profit before taxation adjusted for non-cash items | 552 838 |  | 567 094 |  | 336 541 |  | 382 326 |  |
| Increase in operating assets |  |  |  |  |  |  |  |  |
| Loans and advances to banks | 5 208 |  | 278 |  | 5 212 |  | 15 611 |  |
| Reverse repurchase agreements and cash collateral  on securities borrowed | (500 651) |  | 198 582 |  | (500 651) |  | 198 582 |  |
| Sovereign debt securities | (596 568) |  | (706 390) |  | (417 776) |  | (704 683) |  |
| Bank debt securities | (26 936) |  | (92 601) |  | (34 660) |  | (88 977) |  |
| Other debt securities | (62 795) |  | (10 860) |  | 19 711 |  | (10 827) |  |
| Derivative financial instruments | 90 872 |  | 205 107 |  | 93 739 |  | 201 565 |  |
| Securities arising from trading activities | 7 420 |  | (29 795) |  | 7 420 |  | (29 795) |  |
| Investment portfolio | (10 957) |  | 70 778 |  | (11 745) |  | 5 757 |  |
| Other loans and advances | (17 343) |  | 26 605 |  | (30 738) |  | (112 044) |  |
| Loans and advances to customers | (341 166) |  | (1 092 955) |  | (184 561) |  | (936 715) |  |
| Securitised assets | 66 702 |  | 11 529 |  | 468 |  | 3 537 |  |
| Other assets | 69 073 |  | (51 482) |  | 59 194 |  | (1 686) |  |
| Goodwill | — |  | 200 |  | — |  | — |  |
|  | (1 317 141) |  | (1 471 004) |  | (994 387) |  | (1 459 675) |  |
| (Decrease)/increase in operating liabilities |  |  |  |  |  |  |  |  |
| Deposits by banks | (696 737) |  | 2 112 |  | (589 125) |  | 33 940 |  |
| Derivative financial instruments | (134 464) |  | (236 611) |  | (161 766) |  | (235 925) |  |
| Other trading liabilities | (2 207) |  | (9 735) |  | (2 207) |  | (9 735) |  |
| Repurchase agreements and cash collateral on securities lent | 93 111 |  | (54 438) |  | 93 087 |  | (54 082) |  |
| Customer accounts | 704 228 |  | 1 599 817 |  | 231 568 |  | 1 766 795 |  |
| Debt securities in issue | 17 484 |  | (183 992) |  | 17 482 |  | (184 002) |  |
| Liabilities arising on securitisation of other assets | (71 751) |  | (9 858) |  | — |  | — |  |
| Other liabilities | (42 511) |  | 166 465 |  | (16 509) |  | 113 416 |  |
|  | (132 847) |  | 1 273 760 |  | (427 470) |  | 1 430 407 |  |

^Restated as detailed in note 57.

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46.

#### Commitments

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Undrawn facilities | 2 477 158 |  | 2 327 114 |  | 2 429 944 |  | 2 278 830 |  |
| Other commitments | 65 550 |  | 34 075 |  | — |  | — |  |
|  | 2 542 708 |  | 2 361 189 |  | 2 429 944 |  | 2 278 830 |  |

Expected credit losses (ECL) of £8 million (2024 : £8 million) arising on commitments are reported in other liabilities.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Carrying amount of pledged  assets | | |  | Related liability | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Group |  |  |  |  |  |  |  |  |
| Pledged assets |  |  |  |  |  |  |  |  |
| Loans and advances to banks | 48 103 |  | 19 008 |  | 89 736 |  | 12 367 |  |
| Sovereign debt securities | 177 855 |  | 28 362 |  | 86 245 |  | 16 852 |  |
| Bank debt securities | 14 872 |  | 39 187 |  | 7 212 |  | 23 284 |  |
| Securities arising from trading activities | 9 213 |  | 29 310 |  | 8 538 |  | 27 398 |  |
| Loans and advances to customers | 921 737 |  | 1 255 309 |  | 446 966 |  | 745 873 |  |
| Other loans and advances | 501 |  | 2 504 |  | 935 |  | 1 629 |  |
|  | 1 172 281 |  | 1 373 680 |  | 639 632 |  | 827 403 |  |
| Company |  |  |  |  |  |  |  |  |
| Pledged assets |  |  |  |  |  |  |  |  |
| Loans and advances to banks | 48 103 |  | 19 008 |  | 89 736 |  | 12 367 |  |
| Sovereign debt securities | 177 855 |  | 28 362 |  | 88 972 |  | 17 721 |  |
| Bank debt securities | 14 872 |  | 39 187 |  | 5 988 |  | 23 180 |  |
| Other debt securities | 624 085 |  | 705 788 |  | 312 198 |  | 440 984 |  |
| Securities arising from trading activities | 9 213 |  | 29 310 |  | 8 538 |  | 27 398 |  |
| Loans and advances to customers | 921 737 |  | 1 255 309 |  | 461 098 |  | 784 331 |  |
| Other loans and advances | 501 |  | 2 504 |  | 935 |  | 1 629 |  |
|  | 1 796 366 |  | 2 079 468 |  | 967 465 |  | 1 307 610 |  |

The assets pledged by the Group and Company are strictly for the purpose of providing collateral for the counterparty.

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47.

#### Contingent liabilities, legal matters and provisions

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Group | | |  | Company | | |  |
| At 31 March | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| £’000 |  |  |  |  |
| Guarantees and assets pledged as collateral security: |  |  |  |  |  |  |  |  |
| Guarantees and irrevocable letters of credit | 498 694 |  | 494 356 |  | 493 183 |  | 496 151 |  |
|  | 498 694 |  | 494 356 |  | 493 183 |  | 496 151 |  |

Expected credit losses (ECL) of £2 million (2024: £3 million) arising on contingent liabilities, legal matters and provisions are

reported in other liabilities.

In addition to guarantees, irrevocable letters of credit, credit derivative instruments, undrawn facilities and other commitments, the

Group includes in its off-balance sheet exposures for risk management purposes £72 million (2024: £78 million) of potential or

revocable exposures and similar arrangements that may arise in future, resulting in additional credit risk.

Guarantees are issued by Investec Bank plc on behalf of third parties and other Group companies. The guarantees are issued as

part of the banking business.

Support is provided by Investec Bank plc to its subsidiaries where appropriate.

Financial Services Compensation Scheme

The Financial Services Compensation Scheme (FSCS), the UK’s statutory fund of last resort, provides compensation to customers

of UK authorised financial institutions in the event that an institution which is a participating member of the FSCS is unable, or is

likely to be unable, to pay claims against it.

The FSCS raises annual levies from participating members based on their level of participation (in the case of deposits, the

proportion that their protected deposits represent to total protected deposits) as at 31 December of the year preceding the

scheme year. Investec Bank plc is a participating member of the FSCS.

At the date of these financial statements, it is not possible to estimate whether there will ultimately be additional levies on the

industry, the level of Group’s market participation or other factors that may affect the amounts or timing of amounts that may

ultimately become payable, nor the effect that such levies may have upon operating results in any particular financial period.

217

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47.

#### Contingent liabilities, legal matters and provisions

#### (continued)

Legal and regulatory matters

The Group operates in a legal and regulatory environment that exposes it to legal, regulatory and litigation risks. As a result, the

Group is involved in disputes, legal proceedings and is subject to enquiries and examinations, requests for information, audits,

investigations and other proceedings by regulators and competition authorities which arise in the ordinary course of business. The

Group evaluates all facts, the probability of the outcome of the proceedings and advice from internal and external legal counsel

when considering accounting and regulatory implications. At the present time the Group does not expect the ultimate resolution of

any of these ongoing regulatory reviews and other matters to have a material adverse effect on its financial position.

Historical German dividend tax arbitrage transactions

Investec Bank plc has previously been notified by the Office of the Public Prosecutor in Cologne, Germany, that it and certain of its

current and former employees may be involved in possible charges relating to historical involvement in German dividend tax

arbitrage transactions (known as cum-ex transactions). Investigations are ongoing and no formal proceedings have been issued

against Investec Bank plc by the Office of the Public Prosecutor. In addition, Investec Bank plc received certain enquiries in respect

of client tax reclaims for the periods 2010 - 2011 relating to the historical German dividend arbitrage transactions from the German

Federal Tax Office (FTO) in Bonn. The FTO has provided more information in relation to their claims and Investec Bank plc has

sought further information and clarification.

Investec Bank plc is cooperating with the German authorities and continues to conduct its own internal investigation into the

matters in question. A provision is held to reflect the estimate of financial outflows that could arise as a result of this matter and is

reassessed at each reporting date. There are factual issues to be resolved which may have legal consequences, including financial

penalties.

In relation to potential civil claims; whilst Investec Bank plc is not a claimant nor a defendant to any civil claims in respect of cum-ex

transactions, Investec Bank plc has received third-party notices in relation to two civil proceedings in Germany and may elect to

join the proceedings as a third-party participant. Investec Bank plc has itself served third-party notices on various participants to

these historic transactions in order to preserve the statute of limitations on any potential future claims that Investec Bank plc may

seek to bring against those parties, should Investec Bank plc incur any liability in the future. Investec Bank plc has also entered into

standstill agreements with some third parties in order to suspend the limitation period in respect of the potential civil claims. While

Investec Bank plc is not a claimant nor a defendant to any civil claims at this stage, it cannot rule out the possibility of civil claims by

or against Investec Bank plc in future in relation to the relevant transactions.

The Group has not provided further disclosure with respect to these historical dividend arbitrage transactions because it has

concluded that such disclosure may be expected to seriously prejudice its outcome.

Motor finance commission review

Investec Group (the Group) notes the recent Court of Appeal decisions on Wrench, Johnson and Hopcraft relating to motor

commission arrangements and the lender’s appeal to the UK Supreme Court which was heard on 1 April to 3 April 2025. Judgement

is expected by July 2025.

The Court of Appeal has determined that motor dealers acting as credit brokers owe certain duties to disclose to their customers

commission payable to them by lenders, and that lenders may have primary or secondary liability for motor dealers' non-

disclosures. This sets a higher bar for the disclosure of and consent to the existence, nature, and quantum of any commission paid

than had been understood to be required or applied across the motor finance industry prior to the Court of Appeal ruling. Our

approach to compliant disclosure was built on FCA / regulatory guidance and previous legal authorities. These decisions relate to

commission disclosures and consent obligations which go beyond the scope of the current FCA motor commissions review. The UK

Supreme Court granted relevant lenders permission to appeal the Wrench, Johnson and Hopcraft judgement on 1 April to 3 April

2025, to which we are awaiting the outcome from.

In establishing the provision estimate, the Group has created a number of scenarios to address uncertainties around a number of

key assumptions. These include the potential outcomes of the UK Supreme Court appeal, any steps that the FCA may take and

outcomes in relation to the extent of harm and remedies. Other key assumptions include applicable commission models,

commission rates, time periods, response rates, uphold rates, levels of redress/interest applied and costs to deliver. Based on this

approach the Group has concluded that the £30 million provision still remains appropriate based on information currently available.

The Group will continue to assess developments and potential impacts, including the outcome of the appeals, any announcement

by the FCA of their next steps, and any action by other regulators or government bodies. Given that there is significant uncertainty

across the motor finance industry as to the extent of any misconduct and customer loss that may be identified, and/or the nature,

extent and timing of any remediation action that may subsequently be required following the Court of Appeal decision and FCA

motor commission review. The Group therefore notes that the ultimate financial impact of the Court of Appeal decision and ongoing

FCA investigation into motor commission arrangements could materially vary, pending further guidance from the FCA or the

outcome of the appeal to the Supreme Court.

218

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48.

#### Related party transactions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year to   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Compensation of key management personnel and directors |  |  |  |  |
| Details of directors’ remuneration and interest in shares, including the disclosures required by  IAS 24 |  |  |  |  |
| Related party transactions for the compensation of key management personnel and directors are  disclosed in the directors’ remuneration report on pages  [96](#i447e4d363cd344738300acdd42f0e3a0_250)  to  [105](#ifa72657b73544d8db616102e7ba11496_35534). |  |  |  |  |
| Transactions, arrangements and agreements involving directors and others: |  |  |  |  |
| Transactions, arrangements and agreements involving directors and with directors and connected  persons and companies controlled by them, and with officers of the Company, were as follows: |  |  |  |  |
| Group and Company |  |  |  |  |
| Directors, key management and connected persons and companies controlled by them |  |  |  |  |
| Loans |  |  |  |  |
| At the beginning of the year | 13 173 |  | 8 108 |  |
| Increase in loans\* | 309 |  | 5 658 |  |
| Decrease in loans\* | (4 101) |  | (1 421) |  |
| Exchange adjustments | 339 |  | 828 |  |
| At the end of the year | 9 720 |  | 13 173 |  |
| Guarantees |  |  |  |  |
| At the beginning of the year | — |  | 100 |  |
| Decrease in guarantees\* | — |  | (94) |  |
| Exchange adjustments | — |  | (6) |  |
| At the end of the year | — |  | — |  |
| Deposits |  |  |  |  |
| At the beginning of the year | 5 276 |  | 6 502 |  |
| Increase in deposits | 1 024 |  | 1 394 |  |
| Decrease in deposits\* | (1 797) |  | (2 080) |  |
| Exchange adjustments | (116) |  | (540) |  |
| At the end of the year | 4 387 |  | 5 276 |  |

\*Movements primarily relate to normal course of business and changes in directorship during the current year.

The above transactions were made in the ordinary course of business and on substantially the same terms, including interest rates

and security, as for comparable arm’s length transactions with persons of a similar standing or, where applicable, with other

employees. The transactions did not involve more than the normal risk of repayment. None of these loans have been impaired.

219

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48.

#### Related party transactions

#### (continued)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year ended   31 March 2025 | Investec plc  and  subsidiaries | Investec  Limited and  subsidiaries | Total |  |
| £’000 |  |
| Group |  |  |  |  |
| Balances with other related parties |  |  |  |  |
| Assets |  |  |  |  |
| Loans and advances to banks | — | 1 046 | 1 046 |  |
| Derivative financial instruments | 26 604 | 1 | 26 605 |  |
| Other loans and advances | 23 670 | 125 | 23 795 |  |
| Other assets | 338 | 4 954 | 5 292 |  |
| Liabilities |  |  |  |  |
| Deposits by banks | — | 21 331 | 21 331 |  |
| Derivative financial instruments | — | 18 | 18 |  |
| Customer accounts (deposits) | 99 859 | 7 156 | 107 015 |  |
| Debt securities in issue | — | 12 772 | 12 772 |  |
| Other liabilities | — | 2 | 2 |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year ended   31 March 2024 | Investec plc  and  subsidiaries | Investec  Limited and  subsidiaries | Total |  |
| £’000 |  |
| Group |  |  |  |  |
| Balances with other related parties |  |  |  |  |
| Assets |  |  |  |  |
| Loans and advances to banks | — | 538 | 538 |  |
| Derivative financial instruments | 37 580 | — | 37 580 |  |
| Other loans and advances | 28 030 | — | 28 030 |  |
| Other assets | 3 495 | — | 3 495 |  |
| Liabilities |  |  |  |  |
| Deposits by banks | — | 24 053 | 24 053 |  |
| Derivative financial instruments | — | 64 | 64 |  |
| Customer accounts (deposits) | 60 604 | 6 857 | 67 461 |  |
| Debt securities in issue | — | 12 150 | 12 150 |  |
| Other liabilities | — | 499 | 499 |  |

The above outstanding balances arose in the ordinary course of business and on substantially the same terms, including interest

rates and security, as for comparable transactions with third party counterparties.

In the normal course of business, services are provided between Investec Bank plc and other companies in the Investec Group.

In the year to 31 March 2025, Investec Bank plc paid a net amount of £36 million ( 2024: £25.8 million) to Investec Limited and its

subsidiaries and received a net amount of £10.3 million (2024 : £4.9 million) from Investec plc and its subsidiaries for these services.

During the year to 31 March 2025, interest of £1 million (2024 : £1.2 million) was paid to entities held by Investec Limited and

£9.9 million (2024: £7.5 million) was paid to Investec plc and its subsidiaries. Interest of £87 000 (2024: £188 000) was received

from Investec Limited and its subsidiaries and interest of £18 million (2024: £19 million) was received from Investec plc and its

subsidiaries.

During the year to  31 March 2025, the Group paid £2.4 million (2024: £767 000) for services rendered in the ordinary course

of business and received £26.5 million (2024: £9.5 million) from associates and joint venture holdings.

Due to the nature of the Group’s business, there could be transactions with entities where some of the Group’s directors may

be mutual directors. These transactions are in the ordinary course of business and are on an arm’s length basis.

220

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48.

#### Related party transactions

#### (continued)

Balances and transactions between members of the Investec Bank plc Group

In accordance with IFRS 10 Consolidated Financial Statements, transactions and balances between the Company and its subsidiary

undertakings, and between those subsidiary undertakings, have all been eliminated on consolidation and thus are not reported as

related party transactions of the Group.

The Company, as a result of its position as parent of a Banking Group, has a large number of transactions with various of its

subsidiary undertakings; these are included on the balance sheet of the Company as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year ended   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Company |  |  |  |  |
| Assets |  |  |  |  |
| Loans and advances to banks | 119 112 |  | 31 302 |  |
| Other debt securities | 625 065 |  | 706 138 |  |
| Derivative financial instruments | 16 147 |  | 1 893 |  |
| Other loans and advances | 3 177 624 |  | 3 166 274 |  |
| Other assets | 6 507 |  | 7 366 |  |
| Liabilities |  |  |  |  |
| Deposits by banks | 501 423 |  | 408 044 |  |
| Derivative financial instruments | 4 521 |  | 39 391 |  |
| Customer accounts (deposits) | 1 340 326 |  | 1 393 875 |  |
| Repurchase agreements and cash collateral on securities lent | 150 332 |  | 150 356 |  |
| Other liabilities | 41 096 |  | 25 277 |  |

Balances and transactions with Investec plc and Investec Limited and fellow subsidiaries of Investec

Bank plc

The Company and its subsidiaries have balances due to and from its Parent company, Investec plc, and Investec Limited and fellow

subsidiaries. These are included on the balance sheet as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year ended   31 March 2025 | Investec plc  and  subsidiaries | Investec  Limited and  subsidiaries | Total |  |
| £’000 |  |
| Company |  |  |  |  |
| Balances with other related parties |  |  |  |  |
| Assets |  |  |  |  |
| Derivative financial instruments | 26 604 | 1 | 26 605 |  |
| Other loans and advances | 23 670 | 125 | 23 795 |  |
| Other assets | 5 725 | 3 813 | 9 538 |  |
| Liabilities |  |  |  |  |
| Deposits by banks | — | 21 331 | 21 331 |  |
| Derivative financial instruments | — | 18 | 18 |  |
| Customer accounts (deposits) | 84 570 | 6 814 | 91 384 |  |
| Debt securities in issue | — | 12 772 | 12 772 |  |

221

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48.

#### Related party transactions

#### (continued)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year ended   31 March 2024 | Investec plc  and  subsidiaries | Investec  Limited and  subsidiaries | Total |  |
| £’000 |  |
| Company |  |  |  |  |
| Balances with other related parties |  |  |  |  |
| Assets |  |  |  |  |
| Derivative financial instruments | 37 580 | — | 37 580 |  |
| Other loans and advances | 28 030 | — | 28 030 |  |
| Other assets | 4 294 | 3 302 | 7 596 |  |
| Liabilities |  |  |  |  |
| Deposits by banks | — | 24 053 | 24 053 |  |
| Derivative financial instruments | — | 64 | 64 |  |
| Customer accounts (deposits) | 46 065 | 6 856 | 52 921 |  |
| Debt securities in issue | — | 12 150 | 12 150 |  |
| Other liabilities | — | 358 | 358 |  |

The below outstanding balances arose from the ordinary course of business and on substantially the same terms, including interest

rates and security, as for comparable transactions with third party counterparties.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| For the year ended   31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Group and Company |  |  |  |  |
| Amounts due from associates | 13 833 |  | — |  |

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49.

#### Hedges

The Group uses derivatives for the management of financial risks relating to its asset and liability portfolios, mainly associated with

non-trading interest rate risks and exposures to foreign currency risk. Most non-trading interest rate risk is transferred from the

originating business to the Central Treasury in the Specialist Bank. Once aggregated and netted, Central Treasury actively manages

the liquidity mismatch and non-trading interest rate risk from our asset and liability portfolios. In this regard, Treasury is required to

exercise tight control of funding, liquidity, concentration and non-trading interest rate risk within defined parameters.

The accounting treatment of accounting hedges is dependent on the requirement to identify a direct relationship between a

hedged item and hedging instrument. Below is a description of each category of accounting hedges achieved by the Group.

In addition to fair value hedges and cash flow hedges, the Group maintains a structural hedging programme to reduce the

sensitivity of earnings to short-term interest rate movements. For more detail refer to page [283](#icd4ee75502c2463ea93e90de1b2ebc08_8889).

Fair value hedges

Fair value hedges are entered into mainly to hedge the exposure of changes in fair value of fixed rate financial instruments

attributable to interest rates.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| At 31 March | Description of financial  instrument designated as  hedging instrument (All included  within derivative financial  instruments on the balance sheet) | Notional  value of  hedging  instrument | Fair value of  hedging  instrument | Cumulative  fair value  gains or  (losses) on  hedging  instrument | Current year  fair value  gains or  (losses) on  hedging  instrument\* | Cumulative  fair value  gains or  (losses) on  hedged  item | Current  year fair  value gains  or (losses)  on hedged  item\* # ^ |  |
| £’000 |  |
| Group |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |
| Assets | Interest rate swap | 2 362 156 | 83 841 | 83 841 | (49 132) | (78 319) | 49 537 |  |
| Liabilities | Interest rate swap | 4 611 982 | (26 229) | (26 229) | 35 647 | 26 044 | (37 097) |  |
|  |  | 6 974 138 | 57 612 | 57 612 | (13 485) | (52 275) | 12 440 |  |
| 2024 |  |  |  |  |  |  |  |  |
| Assets | Interest rate swap | 2 371 336 | 126 798 | 132 974 | (54 334) | (127 854) | 69 919 |  |
| Liabilities | Interest rate swap | 6 387 935 | (61 876) | (61 876) | 35 364 | 63 141 | (32 760) |  |
|  |  | 8 759 271 | 64 922 | 71 098 | (18 970) | (64 713) | 37 159 |  |

\*Change in fair value used as the basis for recognising hedge effectiveness for the period.

#Included in 'Current year fair value gains or losses on hedged item' is a £12.5 million gain (2024, £19.8 million gain) due to the amortisation subsequent to de-

designation of accumulated fair value hedge adjustments related to the structural hedging programme undertaken in December 2022.

^For the purpose of the information presented in this table only, the 2024 'Current year fair value gains or (losses) on hedged item' has been updated to reflect the

inclusion of the structural hedging programme cumulative balance (£39.5 million) to be consistent with 2024 and 2025 cumulative balance presentation. This

cumulative balance was not previously included in 2023.

Hedge effectiveness is determined with reference to retrospective and prospective testing, but to the extent hedging instruments

are exposed to different risks than the hedged items, this could result in hedge ineffectiveness.

Sources of ineffectiveness include the following:

• Mismatches between the contractual terms of the hedged item and hedging instrument, including basis differences

• If a hedging relationship becomes over-hedged, for example, if the hedged item is partially redeemed but the original hedging

instrument remains in place.

Included within balance sheet management and other trading activities in the income statement is a £9 million loss

(2024: £1.5 million gain) arising from hedge ineffectiveness.

Included in ‘current year fair value gains or (losses) on hedged item' is a £4.6 million loss related to a debt issuance buyback during

the year, being the reversal of the cumulative fair value gain of £4.6 million recognised up to the buyback date.

There are no accumulated fair value hedge adjustments on matured hedged items. In circumstances where the hedged item has

been de-designated but remains on balance sheet i.e. as part of the structural hedging programme, any accumulated fair value

hedge adjustments shall be recognised in the income statement over the remaining life of the hedged item.

223

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49.

#### Hedges

#### (continued)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Carrying amount  of the hedged item | | |  |
| At 31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Hedged items |  |  |  |  |
| Group |  |  |  |  |
| Assets |  |  |  |  |
| Sovereign debt securities | 311 905 |  | 77 888 |  |
| Bank debt securities | 5 295 |  | 21 130 |  |
| Other debt securities | 15 754 |  | 13 584 |  |
| Loans and advances to customers | 2 012 683 |  | 2 038 635 |  |
| Other assets\* | — |  | 56 668 |  |
| Liabilities |  |  |  |  |
| Debt securities in issue | 794 101 |  | 757 282 |  |
| Customer accounts (deposits) | 3 267 390 |  | 4 922 286 |  |
| Subordinated liabilities | 699 940 |  | 700 000 |  |

\* Other assets includes aviation leasing related hedges.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| At 31 March | Up to one  month | One month  to three  months | Three  months to  six months | Six months  to one year | One to five  years | Greater than  five years | Total |  |
| £’000 |  |
| Maturity analysis of hedged items^ |  |  |  |  |  |  |  |  |
| Group |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |
| Assets – notionals |  |  |  |  |  |  |  |  |
| Sovereign debt securities | — | — | — | 8 000 | 275 500 | 29 500 | 313 000 |  |
| Bank debt securities | — | — | — | — | 5 000 | — | 5 000 |  |
| Other debt securities | — | — | — | — | 15 473 | — | 15 473 |  |
| Loans and advances to customers | 1 588 | 15 668 | 36 388 | 97 283 | 1 495 554 | 366 203 | 2 012 684 |  |
| Other assets\* | — | — | — | — | — | — | — |  |
| Liabilities – notionals |  |  |  |  |  |  |  |  |
| Debt securities in issue | — | — | — | 3 389 | 389 175 | 418 409 | 810 973 |  |
| Customer accounts (deposits) | 139 487 | 378 265 | 787 983 | 1 931 462 | 20 000 | 10 193 | 3 267 390 |  |
| Subordinated liabilities | — | — | — | — | — | 700 000 | 700 000 |  |
| 2024 |  |  |  |  |  |  |  |  |
| Assets – notionals |  |  |  |  |  |  |  |  |
| Sovereign debt securities | — | — | — | 8 000 | 64 000 | 10 000 | 82 000 |  |
| Bank debt securities | — | — | — | — | 22 000 | — | 22 000 |  |
| Other debt securities | — | — | — | — | 10 420 | 3 164 | 13 584 |  |
| Loans and advances to customers | 8 901 | 47 443 | 74 758 | 135 433 | 1 333 782 | 438 317 | 2 038 634 |  |
| Other assets\* | 2 818 | 5 661 | 8 566 | 17 411 | 22 212 | — | 56 668 |  |
| Liabilities – notionals |  |  |  |  |  |  |  |  |
| Debt securities in issue | — | — | — | 30 | 783 366 | — | 783 396 |  |
| Customer accounts (deposits) |  | 132 111 | 1 006 825 | 2 989 176 | 787 048 | 7 125 | 4 922 285 |  |
| Subordinated liabilities | — | — | — | — | — | 700 000 | 700 000 |  |

\* Other assets includes aviation leasing related hedges.

^The maturity profile of the hedged items would be materially consistent with the maturity profile of the hedging instruments.

224

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49.

#### Hedges

#### (continued)

Fair value hedges

Fair value hedges are entered into mainly to hedge the exposure of changes in fair value of fixed rate financial instruments

attributable to interest rates.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| At 31 March | Description of financial  instrument designated as  hedging instrument (All included  within derivative financial  instruments on the balance sheet) | Notional  value of  hedging  instrument | Fair value of  hedging  instrument | Cumulative  fair value  gains or  (losses) on  hedging  instrument | Current year  fair value  gains or  (losses) on  hedging  instrument\* | Cumulative  fair value  gains or  (losses) on  hedged  item | Current year  fair value  gains or  (losses) on  hedged  item\* # ^ |  |
| £’000 |  |
| Company |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |
| Assets | Interest rate swap | 2 362 156 | 83 841 | 83 841 | (41 942) | (78 319) | 45 209 |  |
| Liabilities | Interest rate swap | 4 611 982 | (26 229) | (26 229) | 35 647 | 26 044 | (37 097) |  |
|  |  | 6 974 138 | 57 612 | 57 612 | (6 295) | (52 275) | 8 112 |  |
| 2024 |  |  |  |  |  |  |  |  |
| Assets | Interest rate swap | 2 316 553 | 125 784 | 125 784 | (53 469) | (123 526) | 68 582 |  |
| Liabilities | Interest rate swap | 6 387 935 | (61 876) | (61 876) | 35 364 | 63 141 | (32 760) |  |
|  |  | 8 704 488 | 63 908 | 63 908 | (18 105) | (60 385) | 35 822 |  |

\*Change in fair value used as the basis for recognising hedge effectiveness for the period.

#Included in 'Current year fair value gains or losses on hedged item' is a £12.5 million gain (2024, £19.8 million gain) due to the amortisation subsequent to de-

designation of accumulated fair value hedge adjustments related to the structural hedging programme undertaken in December 2022.

^For the purpose of the information presented in this table only, the 2024 'Current year fair value gains or (losses) on hedged item' has been updated to reflect the

inclusion of the structural hedging programme cumulative balance (£39.5 million) to be consistent with 2024 and 2025 cumulative balance presentation. This

cumulative balance was not previously included in 2023.

Hedge effectiveness is determined with reference to retrospective and prospective testing, but to the extent hedging instruments

are exposed to different risks than the hedged items, this could result in hedge ineffectiveness.

Sources of ineffectiveness include the following:

• Mismatches between the contractual terms of the hedged item and hedging instrument, including basis differences

• If a hedging relationship becomes over-hedged, for example, if the hedged item is partially redeemed but the original hedging

instrument remains in place.

Included within balance sheet management and other trading activities in the income statement is a £6.2 million loss

(2024: £1.0 million gain) arising from hedge ineffectiveness. Included in ‘current year fair value gains or (losses) on hedged item' is a

£4.6 million loss related to a debt issuance buyback during the year, being the reversal of the cumulative fair value gain of £4.6

million recognised up to the buy-back date.

There are no accumulated fair value hedge adjustments on matured hedged items. In circumstances where the hedged item has

been de-designated but remains On balance sheet i.e. as part of the structural hedging programme, any accumulated fair value

hedge adjustments shall be recognised in the income statement over the remaining life of the hedged item.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Carrying amount  of the hedged item | | |  |
| At 31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Hedged items |  |  |  |  |
| Company |  |  |  |  |
| Assets |  |  |  |  |
| Sovereign debt securities | 311 905 |  | 77 888 |  |
| Bank debt securities | 5 295 |  | 21 130 |  |
| Other debt securities | 15 754 |  | 13 584 |  |
| Loans and advances to customers | 2 012 683 |  | 2 038 635 |  |
| Liabilities |  |  |  |  |
| Debt securities in issue | 794 101 |  | 757 282 |  |
| Customer accounts (deposits) | 3 267 390 |  | 4 922 286 |  |
| Subordinated liabilities | 699 940 |  | 700 000 |  |

225

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49.

#### Hedges

#### (continued)

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| At 31 March | Up to one  month | One month  to three  months | Three  months to  six months | Six months  to one year | One to five  years | Greater than  five years | Total |  |
| £’000 |  |
| Maturity analysis of hedged items^ |  |  |  |  |  |  |  |  |
| Company |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |
| Assets – notionals |  |  |  |  |  |  |  |  |
| Sovereign debt securities | — | — | — | 8 000 | 275 500 | 29 500 | 313 000 |  |
| Bank debt securities | — | — | — | — | 5 000 | — | 5 000 |  |
| Other debt securities | — | — | — | — | 15 473 | — | 15 473 |  |
| Loans and advances to customers | 1 588 | 15 668 | 36 388 | 97 283 | 1 495 554 | 366 203 | 2 012 684 |  |
| Liabilities – notionals |  |  |  |  |  |  |  |  |
| Debt securities in issue | — | — | — | 3 389 | 389 175 | 418 409 | 810 973 |  |
| Customer accounts (deposits) | 139 487 | 378 265 | 787 983 | 1 931 462 | 20 000 | 10 193 | 3 267 390 |  |
| Subordinated liabilities | — | — | — | — | — | 700 000 | 700 000 |  |
| 2024 |  |  |  |  |  |  |  |  |
| Assets – notionals |  |  |  |  |  |  |  |  |
| Sovereign debt securities | — | — | — | 8 000 | 64 000 | 10 000 | 82 000 |  |
| Bank debt securities | — | — | — | — | 22 000 | — | 22 000 |  |
| Other debt securities | — | — | — | — | 10 420 | 3 164 | 13 584 |  |
| Loans and advances to customers | 8 901 | 47 443 | 74 758 | 135 433 | 1 333 782 | 438 317 | 2 038 634 |  |
| Liabilities – notionals |  |  |  |  |  |  |  |  |
| Debt securities in issue | — | — | — | 30 | 783 366 | — | 783 396 |  |
| Customer accounts (deposits) | — | 132 111 | 1 006 825 | 2 989 176 | 787 048 | 7 125 | 4 922 285 |  |
| Subordinated liabilities | — | — | — | — | — | 700 000 | 700 000 |  |

^The maturity profile of the hedged items would be materially consistent with the maturity profile of the hedging instruments.

226

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| NOTES TO THE FINANCIAL STATEMENTS  CONTINUED | | | | | |

49.

#### Hedges

#### (continued)

Cash flow hedges

The change in the benchmark interest rate exposes the Group to cash flow variability risk from both existing and highly probable

future transactions. During the year the Group entered into interest rate swap transactions to mitigate the cash flow variability risk.

The aggregate expected cash flows were hedged based on cash flow forecasts with reference to terms and conditions present

in the affected contractual arrangements. Changes in fair value were initially recognised in other comprehensive income and

reclassified to the income statement when the cash flows affected the income statement.

A reconciliation of the cash flow hedge reserve can be found in the statement of changes in equity.

Hedging instruments and ineffectiveness

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 2025 | | | | | | |
|  | Carrying Amount | | | Change in fair  value used to  calculate hedge  ineffectiveness | Gain/(loss)  recognised  in OCI | Ineffectiveness  (loss) recognised  in the income  statement\* |  |
| At 31 March | Notional | Asset | Liability |  |
| £’000 |  |
| Group |  |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |  |
| Interest rate swaps | 350 000 | — | (208) | (3 938) | 3 913 | (25) |  |
|  | 350 000 | — | (208) | (3 938) | 3 913 | (25) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 2024 | | | | | | |
|  | Carrying Amount | | | Change in fair  value used to  calculate hedge  ineffectiveness | Gain/(loss)  recognised in  OCI | Ineffectiveness  (loss) recognised  in the income  statement\* |  |
| At 31 March | Notional | Asset | Liability |  |
| £’000 |  |
| Interest rate risk |  |  |  |  |  |  |  |
| Interest rate swaps | 350 000 | 3 210 | — | 2 034 | 2 148 | (114) |  |
|  | 350 000 | 3 210 | — | 2 034 | 2 148 | (114) |  |

\*Hedge ineffectiveness is included in the income statement within trading income arising from balance sheet management and other trading activities.

Hedged items in cash flow hedges

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025 | | | |
|  | Change in fair  value used for  calculating hedge  ineffectiveness | Balance in reserve  for continuing  hedges | Balance in reserve  where hedge  accounting is no  longer applied |  |
| At 31 March |  |
| £’000 |  |
| Group |  |  |  |  |
| Loans and advances to customers | 3 632 | 68 | (164) |  |
| Deposits by banks | 281 | — | (8 800) |  |
|  | 3 913 | 68 | (8 964) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | | |
| At 31 March | Change in fair value  used for calculating  hedge  ineffectiveness | Balance in reserve  for continuing  hedges | Balance in reserve  where hedge  accounting is no  longer applied |
| £’000 |
| Group |  |  |  |
| Loans and advances to customers | (3 781) | (3 563) | (215) |
| Deposits by banks | 1 633 | — | (20 755) |
|  | (2 148) | (3 563) | (20 970) |

227

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49.

#### Hedges

#### (continued)

Impact of cash flow hedges on profit and loss and other comprehensive income

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Cash flow hedge reserve | | |
| For the year to | 2025 | 2024 |  |
| £’000s |  |
| Group |  |  |  |
| Reconciliation from opening balance to closing balance |  |  |  |
| At the beginning of the year | 17 664 | 27 635 |  |
| Gain recognised in other comprehensive income on effective portion of changes in fair value of  hedging instruments | (3 913) | 2 148 |  |
| Gain reclassified to income statement when hedged item affected net profit for de-designated  relationships | (4 857) | (5 250) |  |
| Gain reclassified to income statement where hedged future cash flows are no longer expected  to occur | (6 867) | — |  |
| Taxation charge relating to cash flow hedges | 4 378 | (6 869) |  |
| At the end of the year | 6 405 | 17 664 |  |
| Closing balance is comprised of: |  |  |  |
| Cash flow hedge reserve before taxation | 8 896 | 24 533 |  |
| Deferred taxation | (2 491) | (6 869) |  |
| Cash flow hedge reserve at the end of the year | 6 405 | 17 664 |  |

228

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49 .

#### Hedges

#### (continued)

Hedging instruments and ineffectiveness

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 2025 | | | | | | |
|  | Carrying Amount | | | Change in fair  value used to  calculate hedge  ineffectiveness | Gain/(loss)  recognised  in OCI | Ineffectiveness  (loss) recognised  in the income  statement\* |  |
| At 31 March | Notional | Asset | Liability |  |
| £’000 |  |
| Company |  |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |  |
| Interest rate swaps | 350 000 | — | (208) | (3 938) | 3 913 | (25) |  |
|  | 350 000 | — | (208) | (3 938) | 3 913 | (25) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 2024 | | | | | | |
|  | Carrying Amount | | | Change in fair  value used to  calculate hedge  ineffectiveness | Gain/(loss)  recognised in  OCI | Ineffectiveness  (loss) recognised  in the income  statement\* |  |
| At 31 March | Notional | Asset | Liability |  |
| £’000 |  |
| Interest rate risk |  |  |  |  |  |  |  |
| Interest rate swaps | 350 000 | 3 210 | — | 2 034 | 2 148 | (114) |  |
|  | 350 000 | 3 210 | — | 2 034 | 2 148 | (114) |  |

• Hedge ineffectiveness is included in the income statement within trading income arising from balance sheet management and other trading activities.

Hedging items in cash flow hedges

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025 | | |  |
| At 31 March | Change in fair  value used for  calculating hedge  ineffectiveness | Balance in  reserve for  continuing  hedges | Balance in reserve  where hedge  accounting is no  longer applied |  |
| £’000 |  |
| Company |  |  |  |  |
| Loans and advances to customers | 3 632 | 68 | (164) |  |
| Customer accounts (deposits) | 281 | — | (8 800) |  |
|  | 3 913 | 68 | (8 964) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2024 | | |  |
| At 31 March | Change in fair value  used for calculating  hedge  ineffectiveness | Balance in reserve  for continuing  hedges | Balance in reserve  where hedge  accounting is no  longer applied |  |
| £’000 |  |
| Company |  |  |  |  |
| Loans and advances to customers | (3 781) | (3 563) | (215) |  |
| Customer accounts (deposits) | 1 633 | — | (20 755) |  |
|  | (2 148) | (3 563) | (20 970) |  |

229

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49.

#### Hedges

#### (continued)

Impact of cash flow hedges on profit and loss and other comprehensive income

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Cash flow reserve | | |
| For the year to | 2025 | 2024 |  |
| £’000s |  |
| Company |  |  |  |
| Reconciliation from opening balance to closing balance |  |  |  |
| At the beginning of the year | 17 664 | 27 635 |  |
| Gain recognised in other comprehensive income on effective portion of changes in fair value of  hedging instruments | (3 913) | 2 148 |  |
| Gain reclassified to income statement when hedged item affected net profit for de-designated  relationships | (4 857) | (5 250) |  |
| Gain reclassified to income statement where hedged future cash flows are no longer expected  to occur | (6 867) | — |  |
| Taxation charge relating to cash flow hedges | 4 378 | (6 869) |  |
| At the end of the year | 6 405 | 17 664 |  |
| Closing balance is comprised of: |  |  |  |
| Cash flow hedge reserve before taxation | 8 896 | 24 533 |  |
| Deferred taxation | (2 491) | (6 869) |  |
| Cash flow hedge reserve at the end of the year | 6 405 | 17 664 |  |

230

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50.

#### Liquidity analysis of financial liabilities based on undiscounted cash flows

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| At 31 March | Carrying  value | Demand | Up to one  month | One month  to three  months | Three  months to  six months | Six months  to one year | One year to  five years | Greater  than five  years | Total |  |
| £’000 |  |
| Group |  |  |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |
| Deposits by banks | 1 477 568 | 188 434 | 9 784 | 2 968 | 15 327 | 725 509 | 598 848 | — | 1 540 870 |  |
| Derivative financial  instruments | 274 791 | 4 654 | 28 960 | 57 468 | 49 077 | 62 353 | 80 708 | 22 351 | 305 571 |  |
| Derivative financial  instruments  – held for trading |  | 52 | — | — | — | — | — | — | 52 |  |
| Derivative financial  instruments  – held for hedging risk |  | 4 602 | 28 960 | 57 468 | 49 077 | 62 353 | 80 708 | 22 351 | 305 519 |  |
| Other trading  liabilities | 16 242 | 16 242 | — | — | — | — | — | — | 16 242 |  |
| Repurchase  agreements and cash  collateral on  securities lent | 178 202 | 8 514 | 169 663 | 25 | — | — | — | — | 178 202 |  |
| Customer accounts  (deposits) | 21 555 444 | 7 252 301 | 1 208 025 | 6 071 451 | 3 576 557 | 2 402 321 | 1 266 990 | — | 21 777 645 |  |
| Debt securities in  issue | 974 371 | — | 1 799 | 9 898 | 15 377 | 106 105 | 539 060 | 434 770 | 1 107 009 |  |
| Other liabilities | 509 303 | 52 803 | 315 847 | 29 639 | 10 561 | 62 722 | 37 602 | 129 | 509 303 |  |
| Subordinated  liabilities | 682 218 | — | — | — | — | 41 125 | 164 500 | 814 188 | 1 019 813 |  |
| Total on-balance  sheet liabilities | 25 668 139 | 7 522 948 | 1 734 078 | 6 171 449 | 3 666 899 | 3 400 135 | 2 687 708 | 1 271 438 | 26 454 655 |  |
| Contingent liabilities | — | 3 065 | 631 | 94 109 | 8 179 | 70 553 | 317 201 | 4 956 | 498 694 |  |
| Commitments | — | 135 924 | 83 220 | 48 555 | 94 912 | 303 858 | 1 557 630 | 390 359 | 2 614 458 |  |
| Total liabilities | 25 668 139 | 7 661 937 | 1 817 929 | 6 314 113 | 3 769 990 | 3 774 546 | 4 562 539 | 1 666 753 | 29 567 807 |  |

The balances in the above table will not agree directly to the balances in the consolidated balance sheet, as the table incorporates

all cash flows on an undiscounted basis relating to both principal and those associated with all future coupon payments (except for

trading liabilities and trading derivatives). Furthermore, loan commitments are generally not recognised on the balance sheet. The

cash flow profile of debt securities in issue above considers modelled early redemptions.

Trading liabilities and trading derivatives have been included in the ‘Demand’ time bucket and not by contractual maturity because

trading liabilities are typically held for short periods of time.

For an unaudited analysis based on discounted cash flows, refer to page [279](#icd4ee75502c2463ea93e90de1b2ebc08_8897) .

231

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50 .

#### Liquidity analysis of financial liabilities based on undiscounted cash flows

#### (continued)

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| At 31 March | Carrying  value | Demand | Up to one  month | One month  to three  months | Three  months to  six months | Six months  to one year | One year to  five years | Greater than  five years | Total |  |
| £’000 |  |
| Group |  |  |  |  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |
| Deposits by banks | 2 174 305 | 226 716 | 19 659 | 16 494 | 36 318 | 50 188 | 1 981 853 | — | 2 331 228 |  |
| Derivative financial  instruments^ | 409 255 | 4 215 | 46 520 | 56 680 | 74 249 | 101 758 | 144 603 | 18 631 | 446 656 |  |
| Derivative financial  instruments  – held for trading |  | 757 | — | — | — | — | — | — | 757 |  |
| Derivative financial  instruments  – held for hedging risk |  | 3 458 | 46 520 | 56 680 | 74 249 | 101 758 | 144 603 | 18 631 | 445 899 |  |
| Other trading  liabilities | 18 449 | 18 449 | — | — | — | — | — | — | 18 449 |  |
| Repurchase  agreements and cash  collateral on  securities lent | 85 091 | 17 575 | 67 516 | — | — | — | — | — | 85 091 |  |
| Customer accounts  (deposits) | 20 851 216 | 6 193 673 | 2 155 303 | 3 532 546 | 3 352 407 | 4 320 992 | 1 645 384 | — | 21 200 305 |  |
| Debt securities in  issue | 956 887 | — | 6 188 | 24 873 | 42 662 | 66 217 | 909 599 | 1 194 | 1 050 733 |  |
| Liabilities arising on  securitisation of other  assets | 71 751 | — | — | 7 154 | 3 462 | 6 540 | 40 251 | 34 570 | 91 977 |  |
| Other liabilities | 557 111 | 94 540 | 313 160 | 18 928 | 5 275 | 95 155 | 26 980 | 3 073 | 557 111 |  |
| Subordinated  liabilities | 668 810 | — | — | — | — | 41 125 | 164 500 | 855 313 | 1 060 938 |  |
| Total on-balance  sheet liabilities | 25 792 875 | 6 555 168 | 2 608 346 | 3 656 675 | 3 514 373 | 4 681 975 | 4 913 170 | 912 781 | 26 842 488 |  |
| Contingent liabilities | — | — | 39 441 | 86 687 | 1 766 | 24 139 | 332 829 | 9 493 | 494 355 |  |
| Commitments | — | 139 830 | 108 511 | 32 337 | 196 253 | 294 082 | 1 282 947 | 384 953 | 2 438 913 |  |
| Total liabilities | 25 792 875 | 6 694 998 | 2 756 298 | 3 775 699 | 3 712 392 | 5 000 196 | 6 528 946 | 1 307 227 | 29 775 756 |  |

^Restated as detailed in note 57.

232

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50.

#### Liquidity analysis of financial liabilities based on undiscounted cash flows

#### (continued)

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| At 31 March | Carrying  value | Demand | Up to one  month | One month  to three  months | Three  months to  six months | Six months  to one year | One year to  five years | Greater  than five  years | Total |  |
| £’000 |  |
| Company |  |  |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |
| Deposits by banks | 1 968 896 | 679 762 | 9 784 | 2 968 | 15 327 | 725 509 | 598 848 | — | 2 032 198 |  |
| Derivative financial  instruments | 267 909 | 9 131 | 26 756 | 54 602 | 47 418 | 60 703 | 77 731 | 22 351 | 298 692 |  |
| Derivative financial  instruments  – held for trading |  | 4 558 | — | — | — | — | — | — | 4 558 |  |
| Derivative financial  instruments  – held for hedging risk |  | 4 573 | 26 756 | 54 602 | 47 418 | 60 703 | 77 731 | 22 351 | 294 134 |  |
| Other trading  liabilities | 16 242 | 16 242 | — | — | — | — | — | — | 16 242 |  |
| Repurchase  agreements and cash  collateral on  securities lent | 328 534 | 8 813 | 169 664 | 150 057 | — | — | — | — | 328 534 |  |
| Customer accounts  (deposits) | 19 952 173 | 5 809 019 | 966 866 | 5 372 158 | 3 454 868 | 2 425 667 | 2 132 159 | — | 20 160 737 |  |
| Debt securities in  issue | 973 176 | — | 1 799 | 9 898 | 15 377 | 106 105 | 539 060 | 433 576 | 1 105 815 |  |
| Other liabilities | 455 892 | 89 863 | 272 728 | 21 282 | 7 452 | 58 019 | 6 419 | 129 | 455 892 |  |
| Subordinated  liabilities | 682 218 | — | — | — | — | 41 125 | 164 500 | 814 188 | 1 019 813 |  |
| Total on-balance  sheet liabilities | 24 645 040 | 6 612 830 | 1 447 597 | 5 610 965 | 3 540 442 | 3 417 128 | 3 518 717 | 1 270 244 | 25 417 923 |  |
| Contingent liabilities | — | — | 631 | 90 535 | 15 292 | 65 572 | 315 566 | 5 587 | 493 183 |  |
| Commitments | — | 43 683 | 83 220 | 47 713 | 93 705 | 302 818 | 1 557 630 | 346 217 | 2 474 986 |  |
| Total liabilities | 24 645 040 | 6 656 513 | 1 531 448 | 5 749 213 | 3 649 439 | 3 785 518 | 5 391 913 | 1 622 048 | 28 386 092 |  |

The balances in the above table will not agree directly to the balances in the Company balance sheet, as the table incorporates

all cash flows on an undiscounted basis relating to both principal and those associated with all future coupon payments (except

for trading liabilities and trading derivatives). Furthermore, loan commitments are generally not recognised on the balance sheet.

The cash flow profile of debt securities in issue above considers modelled early redemptions.

Trading liabilities and trading derivatives have been included in the ‘Demand’ time bucket and not by contractual maturity because

trading liabilities are typically held for short periods of time.

233

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50 .

#### Liquidity analysis of financial liabilities based on undiscounted cash flows

#### (continued)

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| At 31 March | Carrying  value | Demand | Up to one  month | One month  to three  months | Three  months to  six months | Six months  to one year | One year to  five years | Greater than  five years | Total |  |
| £’000 |  |
| Company |  |  |  |  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |  |  |  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |
| Deposits by banks | 2 558 021 | 629 347 | 19 659 | 6 301 | 27 596 | 50 188 | 1 981 853 | — | 2 714 944 |  |
| Derivative financial  instruments | 429 675 | 43 583 | 45 189 | 53 741 | 72 231 | 96 139 | 137 855 | 18 337 | 467 075 |  |
| Derivative financial  instruments  – held for trading |  | 40 125 | — | — | — | — | — | — | 40 125 |  |
| Derivative financial  instruments  – held for hedging risk |  | 3 458 | 45 189 | 53 741 | 72 231 | 96 139 | 137 855 | 18 337 | 426 950 |  |
| Other trading  liabilities | 18 449 | 18 449 | — | — | — | — | — | — | 18 449 |  |
| Repurchase  agreements and cash  collateral on  securities lent | 235 447 | 17 874 | 67 516 | 150 057 | — | — | — | — | 235 447 |  |
| Customer accounts  (deposits) | 19 720 605 | 5 046 705 | 1 961 070 | 2 880 713 | 3 267 206 | 4 374 430 | 2 524 491 | — | 20 054 615 |  |
| Debt securities in  issue | 955 694 | — | 6 188 | 24 872 | 42 662 | 66 217 | 909 599 | — | 1 049 538 |  |
| Other liabilities | 468 790 | 113 269 | 270 203 | 9 868 | 2 628 | 62 747 | 10 035 | 40 | 468 790 |  |
| Subordinated  liabilities | 668 810 | — | — | — | — | 41 125 | 164 500 | 855 313 | 1 060 938 |  |
| Total on-balance  sheet liabilities | 25 055 491 | 5 869 227 | 2 369 825 | 3 125 552 | 3 412 323 | 4 690 846 | 5 728 333 | 873 690 | 26 069 796 |  |
| Contingent liabilities | — | — | 40 085 | 86 655 | — | 20 144 | 339 773 | 9 493 | 496 150 |  |
| Commitments | — | 67 530 | 90 701 | 29 167 | 184 809 | 290 974 | 1 275 989 | 384 953 | 2 324 123 |  |
| Total liabilities | 25 055 491 | 5 936 757 | 2 500 611 | 3 241 374 | 3 597 132 | 5 001 964 | 7 344 095 | 1 268 136 | 28 890 069 |  |

234

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51.

#### Principal subsidiaries and associated companies and joint venture holdings –

#### Investec Bank plc

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | Interest | | |  |
| At 31 March | Principal activity | Country of  incorporation | 2025 |  | 2024 |  |
| Direct subsidiaries of Investec Bank plc |  |  |  |  |  |  |
| Investec Investments (UK) Limited | Investment holding | England and Wales | 100% |  | 100% |  |
| Investec Asset Finance plc | Leasing | England and Wales | 100% |  | 100% |  |
| Investec Bank (Channel Islands) Limited | Banking institution | Guernsey | 100% |  | 100% |  |
| Investec Bank (Switzerland) AG | Banking institution and  wealth manager | Switzerland | 100% |  | 100% |  |
| Investec Group Investments (UK) Limited | Investment holding | England and Wales | 100% |  | 100% |  |
| Investec Holdings Australia Pty Limited | Holding company | Australia | 100% |  | 100% |  |
| Investec Capitalmind Investment Limited | Non trading | England and Wales | 100% |  | 100% |  |
| Indirect subsidiary undertakings of Investec Bank plc |  |  |  |  |  |  |
| Investec Europe Limited | MiFiD firm | Ireland | 100% |  | 100% |  |
| Investec Securities (US) LLC | Financial services | USA | 100% |  | 100% |  |
| Investec Continental Europe Advisory BV | Non trading | Netherlands | 60% |  | 60% |  |
| Investec Advisory SAS | Advisory services | France | 60% |  | 60% |  |
| Investec Advisory GmbH & Co. KG | Advisory services | Germany | 60% |  | 60% |  |
| Investec Advisory B.V | Advisory services | Netherlands | 60% |  | 60% |  |

All of the above subsidiary undertakings are included in the consolidated accounts.

The subsidiaries listed above are only in relation to subsidiary undertakings whose results or financial position, in the opinion of the

directors, have a significant impact on the financial statements.

For more details on interests in associated undertakings and joint venture holdings refer to note  28 .

A complete list of subsidiary, associated undertakings and joint venture holdings as required by the Companies Act 2006

is included in note  58 on pages [244](#i447e4d363cd344738300acdd42f0e3a0_481) to [247](#iab60f1283f8349ae99ce1516e9e33c88_297) .

Consolidated structured entities

Investec Bank plc has no equity interest in the following structured entities, which are consolidated. Typically a structured entity

is an entity in which voting or similar rights are not the dominant factor in deciding control. The judgements to assess whether

the Group has control over these structures include assessing the purpose and design of the entity and considering whether

the Group or another involved party with power over the relevant activities is acting as a principal in its own right or as an agent

on behalf of others.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name of principal structured entity |  | Type of structured entity |
| Cavern Funding 2020 plc |  | Securitised auto receivables |
| Landmark Mortgage Securities No. 2 plc^ |  | Securitised residential mortgages |
| Temese Funding 2 plc |  | Securitised receivables |
| Gresham Leasing One Limited |  | Aircraft related |
| KF Turbo Leasing Limited |  | Dormant company |
| Zebra Aviation Limited |  | Aircraft leasing |
| Zebra Capital II Limited |  | Structured note issuance related |

^During the year, the Group sold a residual tranche holding in Landmark Mortgage Securities No. 2 plc structured entity which subsequently resulted in the

deconsolidation of the SPV and its related assets and liabilities.

For additional detail on the other securitised assets and liabilities arising on securitisation, refer to note 27 .

Details of the risks to which the Group is exposed through all of its securitisations are included in the notes to risk and capital

management on page [273](#i447e4d363cd344738300acdd42f0e3a0_511).

235

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51.

#### Principal subsidiaries and associated companies and joint venture holdings –

#### Investec Bank plc

#### (continued)

The key assumptions for the main types of structured entities which the Group consolidates are summarised below:

Securitised residential mortgages

The Group has securitised residential mortgages in order to provide investors with exposure to residential mortgage risk and to

raise funding. These structured entities are consolidated due to the Group’s holdings of equity notes combined with its control over

servicing activities. The Group is not required to fund any losses above those incurred on the notes it has retained; such losses are

reflected in any impairment of securitised mortgages as those assets have not been derecognised.

Structured debt and loan portfolios

The Group has structured debt and loan portfolios for the purpose of issuing asset-backed securities. These structured entities are

consolidated due to the Group’s retention of equity notes and because it continues to act as the collateral manager. The Group is

not required to fund any losses above those incurred on the notes it has retained.

Securitised receivables

The Group has securitised a portfolio of medium-term lease and hire purchase receivables. These structured entities are

consolidated as the Group has retained the equity notes and control over servicing activities. The Group is not required to fund

any losses above those incurred on the notes it has retained.

Other structured entities – commercial operations

The Group also consolidates a number of structured entities where control arises from rights attached to lending facilities and

similar commercial involvement. These arise primarily in the areas of aircraft funds where the Group has rights which allow it

to maximise the value of the assets held and investments in mining projects due to its exposure to equity-like returns and ability

to influence the strategic and financial decision-making.

The Group is not required to fund any losses above those which could be incurred on debt positions held or swaps which exist

with these structured entities. The risks to which the Group is exposed from these structured entities are related to the underlying

assets held in the structures.

Significant restrictions

As is typical for a large group of companies, there are restrictions on the ability of the Group to obtain distributions of capital,

access the assets or repay the liabilities of members of the Group due to the statutory, regulatory and contractual requirements

of its subsidiaries.

These are considered below:

Regulatory requirements

Subsidiary companies are subject to prudential regulation and regulatory capital requirements in the countries in which they

are regulated. These require entities to maintain minimum capital, leverage and exposure ratios restricting the ability of these

entities to make distributions of cash or other assets to the Parent company. Regulated subsidiaries of the Group are required

to maintain liquidity pools to meet PRA and local regulatory requirements. The main subsidiaries affected are: Investec Bank

(Channel Islands) Limited and Investec Bank (Switzerland) AG which must maintain compliance with the regulatory minimum.

Capital management within the Group is discussed in the notes to risk and capital management on pages [287](#i447e4d363cd344738300acdd42f0e3a0_526) to [289](#i7c92788fb1474a82a8a57477341a81fa_42600).

Statutory requirements

The Group’s subsidiaries are subject to statutory requirements not to make distributions of capital and unrealised profits,

and generally maintain solvency. These requirements restrict the ability of subsidiaries to remit dividends, except in the case

of a legal capital reduction or liquidation.

Contractual requirements

Asset encumbrance – the Group uses its financial assets to raise finance in the form of securitisations and through the liquidity

schemes of central banks. Once encumbered, the assets are not available for transfer around the Group. The assets typically

affected are disclosed in notes 19 and 54.

236

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51.

#### Principal subsidiaries and associated companies and joint venture holdings –

#### Investec Bank plc

#### (continued)

Structured associates

The Group has investments in a number of structured funds specialising in aircraft financing where the Group acts as adviser or

fund manager in addition to holding units within the fund. As a consequence of these roles and funding, the Group has significant

influence over the fund and therefore the funds are treated as associates.

The Group applies the venture capital exemption to these holdings and, as such, the investments in the funds are accounted

for at fair value and held within the investment portfolio on the balance sheet.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Type of structured entity |  |  | Nature and purpose |  |  | Interest held by the Group/income earned |
|  |  |  |  |  |  |  |
| Aircraft investment funds |  |  | To generate fees from managing assets on  behalf of third party investors |  |  | Investments in units issued by the fund |
|  |  |  | These vehicles are financed through the issue  of units to investors |  |  | Management fees |

The table below sets out an analysis of the carrying amounts of interests held by the Group in structured associate entities.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 31 March 2025 | Line on the balance  sheet | Carrying  value  £'000 | Maximum exposure to  loss | Income earned from  structured entity | £’000 |  |
| £’000 |  |
| Aircraft investment funds | Investment portfolio | 22 082 | Limited to the  carrying value | Investment income | 2 180 |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 31 March 2024 | Line on the balance  sheet | Carrying  value  £'000 | Maximum exposure to  loss | Income earned from  structured entity | £’000 |  |
| £’000 |  |
| Aircraft investment funds | Investment portfolio | 22 108 | Limited to the  carrying value | Investment income | 226 |  |

237

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52.

#### Unconsolidated structured entities

The Group enters into transactions with unconsolidated structured entities in the normal course of business to facilitate customer

transactions and for specific investment opportunities. Unconsolidated structured entities are those which the Group does not

control in line with basis of consolidation as set out in the accounting policies on pages  [128](#i447e4d363cd344738300acdd42f0e3a0_280)  to [142](#i7e3e178259884a948abc3d325fbe8a20_42814) .

The table below describes the types of unconsolidated structured entities the Group has transactions with.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Type of structured entity |  |  | Nature and purpose |  |  | Interest held by the Group/income earned |
|  |  |  |  |  |  |  |
| Investment funds |  |  | To generate fees from managing assets on  behalf of third party investors |  |  | Investments in units issued by the fund |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  | These vehicles are financed through the issue  of units to investors |  |  | Management fees |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Debt funds |  |  | To generate a return for investors by  providing exposure to residential  mortgage risk |  |  | Investments in units issued by the fund |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  | These vehicles are financed through the issue  of notes to investors |  |  | Interest income/Investment income/  Management fees |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Aircraft leasing structures |  |  | To generate fees from managing assets on  behalf of third party investors |  |  | Investments in units issued by the fund |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  | These vehicles are financed through the issue  of units to investors |  |  | Interest income/Investment income |
|  |  |  |  |  |  |  |

The table below shows the Group's maximum exposure to the unconsolidated structured entities.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March 2025 | Investment fund | Debt fund | Aircraft leasing  structure | Total |
| £’000 |
| Derivatives assets (fair value through profit and loss) | — | — | 92 | 92 |
| Loans and advances (fair value through profit and loss) | — | — | 11 011 | 11 011 |
| Investment portfolio (fair value through profit and loss) | 24 639 | 4 250 | 1 091 | 29 980 |
| Other debt securities (fair value through profit and loss) | — | 26 819 | — | 26 819 |
| Total assets | 24 639 | 31 069 | 12 194 | 67 902 |
| Other liabilities (fair value through profit and loss) | — | — | — | — |
| Total liabilities | — | — | — | — |
| Off-balance sheet commitments | — | 40 254 | 2 556 | 42 810 |
| Maximum exposure at 31 March 2025 | 24 639 | 71 323 | 14 750 | 110 712 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March 2024 | Investment fund | Debt fund | Aircraft leasing  structure | Total |
| £’000 |
| Loans and advances (fair value through profit and loss) | — | — | 11 477 | 11 477 |
| Investment portfolio (fair value through profit and loss) | 24 337 | 6 395 | 1 114 | 31 846 |
| Other debt securities (fair value through profit and loss) | — | 32 252 | — | 32 252 |
| Total assets | 24 337 | 38 647 | 12 591 | 75 575 |
| Other liabilities (fair value through profit and loss) | 0 | 12 | — | 12 |
| Total liabilities | — | 12 | — | 12 |
| Off-balance sheet commitments | — | 13 485 | 2 610 | 16 096 |
| Maximum exposure at 31 March 2024 | 24 337 | 52 120 | 15 201 | 91 659 |

^The prior year disclosure for balances in a Debt fund has been corrected to present the values under 'Debt fund', rather than 'Investment fund'.

238

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52.

#### Unconsolidated structured entities

#### (continued)

Financial support provided to the unconsolidated structured entities

There are no contractual agreements which require the Group to provide any additional financial or non-financial support to these

structured entities.

During the year, the Group has not provided any such support and does not have any current intentions to do so in the future.

Sponsoring

The Group considers itself a sponsor of a structured entity when it facilitates the establishment of the structured entity.

Interests in structured entities which the Group has not set up

Purchased securitisation positions

The Group buys and sells interests in structured entities that it has not originated as part of its trading activities, for example,

residential mortgage securities, commercial mortgage securities, loans to corporates and resecuritisations. In such cases

the Group typically has no other involvement with the structured entity other than the securities it holds as part of its trading

activities, and its maximum exposure to loss is restricted to the carrying value of the asset.

Details of the value of these interests is included in the notes to risk and capital management on page [273](#i447e4d363cd344738300acdd42f0e3a0_511).

239

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53.

#### Offsetting

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Amounts subject to enforceable netting arrangements | | | | | | | | |  |
|  | Effects of offsetting on-balance sheet | | | |  | Related amounts not offset\* | | | |  |
| At 31 March | Gross  amounts | Amounts  offset |  | Net financial  assets/  liabilities  reported on  the balance  sheet |  | Financial  instruments  (including non-  cash collateral) | Cash  collateral |  | Net amount |  |
| £’000 |  |  |  |  |
| Group |  |  |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |  |
| Reverse repurchase agreements and  cash collateral on securities borrowed | 1 640 765 | — |  | 1 640 765 |  | (1 606 223) | (34 542) |  | — |  |
| Derivative financial instruments | 945 634 | (619 748) |  | 325 886 |  | (116 383) | (113 709) |  | 95 794 |  |
| Other assets | 270 115 | 111 432 |  | 381 547 |  | — | — |  | 381 547 |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |
| Derivative financial instruments | 783 107 | (508 316) |  | 274 791 |  | (116 383) | (37 815) |  | 120 593 |  |
| Repurchase agreements and cash  collateral on securities lent | 178 202 | — |  | 178 202 |  | (176 831) | (522) |  | 849 |  |

\*The Group enters into derivatives and repurchase and reverse repurchase agreements with various counterparties which are governed by industry standard master

netting agreements. The Group holds and provides cash and securities collateral in respect of derivatives transactions covered by these agreements. The right to set

off balances under these master netting agreements or to set off cash and securities collateral only arises in the event of non-payment or default and, as a result,

these arrangements do not qualify for offsetting under IAS 32.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Amounts subject to enforceable netting arrangements | | | | | | | | |  |
|  | Effects of offsetting on-balance sheet | | | |  | Related amounts not offset\* | | | |  |
| At 31 March | Gross  amounts | Amounts  offset 1 |  | Net financial  assets/  liabilities  reported on  the balance  sheet ^# |  | Financial  instruments  (including non-  cash collateral) 2 | Cash  collateral † |  | Net amount |  |
| £’000 |  |  |  |  |
| Group |  |  |  |  |  |  |  |  |  |  |
| 2024\*\* |  |  |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |  |
| Reverse repurchase agreements and  cash collateral on securities borrowed | 1 140 115 | — |  | 1 140 115 |  | (1 097 905) | (31 029) |  | 11 181 |  |
| Derivative financial instruments | 1 552 093 | (1 119 698) |  | 432 395 |  | (124 113) | (127 045) |  | 181 237 |  |
| Other assets | 265 597 | 189 849 |  | 455 446 |  | — | — |  | 455 446 |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |
| Derivative financial instruments | 1 339 104 | (929 849) |  | 409 255 |  | (124 113) | (10 745) |  | 274 397 |  |
| Repurchase agreements and cash  collateral on securities lent | 85 091 | — |  | 85 091 |  | (85 091) | — |  | — |  |
| Debt securities in issue | 956 887 | — |  | 956 887 |  | (9 823) | — |  | 947 064 |  |

\*The Group enters into derivatives and repurchase and reverse repurchase agreements with various counterparties which are governed by industry standard master

netting agreements. The Group holds and provides cash and securities collateral in respect of derivatives transactions covered by these agreements. The right to set

off balances under these master netting agreements or to set off cash and securities collateral only arises in the event of non-payment or default and, as a result,

these arrangements do not qualify for offsetting under IAS 32.

^Restated as detailed in note 57.

#The prior year has been represented to only include financial assets and liabilities.

†Where sovereign debt securities have been purchased at the same time as total return swaps (TRS) with the same counterparty, such that the combined position has

the economic substance similar to secured lending, that sovereign debt security and the TRS are classified On balance sheet as ‘reverse repurchase agreements and

cash collateral on securities borrowed’. To be consistent with the Balance Sheet presentation, cash collateral placed on the TRS derivative is offset on the ‘reverse

repurchase agreements and cash collateral on securities borrowed’ line in the offsetting note. In the prior year cash collateral placed on the TRS derivative was offset

on the derivatives line. The prior year Offsetting note is restated to be consistent with the current year.

1Amounts offset for derivative financial assets and derivative financial liabilities represents variation margin received and paid on exchange traded/centrally cleared

derivatives and the netting of long and short derivative balances against clients with enforceable netting arrangements.

2Financial instruments (including non-cash collateral) include financial collateral whether recognised or unrecognised. The prior year has been restated to be consistent

with the current year.

\*\* This note has been restated to limit disclosures to recognised line items subject to enforceable netting arrangements and to include off-balance sheet collateral.

240

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53.

#### Offsetting

#### (continued)

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Amounts subject to enforceable netting arrangements | | | | | | | | |  |
|  | Effects of offsetting on-balance sheet | | | |  | Related amounts not offset\* | | | |  |
| At 31 March | Gross  amounts | Amounts  offset |  | Net financial  assets/  liabilities  reported on  the balance  sheet |  | Financial  instruments  (including non-  cash collateral) | Cash  collateral |  | Net amount |  |
| £’000 |  |  |  |  |
| Company |  |  |  |  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |  |
| Reverse repurchase agreements and  cash collateral on securities borrowed | 1 640 765 | — |  | 1 640 765 |  | (1 606 223) | (34 542) |  | — |  |
| Derivative financial instruments | 931 603 | (619 749) |  | 311 854 |  | (113 180) | (98 417) |  | 100 257 |  |
| Other assets | 248 834 | 111 432 |  | 360 266 |  | — | — |  | 360 266 |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |
| Derivative financial instruments | 776 226 | (508 317) |  | 267 909 |  | (113 180) | (36 742) |  | 117 987 |  |
| Repurchase agreements and cash  collateral on securities lent | 328 534 | — |  | 328 534 |  | (327 162) | (522) |  | 850 |  |

\*The Group enters into derivatives and repurchase and reverse repurchase agreements with various counterparties which are governed by industry standard master

netting agreements. The Group holds and provides cash and securities collateral in respect of derivatives transactions covered by these agreements. The right to set

off balances under these master netting agreements or to set off cash and securities collateral only arises in the event of non-payment or default and, as a result,

these arrangements do not qualify for offsetting under IAS 32.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Amounts subject to enforceable netting arrangements | | | | | | | | |  |
|  | Effects of offsetting on-balance sheet | | | |  | Related amounts not offset\* | | | |  |
| At 31 March | Gross  amounts | Amounts  offset † |  | Net financial  assets/  liabilities  reported on  the balance  sheet # |  | Financial  instruments  (including non-  cash collateral) 1 | Cash  collateral ^ |  | Net amount |  |
| £’000 |  |  |  |  |
| Company |  |  |  |  |  |  |  |  |  |  |
| 2024\*\* |  |  |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |  |
| Reverse repurchase agreements and  cash collateral on securities borrowed | 1 140 115 | — |  | 1 140 115 |  | (1 097 905) | (31 029) |  | 11 181 |  |
| Derivative financial instruments | 1 540 928 | (1 119 698) |  | 421 230 |  | (122 506) | (127 045) |  | 171 679 |  |
| Other assets | 233 032 | 189 849 |  | 422 881 |  | — | — |  | 422 881 |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |
| Derivative financial instruments | 1 359 524 | (929 849) |  | 429 675 |  | (122 506) | (9 324) |  | 297 845 |  |
| Repurchase agreements and cash  collateral on securities lent | 235 447 | — |  | 235 447 |  | (235 173) | — |  | 274 |  |
| Debt securities in issue | 955 694 | — |  | 955 694 |  | (9 823) | — |  | 945 871 |  |

\*The Group enters into derivatives and repurchase and reverse repurchase agreements with various counterparties which are governed by industry standard master

netting agreements. The Group holds and provides cash and securities collateral in respect of derivatives transactions covered by these agreements. The right to set

off balances under these master netting agreements or to set off cash and securities collateral only arises in the event of non-payment or default and, as a result,

these arrangements do not qualify for offsetting under IAS 32.

#The prior year has been represented to only include financial assets and liabilities.

^Where sovereign debt securities have been purchased at the same time as total return swaps (TRS) with the same counterparty, such that the combined position has

the economic substance similar to secured lending, that sovereign debt security and the TRS are classified On balance sheet as ‘reverse repurchase agreements and

cash collateral on securities borrowed’. To be consistent with the Balance Sheet presentation, cash collateral placed on the TRS derivative is offset on the ‘reverse

repurchase agreements and cash collateral on securities borrowed’ line in the offsetting note. In the prior year cash collateral placed on the TRS derivative was offset

on the derivatives line. The prior year Offsetting note is restated to be consistent with the current year.

†Amounts offset for derivative financial assets and derivative financial liabilities represents variation margin received and paid on exchange traded/centrally cleared

derivatives and the netting of long and short derivative balances against clients with enforceable netting arrangements.

1Financial instruments (including non-cash collateral) include financial collateral whether recognised or unrecognised. The prior year has been restated to be consistent

with the current year.

\*\* This note has been restated to limit disclosures to recognised line items subject to enforceable netting arrangements and to include off-balance sheet collateral.

241

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54.

#### Derecognition

Group

Transfer of financial assets that do not result in derecognition

The Group is party to securitisation transactions whereby assets continue to be recognised on-balance sheet (either fully

or partially) although they have been subject to legal transfer to another entity. Securitisations may, depending on the individual

arrangement, result in continued recognition of the securitised assets and the recognition of the debt securities issued in

the transaction.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2025 | |  | 2024 | |  |
| No derecognition achieved | Carrying  amount of  assets that  continue to be  recognised | Carrying  amount of  associated  liabilities |  | Carrying  amount of  assets that  continue to be  recognised | Carrying  amount of  associated  liabilities |  |
| £’000 |  |  |
| Loans and advances to customers | 1 657 927 | — |  | 1 511 765 | — |  |
| Loans and advances to banks | 95 626 | — |  | 69 389 | — |  |
|  | 1 753 553 | — |  | 1 581 154 | — |  |

The transferred assets above in both the current and prior year are held within structured entities which are wholly-owned

and consolidated by the Group. There are no external parties participating in these vehicles and therefore the Group continues

to have full exposure to the risks and rewards associated with the assets and the associated liabilities are eliminated on

consolidation. There are no restrictions or limitations on the Group's recourse to the assets held within the structured entities.

For transfer of assets in relation to repurchase agreements see note  19.

Company

The Company has not been party to transactions that resulted in a transfer of financial assets that did not result in derecognition.

55.

#### Investment in subsidiary companies

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March | 2025 |  | 2024 |  |
| £’000 |  |  |
| Cost |  |  |  |  |
| At the beginning of the year | 619 735 |  | 1 013 191 |  |
| Acquisition of subsidiaries | 7 100 |  | 49 630 |  |
| Transfer from investment portfolio | 14 115 |  | — |  |
| Disposal of subsidiaries | (446) |  | — |  |
| Deconsolidation of subsidiaries | — |  | (433 162) |  |
| Return of capital by subsidiary | — |  | (9 924) |  |
| At the end of the year | 640 504 |  | 619 735 |  |
| Provision for impairment in value |  |  |  |  |
| At the beginning of the year | (167 868) |  | (140 362) |  |
| Impairment of subsidiaries | (11 000) |  | (27 506) |  |
| At the end of the year | (178 868) |  | (167 868) |  |
| Carrying value at the end of the year | 461 636 |  | 451 867 |  |

All subsidiary undertakings are unlisted.

The main increase relates to a capital injection of £7.1 million into Investec Investments (UK) Limited to facilitate the acquisition of a

new trading property. In addition to this, there was a transfer of £14.1 million for an entity holding a trading property that was

previously held as a fair value investment and is now under our control.

An impairment of £11 million relating to a property company. This decision was based on the independent valuers' assessment of

the property's value.

During the prior year, acquisition of subsidiaries includes the £43.7 million stepped acquisition of Investec Continental Europe

Advisory, which was previously an associate. There was also £4.7 million of capital injections into two subsidiaries and two new

subsidiaries were acquired for £1.2 million to seize new business opportunities. The deconsolidation of subsidiaries relates to

Investec Wealth & Investment Limited, following the all-share combination with Rathbones Group.

£9.9 million capital return is in respect of the US subsidiary which remains well capitalised. Impairment of £27.5 million is in relation

to an impairment of a holding company, £15.1 million and a property company, £12.4 million. The impairment of the property

company reflects independent valuers assessment of the property.

242

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56.

#### Events after the reporting date

There have been no significant events subsequent to the reporting date that would require adjustment to or disclosure in the

financial statements. In the ordinary course of business, events may occur that influence the credit quality of loans and advances.

At the date of this report, we have concluded that no changes are required to our ECL provisions or there is insufficient new

information available since 31 March 2025 of any conditions which existed at the balance sheet date to reliably estimate any

adjustments to these ECL provisions.

57.

#### Restatements

#### Balance sheet restatements

Derecognition of derivative assets and liabilities

Post the review of the accounting treatment of an aviation lease structure, it was identified that at 31 March 2024 derivative

financial instruments assets of £42.4 million (31 March 2023: £39.7 million) and derivative financial instruments liabilities of

£63.4 million (31 March 2023: £58.9 million) were incorrectly bifurcated from leases in the past. These have now been

derecognised in the comparative balances and included in the measurement of associated lease contracts, leading to a reduction

in the net investment in a finance sublease of £14.1 million (31 March 2023: £13.0 million), reflecting historic impairments, and an

increase in other liabilities of £6.8 million (31 March 2023: £6.3 million).

This change has no material impact on the income statement or statement of changes in equity. The movements in operating

assets and liabilities within the cash flow statement were affected due to these restatements, with a net nil impact on operating

cash flows.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | At 31 March 2024 |  | At 31 March 2024 |
| £’000 |  | as previously reported | Adjustment | restated |
| Group |  |  |  |  |
| Derivative financial instruments |  | 474 834 | (42 439) | 432 395 |
| Other assets |  | 764 473 | (14 126) | 750 347 |
| Total assets |  | 1 239 307 | (56 565) | 1 182 742 |
| Derivative financial instruments |  | 472 662 | (63 407) | 409 255 |
| Other liabilities |  | 980 595 | 6 842 | 987 437 |
| Total liabilities |  | 1 453 257 | (56 565) | 1 396 692 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | At 31 March 2023 |  | At 1 April 2023 |
| £’000 | as previously reported | Adjustment | restated |
| Group |  |  |  |
| Derivative financial instruments | 680 262 | (39 658) | 640 604 |
| Other assets | 993 385 | (12 997) | 980 388 |
| Total assets | 1 673 647 | (52 655) | 1 620 992 |
| Derivative financial instruments | 704 816 | (58 950) | 645 866 |
| Other liabilities | 1 198 267 | 6 295 | 1 204 562 |
| Total liabilities | 1 903 083 | (52 655) | 1 850 428 |

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57.

#### Restatements

#### (continued)

#### Income statement restatements

Re-presentation of strategic actions and associates

In prior periods, Investec’s equity accounted income was split between operating profit and loss and non-operating items such as

amortisation of intangibles and profit and loss impacts from strategic actions on the face of the income statement. We have

amended the presentation whereby Investec’s total share of earnings of associates and joint ventures is now presented as a single

line on the face of the income statement. As a consequence, some of the subtotals previously presented are no longer appropriate

and have been removed.

These changes had no impact on earnings per share or cash flow statement.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| £’000 | Year to  31 March 2024  as previously  reported | Re-presentation  of strategic  actions and  associates | Year to  31 March 2024  restated |
| Interest income | 1 933 984 | — | 1 933 984 |
| Interest expense | (1 105 027) | — | (1 105 027) |
| Net interest income | 828 957 | — | 828 957 |
| Fee and commission income | 178 770 | — | 178 770 |
| Fee and commission expense | (16 381) | — | (16 381) |
| Investment income | 2 625 | — | 2 625 |
| Share of post taxation profit of associates and joint venture holdings | 31 287 | (22 255) | 9 032 |
| Profit before amortisation and integration costs | 31 287 | — | 31 287 |
| Amortisation of acquired intangibles | — | (12 624) | (12 624) |
| Acquisition related and integration costs of associate | — | (9 631) | (9 631) |
| Trading income/(loss) arising from |  |  | — |
| – customer flow | 103 158 | — | 103 158 |
| – balance sheet management and other trading activities | 27 119 | — | 27 119 |
| Other operating income | 2 915 | — | 2 915 |
| Operating income | 1 158 450 | (22 255) | 1 136 195 |
| Expected credit loss impairment charges | (85 997) | — | (85 997) |
| Operating income after expected credit loss impairment charges | 1 072 453 | (22 255) | 1 050 198 |
| Operating costs | (626 732) | — | (626 732) |
| Amortisation of acquired intangibles | (940) | — | (940) |
| Amortisation of acquired intangibles of associate | (5 679) | 5 679 | — |
| Closure and rundown of the Hong Kong direct investments business | (784) | — | (784) |
| Financial impact of strategic actions | (16 576) | 16 576 | — |
| Profit before taxation | 421 742 | — | 421 742 |
| Taxation on operating profit before acquired intangibles and strategic actions | (96 956) | — | (96 956) |
| Taxation on acquired intangibles and strategic actions | 427 | — | 427 |
| Profit after taxation from continuing operations | 325 213 | — | 325 213 |
| Profit after taxation from discontinued operations | 395 600 | — | 395 600 |
| Profit after taxation | 720 813 | — | 720 813 |
| Profit attributable to other non-controlling interests | (1 204) | — | (1 204) |
| Earnings attributable to shareholder | 719 609 | — | 719 609 |

244

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58.

#### Subsidiaries

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March 2025 | Principal activity |  | Interest  held |  |
| United Kingdom  Registered office: 30 Gresham Street, London, EC2V 7QP, UK |  |  |  |  |
| PIF Investments Limited\* | Investment holding company |  | 100% |  |
| EVO Nominees Limited\* | Dormant |  | 100% |  |
| Investec Finance Limited\* | Dormant |  | 100% |  |
| Investec Group Investments (UK) Limited\* | Investment holding company |  | 100% |  |
| GFT Holdings Limited | Dormant |  | 100% |  |
| Investec Investment Trust plc | Debt issuer |  | 100% |  |
| Investec Investments (UK) Limited\* | Investment holding company |  | 100% |  |
| Inv-German Retail Limited | Property company |  | 100% |  |
| Investec Securities Limited | Dormant |  | 100% |  |
| Technology Nominees Limited\* | Nominee |  | 100% |  |
| Torteval LM Limited\* | Investment holding company |  | 100% |  |
| Torteval Funding LLP\* | Financing company |  | 100% |  |
| Evolution Capital Investment Limited | Dormant |  | 100% |  |
| Investec Capital Solutions Limited\* | Lending company |  | 100% |  |
| Diagonal Nominees Limited\* | Nominee |  | 100% |  |
| Kendals Regeneration Limited\* (formerly Nars Holdings Limited) | Property company |  | 100% |  |
| Investec India Holdco Limited | Investment holding company |  | 86.53% |  |
| Investec Alternative Investment Management Limited\* | Fund management activities |  | 100% |  |
| Investec Capitalmind Investment Limited\* | Non-trading |  | 100% |  |
| NI (HH) LLP\* | Property company |  | 93% |  |
| HH Farringdon Limited | Nominee |  | 100% |  |
| Registered office: Reading International Business Park, Reading,  RG2 6AA, UK |  |  |  |  |
| Mann Island Finance Limited | Leasing company |  | 100% |  |
| CF Corporate Finance Limited\* | Leasing company |  | 100% |  |
| MI Vehicle Finance Limited | Leasing company |  | 100% |  |
| Quantum Funding Limited\* | Leasing company |  | 100% |  |
| Investec Asset Finance plc\* | Leasing company |  | 100% |  |
| Australia  Registered office: Boardroom Pty Limited, Level 12,  225 George Street, Sydney NSW 2000, Australia |  |  |  |  |
| Investec Holdings Australia Pty Limited\* | Holding company |  | 100% |  |
| Investec Australia Finance Pty Limited | Lending company |  | 100% |  |
| Investec Australia Pty Limited | Financial services |  | 100% |  |
| British Virgin Islands  Registered office: Palm Grove House, PO Box 438, Road Town,  Tortola, British Virgin Islands |  |  |  |  |
| Finistere Directors Limited | Corporate director |  | 100% |  |
| GFT Directors Limited | Corporate director |  | 100% |  |
| France  Registered office: 27 Rue Maurice Flandin – 69003 Lyon Cedex 03,  France |  |  |  |  |
| SCI CAP Philippe\* | Property company |  | 99% |  |

\*Directly owned by Investec Bank plc.

245

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58 .

#### Subsidiaries

#### (continued)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March 2025 | Principal activity |  | Interest  held |  |
| France  Registered office: 32 rue de Monceau, 75008 Paris, France |  |  |  |  |
| Investec Advisory SAS | Advisory services |  | 60% |  |
| Registered office: 92, avenue de Wagram, 75017, Paris |  |  |  |  |
| Villa Lara Eze SAS | Property company |  | 100% |  |
| Germany  Registered office: Sonnenberger Strabe 16, 65193 Weisbaden,  Germany |  |  |  |  |
| Investec Advisory GmbH & Co. KG | Advisory services |  | 60% |  |
| Guernsey  Registered office: PO Box 188, Glategny Court,  Glategny Esplanade, St Peter Port, Guernsey, GY1 3LP,  Channel Islands |  |  |  |  |
| Investec Asset Finance (Channel Islands) Limited | Leasing company |  | 100% |  |
| Registered office: Glategny Court, Glategny, Esplanade,  St Peter Port, Guernsey, GY1 1WR, Channel Islands |  |  |  |  |
| Investec Bank (Channel Islands) Limited\* | Banking institution |  | 100% |  |
| Investec Bank (Channel Islands) Nominees Limited | Nominee |  | 100% |  |
| Registered office: Glategny Court, Glategny Esplanade, St Peter  Port, Guernsey, GY1 3RP, Channel Islands |  |  |  |  |
| Bayeux Limited | Corporate director |  | 100% |  |
| Finistere Limited | Corporate nominee |  | 100% |  |
| Finistere Secretaries Limited | Corporate secretary |  | 100% |  |
| ITG Limited | Corporate director |  | 100% |  |
| Jersey  Registered office: 2nd Floor One The Esplanade, St Helier,  Channel Islands, Jersey, JE2 3QA |  |  |  |  |
| Appleton Resources (Jersey) Limited\* | Holding company |  | 100% |  |
| Registered office: Aztec Group House, IFC6, The Esplanade, St.  Helier, JE4 0QH, Jersey |  |  |  |  |
| REALIS GP Limited | Fund management activities |  | 100% |  |
| India  Registered office: B Wing, 11th Floor, Parinee Crescenzo,  Bandra Kurla Complex, Bandra East, Mumbai – 400 051, India |  |  |  |  |
| Investec Credit Finance Private Limited | Lending platform |  | 99% |  |
| Registered office: 13th floor, Tower 3, NESCO IT Park, NH 8, NESCO,  Goregaon, Mumbai, Maharashtra 400063 |  |  |  |  |
| Investec Global Services (India) Private Limited\* | ITES outsourcing |  | 100% |  |

\*Directly owned by Investec Bank plc.

246

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58 .

#### Subsidiaries

#### (continued)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March 2025 | Principal activity |  | Interest  held |  |
| Ireland  Registered office: The Harcourt Building, Harcourt Street, Dublin 2,  Ireland |  |  |  |  |
| Investec Holdings (Ireland) Limited\* | Holding company |  | 100% |  |
| Investec Ireland Limited | Group services company |  | 100% |  |
| Investec International Limited | Aircraft leasing services |  | 100% |  |
| Investec Private Finance Ireland Limited\* | Loan credit servicing |  | 100% |  |
| Investec Ventures Ireland Limited | Investment management services |  | 100% |  |
| Venture Fund Private Principals Limited | Investment services |  | 100% |  |
| Investec Europe Limited | MiFiD firm |  | 100% |  |
| Registered office: 32 Molesworth Street, Dublin 2, Ireland |  |  |  |  |
| Gresham Leasing 2 Limited\* | Equipment rental and leasing |  | 100% |  |
| Luxembourg  Registered office: 15 Boulevard Friedrich Wilhelm Raiffeisen  L-2411, Luxembourg |  |  |  |  |
| PDF II GP s.a.r.l. | Fund management activities |  | 100% |  |
| Netherlands  Registered office: Reitschweg 49, 5232BX's-Hertogenbosch,  the Netherlands |  |  |  |  |
| Investec Continental Europe Advisory BV | Non-trading |  | 60% |  |
| Investec Advisory B.V | Advisory services |  | 60% |  |
| Singapore  Registered office: 8 Wilkie Road, #03-01 Wilkie Edge, Singapore  228095 |  |  |  |  |
| Investec Singapore Pte Limited | Securities services |  | 100% |  |
| Switzerland  Registered offices: Löwenstrasse 29, CH-8001 Zurich, Switzerland |  |  |  |  |
| Investec Bank (Switzerland) AG\* | Banking institution and wealth manager |  | 100% |  |
|  |  |  |  |  |
| United States of America  Registered office: 10 E. 53rd St., 22nd Floor, New York,  NY 10022, USA |  |  |  |  |
| US Multifamily GP LLC | Investment holding company |  | 100% |  |
| Investec USA Holdings Corp\* | Holding company |  | 100% |  |
| Investec Inc | Investment holding company |  | 100% |  |
| Fuel Cell IP 1 LLC Investment | Investment holding company |  | 100% |  |
| Fuel Cell IP 2 LLC Investment | Investment holding company |  | 100% |  |
| Investec Securities (US) LLC | Financial services |  | 100% |  |
| Registered office: One Carbon Center-Suite 501,  13905 McCorkle Ave. SE, Chesapeake, WV 25315 |  |  |  |  |
| Appleton Coal LLC | Investment holding company |  | 100% |  |

\*Directly owned by Investec Bank plc.

247

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58.

#### Subsidiaries

#### (continued)

A ssociates and joint venture holding s

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 March 2025 | Principal activity |  | Interest  held |  |
| United Kingdom  Registered office: 30 Gresham Street, London, England, EC2V 7QN |  |  |  |  |
| Rathbones Group Plc | Financial services |  | 41% |  |
| Registered office: Capital House, Raynham Road, Bishops Stortford,  Hertfordshire, CM23 5TT |  |  |  |  |
| CF Capital Holdings | Holding company |  | 25% |  |
| Registered office: 1 Park Row, Leeds, England, LS1 5AB |  |  |  |  |
| Macdui Topco Limited | Holding company |  | 40% |  |
| British Virgin Islands  Registered office: Vistra Corporate Service Centre, Wickhams  Cay II, Road Town, Tortola VG1110, British Virgin Islands |  |  |  |  |
| iMarkets (Holdings) Limited | Online trading platform |  | 33% |  |
| Registered office: Wattley Building, 2nd Floor, 160 Main Street,  PO Box 3410, Road Town, Tortola, British Virgin Islands |  |  |  |  |
| Templewater Holdings Limited | Holding company |  | 50% |  |
| India  Registered office: 32/1. 14th Cross, 9th Main, 6th Sector  H.S.R. Layout, Bangalore, Karnataka 560102, India |  |  |  |  |
| JSM Advisers Private Limited | Fund management |  | 55% |  |
| Registered office: B Wing, 11th floor, Parinee Crescenzo,  Bandra Kurla Complex, Bandra East, Mumbai – 400051 |  |  |  |  |
| Investec Capital Services (India) Private Limited | Merchant banking & stock broking |  | 80.3% |  |

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59.

#### Credit and counterparty risk

Credit and counterparty risk arises primarily from three types of

transactions:

• Lending transactions, through loans and advances to clients

and counterparties, creating the risk that an obligor will be

unable or unwilling to repay capital and/or interest on loans

and advances granted to them. This category includes bank

placements where we have placed funds with other

financial institutions

• Financial instrument transactions, producing issuer risk where

payments due from the issuer of a financial instrument may

not be received

• Trading transactions, giving rise to settlement and

replacement risk (collectively counterparty risk):

– Settlement risk is the risk that the settlement of a

transaction does not take place as expected, with one

party making required settlements as they fall due but not

receiving the performance to which they are entitled

– Replacement risk is the risk following default by the original

counterparty resulting in the contract holder having to

enter into a replacement contract with a second

counterparty in order to fulfil the transaction .

The relevant credit committees will also consider wrong-way

risk at the time of granting credit limits to each counterparty. In

the banking book environment, wrong-way risk occurs where

the value of collateral to secure a transaction decreases as the

probability of default of the borrower or counterparty increases.

For counterparty credit risk resulting from transactions in traded

products (such as OTC derivatives), wrong-way risk is defined

as exposure to a counterparty that is adversely correlated with

the credit quality of that counterparty. It arises when default risk

and credit exposure increase together.

Credit and counterparty risk may also arise in other ways and it

is the role of the risk management functions and the various

independent credit committees to identify risks falling outside

these definitions.

|  |
| --- |
|  |
| Risk governance structure |

To manage, measure, monitor and mitigate credit and counterparty

risk, independent credit committees exist in the UK. These

committees also have oversight of regions where we assume

credit and counterparty risk and operate under Board-approved

delegated limits, policies and procedures. There is a high level of

executive involvement and oversight in the credit decision-making

forums depending on the size and complexity of the deal. It is our

policy that all credit committees include voting members who are

independent of the originating business unit.   All decisions to enter

into a transaction are based on unanimous consent.

In addition to the credit committees, the following processes

assist in managing, measuring and monitoring credit and

counterparty risk:

• Day-to-day arrears management and regular arrears

reporting ensure that individual positions and any potential

adverse trends are dealt with in a timely manner

• Watchlist Forum s review  the management of distressed

loans, potential problem loans and exposures in arrears that

require additional attention and supervision. These

committees review ECL impairments and staging at an asset

level as well as potential fair value adjustments to loans and

advances to customers. They provide recommendations

for the appropriate staging and level of ECL impairment

where required

• The Forbearance Forum  reviews and monitors counterparties

who have been granted forbearance measures

• The Impairment Decision Committee  reviews

recommendations from underlying Watchlist Forums and

considers and approves the appropriate level of ECL

impairments and staging

• The Models Forum  provides an internal screening and validation

process for credit models. We have established independent

model validation teams who review the models and provide

feedback on the accuracy and operation of the models and

note items for further development through the forum

• An annual review of risk appetite framework and limits that

are approved by IBP ERC, IBP BRCC and IBP Board.

|  |  |
| --- | --- |
|  |  |
| Unaudited_information.svg | Risk appetite |

The IBP  Board has set risk appetite limits which regulate the

maximum exposures we would be comfortable to tolerate in

order to diversify and mitigate risk.  Should there be any

breaches to limits, or where exposures are nearing limits, these

exceptions are specifically highlighted for attention, with

remedial actions reported to IBP BRCC and the IBP Board.

The assessment of our clients and counterparties includes

consideration of their character, integrity, core competencies,

track record and financial strength. A strong emphasis is placed

on the historic and ongoing stability of income and cash flow

streams generated by the clients. Our primary assessment

method is therefore the ability of the client or counterparty to

meet their payment obligations.

Target clients include high net worth individuals, active wealth

creators, high-income professionals, self-employed

entrepreneurs, owner managers in small to mid-cap corporates,

sophisticated investors, established corporates, small and

medium-sized enterprises, financial institutions and sovereigns.

We are client-centric in our approach and originate the majority

of our loans with the intent of holding these assets to maturity,

thereby developing a ‘hands-on’ and long-standing relationship.

Interbank lending is largely reserved for those banks and

institutions in the Bank’s core geographies of activity, which are

systemic and highly rated.

|  |  |
| --- | --- |
|  |  |
| Unaudited_information.svg | Concentration risk |

Concentration risk, with respect to credit and counterparty risk,

is when large exposures exist to a single client or counterparty,

group of connected counterparties, or to a particular

geography, asset class or industry. An example of this would

be where a number of counterparties are affected by similar

economic, legal, regulatory or other factors that could mean

their ability to meet contractual obligations are correlated.

Concentration risk can also exist where portfolio loan maturities

are clustered to single periods in time. Loan maturities are

monitored on a portfolio and a transaction level by Investec

Group risk management, Group lending operations as well as

the originating business units.

Credit and counterparty risk is always assessed with reference

to the aggregate exposure to a single counterparty or group of

related parties to manage concentration risk. In order to

manage concentration, we will consider a sell-down of

exposures to market participants if required.

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|  |  |
| Unaudited_information.svg | Country risk |

Country risk, with respect to credit and counterparty risk, refers

to the risk of lending to a counterparty operating in a particular

country or the risk inherent in a sovereign exposure, i.e. the risk

of exposure to loss caused by events in that country. Country

risk covers all forms of lending or investment activity whether

to/with individuals, corporates, banks or governments. This can

include geopolitical risks, transfer and convertibility risks, and

the impact on the borrower’s credit profile due to local

economic and political conditions.

To mitigate country risk, there is a preference for primary

exposure in the Bank’s main operating geography. The Bank  will

accept exposures where we have a branch or local banking

subsidiary, and tolerate exposures to other countries where we

are facilitating a transaction for a client who requires facilities in a

foreign geography and where we have developed a local

understanding and capability.

The Bank’s credit risk appetite with regard to country risk is

characterised by the following principles:

• Preference is to have exposure only to politically stable

jurisdictions that we understand and have preferably

operated in before

• There is limited specific appetite for exposures outside of the

Bank’s pre-existing core geographies or target markets

• The legal environment should be tested, have legal precedent

in line with OECD standards and have good corporate

governance

• In certain cases, country risk can be mitigated by taking out

political risk insurance with suitable counterparties where

deemed necessary and where considered economic.

While we do not have a separate country risk committee, the

relevant credit committees as well as investment committees,

IBP ERC and where necessary, Investec Group ERC will consider,

analyse and assess the appropriate foreign jurisdiction limits.

In the UK, following the official exit from the European Union, it

remains necessary to avoid exposures to certain European

countries due to the resulting legal and regulatory implications.

This relates specifically to countries in which borrowers are

legally incorporated and any deal will be thoroughly assessed on

a case by case basis to ensure compliance with current

regulations.

|  |  |
| --- | --- |
|  |  |
| Unaudited_information.svg | Sustainability risk |

We assess sustainability risk as part of the credit or investment

committee’s evaluation of lending or investment decisions. All

credit and investment transactions with exposure to high-risk

industries go through a sustainability screening process. Where

the transaction is classified as high-risk, a sustainability

screening is required prior to the credit committee where risks

and opportunities are identified to assist the credit committee in

their decision-making process. Where risks are identified,

mitigating actions need to be included. Sustainability

considerations are implicit in our values, culture and code of

conduct and are applied as part of our day to day decision

making.

In particular, the following factors are considered when a

transaction is evaluated and approved or declined based on

sustainability considerations:

• Governance matters (including corruption, fraud and

controversies)

• Environmental impacts (including climate, nature degradation

and animal welfare) to support climate action (SDG 13)

• Social injustice (including human rights, diversity, inclusion

and modern slavery, community displacement and health and

safety risks) to support reduced in equalities (SDG 10)

• Ethical considerations (including human rights and modern

slavery) to support SDG 10

• Macro-economic impacts (including poverty, growth, and

unemployment) to support SDG 13 and SDG 10.

If the Group sustainability team flags the transaction as a high

concern issue, it will be escalated to IBP or Investec Group ERC

before any credit or investment decision is made. Moreover, the

DLC SEC is informed of any transactions identified with high

concerns.

|  |  |
| --- | --- |
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| Page_references.svg | Refer to pages [269](#i447e4d363cd344738300acdd42f0e3a0_505)  to 269 for further detail. |

|  |  |
| --- | --- |
|  |  |
| Unaudited_information.svg | Stress testing |

The Bank’s stress testing framework is designed to identify and

assess vulnerabilities under stress. The process comprises a

bottom-up analysis of the Bank’s material business activities,

incorporating views from risk management teams, business and

the executive. Stress scenarios are designed based on findings

from the bottom-up process, taking into consideration the

broader macro-economic and political risk backdrop.

These IBP-specific stress scenarios form an integral part of our

capital planning process and IFRS 9 reporting. The stress

testing process also informs the risk appetite review process,

and the management of risk appetite limits and is a key risk

management tool of the Bank. This process allows the Bank to

identify underlying risks and manage them accordingly.

The Bank also performs ad hoc stress tests and reverse stress

testing. Ad hoc stress tests are conducted in response to any

type of material and/or emerging risks, with reviews undertaken

of impacted portfolios to assess any migration in quality and

highlight any vulnerabilities, identify portfolio concentrations and

make appropriate recommendations such as a reduction in risk

appetite limits. Reverse stress tests are conducted to stress the

Bank’s business plan to failure and consider a broad variety of

extreme and remote events.

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| Risk management and measurement |

Fundamental principles employed in the management of credit

and counterparty risk include:

• A clear definition of our target market

• A quantitative and qualitative assessment of the

creditworthiness of our clients and counterparties

• Analysis of risks, including concentration risk (concentration

risk considerations include asset class, industry, counterparty

and geographical concentration)

• Decisions being made with reference to risk appetite limits

• Prudential limits

• Regular monitoring and review of existing and potential

exposures once facilities have been approved

• A high level of executive involvement in decision-making with

non-executive review and oversight where applicable

• Portfolio reviews and stress testing.

Within the credit approval process, internal and external ratings

are included in the assessment of client quality.

A large proportion of the Bank’s portfolio is not rated by external

rating agencies. We place reliance upon internal consideration

of clients, counterparties and borrowers and use ratings

prepared externally where available to support our decision-

making process.

Regular reporting of credit and counterparty risk exposures

within our operating units are made to management, the

executives , IBP BRCC and DLC BRCC. The IBP Board reviews

and approves the appetite for credit and counterparty risk,

which is documented in risk appetite statements and policy

documents. This is implemented and reviewed by the credit risk

management teams in each jurisdiction.

Reviews are also undertaken of all material businesses, where

the portfolios are analysed to assess any migration in portfolio

quality, highlight any vulnerabilities, identify portfolio

concentrations and make appropriate recommendations, such

as a reduction in risk appetite limits or specific exposures.

|  |  |
| --- | --- |
|  |  |
| Unaudited_information.svg | Nature of activities |

Credit and counterparty risk is assumed through a range of

client-driven lending activities to private and corporate clients

as well as other counterparties, such as financial institutions

and sovereigns. These activities are diversified across a number

of business activities:

• Core loans and advances:  the majority of credit and

counterparty risk is through core loans and advances, which

reflects client-driven lending activities to private and

corporate clients and account for almost all ECL allowances

across our portfolio, which are detailed on pages [252](#i447e4d363cd344738300acdd42f0e3a0_493)  to [259](#if628b0cc73c0412cae7b495fdc844c21_30-0-1-1-2494133)

• Treasury function: there are also certain exposures, outside

of core loans and advances, where we assume credit and

counterparty risk. These arise from treasury investments in

high-quality liquid assets, including highly rated government,

supranational, sub-sovereign and agency (SSA) and covered

bonds, and treasury placements where the treasury function,

as part of the daily management of the Bank’s liquidity, places

funds with central banks and other commercial banks and

financial institutions. These transactions are typically short-

term (less than one month) money market placements or

secured repurchase agreements. These market

counterparties are mainly investment grade rated entities that

occupy dominant and systemic positions in their domestic

banking markets and internationally. These counterparties are

located mainly in the UK, Western Europe, Asia, North

America   and Australia.

In addition, credit and counterparty risk arises through the

following exposures:

• Customer trading activities to facilitate hedging of client

risk positions: our customer trading portfolios consist of

derivative contracts in interest rates, foreign exchange,

commodities, credit derivatives and equities that are entered

into, to facilitate a client’s hedging requirements. The

counterparties to such transactions are typically corporates,

in particular where they have an exposure to interest rates or

foreign exchange due to operating in sectors that include

imports and exports of goods and services. These positions

are marked-to-market, typically with daily margin calls to

mitigate credit exposure in the event of counterparty default

• Structured credit: these are bonds secured against a pool of

assets, mainly UK residential mortgages or European or US

corporate leverage loans. The bonds are typically highly rated

(single ‘A’ and above), which benefit from a high level of

credit subordination and can withstand a significant level of

portfolio default

• Debt securities: from time to time we take on exposures by

means of corporate debt securities rather than loan

exposures. These transactions arise on the back of client

relationships or knowledge of the corporate market and are

based on our analysis of the credit fundamentals

• Corporate advisory and investment banking activities:

counterparty risk in this area is modest. The business also

trades shares on an approved basis and makes markets in

shares where we are appointed corporate broker under pre-

agreed market risk limits. Settlement trades are largely on a

delivery versus payment basis, through major stock

exchanges. Credit risk only occurs in the event of

counterparty failure and would be linked to any fair value

losses on the underlying security

• Settlement risk: can arise due to undertaking transactions in

an agency capacity on behalf of clients. However, the risk is

not considered to be material as most transactions are

undertaken on recognised exchanges, with large institutional

clients, monitored daily, with trades usually settled within two

to three days.

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Credit risk mitigation

Credit risk mitigation techniques can be defined as all methods

by which the Bank seeks to decrease the credit risk associated

with an exposure. The Bank considers credit risk mitigation

techniques as part of the credit assessment of a potential client

or business proposal and not as a separate consideration of

mitigation of risk. Credit risk mitigants can include any collateral

item over which the Bank has a charge over assets, netting and

margining agreements, covenants, or terms and conditions

imposed on a borrower with the aim of reducing the credit risk

inherent to that transaction.

As the Bank has limited appetite for unsecured debt. A strong

emphasis is placed on proven income and cash flows generated

by the clients and risk is managed through assessment of the

ability of clients to meet their payment obligations and/or

tangible assets provided in support of their obligations.

Collateral is assessed with reference to the sustainability of

value and the likelihood of realisation.

Acceptable collateral generally exhibits characteristics that

allow for it to be easily identified and appropriately valued and

assists the Bank to recover outstanding exposures.

Where a transaction is supported by a mortgage or charge over

property, the primary credit risk is still taken on the borrower. In

addition, the relevant credit committee normally requires a

suretyship or guarantee in support of a transaction in our

private client business.

For property-backed lending we also consider the client’s

overall balance sheet. The following characteristics of the

property are also considered: the type of property; its location;

and the ease with which the property could be relet and/or

resold. Where the property is secured by lease agreement, the

credit committee prefers not to lend for a term beyond the

maximum term of the lease. Commercial real estate generally

takes the form of good quality property often underpinned by

strong third party leases. Residential property is also generally

of a high quality and based in desirable locations. Residential

and commercial property valuations will continue to form part of

our ongoing focus on collateral assessment. It is our policy to

obtain a formal valuation of every commercial property offered

as collateral for a lending facility before advancing funds.

Residential properties are valued by desktop valuation and/or

approved valuers, where appropriate.

Other common forms of collateral in the retail asset class are

motor vehicles, cash and share portfolios. Primary collateral in

private client lending transactions can also include a high net

worth individual’s share/investment portfolio. This is typically in

the form of a diversified pool of equity, fixed income, managed

funds and cash. Often these portfolios are managed by

Rathbones. Lending against investment portfolios is typically

geared at conservative loan-to-value (LTV) ratios, after

considering the quality, diversification, risk profile and liquidity

of the portfolio.

Our corporate, government and institutional clients provide a

range of collateral including cash, corporate assets, debtors

(accounts receivable), trading stock, debt securities (bonds),

listed and unlisted shares and guarantees.

The majority of credit mitigation techniques linked to trading

activity is in the form of netting agreements and daily margining.

Primarily, the market standard legal documents that govern this

include the International Swaps and Derivatives Association

(ISDA) Master Agreements, Global Master Securities Lending

Agreement (GMSLA) and Global Master Repurchase Agreement

(GMRA). In addition to having ISDA documentation in place with

market and trading counterparties in over-the-counter (OTC)

derivatives, the credit committee may require a Credit Support

Annex (CSA) to ensure that mark-to-market credit exposure is

mitigated daily through the calculation and placement/receiving

of cash collateral. Where netting agreements have been signed,

the enforceability is supported by an external legal opinion

within the legal jurisdiction of the agreement.

Set-off is applied between assets, subject to credit risk and

related liabilities in the annual financial statements, where:

• A legally enforceable right to set-off exists

• There is the intention to settle the asset and liability on a net

basis, or to realise the asset and settle the liability

simultaneously.

In addition to the above accounting set-off criteria, banking

regulators impose the following additional criteria:

• Debit and credit balances relate to the same

• obligor/counterparty

• Debit and credit balances are denominated in the same

currency and have identical maturities

• Exposures subject to set-off are risk-managed on a net basis

• Market practice considerations.

For this reason, there will be instances where credit and

counterparty exposures are displayed on a net basis in these

annual financial statements but reported on a gross basis

to regulators.

The legal risk function ensures the enforceability of credit risk

mitigants within the laws applicable of the jurisdictions in which

the Bank operates. When assessing the potential concentration

risk in its credit portfolio, consideration is given to the types of

collateral and credit protection that form part of the portfolio.

252

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| Alternative_performance_measures.svg | An analysis of gross core loans, asset quality and ECL |

The tables that follow provide information with respect to the asset quality of our gross core loans on a statutory basis.

Stage 3 exposures as a percentage of gross core loans subject to ECL have remained unchanged at 3.3% driven by the resolution

of existing defaults and a reduced rate of new defaults.

Stage 2 exposures have decreased to £1 328 million or 8.1% of gross core loans subject to ECL at 31 March 2025 (£1 391 million or

8.6% at 31 March 2024) reflecting the continued performance of the underlying portfolios in the current macro-economic

environment.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’million | 31 March 2025 |  | 31 March 2024 |  |
| Gross core loans | 16 956 |  | 16 744 |  |
| Gross core loans at FVPL | 572 |  | 641 |  |
| Gross core loans subject to ECL\* | 16 384 |  | 16 103 |  |
| Stage 1 | 14 520 |  | 14 181 |  |
| Stage 2 | 1 328 |  | 1 391 |  |
| of which past due greater than 30 days | 60 |  | 150 |  |
| Stage 3# | 536 |  | 531 |  |
| ECL^ | (165) |  | (187) |  |
| Stage 1 | (34) |  | (43) |  |
| Stage 2 | (31) |  | (33) |  |
| Stage 3 | (100) |  | (111) |  |
| Coverage ratio |  |  |  |  |
| Stage 1 | 0.23% |  | 0.30% |  |
| Stage 2 | 2.3% |  | 2.4% |  |
| Stage 3 | 18.7% |  | 20.9% |  |
| Credit loss ratio | 0.60% |  | 0.58% |  |
| ECL impairment charges on core loans | (97) |  | (90) |  |
| Average gross core loans subject to ECL | 16 244 |  | 15 631 |  |
| An analysis of Stage 3 gross core loans subject to ECL |  |  |  |  |
| Stage 3 net of ECL | 436 |  | 420 |  |
| Aggregate collateral and other credit enhancements on Stage 3 | 455 |  | 445 |  |
| Stage 3 as a % of gross core loans subject to ECL | 3.3% |  | 3.3% |  |
| Stage 3 net of ECL as a % of net core loans subject to ECL | 2.7% |  | 2.6% |  |

Note: Our exposure (net of ECL) to the Legacy portfolio has reduced from £ 32  million at  31 March 2024  to £27  million at  31 March 2025 . These Legacy assets are

predominately reported in Stage 3.  These assets have been significantly provided for and coverage remains high at  53.8% .

\*Refer to definitions on page [393](#i447e4d363cd344738300acdd42f0e3a0_535).

#Stage 3 exposures disclosed above and in the tables that follow are net of suspended interest. Refer to page [254](#i8683aa45f40141da8629043c9d38f60b_8943) for additional information.

^ Comprises ECL held against both amortised cost and FVOCI loans.

|  |  |
| --- | --- |
|  |  |
| Unaudited_information.svg | An analysis of gross core loans by country of exposure |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 31 March 2025 |  | 31 March 2024 |
| £16 956 million |  | £16 744 million |

![542]()

![544]()

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | United Kingdom | 83.6% |  |  | United Kingdom | 83.3% |
|  | Europe (excluding UK) | 10.0% |  |  | Europe (excluding UK) | 9.1% |
|  | North America | 4.4% |  |  | North America | 5.2% |
|  | Asia | 1.6% |  |  | Asia | 1.7% |
|  | Other | 0.4% |  |  | Other | 0.7% |

253

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

|  |
| --- |
|  |
| An analysis of staging and ECL movements for core loans subject to ECL |

The table below indicates underlying movements in  gross core loans subject to ECL from 31 March 2024  to 31 March 2025.

The transfers between stages of gross core loans indicate the impact of stage transfers upon the gross exposure and

associated opening ECL. There have been increased repayments in Stage 2, contributing to the overall decrease in Stage 2

exposure since 31 March 2024. Transfers into Stage 3 since 31 March 2024 have slowed when compared to the year to 31 March

2024.

The ECL remeasurement arising from transfer of stage represents the (increase)/decrease in ECL due to stage transfers. New

lending net of repayments comprises new originations, further drawdowns, repayments and sell-downs and Stage 3 ECLs that

have been written off, typically when an asset has been sold.

The ECL impact of changes to risk parameters and models during the year relate to the adjustment of model changes to more

effectively calculate probability of default (PD) reflective of the current experience in the economic environment. The foreign

exchange and other category largely comprises the impact on the closing balance as a result of movements and translations in

foreign exchange rates since 31 March 2024.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Stage 1 | | Stage 2 | | Stage 3 | | Total | |
| £’million | Gross  exposure | ECL | Gross  exposure | ECL | Gross  exposure | ECL | Gross  exposure | ECL |
| At 31 March 2024 | 14 181 | (43) | 1 391 | (33) | 531 | (111) | 16 103 | (187) |
| Lending collateralised by property at 31 March 2024 | 2 155 | (10) | 168 | (3) | 144 | (35) | 2 467 | (48) |
| Transfer from Stage 1 | (160) | 1 | 147 | (1) | 13 | — | — | — |
| Transfer from Stage 2 | 12 | — | (69) | 1 | 57 | (1) | — | — |
| Transfer from Stage 3 | — | — | — | — | — | — | — | — |
| ECL remeasurement arising from transfer of stage | — | — | — | — | — | — | — | — |
| New lending net of repayments (includes assets  written off) | (97) | 4 | 2 | — | (56) | 12 | (151) | 16 |
| Changes to risk parameters and models | — | — | — | — | — | — | — | — |
| Foreign exchange and other | — | — | — | — | — | — | — | — |
| Lending collateralised by property at 31 March 2025 | 1 910 | (5) | 248 | (3) | 158 | (24) | 2 316 | (32) |
| HNW and other private client lending at 31 March 2024 | 5 263 | (6) | 260 | (1) | 170 | (16) | 5 693 | (23) |
| Transfer from Stage 1 | (148) | — | 88 | — | 60 | — | — | — |
| Transfer from Stage 2 | 57 | — | (83) | — | 26 | — | — | — |
| Transfer from Stage 3 | — | — | 19 | — | (19) | — | — | — |
| ECL remeasurement arising from transfer of stage | — | — | — | — | — | (1) | — | (1) |
| New lending net of repayments (includes assets  written off) | 239 | (1) | (62) | — | (42) | (2) | 135 | (3) |
| Changes to risk parameters and models | — | (2) | — | — | — | — | — | (2) |
| Foreign exchange and other | (2) | — | — | — | — | — | (2) | — |
| HNW and other private client lending at 31 March 2025 | 5 409 | (9) | 222 | (1) | 195 | (19) | 5 826 | (29) |
| Corporate and other lending at 31 March 2024 | 6 763 | (27) | 963 | (29) | 217 | (60) | 7 943 | (116) |
| Transfer from Stage 1 | (468) | 3 | 431 | (3) | 37 | — | — | — |
| Transfer from Stage 2 | 272 | (4) | (343) | 9 | 71 | (5) | — | — |
| Transfer from Stage 3 | 1 | — | 11 | (1) | (12) | 1 | — | — |
| ECL remeasurement arising from transfer of stage | — | 3 | — | (9) | — | (13) | — | (19) |
| New lending net of repayments (includes assets  written off) | 666 | (2) | (198) | 2 | (129) | 19 | 339 | 19 |
| Changes to risk parameters and models | — | 7 | — | 4 | — | — | — | 11 |
| Foreign exchange and other | (33) | — | (6) | — | (1) | 1 | (40) | 1 |
| Corporate and other lending at 31 March 2025 | 7 201 | (20) | 858 | (27) | 183 | (57) | 8 242 | (104) |
| At 31 March 2025 | 14 520 | (34) | 1 328 | (31) | 536 | (100) | 16 384 | (165) |

254

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

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|  | Stage 1 | | Stage 2 | | Stage 3 | | Total | |
| £’million | Gross  exposure | ECL | Gross  exposure | ECL | Gross  exposure | ECL | Gross  exposure | ECL |
| At 31 March 2023 | 13 494 | (39) | 1 321 | (32) | 343 | (75) | 15 158 | (146) |
| Lending collateralised by property at 31 March 2023 | 1 852 | (8) | 343 | (12) | 121 | (34) | 2 316 | (54) |
| Transfer from Stage 1 | (147) | 1 | 119 | (1) | 28 | — | — | — |
| Transfer from Stage 2 | 194 | (3) | (241) | 5 | 47 | (2) | — | — |
| Transfer from Stage 3 | — | — | — | — | — | — | — | — |
| ECL remeasurement arising from transfer of stage | — | 2 | — | — | — | (1) | — | 1 |
| New lending net of repayments (includes assets  written off) | 256 | (2) | (53) | 4 | (52) | 2 | 151 | 4 |
| Changes to risk parameters and models | — | — | — | 1 | — | — | — | 1 |
| Foreign exchange and other | — | — | — | — | — | — | — | — |
| Lending collateralised by property at 31 March 2024 | 2 155 | (10) | 168 | (3) | 144 | (35) | 2 467 | (48) |
| HNW and other private client lending at 31 March 2023 | 5 343 | (4) | 164 | (1) | 84 | (13) | 5 591 | (18) |
| Transfer from Stage 1 | (309) | — | 189 | — | 120 | — | — | — |
| Transfer from Stage 2 | 48 | — | (61) | — | 13 | — | — | — |
| Transfer from Stage 3 | — | — | — | — | — | — | — | — |
| ECL remeasurement arising from transfer of stage | — | — | — | — | — | (1) | — | (1) |
| New lending net of repayments (includes assets  written off) | 184 | (2) | (32) | — | (47) | (1) | 105 | (3) |
| Changes to risk parameters and models | — | — | — | — | — | (1) | — | (1) |
| Foreign exchange and other | (3) | — | — | — | — | — | (3) | — |
| HNW and other private client lending at 31 March 2024 | 5 263 | (6) | 260 | (1) | 170 | (16) | 5 693 | (23) |
| Corporate and other lending at 31 March 2023 | 6 299 | (27) | 814 | (19) | 138 | (28) | 7 251 | (74) |
| Transfer from Stage 1 | (589) | 4 | 521 | (4) | 68 | — | — | — |
| Transfer from Stage 2 | 241 | (5) | (292) | 7 | 51 | (2) | — | — |
| Transfer from Stage 3 | — | — | — | — | — | — | — | — |
| ECL remeasurement arising from transfer of stage | — | 4 | — | (10) | — | (28) | — | (34) |
| New lending net of repayments (includes assets  written off) | 854 | (3) | (72) | (4) | (39) | (2) | 743 | (9) |
| Changes to risk parameters and models | — | — | — | 1 | — | — | — | 1 |
| Foreign exchange and other | (42) | — | (8) | — | (1) | — | (51) | — |
| Corporate and other lending at 31 March 2024 | 6 763 | (27) | 963 | (29) | 217 | (60) | 7 943 | (116) |
| At 31 March 2024 | 14 181 | (43) | 1 391 | (33) | 531 | (111) | 16 103 | (187) |

Interest in suspense

For asset quality risk management and disclosure purposes, interest in suspense has been excluded from the gross loans and

advances as well as the balance sheet ECL balances of Stage 3 assets. Below is a summary of interest in suspense allocated to

Stage 3 core loans by risk appetite category.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £’million | 31 March 2025 | 31 March 2024 |
| Commercial real estate | 1.2 | 0.8 |
| Residential real estate | 5.5 | 3.4 |
| Total lending collateralised by property | 6.7 | 4.2 |
| Other high net worth lending | 0.4 | — |
| Total high net worth and other private client lending | 0.4 | — |
| Corporate and acquisition finance | 2.9 | 0.4 |
| Other corporate and financial institutions and governments | — | — |
| Asset finance | 1.2 | 0.5 |
| Aviation finance | 0.4 | — |
| Total corporate and other lending | 4.5 | 0.9 |
| Total core loans | 11.6 | 5.1 |

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

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| An analysis of credit quality by internal rating grade |

The Bank uses a 25-grade internal rating scale which measures the risk of default to an exposure without taking into account any

credit mitigation, such as collateral. This internal rating scale allows the Bank to measure credit risk consistently across portfolios.

The internal rating scale is derived from a mapping to PDs and can also be mapped to external rating agency scales.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| PD range |  | Investec internal rating scale | | Indicative external rating scale |
| less than 0.538% |  | IB01 – IB12 |  | AAA to BBB- |
| 0.538% – 6.089% |  | IB13 – IB19 |  | BB+ to B- |
| greater than 6.089% |  | IB20 – IB25 |  | B- and below |
|  |  | Stage 3 |  | D |

The internal credit rating distribution below is based on the 12-month PD at 31 March 2025 for gross core loans subject to ECL

by stage. The staging classifications are not only driven by the absolute PD, but on factors that determine a significant increase

in credit risk, including relative movement in PD since origination. There is therefore no direct correlation between the credit quality

of an exposure and its stage classification as shown in the table below:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 March 2025 | IB01-IB12 | IB13-IB19 | IB20-IB25 | Stage 3 |  | Total |  |
| £’million |  |  |
| Gross core loans subject to ECL | 7 101 | 8 369 | 378 | 536 |  | 16 384 |  |
| Stage 1 | 6 966 | 7 525 | 29 | — |  | 14 520 |  |
| Stage 2 | 135 | 844 | 349 | — |  | 1 328 |  |
| Stage 3 | — | — | — | 536 |  | 536 |  |
| ECL | (5) | (42) | (18) | (100) |  | (165) |  |
| Stage 1 | (5) | (28) | (1) | — |  | (34) |  |
| Stage 2 | — | (14) | (17) | — |  | (31) |  |
| Stage 3 | — | — | — | (100) |  | (100) |  |
| Coverage ratio | 0.1% | 0.5% | 4.8% | 18.7% |  | 1.0% |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 March 2024 | IB01-IB12 | IB13-IB19 | IB20-IB25 | Stage 3 |  | Total |  |
| £’million |  |  |
| Gross core loans subject to ECL | 7 662 | 7 590 | 320 | 531 |  | 16 103 |  |
| Stage 1 | 7 408 | 6 723 | 50 | — |  | 14 181 |  |
| Stage 2 | 254 | 867 | 270 | — |  | 1 391 |  |
| Stage 3 | — | — | — | 531 |  | 531 |  |
| ECL | (7) | (50) | (19) | (111) |  | (187) |  |
| Stage 1 | (6) | (36) | (1) | — |  | (43) |  |
| Stage 2 | (1) | (14) | (18) | — |  | (33) |  |
| Stage 3 | — | — | — | (111) |  | (111) |  |
| Coverage ratio | 0.1% | 0.7% | 5.9% | 20.9% |  | 1.2% |  |

For all other financial instruments including other financial assets (which include exposures to highly rated international banks and

corporate bonds) subject to credit and counterparty risk, the Bank applies credit ratings in line with its credit policies. Assessment

and suitability of the rating is vetted by the applicable credit authority and monitored as part of the overall credit management

process. Where new information that may affect the risk profile becomes available, this is considered and ratings may be adjusted

accordingly.

256

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

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| An analysis of core loans by risk category –  Lending collateralised by property |

Client quality and expertise are at the core of our credit

philosophy. We provide senior debt and other funding for

property transactions, with a preference for income-producing

assets, supported by an experienced sponsor providing a

material level of cash equity investment into the asset and

limited direct exposure to sectors more vulnerable to cyclicality.

Our exposure to the property market is well diversified with

strong bias towards prime locations for residential exposure and

focus on property fundamentals, tenant quality and income

diversity for commercial assets. Debt service cover ratios are a

key consideration in the lending process supported by

reasonable loan-to-security value ratios.

Year in review

Lending collateralised by property totalled  £2.3 billion or 13.9%

of net core loans at 31 March 2025, which remains in line with

the Group’s risk appetite to maintain a reduced proportion of net

core loan exposures in property-related lending. New lending is

diversified by underlying asset classes at conservative LTVs.

Weighted average LTV\* on lending collateralised by property

remains conservative at 57%. Development exposures are

typically undertaken at lower LTVs. These LTVs do not take into

account guarantees provided by borrowers which provide

additional security to our lending and would reduce LTV metrics

further. Property collateralised assets are almost entirely

located in the UK.

Underwriting criteria remains conservative and we are

committed to following a client-centric approach to lending,

supporting counterparties with strong balance sheets and

requisite expertise.

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|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Gross core loans at  amortised cost and FVOCI | | | | | | | | |  | Gross core  loans at  FVPL | Gross core  loans |  |
|  | Stage 1 | | Stage 2 | | Stage 3 | |  | Total | |  |  |  |  |
| £’million | Gross  exposure | ECL | Gross  exposure | ECL | Gross  exposure | ECL |  | Gross  exposure | ECL |  |  |  |  |
| At 31 March 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Commercial real estate | 1 251 | (4) | 219 | (3) | 72 | (8) |  | 1 542 | (15) |  | 45 | 1 587 |  |
| Commercial real estate –  investment | 1 043 | (4) | 125 | (2) | 72 | (8) |  | 1 240 | (14) |  | 34 | 1 274 |  |
| Commercial real estate –  development | 207 | — | 88 | (1) | — | — |  | 295 | (1) |  | 11 | 306 |  |
| Commercial vacant land  and planning | 1 | — | 6 | — | — | — |  | 7 | — |  | — | 7 |  |
| Residential real estate | 659 | (1) | 29 | — | 86 | (16) |  | 774 | (17) |  | 5 | 779 |  |
| Residential real estate –  investment | 381 | (1) | 13 | — | 46 | (3) |  | 440 | (4) |  | 5 | 445 |  |
| Residential real estate –  development | 264 | — | 8 | — | 17 | (1) |  | 289 | (1) |  | — | 289 |  |
| Residential vacant land  and planning | 14 | — | 8 | — | 23 | (12) |  | 45 | (12) |  | — | 45 |  |
| Total lending  collateralised by property | 1 910 | (5) | 248 | (3) | 158 | (24) |  | 2 316 | (32) |  | 50 | 2 366 |  |
| Coverage ratio |  | 0.26% |  | 1.21% |  | 15.19% |  |  | 1.38% |  |  |  |  |
| At 31 March 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Commercial real estate | 1 365 | (8) | 119 | (3) | 92 | (21) |  | 1 576 | (32) |  | 49 | 1 625 |  |
| Commercial real estate –  investment | 1 045 | (7) | 102 | (1) | 86 | (17) |  | 1 233 | (25) |  | 45 | 1 278 |  |
| Commercial real estate –  development | 320 | (1) | 11 | (2) | — | — |  | 331 | (3) |  | 4 | 335 |  |
| Commercial vacant land  and planning | — | — | 6 | — | 6 | (4) |  | 12 | (4) |  | — | 12 |  |
| Residential real estate | 790 | (2) | 49 | — | 52 | (14) |  | 891 | (16) |  | 5 | 896 |  |
| Residential real estate –  investment | 502 | (2) | 40 | — | 25 | (2) |  | 567 | (4) |  | 5 | 572 |  |
| Residential real estate –  development | 262 | — | 8 | — | 4 | (1) |  | 274 | (1) |  | — | 274 |  |
| Residential vacant land  and planning | 26 | — | 1 | — | 23 | (11) |  | 50 | (11) |  | — | 50 |  |
| Total lending  collateralised by property | 2 155 | (10) | 168 | (3) | 144 | (35) |  | 2 467 | (48) |  | 54 | 2 521 |  |
| Coverage ratio |  | 0.46% |  | 1.79% |  | 24.31% |  |  | 1.95% |  |  |  |  |

\*Excludes a small portion of Legacy exposures that are predominately reported in Stage 3.

257

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|  |
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| An analysis of core loans by risk category – High  net worth and other private client lending |

Our Private Banking activities target high net worth individuals,

active wealth creators, high-income professionals, self-

employed entrepreneurs, owner managers in small to mid-cap

corporates and sophisticated investors.

Lending products are tailored to meet the requirements of our

clients and deliver solutions to enable target clients to create

and manage their wealth. Central to our credit philosophy is

ensuring the sustainability of cash flow and income throughout

the cycle. As such, the client base has been defined to include

high net worth clients (who, through diversification of income

streams, should reduce income volatility) and individuals in

defined professions which have historically supported a

sustainable income base, irrespective of the stage in the

economic cycle.

Credit risk arises from the following activities:

• Mortgages: provides residential mortgage loan facilities to

target market clients

• Other high net worth lending: provides credit facilities to

high net worth individuals and their controlled entities as well

as portfolio loans to high net worth clients against their

investment portfolios typically managed by Rathbones.

Year in review

High net worth and other private client lending totalled

£5.8 billion or 34.7% of UK net core loans at 31 March 2025.

There was growth in mortgages of 4.9% in the year to

31 March 2025 despite market activity being affected by the

high interest rate environment.

Growth in this area has been achieved with strong adherence to

our lending criteria. Weighted average LTVs on mortgages is

65%.

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Gross core loans at  amortised cost and FVOCI | | | | | | | | |  | Gross core  loans at  FVPL | Gross  core  loans | |
|  | Stage 1 | | Stage 2 | | Stage 3 | |  | Total | |  |  |  |  |
| £’million | Gross  exposure | ECL | Gross  exposure | ECL | Gross  exposure | ECL |  | Gross  exposure | ECL |  |  | |  |
| At 31 March 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Mortgages | 4 833 | (8) | 151 | (1) | 135 | (7) |  | 5 119 | (16) |  | 26 | 5 145 |  |
| Other high net worth  lending | 576 | (1) | 71 | — | 60 | (12) |  | 707 | (13) |  | 9 | 716 |  |
| Total high net worth and  other private client lending | 5 409 | (9) | 222 | (1) | 195 | (19) |  | 5 826 | (29) |  | 35 | 5 861 |  |
| Coverage ratio |  | 0.17% |  | 0.5% |  | 9.7% |  |  | 0.5% |  |  |  |  |
| At 31 March 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Mortgages | 4 589 | (4) | 162 | — | 105 | (4) |  | 4 856 | (8) |  | 41 | 4 897 |  |
| Other high net worth  lending | 674 | (2) | 98 | (1) | 65 | (12) |  | 837 | (15) |  | 2 | 839 |  |
| Total high net worth and  other private client lending | 5 263 | (6) | 260 | (1) | 170 | (16) |  | 5 693 | (23) |  | 43 | 5 736 |  |
| Coverage ratio |  | 0.11% |  | 0.4% |  | 9.4% |  |  | 0.4% |  |  |  |  |

258

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

|  |
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| An analysis of core loans by risk category –  Corporate and other lending |

We focus on traditional client-driven corporate lending

activities. The credit risk management functions approve

specific credit and counterparty limits that govern the maximum

credit exposure to each individual counterparty. In addition,

further risk management limits exist through industry and

country limits to manage concentration risk. The credit appetite

for each counterparty is based on the financial strength of the

principal borrower, its business model and market positioning,

the underlying cash flow to the transaction, the substance and

track record of management, and the security package. Political

risk insurance, and other insurance is taken where

deemed appropriate.

The Bank has limited appetite for unsecured credit risk and

facilities are typically secured by the assets of the underlying

borrower as well as shares in the borrower.

A summary of the nature of the lending and/or credit risk

assumed within some of the key areas in our corporate lending

business is provided below:

• Corporate and acquisition finance: provides senior secured

loans to proven management teams and sponsors running

mid-cap, as well as some large-cap companies. Credit risk is

assessed against debt serviceability based upon robust cash

generation of the business demonstrated by both historical

and forecast information. Corporates should demonstrate

relevance in their market, an experienced management team,

able Board members, and strong earnings and cash flow. We

typically act as a transaction lead arranger or on a club or bi-

lateral basis, and have a close relationship with management

and sponsors

• Asset-based lending: provides working capital and secured

corporate loans to mid-caps. These loans are secured by the

assets of the business, for example, the accounts receivable,

inventory and plant and machinery. In common with our

corporate lending activities, strong emphasis is placed on

supporting companies with scale and relevance in their

industry

• Fund finance: provides debt facilities to asset managers and

fund vehicles, principally in private equity. The geographical

focus is the UK, Western Europe and North America where

the Bank can support experienced asset managers and their

funds which show strong, long-term value creation and good

custodianship of investors’ money. Debt facilities are typically

to fund vehicles which are secured against undrawn limited

partner commitments and/or the fund’s underlying assets

• Other corporate and financial institutions and

governments: provides senior secured loans to mid-to-large

cap companies where credit risk is typically considered with

regard to robust cash generation from an underlying asset

and supported by performance of the overall business based

on both historical and forecast information

• Small ticket asset finance: provides funding to small- and

medium-sized corporates to support asset purchases and

other business requirements. The portfolio is highly

diversified by industry and number of clients and is secured

against the asset being financed

• Motor finance: provides specialised motor vehicle financing

originated through Mann Island Vehicle Finance Limited

(MIVF). The portfolio is composed predominantly of private

motor vehicles to individuals attributing to a granular book

with low concentration risk

• Aviation finance: structures, arranges and provides

financing for airlines, leasing companies, operators and

corporates secured by aircraft at conservative LTVs.

Counterparties include flag and commercial airline carriers,

leading aircraft lessors and corporates/operators with strong

contracted cash flows

• Energy and infrastructure finance: arranges and provides

typically long-term financing for energy and infrastructure

assets, in particular renewable and traditional energy projects

as well as transportation assets, typically against contracted

future cash flows of the project(s) from well-established and

financially sound off-take counterparties. There is a

requirement for a strong upfront equity contribution from an

experienced sponsor.

Year in review

Corporate and other lending increased by 3.0% from £8.4

billion at 31 March 2024 to £8.6 billion or 51.4% of net core

loans at 31 March 2025 . There has been diversified growth

across multiple corporate and other lending asset classes

including fund finance, small ticket asset finance, asset-based

lending, other corporate and financial institutions and

governments, energy and infrastructure finance and aviation

finance. We continue to remain client-focused in our approach,

with good quality corporates exhibiting strong cash flows and

balance sheets. The underlying portfolios remain resilient.

259

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Gross core loans at  amortised cost and FVOCI | | | | | | | | Gross  core  loans at  FVPL | Gross  core  loans |
|  | Stage 1 | | Stage 2 | | Stage 3 | | Total | |  |  |
| £’million | Gross  exposure | ECL | Gross  exposure | ECL | Gross  exposure | ECL | Gross  exposure | ECL |  | |
| At 31 March 2025 |  |  |  |  |  |  |  |  |  |  |
| Corporate and acquisition  finance | 1 732 | (6) | 229 | (9) | 73 | (14) | 2 034 | (29) | 112 | 2 146 |
| Asset-based lending | 208 | (1) | 142 | (3) | — | — | 350 | (4) | — | 350 |
| Fund finance | 1 466 | (1) | 30 | — | — | — | 1 496 | (1) | 68 | 1 564 |
| Other corporate and financial  institutions and governments | 669 | (2) | 56 | (2) | 18 | (16) | 743 | (20) | 4 | 747 |
| Small ticket asset finance | 1 433 | (6) | 199 | (7) | 23 | (11) | 1 655 | (24) | — | 1 655 |
| Motor finance | 994 | (2) | 97 | (4) | 28 | (11) | 1 119 | (17) | — | 1 119 |
| Aviation finance | 175 | — | 7 | — | — | — | 182 | — | 279 | 461 |
| Energy and infrastructure  finance | 524 | (2) | 98 | (2) | 41 | (5) | 663 | (9) | 24 | 687 |
| Total corporate  and other lending | 7 201 | (20) | 858 | (27) | 183 | (57) | 8 242 | (104) | 487 | 8 729 |
| Coverage ratio |  | 0.28% |  | 3.1% |  | 31.1% |  | 1.3% |  |  |
| At 31 March 2024 |  |  |  |  |  |  |  |  |  |  |
| Corporate and acquisition  finance | 1 831 | (9) | 249 | (7) | 102 | (33) | 2 182 | (49) | 135 | 2 317 |
| Asset-based lending | 106 | — | 188 | (4) | — | — | 294 | (4) | — | 294 |
| Fund finance | 1 320 | (1) | 24 | — | — | — | 1 344 | (1) | 51 | 1 395 |
| Other corporate and financial  institutions and governments | 529 | (3) | 65 | (4) | 22 | (3) | 616 | (10) | 66 | 682 |
| Small ticket asset finance | 1 325 | (9) | 211 | (5) | 39 | (13) | 1 575 | (27) | — | 1 575 |
| Motor finance | 1 022 | (3) | 81 | (5) | 19 | (7) | 1 122 | (15) | — | 1 122 |
| Aviation finance | 96 | — | 76 | (1) | — | — | 172 | (1) | 270 | 442 |
| Energy and infrastructure  finance | 534 | (2) | 69 | (3) | 35 | (4) | 638 | (9) | 22 | 660 |
| Total corporate  and other lending | 6 763 | (27) | 963 | (29) | 217 | (60) | 7 943 | (116) | 544 | 8 487 |
| Coverage ratio |  | 0.40% |  | 3.0% |  | 27.6% |  | 1.5% |  |  |

260

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

The tables that follow provide further analysis of the Bank’s gross credit and counterparty exposures. Total gross credit and

counterparty risk exposures do not take into consideration risk mitigating factors such as collateral, financial guarantees and

instruments that create an economic hedge of credit and counterparty risk.

An analysis of gross credit and counterparty exposures

Gross credit and counterparty exposure totalled £ 31.1  billion at  31 March 2025 . Cash and near cash balances amounted

to  £9.1  billion and are largely reflected in the following line items in the table below: cash and balances at central banks, loans

and advances to banks and sovereign debt securities. These exposures are all Stage 1. There are immaterial Stage 2 and Stage 3

exposures outside of loans and advances to customers which are small relative to the balance sheet. Loans and advances

to customers (including committed facilities) account for greater than  98%  of overall ECLs.

|  |
| --- |
|  |
| An analysis of gross credit and counterparty exposures |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’million | 31 March 2025 |  | 31 March 2024\* |  |
| Cash and balances at central banks | 4 192 |  | 5 662 |  |
| Loans and advances to banks | 860 |  | 676 |  |
| Reverse repurchase agreements and cash collateral on securities borrowed | 1 641 |  | 1 140 |  |
| Sovereign debt securities | 2 525 |  | 1 928 |  |
| Bank debt securities | 324 |  | 297 |  |
| Other debt securities | 772 |  | 708 |  |
| Derivative financial instruments | 315 |  | 353 |  |
| Securities arising from trading activities | 1 |  | 13 |  |
| Loans and advances to customers | 16 956 |  | 16 744 |  |
| Other loans and advances | 163 |  | 146 |  |
| Other securitised assets | — |  | 2 |  |
| Other assets | 28 |  | 33 |  |
| Total on-balance sheet exposures | 27 777 |  | 27 702 |  |
| Guarantees | 36 |  | 34 |  |
| Committed facilities related to loans and advances to customers | 2 477 |  | 2 327 |  |
| Contingent liabilities, letters of credit and other | 800 |  | 513^ |  |
| Total off-balance sheet exposures | 3 313 |  | 2 874 |  |
| Total gross credit and counterparty exposures | 31 090 |  | 30 576 |  |

\*Restated as detailed on page 242.

^Includes the notional exposure to credit risk resulting from credit derivative instruments of £52 million which are newly included in prior year reporting.

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

|  |
| --- |
|  |
| A further analysis of gross credit and counterparty exposures |

The table below indicates the asset class (on the face of the consolidated balance sheet) in which credit and counterparty

exposures are reflected. Not all assets included in the balance sheet bear credit and counterparty risk.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| At 31 March 2025 | Total gross  credit and  counterparty  exposure | of which  FVPL | of which  amortised  cost and  FVOCI | ECL | Assets that  we deem to  have no legal  credit  exposure |  | Total  assets |  |
| £’million |  |  |
| Cash and balances at central banks | 4 192 | — | 4 192 | — | — |  | 4 192 |  |
| Loans and advances to banks | 860 | — | 860 | — | — |  | 860 |  |
| Reverse repurchase agreements and cash  collateral on securities borrowed | 1 641 | 56 | 1 585 | — | — |  | 1 641 |  |
| Sovereign debt securities | 2 525 | — | 2 525 | — | — |  | 2 525 |  |
| Bank debt securities | 324 | — | 324 | — | — |  | 324 |  |
| Other debt securities | 772 | 50 | 722 | (1) | — |  | 771 |  |
| Derivative financial instruments | 315 | 315 | — | — | 11 |  | 326 |  |
| Securities arising from trading activities | 1 | 1 | — | — | 149 |  | 150 |  |
| Loans and advances to customers | 16 956 | 572 | 16 384 | (142) | — |  | 16 814 |  |
| Other loans and advances | 163 | — | 163 | — | — |  | 163 |  |
| Other securitised assets | — | — | — | — | — |  | — |  |
| Investment portfolio | — | — | — | — | 212\* |  | 212 |  |
| Interest in associated undertakings  and joint venture holdings | — | — | — | — | 832 |  | 832 |  |
| Current taxation assets | — | — | — | — | 7 |  | 7 |  |
| Deferred taxation assets | — | — | — | — | 121 |  | 121 |  |
| Other assets | 28 | — | 28 | — | 649^ |  | 677 |  |
| Property and equipment | — | — | — | — | 59 |  | 59 |  |
| Goodwill | — | — | — | — | 57 |  | 57 |  |
| Software | — | — | — | — | 5 |  | 5 |  |
| Other acquired intangible assets | — | — | — | — | — |  | — |  |
| Total on-balance sheet exposures | 27 777 | 994 | 26 783 | (143) | 2 100 |  | 29 734 |  |
| Guarantees | 36 | — | 36 | — | — |  | 36 |  |
| Committed facilities related to loans and  advances to customers | 2 477 | 165 | 2 312 | (8) | — |  | 2 469 |  |
| Contingent liabilities, letters of credit and other^^ | 800 | 349 | 451 | (2) | 139 |  | 937 |  |
| Total off-balance sheet exposures | 3 313 | 514 | 2 799 | (10) | 139 |  | 3 442 |  |
| Total exposures | 31 090 | 1 508 | 29 582 | (153) | 2 239 |  | 33 176 |  |

\*Relates to exposures that are classified as investment risk.

^Other assets include settlement debtors which we deem to have no credit risk exposure as they are settled on a delivery against payment basis.

^^Includes the notional exposure to credit risk resulting from credit derivative instruments of £339 million.

Note: The above numbers may not cast due to rounding.

The table below summarises the ECL held against financial assets held at FVOCI, which is reported on the balance sheet within the

fair value reserves and therefore not included in the table above. The ECL charges are recognised in ‘Expected credit loss

impairment charges’ in the income statement.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| At 31 March 2025 |  | |  |
| £’million | Fair value | ECL |  |
| Loans and advances to customers | 2 005 | (23) |  |

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|  |
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| A further analysis of gross credit and counterparty exposures (continued) |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| At 31 March 2024ˆˆ | Total gross  credit and  counterparty  exposure | of which  FVPL | of which  amortised  cost and  FVOCI | ECL# | Assets that  we deem to  have no legal  credit  exposure | Total  assets |
| £’million |
| Cash and balances at central banks | 5 662 | — | 5 662 | — | — | 5 662 |
| Loans and advances to banks | 676 | — | 676 | — | — | 676 |
| Reverse repurchase agreements and cash  collateral on securities borrowed | 1 140 | 164 | 976 | — | — | 1 140 |
| Sovereign debt securities | 1 928 | — | 1 928 | — | — | 1 928 |
| Bank debt securities | 297 | — | 297 | — | — | 297 |
| Other debt securities | 708 | 59 | 649 | — | — | 708 |
| Derivative financial instruments | 353 | 353 | — | — | 79 | 432 |
| Securities arising from trading activities | 13 | 13 | — | — | 144 | 157 |
| Loans and advances to customers | 16 744 | 641 | 16 103 | (187) | — | 16 557 |
| Other loans and advances | 146 | — | 146 | — | — | 146 |
| Other securitised assets | 2 | 2 | — | — | 65ˆ | 67 |
| Investment portfolio | — | — | — | — | 244\* | 244 |
| Interest in associated undertakings  and joint venture holdings | — | — | — | — | 791 | 791 |
| Current taxation assets | — | — | — | — | 13 | 13 |
| Deferred taxation assets | — | — | — | — | 120 | 120 |
| Other assets | 33 | — | 33 | — | 717\*\* | 750 |
| Property and equipment | — | — | — | — | 73 | 73 |
| Goodwill | — | — | — | — | 58 | 58 |
| Software | — | — | — | — | 5 | 5 |
| Other acquired intangible assets | — | — | — | — | — | — |
| Total on-balance sheet exposures | 27 702 | 1 232 | 26 470 | (187) | 2 309 | 29 824 |
| Guarantees | 34 | — | 34 | — | — | 34 |
| Committed facilities related to loans and  advances to customers | 2 327 | 102 | 2 225 | (8) | — | 2 319 |
| Contingent liabilities, letters of credit and other## | 513 | 79 | 434 | (3) | 112 | 622 |
| Total off-balance sheet exposures | 2 874 | 181 | 2 693 | (11) | 112 | 2 975 |
| Total exposures | 30 576 | 1 413 | 29 163 | (198) | 2 421 | 32 799 |

#ECLs include £13.4 million ECL held against financial assets held at FVOCI.

\*Relates to exposures that are classified as investment risk.

^While the Bank manages all risks (including credit risk) from a day-to-day operational perspective, certain assets are within special purpose vehicles that ring-fence

the assets to specific credit providers and limit security to the assets in the vehicle. This balance reflects the credit exposure to credit providers external to the Bank.

The credit exposure that the Bank has in the vehicles is reflected in the ‘total gross credit and counterparty exposure’ for other securitised assets.

\*\*Other assets include settlement debtors which we deem to have no credit risk exposure as they are settled on a delivery against payment basis.

##Includes the notional exposure to credit risk resulting from credit derivative instruments of £52 million which are newly included in prior year reporting.

^^Restated as detailed on page 242.

263

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| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

|  |  |
| --- | --- |
|  |  |
| Unaudited_information.png | Gross credit and counterparty exposures by residual contractual maturity |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| At 31 March 2025 | Up  to three  months | Three  to six  months | Six  months to  one year | One  to five  years | Five to 10  years | >10 years | Total |  |
| £’million |  |
| Cash and balances at central banks | 4 192 | — | — | — | — | — | 4 192 |  |
| Loans and advances to banks | 860 | — | — | — | — | — | 860 |  |
| Reverse repurchase agreements and cash  collateral on securities borrowed | 1 319 | 272 | 50 | — | — | — | 1 641 |  |
| Sovereign debt securities | 945 | 944 | 133 | 462 | 41 | — | 2 525 |  |
| Bank debt securities | 3 | — | 14 | 307 | — | — | 324 |  |
| Other debt securities | 9 | 4 | 7 | 51 | 248 | 453 | 772 |  |
| Derivative financial instruments | 107 | 35 | 74 | 93 | 1 | 5 | 315 |  |
| Securities arising from trading activities | 1 | — | — | — | — | — | 1 |  |
| Loans and advances to customers | 1 497 | 1 291 | 1 972 | 8 934 | 1 744 | 1 518 | 16 956 |  |
| Other loans and advances | 2 | — | — | 48 | 89 | 24 | 163 |  |
| Other securitised assets | — | — | — | — | — | — | — |  |
| Other assets | 28 | — | — | — | — | — | 28 |  |
| Total on-balance sheet exposures | 8 963 | 2 546 | 2 250 | 9 895 | 2 123 | 2 000 | 27 777 |  |
| Guarantees | 15 | — | 18 | 3 | — | — | 36 |  |
| Committed facilities related to loans  and advances to customers | 128 | 95 | 315 | 1 591 | 334 | 14 | 2 477 |  |
| Contingent liabilities, letters of credit  and other | 406 | 15 | 55 | 318 | 6 | — | 800 |  |
| Total off-balance sheet exposures | 549 | 110 | 388 | 1 912 | 340 | 14 | 3 313 |  |
| Total gross credit and counterparty  exposures | 9 512 | 2 656 | 2 638 | 11 807 | 2 463 | 2 014 | 31 090 |  |

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| Unaudited_information.svg | Gross credit and counterparty exposures by industry |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | High net  worth  and other  professional  individuals | Lending  collateralised  by property | Agriculture | Electricity,  gas and  water (utility  services) | Public  and non-  business  services | Business  services | Finance and  insurance |
| £’million |
| At 31 March 2025 |  |  |  |  |  |  |  |
| Cash and balances at central banks | — | — | — | — | 4 192 | — | — |
| Loans and advances to banks | — | — | — | — | — | — | 860 |
| Reverse repurchase agreements and  cash collateral on securities  borrowed | — | — | — | — | — | — | 1 641 |
| Sovereign debt securities | — | — | — | — | 2 366 | — | 159 |
| Bank debt securities | — | — | — | — | — | — | 324 |
| Other debt securities | — | — | — | — | 2 | 15 | 689 |
| Derivative financial instruments | — | 2 | 1 | 10 | 1 | 16 | 243 |
| Securities arising from  trading activities | — | — | — | — | — | — | 1 |
| Loans and advances to customers | 5 861 | 2 366 | 20 | 849 | 288 | 911 | 2 457 |
| Other loans and advances | — | — | — | — | — | — | 163 |
| Other securitised assets | — | — | — | — | — | — | — |
| Other assets | — | — | — | — | — | — | 26 |
| Total on-balance sheet exposures | 5 861 | 2 368 | 21 | 859 | 6 849 | 942 | 6 563 |
| Guarantees | 14 | — | — | — | — | — | — |
| Committed facilities related to loans  and advances to customers | 226 | 371 | — | 493 | 47 | 94 | 762 |
| Contingent liabilities, letters of credit  and other | 39 | — | — | 237 | — | — | 484 |
| Total off-balance sheet exposures | 279 | 371 | — | 730 | 47 | 94 | 1 246 |
| Total gross credit and counterparty  exposures | 6 140 | 2 739 | 21 | 1 589 | 6 896 | 1 036 | 7 809 |
| At 31 March 2024# |  |  |  |  |  |  |  |
| Cash and balances at central banks | — | — | — | — | 5 662 | — | — |
| Loans and advances to banks | — | — | — | — | — | — | 676 |
| Reverse repurchase agreements and  cash collateral on securities  borrowed | — | — | — | — | 131 | — | 1 009 |
| Sovereign debt securities | — | — | — | — | 1 902 | — | 26 |
| Bank debt securities | — | — | — | — | — | — | 297 |
| Other debt securities | — | — | — | — | 3 | 24 | 596 |
| Derivative financial instruments | — | 1 | 1 | 7 | 1 | 2 | 315 |
| Securities arising from  trading activities | — | — | — | — | — | — | 13 |
| Loans and advances to customers | 5 736 | 2 521 | 19 | 790 | 234 | 734 | 2 767 |
| Other loans and advances | — | — | — | — | — | — | 146 |
| Other securitised assets | — | — | — | — | — | — | — |
| Other assets | 5 | — | — | — | — | — | 27 |
| Total on-balance sheet exposures | 5 741 | 2 522 | 20 | 797 | 7 933 | 760 | 5 872 |
| Guarantees | 12 | — | — | — | — | — | — |
| Committed facilities related to loans  and advances to customers | 215 | 300 | — | 433 | 62 | 76 | 929 |
| Contingent liabilities, letters of credit  and other^ | 39 | — | — | 268 | — | 3 | 187 |
| Total off-balance sheet exposures | 266 | 300 | — | 701 | 62 | 79 | 1 116 |
| Total gross credit and counterparty  exposures | 6 007 | 2 822 | 20 | 1 498 | 7 995 | 839\* | 6 988\* |

#Includes a reclassification of exposures totalling £532 million from business services to finance and insurance.

^Includes the notional exposure to credit risk resulting from credit derivative instruments of £52 million which are newly included in prior year reporting.

#Restated as detailed on page 242.

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|  |  |
|  |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Retailers  and  wholesalers | Manufacturing  and  commerce | Construction | Other  residential  mortgages | Corporate  commercial  real estate | Mining and  resources | Leisure,  entertainment  and tourism | Transport | Motor  finance | Com-  munication | Total |
|  | | | | | | | | | | |
|  |  |  |  |  |  |  |  |  |  |  |
| — | — | — | — | — | — | — | — | — | — | 4 192 |
| — | — | — | — | — | — | — | — | — | — | 860 |
| — | — | — | — | — | — | — | — | — | — | 1 641 |
| — | — | — | — | — | — | — | — | — | — | 2 525 |
| — | — | — | — | — | — | — | — | — | — | 324 |
| — | — | — | 39 | — | — | — | 27 | — | — | 772 |
| 10 | 10 | 1 | — | 1 | — | — | 15 | — | 5 | 315 |
| — | — | — | — | — | — | — | — | — | — | 1 |
| 290 | 829 | 159 | — | 121 | 4 | 109 | 890 | 1 119 | 683 | 16 956 |
| — | — | — | — | — | — | — | — | — | — | 163 |
| — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | 2 | 28 |
| 300 | 839 | 160 | 39 | 122 | 4 | 109 | 932 | 1 119 | 690 | 27 777 |
| — | — | — | — | 3 | — | — | 19 | — | — | 36 |
| 15 | 194 | 1 | — | 8 | — | 2 | 97 | — | 167 | 2 477 |
| — | 39 | — | — | — | — | — | 1 | — | — | 800 |
| 15 | 233 | 1 | — | 11 | — | 2 | 117 | — | 167 | 3 313 |
| 315 | 1 072 | 161 | 39 | 133 | 4 | 111 | 1 049 | 1 119 | 857 | 31 090 |
|  |  |  |  |  |  |  |  |  |  |  |
| — | — | — | — | — | — | — | — | — | — | 5 662 |
| — | — | — | — | — | — | — | — | — | — | 676 |
| — | — | — | — | — | — | — | — | — | — | 1 140 |
| — | — | — | — | — | — | — | — | — | — | 1 928 |
| — | — | — | — | — | — | — | — | — | — | 297 |
| — | — | — | 51 | — | — | — | 34 | — | — | 708 |
| 6 | 12 | — | — | 1 | — | — | 6 | — | 1 | 353 |
| — | — | — | — | — | — | — | — | — | — | 13 |
| 246 | 860 | 143 | — | 120 | 36 | 87 | 811 | 1 122 | 518 | 16 744 |
| — | — | — | — | — | — | — | — | — | — | 146 |
| — | — | — | 2 | — | — | — | — | — | — | 2 |
| 1 | — | — | — | — | — | — | — | — | — | 33 |
| 253 | 872 | 143 | 53 | 121 | 36 | 87 | 851 | 1 122 | 519 | 27 702 |
| — | — | — | — | 3 | — | — | 19 | — | — | 34 |
| 12 | 135 | 1 | — | 7 | — | 3 | 30 | — | 124 | 2 327 |
| — | 14 | — | — | — | — | — | 2 | — | — | 513 |
| 12 | 149 | 1 | — | 10 | — | 3 | 51 | — | 124 | 2 874 |
| 265 | 1 021 | 144 | 53 | 131 | 36 | 90 | 902 | 1 122 | 643 | 30 576 |

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60.

#### Additional credit and counterparty risk

#### information

Credit risk classification and provisioning policy

IFRS 9 requirements have been embedded into our Bank credit

risk classification and provisioning policy. A framework has been

established to incorporate both quantitative and qualitative

measures.

|  |  |
| --- | --- |
|  |  |
| Page_references.svg | For further detail on our credit risk classification and  provision policy please refer to pages  [133](#i7e3e178259884a948abc3d325fbe8a20_42819)  and  [134](#i7e3e178259884a948abc3d325fbe8a20_42781) . |

Internal credit rating models and ECL methodology

Internal credit rating models cover all material asset classes.

These internal credit rating models are also used for IFRS 9

modelling after adjusting for key differences. Internal credit

models calculate through the economic cycle losses whereas

IFRS 9 requires 12-month or lifetime point-in-time losses based

on conditions at the reporting date and multiple economic

scenario forecasts of the future conditions over the

expected lives.

|  |  |
| --- | --- |
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| Page_references.png | Further information on internal credit ratings is provided  on page  [255](#i9eca2b11a6aa469397bec54927e3550a_0-0-1-1-2494133) . |

|  |  |
| --- | --- |
|  |  |
| Unaudited_information.svg | Key judgements |

The measurement of ECL has reliance on expert credit

judgement. Key judgemental areas are highlighted below and

are subject to robust governance processes. Key drivers of

measurement uncertainty include:

• The assessment of a significant increase in credit risk

• A range of forward-looking probability weighted macro-

economic scenarios

• Estimations of probabilities of default, loss given default and

exposures at default using models.

|  |  |
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| Page_references.png | For further detail on our process for determining ECL  please refer to page  [134](#i7e3e178259884a948abc3d325fbe8a20_42781) . |

Key judgements at 31 March 2025

Key judgemental areas under IFRS 9 are subject to robust

governance processes. At 31 March 2025, the composition and

weightings of the forward-looking macro-economic scenarios

were revised to reflect the current pressures in the macro-

economic environment, however there remains reliance on

expert credit judgements to ensure that the overall level of ECL

is reasonable.

We continue to hold a management overlay of £3.7 million at

31 March 2025 (31 March 2024: £3.7 million) which captures

the uncertainty that remains in the model’s predictive capability.

The overlay is apportioned to Stage 2 assets.

Macro-economic sensitivities

Changes in macro-economic scenarios and weightings may

result in the volatility of provisions, particularly to Stage 1 and 2

assets. Sensitivities to macro-economic scenarios and factors

form part of our overall risk monitoring, in particular the Bank’s

potential ECLs if each scenario were given a 100% weighting. In

these instances all non-modelled ECLs, including credit

assessed ECLs and other management judgements remain

unchanged.

The total reported ECL at 31 March 2025 amounted to £176

million (31 March 2024: £198 million). The table below

summarises the variance from reported ECL should the base

case and two downside cases be weighted by 100%. Whilst the

outputs from these 100% weighted scenarios are consistent

with the macro-economic factor inputs set out in the context of

each scenario, in practice the outcome could differ due to

management actions or other key judgements applied.

|  |  |
| --- | --- |
|  |  |
| At 31 March 2025 | Change in  reported  ECL |
| £’million |
| Base case (100%) | 9.1 |
| Downside 1 – trade war (100%) | (26.5) |
| Downside 2 – global synchronised downturn (100%) | (16.8) |

|  |  |
| --- | --- |
|  |  |
| At 31 March 2024 | Change in  reported  ECL |
| £’million |
| Base case (100%) | 5.7 |
| Downside 1 – inflation (100%) | (4.9) |
| Downside 2 – global stress (100%) | (22.0) |

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| Forward-looking macro-economic scenarios |

The measurement of ECL also requires the use of multiple

economic scenarios to calculate a probability weighted

forward–looking estimate. These scenarios are updated at least

twice a year, or more frequently if there is a macro–economic

shock or significant shift in expectations. The weighting of

these scenarios for IFRS 9 as well as the scenarios themselves

are discussed and presented at the relevant BRCCs as well as

the relevant capital committees for approval, which form part

of the principal governance framework for macro–economic

scenarios. They are also approved by the relevant

Audit Committees.

A number of forecast economic scenarios are considered for

capital planning, stress testing (including Investec-specific

stress scenarios) and IFRS 9 ECL measurement.

For IBP,  four macro–economic scenarios were used in the

measurement of ECL. These scenarios incorporate a base case,

an upside case and two downside cases.

As part of the annual scenario review and in light of the current

macro–economic environment, the composition of the downside

scenarios have been adjusted to incorporate downside 1 – trade

war scenario which replaces the downside 1 – inflation scenario

that was used at 31 March 2024. The downside 2 – global

stress (cautious easing, severe recession scenario), has also

been replaced, in this case with the downside 2 – global

synchronised downturn scenario. This is designed as a severe

economic shock to act as a proxy for a variety of unforeseen tail

risks.

In addition to the assessment of the macro-economic

scenarios, weightings are also reviewed taking into account the

latest economic developments and the associated risks to the

outlook. In light of recent global events, emphasis was placed

on the downside 1 – trade war scenario which was allocated a

20% weighting, the downside 2 – global synchronised downturn

scenario was given a 10% weight, whilst the base case and

upside case were judged at 60% and 10% respectively. The

risks to economic activity remain skewed to the downside, with

the weightings calibrated to consider the risk of an escalated

global trade war and the ramifications for inflation, monetary

policy and activity. The risk of an unanticipated global demand

shock is taken into account with downside 2 – global

synchronised downturn scenario.

The base case envisages a recovery in the UK economy

following the stagnation seen in the second half of 2024. This is

driven by a solid pace of household disposable income growth

and lower interest rates, whilst a strengthening in investment is

expected to provide support in the medium–term. Over the five–

year horizon, annual gross domestic product (GDP) growth is

expected to average 1.6%, whilst UK consumer price index (CPI)

inflation is assumed to remain on a path to the 2% target,

allowing for a further easing in monetary policy. The Bank rate is

assumed to reach 3.75% by the end of 2025 and 3% in 2026.

The global outlook is in keeping with the UK, in that GDP growth

is expected to strengthen, inflation to moderate and policy rates

to be lowered further. The Euro area is expected to see a GDP

growth average of 1.3%. The US economy is assumed to see a

modest slowdown near-term given still restrictive policy rates

and negative effects from tariffs. Across the medium–term, GDP

growth is expected to strengthen and average at 1.9%.

Downside 1 – trade war scenario, assumes an escalated global

trade war, initially triggered by a US 20% universal tariff and a

100% tariff on China. Retaliatory measures see further levies

applied. Inflation rises, monetary policy remains more restrictive,

confidence falls sharply, investment is curtailed and credit

conditions tighten. In a UK context, CPI inflation rises to 4.7%,

bank rate rises to 5.50% and the economy contracts by 3%. The

combination of higher inflation and interest rates prompts more

severe affordability issues for households and corporates. A

recovery is envisaged over the later part of the scenario

horizon, but across the whole five–year period, annual UK GDP

growth averages 0.4%.

Downside 2 – global synchronised downturn scenario, a severe

hypothetical scenario designed as a proxy for economic tail

risks. The scenario assumes a deep global economic downturn,

of a similar severity as the 2008/2009 global financial crisis. The

broad context is a significant global demand shock in the first

year of the scenario, prompting a sharp repricing in assets,

tightening financial conditions and a material downturn in

economic activity where UK GDP falls 4.1%. Central banks are

assumed to undertake aggressive monetary policy easing in

response. In the UK, the BoE is expected to cut the bank rate to

0.75%. Similarly severe recessions are seen in other key

jurisdictions; Euro area GDP falls 4.7% and the US 4.2%.

In the upside case, economic activity proves more resilient, and

the pace of recovery more robust as stronger confidence and

lower interest rates prompt a pickup in investment. Ultimately,

through the scenario horizon productivity growth is expected to

support stronger levels of economic growth. Accordingly

medium–term GDP growth averages 2% per annum. The

relatively swift rebound in activity is experienced globally, and

monetary policy normalises gradually enough so as to not

subdue growth.

The graph below shows the forecasted UK GDP under each

macro–economic scenario applied at 31 March 2025.

UK GDP Forecast

|  |  |
| --- | --- |
|  |  |
|  | £’billion |

![57]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Upside |  |  | Base case |
|  |  |  |
|  | Downside 1 – trade war |  |  | Downside 2 – global  synchronised downturn |
|  |  |  |

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The table that follows shows the key factors that form part of the UK and Other macro–economic scenarios and their relative

applied weightings.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | At 31 March 2025  average 2025 – 2030 | | | | At 31 March 2024  average 2024 – 2029 | | | |
| Macro-economic scenarios | Upside | Base  case | Downside 1  trade war | Downside 2  global  synchronised  downturn | Upside | Base  case | Downside 1  inflation | Downside 2  global stress |
| % | % | % | % | % | % | % | % |
| UK |  |  |  |  |  |  |  |  |
| GDP growth | 2.1 | 1.7 | 0.4 | 0.4 | 1.9 | 1.6 | (0.1) | 0.2 |
| Unemployment rate | 4.1 | 4.7 | 6.7 | 6.8 | 3.5 | 4.4 | 5.5 | 6.5 |
| CPI inflation | 2.0 | 2.1 | 2.7 | 1.6 | 1.9 | 2.0 | 4.1 | 2.4 |
| House price growth | 3.6 | 2.9 | (2.3) | (0.9) | 3.0 | 2.5 | (0.6) | (1.6) |
| BoE – Bank rate (end year) | 3.0 | 3.1 | 3.9 | 1.7 | 3.1 | 3.2 | 5.4 | 2.5 |
| Euro area |  |  |  |  |  |  |  |  |
| GDP growth | 2.0 | 1.3 | 0.3 | 0.2 | 1.9 | 1.5 | 0.4 | 0.3 |
| US |  |  |  |  |  |  |  |  |
| GDP growth | 2.4 | 1.9 | 0.6 | 0.6 | 2.5 | 1.9 | 0.7 | 0.8 |
| Scenario weightings | 10 | 60 | 20 | 10 | 10 | 60 | 15 | 15 |

The following table shows annual averages of economic factors for the base case over a five-year period based on the economic

forecasts in place as at 31 March 2025.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Base case % | Financial years | | | | |
| 2025/2026 | 2026/2027 | 2027/2028 | 2028/2029 | 2029/2030 |
| UK |  |  |  |  |  |
| GDP growth | 1.0 | 1.7 | 1.8 | 1.8 | 1.9 |
| Unemployment rate | 4.9 | 5.0 | 4.7 | 4.5 | 4.5 |
| CPI inflation | 2.6 | 2.1 | 2.0 | 2.0 | 2.0 |
| House price growth | 4.2 | 3.1 | 2.5 | 2.4 | 2.4 |
| BoE – Bank rate (end year) | 3.5 | 3.0 | 3.0 | 3.0 | 3.0 |
| Euro area |  |  |  |  |  |
| GDP growth | 1.1 | 1.3 | 1.4 | 1.4 | 1.4 |
| US |  |  |  |  |  |
| GDP growth | 1.5 | 1.7 | 2.1 | 2.0 | 2.0 |

The following table outlines the extreme point forecast for each economic factor across the scenarios as at 31 March 2025.

Baseline represents the five–year base case average. Upside scenario values represent the best outcomes, namely the highest

quarterly level of GDP, house price growth (year on year), lowest level of unemployment and Bank rate. Upside scenario value

for CPI inflation is represented by the five–year average. Downside scenario values represent the worst outcomes being lowest

quarterly level of GDP, house price growth (year on year). For Bank rate and CPI inflation the most extreme point is listed, the

highest level reflective in downside 1 – trade war scenario and the lowest in downside 2 – global synchronised downturn scenario.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Five-year extreme points  At 31 March 2025 | Upside | Baseline: Base  case five-year  average | Downside 1  trade war | Downside 2  global  synchronised  downturn |
| % | % | % | % |
| UK |  |  |  |  |
| GDP growth | 2.9 | 1.7 | (3.0) | (4.1) |
| Unemployment rate | 3.8 | 4.7 | 8.5 | 8.0 |
| CPI inflation | 2.0 | 2.1 | 4.7 | 0.8 |
| House price growth | 5.7 | 2.9 | (25.5) | (18.0) |
| BoE – Bank rate (end year) | 3.0 | 3.1 | 5.5 | 0.8 |
| Euro area |  |  |  |  |
| GDP growth | 2.2 | 1.3 | (3.4) | (4.7) |
| US |  |  |  |  |
| GDP growth | 2.6 | 1.9 | (4.0) | (4.2) |

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| Unaudited_information.svg | Integrating_sustainability.svg |  |
| 61. Sustainability risk | | |

Investec’s sustainability strategy aligns with a selection of

United Nations Sustainable Development Goals (SDGs),

providing a solid framework to assess, align, and prioritise

activities. Two SDGs are fundamental to Investec: Reduced

inequalities (SDG 10), and Climate action (SDG 13), with a

further six SDGs core to our sustainability strategy:

• Quality education (SDG 4)

• Clean water and sanitation (SDG 6)

• Affordable and clean energy (SDG 7)

• Decent work and economic growth (SDG 8)

• Industry innovation and infrastructure (SDG 9)

• Sustainable cities and communities (SDG 11).

Risk governance structure

The Investec Group’s DLC Executive Sustainability Committee,

mandated by the Investec Group’s executive directors, reports

relevant matters to the DLC SEC and Investec Group ERC. The

main objectives of the committee are to align and integrate

sustainability activities across the organisation while focusing

on business opportunities across Investec’s priority SDGs and

escalating significant matters for consideration. The committee

provides feedback to the DLC SEC on current and emerging

sustainability matters and identifies relevant external factors

that could negatively impact the organisation's reputation, while

also considering Investec’s impact on people and planet,

reflecting a double materiality perspective.

Risk management

We integrate sustainability considerations into our daily

operations and credit and investment decision-making

processes, and we adopt a precautionary approach to

managing sustainability risks within our decision-making

frameworks.

We encourage our clients to adopt and adhere to best practices

and standards regarding sustainability matters, as well as to

report on their sustainability performance and impact where

appropriate. Additionally, our due diligence processes are

embedded in our operations, with transparency maintained via

disclosures to our stakeholders and regulators. We believe that

one of the most significant socio-economic and environmental

impacts we can achieve is through partnering with our clients

and stakeholders to foster a cleaner, more resilient, and

inclusive world.

We use various tools and frameworks to assess the sustainability

performance and impact of our clients and transactions, including

the Equator Principles, Partnership for Carbon Accounting

Financials (PCAF), the UN Global Compact, the UN Guiding

Principles on Business and Human Rights, and the OECD

Guidelines for Multinational Enterprises.

Our strategy for managing and measuring sustainability risk

is ultimately informed by our consideration of Investec’s

priority SDGs.

Reduced inequalities (SDG 10)

The Bank is dedicated to addressing reduced inequalities within

our operations, communities, and business activities. We

recognise the importance of fostering an inclusive environment

that promotes equal opportunities for all individuals.

Within our own operations

The Bank is dedicated to cultivating a purposeful and inclusive

culture, which we achieve through our workplace environment

and the Investec experience.

Furthermore, we recognise that no single business can address

the myriad socio-economic needs present in society. Therefore,

our focus is directed towards education and learnerships,

entrepreneurship and job creation, environmental sustainability,

and philanthropy.

In principle, we are committed to:

• Encouraging a sense of belonging for all people, irrespective

of difference

• Focusing on creating education and learnership opportunities

within our communities

• Creating jobs for young people through quality work

experience placements.

At 31 March 2025 we had 40% representation of women and

30% ethnic diversity, as defined by the UK listing rule, on the

IBP Board.

We continue to improve our gender pay gap in the UK, with a

mean hourly pay gap of 20.5%, and we voluntarily disclose our

ethnicity pay gap.

Our community initiatives form the cornerstone of our

commitment to creating enduring worth, reinforcing our

overarching goal of fostering corporate responsibility. We are

currently in the process of developing a comprehensive social

impact strategy and framework to consolidate and enhance our

community initiatives.

Within our lending and investment activities

We support a number of internationally recognised principles,

guidelines and voluntary standards which reflect our commitment

to respecting human rights, building inclusive communities, and

supporting activities that reduce inequalities. Investec prioritises

the development of the mid-market sector, a crucial driver of

job creation and economic growth.

The Investec Group’s Sustainable and Transition Finance

Classification Framework and associated target drive financing

for commercial activities that support social outcomes (as well

as environmental outcomes), most of which are in pursuit of

reducing inequalities.

In principle, we will not engage in activities:

• that do not respect human rights and the rights of local

communities and indigenous peoples

• that are in non-compliance with minimum standards for

occupational health and safety and the relevant local

legislation.

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Investec places significant importance on addressing modern

slavery according to the UK Modern Slavery Act 2015. This

extends to screening third parties' modern slavery policies at

the time of onboarding.

The considerations outlined above are integrated into the

sustainability screening processes applied across our business

activities. Transactions are classified as high, medium, or low

risk in accordance with the European Bank for Reconstruction

and Development (EBRD) classification using the International

Finance Corporation (IFC) guidelines. Those identified in high-

risk industries undergo a comprehensive screening process

conducted by the Group Sustainability team. The assessment of

a transaction’s social impact may include evaluating policies

related to human rights, health and safety, and modern slavery,

as well as adherence to Minimum Social Safeguards.

Climate action (SDG 13)

Our environmental policy and climate change statement reflect

our commitment to achieving a net-zero carbon economy by

2050. In addition, our biodiversity statement reinforces our

dedication to safeguarding the natural environment. We

acknowledge the interconnectedness of climate change and

biodiversity loss, as well as the exposure of our business and

operational activities to various climate and nature-related risks.

The Investec Group positively impacts biodiversity through

environmental philanthropy activities and reduces negative

effects by addressing financial crimes related to illegal

wildlife trade.

In principle:

• We are committed to integrating climate change and nature-

related risk considerations into our day-to-day operations

and into our lending and investment decisions

• There are several Investec Group environmental policies that

guide credit decision-making from a sustainability

perspective

• We support the key provisions of the Equator Principles (EP).

All transactions in non-designated countries are EP monitored

and compliant

• We will not engage in activities that negatively impact

conservation areas or have an irreversible negative impact on

the environment, indigenous people or natural assets.

Climate risk, a key component of sustainability risk, is becoming

increasingly material for banks. In our assessments of the

impact of climate change on our business, we consider both

physical risks and transition risks. While we continue to

integrate climate risk considerations into our risk management

frameworks, we also recognise the commercial opportunities

that climate action presents.

Our approach to net-zero

We support the Paris Agreement aims of holding the increase in

global average temperature to well below 2°C above pre-

industrial levels and continue to pursue efforts towards limiting it

to 1.5°C

Investec’s pathway to net-zero comprises three channels of

impact:

• Meeting our fossil fuel exposure commitments

• Driving sustainable and transition finance activities

• Influencing and advocating for our clients and suppliers to

effectively pursue decarbonisation.

Within our own operations

We embrace our responsibility to understand and manage our

carbon footprint. We have upheld our commitment to carbon

neutrality in our direct operational emissions for the seventh

consecutive financial year by sourcing 100% of our Scope 2

energy consumption from renewable energy sources through

the purchase of Renewable Energy Certificates. We have

offset the remaining unavoidable residual emissions of  91% at

31 March 2025 (31 March 2024: 89%) by acquiring verified,

high-quality carbon credits. Climate risk assessments are

conducted in accordance with the requirements of the BoE.

Within our lending and investment activities

We acknowledge that one of the widest and most impactful

influences we can have on the environment is to manage and

reduce the carbon emissions associated with our business

activities, particularly within our lending and investment

portfolios (Scope 3 financed activities). As such, we continue to

work with the PCAF to measure our financed emissions and are

actively enhancing data collection efforts and refining

assumptions for the Scope 3 emissions calculations.

As part of the sustainability screening process, the assessment

of a transaction’s environmental impact may include evaluating

policies related to the environment, waste management, and

rehabilitation, as well as environmental impact assessments.

Climate and nature-related financial disclosures

In our ongoing commitment to transparency and sustainability,

we continue to publish a separate climate and nature-related

report while we await the implementation of IFRS S1 and IFRS

S2 in our jurisdictions. This approach ensures alignment with

best practices in climate-related financial disclosures and

provides our stakeholders with pertinent information regarding

climate risks and opportunities. We are dedicated to enhancing

our reporting framework and look forward to integrating these

new standards into our compliance processes as they take

effect. In addition to our climate reporting, we started

incorporating certain recommendations from the Taskforce on

Nature-related Financial Disclosures (TNFD). While this

integration is still a work in progress and not yet fully

embedded, we recognise the importance of addressing nature-

related risks and opportunities as part of our commitment

to sustainability.

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Sustainability risk positioning and integration

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|  | Governance | Strategy | Risk management | Metrics |
| Achievements in prior years | • Established an Investec Group  DLC Executive Sustainability  Committee to align and  monitor the Investec Group’s  sustainability activities  • Engaged with stakeholders  through conducting a double  materiality assessment  • Four members of the Investec  Group Executive Team,  including the Investec Group  CE, completed external  sustainability training  • Activated a focused learning  pathway for management and  employees, targeted towards  their unique requirements  within their respective areas. | • Acknowledged the Paris  Agreement’s aim of holding  the increase in the global  average temperature to well  below 2°C compared to pre-  industrial levels and of  pursuing efforts towards  limiting it to 1.5°C  • Supported the Partnership for  Biodiversity Accounting  Financials (PBAF)  • Enhanced our sustainable  finance framework to include  transition and social finance. | • Strengthened our climate  focus in the IBP risk appetite  assessment resulting in a net-  zero aligned target set  towards zero coal exposure by  31 March 2027  • Reviewed and updated our  fossil fuel policy with a  commitment to no new  financing for oil and gas  exploration, extraction or  production projects directly,  regardless of jurisdiction, from  1 January 2035  • Identified and disclosed  material sustainability-related  matters as a result of our  double materiality  assessment. | • Achieved carbon neutrality  across our direct operational  activities  • Joined PCAF and measured  our Scope 3 emissions within  our lending and investing  activities  • Assessed net-zero pathways  according to Science Based  Targets Initiative (SBTi)  guidance  • Engaged with SBTi on their  recommendations for Financial  Institutions with the aim of  setting verified climate-related  targets  • Automated our Scope 3  financed emission  calculations. |
| Achievements for the financial year ended March 2025 | • At Board level, evaluated and  reaffirmed our commitment to  the aims of the Net-Zero  Banking Alliance (NZBA)  • Linked Investec Group  executive remuneration to the  Investec Group’s inaugural  sustainable and transition  finance target  • Hosted a Director’s  Development session on  topical sustainability matters  • Established a governance  process around the Scope 3  financed emissions results  within the business and risk  teams  • Complied with the Corporate  Sustainability Reporting  Directive (CSRD)  requirements. | • Focused on shifting our  commercial strategy to drive  more sustainable and  transition finance activities  • Incorporated into the annual  budget process the  determination of IBP business  unit contributions to the  Investec Group’s sustainable  and transition finance target  • Hosted a town hall for all  colleagues, titled ‘Sustainable  finance: an opportunity for  growth’. | • Incorporated into the annual  risk appetite review process  the consideration of business  activities eligible for the  Investec Group’s sustainable  and transition finance target  • Conducted climate risk  assessments in accordance  with the requirements of the  BoE  • Achieved our commitment to  eliminate coal exposure from  the IBP loan book in  September 2024, more than  two years ahead of schedule. | • Developed and announced the  Investec Group’s inaugural  sustainable and transition  finance target, including IBP’s  contribution  • Continued to enhance our  data collection processes and  refine our assumptions for our  Scope 3 financed emission  calculations  • Expanded our Scope 3  financed emissions coverage  for energy lending, beyond  power generation. |
| Looking forward | • Increase focus on  sustainability matters in the  IBP BRCC, as well as in  management forums across  the Bank  • Incorporate sustainability  disclosure requirements from  emerging regulations when  applicable (including IFRS S1,  S2)  • Continue to strengthen the  Investec Group’s sustainability  and climate-related  disclosures. | • Grow our provision of  sustainable products and  solutions within our client  ecosystem  • Support transition finance  within our high-emitting client  ecosystem where applicable  • Actively engage with our  clients and suppliers to  promote decarbonisation and  broader sustainability agendas  • Develop a client engagement  strategy that supports our  transition plan  • Understand and assess our  impacts and dependencies on  biodiversity  • Continue to embed the  assessment of climate-related  matters into business strategy. | • Enhance screening on  biodiversity and nature-  related risks according to the  TNFD recommendations  • Embed monitoring and  managing of Scope 3  emissions within the risk  management process across  our business  • Establish a transition plan and  set decarbonisation targets. | • Track clients who publicly  disclose their net-zero  pathways to achieve a clear  aggregated downward trend  of emissions towards net-zero  by 2050  • Work with business teams to  set appropriate emission  reduction targets for our  transition plan  • Measure, monitor, and report  progress against sustainable  and transition finance targets. |

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| Unaudited_information.svg | 62. Investment risk |

Overview

Investment risk in the banking book comprised 1.0%  of total

assets at 31 March 2025 . We have refocused our principal

investment activities on clients where we have and can build a

broader relationship through other areas of activity in the Bank.

We partner with clients and other co-investors by bringing

capital raising expertise, working capital management, merger

and acquisition and investment experience into client-driven

private equity transactions as well as leveraging third party

capital into the Investec Group’s funds that are relevant to the

Bank’s client base. Investments are selected based on:

• Track record and credibility of management

• Attractiveness of the industry and the positioning therein

• Valuation/pricing fundamentals

• Sustainability analyses

• Exit possibilities and timing thereof

• Ability to build value by implementing an agreed strategy.

Investments in listed shares may arise on an IPO, or sale of an

investment to a listed company. There is limited appetite for

listed investments.

Additionally, from time to time, the manner in which certain

lending transactions are structured results in equity, warrants or

profit shares being held, predominantly in unlisted companies.

We also source development, investment and trading

opportunities to create value within agreed risk parameters.

Risk management

As investment risk arises from a variety of activities conducted

by the Bank, the monitoring and measurement thereof varies

across transactions and/or type of activity. Investment

committees exist in the UK which provide oversight of the

regions where we assume investment risk.

Risk appetite limits and targets are set to manage our exposure

to investment risk.

An assessment of exposures against limits and targets as well

as stress testing scenario analyses are performed and reported

to IBP BRCC.

As a matter of course, concentration risk is avoided and

investments are spread across geographies and industries.

Valuation and sensitivity assumptions and

accounting methodologies

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| Page_references.svg | For a description of our valuation principles and  methodologies refer to pages  [135](#i7e3e178259884a948abc3d325fbe8a20_42793)  to  [139](#i7e3e178259884a948abc3d325fbe8a20_42807)  and pages  [170](#i447e4d363cd344738300acdd42f0e3a0_331)  to  [183](#i23e6b9775da145deb279338375bf4dbf_3788) for factors and sensitivities taken into consideration  in determining fair value. |

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|  |  |  |
| Analysis of investments  £’million | On-balance  sheet value of  investments  31 March 2025 | On-balance  sheet value of  investments  31 March 2024 |
| Unlisted investments | 211 | 243 |
| Listed equities | 1 | 1 |
| Total investment portfolio | 212 | 244 |
| Trading properties | 85 | 63 |
| Warrants and profit shares | 4 | 4 |
| Total | 301 | 311 |

Note: IW&I UK was previously 100% consolidated in IBP. IBP’s investment in Rathbones will be equity accounted for on a statutory basis and recognised as an associate.  We

do not include the investment in Rathbones Group plc as a part of the above analysis due to the nature of this strategic transaction.

An analysis of investment portfolio, warrants and profit shares

|  |
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|  |
| 31 March 2025 |
| £216 million |

![2474]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Finance and insurance | 56.7% |
|  | Transport | 10.7% |
|  | Retailers and wholesalers | 9.8% |
|  | Electricity, gas and water (utility services) | 6.6% |
|  | Other | 6.4% |
|  | Business services | 4.1% |
|  | Real estate | 3.1% |
|  | Leisure, entertainment and tourism | 2.6% |

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| Unaudited_information.svg | 63. Securitisation/structured credit  activities exposures |

Overview

The Bank’s definition of securitisation/structured credit activities

is wider than the definition applied for regulatory capital

purposes. The regulatory capital definition focuses largely on

positions we hold in an investor capacity and includes

securitisation positions we have retained in transactions in

which the Bank has achieved significant risk transfer. We

believe, however, that the information provided below is

meaningful in that it groups all these related activities in order

for a reviewer to obtain a full picture of the activities that we

have conducted in this space. Some of the information provided

below overlaps with the Bank’s credit and counterparty

exposure information.

In the UK, capital requirements for securitisation positions are

calculated using either the standardised approach (SEC-SA) or

the external ratings-based approach (SEC-ERBA). Given risk-

weightings under the SEC-SA approach do not rely on external

ratings, an analysis by risk-weightings has been provided

below.

Securitisation transactions provide the Bank with a cost

effective, alternative source of financing either through sale to

the market or through use of the notes issued as collateral for

other funding mechanisms.

We hold rated structured credit instruments. These are UK,

US and European exposures and amounted to £813 million at 31

March 2025 (31 March 2024: £703 million) all of which are AAA

and AA rated.

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| Page_references.svg | For accounting methodologies, refer to page [135](#i7e3e178259884a948abc3d325fbe8a20_42782) . |

Risk management

All existing or proposed exposures to a securitisation are

analysed on a case-by-case basis, with approval required from

the appropriate credit committee. The analysis looks through to

the historical and expected future performance of the

underlying assets, the position of the relevant tranche in the

capital structure as well as analysis of the cash flow waterfall

under a variety of stress scenarios. External ratings and risk-

weightings are presented, but only for information purposes

since the Bank principally relies on its own internal risk

assessment. Overarching these transaction level principles is

the Board-approved risk appetite policy, which details the

Bank’s appetite for such exposures, and each exposure is

considered relative to the Bank’s overall risk appetite. We can

use explicit credit risk mitigation techniques where required,

however, the Bank prefers to address and manage these risks

by only approving exposures for which the Bank has explicit

appetite through the constant and consistent application of the

risk appetite policy.

Securitisation/structured credit analysis

In terms of our analysis of our credit and counterparty risk,

exposures arising from securitisation/structured credit activities

reflect only those exposures to which we consider ourselves to

be at risk.  ‘Other loans and advances’ refer to exposures that do

not relate to the Bank’s core loan activity.

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|  |  |  |  |  |  |  |
| Nature of exposure/activity | 31 March 2025  £’million |  | 31 March 2024  £’million |  |  | Balance sheet and credit risk  classification |
| Structured credit (gross exposure) | 838 |  | 738 |  |  | Other debt securities and other  loans and advances |
| <40% RWA | 797 |  | 736 |  |  |
| >40% RWA | 41 |  | 2 |  |  |  |

Analysis of gross structured credit exposure

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|  |  |  |  |  |  |  |  |  |  |  |  |
| £’million | AAA | AA | A | BBB | BB | B and  below | Total  rated | Total  unrated |  | Total |  |
| US corporate loans | 579 | 126 | — | — | — | — | 705 | 25 |  | 730 |  |
| UK RMBS | 35 | 3 | — | — | — | — | 38 | — |  | 38 |  |
| European corporate loans | 42 | 28 | — | — | — | — | 70 | — |  | 70 |  |
| Total at 31 March 2025 | 656 | 157 | — | — | — | — | 813 | 25 |  | 838 |  |
| <40% RWA | 652 | 120 | — | — | — | — | 772 | 25 |  | 797 |  |
| >40% RWA | 4 | 37 | — | — | — | — | 41 | — |  | 41 |  |
| Total at 31 March 2024 | 607 | 95 | 1 | — | — | — | 703 | 35 |  | 738 |  |

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64.

#### Market risk in the trading book

Overview

The focus of our trading activities is primarily to support our

clients. Our strategic intent is that proprietary trading should be

limited and that trading should be conducted largely to facilitate

client flow. Within our trading activities, we act as principal with

clients or the market. Market risk exists where we have taken

on principal positions resulting from market making,

underwriting and facilitation of client business in the foreign

exchange, interest rate, equity, credit and commodity markets.

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| Unaudited_information.svg | Year in review |

The year in review has been characterised by a fall in yields

across the shorter end of the yield curves and a rise in longer

term yields, which has largely unwound the inversion in global

yield curves. The UK, US and European central banks cut

interest rates as growth slowed and inflation was shown to be

under control. In equity markets, the FTSE100 and FTSE250 had

divergent performance, ending +8% and -2% respectively at 31

March 2025 (having peaked at +12% and +9%). Uncertainty,

driven by the new US administration’s tariff policy, drove equity

markets lower and increased volatility during first quarter of

2025. The structured products book continues to wind down

and has reduced substantially in size. Over the year, a macro

hedge has remained in place, providing downside protection in

the event of an extreme market dislocation.

The primary focus of all trading activity continues to be

managing and hedging the market risk arising from client-

related activity, and directional exposures remain at a minimum.

Utilisation of risk limits have remained consistently moderate.

Risk governance structure

Traded market risk is governed by policies that cover the

management, identification, measurement and monitoring of

market risk. We have independent market risk teams reporting

into risk management where limits are approved, managed and

monitored.

The market risk teams have reporting lines that are separate

from the trading function, thereby ensuring independent

oversight. The Market Risk Forum, mandated by the IBP ERC,

manages market risk in accordance with approved principles,

policies and risk appetite. Trading desk risk limits are reviewed

by the Market Risk Forum and approved by  IBP ERC in

accordance with the risk appetite defined by the IBP Board. Any

significant changes in risk limits are then reviewed and

approved by Investec Group ERC, IBP and DLC BRCCs as well

as IBP and DLC and Boards. The appropriateness of limits is

continually reassessed, with limits reviewed at least annually, in

the event of a significant market event or at the discretion of

senior management.

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| Unaudited_information.svg | Risk management |

Market risk limits are set according to our risk appetite policy.

Limits are set at trading desk level with aggregate risk across all

desks also monitored against overall market risk appetite limits.

Current market conditions, as well as stressed market

conditions, are taken into account when setting and reviewing

these limits.

Market risk teams review the market risks in the trading book,

with detailed risk reports produced daily for each trading desk

and for the aggregate risk of the trading book. The material

risks identified are summarised in daily reports that are

distributed to, and discussed with senior management when

required. The production of risk reports allows for the

monitoring of all positions in the trading book against prescribed

limits. Documented policies and procedures are in place to

ensure there is a formal process for recognition and

authorisation for risk excesses incurred.

The risk management software is fully integrated with source

trading systems, allowing valuation in risk and trading systems

to be fully aligned. All valuation models are subject to

independent validation by market risk, ensuring models used for

valuation and risk are validated independently of the

front office.

Risk measurement

A number of quantitative measures are used to monitor and limit

exposure to traded market risk. These measures include:

• Value at Risk (VaR), expected shortfall (ES) and stressed VaR

(sVaR) as portfolio measures of market risk exposure

• Scenario analysis, stress tests and tools based on extreme

value theory (EVT) that measure the potential impact of

extreme market moves on portfolio values

• Sensitivity analysis that measures the impact of individual

market risk factor movements on specific instruments or

portfolios, including interest rates, foreign exchange rates,

equity prices, credit spreads and commodity prices. We use

sensitivity measures to monitor and limit exposure across

portfolios, products and risk types.

Stress and scenario analyses are used to add insight into the

possible outcomes under severe market disruptions. The stress

testing methodology assumes that all market factors move

adversely at the same time and that no actions are taken during

the stress events to mitigate risk. Stress scenarios based on

historical experience, as well as hypothetical scenarios, are

considered and reviewed regularly for relevance in the ever-

changing market environment. Stress scenarios are run daily

with analysis presented to IBP Review ERRF weekly and IBP

BRCC when the committees meet or more often should market

conditions require this.

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Value at Risk (VaR)

VaR is a technique that estimates the potential losses as a

result of movements in market rates and prices over a specified

time horizon at a given level of confidence. The VaR model

derives future scenarios from a historic time series of market

rates and prices, taking into account inter-relationships

between the different markets such as interest rates and

foreign exchange rates. The VaR model is based on a full

revaluation historical simulation and incorporates the

following features:

• Two-year historical period based on an unweighted

time series

• Daily movements in each risk factor including foreign

exchange rates, interest rates, equity prices, credit spreads

and associated volatilities, are simulated with reference

to historical market rates and prices, with proxies only

used when no or limited historical market data is available

• Risk factor movements are based on both absolute and

relative returns as appropriate for the different types of

risk factors.

VaR numbers using a one-day holding period are monitored

daily at the 95% and 99% confidence intervals, with limits set at

the 95% confidence interval. Expected shortfalls are also

monitored daily at the 95% and 99% levels, being the average

of the losses in the tail of the VaR distribution.

The table below contains the 95% one-day VaR figures for the trading businesses.

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|  |  |  |  |  |  |  |  |  |  |
|  | 31 March 2025 | | | | 31 March 2024 | | | |  |
| 95% one-day VaR  £’000 | Year end | Average | High | Low | Year end | Average | High | Low |  |
| Interest rates | 19 | 30 | 43 | 19 | 43 | 45 | 60 | 31 |  |
| Foreign exchange | 16 | 10 | 34 | 3 | 12 | 10 | 98 | — |  |
| Equities | 154 | 170 | 309 | 94 | 173 | 225 | 641 | 117 |  |
| Commodities | 4 | 4 | 9 | 2 | 8 | 9 | 15 | 5 |  |
| Credit | — | 8 | 38 | — | 36 | 32 | 85 | — |  |
| Consolidated\* | 155 | 172 | 327 | 95 | 186 | 238 | 612 | 137 |  |

\*The consolidated VaR is lower than the sum of the individual VaRs. This arises from the correlation offset between various asset classes (diversification).

Expected shortfall (ES)

The ES measure overcomes some of VaR’s shortcomings. ES seeks to quantify losses encountered in the tail beyond the VaR level.

The 95% one-day ES is the average loss given that the 95% one-day VaR level has been exceeded. The table below contains the

95% one-day ES figures.

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 95% one-day ES  £’000 | 31 March 2025 |  | 31 March 2024 |  |
| Interest rates | 29 |  | 59 |  |
| Foreign exchange | 22 |  | 29 |  |
| Equities | 199 |  | 210 |  |
| Commodities | 5 |  | 13 |  |
| Credit | — |  | 48 |  |
| Consolidated\* | 203 |  | 224 |  |

\*The consolidated ES is lower than the sum of the individual ESs. This arises from the correlation offset between various asset classes.

Stressed VaR (sVaR)

The sVaR measure is calculated using the VaR model but is based on a one-year period through which the relevant market factors

experienced stress. The information in the table below contains the 99% one-day sVaR.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’000 | 31 March 2025 |  | 31 March 2024 |  |
| 99% one-day sVaR | 1 019 |  | 694 |  |

276

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Backtesting

The performance of the VaR model is regularly monitored

through backtesting. This is done by comparing daily clean

profit and loss against one-day VaR based on a 99% confidence

level. Clean profit and loss excludes items such as intra-day

transactions, valuation adjustments, provisions, recoveries,

commission, fees and hedge costs included in the new trade

revenue. If a loss exceeds the one-day VaR, a backtesting

exception is considered to have occurred. Over time we expect

the average rate of observed backtesting exceptions to be

consistent with the percentile of the VaR statistic being tested.

This is conducted at an aggregate and desk level on a daily

basis.

The graph that follows shows the result of backtesting the total

daily 99% one-day VaR against the clean profit and loss data

for our trading activities over the reporting period. Based on

these graphs, we can gauge the accuracy of the VaR figures,

i.e. 99% of the time, losses are not expected to exceed the 99%

one-day VaR.

The average VaR for the year ended 31 March 2025 was lower

than for the year ended 31 March 2024. Using clean profit

and loss data for backtesting resulted in two exceptions over

the period at the 99% confidence level, i.e. where the loss was

greater than the 99% one-day VaR, which is in line with the two

to three exceptions expected at this confidence level.

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| --- | --- |
|  |  |
| 99% one-day VaR backtesting (£) | |

![1725]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 99% one-day VaR |  |  | Clean P/L |

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| Unaudited_information.svg | Clean profit and loss histogram |

The histogram below illustrates the distribution of clean profit and loss during the financial year for our trading businesses. The

graph shows that a clean profit was realised on 196 days out of a total of 254 days in the trading business. The average daily clean

profit and loss generated for the year to  31 March 2025 was £72 098 (31 March 2024: £70 355).

Clean profit and loss

Frequency: Days in the year

![1812]()

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|  |  |
|  | Clean profit/(loss) earned per day (£’million) |

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| Unaudited_information.svg | Market risk – derivatives |

The Bank enters into various derivative contracts, largely on the back of customer flow. These are used for hedging foreign

exchange, interest rates, commodity, equity and credit exposures and to a small extent as principal for trading purposes. Traded

instruments include contract for differences, financial futures, options, swaps and forward rate agreements.

|  |  |
| --- | --- |
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| Page_references.svg | Information showing our derivative trading portfolio over the reporting period on the basis of the notional principal and the fair  value of all derivatives can be found on pages  [194](#i447e4d363cd344738300acdd42f0e3a0_364)  and  [195](#i58f1c37b9aa0443fbedc9ff4642b01de_942) . |

The notional principal indicates our activity in the derivatives market and represents the aggregate size of total outstanding

contracts at year end. The fair value of a derivative financial instrument represents the present value of the positive or negative

cash flows which would have occurred had we closed out the rights and obligations arising from that instrument in an orderly

market transaction at year end. Both these amounts reflect only derivatives exposure and exclude the value of the physical

financial instruments used to hedge these positions.

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| Unaudited_information.svg | 65. Balance sheet risk |

Overview

The balance sheet risk framework continually ensures that a

comprehensive approach is taken to the management and

mitigation of liquidity, funding and IRRBB risks, while ensuring

adherence to regulatory requirements and internal risk appetite

and policies.

Risk management

Investec plc (and its subsidiaries, including IBP)  are ring-fenced

from Investec Limited (and its subsidiaries), and vice versa.

Both legal entities (and their subsidiaries) are therefore required

to be self-funded, and manage their funding, liquidity and IRRBB

risk as separate entities.

Each banking entity must have its own Board-approved balance

sheet risk management policies. Risk appetite limits are set at the

relevant Board level and reviewed at least on an annual basis. The

size, materiality, complexity, maturity and depth of the market as

well as access to stable funds are all inputs considered when

establishing the risk appetite for each relevant region. Specific

regulatory  requirements may further dictate additional  restrictions to

be adopted in a region.

Under delegated authority of the respective Boards, the

Investec Group has established ALCOs within each banking

entity, using regional expertise and local market access as

appropriate. The ALCOs are mandated to ensure independent

oversight of liquidity risk and IRRBB.

ALCOs assess balance sheet exposures and market conditions

to develop strategies for risk mitigation. The Treasury function

within each banking entity is mandated to holistically manage

the risk on a day-to-day basis.

The Treasury function, by banking entity, is required to exercise

tight control of all balance sheet risks (liquidity, funding,

concentration, encumbrance and IRRBB) within the Board-

approved risk appetite  limits. IRRBB and asset funding

requirements  are transferred from the originating business to the

Treasury function.

The Treasury function, by banking entity, directs pricing for all

deposit products, establishes and maintains access to stable

funds with the appropriate tenor and pricing characteristics, and

manages liquid securities and collateral.

Balance sheet risk management is based within Group risk

management and is responsible for identifying, quantifying,

monitoring and communicating risks while providing

independent oversight of the treasury activities and

guaranteeing the adherence to the Bank’s policies.

Daily, weekly and monthly reports are independently produced

highlighting Group activity, exposures and key measures

against thresholds and limits and are distributed to

management, ALCO, Treasury,   IBP Review ERRF,   IBP ERC and

IBP BRCC  as well as summarised reports for Board meetings.

There is a regular internal audit of the processes and policies

within the balance sheet risk management function, the

frequency of which is determined by internal audit.

Liquidity risk

Overview

Cohesive liquidity management is vital for protecting our

depositors, preserving market confidence, safeguarding our

reputation and ensuring sustainable growth with established

funding sources. Through active liquidity management,

we seek to preserve stable, reliable and cost-effective sources of

funding.

Risk management and measurement

A suite of internal and regulatory metrics are used on a current

and forward-looking basis to manage liquidity risk and funding

risk. Future cash flows are monitored on a contractual,

business-as-usual and stressed basis. Stress testing is based

on a range of historical and hypothetical scenarios.

We further carry out reverse stress tests to identify business

model vulnerabilities which tests ‘tail risks’ that can be missed in

normal stress tests.

Additionally, Investec plc maintains a contingency funding plan

which details the course of actions that can be taken in the

event of a liquidity stress. The plan helps to ensure that cash

flow estimates and commitments can be met in the event of

general market disruption or adverse bank-specific events,

while minimising detrimental long-term implications for the

business.

The plans are tested internally to assess the Group’s readiness and

ability to adequately contain a liquidity stress.

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To protect against potential shocks, we hold a liquidity buffer in

the form of cash, unencumbered high-quality liquid assets

(typically in the form of government or rated securities eligible for

repurchase with the central bank). The liquidity buffer is well in

excess of regulatory requirements as protection against disruptions

in cash flows. The liquidity buffer is managed within Board-

approved targets.

The Bank remains a net liquidity provider to the interbank market,

placing significantly more funds with other banks than our short-

term interbank borrowings. We do not rely on overnight interbank

deposits to fund term lending.

For non-cash items, prudent market risk limits are in place to

control the market volatility of securities and the amount of cash

that can be generated by those securities under a market stress.

From 1 April 2024 to 31 March 2025 average cash and near

cash balances over the period amounted to £9.9 billion.

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Liquidity mismatch

The following tables show the Bank’s contractual and

behavioural liquidity gaps.

The contractual liquidity table records all assets and liabilities

with the underlying contractual maturity.

With respect to the behavioural liquidity table, we adjust the

contractual profile of certain assets and liabilities:

• Liquidity buffer: the actual contractual profile of the assets in

the liquidity buffer is of little consequence, as practically the

Bank would meet any unexpected net cash outflows by

repo’ing or selling these highly liquid securities. Consequently,

for the liquidity buffer:

– The time horizon to monetise our regulatory liquid assets

which are guaranteed by the central bank has been

adjusted to ‘on demand’

– The time horizon for the near cash portfolio of discretionary

treasury assets has been set to one month where there are

deep secondary markets for this elective asset class.

• Customer deposits: historical observations were used to

model the behavioural maturity profile, and this analysis has

identified significant additional sources of structural liquidity

in the form of core deposits that exhibit stable behaviour.

Contractual liquidity at 31 March 2025

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| £’million | Demand | Up  to one  month | One to  three  months | Three  to six  months | Six  months  to one  year | One  to five  years | > Five  years |  | Total |  |
| Cash and short-term funds –  banks | 5 032 | 20 | — | — | — | — | — |  | 5 052 |  |
| Investment/trading assets | 503 | 923 | 1 159 | 1 213 | 289 | 947 | 1 747 |  | 6 781 |  |
| Securitised assets | — | — | — | — | — | — | — |  | — |  |
| Advances | 217 | 623 | 650 | 1 296 | 1 938 | 8 901 | 3 352 |  | 16 977 |  |
| Other assets excluded above | 59 | 351 | 40 | 52 | 135 | 273 | 14 |  | 924 |  |
| Assets | 5 811 | 1 917 | 1 849 | 2 561 | 2 362 | 10 121 | 5 113 |  | 29 734 |  |
| Deposits – banks | (189) | — | — | — | (705) | (584) | — |  | (1 478) |  |
| Deposits – non-banks | (7 168) | (1 371) | (5 980) | (3 500) | (2 314) | (1 218) | (4) |  | (21 555) |  |
| Negotiable paper | (1) | (1) | (13) | (11) | (84) | (864) | — |  | (974) |  |
| Securitised liabilities | — | — | — | — | — | — | — |  | — |  |
| Investment/trading liabilities | (98) | (125) | (43) | (26) | (53) | (88) | (36) |  | (469) |  |
| Subordinated liabilities | — | — | — | — | (41) | (641) | — |  | (682) |  |
| Other liabilities excluded above | (244) | (167) | (172) | (53) | (140) | (108) | (19) |  | (903) |  |
| Liabilities | (7 700) | (1 664) | (6 208) | (3 590) | (3 337) | (3 503) | (59) |  | (26 061) |  |
| Total equity | — | — | — | — | — | — | (3 673) |  | (3 673) |  |
| Contractual liquidity gap | (1 889) | 253 | (4 359) | (1 029) | (975) | 6 618 | 1 381 |  | — |  |
| Cumulative liquidity gap | (1 889) | (1 636) | (5 995) | (7 024) | (7 999) | (1 381) | — |  |  |  |

Behavioural liquidity at 31 March 2025

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| £’million | Demand | Up  to one  month | One to  three  months | Three  to six  months | Six  months  to one  year | One  to five  years | > Five  years |  | Total |  |
| Behavioural liquidity gap | 4 754 | 10 | (5 061) | (1 973) | (1 108) | 2 039 | 1 339 |  | — |  |
| Cumulative | 4 754 | 4 764 | (297) | (2 270) | (3 378) | (1 339) | — |  |  |  |

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Funding strategy

Overview

We maintain a funding structure of stable customer deposits

and long-term wholesale funding well in excess of funded

assets. We target a diversified funding base, avoiding undue

concentrations by investor type, maturity, market source,

instrument and currency.

We acknowledge the importance of our retail deposit client base

as the principal source of stable and granular funding. We

continue to develop products to attract and service the

investment needs of our client base in line with our risk appetite.

The Bank actively participates in global financial markets and

our relationships are continuously enhanced through regular

investor engagements. Entities are only allowed to have funding

exposure to wholesale markets where they can demonstrate that

the market is sufficiently deep and liquid, and then only relative to

the size and complexity of their business as part of a diversified

funding mix.

The Bank’s ability to access funding at cost-effective levels is

influenced by maintaining or improving the entity’s credit rating.

A reduction in credit ratings could have an adverse effect on

the Bank’s funding costs, and on access to wholesale term

funding; however our diversified funding base places limited

reliance on wholesale funding and protects our ability to raise

sufficient funding under both business as usual and stressed

market conditions.

Funding continues to be dynamically raised through a mix of

customer liabilities diversified by customer type, currency,

channel and tenor, avoiding reliance on any particular source

and ensuring continued access to a wide range of depositors.

Those diversified funding channels have proven to be capable

of raising funding throughout the year to support asset growth

despite the uncertain macro-economic environment, persistent

market volatility and increased competition for deposits.

We have limited reliance on wholesale funding but we maintain

access and presence, using such wholesale issuance to

strategically diversify our funding base and complement the

other liability channels by focusing, where appropriate, on tenor

and currency as part of a longer term strategic plan.

Funding consists primarily of customer deposits, with loans and

advances to customers as a percentage of customer deposits

at 78.0% at 31 March 2025 (31 March 2024: 79.5%). We are

therefore well positioned from a funding and liquidity

perspective if there were to be further disruption to financial

markets given both the highly diversified nature of Investec

plc’s deposit base and the reliance on term and notice deposits

rather than demand deposits. Deposits grew by 3.4% over the

year from £20.9 billion to £21.6 billion at 31 March 2025.

Granularity of deposits is a key area of focus and IBP has a

substantial portion of eligible deposits that are covered by

FSCS protection. The FSCS is a UK government-backed

scheme designed to provide protection to eligible customers, to

the maximum value of £85 000, in the event that a financial

institution is unable to meet its financial obligations. The PRA

has proposed to raise the deposit protection limit to £110 000

from 1 December 2025.

As at 31 March 2025, the preferred resolution strategy for IBP

remained bank insolvency procedure with no MREL requirement

in excess of its minimum capital requirements. The BoE formally

notified Investec plc on 28 June 2023 that the preferred

resolution strategy will change from bank insolvency procedure

to bail-in and as such Investec plc, and IBP as a material

subsidiary, will be subject to a revised Minimum Requirements

for Own Funds and Eligible Liabilities (MREL) requirement.

The MREL transition will commence from 1 January 2026 in a

phased manner with end-state MREL applying from 1 January

2032. Wholesale issuance in the year took advantage of market

windows to focus on refinancing upcoming calls to lengthen

term, with the added benefit of continuing to diversify the debt

capital markets investor base and support the MREL transition.

Any additional MREL requirements will be met over time as part

of increasing wholesale market issuance from the existing

established base and we will continue to evaluate issuance

opportunities in the near term as part of this glide path.

IBP repaid £0.5 billion of drawings under the BoE Term Funding

Scheme with additional incentives for Small and Medium

Enterprises (TFSME) during the year. As at 31 March 2025, the

Bank had £0.7 billion of remaining drawings outstanding. These

mature in late 2025.

Looking forward, the focus remains on maintaining a strong

liquidity position to protect from overall market volatility.

Funding continues to be actively raised, across a diverse

funding base, in line with a medium- to long-term strategy to

reduce the overall tenor-adjusted cost of the liability base,

supported by IBP’s stable credit ratings.

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Cash and near cash trend

£’million

![5497558165022]()

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|  |  |  |  |  |  |  |  |
|  | Central bank cash placements and other HQLA |  |  | Cash |  |  | Near cash |

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| An analysis of cash and near cash  at 31 March 2025 |  | Customer accounts (deposits) by type at  31 March 2025 |
| £9 090 million | | £21 555 million |

![5497558165028]()

![5497558165030]()

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Central bank cash placements and other HQLA | 87.3% |  |  | Individuals | 63.3% |
|  | Cash | 9.2% |  |  | Other financial institutions and corporates | 29.7% |
|  | Near cash | 3.5% |  |  | Small business | 7.0% |

Asset encumbrance

An asset is defined as encumbered if it has been pledged as collateral against an existing liability and, as a result, is no longer

available to the Bank to secure funding, satisfy collateral needs or be sold to reduce funding requirement.

Encumbered assets are identified in accordance with the definitions under European Capital Requirements Regulation (CRR), and

regular reporting is provided to the PRA.

Risk management monitors and manages total balance sheet encumbrance within a Board-approved risk appetite limit. Asset

encumbrance is one of the factors considered in the discussion of new products or new funding structures, and the impact on risk

appetite is assessed.

The Bank uses secured transactions to manage short-term cash and collateral needs, and utilises securitisations in order to raise

external term funding as part of its diversified liability base. Securitisation notes issued are also retained by the Bank which are

eligible for the BoE’s Single Collateral Pool to support central bank liquidity facilities.

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Interest rate risk in the banking book (IRRBB)

Overview

IRRBB is an inherent consequence of conducting banking

activities, and arises from the provision of non-trading banking

products and services. The Bank considers the management of

banking margin of vital importance, and our IRRBB philosophy is

reflected in our day-to-day practices.

The aim of IRRBB management is to protect net interest

earnings and economic value of equity in accordance with the

Board-approved risk appetite.

Sources of IRRBB include:

• Repricing risk: arises from the timing differences in the fixed

rate maturity and floating rate repricing of Bank assets,

liabilities and derivative positions. This affects the interest

rate margin realised between lending income and borrowing

costs when applied to our rate sensitive portfolios

• Yield curve risk: repricing mismatches also expose the Bank

to changes in the slope and shape of the yield curve

• Basis risk: arises from imperfect correlation in the

adjustments of the rates earned and paid on different

instruments with otherwise similar repricing characteristics

• Embedded option risk: arises from optional elements

embedded in items where the Bank or its customers can alter

the level and timing of their cash flows, such as the

prepayment of fixed rate loans and withdrawal of non-

maturity deposits (NMDs)

• Endowment risk: refers to the interest rate risk exposure

arising from the net differential between interest rate

insensitive assets, interest rate insensitive liabilities and

capital.

The above sources of interest rate risk affect the interest rate

margin realised between lending income and borrowing costs

when applied to our rate sensitive asset and liability portfolios,

which has a direct effect on future net interest earnings and the

economic value of equity.

Risk management and measurement

Each banking entity has its own Board-approved IRRBB

appetite, which is clearly defined in relation to both income

risk and economic value risk. The Bank has limited appetite

for IRRBB.

Operationally, daily management of interest rate risk is

centralised within the Treasury of each banking entity and is

subject to local independent risk and ALCO review. Treasury

mitigates any residual undesirable risk where possible, by

changing the duration of the banking book’s discretionary liquid

asset portfolio, or through derivative transactions. The Treasury

mandate allows for a tactical response to market volatility which

may arise during changing interest rate cycles, in order to

hedge residual exposures. Any resultant interest rate position

is managed under the IRRBB risk limits. Balance sheet risk

management independently monitors a broad range of interest

rate risk metrics to changes in interest rate risk factors, detailing

the sources of interest rate exposure.

Automatic optionality arising from variable rate products with an

embedded minimum lending rate serves as an income

protection mechanism for the Bank against falling interest rates,

while behavioural optionality risk from customers of fixed rate

products is mitigated by early repayment charges.

The UK Bank maintains a structural hedging programme to

reduce the sensitivity of earnings to short-term interest rate

movements. An amortising profile of £1.8 billion tangible equity

has been assigned with an average duration of 2.5 years evenly

distributed over the period. The termed equity is then hedged

and managed within the overall interest rate risk appetite.

IRRBB is measured and analysed by utilising standard tools of

traditional interest rate repricing mismatch and net present

value (NPV) sensitivity to changes in interest rate risk factors:

• Income metrics capture the change in accruals expected over

a specified time horizon in response to a change in interest

rates

• Economic value metrics capture all future cash flows in order

to calculate the Bank’s net worth and therefore can highlight

risks beyond the short-term earnings time horizon.

These metrics are used to assess and to communicate to senior

management the financial impact of possible future interest rate

scenarios, covering:

• Interest rate expectations and perceived risks to the

central view

• Standard shocks to levels and shapes of interest rates and

yield curves.

The repricing gap provides a simple representation of the

balance sheet, with the sensitivity of fair values and earnings to

changes to interest rates calculated off the repricing gap. This

also allows for the detection of interest rate risk concentration

in specific repricing buckets. Net interest income sensitivity

measures the change in accruals expected over the specified

horizon in response to a shift in the yield curve. Economic value

sensitivity and stress testing to macro-economic movement or

changes to the yield curve measures the interest risk implicit

change in net worth as a result of a change in interest rates on

the current values of financial assets and liabilities. Economic

value measures have the advantage that all future cash flows

are considered and therefore assess the risk beyond the

earnings horizon.

Net interest income sensitivity

IRRBB is measured and monitored using an income sensitivity

approach. The tables below reflect an illustrative annualised net

interest income value sensitivity to a 0.25% parallel shift in

interest rates, based on modelled assumptions, assuming no

management intervention.

UK and Other

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £’million | 31 March 2025 | 31 March 2024 |
| 25bps down | (9.3) | (8.0) |
| 25bps up | 7.9 | 7.2 |

Economic value (EV) sensitivity at 31 March 2025

IRRBB is measured and monitored using the EV sensitivity

approach. The table below reflects an illustrative economic

value sensitivity to a 2% parallel shift in interest rates, based on

modelled assumptions, assuming no management intervention.

This sensitivity effect would only have a negligible direct impact

on our equity.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £’million | 31 March 2025 | 31 March 2024 |
| 200bps down | (5.8) | 2.8 |
| 200bps up | (8.2) | (9.1) |

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Regulatory requirements

Liquidity risk

The two minimum BCBS standards for funding liquidity are:

• The Liquidity Coverage ratio (LCR) which is designed to

ensure that banks have sufficient high-quality liquid assets to

meet their liquidity needs throughout a 30-calendar day

severe stress

• The Net Stable Funding ratio (NSFR) which is designed to

capture structural issues over a longer time horizon by

requiring banks to have a sustainable maturity structure of

assets and a stable liability base.

The LCR is calculated based on the rules contained in the PRA

rulebook overlaid with our own interpretations where the

regulation requires. Banks are required to maintain a minimum

LCR of 100%. As at 31 March 2025 the LCR was 418%for IBP

(solo basis).

Within the UK, the NSFR has become a binding requirement for

banks since January 2022. Banks are now required to maintain

a minimum NSFR of 100%. The NSFR at 31 March 2025 was

144% for IBP (solo basis).

Investec plc undertakes an annual ILAAP which documents

the approach to liquidity management across the firm.

This document is approved by the IBP and DLC Boards

before being provided to the PRA for use, alongside the

Liquidity Supervisory Review and Evaluation Process, to

determine the bank’s Individual Liquidity Guidance, also

known as a Pillar II requirement.

IRRBB

In 2016, the BCBS finalised their standards for IRRBB which

recommended the risk is assessed as part of the Bank’s capital

requirements, outlined six prescribed shock scenarios, and

recommended enhanced disclosure requirements for

supervisors to implement.

The regulatory framework requires banks to assess their

Pillar II requirements, including those related to IRRBB, as part of

their ICAAP in accordance with PS22/21 and SS31/15. This

is reviewed on at least an annual basis and reviewed and

approved by IBP BRCC, DLC BRCC and by the IBP and

DLC Boards.

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| Unaudited_information.svg | 66. Operational risk |

Overview

Operational risk is an inherent risk in the ordinary course of

business activity. The impact could be financial as well as non-

financial. Possible non-financial impacts could include customer

detriment, reputational or regulatory consequences.

Risk management and measurement

The operational risk governance structures form an integral part

of the operational risk management framework.

The Bank, in keeping with sound governance practices, has

defined roles and responsibilities for the management of

operational risk in accordance with the three lines of defence

model, i.e. business line management, an independent

operational risk function and an independent internal

audit function.

Specialist control functions are responsible for the management

of key operational risks. These include, but are not limited to:

compliance (including financial crime compliance), cyber,

finance, fraud, legal, technology and information security risks.

Operational risk is managed and monitored through various

governance forums and committees that are integrated with the

Bank’s risk management governance structure and report to

Board level committees.

The Bank’s operational risk profile is reported to the governance

forums and committees on a regular basis, which contributes to

sound risk management and decision-making by the Board and

management.

Management forums and committees are in place at each entity

level. Key responsibilities include the monitoring of operational

risk and oversight of the operational risk management

framework, including approval of the operational risk

management policies.

The DLC IT Risk and Governance Committee is responsible

for the monitoring of current and emerging technology and

information security risks. In addition, this committee considers

the strategic alignment of technology within the business.

The UK Technology Management Committees monitor

technology risks for the UK entities and escalate current and

emerging risks to the DLC IT Risk and Governance Committee

and relevant local risk governance forums and committees.

Operational risk appetite is defined as the level of risk exposure

that is acceptable to the Board in order to achieve its business

and strategic objectives. The Board is responsible for setting

and regularly reviewing the risk appetite. The operational risk

appetite policy defines the amount of operational risk exposure,

or potential adverse impact of a risk event, that the Bank is

willing to accept through quantitative and qualitative measures.

Operational risks are managed in accordance with the approved

risk appetite. Any breaches of limits are escalated in

accordance with the appropriate governance structures.

The Bank  manages operational risk through an operational risk

management framework that is embedded across all levels of

the organisation and is supported by a strong risk management

culture. The key purpose of the operational risk management

framework is to define the policies and practices that provide

the foundation for a structured and integrated approach to

identify, assess, mitigate/manage, monitor and report on

operational risks.

The key operational risk practices are as follows:

|  |  |
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| Identify and assess | |
| Risk and control  assessments | • Risk and control assessments are forward-looking, qualitative assessments of inherent and residual risk that  are performed on key business processes using a centrally defined risk framework  • These assessments enable business to identify, manage and monitor operational risks, incorporating other  elements of the operational risk management framework such as risk events and key indicators  • Detailed control evaluations are performed, and action plans developed and implemented where necessary to  ensure that risk exposure is managed within acceptable levels. |
| Internal risk  events | • Internal risk events provide an objective source of information relating to failures in the control environment  • The tracking of internal risk event data provides an opportunity to improve the control environment and to  minimise the occurrence of future risk events  • In addition, internal risk event data is used as a direct input into the Pillar II capital modelling process. |
| External risk  events | • External risk events are operational risk related events originating outside the organisation  • Investec Group is an active member of a global external data service used to benchmark our internal risk event  data against other local and international financial service organisations  • The external data is analysed to enhance the control environment, inform scenario analysis and provide insight  into emerging operational risks. |
| Mitigate/manage | |
| Risk exposures | • Risk exposures are identified through the operational risk management processes, including but not limited to  risk assessments, internal risk events, key indicators and audit findings  • Residual risk exposure is evaluated in terms of the Group’s risk appetite and mitigated where necessary by  improving the control environment, transferring through insurance, terminating the relevant business activity or  accepting the risk exposure for a period of time subject to formal approval and monitoring. |
| Monitor | |
| Key risk indicators | • Indicators are metrics used to monitor risk exposures against identified thresholds  • The output provides predictive capability in assessing the risk profile of the business. |

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Year in review

During the year the Bank remained focused on the management

of the following key operational risks:

Business disruption and operational resilience risk

• The Bank’s resilience capabilities are regularly exercised

through rigorous testing against severe but plausible

scenarios

• Significant planning and testing have been performed to

ensure recovery time objectives and impact tolerances are

achievable and mitigate against client harm and maintain

overall operational soundness and safety

• We remain actively involved with key industry regulatory

bodies, participating in relevant discussions, testing exercises

and initiatives

• The Bank remains committed to upholding global regulatory

requirements for operational resilience, whilst delivering value

to our stakeholders.

Information security and cyber risk

• Information and cyber security were a key focus for the Bank,

cognisant of their dynamic nature and evolving sophistication

• The use of AI by threat actors to automate and enhance

attack techniques was observed, including AI-driven phishing

campaigns and deepfake fraud

• Cyber threats linked to geopolitical tensions were monitored,

with isolated cases of financial institutions being impacted by

state-sponsored attacks. Threat simulations with

independent specialists were conducted to stress-test

security controls and provide insights to enhance our

defences. The Bank’s risk exposure was effectively managed

and external cyber security ratings placed Investec’s cyber

posture above industry peers.

Technology risk

• High rates of technology change and increased cloud

adoption were observed as part of the Bank’s modernisation

programmes

• A global technology command centre was established,

supporting proactive monitoring, response to, and

management of technology disruptions

• Rapid technological developments such as those related to

generate AI were closely tracked and associated risks were

actively monitored.

Third party risk

• As part of our strategic modernisation initiatives and cloud-

first approach, an increasing use of third party providers was

noted. Associated risks were well-managed

• We focused on better understanding our third parties and

their supply chain to support comprehensive review and

management of our third party risks to safeguard the

organisation

• Review and management of third party concentration risks

was a key priority for the Bank, and further enhanced visibility

of potential systemic concentration risk within the financial

sector

• Continuous enhancements in third party due diligence and

reporting practices aligned with evolving regulatory

requirements and facilitated effective risk mitigation

strategies

• We observed an increasing number of third parties

introducing artificial intelligence capabilities into their services

and operations, and considered the risks that this may

introduce.

Processing and execution risk

• Processing and execution risks identified through internal risk

event monitoring remain a significant operational risk theme

due to the frequency and monetary impact of reported

operational risk loss events

• Loss events have been observed across various processes,

predominantly resulting from factors such as unintentional

human error, ineffective change management, inadequate

process design, and insufficient management oversight

• Operational risk loss events are thoroughly investigated and

appropriate actions are taken to improve controls

• Despite the Bank's commitment to digitalisation, there is still a

reliance on manual processes. When automation is not

possible, process redesign is undertaken to address control

gaps. Additionally, there is a strong emphasis on monitoring

key controls through collaborative assurance initiatives

• Every effort is made to minimise the impact of processing and

execution risks on clients by promptly implementing recovery

measures.

External fraud

• Practices that align with updated regulations, industry

guidance, and best practices are firmly established within the

Bank

• Our focus is on enhancing stringent fraud prevention and

detection controls, which are continuously improved in

response to evolving regulatory requirements and the rising

incidence of fraud across the industry, driven by both existing

and emerging methods of operation. Ongoing collaboration

within the industry supports our fraud prevention efforts and

aids in the recovery of funds related to fraudulent pay-outs.

Insurance

The Bank maintains adequate insurance to cover key insurable

risks. The insurance process and requirements are managed by

the Group insurance risk manager. Regular interaction between

operational risk management and insurance risk management

ensures that there is an exchange of information in order to

enhance the mitigation of operational risk.

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| Unaudited_information.svg | 67. Recovery and resolution planning |

The purpose  of the recovery plan is to document how the

Investec plc Board and management will plan for Investec plc

to recover from extreme financial stress to avoid liquidity

and capital difficulties. The plans are reviewed and approved by

the IBP and Investec plc Boards on an annual basis.

The focus of the Investec plc recovery plan is the recovery

of IBP and the protection of its depositors and other clients. The

plan:

• Identifies roles and responsibilities

• Identifies early warning indicators and trigger levels

• Analyses how the Group could be affected by the stresses

under various scenarios

• Includes potential recovery actions available to the Boards

and management to respond to the situation, including

immediate, intermediate and strategic actions

• Identify the recovery capacity available to avoid resolution

actions

• Integrates with existing contingency planning

• Run externally facilitated simulations or firedrill exercises as

required by the regulations.

The Bank Recovery and Resolution Directive (BRRD) was

implemented in the UK via the UK Banking Act 2009. It was

recently amended by the BRRD (Amendment) (EU Exit)

Regulation 2020, which implemented into UK law certain

amendments to the BRRD which were required to be

implemented prior to the UK leaving the EU.

The BoE, the UK resolution authority has the power to intervene

in and resolve a financial institution that is no longer viable. This

is achieved through the use of various resolution tools, including

the transfer of business and creditor financed recapitalisation

(bail-in within resolution) that allocates losses to shareholders

and unsecured and uninsured creditors in their order of

seniority, at a regulator determined point of non-viability that

may precede insolvency.

The PRA has made rules that require authorised institutions

to draw up recovery plans and resolution packs. Recovery

plans are designed to outline credible recovery options that

authorised institutions could implement in the event of severe

stress in order to restore their business to a stable and

sustainable condition. The resolution pack contains detailed

information on the services provided, as well as the structure

and operation of the authorised institution in question which will

be used by the BoE to develop resolution strategies for

that specific institution, assess its current level of resolvability

against the strategy, and to inform work on identifying barriers

to the implementation of operational resolution plans.

In line with PRA and onshored EU requirements, Investec plc

maintains a resolution pack and a recovery plan. Even though

the recovery plan is framed at Investec plc level, given that IBP

constitutes over 78% of Investec plc’s balance sheet, the focus

of this document is the recovery of IBP and the protection of its

depositors and other clients. In the UK, the contingency funding

plan is included in the recovery plan and details the course of

actions that can be taken in the event of a liquidity stress.

Similarly, the resolution pack is drafted for Investec plc. As

Investec plc is an approved UK Financial Holding Company

(FHC) and IBP is its most significant entity, the Investec plc

resolution strategy is expected to be driven and determined by

IBP’s resolution strategy. The resolution pack contains essential

information that enables regulators to understand the firm's

structure, operations, and potential resolution strategies. As of

March 2025, the preferred resolution strategy for IBP remained

bank insolvency procedure with no MREL requirement in excess

of its minimum capital requirements. However, the BoE formally

notified Investec plc on 28 June 2023 that the preferred

resolution strategy will change from bank insolvency procedure

to bail-in and as such Investec plc, and IBP as a material

subsidiary, will be subject to a revised MREL requirement. The

MREL transition will commence from 1 January 2026 in a

phased manner with end-state MREL applying from

1 January 2032. Any additional MREL requirements will be met

over time as part of increasing wholesale market issuance from

the existing established base and we will continue to evaluate

issuance opportunities in the near term as part of this glide

path.

As a bail-in firm, Investec plc will come into scope of the BoE’s

Resolvability Assessment Framework and is committed to

ensuring its resolution capabilities meet the required regulatory

standards.

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68.

#### Capital management and allocation

The content presented within this section is unaudited unless denoted with the following

![Audited_Yes_Black.png]()

Overview

![Audited_Yes_Black.png]()

IBP is authorised by the PRA and is regulated by the FCA and the PRA. The Bank calculates capital resources and requirements

using the Basel III framework, as implemented in the European Union through the Capital Requirements Regulation (CRR) and the

Capital Requirements Directive IV (CRD IV), as amended by CRR II and CRD V. Following the end of the Brexit transitional period,

the EU rules (including binding technical standards) were onshored and now form part of domestic law in the UK by virtue of the

European Union (Withdrawal) Act 2018.

IBP applies the Standardised Approach to calculate credit risk and counterparty credit risk, credit valuation adjustment (CVA) risk,

securitisation risk, operational risk and market risk capital requirements. Since 1 January 2022, IBP adopted the outstanding CRR II

changes to be implemented in the UK, most notably the new Standardised Approach for measuring Counterparty Credit Risk (SA-

CCR) and changes to the large exposure regime.

IBP is not subject to the minimum leverage ratio requirement of 3.25% under the UK leverage ratio framework, but is subject to a

‘supervisory expectation’ to manage excessive leverage by ensuring the leverage ratio does not fall below 3.25%. For simplicity, the

same leverage ratio exposure measure and capital measure applies to all UK banks (including the exemption of central bank

reserves and reflect updated international standards).

Subsidiaries of IBP may be subject to additional regulations as implemented by local regulators in their respective jurisdictions.

Where capital is a relevant consideration, management within each regulated entity pays close attention to prevailing local

regulatory rules as determined by their respective regulators.

A summary of capital adequacy and leverage ratios

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 31 March 2025\* | 31 March 2024\* |
| Common Equity Tier 1 ratio\*\* | 13.6% | 13.3% |
| Common Equity Tier 1 ratio (fully loaded)\*\*\* | 13.6% | 13.2% |
| Tier 1 ratio\*\* | 15.4% | 15.9% |
| Total Capital ratio\*\* | 19.2% | 19.8% |
| Risk weighted assets (£'million)\*\* | 18 908 | 18 054 |
| Leverage exposure measure (£'million) | 27 906 | 26 746 |
| Leverage ratio | 10.5% | 10.7% |
| Leverage ratio (fully loaded)  \*\*\* | 10.5% | 10.7% |

\*The capital adequacy and leverage disclosures for IBP include the deduction of foreseeable charges and dividends when calculating CET1 and Tier 1 capital. These

disclosures differ from the disclosures included in the Investec Group’s year-end results booklet 2025, which follow our normal basis of presentation and do not

include this deduction. IBP’s CET1 ratio would be 37bps (31 March 2024: 34bps) and leverage ratio 25bps (31 March 2024: 23bps) higher, on this basis.

\*\*The CET1, Tier 1, Total Capital ratios and RWAs are calculated applying the IFRS 9 transitional arrangements.

\*\*\*The CET1 ratio (fully loaded) and the leverage ratio (fully loaded) assumes full adoption of IFRS 9.

Philosophy and approach

![Audited_Yes_Black.png]()

The Bank's approach to capital management utilises both

regulatory capital as appropriate to the jurisdiction in which it

operates and internal capital, which is an internal risk-based

assessment of capital requirements. Capital management

primarily relates to management of the interaction of both, with

the emphasis on regulatory capital for managing portfolio level

capital sufficiency and on internal capital for ensuring that

returns are appropriate given the level of risk taken at an

individual transaction or business unit level.

We intend to maintain a sufficient level of capital to satisfy

regulatory requirements and our internal target ratios. We target

a Total Capital ratio range of between 14% and 17% on a

consolidated basis, and we target a minimum Tier 1 ratio of 11%

and a CET1 ratio above 10%.

The determination of target capital is driven by our risk profile,

strategy and risk appetite, taking into account the regulatory

and market factors applicable to the Group. At the most

fundamental level, we seek to balance our capital consumption

between prudent capitalisation in the context of the Group’s risk

profile and optimisation of shareholder returns. Our internal

capital framework is designed to manage and achieve

this balance. The internal capital framework is based on the

Group’s risk identification, review and assessment processes

and is used to provide a risk-based approach to capital

allocation, performance and structuring of our balance sheet.

The objectives of the internal capital framework are to quantify

the minimum capital required to:

• Maintain sufficient capital to satisfy the Board’s risk appetite

across all risks faced by the Group

• Provide protection to depositors against losses arising

from risks inherent in the business

• Provide sufficient capital surplus to ensure that the Group

is able to retain its going concern basis under relatively

severe operating conditions

• Inform the setting of minimum regulatory capital through

the ICAAP and subsequent Supervisory Review and

Evaluation Process (SREP) review. The ICAAP documents

the approach to capital management, including the

assessment of the regulatory and internal capital position of

each Group

• The ICAAP is reviewed and approved by IBP BRCC and the

Board.

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The framework has been approved by the Board and is

managed by the IBP Capital Committee, which is responsible for

oversight of the management of capital on a regulatory and an

internal capital basis.

Capital planning and stress/scenario testing

A capital plan is prepared for IBP and maintained to facilitate

discussion of the impact of business strategy and market

conditions on capital adequacy. This plan is designed to assess

capital adequacy under a range of economic and internal

conditions over the medium term (three years), with the impact

on earnings, asset growth, risk appetite and liquidity

considered. The plan provides the Board with an input into

strategy and the setting of risk appetite by considering business

risks and potential vulnerabilities, capital usage and funding

requirements given constraints where these exist.

Capital plans are prepared and presented to the Capital

Committees on a monthly basis. The plans are updated with the

actual month-end position and forecast out to the end of the

fiscal year, taking into account updated profit and loss and

asset growth forecasts.

The goal of capital planning is to provide insight into potential

sources of vulnerability of capital adequacy by way of market,

economic or internal events. As such, the three-year capital

plans are stressed based on conditions most likely to cause

IBP duress. The conditions are agreed by the IBP Capital

Committee after the key vulnerabilities have been determined

through the stress testing workshops. Such plans are used

by management to formulate balance sheet strategy and

agree management actions, trigger points and influence the

determination of our risk appetite. At a minimum level, each

capital plan assesses the impact on our capital adequacy in an

expected case and in downturn scenarios. On the basis of the

results of this analysis, the IBP Capital Committee, the DLC

Capital Committee and the IBP BRCC are presented with

the potential variability in capital adequacy and are responsible,

in consultation with the Board, for considering the appropriate

response.

Reverse stress testing is performed annually as part of the

ICAAP process.IBP applies the Standardised Approach

to calculate credit risk and counterparty credit risk, credit

valuation adjustment (CVA) risk, securitisation risk, operational

risk and market risk capital requirements.

Year in review

During the year under review, IBP complied with the capital

adequacy requirements imposed on it by the PRA. IBP

continues to hold capital in excess of all the capital and buffer

requirements.

At 31 March 2025, the CET1 ratio increased to 13.6% from

13.3% at 31 March 2024. CET1 capital increased by £161 million

to £2.6 billion, mainly as a result of CET1 capital generation of

£366 million through profit after taxation. The increases is

partially offset by:

• Dividends paid to ordinary shareholders and Additional Tier 1

security holders of £158 million

• A net decrease in other comprehensive income of £14 million

and the reversal of the cash flow hedge reserve which is not

recognised in CET1 capital of £11 million

• A decrease of £17 million in the IFRS 9 transitional add-back

adjustment

• An increase in the goodwill and intangible asset net of

deferred taxation deduction of £10 million

• An increase in foreseeable charges and dividends of

£8 million.

Risk weighted assets (RWAs) increased by 3.8% or £712 million

to £19.2 billion over the period, predominantly within credit risk

and operational risk RWAs.

Credit risk RWAs, which includes equity risk, increased by

£323 million. The increase reflects asset growth in Fund

Finance, Asset Finance and Credit Investments, offset by

redemptions across multiple business lines.

Counterparty credit risk RWAs (including CVA risk) increased by

£96 million compared to 31 March 2024. The increase in RWAs

is driven by exposure at default (EAD) increases across foreign

exchange and interest rate derivatives and commodity swaps.

The EAD increases have been caused by currency fluctuations

and geopolitical risks which have lead to greater price volatility.

Market risk RWAs increased by £18 million, due to increases

in banking book foreign exchange risk, driven by increases in

net open position across multiple currencies.

Operational risk RWAs increased by £812 million to £2.3 billion,

driven by an increase in the three-year average operating

income used to determine the capital requirement, with

approximately half of the increase attributable to the inclusion

of Investec’s proportionate 41.25% share of Rathbones gross

income in the three-year average.

The Group's leverage ratio decreased to 10.5% from 10.7% at

31 March 2024.

Tier 1 capital increased by £53 million, driven by a £161 million

increase in CET1 capital, which was partially offset by the

redemption of £108 million AT1 instruments in December 2024.

The leverage exposure measure increased by £1.2 billion, driven

by asset growth across multiple balance sheet line items, most

notably increases in sovereign debt securities of £576 million

and reverse repurchase agreements of £481 million, partially

offset by a reduction in derivative financial instruments of

£473 million. In addition off-balance sheet exposures increased

by £419 million, with the majority of the increase attributable to

credit investments.

Regulatory developments

Basel 3.1 standards

The UK Basel 3.1 proposals were first released by the PRA in

November 2022. The Basel 3.1 reforms aim to restore credibility

in risk-weighted ratios, by introducing more robust and risk-

sensitive SAs, whilst curtailing the RWA benefits Internal Models

can provide. The proposals aim to advance the PRA’s primary

objective to promote the safety and soundness of the firms that

it regulates. By improving the measurement of risk, the PRA are

of the view that it will help ensure firms are adequately

capitalised given the risks they are exposed to. Whilst the PRA

was proposing limited adjustments to the international

standards in order to adhere to the global reforms, they did

propose to remove several onshored EU discretions, such as

the small and medium-sized enterprise (SME) and infrastructure

lending supporting factors.

The first policy statement on the Basel 3.1 reforms were

published in December 2023 and covered market risk,

counterparty credit risk, credit valuation adjustment risk and

operational risk. Subsequently, on 12 September 2024, the PRA

published its second near-final policy statement which provides

feedback to responses received from industry on specific policy

areas, namely credit risk (standardised and internal ratings-

based approaches), credit risk mitigation, the output floor, Pillar

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3 disclosures and reporting. The statement also provided

feedback on parts of the Pillar 2 framework relating to the Pillar

2A credit risk methodology, use of internal based approach

benchmarks and the interaction with the output floor.

The PRA had initially confirmed in a statement released in

September 2023, that the implementation date would be

delayed by six months to 1 July 2025, with full compliance

required by 1 January 2030. Since that statement and the

publication of the first policy statement in December 2023, the

PRA has continued to monitor the implementation times of other

jurisdictions and the adequacy of the period between

publication of the PRA rules and their implementation and

confirmed in the September 2024 policy statement that the

implementation date will be moved out by a further six months

to 1 January 2026 with a transitional period of 4 years to ensure

full implementation by 1 January 2030 in line with the original

proposals. The policy statement also confirmed that the SME

and infrastructure supporting factor will be removed, however,

to ensure overall capital requirements do not increase for SME

and infrastructure exposures, the PRA will introduce a new firm-

specific structural adjustment to Pillar 2A (the ‘SME lending

adjustment’). How the structural adjustment will be managed in

practice is currently unclear and the industry is waiting for the

PRA to provide further clarification.

The PRA have also confirmed that an off-cycle review of firm-

specific Pillar 2 capital requirements will be conducted ahead of

day 1 implementation. The PRA is conducting a data collection

exercise to inform this assessment, which will look to address

double counting and unwarranted increases or decreases in

capital arising from changes in RWAs as a result of the Basel 3.1

reforms, and plan to apply firm-specific structural adjustments

to Pillar 2A to ensure overall capital for SME and infrastructure

lending do not increase as result of the removal of the Pillar 1

supporting factors. The deadline for the data collection exercise

was 31 March 2025, but this was paused.

Once HM Treasury has passed legislation to revoke the relevant

parts of the onshored CRR, the PRA will issue a final policy

statement, covering the entire Basel 3.1 package.

The PRA announced on 17 January 2025 a further delay to the

UK implementation of the Basel 3.1 reforms. Following

consultations with HM Treasury, the PRA confirmed the

implementation date is now scheduled for 1 January 2027, with

full compliance still expected by 1 January 2030. The delay is

attributed to ongoing uncertainty regarding the timing of the

Basel 3.1 implementation in the US and considerations related

to competitiveness and growth within the UK banking sector.

The PRA have also paused the data collection exercise,

originally due by 31 March 2025. The PRA will continue to

monitor developments, particularly in the US, and will adjust its

approach as necessary.

UK leverage ratio framework

On 10 September 2024, the PRA confirmed it will be reviewing

the leverage ratio requirements thresholds, in line with the

commitment made in policy statement 21/21. The leverage ratio

is an indicator of a firm’s solvency and the minimum leverage

ratio of 3.25% plus buffers is currently only applicable to firms

with more than £50 billion retail deposits or £10 billion non-UK

assets. Until the review is complete, the PRA are offering a

modification by consent to not apply these rules, until the

completion of the review. In March 2025 the PRA issued

consultation paper 2/25 recommending the retail deposit

threshold increase to £70 billion, £20 billion higher than the

current threshold. The increase proposed is based on the

growth in nominal UK GDP observed between Q1 2016 (point

threshold was first applied) and Q2 2024 (latest point in time

official statistics were available). No changes are proposed to

the £10 billion non-UK asset threshold, which was implemented

more recently in 2023. The consultation remains open for

comment until 5 June 2025.

Pillar 3 disclosure requirement

|  |  |
| --- | --- |
|  |  |
| Website.svg | The Pillar 3 disclosures for Investec plc and IBP are  published in a standalone disclosure report and can be  found on the Investec Group’s website. The sub-set of  Pillar 3 disclosures the Bank is required to disclose are  included in appendix A of this report. |

290

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

Capital structure

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £’million | 31 March 2025\* | 31 March 2024\* |
| Shareholder’s equity | 3 241 | 3 070 |
| Shareholder’s equity excluding non-controlling interests | 3 321 | 3 145 |
| Foreseeable charges and dividends | (70) | (62) |
| Deconsolidation of special purpose entities | (10) | (13) |
| Non-controlling interests | — | — |
| Non-controlling interests per balance sheet | 1 | 3 |
| Non-controlling interests excluded for regulatory purposes | (1) | (3) |
| Regulatory adjustments to the accounting basis | (8) | (3) |
| Additional value adjustments | (5) | (5) |
| Cash flow hedging reserve | (6) | (18) |
| Adjustment under IFRS 9 transitional arrangements | 3 | 20 |
| Deductions | (663) | (658) |
| Goodwill and intangible assets net of deferred taxation | (662) | (652) |
| Deferred taxation assets that rely on future profitability excluding those arising  from temporary differences | (1) | (2) |
| Securitisation positions which can alternatively be subject to a 1 250% risk weight | — | (1) |
| Defined benefit pension fund adjustment | — | (3) |
| Common Equity Tier 1 capital\*\* | 2 570 | 2 409 |
| Additional Tier 1 instruments | 350 | 458 |
| Tier 1 capital\*\* | 2 920 | 2 867 |
| Tier 2 capital\*\* | 712 | 712 |
| Tier 2 instruments | 712 | 712 |
| Total regulatory capital\*\* | 3 632 | 3 579 |

Risk weighted assets and capital requirements

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Risk weighted assets\*\* | | Capital requirements\*\* | |
| £’million | 31 March 2025\* | 31 March 2024\* | 31 March 2025\* | 31 March 2024\* |
|  | 18 908 | 18 054 | 1 513 | 1 444 |
| Credit risk | 15 575 | 15 276 | 1 246 | 1 222 |
| Equity risk | 113 | 89 | 9 | 7 |
| Counterparty credit risk | 463 | 377 | 37 | 30 |
| Credit valuation adjustment risk | 30 | 27 | 2 | 2 |
| Market risk | 445 | 428 | 36 | 34 |
| Operational risk | 2 282 | 1 857 | 183 | 149 |

\*The capital adequacy disclosures for IBP include the deduction of foreseeable charges and dividends when calculating CET1 capital. These disclosures are different

to the capital adequacy disclosures included in Investec Group’s year-end results booklet 2025, which follow our normal basis of presentation and do not include this

deduction when calculating CET1 capital. IBP’s CET1 ratios would be 37bps (31 March 2024: 34bps) higher, on this basis.

\*\*The CET1, Tier 1, Total Capital ratios and RWAs are calculated applying the IFRS 9 transitional arrangements.

291

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|  |  |  |  |  |  |
| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

Leverage

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £’million | 31 March 2025\* | 31 March 2024\* |
| Total exposure measure | 27 906 | 26 746 |
| Tier 1 capital\*\* | 2 920 | 2 867 |
| Leverage ratio | 10.5% | 10.7% |
| Total exposure measure (fully loaded) | 27 903 | 26 726 |
| Tier 1 capital (fully loaded) | 2 916 | 2 847 |
| Leverage ratio (fully loaded)\*\*\* | 10.5% | 10.7% |

Total regulatory capital flow statement

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £'million | 31 March 2025\* | 31 March 2024\* |
| Opening Common Equity Tier 1 capital | 2 409 | 2 195 |
| Dividends paid to ordinary shareholders and Additional Tier 1 security holders | (158) | (110) |
| Profit after taxation | 366 | 720 |
| Foreseeable charges and dividends | (8) | (26) |
| Share-based payment adjustments | — | 5 |
| Net equity impact on non-controlling interest movement | 2 | — |
| Transaction with equity holders | — | (3) |
| Movement in other comprehensive income | (26) | (8) |
| Cash flow hedging reserve | 12 | 10 |
| Net equity movements in associates and joint ventures | (8) | — |
| Goodwill and intangible assets (deduction net of related taxation liability) | (10) | (352) |
| Deferred tax that relies on future profitability (excluding those arising from temporary differences) | 1 | — |
| Deconsolidation of special purpose entities | 3 | 4 |
| IFRS 9 transitional arrangements | (17) | (29) |
| Other, including regulatory adjustments and other transitional arrangements | 4 | 3 |
| Closing Common Equity Tier 1 capital | 2 570 | 2 409 |
| Opening Additional Tier 1 capital | 458 | 250 |
| Issued capital | — | 350 |
| Redeemed capital | (108) | (142) |
| Closing Additional Tier 1 capital | 350 | 458 |
| Closing Tier 1 capital | 350 | 2 867 |
| Opening Tier 2 capital | 2 920 | 764 |
| Issued capital | 712 | — |
| Redeemed capital | — | (69) |
| Other, including regulatory adjustments and other transitional arrangements | — | 17 |
| Closing Tier 2 capital | 712 | 712 |
|  |  |  |
| Closing total regulatory capital | 3 632 | 3 579 |

\*The capital adequacy and leverage disclosures for IBP include the deduction of foreseeable charges and dividends when calculating Common Equity Tier (CET)1 and

Tier 1 capital. These disclosures differ from the disclosures included in the Investec Group’s year-end results booklet 2025, which follow our normal basis of

presentation and do not include this deduction. IBP’s CET1 ratio would be 37bps (31 March 2024: 34bps) and leverage ratio 25bps (31 March 2024: 23bps) higher, on

this basis.

\*\*The CET1, Tier 1, Total Capital ratios and RWAs are calculated applying the IFRS 9 transitional arrangements.

\*\*\*The CET1 ratio (fully loaded) and the leverage ratio (fully loaded) assumes full adoption of IFRS 9.

Capital requirements country-by-country reporting

|  |  |
| --- | --- |
|  |  |
| Website.svg | HM Treasury has transposed the requirements set out under CRD IV and issued the Capital Requirements Country-by-Country  Reporting Regulations 2013. The legislation requires the Bank to publish certain additional information in respect of the year  ended 31 March 2025. The country-by-country information can be found on the Investec Group’s website. |

292

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
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| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

69.

#### Investec Bank plc Company risk disclosures

Investec Bank plc Company follows the Group risk policies and appetite disclosure on pages  [45](#i447e4d363cd344738300acdd42f0e3a0_181)  to 60 and [248](#i447e4d363cd344738300acdd42f0e3a0_487)  to  [266](#i447e4d363cd344738300acdd42f0e3a0_499) . The market

risk in the trading book is the same at the Group and Company level, the disclosure is made on pages  [274](#i447e4d363cd344738300acdd42f0e3a0_514)  to  [277](#ia4eb1c9c51984900a6f282b3d0da7ae3_0-1-1-1-2494133) . The following

tables present the risk disclosures for the Company which are required under IFRS 7. Equivalent Investec Bank plc Group

disclosures can be found on page  [252](#i447e4d363cd344738300acdd42f0e3a0_493) , page [260](#i447e4d363cd344738300acdd42f0e3a0_496) and page  [272](#i447e4d363cd344738300acdd42f0e3a0_508).

|  |
| --- |
|  |
| An analysis of gross core loans, asset quality and ECL |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’million | 31 March 2025 |  | 31 March 2024 |  |
| Loans and advances to customers per the balance sheet | 12 793 |  | 12 693 |  |
| ECL held against FVOCI loans reported on the balance sheet within reserves | (23) |  | (14) |  |
| Net core loans | 12 770 |  | 12 679 |  |
| of which amortised cost and FVOCI (‘subject to ECL’) | 12 257 |  | 12 118 |  |
| of which FVPL | 513 |  | 561 |  |
| Add: ECL | 120 |  | 139 |  |
| Gross core loans | 12 890 |  | 12 818 |  |
| of which amortised cost and FVOCI (‘subject to ECL’) | 12 377 |  | 12 257 |  |
| of which FVPL | 513 |  | 561 |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’million | 31 March 2025 |  | 31 March 2024 |  |
| Gross core loans | 12 890 |  | 12 818 |  |
| Gross core loans at FVPL | 513 |  | 561 |  |
| Gross core loans subject to ECL\* | 12 377 |  | 12 257 |  |
| Stage 1 | 10 954 |  | 10 766 |  |
| Stage 2 | 959 |  | 1 047 |  |
| of which past due greater than 30 days | 39 |  | 109 |  |
| Stage 3 | 464 |  | 444 |  |
| ECL | (120) |  | (139) |  |
| Stage 1 | (24) |  | (29) |  |
| Stage 2 | (19) |  | (22) |  |
| Stage 3 | (77) |  | (88) |  |
| Coverage ratio |  |  |  |  |
| Stage 1 | 0.22% |  | 0.27% |  |
| Stage 2 | 2.0% |  | 2.1% |  |
| Stage 3 | 16.6% |  | 19.8% |  |
| Credit loss ratio | 0.68% |  | 0.60% |  |
| ECL impairment charges on core loans | 83 |  | (72) |  |
| Average gross core loans subject to ECL | 12 317 |  | 11 869 |  |
| An analysis of Stage 3 gross core loans subject to ECL |  |  |  |  |
| Stage 3 net of ECL | 387 |  | 356 |  |
| Aggregate collateral and other credit enhancements on Stage 3 | 406 |  | 387 |  |
| Stage 3 as a % of gross core loans subject to ECL | 3.7% |  | 3.6% |  |
| Stage 3 net of ECL as a % of net core loans subject to ECL | 3.2% |  | 2.9% |  |

\*Refer to definitions on page [393](#i447e4d363cd344738300acdd42f0e3a0_535) .

293

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|  |  |  |  |  |  |
| NOTES TO RISK AND CAPITAL MANAGEMENT  CONTINUED | | | | | |

69 .

#### Investec Bank plc Company risk disclosures

#### (continued)

|  |
| --- |
|  |
| An analysis of gross credit and counterparty exposures |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’million | 31 March 2025 |  | 31 March 2024 |  |
| Cash and balances at central banks | 4 175 |  | 5 650 |  |
| Loans and advances to banks | 451 |  | 290 |  |
| Reverse repurchase agreements and cash collateral on securities borrowed | 1 641 |  | 1 140 |  |
| Sovereign debt securities | 1 495 |  | 1 077 |  |
| Bank debt securities | 324 |  | 290 |  |
| Other debt securities | 1 396 |  | 1 416 |  |
| Derivative financial instruments | 300 |  | 345 |  |
| Securities arising from trading activities | 1 |  | 13 |  |
| Loans and advances to customers | 12 891 |  | 12 818 |  |
| Other loans and advances | 3 340 |  | 3 312 |  |
| Other securitised assets | — |  | — |  |
| Other assets | 28 |  | 33 |  |
| Total on-balance sheet exposures | 26 042 |  | 26 384 |  |
| Guarantees | 32 |  | 35 |  |
| Committed facilities related to loans and advances to customers | 2 430 |  | 2 279 |  |
| Contingent liabilities, letters of credit and other | 801 |  | 513 |  |
| Total off-balance sheet exposures | 3 263 |  | 2 827^ |  |
| Total gross credit and counterparty exposures | 29 305 |  | 29 211 |  |

^Includes the notional exposure to credit risk resulting from credit derivative instruments of £52 million which are newly included in prior year reporting.

|  |
| --- |
|  |
| Analysis of investments |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’million  Category | On-balance  sheet value of  investments  31 March 2025 |  | On-balance  sheet value of  investments  31 March 2024 |  |
| Unlisted investments | 32 |  | 44 |  |
| Listed equities | — |  | — |  |
| Total investment portfolio | 32 |  | 44 |  |
| Warrants and profit shares | 4 |  | 4 |  |
| Total | 36 |  | 48 |  |

294

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| 06 |  | Sustainability statement |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
|  | | | | | |

|  |
| --- |
|  |
| 06 |
|  |

### Sustainability Statement

IN THIS SECTION

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 01 |  | Introduction | | [296](#i118dad0ceb4f4298bf840dcaa1b17113_803403) |
|  |  |  |  |  |
| 02 |  | ESRS\* 2: General disclosures | | [296](#i118dad0ceb4f4298bf840dcaa1b17113_803402) |
|  | BP | Basis of preparation | [296](#i118dad0ceb4f4298bf840dcaa1b17113_803402) |
|  | GOV | Governance | [297](#i118dad0ceb4f4298bf840dcaa1b17113_803404) |
|  | SBM | Strategy | [306](#i118dad0ceb4f4298bf840dcaa1b17113_803405) |
|  | IRO | Impact, risk and opportunity management | [309](#i118dad0ceb4f4298bf840dcaa1b17113_803406) |
|  |  |  |  |  |
| 03 |  | ESRS E: Environment | |  |
|  | ESRS E1 | Climate change | [321](#id692d188e16a4d9a8634dec099e88221_76) |
|  | SBM | Strategy | [321](#id692d188e16a4d9a8634dec099e88221_76) |
|  | IRO | Impact, risk and opportunity management | [321](#id692d188e16a4d9a8634dec099e88221_623540) |
|  |  | EU Taxonomy | [331](#i3887fe0e572e4b24b256e92bc5476776_6079) |
|  |  |  |  |  |
| 04 |  | ESRS S: Social | |  |
|  | ESRS S1 | Our people | [335](#ie588ca37b98f4c428b70390c95ba5a4c_104) |
|  | SBM | Strategy | [335](#ie588ca37b98f4c428b70390c95ba5a4c_104) |
|  | IRO | Impact, risk and opportunity management | [335](#ie588ca37b98f4c428b70390c95ba5a4c_663718) |
|  | ESRS S4 | Our clients | [343](#i13a712e9cf754173b39d1d43c119468c_19874) |
|  | SBM | Strategy | [343](#i13a712e9cf754173b39d1d43c119468c_19874) |
|  | IRO | Impact, risk and opportunity management | [343](#i13a712e9cf754173b39d1d43c119468c_291503) |
|  |  |  |  |  |
| 05 |  | ESRS G: Governance | |  |
|  | ESRS G1 | Business conduct | [349](#i408f7569c095494f86a844396a50e338_18293) |
|  | GOV | Governance | [349](#i408f7569c095494f86a844396a50e338_18293) |
|  | IRO | Impact, risk and opportunity management | [349](#i408f7569c095494f86a844396a50e338_388774) |
|  |  |  |  |  |
| 06 |  | Directors Responsibility Statement for the Sustainability Statement | | [356](#ic7e53397d6934c23a41b1d00bed4af49_11712) |
| 07 |  | Independent Practitioner’s Limited Assurance Report to the Directors  of Investec Bank plc on the Sustainability Statement | | [357](#i447e4d363cd344738300acdd42f0e3a0_3914) |
| 08 |  | Appendix | |  |
|  | I | Content index: Reported topics from DMA | [360](#i25d6586203c2442383d3289231a6d4a4_1522) |
|  | II | EU Taxonomy tables | [363](#id106828438a44cdab7af4b69777ed95f_0-0-1-1-2753111) |

\* ESRS: European Sustainability Reporting Standards

295

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| 06 |  | Sustainability statement |  |  | Investec Bank plc Annual Financial Statements  2025 |
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296

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 06 |  | Sustainability statement |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT | | | | | |

|  |
| --- |
|  |
|  |

#### General disclosures

#### Introduction

Investec Bank plc (IBP) falls within the scope of the Corporate Sustainability Reporting Directive (CSRD) due to limited legacy

securities issued by IBP being listed on the Euronext Dublin exchange. These securities consist of a nominal value of notes

amounting to £72.6 million, issued by a business that is now discontinued. No notes have been issued since 2020. The last of these

notes is set to expire in October 2026. While these notes remain tradable, there is currently no active market for them, and

transactions only occur when buyers seek to sell the notes back to IBP.

While the nominal value of the legacy notes issued is not material to IBP's EU exposure, it's important to note that the CSRD

reporting requirements are mandatory regardless of the scale of note issuance within the EU. The disclosures in this report are

prepared in accordance with the European Sustainability Reporting Standards (ESRS) and in compliance with the requirements of

the EU Taxonomy Regulation.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Core areas of activity |  | Headcount at 31 March 2025 |  | Operating income |  |
|  | 2  Specialist Banking  Wealth & Investment |  | 2 374 |  | £1.16bn |  |
|  |  |  |  |  |  |  |

#### Basis of preparation

General basis of preparation

This Sustainability Statement has been prepared for the first

time by IBP in alignment with the European Sustainability

Reporting Standards (ESRS), the Transparency (Directive

2004/109/EC) Regulations 2007, as amended and the

requirements of the EU Taxonomy Regulation. As 2025 marks

the inaugural year of this disclosure, we have not disclosed

comparative information in this Sustainability Statement.

The scope of the consolidation is the same as the financial

statements. Thus, the consolidated quantitative sustainability-

related data comprises the parent company IBP and

subsidiaries controlled by IBP. Furthermore, no subsidiary

undertakings of IBP have been exempted from the consolidated

sustainability reporting pursuant to Article 48i of Directive

2013/34/EU. For a list of subsidiaries refer to page [234](#ie6fe0c089cdb4290ae07d8e62bbfa03a_6018).

This Sustainability Statement addresses IBP’s upstream,

operations, and the downstream value chain.

No classified or sensitive information corresponding to

intellectual property, know-how or innovation results has been

omitted from the Sustainability Statement.

We will continue to evolve our practices, to ensure alignment

with future regulatory requirements, industry guidance, best

practices, and recommendations. The schedules appended to

the Sustainability Statement, including the ‘EU Taxonomy

Annexures’ and ‘Reported topics from DMA’, form a

fundamental part of the Sustainability Statement.

Limited assurance has been provided by Deloitte over this

Sustainability Statement. For further details, please refer to the

Independent Practitioner’s Limited Assurance Report to the

Directors of Investec Bank plc on the Sustainability Statement

on page [88](#i100a345c65c6429e987680879833e7d3_162970).

Disclosure in relation to specific circumstances

This Sustainability Statement covers the reporting year 1 April

2024 to 31 March 2025, in line with IBP’s financial year.

The time horizons are aligned with the general guiding

principles in ESRS 1:

• Short term: 0 to 1 year. This corresponds to the reporting

period in the financial statements

• Medium term: 1 to 5 years. This corresponds to our planning

cycle in setting strategic goals. In addition this time frame

typically corresponds to economic cycles, regulatory

changes and shifts in consumer behaviour, thus capturing

the potential impacts of these dynamics on financial

performance

• Long term: More than 5 years: Financial risks can be

influenced by broader economic cycles, which often span

several years. This time frame allows Investec Bank plc to

account for potential recessions, booms and other macro-

economic factors that could impact financial performance.

In some cases, the preparation of quantitative metrics requires

the use of estimates and assumptions. IBP discloses metrics

that incorporate value chain information, which includes both

data sourced directly from our clients or investee companies

and estimated data derived indirectly through third-party data

providers or using sector average. The information provided by

third-party data sources may be based on estimation factors

that could significantly influence the reported figures.

IBP uses indirect sources, estimations and assumptions for

metrics relating to our Scope 3 financed emissions, category

15: investments, as defined by the Greenhouse Gas (GHG)

protocol. These metrics are subject to a high level of

measurement uncertainty due to the limitations in

methodologies and data, including the reliance on third-party

data. We follow the methodology provided by the Partnership

for Carbon Accounting Financials (PCAF) to calculate our

Scope 3 emissions.

297

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|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

For our Scope 3 financed emissions, we are using the PCAF

financed emissions standard. This standard provides a

specified set of emission factors for various asset classes to

estimate emissions from lending and investing activities.

Emissions are attributed based on consistent rules specific to

each asset class. In accordance with the PCAF standard, IBP’s

emissions calculations have been conducted using a

combination of methodologies, and each asset class has been

analysed individually. More information is available in our Basis

of Reporting (BoR) on our website [here](https://www.investec.com/content/dam/investor-relations/financial-information/group-financial-results/2025/Investec-Basis-of-reporting-2025.pdf).

For the purposes of this report, we have calculated our

financed emissions using exposure values on our balance sheet

as at the prior financial year end. This approach enabled a

rigorous process to assess data quality, including validating

external data and ensuring alignment with industry

methodologies. Given the time lag in receiving the best

available emissions data from counterparties and third-party

providers, using prior year exposures enables a more complete

and accurate emissions profile. Furthermore, our financed

emissions calculations are subject to an extensive internal

governance process, including detailed reviews and approvals

to ensure accuracy and integrity prior to disclosure.

We expect improvements in data quality and coverage of asset

classes in the coming years, driven by increased requirements

for data availability as a result of disclosure obligations. New

guidance, industry standards and scientific research are

anticipated and IBP reserves the right to periodically review and

update any targets, methodologies and approaches and to

restate baselines as necessary. Refer to the topical disclosures

for details on planned actions where applicable.

Climate-related targets, actions, and initiatives necessitate a

forward-looking approach and long-term perspectives. The

forward-looking statements presented reflect the current

outlook on future events, grounded in expectations, projections

and estimates. These statements carry considerable

uncertainty and risk due to several factors, including:

• Changes in the political and economic landscape that could

materially impact IBP

• Economic fluctuations driven by global inflationary pressures,

rising interest rates and supply chain disruptions

• Potential effects on the global economy and financial

markets stemming from geopolitical conflicts

• Legislative or regulatory changes affecting IBP's operations

or accounting policies

• Shifts in business conditions that may significantly influence

IBP's operations

• Variations in exchange rates and tax rates compared to those

prevailing as of 31 March 2025

• Transformations in market structure, client demand or the

competitive environment.

Moreover, our forward-looking estimates will require ongoing

review in light of advancing scientific knowledge, evolving

methodologies, variations in standards, future market

conditions, technological advancements and regulatory

changes. Additionally, we continue to encounter challenges

related to data quality and availability, which means these

forward-looking estimates should not be regarded as reliable

indicators of future performance.

Disclosures stemming from other legislation or

generally accepted sustainability reporting

pronouncements

IBP is exempt from the Companies (Strategic Report) Climate-

related Financial Disclosures Regulations 2022 reporting

requirements in respect of its own strategic report, as the

required disclosures are included in the annual report and

accounts of its ultimate parent company, Investec plc, available

at [www.investec.com](https://www.investec.com/en_za/welcome-to-investec/about-us/investor-relations/integrated-reporting.html).

Incorporation by reference

This Sustainability Statement is structured into four sections:

‘General’, ‘Environment’, ‘Social’ and ‘Governance’. We have

chosen to incorporate some of the corporate governance and

strategy disclosures from the cross-cutting standards ESRS 2

in the operational and strategic overview as we believe this

information is best read in close connection with our strategic

objectives and the overview of activities of IBP (see

Sustainability Statement content index on page [360](#i25d6586203c2442383d3289231a6d4a4_1333)).

#### Governance

Our commitment to sound corporate governance is deeply

ingrained in our values, culture, processes and organisational

structure. We expect our directors and employees to

consistently demonstrate uncompromising moral strength.

Composition and diversity of the Board

The composition, diversity and experience of our Board is

shown on page [68](#i8f0a10dffafc44b2b58586afe778cb52_0-0-1-1-2664967). The Board and its committees collectively

possess a broad range of skills, experience and knowledge.

Independence, tenure and membership are regularly

considered. The annual effectiveness review of the Board and

the individual directors considers overall composition, diversity,

effectiveness and contribution (read more on page [71](#idf922759f58849e78a06d7559b0d8994_8826)).

Number of Executives: Four

Number of non-executives: Seven (including the Chair)

Employee representation: IBP ensures that employees are

present in Board meetings whenever significant sustainability

topics are discussed. Key leaders, including the Chief Strategy

and Sustainability Officer, Chief Risk Officer, Global Head of

People and Organisation (P&O), Global Head of Digital and

Technology, and Head of Compliance attend relevant Board

and Board sub-committee meetings, ensuring that diverse

perspectives are included in sustainability decision-making.

Governance and oversight of impacts, risks and

opportunities (IROs)

Ensuring effective governance through a well-disciplined and

diverse Board is essential to supporting our strategic

objectives. Sustainability considerations are integrated into a

multidisciplinary, company-wide management process

throughout the Investec Group and IBP. IBP has various Board

and Executive committees that have oversight of sustainability-

related matters.

The Board takes ultimate responsibility for the material IROs

that have been identified in the double materiality assessment

(DMA).

The table below provides a summary of how often and by

whom our Board, Board committees and Executives are

informed about material IROs as well as the material IROs each

of the committees address.

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| IBP Board | | |
| The Board plays a crucial role in providing strategic leadership and governance to ensure the Bank’s long-term success and integrity.  The Board is responsible for setting and overseeing the implementation of the Bank’s strategic direction, ensuring that business  objectives align with the Bank’s mission and values.  The Board, comprising both Executive and non-executive directors, has the accountability over all material sustainability topics of the  Bank. Updates are presented either verbally or in written format from various IBP Executive committees and Investec Group Board  committees. The Board met seven times during the year.  Throughout the year, the Board addressed a range of material topics, including energy transition finance, in preparation for approving  the Bank’s sustainable and transition finance targets. Additionally, the Board annually reviews the Bank’s People & Organisation (P&O)  strategy, presented by the Global Head of P&O, which covers corporate culture, employee rights, diversity, and employee mental  health and wellbeing. Employee remuneration is managed through the IBP Remuneration Committee, with reports presented to the  Board at every meeting and pay gap reports reviewed annually before publication. Key issues such as data privacy and cyber security,  client engagement, as well as corruption and bribery related to financial crime, are escalated to the Board through the IBP Board Risk  and Capital Committee (IBP BRCC). Whistleblowing matters are addressed annually, with information provided by the IBP Audit  Committee. Furthermore, the Head of IBP Compliance also presents detailed, consolidated compliance management information  through the IBP BRCC to the Board.  Material IRO responsibility | | |
| E1: Climate change  • Energy transition finance activities  • Fossil fuel financing | S1: Our people  • Employee remuneration  • Employee rights  • Diversity  • Employee mental health and wellbeing  S4: Our clients  • Data privacy  • Cyber security  • Client engagement and marketing | G1: Business conduct  • Corporate culture  • Protection of whistleblowers  • Corruption and bribery  • Regulatory and legal compliance |

The Board is supported by various Board and Executive committees that oversee elements relating to the material IROs where they

have the skills and knowledge. The tables below explain these committees and their responsibility in terms of specific IROs.

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IBP Board-level committees

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| IBP Board Risk and Capital Committee (IBP BRCC) | | |
| The IBP BRCC is mandated by the Board. This Committee met eight times during the year.  This Committee, comprising non-executive directors, is tasked with reviewing the various risks faced by the Bank, including  sustainability risk. The IBP BRCC fulfils this responsibility by evaluating the risk reports presented to them and assessing whether the  actions taken by management are appropriate.  This Committee receives updates from the DLC IT Risk and Governance Committee (DLC ITRGC) and the IBP Executive Risk  Committee (IBP ERC) either in written or verbal format on an ad hoc basis.  During the financial year, the IBP BRCC concentrated on several key material topics. This included assessing the outcomes of the Bank  of England's climate scenario testing and capital stress tests to evaluate the resilience of IBP’s business model and strategy.  Additionally, the IBP BRCC approved the Bank’s sustainable and transition finance targets. In the area of client engagement, the IBP  BRCC receives two comprehensive annual reports, along with five updates each year from the compliance team that address conduct  matters such as complaints, breaches, regulatory interactions and employee development.  Issues related to data privacy and cyber security are escalated to the IBP BRCC by the DLC ITRGC, while corruption and bribery  matters are reported by the Money Laundering Reporting Officer (MLRO). Furthermore, the IBP BRCC reviewed all sustainability-related  policies and the Bank’s risk appetite, including those specific to sustainability risks. The IBP BRCC approved the sustainable and  transition finance target relating to the IRO of energy transition finance activities and reviewed IBP’s exposure to fossil fuel financing.  Material sustainability-related matters are reported to the IBP BRCC on a regular basis and the MLRO reports annually to the IBP BRCC  and to the Board.  Material IRO responsibility: | | |
| E1: Climate change  • Energy transition finance activities  • Fossil fuel financing | S4: Consumers and end-users  • Client engagement and marketing  • Data privacy  • Cyber security | G1: Business conduct  • Corruption and bribery |
|  |  |  |
| IBP Audit Committee | | |
| The IBP Audit Committee is mandated by the Board to be the Audit Committee for the Bank. This Committee met seven times during  the year.  This Committee, comprising non-executive directors, oversees and considers all audit-related matters for the Bank.  Material topics in the financial year included status updates on the CSRD disclosure obligations and overseeing the Bank’s progress in  implementing these requirements. An annual whistleblowing report is presented to both the IBP Audit Committee and the Board to  ensure that controls remain effective. Additionally, the whistleblowing policy is approved by the IBP Audit Committee and the Board.  Updates on any whistleblowing matters are incorporated into the P&O reports presented to the Board twice annually. Furthermore, they  consider findings from external audits relating to financed emissions, fossil fuel financing, energy transition finance, and our sustainable  and transition finance targets.  The IBP Audit Committee reports material accounting-related sustainability matters to the Board.  Material IRO responsibility: | | |
| G1: Business conduct  • Protection of whistleblowers | | |

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IBP Executive-level committees

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| --- | --- | --- |
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| IBP Executive Risk Committee (IBP ERC) | | |
| The IBP ERC is mandated by the Board. This Committee meets on a weekly basis.  This Committee, comprising IBP Executives, assists in determining and managing the categories of risk (which includes sustainability-  related risk and the relevant IROs), the specific risks and the extent of such risks undertaken by the Bank.  The Committee receives updates from the various business and risk teams within the Bank. During the year they approved the  sustainable and transition finance targets in relation to energy and transition finance activities. Furthermore the Committee reviewed  IBP’s financed emissions and also has oversight on activities within fossil fuel financing.  The IBP ERC reports material sustainability-related matters to the Board and to IBP BRCC.  Material IRO responsibility: | | |
| E1: Climate change  • Energy transition finance activities  • Financed emissions  • Fossil fuel financing | | |
|  | | |
| IBP Sustainable Business Forum (IBP SBF) | | |
| The IBP SBF is mandated by the IBP Executives. This forum meets on a fortnightly basis.  This forum, comprising business unit representatives, management and Executives of the Bank plays a crucial role in enabling  knowledge sharing, fostering collaboration and identifying sustainability-related commercial opportunities. Furthermore, this forum  coordinates sustainability projects within the Bank such as setting sustainable and transition finance targets.  Material topics addressed in this financial year included energy transition finance and specifically the finalisation of the sustainable and  transition finance target.  The IBP SBF reports material sustainability-related matters through the Chair of the IBP SBF to the DLC Executive Sustainability  Committee (DLC ESC) and where relevant to IBP ERC, IBP BRCC and the Board.  Material IRO responsibility: | | |
| E1: Climate change  • Energy transition finance activities | | |

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Investec Group (DLC) Board-level committees

The Board is also supported by the Investec Group Board, Executive and management committees on the Investec Group level.

These committees and management and administrative functions are detailed below.

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| DLC Social and Ethics Committee (DLC SEC) | | |  |
| The DLC SEC is mandated by the Investec Group Board. This Committee met four times during the year.  This Committee comprising both Executive and non-executive directors, has accountability for monitoring the Investec Group’s  performance in terms of sustainability-related matters. The principal objective of the DLC SEC is to assist the Investec Group Board in  ensuring that the Investec Group remains a committed, socially responsible corporate citizen in the context of the economy, society,  and environment in which the Investec Group operates.  Material topics discussed in the financial year included energy transition finance activities by approving Investec Group’s sustainable  and transition finance targets and reviewing the Investec Group’s financed emissions and fossil fuel financing. Additionally, the Global  Head of P&O, who is a member of the Committee presents all significant matters relating to [S1 - Our people](#ie588ca37b98f4c428b70390c95ba5a4c_104) to this Committee as  needed. This Committee also evaluates the Investec Group’s client engagement and marketing strategies to mitigate the risk of  greenwashing. Furthermore, matters relating to corporate culture are presented by the Global Head of P&O on an ad hoc basis.  The Committee receives feedback on sustainability matters verbally at every meeting from the Chief Strategy and Sustainability  Officer and on an ad hoc basis from the Global Head of P&O.  The DLC SEC reports material sustainability-related matters to the Board and to the Investec Group Board. Furthermore, material  topics relating to the Bank are escalated by the IBP Chief Risk officer (who is a member of this Committee) to the Board.  Material IRO accountability: | | |  |
| E1: Climate change  • Energy transition finance activities  • Financed emissions  • Fossil fuel financing | S1: Our people  • Employee rights  • Diversity  • Employee mental health and wellbeing  S4: Our clients  • Client engagement and marketing | G1: Business conduct  • Corporate culture  • Regulatory and legal compliance |  |
|  | | |  |
| DLC IT Risk and Governance Committee (DLC ITRGC) | | |  |
| The DLC ITRGC is mandated by the Investec Group Board Risk and Capital Committee (DLC BRCC). This Committee meets quarterly.  This Committee comprising non-executive and Executive Directors. Two non-executive members of the IBP Board are also members  of the DLC ITRGC. This Committee oversees the sound governance of technology and management of risk inherent in the use of  information technology (IT), which includes ongoing oversight of technical, data privacy and cyber security, and operational risks.  The objective of the Committee is to review, assess, prioritise the response to, and monitor current and emerging technology risk as  well as to track the strategic alignment of IT and business.  Feedback on material sustainability-related matters is presented verbally by the digital and technology teams within the Group.  A report of all matters considered is included in the IBP BRCC meeting papers.  The DLC ITRGC reports material matters to the IBP BRCC and the DLC BRCC.  Material IRO responsibility: | | |  |
| S4: Consumers and end-users  • Data privacy  • Cyber security | | |  |

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Investec Group (DLC) Executive-level committees

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| DLC Executive Sustainability Committee (DLC ESC) | | |
| The DLC ESC is mandated by the Investec Group's Executive Directors. This Committee met six times during the year.  This Committee comprising Executives and employees with subject matter expertise and is mandated to align and coordinate the  sustainability strategy and governance efforts across geographies and businesses.  Key members include the Group Chief Risk Officer, Global Head of P&O, the IBP Chief Risk Officer serving as the Senior Management  Function (SMF) for climate risk at the Bank and the Chair of the IBP SBF.  Key sustainability-related issues identified by the business and forums are escalated to the Chief Strategy and Sustainability Officer,  who presents them both verbally and in written form at each DLC ESC meeting and in specific matters relating to [E1 - Climate change](#id692d188e16a4d9a8634dec099e88221_76).  Additionally, the Global Head of P&O provides verbal updates on significant social matters on an ad hoc basis, while the IBP SBF  verbally presents any sustainable and transition finance initiatives as needed.  The DLC ESC reports significant sustainability matters to the DLC SEC, the IBP Chief Risk Officer escalates pertinent issues directly to  the Board, and the Global Head of P&O forwards material matters relating to [S1 - Our people](#ie588ca37b98f4c428b70390c95ba5a4c_104) to the Board.  Material IRO responsibility: | | |
| E1: Climate change  • Energy transition finance activities  • Financed emissions  • Fossil fuel financing | S1: Our people  • Employee rights  • Diversity  • Employee mental health and wellbeing  S4: Our clients  • Client engagement and marketing | G1: Business conduct  • Corporate culture  • Regulatory and legal compliance  • Transparency and disclosure |
|  | | |
| The Chief Strategy and Sustainability Officer | | |
| The Chief Strategy and Sustainability Officer is instrumental in steering the Bank's approach to both strategic and sustainability matters  by providing leadership and strategic direction. By embedding sustainability into the core business strategy, this role ensures that  sustainability considerations are integrated into the decision-making processes throughout the Group. This encompasses identifying  opportunities for sustainable growth, managing risks related to environmental and social factors, and cultivating a culture of  sustainability among our employees. Furthermore, the Chief Strategy and Sustainability Officer collaborates with various teams to  design and implement initiatives aligned with our sustainability objectives, such as establishing sustainable and transition finance  targets and incorporating sustainability into our commercial activities. | | |
| As a member of the DLC and Chair of the DLC ESC, the Chief Strategy and Sustainability Officer is central to the governance structure,  receiving feedback from the Group sustainability team and the IBP SBF. | | |
| The Chief Strategy and Sustainability Officer escalates any sustainability-related matters raised by the DLC ESC verbally to the  DLC SEC. | | |

Supporting function

|  |
| --- |
|  |
| The Group sustainability team |
| The Group sustainability team is tasked with assessing and reporting on sustainability, escalating relevant matters to the risk teams and  supporting them in identifying sustainability risks that may impact the Bank and the Investec Group. They also define sectoral policies  to mitigate these risks, ensure compliance with regulatory disclosure requirements, and support business units on sustainability  opportunities relating to products and services. This enables IBP to manage and oversee its sustainability IROs across all businesses  and geographies. Additionally, the Group Sustainability team plays an integral role in monitoring the sustainable and transition finance  targets set for 2030.  The Group sustainability team escalates any material sustainability topics to the Chief Strategy and Sustainability Officer. |

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Management’s role in the governance of controls

and procedures to manage and oversee IROs

We are committed to ensuring that our dedicated sustainability

controls and procedures are effectively integrated with other

internal functions. The Bank, in keeping with sound governance

practices, has defined roles and responsibilities for the

management of risk in accordance with the three lines of

defence model, i.e. business line management, an independent

risk function and an independent internal audit function. In

addition, to manage the Bank’s risk appetite, there are a

number of detailed statements, frameworks, policies and

governance structures in place.

Overall, the Board ensures that there are appropriate resources

in place to manage the risks arising from running the business

by having independent risk management, compliance and

financial control functions. These are supplemented by an

Internal Audit function that reports independently to the non-

executive Audit Committee Chair.

Controls and procedures relating to sustainability are integrated

across our three lines of defence model.

Business line management:

• Revenue writing business functions: Continued collaboration

exists between the Group sustainability team and the

revenue writing business units. This collaboration is

facilitated through cross-departmental committees and joint

initiatives, like the IBP SBF, that promote the sharing of

insights and best practices. In particular, this forum focuses

on commercial activities within [E1 – Climate change](#id692d188e16a4d9a8634dec099e88221_76) in

relation to energy transition finance, through setting and

monitoring our progress towards our sustainable and

transition finance target. Sustainability controls and

procedures related to transition finance, including the

establishment of our sustainable and transition finance

targets, are managed by the management teams within each

revenue-generating business

• People & Organisation (P&O): Our P&O team takes

accountability for actioning and monitoring our material IROs

within [S1 – Our people](#ie588ca37b98f4c428b70390c95ba5a4c_104), which includes employee mental

health and wellbeing, diversity, employee remuneration and

employee rights. The Board has delegated the responsibility

of monitoring Board diversity targets to the IBP Nomination

Committee, which reviews the composition of the Board at

each of its meetings. Progress on diversity targets is

escalated to the Board by the P&O team. Assessments of

mental health and wellbeing, employee remuneration and

employee rights are escalated to the Board as and when

required

• Marketing: The marketing function is responsible for the

material matters identified in [S4 – Our clients,](#i13a712e9cf754173b39d1d43c119468c_19874) pertaining to

client engagement and marketing. This responsibility

encompasses the processes and controls established for

external client communications related to sustainability

claims, with oversight provided by the Group sustainability

team, the legal team and the compliance team

• Technology and security: The technology function is

responsible for implementing and operating the necessary

control for the material matters identified in [S4 – Our clients](#i13a712e9cf754173b39d1d43c119468c_19874)

relating to data privacy and cyber security. This function

creates standards for consistent deployment and

management of the Group’s technology systems and

prioritises corrective action where necessary and ensure the

timely implementation thereof. The Investec Group security

team maintains and monitors the operational effectiveness of

the Investec Group’s (which includes the Bank) approved

security tools, defines the security architecture, and

associated security standards, and conducts technology

security evaluations/penetration testing while coordinating

the security incident response

• All business functions: With regard to [G1 – Business conduct](#i408f7569c095494f86a844396a50e338_18293),

the management within all business functions and our

employees are responsible for ensuring they act according to

the Principles of Conduct. The Board is responsible for

overseeing significant matters that may compromise our

business conduct and receives reports on corporate culture,

whistleblowing, and corruption and bribery when breaches

occur.

Independent risk and operational risk function:

• Operational risk: Our independent operational risk function

ensures that policies related to material matters are upheld

and that awareness is promoted throughout the Bank.

Additionally, they monitor and challenge business

management's application of, and compliance with, these

policies, escalating any significant non-compliance to the

relevant risk committees

• Risk management: The risk management function is

responsible for managing our commitments within [E1 –](#id692d188e16a4d9a8634dec099e88221_76)

[Climate change](#id692d188e16a4d9a8634dec099e88221_76) in relation to financed emissions and fossil

fuel financing supported by the Group sustainability team.

Our progress around our commitment to reducing fossil fuel

financing is regularly reviewed by the risk management

function and reported to the Board, IBP ERC and the IBP

BRCC. On an annual basis, the financed emissions from our

lending and investing activities are assessed and presented

to IBP ERC and the Board.

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Independent internal audit function: The internal audit

function conducts annual reviews of the control environment

across all functions, assessing whether key risks are

adequately managed and aligned with management’s risk

appetite. As part of their audit activities, they test the

implementation of policies and report any exceptions or

instances of non-compliance to the IBP Audit Committee.

The Board believes that management systems and processes,

supported by the conclusions of the Internal Audit function and

the results of their combined assurance coverage through each

assurance function, are adequate to support IBP’s strategy and

allow the Bank to operate within its risk appetite framework.

Governance of target-setting

The Board, DLC SEC and DLC ESC, along with senior executive

management, are accountable for monitoring the progress

against establishing sustainability-related targets for material

IROs.

Approval for these targets is granted by the Board and the DLC

SEC while the DLC ESC ensures alignment with the overall

Investec Group sustainability strategy.

Sustainability-related skills of the Board and

Executives

A fundamental aspect of governance is ensuring the

effectiveness of the Board in fulfilling its responsibilities. The

composition of the Board has been designed to ensure that

they have the appropriate mix of knowledge, skills, experience,

independence and diversity. Consideration is given towards the

collective skills, knowledge and experience of the directors

when assessing the overall composition and suitability of the

Board. In addition to a range of skills, the Board also values the

innate differences in approach and thinking styles that result

from the varied backgrounds and experiences of our directors.

Recognising any gaps, the Board seeks to invest in continuous

professional development by providing targeted development

programmes, workshops and access to expert consultations to

enhance the sustainability knowledge of all directors through

the directors’ development plan. Regular performance reviews

are conducted to monitor progress, ensuring that the Board

remains well equipped to address emerging sustainability

challenges.

The Board leverages the robust in-house expertise of teams

managing key sustainability matters alongside its members'

specialised knowledge. These in-house teams bring deep

expertise in areas such as environmental management, social

responsibility, renewable energy and corporate governance,

providing comprehensive insights into sustainability matters.

For complex or emerging challenges, the Board accesses

external experts, ensuring a blend of internal strengths and

external resources. Additionally, the Board fosters continuous

enhancement of expertise within the Bank through

collaboration and professional development.

To enhance their expertise, the Board has participated in

development sessions over the past year centred on key

sustainability topics as part of the annual directors'

development plan and through in-depth deep-dive sessions.

Each year, the Board engages in a comprehensive deep dive

into the P&O strategy. Additionally, during the year, a

specialised session on energy transition finance was conducted

to address the Bank’s sustainable and transition finance

targets, including fostering an understanding of financed

emissions. These initiatives are designed to build the Board’s

capacity to effectively understand and oversee the Bank’s

material sustainability matters.

Consideration of IROs in relation to strategy and

business activities

All material IROs have already been effectively integrated into

the relevant business and operational functions within the

Bank. Importantly, these material IROs do not change our

current strategy or business activities, as we have consistently

adopted an integrated approach to sustainability for many

years. We incorporate sustainability considerations into our

daily operations and decision-making processes to support a

sustainable, long-term vision. Our commitment to sustainability

is deeply ingrained in our operations and business practices,

enabling us to manage these IROs effectively without requiring

adjustments to our established strategic direction.

Integration of sustainability-related performance

into incentive schemes

We have established sustainability-related performance

measures for the Executive Directors of the Investec Group,

which can be found in the 2025 remuneration report on our

website. Our intention is to establish an incentive framework for

the Executives of IBP that integrates sustainability-related

performance metrics into Executive remuneration.

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Statement on due diligence

IBP is committed to implementing comprehensive governance practices that ensure effective oversight of sustainability-related

risks and opportunities.

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| Core elements of due diligence | References to the Sustainability Statement | Pages |
| a) Embedding due diligence in governance, strategy and  business model | • ESRS 2 GOV-2 – Sustainability matters managed by IBP’s  committees and leadership teams  • ESRS 2 SBM-3 – Material IROs | [297](#i118dad0ceb4f4298bf840dcaa1b17113_607614)  [314](#i118dad0ceb4f4298bf840dcaa1b17113_804227) |
| b) Engaging with affected stakeholders in all key steps of  the due diligence | • ESRS 2 SBM-2 – Interest and views of stakeholders  • ESRS 2 IRO-1 – Process to identify IROs  • ESRS S1 – Our people  • ESRS S4 – Our clients | [308](#i118dad0ceb4f4298bf840dcaa1b17113_142750)  [309](#i118dad0ceb4f4298bf840dcaa1b17113_236355)  [337](#ie588ca37b98f4c428b70390c95ba5a4c_618741)  [344](#i13a712e9cf754173b39d1d43c119468c_291504) |
| c) Identifying and assessing adverse impacts | • ESRS 2 IRO-1  • ESRS 2 SBM-3 | [309](#i118dad0ceb4f4298bf840dcaa1b17113_804228)  [306](#i118dad0ceb4f4298bf840dcaa1b17113_804229) |
| d) Taking actions to address those adverse impacts | • ESRS E1 – Climate change  • ESRS S1 – Our people  • ESRS S4 – Our clients  • ESRS G1 – Business conduct | [321](#id692d188e16a4d9a8634dec099e88221_76)  [335](#ie588ca37b98f4c428b70390c95ba5a4c_104)  [343](#i13a712e9cf754173b39d1d43c119468c_19874)  [349](#i408f7569c095494f86a844396a50e338_18293) |
| e) Tracking the effectiveness of these efforts and  communicating | • ESRS E1 – Climate change  • ESRS S1 – Our people  • ESRS S4 – Our clients  • ESRS G1 – Business conduct | [321](#id692d188e16a4d9a8634dec099e88221_76)  [335](#ie588ca37b98f4c428b70390c95ba5a4c_104)  [343](#i13a712e9cf754173b39d1d43c119468c_19874)  [349](#i408f7569c095494f86a844396a50e338_18293) |

Risk management and internal controls over

sustainability reporting

The Group sustainability team oversees sustainability-related

disclosures and ensures alignment with strategic objectives,

while the IBP compliance team monitors current and emerging

regulatory requirements which are escalated to the Group

sustainability team. Additionally, collaboration with the IBP risk

management teams ensures that sustainability risks are

considered within the broader enterprise risk management

framework, and input from various business units helps to

provide accurate and comprehensive reporting on sustainable

and transition finance risks and opportunities.

• Internal controls in the compliance function: When changes

to sustainability regulation occur, the compliance team

communicates these matters to the Group sustainability

team. The sustainability team then evaluates the new

requirements, conducts gap analyses against existing

policies and disclosures, and implements the necessary

policy or disclosure updates

• Decentralised collection of data relating to material

matters: Information on material sustainability-related

matters is collected across various functions, including the

Group sustainability team, the compliance team, risk

management, P&O, technology functions and different

revenue-generating business units. Each function evaluates

the data collected relating to the IROs within its area of

responsibility, ensuring an understanding of the operational,

financial and reputational risks associated with its respective

IROs. These teams are tasked with ensuring that accurate

information is signed off by senior management within each

area before communicating the information to be reported to

the Group sustainability team

• Centralised sustainability reporting through the Group

sustainability team: The Group sustainability team is

responsible for ensuring the accuracy, consistency and

transparency of sustainability reporting. They consolidate,

analyse and scrutinise the sustainability-related information

received from various business and operational functions,

and verify that reliable and consistent disclosures concerning

sustainability matters are reported in line with the relevant

regulations

• Executive oversight: Sustainability reports, including

reporting in accordance with the CSRD requirements, are

reviewed and approved by Executives and the DLC SEC

before public disclosure, providing a layer of governance and

oversight

• Limited and reasonable assurance through external audit:

The sustainability report undergoes a comprehensive

external assurance process at year end. We obtain limited

assurance on this Sustainability Statement and both

reasonable and limited assurance on selected key

performance indicators (KPIs) in our Investec Group

sustainability report.

The primary risk identified in previous years by the assurance

provider at the time was the manual calculation of Scope 3

financed emissions. We have recently completed the

automation of our Scope 3 financed emissions calculations,

which eliminates errors associated with manual input and

accelerates the reporting process. Although there were other

primary risks identified they were not related to our material

IROs. Furthermore, we are in the process of operationalising the

collection of sustainable and transition finance activities by

modifying our source systems, thereby improving our ability to

report reliable data.

Any findings related to sustainability-reporting are reviewed by

Internal Audit and where required escalated to the Board,

Executives, the IBP Audit Committee, DLC SEC and DLC ESC.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

#### Strategy

Strategy, business model and value chain

Our sustainability strategy is intrinsically linked to our

overarching purpose of creating enduring worth for all

stakeholders. By integrating sustainability into our core

business practices, we aim to deliver long-term value that

transcends financial performance, fostering resilience in both

our operations and the clients we serve. Our commitment to

sustainable finance not only supports our clients in their

transitions to greener practices but also aligns with our goal of

promoting economic, social and environmental wellbeing. We

aim to enhance our ability to generate lasting impact, ensuring

that our business contributes positively to society while

securing a sustainable future for generations to come. Our

business model, and operational and strategic overview are

disclosed on pages [2](#i62da4a2ef6674819926dae64721f9e71_282) to [10](#i447e4d363cd344738300acdd42f0e3a0_3848290701077) of this report. Our sustainability

strategy applies to all geographies and business activities

within IBP.

Central to our purpose to create enduring worth is the belief

that sustainability is integral to our business. Our commercial

strategies work with a multiple-stakeholder perspective from

inception and we are conscious about the impact they make in

the world. Addressing two impact Sustainable Development

Goals (SDGs) being reduced inequality (SDG 10) and climate

change (SDG 13) is fundamental to our sustainability strategy.

These two impact SDGs are supported by six additional SDGs.

Collectively, these priority SDGs reflect our strategy to fund

stable and sustainable economies across multiple regions.

Business model

For information on our clients and offerings, refer to page [10](#i447e4d363cd344738300acdd42f0e3a0_3848290701077).

Our strategic objectives are disclosed on page [9](#i447e4d363cd344738300acdd42f0e3a0_58) and the

overview of our activities on page [10](#i447e4d363cd344738300acdd42f0e3a0_3848290701077).

We have market-leading, distinctive client franchises. The

Investec distinction is embodied in our entrepreneurial culture,

supported by a strong risk management discipline, client-

centric approach and an ability to be nimble, flexible and

innovative. We do not seek to be all things to all people. Our

aim is to build well-defined, value-adding businesses focused

on serving the needs of select market niches where we can

compete effectively and build scale and relevance. Our unique

positioning is reflected in our iconic brand, our high-touch and

high-tech approach and our positive contribution to society,

macro-economic stability and the environment. Ours is a

culture that values purposeful thinking and stimulates

extraordinary performance. We take pride in the strength of our

leadership team; our people are empowered and committed to

our values and culture.

Our inputs and outputs are shown below.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Our inputs | Our outputs |
|  |  |  |  |
|  | Financial  capital | Our shareholder and debt funding, which  underpin our strong capital base, support  our business operations and fund growth | Our capacity to deliver sustainable financial performance, support investment in sustainable and  transition finance, new products and initiatives, and enable resilient capital allocation |
|  |  |  |  |
|  |  |  |  |
|  | Human capital | Our culture, our people, their collective  knowledge, skills and experience as well as  our ethical and effective leadership,  collectively facilitate the delivery on our  purpose to create enduring worth | Our ability to attract, retain, and develop skilled and purpose-driven people, enabling innovation, client  service excellence and the long-term success of the Bank. This relates to our IROs:  • S1 – Our people: diversity, employee mental health and wellbeing, and employee rights  • GI – Business conduct: corporate culture |
|  |  |  |  |
|  |  |  |  |
|  | Natural capital | Our efforts to actively manage the impact  of our operations on the environment | Our efforts to minimise environmental impact, finance the transition to a low-carbon economy, and  integrate environmental risks and opportunities into decision-making.  This relates to our IRO:  • E1 – Climate change: energy transition finance activities, finance emissions and fossil fuel financing |
|  |  |  |  |
|  |  |  |  |
|  | Social and  relationship  capital | Our strong relationships with all our  stakeholders are an integral part of our  operating environment and our objective to  live in society, not off it | Our trusted stakeholder relationships, client satisfaction and strategic partnerships that reinforce our  social licence to operate and support inclusive growth. This relates to our IROs:  • S4 – Our clients: data privacy  • G1 – Business conduct: protection of whistleblowers, corruption and bribery, transparency and  disclosure and, regulatory and legal compliance |
|  |  |  |  |
|  |  |  |  |
|  | Intellectual  capital | Our trusted brand and franchise value,  strategic partnerships and innovative  capabilities and expertise | Our ability to develop proprietary systems, client insights and differentiated capabilities that enhance  competitive advantage and contribute to sustainable value creation. This relates to our IRO:  • S4 – Our clients: cyber security |
|  |  |  |  |
|  |  |  |  |
|  | Manufactured  capital | The physical and digital infrastructure  through which we conduct business  activities | Our efforts towards efficient use and enhancement of physical and digital infrastructure to support  operational resilience, client delivery and innovation through technology capabilities. |
|  |  |  |  |

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Products and services relating to our material IROs

IBP offers a comprehensive range of products and services

tailored to distinct customer groups across significant markets.

For our sustainability-focused activities we are guided by our

[Sustainable and Transition Finance Classification Framework](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/Investec-Sustainable-and-Transition-Finance-Classification-Framework.pdf),

which supports both environmentally and socially sustainable

commercial initiatives.

Our sustainability-focused products and services reflect our

ambition to achieving our sustainability-related goals,

particularly our target to facilitate £14.9 billion for IBP in

sustainable and transition finance by 2030.

Private Client Banking activities: Our Private Client Banking

division provides high-touch and high-tech solutions such as

transactional banking, lending, private capital, savings and

foreign exchange services specifically designed for high net

worth (HNW) private clients. These offerings cater to active

wealth creators with annual incomes exceeding £300 000 and

net asset values above £3 million, primarily serving clients in

the UK and the Channel Islands.

Sustainability-related products for this group primarily involve

mortgage lending, focusing on financing higher Energy

Performance Certificate (EPC)-rated properties and electric

vehicles (EVs). This lending supports our efforts in energy

transition finance and in addressing financed emissions,

specifically targeting E1 – Climate change.

Corporate and Investment Banking activities: In our

Corporate and Investment Banking activities, we deliver client-

centric and solution-driven services, including lending, treasury

and risk management solutions, advisory and institutional

research, as well as sales and trading. This division serves a

broad spectrum of clients, including corporate, private,

intermediary, government, and institutional entities across the

UK, Europe, Channel Islands, the USA, and India.

Typically, sustainability-related lending is structured as

sustainability-linked loans, where key loan terms, including

adjustments in the interest rate, are tied to the borrower’s

achievement of specific sustainability targets. This structure

incentivises companies to enhance their sustainability

performance. Additionally, lending can be classified as

sustainable finance based on the company’s profile if 90% of its

revenues are derived from sustainable activities or if the

proceeds are specifically allocated to sustainable

environmental or social initiatives (as recommended by the EU

Sustainable Finance Disclosure Recommendations. These

products focus on addressing E1 – Climate change.

Sustainability-related products and services for our Corporate

and Investment Banking clients include:

• Lending to properties: Within our real estate business, we

provide loans to properties with A and B graded EPC ratings

to promote energy efficiency. For properties with lower EPC

ratings, we look to finance energy-efficiency upgrades that

improve the EPC ratings to A or B

• Supporting renewable projects: In our Energy and

Infrastructure business, we support projects that utilise

renewable sources such as wind, solar, battery storage,

renewable natural gas and EV infrastructure, along with

digital infrastructure initiatives

• Sustainable funding solutions: Through our Direct Lending

portfolio, we seek opportunities for sustainable funding

solutions. Our Fund Solutions offering includes lending to

Article 9 funds, which, by definition, have sustainable

investment as their objective. We endeavour to finance

socially sustainable activities that have defined social

outcomes and impacts from Investec's financial intervention,

such as access to essential services and economic

empowerment

• Financing environmentally sustainable solutions: In our asset

finance business, we support clients with financing for a

variety of environmentally sustainable solutions, including

EVs, renewable energy generation, energy-efficiency

technologies, and recycling activities

• Managing fossil fuel exposures: We manage our fossil fuel

exposures in accordance with our fossil fuel policy to

address E1 – Climate change – fossil fuel financing.

Additionally, in pursuit of influencing our clients and suppliers to

decarbonise, we emphasise thought leadership strategies by

identifying suitable partnerships with external small and

medium-sized enterprises (SMEs) to help clients achieve their

sustainability objectives. To enable this, we prioritise upskilling

and educating our employees to promote sustainable finance

options for clients across the Bank.

Our value chain

IBP operates as a specialist bank, with wealth management

services offered through the long-term strategic partnership

with Rathbones. Investec has an international footprint,

providing financial services across the UK, Channel Islands,

Europe, the USA and India. To comprehensively capture IROs,

our DMA) conducted during the financial year ended 31 March

2024 focused on the most significant activities, services, and

products in our value chain. In 2025, the DMA underwent the

appropriate governance processes to ensure its robustness

and relevance.

Our upstream value chain consists of:

• Suppliers of goods and services

• Regulators, sustainability-related analysts and data providers

with whom we engage to ensure that our strategy, risk

management principles, and sustainability disclosure

requirements are aligned with regulatory compliance and

best practice approaches

• Capital providers, institutional investors and financial markets

who supply the funding and liquidity necessary to support

our banking, lending and investment activities.

Our downstream value chain includes:

• Corporate, private, intermediary, government and

institutional clients to whom we provide specialist banking

solutions including lending, treasury and risk management

solutions, advisory, institutional research, and sales and

trading

• HNW private clients to whom we provide products relating to

lending, private capital, transactional banking, savings and

foreign exchange.

As a financial institution, our primary business activity

influencing sustainability matters will be our lending and

investment activities. Through our sustainable and transition

financing activities, we play a critical role in facilitating capital

flows, enabling economic growth, and supporting the transition

to a low-carbon and more inclusive economy.

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|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  | Activities, products and services | | |  | Underlying actors |  | Location | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Upstream |  |  | Supply chain  and third-party  providers |  |  | Procure goods and services, including  energy, equipment and technology  solutions | | |  | Suppliers of goods and  services |  | UK and Europe  Channel Islands  USA |  |  | India  South Africa |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Sustainability-related disclosures  according to regulatory and best  practice requirements | | |  | Regulators  Sustainability-related  analysts and data  providers |  | UK and Europe | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Provision of capital | | |  | Institutional investors  Retail depositors |  | UK and Europe  USA |  |  | South Africa |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Own  operations |  |  | Own operations |  |  | Our premises  Our client  offerings |  | Our business  enablement  functions |  | Our employees |  | UK and Europe  Channel Islands  USA |  |  | India  South Africa |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Downstream |  |  | Private Client  Banking  activities |  |  | Lending  Private capital  Transactional  banking |  | Savings  Foreign exchange |  | HNW private clients |  | UK and Europe  Channel Islands |  |  | South Africa  Mauritius |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Corporate and  Investment  Banking  activities |  |  | Lending  Treasury and risk  management  solutions |  | Advisory,  institutional  research, sales  and trading |  | Corporate, private,  intermediary,  government and  institutional clients |  | UK and Europe  Channel Islands  USA |  |  | India  Mauritius |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Interest and views from our stakeholders

Strong partnerships and understanding are essential to the

creation of enduring worth. To understand stakeholders’ needs,

we work hard to establish the most effective ways of

engagement. These interactions inform what we focus on, how

we engage with our stakeholders and how, through our

strategy and purpose, we can improve as a business. Refer to

our stakeholder engagement disclosure, Section 172(1)

statement on page [15](#ie3c0f0ecbe744ceeaff4a20772cdfe84_1253).

Our continuous engagement with stakeholders has confirmed

that their perspectives align with our current strategy and

business model, and as a result, we are not altering our

strategy or business model.

Future engagement with our stakeholders

In addition to regular stakeholder engagement, we aim to

enhance our client engagement to support our transition plans.

As part of our commitment to a sustainable and inclusive

transition, we are developing a structured client engagement

strategy to support our clients in navigating the evolving

sustainability landscape. This strategy will focus on

collaborative engagement, capacity building and, where

appropriate, tailored financial solutions to drive meaningful

progress towards net zero and other sustainability objectives.

We plan to proactively engage with clients, particularly in high-

impact sectors, to assess their transition readiness, understand

sector-specific challenges, and develop credible transition

plans aligned with global and sector-specific climate goals and

regulatory expectations. This will enable us to continue in long-

term partnerships with our clients and not only mitigate

sustainability-related risks but also unlock new opportunities for

responsible growth and innovation. This engagement strategy

will be underpinned by clear metrics, ensuring transparency

and accountability.

Oversight on stakeholders’ engagement

The Board, directors and Executives are consistently kept

informed about the perspectives and interests of our

stakeholders. This includes insights from client and investor

dialogues, employee feedback channels, community

engagements, regulatory consultations and industry forums.

Key stakeholder concerns and emerging sustainability risks are

communicated to the Board and the DLC SEC. Furthermore, the

DLC SEC approves any modifications to the DMA, including the

exclusion of topics, the inclusion of industry-relevant topics, and

the assessment of both positive and negative impacts, as well as

financial risks and opportunities arising from the DMA outcomes.

Current financial effects of material IROs

There are no anticipated material financial effects from our

material IROs identified over the short term.

The Group uses best available data to make accounting

judgements and estimates related to climate change, focusing

on clients' credit risk and asset valuations. Most climate

impacts are long term and have minimal effect on current

estimates. Key short-term impacts include:

• Expected credit loss (ECL) measurement

• Asset impairment and deferred tax assets.

Additionally, we have not identified material risks that could

lead to significant adjustments in the carrying amounts of

assets and liabilities reported in the related financial statements

within the next annual reporting period.

Refer to [E1 – Climate change](#id692d188e16a4d9a8634dec099e88221_461996) for more information.

Resilience of our strategy and business model

IBP evaluates the resilience of our strategy and business model

in terms of its ability to identify material impacts, address

associated risks and capitalise on resulting opportunities.

This resilience is supported through the IBP BRCC from which

relevant risks are escalated to the Board. Resilience of our

strategy around [E1-Climate change](84S0VF8TSMH0T6D4K848-2025-03-31-T01.html#i447e4d363cd344738300acdd42f0e3a0_3004-bookmark-aa105112f2864f6192b79832ce312c43)is found in the topic-

specific disclosures.

309

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

#### Impact, risk and opportunity management

Process of identifying and assessing material IROs

During the financial year ended 31 March 2024, the Investec

Group performed a DMA. This assessment provided us with an

understanding and deeper insights into the sustainability topics

that are material to the Investec Group, as well as our

stakeholders’ views on our impact on society, the environment

and governance matters.

The Investec Group conducted the DMA during the initial phase

of emerging regulatory requirements, resulting in a process that

is still evolving and not yet fully mature. Recognising this early

stage, we are dedicated to refining our DMA methodology by

incorporating industry best practices and continuously

enhancing our approaches. Although we faced challenges,

such as stakeholders’ unfamiliarity with the DMA concept, we

have made essential adjustments to improve clarity and

comprehension. These adjustments included simplifying the

language used in our communications.

We ensured that IROs for both geographies (South Africa and

the UK) were carefully considered throughout the process.

While IBP and Investec Bank Limited operate in distinct

regulatory environments, their business models, target markets

and stakeholder expectations share significant alignment. To

ensure a comprehensive and jurisdictionally relevant

assessment, we followed a structured methodology,

incorporating:

• Investec Group-level materiality assessment as a foundation

• Regulatory horizon scanning to account for differences in UK,

EU and South African sustainability frameworks

• Engagement with both UK and South African stakeholders

• Internal validation to align material topics with IBP’s strategic

objectives and risk management approach.

Moving forward, IBP remains committed to review the IROs

annually for any material changes and conduct a robust DMA

every two years that effectively addresses our key

sustainability matters.

The following process outlines our DMA approach

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  | 1 |  | 2 |  | 3 |
|  |  |  |  |  |  |  |
| Process |  | Horizon scanning and research |  | Stakeholder interviews, impact  assessments and surveys\* |  | Results analysis |
|  |  |  |  |  |  |  |
| Objective |  | To identify industry-relevant  material topics |  | To identify material IROs relating to  the industry-relevant material  topics |  | To verify material IROs identified  by stakeholders and adjust  outcomes where results are  misaligned to expectations |
|  |  |  |  |  |  |  |
| Outcome |  | List of industry-relevant  sustainability topics |  | Material IROs identified by  stakeholders |  | Material IROs for IBP |

![]()

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\*Survey result were for internal use only and outcome of the surveys did not result in identification of material IROs.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |
| --- | --- |
|  |  |
| 1. | Horizon scanning and research: Identification of relevant sustainability matters and associated IROs |

We conducted a horizon scan exercise to identify relevant sustainability topics and emerging trends both globally and within the

financial sector. This horizon scan was performed to consider broader topics of interest to Investec, that are not required by ESRS

1, AR16. By consulting a diverse range of resources, we compiled an extensive list of industry-specific sustainability topics,

including those highlighted by our peers. Our horizon scan incorporated various frameworks and sustainability-related rating

methodologies, trends specific to the financial industry, global sustainability developments, relevant legislation, media and peer

reviews, as well as IBP-specific reports. This research enabled us to conduct an industry-relevant assessment, focusing on the

sustainability topics relevant to the financial industry as well as those highlighted by our peers and broader stakeholders. This

assessment was conducted by the Investec core team, in collaboration with a third-party adviser. While this assessment was

carried out at the Investec Group level, attention was given to specific nuances that might be applicable to IBP. The industry-

relevant topic shortlist was developed by the Investec core team, who was authorised by Group Executives to make decisions

during the DMA process, alongside the third-party adviser. The Investec core team comprised employees who were well versed on

DMA issues, from both South Africa and the UK, along with a third-party adviser who is familiar with the Investec Group. This

collaboration ensured that potential material topics relevant to specific geographies were not overlooked.

Through the horizon scanning process, a shortlist of industry-relevant topics was identified and verified by both the Investec core

team and the third-party adviser to ensure alignment across all entities in South Africa and the UK. This final shortlist included

topics applicable to the Investec Group and its main entities (Investec Bank Limited and Investec Bank plc) in each of these regions.

We applied a double materiality approach to the industry-relevant topic list to assess sustainability-related IROs, ensuring that both

outward and inward sustainability impacts were considered to identify potential sustainability matters.

• Financial materiality: The assessment involved identifying and analysing how sustainability-related matters could affect our

financial performance, including potential risks and opportunities arising from regulatory changes, market shifts, and operational

challenges

• Impact materiality: Simultaneously, we assessed the outward impacts of our business activities on society and the environment.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Impact materiality  Investec’s impact on  the environment, society  and governance-related topics |  |  | Inside-out perspective  • Inside-out perspective is used to measure the actual or potential, and positive or  negative, impacts on people or the environment that Investec may have  • This refers to the businesses we finance, our products and services and the impacts  directly linked to our operations |
|  |  |  |  |
|  |  |  |  |
| Financial materiality  Impact on the environment,  society and governance-related  topics on Investec’s financial  performance |  |  | Outside-in perspective  • Outside-in perspective is used to measure the risks and opportunities of a changing  environment and society on Investec  • This primarily pertains to the impact that climate change and other environmental  issues may have on Investec's financial performance |
|  |  |  |  |

We used several key assumptions including:

• Scope: The assessment focused on our upstream, own operations and downstream value chain

• Time horizons: The assessment covered short-term (within 1 year), medium-term (1 to 5 years), and long-term (>5 years)

sustainability-related IROs

• Use of external sustainability benchmarks, regulatory guidance and industry best practice: The assessment considered

industry frameworks, sustainability rating methodologies, relevant legislation, industry trends, media analyses, peer evaluations

and all pertinent Investec documentation, ensuring relevance to financial services and investment activities

• Global sustainability reporting standards: We considered a range of sustainability reporting standards including Task Force on

Climate-related Financial Disclosures (TCFD), Global Reporting Initiative (GRI) and IFRS® Accounting Standards (IFRS®) S1 and

S2 to ensure consistency and comparability.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |
| --- | --- |
|  |  |
| 2. | Stakeholder interviews, impact assessment and surveys |

While the assessment was conducted at the Investec Group

level, stakeholders from both of our anchor geographies (the UK

and South Africa) were involved in evaluating the material

matters relevant to the IBP and Investec Bank Limited entities.

This was due to the significant overlap in the business activities,

investors, target-market clients and material matters across the

two entities. The DMA covered the Investec Group’s value

chain, with stakeholder input primarily from the UK and South

Africa. Given Investec’s presence in these regions and other

jurisdictions, the assessment considered regional sustainability

challenges, regulatory landscapes and socio-economic

conditions that may influence material impacts and risks.

We conducted an internal review to compile a list of

stakeholders, working closely with the Investec Investor

Relations team. This collaboration ensured that the selected

stakeholders were well acquainted with our business activities

and had a solid understanding of sustainability matters. The

stakeholder list included shareholders, business partners, media

representatives, non-governmental organisations, consulting

firms, clients, and employees from various business functions.

Where stakeholders were unable to contribute, proxies were

used, as in the case of regulators, where current sustainability

legislation was assessed and included in the DMA.

Engagement methods included interviews, impact assessments

and surveys to ensure a comprehensive understanding of

stakeholder concerns and expectations. Care was taken to

ensure a mix of both affected stakeholders and users of

sustainability information for the IBP and the Investec Bank

Limited entities. We assessed our stakeholders’ views on which

sustainability-related risks and opportunities they felt could

affect financial performance either in IBP or Investec Bank

Limited, and the impacts Investec might have on people and

the planet.

Stakeholder interviews: Interviews were conducted with

various stakeholder groups to gather their insights and opinions

on the IROs of the industry-relevant sustainability topics. For

IBP, four stakeholders were based in the UK, while an additional

three stakeholders were interviewed to provide a global

perspective encompassing both IBP and IBL. The interview

process took into account our impact on sustainability topics

(impact materiality) as well as the influence of these

sustainability topics on Investec, particularly regarding our

financial performance (financial materiality).

Impact assessments: Sixteen detailed impact assessments

were conducted, of which 12 were outward impact

assessments and four financial impact assessments,

representing a wide range of business functions across IBP and

Investec Bank Limited. The contributors of these impact

assessments considered any geographical nuances that may

exist between IBP and Investec Bank Limited. This included

considerations of local regulatory frameworks, cultural

differences, and socio-economic factors that may influence

stakeholder expectations and business operations in each

region. For instance, the assessments factored in South Africa's

unique environmental challenges and developmental priorities,

as well as the UK’s established sustainability regulations and

market dynamics. In addition, our third-party adviser performed

a review through an outward impact assessment. These impact

assessments involved a more in-depth assessment of impact

using granular assessment criteria that considered both current

and future impacts.

A sustainability matter was considered material when it

satisfied the criteria for impact materiality, financial materiality,

or both. The interdependence between the two dimensions

was recognised. For example, a sustainability impact may

already be financially material, or may become so over time.

During the impact assessment, relevant impacts were classified

either as negative (net harm to society, the environment and/or

the economy) or positive (net benefit to the society,

environment and/or economy) or neutral (neither net harm, nor

net benefit).

Our impact materiality (the impact that Investec has on the

environment and society) considered severity and likelihood.

• The severity of the impact regardless of our efforts to adjust

the impact has been considered in terms of:

• Scale: How grave or beneficial our impact is on the topic

• Scope: How widespread our impact is on the topic

• Remediability: For negative impacts, how easy it is to put

the impact right

• The likelihood of the impact occurring, considering

mitigation of negative impacts and/or contribution to positive

impacts from the wider operating context (e.g. laws,

regulations, social customs) and our actions and processes.

Our financial materiality (the impact that the environment

and society has on our financial performance) considered

the magnitude of the impact and the likelihood of the

impact occurring.

The diagram below illustrates how we assessed IROs as part of the DMA.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Sustainability matters |  |  |  | Positive |  | Actual |  | Severity = Scale x Scope |  | x likelihood |
|  | Impact materiality |  |  | Potential/future |  |  |
|  |  |  |  |  |  |  |  |  |
|  |  | Negative |  | Actual |  | Severity = (Scale x Scope)  + irremediability |  | x likelihood |
|  |  |  |  | Potential/future |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  | Opportunities |  | Magnitude | | |  | x likelihood |
|  | Financial materiality |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  |  | Risks |  | Magnitude | | |  | x likelihood |
|  |  |  |  |  |

![]()

Surveys: The survey results were gathered from 64 employees, capturing their perceptions of our influence and impact. This

provided valuable insights into sustainability-related topics within our business and helped validate findings from other sources.

The results were for internal use only and did not identify any material issues related to IROs.

1 The threshold of four, is a half-point higher than a 'moderate impact' in the context of the high scores recorded across all inputs.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |
| --- | --- |
|  |  |
| 3. | Results analysis |

To ensure objectivity and robustness in our outward impact assessment, a differentiated weighting approach was applied to input

sources. A weighting of five was assigned to the external third-party adviser, reflecting their specialist expertise, impartiality and

sectoral benchmarking capability. A weighting of three was allocated to the Investec core team to acknowledge internal insights

while recognising that sustainability impact assessments are still an evolving area of expertise within the organisation. Interviews

were weighted at two to limit the risk of institutional bias.

For the financial materiality assessment, a weighting of two was assigned to the Investec core team, recognising their direct insight

into the Bank’s financial performance, risk exposure and strategic priorities. Stakeholder interviews were weighted at one, as these

inputs were considered less informed about internal financial metrics and risk-return implications. The external third-party adviser

was not included in the financial impact weighting due to their limited institutional knowledge of Investec’s financial structures,

performance drivers and operational context.

The weighting applied to the assessments is shown below:

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Impact materiality | | |  |  | Financial  materiality |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Impact  assessments |  | 1. Third-party  adviser  Weighting: 5 |  | 2. Investec  core team  Weighting: 3 |  |  | 4. Investec  core team  Weighting: 2 |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Interviews |  | 3. Stakeholder  interviews  Weighting: 2 |  |  |  |  | 5. Stakeholder  interviews  Weighting: 1 |  | 6. Employee survey  The survey gathered employee perceptions regarding our  impact and influence. These results were informative and  were utilised to review and challenge the draft matrix. |  |
|  |  |  |  |  |  |  |  |  |  |  |  |

The scoring outcomes were analysed and calibrated as necessary. This process involved data analysis conducted by our third-

party adviser, as well as assessments performed by the Investec core team.

Defining our materiality threshold

A materiality threshold is required by the ESRS disclosure

requirements to determine which topics are material for

reporting purposes. The threshold indicates topics that are

currently impactful, although we also consider emerging topics.

The results were plotted on a materiality matrix, and a threshold

of 4 1 (out of 5) was applied to determine a threshold for

reporting purposes. While a threshold is required by CSRD, it

is not prescriptive in how this is set. For both outward and

financial impact, a score of 4 represents a significant impact.

We recognise that topics can shift over time as the external

context and IBP’s approach changes. Therefore, we will refresh

our materiality assessment every two years to determine

whether any topics have crossed, or fallen below, the threshold

of materiality. As a result, any topic above this threshold is

deemed material.

Calibrating outcomes, manual adjustments and validation

IBP Executives and the DLC SEC approved the industry-

relevant topics identified by the Investec core team, including

those deemed not applicable to the financial sector.

After the initial scoring of the IROs, a calibration process was

conducted to ensure alignment with IBP’s strategic context and

stakeholder relevance. This process involved manual

adjustments of certain outcomes where the initial scoring did

not fully reflect material dynamics. Notably, although financed

emissions initially scored below the materiality threshold, the

topic was elevated in recognition of its long-term systemic

relevance, regulatory momentum and alignment with IBP’s

climate strategy.

Data privacy, cyber security, corporate culture, protection of

whistleblowers and, corruption and bribery were reclassified

from financial opportunities to financial risks. This decision

reflected the increasing regulatory scrutiny, reputational

exposure, and operational consequences associated with

ethical lapses, which can outweigh any perceived benefit.

These calibrations were guided by a precautionary principle,

ensuring that the final outcomes considered both current risk

exposure and the evolving expectations of regulators, investors

and broader society.

The final IROs, which incorporated the calibration and manual

adjustments, were presented to the executive leadership and

communicated to various Executive and Board committees and

approved by the DLC SEC.

Integration of sustainability-related risks into risk

management processes

Sustainability risk is managed as a principal risk within IBP (refer

to page [48](#i1ebf2cc78d4140be8d60283bd3bbd63e_1-1-1-2-2674208)). This risk is defined as the risk that our lending and

investing activities give rise to unintended climate,

environmental, social and economic consequences. We regard

sustainability risk as equally significant as traditional risks,

including credit, operational and market risks. By assessing

sustainability risks alongside these conventional risks, we can

identify potential financial and reputational impacts on our

business.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

We have a holistic approach to sustainability, and support the

precautionary approach to sustainability management, guided

by industry best practices regarding the responsibilities of the

financial sector in financing and investing transactions. This

approach goes beyond recognising our own footprint on the

environment and is based on a broader responsibility to the

environment and society. We recognise the complexity and

urgency of climate change and are committed to supporting the

transition to a clean and energy-efficient world while preserving

our planet and the wellbeing of our people. Our commitment to

human rights and support for internationally recognised

principles, guidelines and voluntary sustainability standards are

tightly integrated into our credit decision-making process and

considers the important aspects of each geography in which

we operate.

The outcomes of our DMA align closely with the material IROs

that IBP already manage. This gives comfort that the insights

from the DMA are fully integrated into our enterprise risk

management frameworks and business activities.

Reporting on material IROs

Non-material topics

The following topics were not deemed material. Given our role as a financial services provider, with a business model centred on

banking and wealth management, we have not screened our lending and investing activities to identify actual and potential IROs

relating to E2 – Pollution, E5 – Resource use and circular economy, and S2 – Workers in the value chain. Furthermore, topics relating

to E3 – Water and marine, E4 – Biodiversity and ecosystems, and S3 – Affected communities did not cross our materiality threshold.

These topics will be reassessed for relevance during our next scheduled DMA process. The table below shows the topics that were

excluded.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Non-material topic | | Reason for exclusion |
| E | ESRS E2 – Pollution | During the horizon scan, pollution was not identified as a relevant topic for the financial  services industry and was therefore excluded from the shortlist of topics |
| ESRS E3 – Water and marine  resources | Water and marine resources did not cross our materiality threshold |
| ESRS E4 – Biodiversity and  ecosystems | Biodiversity and ecosystems did not cross our materiality threshold |
| ESRS E5 – Circular economy | During the horizon scan, circular economy was not identified as a relevant topic for the  financial services industry and was therefore excluded from the shortlist of topics |
| S | ESRS S2 – Workers in the value  chain | Workers in the value chain was omitted because the topic was not deemed relevant to IBP  due to its activities in financial services |
| ESRS S3 – Affected communities | Affected communities did not cross our materiality threshold |

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Material IROs

The table below presents an overview of the material IROs identified in our DMA. Each IRO is accompanied by an indication of

where these elements are situated within our value chain and how they affect our business model. Additionally, the relevant time

horizons are included. It is important to note that we found the outcomes of the impacts to be predominantly positive. This may be

attributed to the DMA process being new and not fully understood by our stakeholders initially, and that risk mitigation measures

were considered during the impact assessment process. IBP is committed to enhancing stakeholder understanding as the

integration of environmental, social and governance (ESG) considerations into business practices evolves. IBP remains committed

to review the IROs annually for any material changes and conduct a robust DMA every two years that effectively addresses our key

sustainability matters.

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Time  horizon | | | Value  chain | | |  |
| Material  topic | | | | IRO type | Material IROs | | | | Short term | Medium term | Long term | Upstream | Own operations | Downstream | Affected business  model |
| E | | [ESRS E1](#id692d188e16a4d9a8634dec099e88221_76)  Climate  change | | PI | Climate change mitigation:  Energy transition finance activities | | | | √ | √ | √ |  |  | √ | • Private Client  Banking activities  • Corporate and  Investment Banking  activities |
|  |  | | | |  |  |  |  |  |  |
| FR | Climate change mitigation:  Financed emissions  Climate change mitigation: Fossil fuel financing | | | | √ | √ | √ |  |  | √ |
|  |  | | | |  |  |  |  |  |  |
| FO | Climate change mitigation: Energy transition finance | | | |  | √ | √ |  |  | √ |
|  | | | | | | | | | | | | | | | |
| S | | [ESRS S1](#ie588ca37b98f4c428b70390c95ba5a4c_104)  Our  people | | PI | Working conditions:  Employee rights  Equal treatment and opportunities for all:  Diversity  Entity specific:  Employee mental health and wellbeing | | | | √ | √ | √ |  | √ |  | • Own operations |
|  |  | | | |  |  |  |  |  |  |
| FR | Working conditions:  Employee remuneration | | | | √ | √ | √ |  | √ |  |
|  |  | | | |  |  |  |  |  |  |
| FO | Working conditions:  Employee rights  Equal treatment and opportunities for all: Diversity  Entity specific:  Employee mental health and wellbeing | | | | √ | √ | √ |  | √ |  |
|  |  |  | | | | |  |  |  |  |  |  |  |
| [ESRS S4](#i13a712e9cf754173b39d1d43c119468c_19874)  Our  clients | | FR | Information-related impacts: Data privacy  Entity specific: Cyber security | | | | √ | √ | √ |  |  | √ | • Private Client  Banking activities  • Corporate and  Investment Banking  activities |
|  | | | | |  |  |  |  |  |  |
| FO | Information-related impacts: Client engagement and marketing | | | | √ | √ | √ |  |  | √ |
|  | | | | | | | | | | | | | | | |
| G | | [ESRS G1](#i408f7569c095494f86a844396a50e338_18293)  Business  conduct | | PI | Entity specific: Regulatory and legal compliance | | | | √ | √ | √ |  | √ | √ | • Own operations |
|  | | | | |  |  |  |  |  |  |
| FR | Business conduct:  Corporate culture  Business conduct: Protection of whistleblowers  Business conduct: Corruption and bribery | | | | √ | √ | √ | √ | √ | √ |
|  | | | | |  |  |  |  |  |  |
| FO | Entity specific:  Transparency and disclosure  Entity specific:  Regulatory and legal compliance | | | | √ | √ | √ |  | √ | √ |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Key | | | |  |  |  |  |  |  |  |  |  |  |  |
|  | NI | Negative impact | | | FO | Financial opportunity |  |  |  |  |  |  |  |  |  |
|  | PI | Positive impact | | | FR | Financial risk |  |  |  |  |  |  |  |  |  |

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Summary of material IROs

The outcome from our DMA highlighted material IROs as

identified by our stakeholders.

From an environmental perspective, our stakeholders

identified our impact on climate change as material, focusing on

financial risk from financed emissions and fossil fuel financing,

and the opportunities within energy transition finance in our

downstream value chain. We recognise that our commitment to

reducing our financed emissions is essential not only for

compliance but also for enhancing our competitive advantage

in a rapidly evolving market. We have calculated and disclosed

our Scope 3 financed emissions from our lending and investing

activities, covering 59% of the IBP loan book. Furthermore, we

have leveraged our Sustainable and Transition Finance

Framework to guide our commercial activities within its scope,

aiming to achieve our target of facilitating £14.9 billion of

sustainable and transition finance by 2030 for the Bank. This

allows us to remain committed to our sustainability goals while

maintaining our core business objectives. Further information

can be found in [E1 – Climate change](#id692d188e16a4d9a8634dec099e88221_76)[.](#id692d188e16a4d9a8634dec099e88221_76)

Regarding social matters, our stakeholders identified our

impact on our employees, particularly in relation to

safeguarding employee rights, diversity and employee mental

health and wellbeing as material and a potential financial risk

associated with employee remuneration. To mitigate this

financial risk, we ensure that our employees’ remuneration

aligns with local regulations and is reflective of their

performance and contribution. We pay above the minimum

living wage. Our diversity and inclusion framework aims to

create a sense of belonging for all employees. We have

exceeded our targets regarding representation of women on

both the IBP Board and within senior management (as outlined

in the Women in Finance Charter). Furthermore, aligned to our

core value of care and concern for employees, we offer

employees a comprehensive wellbeing programme which

focuses on physical, mental and financial health.

Regarding diversity, equity and inclusion, our Board consists of

40% women, in line with our target of 40.0%. Our consultative

forum, chaired by members of relevant management teams,

remains dedicated to increasing the representation of

underrepresented groups in strategic decision-making. Further

information can be found in [S1 – Our people](#ie588ca37b98f4c428b70390c95ba5a4c_104).

Moreover, our stakeholders identified a potential financial

opportunity regarding client engagement and marketing. We

recognise the significance of engagement through transparent

client interactions and marketing practices and will continue to

enhance our framework where we identify vulnerabilities. Our

Client Communications and Financial Promotions Policy ensures

that accurate and transparent information is communicated to

our clients.

Furthermore, we prioritise data privacy and cyber security in all

our operations and regularly review and test our security

measures for any vulnerabilities.

As a relationship-driven bank, client trust and engagement are

foundational to our success. This trust is built not only through

personalised and responsible marketing but also through our

commitment to protecting client data and ensuring robust

cyber security. These practices are embedded into our digital

service offerings and client interaction channels, supporting

both innovation and resilience. Strong data governance and

security enable us to deliver tailored client experiences while

safeguarding sensitive information, thereby reducing

reputational and regulatory risk. These efforts align with our

strategy by reinforcing client-centricity, maintaining

stakeholder confidence and unlocking opportunities for

sustainable value creation across our business activities.

Further information can be found in [S4 – Our clients](#i13a712e9cf754173b39d1d43c119468c_19874).

From a governance perspective, our stakeholders identified

our governance around business conduct, particularly

corporate culture, protection of whistleblowers, and, corruption

and bribery, as material. These matters pose a financial risk for

IBP due to the reputational, legal and regulatory consequences

associated with ethical misconduct. Failures in these areas can

lead to fines, litigation, loss of client trust and exclusion from

key markets, all of which can materially impact financial

performance and long-term value creation. To mitigate this risk,

our commitment to sound corporate governance is deeply

ingrained in our values, culture, processes and organisational

structure. We firmly believe in upholding integrity at all levels,

with our directors and employees consistently demonstrating

uncompromising moral strength.

Furthermore, our stakeholders identified transparency and

disclosure, and regulatory and legal compliance as a financial

opportunity, recognising that early and credible alignment with

emerging sustainability regulations enhances our access to

responsible capital, strengthens investor confidence and

supports long-term value creation. Furthermore, adhering to

regulations can enhance our reputation and build trust with our

stakeholders, including our clients, investors and partners. This

trust can lead to increased customer loyalty, a stronger brand

image and the potential for higher revenue. Demonstrating

leadership in compliance also positions us favourably in a

market increasingly shaped by sustainability-driven risk

assessments and investment criteria.

To date, there have been no changes to our business model,

value chain, strategy or decision-making concerning the

material IROs identified through the DMA. Sustainability

continues to be a core aspect of our business, and we remain

mindful of the impact our commercial activities may have on

broader society and the planet.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

The table below presents a summary of the IROs classified as material, important and informative. As we evaluate the anticipated

impacts of our material IROs, we will continue to explore effective ways to monitor and respond to these effects.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Sustainability matters | |  | Impact  materiality |  | Financial  materiality |  |  | Link to sustainability  strategy and impact SDGs |
| E1 – Climate change | |  |  |  |  |  |  | Climate action  13 climate action.png |
| E2 – Pollution | |  |  |  |  |  |  |
| E3 – Water and marine resources | |  |  |  |  |  |  |
| E4 – Biodiversity and ecosystems | |  |  |  |  |  |  |
| E5 – Resource use and circular economy | |  |  |  |  |  |  |
| S1 – Own workforce (Our people) | |  |  |  |  |  |  | Reduced inequalities  SDG10.svg |
| S2 – Workers in the value chain | |  |  |  |  |  |  |
| S3 – Affected communities | |  |  |  |  |  |  |
| S4 – Consumers and end-users (Our clients) | |  |  |  |  |  |  |
| G1 – Business conduct | |  |  |  |  |  |  | Sustainability governance |
|  |  |  |  |  |  |  |  |  |
| Key: |  |  |  |  |  |  |  |  |
| Material topics |  |  |  |  |  |  |  |  |
| Important topics |  |  |  |  |  |  |  |  |
| Informative topics |  |  |  |  |  |  |  |  |

The topics related to E2 – Pollution, E5 – Resource use and circular economy, and S2 – Workers in the value chain were excluded

from the industry-relevant topic shortlist due to our role as a financial services provider. Our business model is centred on banking

and wealth management, rather than on sectors such as industrial, manufacturing or extraction, where direct pollution risks, circular

economy impacts and impacts on workers in the value chain are more pronounced. We consider these topics to be informative.

Additionally, the topics associated with E3 – Water and marine resources, E4 – Biodiversity and ecosystems, and S3: Affected

communities did not meet our materiality threshold, however, we recognise them as important areas of focus.

2  Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector

(Sustainable Finance Disclosures Regulation) (OJ L 317, 9.12.2019, p. 1).

3  Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms

and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation “CRR”) (OJ L 176, 27.6.2013, p. 1).

4  Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts

or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1).

5  Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending

Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) (OJ L 243, 9.7.2021, p. 1).

6 Refer to our material IROs identified in the ESRS Appendix [here](#i447e4d363cd344738300acdd42f0e3a0_3035).

7  Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards

the explanation in the benchmark statement of how ESG factors are reflected in each benchmark provided and published (OJ L 406, 3.12.2020, p. 1).

8  Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022 amending the implementing technical standards laid down in Implementing Regulation

(EU) 2021/637 as regards the disclosure of ESG risks (OJ L 324,19.12.2022, p. 1).

9  Commission Delegated Regulation (EU) 2020/1818 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards

minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJ L 406, 3.12.2020, p. 17).

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#### Data points that derive from other EU legislation

The table below illustrates the data points in ESRS 2 and topical ESRS that derive from other EU legislation.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Disclosure Requirement and  related data point | SFDR reference  2 | Pillar 3 reference  3 | Benchmark Regulation  reference  4 | EU Climate Law  reference  5 | Material/not  material 6 | Page ref |
| ESRS 2 GOV-1 – Board's gender  diversity (par 21.d) | Indicator 13 Table #1 of  Annex 1 |  | Commission Delegated  Regulation (EU) 2020/1816  Annex II 7 |  | Material | [297](#i118dad0ceb4f4298bf840dcaa1b17113_501048) |
| ESRS 2 GOV-1 – Percentage of  Board members who are  independent (par 21.e) |  |  | Delegated Regulation (EU)  2020/1816, Annex II |  | Material | [297](#i118dad0ceb4f4298bf840dcaa1b17113_501048) |
| ESRS 2 GOV-4 – Statement on  due diligence (par 30) | Indicator 10 Table #3  of Annex 1 |  |  |  | Material | [305](#i118dad0ceb4f4298bf840dcaa1b17113_61601) |
| ESRS 2 SBM-1 – Involvement in  activities related to fossil fuel  activities (par 40.d i) | Indicator 4 Table #1 of  Annex 1 | Article 449a Regulation (EU) No  575/2013; Commission  Implementing Regulation (EU)  2022/2453 Table 1: Qualitative  information on Environmental risk  and Table 2: Qualitative  information on Social risk 8 | Delegated Regulation (EU)  2020/1816, Annex II |  | Material | [325](#id692d188e16a4d9a8634dec099e88221_675418) |
| ESRS 2 SBM-1 – Involvement in  activities related to chemical  production (par 40.d ii) | Indicator 9 Table #2 of  Annex 1 |  | Delegated Regulation (EU)  2020/1816, Annex II |  | Not material |  |
| ESRS 2 SBM-1 – Involvement in  activities related to  controversial weapons (par 40.d  iii) | Indicator 14 Table #1 of  Annex 1 |  | Delegated Regulation (EU)  2020/1818, Article 12(1)  Delegated Regulation (EU)  2020/1816, Annex II  9 |  | Not material |  |
| ESRS 2 SBM-1 – Involvement in  activities related to cultivation  and production of tobacco (par  40.d iv) |  |  | Delegated Regulation (EU)  2020/1818, Article 12(1)  Delegated Regulation (EU)  2020/1816, Annex II |  | Not material |  |
| ESRS E1-1 – Transition plan to  reach climate neutrality by 2050  (par 14) |  |  |  | Regulation (EU)  2021/1119, Article  2(1) | Material | [321](#id692d188e16a4d9a8634dec099e88221_623480) |
| ESRS E1-1 – Undertakings  excluded from Paris-aligned  Benchmarks (par 16.g) |  | Article 449a Regulation (EU) No  575/2013; Commission  Implementing Regulation  (EU) 2022/2453 Template 1:  Banking book – Climate Change  transition risk: Credit quality of  exposures by sector, emissions  and residual maturity | Delegated Regulation (EU)  2020/1818, Article12.1 (d) to  (g), and Article 12.2 |  | Material | [321](#id692d188e16a4d9a8634dec099e88221_623480) |
| ESRS E1-4 – GHG emission  reduction targets (par 34) | Indicator 4 Table #2 of  Annex 1 | Article 449a Regulation (EU) No  575/2013; Commission  Implementing Regulation  (EU) 2022/2453 Template 3:  Banking book – Climate change  transition risk: alignment metrics | Delegated Regulation (EU)  2020/1818, Article 6 |  | Material for  Scope 3  finance  emissions  only | [324](#id692d188e16a4d9a8634dec099e88221_667913) |
| ESRS E1-5 – Energy  consumption from fossil sources  disaggregated by sources (only  high climate impact sectors)  (par 38) | Indicator 5 Table #1  and Indicator 5 Table  #2 of Annex 1 |  |  |  | Not material |  |
| ESRS E1-5 – Energy  consumption and mix (par 37) | Indicator 5 Table #1 of  Annex 1 |  |  |  | Not material |  |
| ESRS E1-5 – Energy intensity  associated with activities in high  climate impact sectors (par 40  to 43) | Indicator 6 Table #1 of  Annex 1 |  |  |  | Not material |  |

10  Investec Bank plc deems this metric not relevant to credit institutions. We do disclose the Economic Emission Intensity metric as recommended by PCAF, see our

financed emissions tables.

11 IBP has opted for a phased-in approach

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Disclosure Requirement and  related data point | SFDR reference  2 | Pillar 3 reference  3 | Benchmark Regulation  reference  4 | EU Climate Law  reference  5 | Material/not  material 6 | Page ref |
| ESRS E1-6 – Gross Scope 1, 2, 3  and Total GHG emissions (par  44) | Indicator 1 and 2 Table  #1 of Annex 1 | Article 449a; Regulation (EU) No  575/2013; Commission  Implementing Regulation  (EU) 2022/2453 Template 1:  Banking book – Climate change  transition risk: Credit quality of  exposures by sector, emissions  and residual maturity | Delegated Regulation (EU)  2020/1818, Article 5(1), 6  and 8(1) |  | Material | [324](#id692d188e16a4d9a8634dec099e88221_624280) |
| ESRS E1-6 – Gross GHG  emissions intensity (par 53 to  55) | Indicator 3 Table #1 of  Annex 1 | Article 449a Regulation (EU) No  575/2013; Commission  Implementing Regulation (EU)  2022/2453 Template 3: Banking  book – Climate change transition  risk: alignment metrics | Delegated Regulation (EU)  2020/1818, Article 8(1) |  | Not  material  10 |  |
| ESRS E1-7 – GHG removals and  carbon credits (par 56) |  |  |  | Regulation (EU)  2021/1119, Article  2(1) | Not material |  |
| ESRS E1-9 – Exposure of the  benchmark portfolio to climate-  related physical risks (par 66) 11 |  |  | Delegated Regulation (EU)  2020/1818, Annex II  Delegated Regulation (EU)  2020/1816, Annex II |  | Material | [326](#id692d188e16a4d9a8634dec099e88221_675419) |
| ESRS E1-9 – Disaggregation of  monetary amounts by acute and  chronic physical risk (par 66.a) 11  ESRS E1-9 – Location of  significant assets at material  physical risk (par 66.c)11 |  | Article 449a Regulation (EU) No  575/2013; Commission  Implementing Regulation (EU)  2022/2453 paragraphs 46  and 47; Template 5: Banking  book – Climate change physical  risk: Exposures subject to  physical risk |  |  | Not material |  |
| ESRS E1-9 – Breakdown of the  carrying value of its real estate  assets by energy-efficiency  classes (par 67.c)11 |  | Article 449a Regulation (EU) No  575/2013; Commission  Implementing Regulation  (EU) 2022/2453 paragraph 34;  Template 2:Banking book –  Climate change transition risk:  Loans collateralised by  immovable property – Energy  efficiency of the collateral |  |  | Not material |  |
| ESRS E1-9 – Degree of  exposure of the portfolio to  climate- related opportunities  (par 69)11 |  |  | Delegated Regulation (EU)  2020/1818, Annex II |  | Not material |  |
| ESRS E2-4 – Amount of each  pollutant listed in Annex II of the  E-PRTR Regulation (European  Pollutant Release and Transfer  Register) emitted to air, water  and soil (par 28) | Indicator 8 Table #1  Indicator 2 Table #2  Indicator 1 Table #2  Indicator 3 Table #2  of Annex 1 |  |  |  | Not material |  |
| ESRS E3-1 – Water and marine  resources (par 9) | Indicator 7 Table #2 of  Annex 1 |  |  |  | Not material |  |
| ESRS E3-1 – Dedicated policy  (par 13) | Indicator 8 Table 2 of  Annex 1 |  |  |  | Not material |  |
| ESRS E3-1 – Sustainable oceans  and seas (par 14) | Indicator 12 Table #2  of Annex 1 |  |  |  | Not material |  |
| ESRS E3-4 – Total water  recycled and reused (par 28.c) | Indicator 6.2 Table #2  of Annex 1 |  |  |  | Not material |  |
| ESRS E3-4 – Total water  consumption in m 3 per net  revenue on own operations  (par 29) | Indicator 6.1 Table #2  of Annex 1 |  |  |  | Not material |  |

12  Investec Bank plc deems this metric not relevant to credit institutions. We do disclose our policies for S1 – Our people in the topic standards for S1.

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| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Disclosure Requirement and  related data point | SFDR reference  2 | Pillar 3 reference  3 | Benchmark Regulation  reference  4 | EU Climate Law  reference  5 | Material/not  material 6 | Page ref |
| ESRS 2 IRO 1 – E4 (par 16.a i) | Indicator 7 Table #1 of  Annex 1 |  |  |  | Not material |  |
| ESRS 2 IRO 1 – E4 (par 16.b) | Indicator 10 Table #2  of Annex 1 |  |  |  | Not material |  |
| ESRS 2 IRO 1 – E4 (par 16.c) | Indicator 14 Table #2  of Annex 1 |  |  |  | Not material |  |
| ESRS E4-2 – Sustainable land/  agriculture practices or policies  (par 24.b) | Indicator 11 Table #2 of  Annex 1 |  |  |  | Not material |  |
| ESRS E4-2 – Sustainable  oceans/seas practices or  policies (par 24.c) | Indicator 12 Table #2  of Annex 1 |  |  |  | Not material |  |
| ESRS E4-2 – Policies to address  deforestation (par 24.d) | Indicator 15 Table #2  of Annex 1 |  |  |  | Not material |  |
| ESRS E5-5 – Non-recycled  waste (par 37.d) | Indicator 13 Table #2  of Annex 1 |  |  |  | Not material |  |
| ESRS E5-5 – Hazardous waste  and radioactive waste (par 39) | Indicator 9 Table #1 of  Annex 1 |  |  |  | Not material |  |
| ESRS 2 SBM3-S1 – Risk of  incidents of forced labour  (par 14.f) | Indicator 13 Table #3  of Annex I |  |  |  | Not  material  12 |  |
| ESRS 2 SBM3-S1 – Risk of  incidents of child labour (par  14.g) | Indicator 12 Table #3  of Annex I |  |  |  | Not material2 |  |
| ESRS S1-1 – Human rights policy  commitments (par 20) | Indicator 9 Table #3  Indicator 11 Table #1  of Annex I |  |  |  | Material | [338](#ie588ca37b98f4c428b70390c95ba5a4c_618742) |
| ESRS S1-1 – Due diligence  policies on issues addressed by  the fundamental International  Labor Organisation Conventions  1 to 8 (par 21) |  |  | Delegated Regulation (EU)  2020/1816, Annex II |  | Material | [338](#ie588ca37b98f4c428b70390c95ba5a4c_618742) |
| ESRS S1-1 – Processes and  measures for preventing  trafficking in human beings  (par 22) | Indicator 11 Table #3 of  Annex I |  |  |  | Not material2 |  |
| ESRS S1-1 – Workplace accident  prevention policy or  management system (par 23) | Indicator 1 Table #3 of  Annex I |  |  |  | Not material |  |
| ESRS S1-3 – Grievance/  complaints handling  mechanisms (par 32.c) | Indicator 5 Table #3 of  Annex I |  |  |  | Material | [343](#ie588ca37b98f4c428b70390c95ba5a4c_663699) |
| ESRS S1-14 – Number of  fatalities and number and rate  of work- related accidents  (par 88.b,c) | Indicator 2 Table #3 of  Annex I |  | Delegated Regulation (EU)  2020/1816, Annex II |  | Not material |  |
| ESRS S1-14 – Number of days  lost to injuries, accidents,  fatalities or illness (par 88.e) | Indicator 3 Table #3 of  Annex I |  |  |  | Not material |  |
| ESRS S1-16 – Unadjusted  gender pay gap (par 97.a) | Indicator 12 Table #1 of  Annex I |  | Delegated Regulation (EU)  2020/1816, Annex II |  | Material | [340](#ie588ca37b98f4c428b70390c95ba5a4c_663700) |
| ESRS S1-16 – Excessive CEO  pay ratio (par 97.b) | Indicator 8 Table #3 of  Annex I |  |  |  | Material | [340](#ie588ca37b98f4c428b70390c95ba5a4c_663700) |

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Disclosure Requirement and  related data point | SFDR reference  2 | Pillar 3 reference  3 | Benchmark Regulation  reference  4 | EU Climate Law  reference  5 | Material/not  material 6 | Page ref |
| ESRS S1-17 – Incidents of  discrimination (par 103.a) | Indicator 7 Table #3 of  Annex I |  |  |  | Material | [338](#ie588ca37b98f4c428b70390c95ba5a4c_355543) |
| ESRS S1-17 – Non-respect of  UNGPs on Business and Human  Rights and OECD (par 104.a) | Indicator 10 Table #1  Indicator 14 Table #3  of Annex I |  | Delegated Regulation (EU)  2020/1816, Annex II  Delegated Regulation (EU)  2020/1818 Art 12 (1) |  | Material | [338](#ie588ca37b98f4c428b70390c95ba5a4c_618742) |
| ESRS 2 SBM3-S2 – Significant  risk of child labour or forced  labour in the value chain (par  11.b) | Indicator 12 and 13  Table #3 of Annex I |  |  |  | Not material |  |
| ESRS S2-1 – Human rights  policy commitments (par 17) | Indicator 9 Table #3  Indicator 11 Table #1  of Annex 1 |  |  |  | Not material |  |
| ESRS S2-1 – Policies related to  value chain workers (par 18) | Indicator 11 and 4  Table #3 of Annex 1 |  |  |  | Not material |  |
| ESRS S2-1 – Non-respect of  UNGPs on Business and Human  Rights principles and OECD  guidelines (par 19) | Indicator 10 Table #1 of  Annex 1 |  | Delegated Regulation (EU)  2020/1816, Annex II  Delegated Regulation (EU)  2020/1818, Art 12 (1) |  | Not material |  |
| ESRS S2-1 – Due diligence  policies on issues addressed by  the fundamental International  Labor Organisation Conventions  1 to 8 (par 19) |  |  | Delegated Regulation (EU)  2020/1816, Annex II |  | Not material |  |
| ESRS S2-4 – Human rights  issues and incidents connected  to its upstream and downstream  value chain (par 36) | Indicator 14 Table #3  of Annex 1 |  |  |  | Not material |  |
| ESRS S3-1 – Human rights  policy commitments (par 16) | Indicator 9 Table #3  Indicator 11 Table #1  of Annex 1 |  |  |  | Not material |  |
| ESRS S3-1 – Non-respect of  UNGPs on Business and Human  Rights, ILO principles or and  OECD guidelines (par 17) | Indicator 10 Table #1  Annex 1 |  | Delegated Regulation (EU)  2020/1816, Annex II  Delegated Regulation (EU)  2020/1818, Art 12 (1) |  | Not material |  |
| ESRS S3-4 – Human rights  issues and incidents (par 36) | Indicator 14 Table #3  of Annex 1 |  |  |  | Not material |  |
| ESRS S4-1 – Policies related to  consumers and end-users (par  16) | Indicator 9 Table #3  Indicator 11 Table #1 of  Annex 1 |  |  |  | Material | [344](#i13a712e9cf754173b39d1d43c119468c_291502) |
| ESRS S4-1 – Non-respect of  UNGPs on Business and Human  Rights and OECD guidelines  (par 17) | Indicator 10 Table #1 of  Annex 1 |  | Delegated Regulation (EU)  2020/1816, Annex II  Delegated Regulation (EU)  2020/1818, Art 12 (1) |  | Material | [345](#i13a712e9cf754173b39d1d43c119468c_19786) |
| ESRS S4-4 – Human rights  issues and incidents (par 35) | Indicator 14 Table #3  of Annex 1 |  |  |  | Material | [345](#i13a712e9cf754173b39d1d43c119468c_19786) |
| ESRS G1-1 – United Nations  Convention against Corruption  (par 10.b) | Indicator 15 Table #3  of Annex 1 |  |  |  | Material | [349](#i408f7569c095494f86a844396a50e338_18293) |
| ESRS G1-1 – Protection of  whistleblowers (par 10.d) | Indicator 6 Table #3 of  Annex 1 |  |  |  | Material | [351](#i408f7569c095494f86a844396a50e338_15913) |
| ESRS G1-4 – Fines for violation  of anti-corruption and anti-  bribery laws (pa 24.a) | Indicator 17 Table #3  of Annex 1 |  | Delegated Regulation (EU)  2020/1816, Annex II) |  | Material | [354](#i408f7569c095494f86a844396a50e338_158948) |
| ESRS G1-4 – Standards of anti-  corruption and anti-bribery (par  24.b) | Indicator 16 Table #3  of Annex 1 |  |  |  | Material | [354](#i408f7569c095494f86a844396a50e338_158948) |

13  Net zero commitment by 2050: A pledge to reduce greenhouse gas (GHG) emissions across all scopes (1, 2, and 3) to as close to zero as possible by 2050, with any

remaining emissions balanced by removing an equivalent amount from the atmosphere. This commitment aligns with the goals of the Paris Agreement to limit global

warming to well below 2°C, and preferably to 1.5°C, above pre-industrial levels

14  <https://www.un.org/en/climatechange/paris-agreement>

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

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|  |

#### Climate change

#### Transition plan for climate change

#### mitigation

IBP is currently developing a transition plan around our existing

climate-related strategy and commitments, which we expect to

complete and adopt in the next three years.

Our transition plan will be based on our ambition to achieve net

zero by 2050, and utilise the guidance set out by the Transition

Plan Taskforce as endorsed by the International Sustainability

Standards Board (ISSB). We will consider the complexities of

our business in the context of climate change. Additionally, we

recognise the clear connection between climate change and

nature-based ecosystem loss, as well as the impact of our

activities on maintaining healthy and resilient ecosystems. In

establishing our transition plan, we will use three channels of

impact as our foundation:

1. Meeting our fossil fuel exposure commitments: aligned to the

double materiality matter identified – climate change

mitigation (fossil fuel financing)

2. Driving sustainable and transition finance activities: aligned

to the double materiality matter identified – climate change

mitigation (energy transition finance)

3. Influencing and advocating for our clients and suppliers to

effectively pursue decarbonisation: aligned to the double

material matter identified – climate change mitigation

(financed emissions). As part of our transition plan, we will

develop a comprehensive client engagement strategy that

aligns with our sustainability objectives. We will draw on

insights from best practice publications to ensure effective

communication and collaboration with our clients.

#### Material IROs relating to climate change

We acknowledge that climate change is material and poses

significant risks and opportunities, including its ability to

generate value for stakeholders over time. We recognise and

support the aims of the Paris Agreement goals and are

committed to achieving net-zero emissions by 2050 13, taking

into account the complexities of the business in relation to

climate change. Additionally, we acknowledge the clear link

between climate change and ecosystem loss, and our impact

through our activities on healthy and resilient ecosystems.

The main challenges we face include navigating the

complexities of climate risks, adapting to regulatory changes,

and balancing economic growth with sustainability objectives.

We are committed to enhancing our climate risk management

and sustainability data capabilities, ensuring transparency in

our sustainability reporting and alignment with evolving

regulatory frameworks.

Emissions from IBP’s own operations represent a negligible

portion of the total emissions within IBP's value chain and have

thus been classified as immaterial. As a result, emissions from

our own operations are not included in this Sustainability

Statement. However, IBP continues to work on reducing

operational emissions and unavoidable residual emissions are

offset through the purchase of carbon credits from verified,

high quality and ethical carbon removal projects. Further

information on our operational emissions can be found in our

2025 Group sustainability report on our website.

During our DMA, we incorporated climate-specific factors to

evaluate IROs. On the risk side, we identified potential impacts

from stricter legislation, increased stakeholder and investor

expectations, competitive pressures to offer sustainable

financial products, shifts in consumer behaviour towards low-

carbon options, concerns about greenwashing, reputational

damage, and physical risks to our offices from climate events.

In terms of opportunities, we recognised benefits such as

improved resource efficiency, enhanced carbon footprint

management, innovation in low-emission products and

services, new market opportunities, leveraging our brand to

promote sustainability, increased investment in clean energy,

and expanding our sustainable finance offerings.

Specifically for financed emissions, the risks include regulatory

tightening, heightened scrutiny from stakeholders and

investors, reputational harm, challenges in accurately tracking

all financed emissions and incomplete emissions data from third

parties. These risks could negatively impact our social,

relationship, intellectual and financial capital, potentially

affecting our financial performance. However, addressing these

emissions presents opportunities to strengthen our

sustainability credentials, attract environmentally conscious

investors, improve operational efficiencies and develop new

revenue streams through sustainable finance products.

The following is an overview of the material IROs related to

climate change and how these factors link to our strategy and

business model. Climate change mitigation has been identified

as material for Private Client and Corporate Banking activities

within our value chain. Additionally, we recognise the

adaptation risks associated with our substantial real estate

portfolio, understanding that climate-related impacts such as

extreme weather events and rising sea levels could affect the

value and functionality of our property holdings however, the

impact on the value and functionality is immaterial.

Climate change mitigation refers to efforts to substantially

reduce global greenhouse gas (GHG) emissions to hold global

temperature increase to well below 2°C above pre-industrial

levels and pursue efforts to limit it to 1.5°C above pre-industrial

levels, recognising that this would significantly reduce the risks

and impacts of climate change 14.

The material IROs identified, energy transition finance, financed

emissions and fossil fuel exposures are treated as transition risk

within our lending and investing activities. These IROs

materialise through our lending and investing activities.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Climate change mitigation from energy transition finance activities presents a positive impact and financial opportunity, while our

financed emissions and fossil fuel financing presents financial risks for IBP as explained below.

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|  |  |  |  |  |  |  |
| ESRS E1: Climate change | | | |  | Value chain | Affected  business model |
| PI | Climate change mitigation:  • Energy transition finance activities:  financing and investment of a energy transition help  create healthier communities, foster economic growth, and contribute to environmental  preservation | | | | Downstream | • Private Client  Banking  activities  • Corporate  and  Investment  Banking  activities |
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| FR | Climate change mitigation:  • Financed emissions:  Increased carbon prices and stranded assets  • Fossil fuel financing: Risk of stranded assets | | | |
|  |  |  |  |  |
| FO | Climate change mitigation:  • Energy transition finance:  New markets and opportunities for new products, resulting in  positive revenues and financial performance | | | |
|  |  |  |  |  |  |  |
| Key | |  |  |  |  |  |
| NI | Negative impact | FO | Financial opportunity |  |  |  |
| PI | Positive impact | FR | Financial risk |  |  |  |

Positive impact associated with energy transition finance:

We recognise the significant positive impact that energy

transition finance can have on both environmental and social

aspects. By providing financial support for renewable energy

projects and initiatives aimed at reducing carbon emissions, we

contribute to the global effort to combat climate change and

promote a cleaner environment. This not only helps to mitigate

the adverse effects of traditional energy sources but also

fosters the development of sustainable infrastructure that

benefits communities. Furthermore, energy transition finance

can create job opportunities and stimulate local economies,

enhancing social wellbeing.

Opportunity associated with energy transition finance

lending: Our stakeholders identified sustainable and transition

finance lending as a financial opportunity from new markets

and products, resulting in positive revenues and financial

performance. In pursuit of our purpose to create enduring

worth, and as part of our commitment to reaching net zero by

2050, we announced our sustainable and transition finance

target to the market in May 2025, emphasising that this is one

of the key levers in our broader sustainability strategy. We

recognise that sustainable and transition finance alone will not

get us to net zero; it is one of several levers, including that of

influencing and advocating to drive meaningful progress in

decarbonising business activities and supporting a more

sustainable economy.

Financial risk associated with financed emissions and fossil

fuel financing: We are continuously exploring innovative ways

to reduce our Scope 3 financed emissions and remain

committed to advocating for climate action. Our approach is

collaborative, balancing our ambitions with regional regulations

and transition plans. It is important to understand that

reductions may not occur annually; rather, they will take place

over time as our business evolves and as the countries and

sectors implement their respective net-zero strategies.

Furthermore, we are committed to managing our fossil fuel

financing and have already achieved our goal of zero coal

exposure in our loan portfolio as of September 2024, well

ahead of the original target date of 31 March 2027. Additionally,

we manage our oil and gas exposures, with all transactions in

this sector undergoing thorough screening by the Group

sustainability team. If any concerns arise, the transaction is

presented to the IBP ERC, which will decide whether to

proceed, taking into account the context of the values and

guardrails established within the Bank.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

#### Policies related to climate change

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Topic and  sub-topic | Policies | Targets | Actions | Performance |
|  |  |  |  |  |
| Climate change  mitigation  Financed  emissions | Environmental  policy and  climate  change  statement | • No target set | • Improving the quality of our data inputs for  Scope 3 financed emissions  • Investing in the automation of Scope 3  financed emissions  • Expanded our scope to include all energy  lending activities (previously only power  generation was included) | • Enhanced data quality  • Financed emissions\*  at 31 March 2024 was  3.04 million tCO2e |
|  |  |  |  |  |
|  |  |  |  |  |
| Climate change  mitigation  Fossil fuel  financing | Fossil fuel  policy | • Zero coal exposure in  the IBP loan book by  31 March 2027  • Cease financing of new  oil and gas exploration,  extraction or production  projects directly,  regardless of jurisdiction,  from 1 January 2035 | • Reduce coal as a percentage of our loan  book to 0% by 2027  • Review of our fossil fuel policy every two  years | • IBP has no coal exposure in  their loan book since  September 2024  • Fossil fuel exposure as a  percentage of core loans and  advances at 31 March 2025  was 1.39% |
|  |  |  |  |  |
|  |  |  |  |  |
| Climate change  mitigation  Energy transition  finance | Sustainable  and  Transition  Finance  Classification  Framework | • Facilitate £14.9 billion of  sustainable and  transition finance by  2030 (measured in  Pound Sterling) | • Set sustainable and transition finance  targets to be reached by 2030 | • We published our enhanced  framework in May 2024 and  announced targets in May  2025 to facilitate £14.9 billion  of sustainable and transition  finance by 2030 |
|  |  |  |  |  |

\* Financed emissions calculated one year in arrears.

Financed emissions: Environmental policy and

climate change statement

The policy underscores our role in funding a sustainable

economy and promoting carbon reduction as central to our

climate change strategy. It states that we aim to reduce Scope

3 financed emissions by leveraging IBP’s expertise in advisory,

lending and investing to support clients' transition to a low-

carbon economy. The policy commits us to financing innovative

solutions that accelerate decarbonisation, actively measuring

and accounting for carbon emissions through participation in

initiatives like PCAF. Furthermore, the policy outlines that

environmental considerations are integrated into all lending and

investment decisions. Additionally, we adopt a cautious and

orderly approach to transitioning sectors critical to the

economy, such as energy, balancing financial, socio-economic

and environmental factors.

• Scope of the policy: The policy covers the Investec Group

which includes IBP. In addition to our own carbon footprint it

focus on measuring and reducing emissions in our value

chain relating to lending and investing activities

• Accountability: For the Bank, accountability for the

implementation lies with the Board. Any future targets set as

part of our transition plan will be approved by IBP ERC, IBP

BRCC and the Board. The Board will be accountable for

progress against these targets

• Publication status: This is a public policy last updated in

December 2023 with a review cycle of every two years. This

policy is on our [website here](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/Group-environmental-policy-and-cimate-change-statement.pdf).

Tracking the effectiveness of our policy

IBP monitors the effectiveness of its efforts to reduce Scope 3

emissions through regular progress updates to the DLC ESC.

Our reported Scope 3 emissions undergo a rigorous verification

and approval process involving individual business units, the

IBP Chief Risk Officer and the IBP ESC. The emissions data is

then presented to the DLC SEC through the annual reporting

sign off process for oversight. Additionally, our transition plan

will be developed using a bottom-up approach, incorporating

input and ownership from relevant business units through the

IBP SBF framework. We will track and report our progress

toward emissions reduction targets to the Board, the IBP BRCC,

the DLC ESC and the DLC SEC. This will ensure continuous

oversight of progress towards our forthcoming targets.

Actions and performance

Over the past year, we have made significant progress in

managing our financed emissions. By implementing stringent

data collection processes, we have enhanced the accuracy,

reliability and timeliness of our data inputs. This success was

driven by close collaboration with our business units, allowing

us to secure essential data points and verify their accuracy to

maintain input integrity. Additionally, we invested substantial

resources in automating the calculation of financed emissions

using the PCAF methodology. This automation has improved

alignment across various jurisdictions, ensured consistency in

our methodologies, and streamlined our overall processes.

Moreover, we expanded our scope to encompass all energy

lending activities, moving beyond solely power generation

within this asset class.

Our planned actions to address financed emissions are centred

on enhancing data quality, streamlining processes, expanding

asset coverage, setting reduction targets and building internal

capacity.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

We are committed to improving our PCAF data quality score by

refining our data collection practices and investing in

automation to streamline calculations and reporting, minimising

errors and increasing efficiency. Additionally, we plan to expand

our coverage of asset classes, starting with facilitated

emissions, for a more comprehensive assessment of our

financed emissions. To support our commitment to improving

the PCAF data quality score, IBP will continue to enhance our

data collection infrastructure. We have also automated our

calculations and reporting processes and allocated resources

to system maintenance and training. Expanding our asset class

coverage, starting with facilitated emissions, will require

modifications and employee training.

While measuring our financed emissions will not directly reduce

GHG emissions, it provides a crucial roadmap for our client

engagement strategies aimed at effectively lowering emissions.

As part of our strategy, we will set emissions reduction targets

using a bottom-up approach that involves close collaboration

with our business units. This will be complemented by

capacity-building initiatives within the Bank, empowering our

teams to effectively assist and advise clients on their

decarbonisation strategies. Setting emissions reduction targets

through a bottom-up approach will involve data analysis and

teamwork. Our capacity-building initiatives will include

investments in learning, funding training programmes and

workshops, ensuring our teams are equipped to advise clients

on decarbonisation strategies.

Metrics and targets

IBP has not yet set specific financed emissions targets as we

prioritise enhancing our data quality to ensure that any future

targets are realistic and achievable. Over the past year, we

have concentrated on refining our data collection processes,

improving our PCAF data quality score, and investing in

automation to streamline our calculations and reporting. High-

quality, accurate data is essential for setting credible emissions

reduction goals, and by focusing on this foundational work, we

aim to create a solid basis for future target-setting. Once our

data quality is robust, we will be well positioned to develop and

implement meaningful financed emissions targets that align

with our sustainability objectives and support our long-term

goal of achieving net-zero emissions by 2050.

We have calculated our Scope 3 financed emissions within six

asset classes. These emissions amount to 3.04 million tCO2e.

The table provided below contains a summary of our financed

emission key metrics. The methodology for the calculations is

specified in our BoR on our website. Economic intensity is

calculated using the exposure value, measuring the carbon

footprint of a our loan book and investment portfolio per Pound

Sterling lend or invested. We have prepared the disclosure

based on the prior period balance sheet and emissions data.

Scope 3 emission calculation coverage of the IBP loan book

The graph below illustrates the coverage of our loan book emissions, with 82% of our portfolio assessed. Of this, 59% has been

calculated using established methodologies, while 14% lacks established methodologies, and 9% pertains to sectors with inherently

low or no emissions, such as financial services, public services, and government exposures. Exposures to sovereigns and local

authorities are generally treated as having limited or no financed emissions attributed, due to both methodological limitations and

the nature of public sector spending, which is not always directly linked to identifiable, emission-generating assets. In many cases,

public debt finances a wide range of activities, from education to infrastructure, making it difficult to allocate emissions with

precision. Furthermore, governments often report on their own emissions separately in national greenhouse gas inventories under

the UNFCCC, and double-counting is a risk.

This coverage represents our best effort to comprehensively account for emissions within our loan book, given the current

limitations of available methodologies and data. The remaining 18% of our loan book, primarily consisting of business loans, has not

yet been calculated as we have focused to date on data quality. Our immediate focus remains on increasing data quality in those

sectors where we have calculated financed emissions before expanding our scope of coverage. Moving forward, we are committed

to expanding our scope where methodologies exist and high-quality data is available to enhance our emissions reporting.

![]()

![29686813950322]()

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Calculated |  |  |  | Low or no emissions |  |  |  | No methodology |  |  |  | Not calculated |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

325

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| 06 |  | Sustainability statement |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | |  | 2024 | | | |
| Asset class | Sector |  | % of book  covered | Scope 1 and 2  (tCO 2 e) | Scope 3 (tCO2 e) | Total  emissions  (tCO 2 e) |
|  |  |  |  |  |  |  |
| Property | Commercial real estate |  | 100% | 29 243 | — | 29 243 |
| Residential real estate |  | 100% | 2 589 | — | 2 589 |
| Mortgages |  | 100% | 15 281 | — | 15 281 |
|  |  |  |  |  |  |  |
| Transport | Fleet finance: motor vehicles |  | 100% | 168 572 | — | 168 572 |
| Fleet finance: yellow equipment |  | 100% | 110 478 | — | 110 478 |
| Aviation |  | 99% | 1 075 855 | — | 1 075 855 |
|  |  |  |  |  |  |  |
| Energy | Power generation |  | 100% | 1 106 690 | — | 1 106 690 |
| Other energy lending |  | 100% | 534 746 | 34 898 | 569 644 |
| Equity | Listed equity |  | 100% | 279 | 887 | 1 166 |
|  |  |  |  |  |  |  |
| Total emissions | |  |  | 3 043 733\* | 35 785\*\* | 3 079 518 |

\*Reported emissions includes the sum of Scope 1 and Scope 2 emissions.

\*\* Client Scope 3 emissions are excluded from our reported number for finance emissions, as per PCAF guidelines.

Fossil fuel financing: Fossil fuel policy

The fossil fuel policy outlines the Investec Group's approach to

fossil fuels across its lending, investing and advisory activities.

Driven by a commitment to sustainability and the urgency of

climate change, the policy details restrictions and conditions for

financing coal, oil and gas projects. It also describes the

Investec Group’s commitment to net zero by 2050, its adoption

of screening for high-risk transactions, support for a just energy

transition, and our approach to transparency and reporting on

our fossil fuel exposure.

• Scope of the policy: The policy encompasses the entire

Investec Group, including IBP, and pertains to our clients

throughout the value chain, specifically focusing on our

lending, investing and advisory activities

• Accountability: For the Bank, accountability for the

implementation lies with the Board. Targets are approved by

the Board, IBP ERC and IBP BRCC

• Publication status: This is a public policy last updated in

June 2023 with a review cycle of every two years. This

policy is on our [website here](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/Investec-Fossil-Fuel-policy-June-2023.pdf).

Tracking the effectiveness of our policy

IBP tracks the effectiveness of its performance against the

fossil fuel policy through continuous monitoring and

management of existing oil and gas exposures, with a focus on

minimising these exposures wherever possible in line with our

fossil fuel policy commitments. To ensure implementation of

this policy, the Group sustainability team performs screening on

every oil and gas transaction. Where a transaction is not

aligned with our fossil fuel policy, it will get escalated to the IBP

ERC. Furthermore, all fossil fuel-related exposures are reported

bi-annually to the Board, the DLC ESC and the DLC SEC. This

allows us to assess our progress against our commitments and

enables adjustments and strategic decisions to align with our

sustainability goals. These communication channels ensure that

our fossil fuel policy remains effective, adapts to emerging risks

and aligns with our overarching commitment to gradually

reduce fossil fuel exposure over time while taking into account

any geopolitical or economic challenges.

Actions and performance

Our fossil fuel policy was updated in June 2023. We

incorporated feedback from our business operations, the

economic climate, and our risk appetite. We remain committed

to continuously monitoring and managing our existing oil and

gas exposures in line with this policy, placing a strong emphasis

on minimising these exposures whenever possible. Over the

long term, this strategic approach will lead to reductions in GHG

emissions as we gradually transition away from oil and gas

lending. However, in the medium to long term, we expect

emissions to increase as we support transition finance

initiatives, to facilitate the shift to a lower-carbon economy.

Importantly, this initiative is already supported by our current

capital and operational budgets, requiring no additional capital

or operational expenditure.

We have reduced our fossil fuel exposure as a percentage

of our loan book at 31 March 2025 to 1.39%. Our progress

against our fossil fuel commitments is presented

bi-annually to the Board. Refer to our [energy lending](84S0VF8TSMH0T6D4K848-2025-03-31-T01.html#i447e4d363cd344738300acdd42f0e3a0_3004-bookmark-bc61adb414014d30aa1caddccad52497)

[portfolio here](84S0VF8TSMH0T6D4K848-2025-03-31-T01.html#i447e4d363cd344738300acdd42f0e3a0_3004-bookmark-bc61adb414014d30aa1caddccad52497)[.](84S0VF8TSMH0T6D4K848-2025-03-31-T01.html#i447e4d363cd344738300acdd42f0e3a0_3004-bookmark-bc61adb414014d30aa1caddccad52497)

Metrics and targets

Companies to whom energy-related loans are made are

identified using Standard Industry Classification (SIC) codes.

Our classification encompasses exposures within gross core

loans and advances (thus before impairments) for IBP. Fossil

fuel exposures include those from the oil, gas and coal sectors,

covering activities such as extraction, power plants, power

generation, infrastructure and industrial processes. Renewable

energy exposures include those from wind, solar, hydro,

biomass and waste, as well as storage solutions for renewable

energy. Certain exposures are excluded from this calculation

and are accounted for separately. These exclusions include

undrawn facilities, exposures with no credit risk, off-balance

sheet exposures, trading exposures, indirect exposures to fossil

fuels and exposures to petrol stations.

IBP has set the following targets for its activities within the

fossil fuel sector measured in Pound Sterling as a percentage

of the IBP core loans and advances:

• Zero coal exposure in the IBP loan book by 31 March 2027.

This target was reached in September 2024

• Cease financing of new oil and gas exploration, extraction or

production projects directly, regardless of jurisdiction, from

1 January 2035.

326

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |
| --- |
|  |
| 31 March 2025 energy lending portfolio for Investec Bank  plc |
| (£’mn) |

![4398047134729]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Oil |  |  | Coal |
|  | Natural gas |  |  | Wind energy |
|  | Solar energy |  |  | Biomass energy |
|  | Energy from waste |  |  | Other and storage |

Energy transition finance: Sustainable and

Transition Finance Classification Framework

Our approach to sustainable finance is underpinned by our

commitment to driving positive environmental and social

outcomes while ensuring long-term financial resilience. Guided

by the EU Taxonomy and other internationally recognised

frameworks, we have developed our Sustainable and Transition

Finance Classification Framework to align our activities with

global sustainability goals.

This framework provides the environmental and social

sustainable and transition finance classification criteria for

sustainable and transition finance for the Investec Group.

The framework utilises a traffic light system to classify

environmentally sustainable finance activities (green),

transition finance activities (amber) and activities that do

not qualify as sustainable nor transition finance (red). Social

sustainable finance activities are not classified by a traffic light

system, but consider defined target populations and social

outcomes. The framework is based on best practice guidelines

and taxonomies, including the EU Taxonomy and principles

from the Loan Market Association and the International Capital

Market Association. The purpose of this framework is to guide

the Investec Group’s lending activities in supporting a more

sustainable future and the transition to a low-carbon economy

while also addressing social sustainability.

• Scope of the framework: The framework encompasses

the entire Investec Group, including IBP, but excludes the

Investec Wealth & Investment business. It specifically

pertains to our clients within the value chain, focusing

primarily on our lending activities

• Accountability: For the Bank, accountability for the

implementation lies with the Board. Targets are approved

by the Board, IBP ERC and IBP BRCC

• Publication status: This is a public framework which was last

updated in May 2024, with a review cycle of two years.

This framework is on our [website here](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/Investec-Sustainable-and-Transition-Finance-Classification-Framework.pdf).

|  |
| --- |
|  |
| 31 March 2025 breakdown of Investec Bank plc energy  portfolio (%) |

![4398047134795]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  | Mar '25 |
|  | Coal | —% |
|  | Oil | 0.94% |
|  | Natural gas | 25.09% |
|  | Renewables | 73.97% |

Tracking the effectiveness of the framework

IBP tracks the effectiveness of the Investec Group’s

Sustainable and Transition Finance Classification Framework

through a structured and collaborative approach facilitated by

the IBP SBF, which is mandated by the IBP Executives and

meets fortnightly.

This forum, composed of business unit representatives,

management and Executives, plays a pivotal role in promoting

knowledge sharing and fostering collaboration across the Bank.

By regularly identifying and evaluating sustainability-related

commercial opportunities, the forum aims to assist the Group

sustainability team in ensuring that the Sustainable and

Transition Finance Classification Framework remains dynamic

and responsive to emerging trends and challenges.

Additionally, the Sustainable Business Forums coordinate key

sustainability projects, including the establishment and

monitoring of the sustainable and transition finance target,

which serve as a measurable indicators of the Framework’s

impact. The effectiveness of the Sustainable and Transition

Finance Classification Framework is further monitored through

reporting mechanisms, whereby the chair of the IBP SBF

communicates significant sustainability-related matters to the

DLC ESC and, when relevant, to the IBP ERC, IBP BRCC and the

Board. This continuous feedback loop allows IBP to assess

progress against the sustainable and transition finance target,

make informed adjustments and ensure alignment with the

Bank’s strategic goals, thereby maintaining the Framework’s

relevance and effectiveness in driving sustainable growth.

327

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|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Actions and performance

IBP is dedicated to advancing sustainable and transition finance

initiatives through a series of actions. We have enhanced our

source systems to accurately capture and report these finance

activities, ensuring precise and reliable data management.

Over the past year, our teams engaged in a comprehensive

process to analyse and screen their loan portfolios for existing

sustainable and transition finance activities. The IBP SBF played

an instrumental role in facilitating discussions and providing

support to our businesses. Following an initial review, the

business units evaluated the financing landscape and economic

activities specific to their business areas to set targets for

advancing sustainable and transition finance initiatives through

to 2030. This process underwent multiple iterations, with

management and leadership challenging the teams to ensure

that the target was sufficiently ambitious and progressive.

Ultimately, the individual targets from each business unit were

consolidated to establish IBP's overall sustainable and transition

finance target, which was presented to the Board for approval.

In each year’s annual reporting, we will publish updates on our

progress toward the sustainable and transition finance target,

conducting periodic reviews and making adjustments as

necessary to stay on track. This commitment is integral to our

goal of achieving net-zero emissions by 2050. While our

sustainable and transition finance initiatives may not directly

result in immediate GHG emission savings, they are

strategically designed to shift our loan portfolio away from high

carbon-emitting sectors over time.

We aim to innovate and scale our financial products to meet the

evolving needs of our clients, supporting their transition to

lower-carbon operations. Through our forthcoming client

engagement strategy, we will collaborate with clients to assess

climate risks and develop their own decarbonisation pathways,

facilitating a gradual reduction in our indirect carbon emissions

by financing more sustainable and low-emission projects.

Importantly, these initiatives are anticipated to be managed

primarily using our existing capital and operational resources,

though additional expenses may be incurred in the future as

needs arise. These potential expenditures will be assessed on a

case-by-case basis when necessary, given that they are driven

by future developments.

Metrics and targets

The sustainable finance target setting was the result of a

rigorous, bottom-up approach involving extensive consultations

across our business units, executive teams and the Board. By

engaging stakeholders at all levels of the Bank, we established

a clear and credible sustainable and transition finance target

that reflects both the needs of our clients and our commitment

to responsible growth. This collaborative process ensured that

our sustainable finance strategy is robust, transparent and fully

integrated into our operations. In addition, this approach

ensures that the target is both ambitious and credible, while at

the same time allowing us to stretch ourselves while

maintaining impact and commercial viability.

This methodology entailed collecting insights and feedback

from various business units within the Bank, beginning with

teams that are directly involved in commercial activities. These

inputs were synthesised and refined through several iterations

with the business and presented to the IBP CEO, ensuring that

the target was grounded in practical considerations and real-

world conditions. The determination of the target was

incorporated into the annual budget and risk appetite review

processes. Following this comprehensive development

process, the target was reviewed by the IBP ERC, before being

recommended for approval to the IBP BRCC and the Board. Our

sustainable and transition finance target was determined based

on projected new financing and refinancing of existing facilities.

Repayments and redemptions over time do not decrease

cumulative progress against the target. Furthermore, for

lending and advisory transactions where IBP acts as the lead

arranger, the full facilitated amount will accrue to the target,

and where IBP acts as a co-arranger or in syndication, a

proportional amount will accrue to the target.

IBP has set a target to facilitate £14.9 billion of sustainable and

transition finance by 2030. The target commences with the

2026 financial year, starting on 1 April 2025, and spans a period

of five years. While IBP will begin accruing progress from zero,

this starting point does not reflect the sustainable and

transition financing activities undertaken by IBP in previous

years, as we have only recently developed the capability to

formally classify eligible deals and measure progress against a

defined target. This target is measured in Pound Sterling

(absolute value).

#### Resilience of our strategy and business

#### model in relation to climate change

The Bank of England’s 2021 Climate Biennial Exploratory

Scenario’ serves as the framework for our scenario analysis.

This stress test aims to evaluate the resilience of banks against

a variety of adverse economic conditions, particularly those

related to climate change and other systemic risks. The

objective is to determine how well institutions can endure

shocks such as economic downturns, market volatility or

significant shifts in climate-related factors. These stress tests

are crucial for identifying vulnerabilities within the financial

system, ensuring that banks maintain sufficient capital buffers

and effective risk management practices to mitigate potential

losses. Although the BoE/PRA did not conduct a repeat of the

Climate Biennial Exploratory Scenario (CBES21) exercise, the

principles established in the Bank’s 2022 assessment remain

relevant.

In Supervisory Statement SS3/19, the Prudential Regulation

Authority (PRA) outlines its expectations for firms to assess

climate-related financial risks over both short and long-term

time horizons. Specifically, firms are expected to conduct

scenario analyses that encompass:

The climate scenario analysis was carried out at the Investec

plc level, which encompasses IBP as a subsidiary, thereby

ensuring it was adequately included in the stress test.

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During 2024, Investec plc carried out its climate risk

assessment which was broadly a repeat of the 2022 climate

risk assessment. For each of the assessed sectors (property,

transportation, energy and manufacturing), a transition

narrative was developed. This narrative focused on key

technological and policy/ legislation measures necessary to

achieve decarbonisation, specific to each sector. Due to the

high uncertainty of both technological readiness and the

duration of the policy/legislation process (including

jurisdictional misalignment of scope and timing), no specific

timeframe was specified in these narratives. The aim was to

focus on understanding the impact of the sector-specific

transition narrative on top 100 assets within IBP’s portfolio, and

through this process assess whether there are any high risk-

assets in the portfolio. In addition, a flood risk assessment on

HNW mortgages within Investec plc’s top 100 assets was

performed. This risk assessment can therefore not be tied to

any specific timeframe, though it is noted that in reality sectoral

timeframes for full decarbonization can range from several

years to multiple decades. This approach is proportionate to

the scale and complexity of the firm, in line with SS3/19.

Sectors were all assessed for transition risk and HNW

mortgages were assessed for physical risk. Moreover, the

exposures in the asset level review were also assessed against

the “traffic light system” in the Group’s Sustainable and

Transition Finance Classification Framework.

Property sector

The property sector faces climate transition and physical risks,

with flooding emerging as a primary concern in the UK.

Decarbonising this sector requires substantial improvements in

insulation and the electrification of space and water heating,

which can impose considerable costs on property owners and

landlords, especially as they navigate tighter regulations

recently reintroduced by the UK Labour Government.

Enhancing the energy efficiency of buildings in the UK through

measures such as improved insulation and the transition to

electric heating systems, is critical. Furthermore, stricter rules

regarding energy efficiency will be implemented for rental

properties, aimed at reducing carbon emissions across the

sector.

Transition risk event – mandates on and regulation of existing

products and services: The implications of the evolving EPC

requirements present a key risk, as all residential tenancies for

private landlords will need to achieve a minimum EPC rating of

C by 2030, while commercial tenancies must meet this

standard by April 2027, escalating to B by the same year.

Additionally, the ban on gas boilers in new buildings after 2025

will lead to further transition costs for property owners.

However, IBP has identified mitigants to address these

challenges. Exemptions to the minimum EPC requirements exist

for listed buildings or older properties with capped EPC ratings,

and notably, more than 90% of HNW mortgages have valid EPC

ratings, complying with existing regulations. IBP also provides

lending facilities specifically for energy-efficiency improvement

works, ensuring that all new lending adheres to minimum EPC

and Building Research Establishment Environmental

Assessment Methodology (BREEAM) standards, which

enhances the quality of our loan book over time. Most HNW

mortgages are for owner-occupied properties, particularly

those with lower EPC ratings, where compliance with minimum

EPC requirements is less of a concern. Our top real estate

exposures primarily consist of new builds that meet the target

EPC ratings.

Physical risk event – floods: Additionally, the increasing flood

risk associated with climate change, exacerbated by more

frequent and intense flooding events, poses further challenges.

IBP mitigates this risk through stringent lending criteria for HNW

individuals, significantly reducing default risk even when the

underlying properties are exposed to climate risks.

Transportation (aviation) sector

The aviation sector faces significant transition risks related to

climate change, primarily due to the difficulty in reducing

carbon emissions from jet engines, especially for long-distance

flights. These transition risks are exacerbated by rising fuel

prices, particularly for sustainable aviation fuel (SAF), as well as

taxes aimed at financing carbon emission offsetting efforts and

demand management strategies. The global nature of the

aviation industry necessitates extensive policy coordination,

which may slow down the legislative process required to

decarbonise the sector.

Transition risk event – increased pricing of GHG emissions:

Transition risk may arise due to cost increases, such as taxes

on jet fuel, rising airport landing slot prices, and fines for noise

infringements. Airlines can mitigate these risks by optimising

their route offerings and scheduling in response to fines and

incentives, such as taking advantage of reduced landing fees at

certain airports.

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Transition risk event – mandates on and regulation of existing

products and services: Tightening regulations could include

bans on ultra-short-haul flights, grounding of older aircraft that

do not meet minimum emission standards and mandatory

requirements for aircraft seating arrangements, such as

economy class only. The impact of such legislation will largely

depend on whether it is enforced in the aircraft’s state of

registry or the state of operation.

Transition risk event – changing customer behaviour: Social

trends and changing consumer preferences are also influencing

the aviation sector, with an increasing adoption of SAF, albeit at

a higher cost due to limited supply. Customers are beginning to

opt for more environmentally friendly alternatives, such as train

travel. In response, many major airlines are actively investing in

SAF production facilities to enhance availability and reduce

costs over time. Despite these challenges, the demand for air

travel remains inelastic, presenting an opportunity for airlines to

adapt their strategies while still meeting consumer needs.

Energy sector

The transition narrative in the energy sector is intrinsically

linked to the technology employed. The complexities of the

energy transition, coupled with evolving government policies,

prevent us from drawing straightforward conclusions at the

asset level. For instance, while older energy plants may face

challenges, they may still be necessary for maintaining energy

capacity and grid stability.

Transition risk event – shifts in consumer preferences: We

acknowledge a global shift away from non-renewable energy

sources, with a strong move towards renewable energy

production. As part of our mitigation strategy, we view natural

gas as a transition fuel, with many combined cycle gas turbine

(CCGT) plants capable of running on hydrogen. Our largest

energy assets are strategically positioned in the UK and the

highly diversified US market.

Transition risk event – substitution of existing products and

services with lower emissions options: The merit order of CCGT

plants is another critical consideration. Older, non-renewable

plants are likely to rank lower in efficiency, pollution levels and

operational costs, increasing their risk of becoming stranded

assets. However, due to their relatively young profile, the

CCGTs in our top exposures are generally ranked mid to high

on the merit order, securing revenue through capacity market

agreements with counterparties.

Transition risk event – mandates on and regulation of existing

products and services: The introduction of carbon-related

legislation, including laws, standards and taxes that mandate

retrofitting carbon capture technology, presents both

challenges and opportunities. Our portfolio of relatively young

CCGTs positions us advantageously, as they can be retrofitted

more easily and cost-effectively, while their higher efficiency

means they are likely to emit less than older plants.

Transition risk event – uncertainty in market signals: We

recognise the dynamics in the energy-from-waste (EfW)

market, where improved landfill waste management practices

are expected to reduce waste supply to EfW plants. Despite

this, we believe the EfW market will remain competitive due to

higher landfill taxes compared to EfW gate fees.

Manufacturing sector

The transition narrative for the manufacturing sector is

intricately linked to the energy sector, particularly as the

highest carbon-emitting industries face significant transition

risks. While electrification may be a viable option for certain

sub-sectors, more energy-intensive industries, such as cement

manufacturing, are hard to abate. Manufacturing is a crucial

component of the UK economy, and recent declines in

emissions can be attributed to reduced energy intensity in

combustion-based processes and shifts in the fuel mix. To

further decarbonise the sector, it will be essential to implement

strategies such as process innovation, electrifying the energy

system and deploying carbon capture technologies at

concentrated sources.

Transition risk event – increased pricing of GHG emissions: The

dynamics of pollution permits and energy trading schemes

operating on a cap-and-trade basis for total emissions present

a key risk for IBP, as manufacturers may experience reductions

in revenue and cash flow while adjusting production levels to

comply with carbon permit limits.

Transition risk event – mandates on and regulation of existing

products and services: The introduction of carbon standards

and taxes could require products from high-emission industries

to meet specific carbon content or recycled content thresholds.

This shift may lead to increased costs for high-emitting

companies, particularly if these standards are enacted before

low-carbon technologies are fully developed, potentially

impacting the financial performance of our clients in these

sectors.

Transition risk event – costs of transition to lower emissions

technology: The role of subsidies is critical in supporting the

adoption of emerging technologies, such as green hydrogen

and post-combustion air capture. Without these subsidies,

some manufacturers could face elevated costs associated with

in-house low-carbon research and innovation, which may

hinder decarbonisation efforts. While these measures will

predominantly affect the highest-emitting industries, it is

important to note that the key risks associated with them are

largely mitigated by the composition of IBP’s manufacturing

portfolio, which primarily includes assets in industries with low

emissions intensity.

15  https://unfccc.int/sites/default/files/part1\_iiasa\_rogelj\_ssp\_poster.pdf

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Overall findings

The overall findings from this risk assessment indicate that,

consistent with the results in 2022, the climate transition and

physical risks are low for the Bank over a 5–10-year horizon.

We have adequate capital and liquidity to operate as a going

concern while meeting regulatory capital and liquidity

requirements. This stability reinforces our confidence in the

robustness of our financial position and our ability to navigate

potential challenges in the evolving climate landscape. As we

move forward, we remain committed to refining our strategies

and enhancing our resilience in the face of climate change.

Our approach currently contains a number of uncertainties. It

depends on accurate site-level data, including geo-coordinates

and asset values, which vary in quality across the portfolio.

Additionally, further work is needed to develop a clear

methodology for differentiating between leased and owned

assets and whether to include supply chain risks for certain

companies.

Additionally, this resilience analysis was not considered during

the DMA, as the assessment was still underway at that time.

Within our own operations

We conduct physical risk assessments related to our operations

at least every three years, recognising that such evaluations are

cost-intensive and that our portfolio remains largely stable within

this period. In our latest assessment conducted in 2025, we

focused on precipitation-related hazards, including surface water

flooding, general flooding, coastline risks and rising temperatures.

We assessed this risk using the three Shared Socio-economic

Pathways (SSP) from UNFCCC 15, as described below.

• SSP1-2.6 is a climate change scenario that envisions a

sustainable future through strong global cooperation

around governance and environmental policies, and rapid

technological advancements. It focuses on sustainable

development, aims for a significant reduction in GHG

emissions, and targets a low radiative forcing of 2.6 W/m²

by 2100, aligning with a 1.5–2°C warming target equivalent

to the RCP2.6 scenario in the IPCC's Sixth Assessment

Report (AR6)

• SSP2-4.5 represents a middle-of-the-road scenario with

moderate challenges to climate mitigation and adaptation.

It combines the SSP2 scenario with a medium-level forcing

pathway (RCP4.5) of 4.5 W/m² by 2100, predicting that GHG

emissions will initially remain stable, decline mid-century, but

not reach net zero by 2100, resulting in a global temperature

rise of about 2.1–3.5°C, with a central estimate of ~2.7°C

• SSP3-7.0 represents a scenario of high global warming

(with a likely temperature increase of ~3.9°C by 2100)

based on assumptions of no additional climate policies and a

reduction in air pollution controls, leading to increased aerosol

emissions. This scenario combines a fragmented, regional

rivalry SSP3 narrative with a high forcing level reaching

~7.0 W/m² by 2100, and is used to explore outcomes under

weak international cooperation.

For precipitation, the UK is expected to have drier summers

and wetter winters, with regional differences depending on the

climate scenario. Across all scenarios, the number of extreme

precipitation days, defined as days with more than 20mm of

rain, is projected to increase. Under SSP1-2.6, most Investec

offices are expected to see only minor changes, with slightly

higher increases in Dublin and Glasgow. SSP2-4.5 shows

broader increases, particularly for offices in southern and

central England. SSP3-7.0 projects widespread rises across

the UK and Ireland.

Regarding temperature, from 2024 to 2050, only the London

office is projected to experience a small increase in days

exceeding 30°C under SSP1-2.6. Under SSP2-4.5 and SSP3-7.0,

the number of such days is expected to rise for London and other

southern offices, including Reading and Guildford, while offices in

Glasgow, Leeds and Dublin will remain less affected.

These changes in precipitation and temperatures could impact

the health and wellbeing of our employees in high-risk

locations, however our analysis confirmed that there are no

concerns regarding the resilience of IBP. IBP manages these

risks through robust operational resilience strategies and

business continuity plans, which include emergency response

procedures. This proactive approach ensures that we can

effectively mitigate the physical risks associated with climate

change, protecting our employees and maintaining our

operational stability.

Current financial effects of material IROs

The Group makes use of reasonable and supportable information

to make accounting judgments and estimates related to climate

change, including the observable impacts on clients' current

credit risk and asset valuations. Many climate change effects are

long term and inherently uncertain, having minimal influence on

accounting judgements and estimates for the current period.

Key short-term climate change impacts include:

• Expected credit loss (ECL) measurement: ECL assessments

evaluate borrowers' ability to make contractual payments as

they become due. Investec has assessed specific sectors

most vulnerable to climate risk across all jurisdictions,

focusing on clients' capacity to meet their financing needs

and Investec’s willingness to fund these sectors. While these

assessments have not materially affected ECL, the impact on

probability of default (PD), loss given default (LGD) and other

ECL inputs is still being determined

• Asset impairment and deferred tax assets: Assessments of

asset impairment, based on value in use, and the recognition

of deferred tax assets depend on future expected cash

flows. These cash flows reflect management’s best estimates

of operational results, including the near-term effects of

climate risk. The Group has not made additional adjustments

to cash flows for climate risk within the considered time

frame, assuming that market indicators used for fair value

inputs already incorporate current information and insights

regarding climate risk.

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#### EU Taxonomy

This section presents IBP’s first disclosure under the EU

Taxonomy Regulation (EU) 2020/852, focusing on activities

contributing to all six environmental objectives, as per Article

10(5) of the Commission Delegated Regulation (EU) 2021/2178.

The EU Taxonomy is a comprehensive classification system

established by the European Union to define and standardise

what constitutes environmentally sustainable economic

activities. Its primary aim is to direct investments toward

projects and businesses that significantly contribute to the EU’s

environmental objectives, including climate change mitigation

and adaptation, sustainable use and protection of water and

marine resources, transition to a circular economy, pollution

prevention and control, and the protection and restoration of

biodiversity and ecosystems.

We have disclosed the required information at the Investec plc

level in accordance with Section 1.1.1 of Annex V, which states,

“Credit institutions shall disclose relevant KPIs based on the

scope of their prudential consolidation determined in

accordance with Regulation (EU) No 575/2013, Title II, Chapter

2, Section 2.”

The EU Taxonomy disclosures presented are subject to several

limitations, primarily stemming from data availability and the

evolving regulatory landscape. For the reporting period,

assessments were conducted on a best-efforts basis using

publicly available information and internal records where

available. Direct counterparty engagement was not undertaken,

which limited the ability to verify eligibility and alignment for

certain exposures. As a result, a conservative approach was

adopted, and where technical screening criteria (TSC), Do No

Significant Harm (DNSH) evidence or minimum safeguards

could not be sufficiently demonstrated, exposures were not

assessed for alignment.

The EU Taxonomy disclosures as at 31 March 2025 are subject

to limited assurance as set out on page [357](#i447e4d363cd344738300acdd42f0e3a0_3914).

#### Methodology

We have followed the methodology prescribed in Annex V and Annex XI of Commission Delegated Regulation (EU) 2021/2178 and

included the prescribed templates as per Annex VI which is available in the Appendix of this annual report:

• Activities eligible under the EU Taxonomy

• Activities aligned with the TSC, DNSH requirements, minimum safeguards and contributed substantially to one or more of the

environmental objectives. The TSC was performed using desk top analysis.

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| 1 |  | 2 |  | 3 |  | 4 |  | 5 |
|  |  |  |  |  |  |  |  |  |
| Identification of  eligible economic  activities |  | Analysis of  substantial  contribution |  | DNSH assessment  to other  environmental  objectives |  | Verification of  minimum  safeguard |  | Calculation of  financial metrics |
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| --- | --- |
|  |  |
| 1. | Identification of eligible economic activities |

We conducted a structured review of our covered assets to identify economic activities eligible under the EU Taxonomy

Regulation, aligning with the Nomenclature of Economic Activities in the European Community (NACE) codes specified in the

Delegated Acts. This process involved the systematic mapping of counterparties’ primary business activities and financed projects

to the relevant NACE codes and activity descriptions outlined in the Delegated Acts for climate change mitigation and adaptation.

Eligibility assessments were conducted based on available client documentation, internal credit records and publicly disclosed

information to derive counterparty level taxonomy KPIs. We have not contacted individual counterparties for data.

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| 2. | Analysis of substantial contribution |

Due to our client base and the limited exposures we have in the EU that fall under the Non-Financial Reporting Directive (NFRD)

disclosures, we did not conduct a technical screening for most of our counterparties to assess substantial contribution. In such

cases, we adopted a conservative stance in line with regulatory guidance, and the exposure was classified as eligible but not

aligned.

For the remaining counterparties which are Taxonomy-eligible activities we assessed for Taxonomy-alignment using the TSC for

substantial contribution as outlined in the Delegated Acts. We conducted an assessment of whether the financed activities make a

substantial contribution to the environmental objectives.

Where counterparties had not yet disclosed sufficient technical data to demonstrate compliance with the TSC, alignment was not

confirmed. In such cases, we adopted a conservative stance in line with regulatory guidance, and the exposure was classified as

eligible but not aligned.

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| --- | --- |
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| 3. | DNSH assessment to other environmental objectives |

As part of the EU Taxonomy alignment process, we assessed whether activities that make a substantial contribution also comply

with the DNSH criteria.

This assessment was conducted based on the activity-specific DNSH requirements set out in the Delegated Acts. We relied on

available client disclosures, where available internal environmental and social due diligence, and publicly accessible information. In

cases where clients did not provide sufficient evidence to confirm compliance with the DNSH criteria, the activities were

conservatively treated as eligible but not aligned.

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| --- | --- |
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| 4. | Verification of minimum safeguards |

To verify compliance with the EU Taxonomy’s minimum safeguards, we assessed whether counterparties engaged in potentially

aligned activities operate in accordance with international standards on human rights, labour rights, anti-corruption and responsible

business conduct, as outlined in Article 18 of the EU Taxonomy Regulation.

This included reference to the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational

Enterprises, the United Nations (UN) Guiding Principles on Business and Human Rights, the International Labour Organization’s

(ILO’s) core conventions and the UN Global Compact (UNGC) principles.

The assessment leveraged existing Know Your Client (KYC) procedures, and publicly available data to evaluate governance

practices, human rights risks and business ethics. Where there was insufficient evidence of compliance with these standards, the

exposures were classified as eligible but not aligned.

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| 5. | Calculation of financial metrics |

The financial metrics disclosed under the EU Taxonomy have been calculated in accordance with Article 8 of Regulation (EU)

2020/852 and the methodology set out in Commission Delegated Regulation (EU) 2021/2178, specifically Annex V and Annex VI for

credit institutions. We applied the prescribed calculation approach to determine the green asset ratio (GAR), which reflects the

proportion of Taxonomy-aligned exposures within our total covered assets, excluding exposures to central governments, central

banks, supranational entities, trading book positions and on-demand interbank loans.

Numerators and denominators were derived from the consolidated balance sheet prepared under IFRS and reconciled to internal

management reporting systems. The calculation distinguishes between Taxonomy-eligible and aligned exposures based on

assessments of substantial contribution, compliance with DNSH criteria and verification of minimum safeguards.

Where applicable, off-balance sheet exposures were considered in accordance with the relevant regulatory guidance.

333

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#### Green asset ratio (GAR)

The GAR is supported by detailed templates in compliance with

Annex VI of Commission Delegated Regulation (EU) 2021/2178,

which outline the disclosure requirements for credit institutions.

It is calculated by dividing the amount of taxonomy-aligned

assets we finance (the numerator) by the total assets financed

under GAR, known as 'Total GAR assets' (the denominator).

These regulatory templates are included in the Appendix on

page [363](#id106828438a44cdab7af4b69777ed95f_0-0-1-1-2753111) and provide a comprehensive breakdown of Investec

plc’s balance sheet items according to the EU Taxonomy. The

Taxonomy-aligned assets identified in these templates are

used to calculate our GAR.

We acknowledge that our GAR are notably low, primarily due to

our client base and minimal exposures in the EU that fall under

the Non-Financial Reporting Directive (NFRD) disclosures.

On balance sheet assets included in the calculation of the GAR

are financial assets, including loans and advances, debt

securities, equity holdings and repossessed collateral as

follows:

• Financial assets at amortised cost

• Financial assets at fair value though other comprehensive

income

• Investments in subsidiaries

• Interests in associated undertakings and joint venture

holdings

• Financial assets designated at fair value through profit or

loss.

The following are excluded from the numerator of the GAR:

• On demand interbank loans

• Exposures to undertakings that are not not obliged to publish

non-financial information pursuant to Article 19a or 29a of

Directive 2013/34/EU.

The following are excluded from the numerator and the

denominator of the GAR:

• Financial assets held for trading

• Central governments and supranational issuers

• Central bank exposures.

For the calculation of the KPIs the following off-balance sheet

exposures were included:

• Financial guarantees supporting loans and bonds as defined

in the Disclosure Delegated Act

• Assets under management (AuM) for guarantee and investee

non-financial undertakings.

Other off-balance sheet exposures such as commitments is

excluded from that calculation.

Flow GAR KPIs

Due to data limitations, GAR flow KPIs were calculated based

on total new loans and advances originated in the reporting

period without adding back repayments, and based on total

new bond purchases in the reporting period without adding

back disposals.

In line with the Commission Notice on the interpretation and

implementation of certain legal provisions of the Disclosures

Delegated Act under Article 8 of the EU Taxonomy Regulation

on the reporting of Taxonomy-eligible and Taxonomy-aligned

economic activities and assets (C/2024/6691) (“Third

Commission Notice”) dated 8 November 2024, the taxonomy-

aligned lending is calculated as the percentage of taxonomy-

aligned turnover and capital expenditure (CapEx) reported by

each counterparty, applied to our loan exposure to each

counterparty. Consequently, the proportion of counterparties in

a bank’s banking book that are subject to the NFRD and CSRD

is a key determinant of the resulting GAR.

We apply the stock and flow approach as required by the EU

Taxonomy. Where eligible financial instruments were originated

in the prior financial year but the first drawdown occurred in the

current reporting period, these are treated as flows for the

purpose of Taxonomy reporting. This reflects the economic

reality that the capital was first made available to the client in

the current year, aligning with the principles of consistency and

comparability across reporting periods.

We have not included the EU Taxonomy templates for nuclear

energy and fossil gas in our disclosure, as we do not have any

direct exposures to these activities within the EU. While we

may have exposures to financial institutions that themselves

have exposure to these sectors, those counterparties are not

currently subject to the NFRD and are therefore not required to

publish their Taxonomy-aligned disclosures. As a result, we do

not have the necessary underlying data to complete the

nuclear and fossil gas templates in a meaningful or reliable

manner.

16  Based on the turnover KPI of the counterparty.

17  Based on the CapEx KPI of the counterparty, except for lending activities where for general lending turnover KPI is used.

18   Percentage of assets covered by the KPI over banks´ total assets.

19  For credit institutions that do not meet the conditions of Article 94(1) of the CRR or the conditions set out in Article 325a(1) of the CRR.

20  Fees and commissions income from services other than lending and AuM.

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Templates

• We have presented the below templates in the Schedule to the Sustainability Statement on page [363](#id106828438a44cdab7af4b69777ed95f_0-0-1-1-2753111) and onwards of the annual

report

• Nuclear and Gas templates: We have not reported on Templates 2 to 5 under Annex XII, as the conditions outlined in rows 1 to 6

of the Nuclear and Fossil Gas Template 1 are not applicable to our activities.

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| --- | --- | --- | --- |
|  |  |  |  |
| Templates |  | Description | Page  ref |
| Green asset ratio | | | |
| 1. Assets for the calculation of GAR |  | Taxonomy-eligible exposures and taxonomy-aligned loans, analysed by asset  class | [364](#i8a1ec7875eeb4f44981c702b295969a0_7289) |
| 2. GAR sector information |  | Taxonomy-eligible exposures and taxonomy-aligned loans to non-financial  undertakings (other than mining and quarrying), analysed by NACE sector | [372](#i2d2f422ff2404628950e2b26a859ea5a_6153) |
| 3. GAR KPI stock |  | Taxonomy-eligible exposures and taxonomy-aligned loans, analysed by asset  class, as a percentage of entities subject to NFRD/CSRD which report  Taxonomy information, and as a percentage of total assets | [374](#ia284248b3db8460eada5d1887397a84e_3674) |
| 4. GAR KPI flow |  | New taxonomy-eligible exposures and new taxonomy-aligned loans as a  percentage of new entities subject to NFRD/CSRD which report Taxonomy  information, analysed by asset class | [382](#if0fca987ad964a5abea7ff8480d60b69_1767) |
| 5. KPI off-balance sheet exposures |  | Taxonomy-eligible financial guarantees and AuM and taxonomy-aligned  financial guarantees and AuM, as a percentage of financial guarantees and  AuM that are CSRD eligible | [390](#i447e4d363cd344738300acdd42f0e3a0_3845) |
| Nuclear energy and fossil gas-related disclosures | | | |
| Template 1 – Nuclear and fossil gas-  related activities |  |  | 391 |
| Template 2 –Taxonomy-aligned  economic activities (denominator) |  | N/A as we do not have exposures to NFRD entities involved in nuclear or gas activities | |
| Template 3 – Taxonomy-aligned  economic activities (numerator) |  | N/A as we do not have exposures to NFRD entities involved in nuclear or gas activities | |
| Template 4 – Taxonomy-eligible but  not Taxonomy-aligned economic  activities |  | N/A as we do not have exposures to NFRD entities involved in nuclear or gas activities | |
| Template 5 –Taxonomy non-eligible  economic activities |  | N/A as we do not have exposures to NFRD entities involved in nuclear or gas activities. | |

Summary of KPIs to be disclosed by credit institutions under Article 8 of the EU Taxonomy Regulation

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| 31 March 2025 | | Total  environmentally  sustainable assets  (£’000) | Turnover KPI  (%)15 | CapEx KPI  (%)16 | % coverage  (over total  assets)17 | % of assets  excluded from  the numerator  of the GAR | % of assets  excluded from  the denominator  of the GAR |
| Main KPI | GAR stock | 25 059 | 0.11% | 0.13% | 75% | 61% | 25% |
|  |  |  |  |  |  |  |  |
| 31 March 2025 | | Total  environmentally  sustainable  activities  (£’000) | Turnover KPI  (%)  16 | CapEx KPI  (%)  17 | % coverage  (over total  assets)  18 | % of assets  excluded from  the numerator  of the GAR | % of assets  excluded from  the denominator  of the GAR |
| Additional KPIs | GAR (flow) | 1 515 | 0.06% | 0.07% | 7.87% | 4.42% | —% |
| Trading book  19 | n/a | n/a | n/a | n/a | n/a | n/a |
| Financial guarantees | — | —% | —% | —% | —% | —% |
| AuM | — | —% | —% | —% | —% | —% |
| Fees and commissions  income  20 | n/a | n/a | n/a | n/a | n/a | n/a |

335

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| 06 |  | Sustainability statement |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |
| --- |
|  |
|  |

#### Our people

Investec’s purpose of creating enduring worth informs how the

organisation builds strategy and delivers value to our

stakeholders. Our purpose inspires us to create a working

environment that shows deep respect for individuals, prizes

inclusion and enables Out of the Ordinary performance. We do

this through our organisational philosophies and values which

underpin and instruct conduct and aligned behaviours.

Our people enable us to fulfil our purpose. Our employee value

proposition positions our culture as the core of the

organisation. We recognise that enabling an engaged and

diverse workforce that is deeply skilled and culturally

embedded is essential for our success. Our culture is the way

we do things, guided by our purpose and strengthened by our

values. Key components of our employee value proposition

include our purpose, values and culture, meaningful

communication and engagement, performance, recognition and

reward, people development and internal mobility, continuous

learning, belonging and inclusion, and wellbeing.

#### Material IROs relating to our people

The outcome from our DMA indicated that our diversity and

inclusion initiatives, as well as our wellbeing programme,

positively impacts our employees, by creating a sense of

belonging for all employees and providing preventative and

proactive wellbeing initiatives. While we recognise the potential

financial risks associated with employee turnover, we mitigate

these through our remuneration approach which is designed

to foster a high-performance culture that enables an

entrepreneurial spirit and a strong sense of ownership. We use

remuneration to attract and retain culturally aligned, innovative

and talented people, and to drive and recognise Out of the

Ordinary performance. These IROs materialise within our own

operations.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| ESRS S1: Our people | | | | |  | Value  chain |  |  | Affected  business  model |
| PI | Working conditions:  • Employee rights: Our purpose inspires us to create a working environment that shows deep  respect for individuals, prizes inclusion, enables Out of the Ordinary performance and offers equal  treatment and opportunities for all  • Diversity: Our diversity and inclusion framework aims to create a sense of belonging for all  employees, where everyone can be themselves. In the face of a rapidly changing geopolitical  landscape, we have reaffirmed our unwavering commitment to diversity, belonging and inclusion  throughout the organisation  Entity specific:  • Employee mental health and wellbeing: Aligned to our core values of care and concern for  employees we offer a comprehensive wellbeing programme | | | |  | Own  operations |  |  | Own  operations |
|  | | | | |  |  |  |
| FR | Working conditions:  • Employee remuneration: Potential costs related to employee turnover | | | |  |  |  |
|  | | | | |  |  |  |
| FO | Working conditions:  • Employee rights: Attracting and retaining an engaged and diverse workforce thereby reducing turnover  costs. Equal treatment and opportunities for all  • Diversity: A diverse workforce may drive profitability through diverse perspectives and creativity  Entity specific:  Employee mental health and wellbeing: Enhanced employee productivity, reduced absenteeism and  turnover, and a more engaged and resilient workforce | | | |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
| Key | |  |  |  |  |  |  |  |  |
| NI | Negative impact | FO | Financial opportunity |  |  |  |  |  |  |
| PI | Positive impact | FR | Financial risk |  |  |  |  |  |  |

336

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| 06 |  | Sustainability statement |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

We remain committed to implementing comprehensive policies and practices that address our material matters, which include

employee remuneration, diversity and employee rights. These policies and practices are designed to create an inclusive and

supportive workplace that values the unique contributions of every employee while prioritising their wellbeing and ensuring

meaningful reward aligned to performance.

The following table shows the IROs identified, along with the policies, actions and performance associated with each.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Topic and sub-topic | Policies | Targets | Actions | Performance |
|  |  |  |  |  |
| Working conditions  Employee rights | • Human rights statement  • Discrimination statement  Both these statements are  available on our website in  [The way we do business](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf)  statement | • No targets set | • Remaining committed to the  Ten Principles of the UNGC  • Ongoing commitment to  support the UK Modern  Slavery Act 2015 (the Act) | • 10 formal complaints were  received, through channels  for own workforce to raise  concerns, including via  whistleblowing mechanisms.  3 of the 10 resulted in findings  of discrimination. |
|  |  |  |  |  |
|  | | | | |
| Working conditions  Employee  remuneration | • [Remuneration philosophy](84S0VF8TSMH0T6D4K848-2025-03-31-T01.html#i447e4d363cd344738300acdd42f0e3a0_250-bookmark-a5761ddd3a674d09a48e8fcb7af60e3f) | • No targets set | • Investec remains supportive of  a minimum living wage. 100%  of employees paid above the  relevant minimum statutory  wage  • All full-time employees  continue to be eligible to  participate in the employee  share incentive scheme | • Mean hourly gender pay  gap 23.8% (please note the  population and timeframe  for the CSRD reporting  differs to that reported in  the Investec Group  Remuneration Report) |
|  |  |  |  |  |
|  | | | | |
| Equal treatment and  opportunities for all  Diversity (belonging,  inclusion and diversity) | • Board diversity policy  • [Women in Finance Charter](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/investor-relations/the-women-in-finance-charter-report-2024.pdf) | • 40% female  representation on  the Board  • 35%  representation of  women in senior  leadership roles  by 2027 | • Provide ongoing and enhanced  support for diversity networks  • Ongoing commitment to seek  diversity through recruitment  strategies  • Continued commitments to  creating greater diversity in the  talent and succession pipeline | • Increased women in senior  leadership positions to  42.1% (as defined in the  Women in Finance Charter  effective 31 March 2025)  • Women on Board 40%  • Female Chief Executive  Officer  • Female Finance Director |
|  |  |  |  |  |
|  | | | | |
| Entity specific  Employee mental  health and wellbeing | • Wellbeing programmes | • No targets set | • Maintain a comprehensive  wellbeing strategy | • Continue to build and  enhance our wellbeing  offering |
|  |  |  |  |  |

#### Our employees

Our employees represent a diverse and highly skilled workforce, displaying resilience and commitment to our purpose and values

and with the ability to embrace change. Our diversity and inclusion framework enables a culture of collaboration and inclusivity that

enhances creativity and problem-solving capabilities. The majority of our employees hold professional qualifications and are

committed to continuous learning and professional development, actively participating in both internal and external learning

programmes that deepen their skill and understanding of broader business practices. Our commitment to our values guides the

conduct of all employees and ensures their actions and attitude reflect our values and philosophies.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 31 March 2025 | | | | |  | Methodology |
| Employees breakdown by gender | Permanent\* | Temp\*\* | Non-  guaranteed  hours | Total | % of  employees |  | • All employees within IBP  • For permanent employees, we  provide a gender breakdown,  categorising individuals by sex  (male or female)  • For fixed-term contractors and  temporary employees, we  report a single total number  without further demographic  breakdowns. |
| Male | 1 458 | — | — | 1 458 | 61.4% |  |
| Female | 899 | — | — | 899 | 37.9% |  |
| Other | — | — | — | — | —% |  |
| Not reported | — | 17 | — | 17 |  |  |
| Total employees at end of the period | 2 357 | 17 | — | 2 374 | 99.3% |  |
| Average number of employees over the period |  |  |  | 2 332 |  |  |

\* Permanent employees are individuals directly employed by Investec Bank plc on a full-time or part-time basis under open-ended employment contracts, with no

predetermined end date to their employment.

\*\* Temporary employees includes anyone on a temporary or fixed term contract. We do not report on gender for this category.

337

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| 06 |  | Sustainability statement |  |  | Investec Bank plc Annual Financial Statements  2025 |
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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |
| --- | --- |
|  |  |
| Employees breakdown by country | 31 March 2025 |
| Benelux | 16 |
| Channel Islands | 127 |
| France | 36 |
| Germany | 24 |
| India | 209 |
| Ireland | 48 |
| Singapore | 2 |
| Switzerland | 45 |
| UK | 1 813 |
| US | 37 |
| Total employees at end of the period | 2 357 |

|  |  |
| --- | --- |
|  |  |
| Employee turnover | 31 March 2025 |
| Total employees that have left during the year | 229 |
| Total employee turnover | 9.8% |

Engaging with our people

Process, our primary method of engagement, is the cultural

mechanism we use to have iterative, open and honest dialogue

to resolve problems, test decisions, innovate and enable

progress. Process requires rigor and discipline and is the driving

force behind how work is accomplished, it focuses on

embedding psychological safety within teams and entrenching

a culture of radical candour and clear feedback with care.

Process must be considered within the context of performance

– timeous, decisive and with commitment to outcomes.

Our employee listening programme, held by our P&O consulting

teams, seeks to understand how people experience the

organisation, and the extent to which they are aligned to our

purpose, values and culture. Additionally, a designated non-

executive director represents the views of our workforce in the

boardroom, ensuring that employee perspectives are integral to

our governance processes.

We fully support employees' rights to freedom of association

across all businesses and geographies in which we operate.

Investec upholds the constitutional rights of our employees to

freedom of association, the right to collective bargaining, the

protection of employee representatives and the right to be a

member of a trade union of their choice. No employees have

joined a trade union, making collective bargaining unnecessary.

As IBP operates in the financial services sector, our employees

are less inclined to join a trade union due to various factors,

including the professional work environment and individual

contracts. Our employees receive competitive compensation

and have individual employment contracts. Additionally, robust

labour laws and employee protections provide strong

regulatory safeguards, diminishing the perceived necessity for

union representation. We recognise the importance of our

employee’s views and of employee engagement. We have

established internal forums, whistleblowing mechanisms and

direct communication channels with leaders to address any

employee concerns. Employees who believe they have

experienced human rights violations can safely report these

incidents through the IBP whistleblowing line, assured that they

will not face retaliation. Our whistleblowing policy is available

on our [website here](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/legal/IBP-Whistleblowing-Policy.pdf).

Actions and performance

We engage with our employees, across all levels, functions,

roles, jurisdictions and demographics. Mechanisms we leverage

as part of our employee listening strategy include focus groups,

performance reviews, learning programmes, site visits, group

meetings, one-on-one meetings, town halls, an induction

programme, leadership programmes, specific strategy sessions,

belonging, inclusion and diversity initiatives, and exit interviews.

To enhance the employee value proposition, we measure the

effectiveness of employee engagement through strategic

qualitative data. This approach improves our understanding of

the Investec employee experience and informs targeted

interventions. We achieved this by building and operationalising

a deliberate employee listening strategy, creating channels for

continuous conversation across all Investec jurisdictions, and

developing a framework for collecting and analysing qualitative

data derived from this strategy.

Insights from our employees

Workforce engagement activities help us to understand the

lived experience of employees at Investec. We value the

opinions and experiences of our employees when making

decisions or taking actions that may impact Investec or our

stakeholders. This involves actively gathering feedback through

various channels allowing staff to voice their thoughts and

concerns. Through these discussions, we gather insights and,

where appropriate, use them to shape our strategy and policies

to address a range of impacts, from operational efficiencies to

workplace culture and social responsibility initiatives.

Governance and oversight

The Board of Directors takes ultimate accountability for

employee engagement. Refer to page 17 for our Section 172(1)

disclosures, fulfilling the statement requirement under the

Companies Act 2006. In addition, a designated non-executive

director is responsible for overseeing our employee

engagement, through various methods, such as face-to-face

interactions with our employees, to gather insights and ensure

that our employees’ perspectives and concerns are conveyed

and taken into account during Board meetings. The non-

executive director is tasked with ensuring that the Board and

Executive Directors take appropriate actions to address

employee concerns and provide feedback to employees

regarding how the Board intends to respond to their input.

338

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|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

#### Employee rights

Human rights statement

Our human rights statement available in “[The way we do](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf)

[business”](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf) [on our website](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf), outlines our philosophy as an

organisation to respect the dignity and worth of the individual.

We uphold the constitutional rights of our employees at all

times, do not practice forced or compulsory labour, and do not

employ children. The statement adheres to the Ten Principles

of the United Nations Global Compact (UNGC) concerning

human rights, labour, environment, and anti-corruption. It

ensures that all our operations comply with internationally

recognised human rights standards and strictly prohibits any

involvement in human rights abuses. In addition, it states that

we comply with relevant laws across all jurisdictions and

promote the UN principles within our sphere of influence. The

statement notes the provision of a minimum living wage,

ensuring that all employees globally earn above the statutory

minimum. Additionally, it supports international efforts to

eliminate human trafficking, slavery, forced and child labour, in

accordance with the UK Modern Slavery Act 2015 and relevant

International Labour Organisation (ILO) conventions.

• Scope of the policy: Our human rights commitment applies to

IBP and its subsidiaries and extends to all suppliers, vendors,

third parties and their representatives and associated

persons, including employees, agents, subsidiaries, affiliates,

suppliers, and subcontractors

• Accountability: For the Bank, accountability for the

implementation of our human rights commitments lies with

the Board

• Publication status: Our human rights statement was last

updated in June 2022 and is accessible to all staff on the

intranet. It is also publicly available in the ["The way we do](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf)

[business"](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf) on our website.

Actions and performance

IBP remains committed to the Ten Principles of the United

Nations Global Compact, actively supporting and respecting

the protection of internationally proclaimed human rights and

ensuring that we are not complicit in any human rights abuses.

We support the UK Modern Slavery Act 2015 by implementing

robust measures to prevent slavery and human trafficking

within our operations and supply chain. Our Modern Slavery Act

statement is available on our [website here](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/legal/modern-slavery-act-statement-2024.pdf). Furthermore, our

human rights commitments are available to all employees on

the intranet.

Tracking the effectiveness of our human rights

commitments

Throughout the year, IBP has maintained a strong commitment

to human rights. We are pleased to report that there were no

human rights violations within IBP. This success reflects our

rigorous policies, ongoing monitoring, and proactive measures

to protect the rights and dignity of our employees.

Metrics and targets

While we have not established specific targets, we aim for no

human rights violations relating to our employees; furthermore

we do not tolerate workplace bullying, harassment, or

discrimination. Metrics on human rights are disclosed below.

Our approach focuses on maintaining robust policies and

practices that ensure all employees are treated with dignity and

respect, rather than aiming for specific numerical benchmarks.

|  |  |
| --- | --- |
|  |  |
| Severe human rights issues (forced labour, human  trafficking or child labour) | 31 March 2025 |
| Severe human rights issues (forced labour,  human trafficking or child labour) and  incidents connected to own workforce  (number) | — |
| Severe human rights issues (forced labour,  human trafficking or child labour) and  incidents connected to own workforce that  are cases of non-respect of UN Guiding  Principles and OECD Guidelines for  Multinational Enterprises (number) | — |
| Total amount of fines, penalties and  compensation for damages relating to severe  human rights incidents (forced labour, human  trafficking or child labour) (£) | — |

Discrimination statement

IBP defines discrimination as the unfair or prejudicial treatment

of individuals or groups based on characteristics such as

gender, race, ethnicity, religion, age, disability, nationality,

political opinion, sensitive medical conditions, pregnancy,

maternity, civil partnership, and sexual orientation.

Discrimination can take various forms, including unequal

treatment, harassment, exclusion, or denial of opportunities.

Our approach to tracking discrimination incidents focuses

exclusively on grievances that lead to disciplinary action,

including both ongoing and resolved cases.

As an equal opportunity employer, we strive to prevent and

eliminate all forms of discrimination in line with our policies,

practices, and relevant International Labour Organization (ILO)

conventions and legislation. We have established a formal

grievance procedure, documented in a written policy, to

appropriately address any incidents that may arise. Additionally,

we provide several informal channels for employees to discuss

their concerns, including access to People & Organisation

teams and independent external consultants through our

employee wellbeing programme. Furthermore, we have an

independent external whistleblowing hotline (Navex) and Web

Portal which our employees can use.

• Scope of the policy: The discrimination statement applies to

the Investec Group, which includes IBP, and relates to our

employees in the value chain

• Accountability: Implementation lies with the Board. Anyone

who feels they are being treated unfairly or is experiencing

any form of discrimination, intimidation, or harassment has

the right to lodge a grievance (formal or informal) with

leadership and/or the Employee Relations department. IBP

will investigate the complaint in a sensitive and confidential

manner

• Publication status: Our discrimination statement was last

updated in June 2022 and is accessible to all staff on the

intranet. It is also publicly available in the ["The way we do](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf)

[business"](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf)on our website.

339

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| 06 |  | Sustainability statement |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Actions and performance

We continue to use balanced shortlists and interview panels, as

well as digital analysis of our job adverts to remove gender-

biased language. We provide neurodiversity guidance and

information for all employees and leaders. There is sustained

take-up of shared parental leave, and we have continued our

partnership with an external provider to offer fertility,

menopause, pregnancy and early parenting support.

Succession planning, with a focus on people development and

internal mobility of women and people of colour, remains a

priority.

Metrics and targets

IBP is committed to preventing incidents of discrimination

within the Bank through our ongoing business practices. Setting

numerical targets for discrimination incidents may not

effectively capture the nuances of workplace inclusion. We

prioritise creating an environment where all employees feel

valued and respected, utilising qualitative feedback and

continuous improvement initiatives to address and prevent

discrimination.

|  |  |
| --- | --- |
|  |  |
| Discrimination and complaints | 31 March 2025 |
| Complaints/grievances\* (number) | 10 |
| Number of complaints where a finding of  discrimination (including harassment) was  reached | 3 |
| Total amount of fines, penalties and  compensation for damages as result of  incidents of discrimination (including  harassment) and complaints/grievances)(£) | — |

\* Complaints/grievances are defined as formal grievances filed through

channels for people in own workforce to raise concerns, including via

whistleblowing mechanisms. 3 of the total 10 complaints resulted in findings

of discrimination.

#### Employee remuneration

Our approach to reward reflects our culture. It relies on open

and honest dialogue between people and their leaders, to

enable us to recognise and reward the contribution people

make and the value they add to the organisation. We reward

people based on everything they bring to the role and the team.

This includes the scope and complexity of the role as well as

the experience and knowledge the individual brings to the role.

We determine reward based on strategic financial performance

and non-financial contribution. The non-financial elements of

the role, while less tangible, are incredibly important and

include the contributions that an individual adds over and

above the standard expectations of their role. A transparent

and formal procedure is used to develop policy and to agree

executive and senior leadership remuneration.

Our remuneration practices comply with local regulations and

reward people meaningfully for their performance and

contribution. Investec is supportive of a minimum living wage

and ensures that all its employees are paid above the relevant

minimum living wage.

In line with our philosophy of material ownership, employees

across the organisation participate in our staff share awards

and have the opportunity to benefit from our long-term growth.

Variable remuneration is determined based on overall

performance, cultural alignment and risk events, with careful

monitoring to ensure regulatory compliance. Additionally, all

incentives are subject to a performance adjustment, allowing

for the reduction or recovery of remuneration in cases of risk or

misconduct. Executive incentives are deferred for up to seven

years, ensuring that our incentive structures do not promote

irresponsible or short-term behaviour. See more on our

remuneration philosophy on page [96](#i447e4d363cd344738300acdd42f0e3a0_250).

• Scope of the policy: The remuneration philosophy applies to

IBP and relates to our employees in the value chain

• Accountability: The IBP Remuneration Committee and the

DLC Remuneration Committee are tasked with overseeing

the compensation structures for Executive Directors, senior

employees, including Material Risk Takers (MRTs), and the

broader workforce of the Bank. Ultimately, the Board holds

full accountability for all remuneration decisions

• Publication status: Our latest remuneration philosophy is

available in the [remuneration section](84S0VF8TSMH0T6D4K848-2025-03-31-T01.html#i447e4d363cd344738300acdd42f0e3a0_250-bookmark-a5761ddd3a674d09a48e8fcb7af60e3f) of this annual report.

Actions and performance

Our pay and bonus gaps are principally driven by a higher

proportion of women in junior and mid level roles and a lower,

albeit growing proportion, of women in senior leadership,

revenue-generating and client-facing roles. We are confident

that all our employees are paid fairly and equitably based on

their role, skills and experience, and this is central to our reward

philosophy.This year there has been an increase in women in

both the upper quartiles of pay, improving the balance of

women relative to men and resulting in a narrowing in both the

mean and median hourly pay gap and bonus pay gap figures.

Furthermore, the Bank has a number of share option and long-

term share incentive plans that are designed to align the

interests of employees with those of shareholder and long-term

organisational interests, and to build material share ownership

over the long term through share awards. These share option

and incentive plans are also used in appropriate circumstances

as a mechanism for retaining key talent.

Tracking the effectiveness of our remuneration philosophy

During the year, the IBP and DLC Remuneration Committees

considered the implications of belonging, inclusion and diversity

within our remuneration philosophy, policies and frameworks,

including addressing equal pay and diversity pay gaps.

Furthermore, they considered how our remuneration

philosophy, policies and practices support and align with our

sustainability initiatives. The Committee also assesses the risk

implications of our remuneration policies and reviews regulatory

changes related to remuneration to maintain compliance and

uphold our commitment to fair and effective compensation

practices.

Metrics and targets

Although we have not set targets, we continue to reduce the

gender pay gap and pay all our employees above the minimum

living wage. The reduction in our gender pay gap has been

positively impacted by a greater proportion of our female

population now being in revenue generating functions. We are

committed to achieving greater female representation across

the organisation, particularly in senior leadership and client-

facing roles and are dedicated to reducing the gender pay and

bonus differentials over time.

21  The annual total remuneration ratio of the highest paid individual to the median annual total remuneration for all employees.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Compensation metrics (pay gap and total compensation)

Hourly and bonus pay gap

![15942919106417]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Hourly pay gap |  |  | Bonus pay gap |

Proportion of male and female receiving a bonus

![15942919106426]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Male |  |  | Female |

• Mean: The mean figure represents the difference between the

average of men’s and women’s pay expressed as a percentage of

the average male pay

• Median: The median represents the percentage difference between

the midpoints of men’s and women’s pay. This is expressed as a

percentage of the male midpoint

• Hourly gender and bonus pay gaps: The hourly and bonus pay gaps

are calculated on the average and median across Investec Bank and

do not take into consideration factors such as the type of role and

level of seniority.

• All our employees are eligible to receive a discretionary bonus. Our

reward structure is performance-linked and gender-neutral by

design. Employees are typically eligible for a bonus after a minimum

period of employment.

Regarding the gender pay gap calculation we have followed the

UK government gender pay gap methodology and excluded

individuals who received reduced pay due to a period of leave

e.g. unpaid leave, parental leave etc. In addition, 76 employees

from an entity that Investec recently acquired majority

ownership of are excluded from the pay gap calculations.

Annual total remuneration ratio 21

Chief Executive pay ratio

The ratios of Chief Executive remuneration to employee

remuneration are shown below

|  |  |
| --- | --- |
|  |  |
|  | 2025 |
| Median pay ratio | 24.9 |

We selected Option A from the UK Companies Act, which

calculates the pay and benefits of all employees, using each

element of total remuneration, to identify the employee at the

50th percentile. We then calculated the ratio of the IBP Chief

Executive pay to the pay of this employee, because we believe

it provides the most accurate reflection of the ratio of the IBP

Chief Executive pay to the pay of all employees. The

calculations reference data for the financial year ending March

2025 and include variable pay awarded for FY25 performance

which is paid in June 2025. For 2025 the total pay and benefits

for the 50th percentile reported under CSRD is £106,819.

Our diversity and inclusion framework aims to create a sense of

belonging for all employees, making Investec a place where

everyone can be themselves. We actively seek diversity and

recognise that a diverse and inclusive workforce is essential to

our ability to be an innovative organisation that can adapt to

the ever increasingly fast-changing world we live in. We are

committed to ensuring our workforce reflects the diversity of

our client base and the society in which we operate.

We enable belonging and inclusion by:

• Developing leaders to enable belonging

• Engaging with leaders, teams and consultative forums on

how to improve belonging and engagement

• Offering learning programmes that encourage dialogue and

celebrate the value of inclusion and diversity

• Ongoing and enhanced, aligned support for diversity

networks across the Group as well as creating awareness of

intersectionality across networks

• Utilising recruitment strategies that actively seek diversity,

engaging with under-represented groups, females and

people with disabilities

• Providing disabled employees with a supportive and

accommodating working environment

• Delivering research and thought leadership around diversity,

equity, inclusion and belonging.

Investec is committed to being an equal opportunity employer.

In accordance with our policies and practices, and relevant ILO

conventions and legislation, we do not tolerate any form of

discrimination based on gender, gender reassignment, race,

ethnicity, religion, belief, age, disability, nationality, political

opinion, sensitive medical conditions, pregnancy, maternity,

civil partnership and sexual orientation. Employees with

disabilities are an essential part of a diverse talent pool and

every effort is made to facilitate an accessible environment for

all.

341

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Board diversity policy

The Board diversity and inclusion policy sets out our approach

to the diversity of the Board of Directors of IBP, and provides a

high-level indication of the Board’s approach to diversity for

senior leadership roles. The policy states that the Bank

recognises the benefits of a diverse, representative Board,

senior leadership and executive management. Diversity of

thought is necessary to provide the range of perspectives,

insights and challenges to support good decision-making;

therefore, consideration is given whereby the collective hold an

appropriate balance of skills, knowledge, experience and

independence, as well as race, ethnicity, gender identity,

culture, age, disability, sexual orientation, geographical

provenance, educational, professional and socio-economic

backgrounds, and other relevant personal attributes. The policy

establishes measurable targets for gender and ethnic diversity

within the Board.

• Scope of the policy: This policy is applicable to IBP and

impacts the Board, senior leadership and executive

management in our value chain

• Accountability: The IBP Nomination Committee is responsible

for monitoring and assessing the Board’s composition and

diversity on behalf of the Board, and recommending the

appointment of new directors. The Committee also oversees

the annual review of the performance of the Board

• Publication status: This policy was updated in September

2024 and is reviewed on an annual basis.

Actions and performance

The IBP Nomination Committee reviews the measurable

objectives and targets on an annual basis. Furthermore, they

report annually, [in the corporate governance section](#i0d12d50251a44d3fac4d922e76158539_16279) of the

Bank’s annual report, on inclusion and diversity progress,

including information about the appointment process and

progress against these targets.

We are committed to achieving greater female representation

across the organisation, and particularly in senior leadership

and client-facing roles and are dedicated to reducing the

gender pay and bonus differentials over time. We foster

belonging and inclusion by developing leaders who promote

these values and engaging with them, teams, and consultative

forums to enhance belonging and engagement. Our learning

programmes encourage dialogue and celebrate the importance

of inclusion and diversity. We provide ongoing, aligned support

for diversity networks across the Group and raise awareness of

intersectionality within these networks. Our recruitment

strategies actively seek diversity by engaging with

underrepresented groups.

Tracking the effectiveness of our Board diversity policy

To track effectiveness of the Board diversity policy, the Board

assigned the responsibility of monitoring Board diversity targets

to the IBP Nomination Committee, which reviews the

composition of the Board at each meeting. Additionally, we

report our progress on diversity and inclusion in the corporate

governance section of the Bank’s annual report. This report

includes details about new Board appointments and updates on

our achievements in meeting diversity goals.

Metrics and targets

The Board’s current target is to ensure at least 40% female

representation on the Board, and for at least one woman to

hold the position of the Chair, Chief Executive or Financial

Director.

Our board gender diversity targets were set with the aim of

aligning with industry standards and recommendations

wherever possible. This includes aspiring to meet the criteria

established by the FTSE Women Leaders Review (formerly the

Hampton-Alexander Review) and the Parker Review. These

commitments were endorsed by the Board.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Women representation | March 2025 | Target |
| Women on the Board | 40.0% | 40.0% |

Women in Finance Charter

[The Women in Finance Charter](https://assets.publishing.service.gov.uk/media/5a7f44e9ed915d74e62296df/women_in_finance_charter.pdf)(the “Charter”) represents a

pledge by HM Treasury and participating firms to collaborate in

creating a more balanced and equitable financial services

industry. Signatory firms commit to being leaders in their sector

by promoting gender balance at all levels. The Charter

emphasises that a diverse workforce benefits business

performance, enhances customer satisfaction, improves

profitability and fosters a positive workplace culture, making

firms more appealing to investors. Key commitments of the

Charter include:

• Supporting the advancement of women into senior roles by

focusing on the executive pipeline and mid-tier levels

• Acknowledging the diversity within the sector, allowing firms

to establish their own targets and implement tailored

strategies based on their unique starting points

• Requiring firms to publicly report progress against these

internal targets to ensure transparency and accountability in

driving change.

• Scope of the coverage: Senior leadership in the Bank General

Management Forum

• Accountability: The CEO of IBP is the senior executive

responsible and accountable for gender diversity and

inclusion

• Publication status: The latest disclosure on our commitment

to the Charter can be found on our [website here](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/investor-relations/the-women-in-finance-charter-report-2024.pdf).

Actions and performance

In September 2018, IBP committed to the Women in Finance

Charter, at which time our female representation in senior

leadership\* was 19% (as of 31 March 2018). Last year, we set a

new target of achieving 35% female representation in senior

leadership by 2027, increasing our previous goal by 5%. As of

March 2025, we have surpassed this target, reaching 42.1%

female representation in senior leadership. We remain steadfast

in our commitment to further increase female representation

throughout the entire organisation.

\*Senior leadership, reported under the Women in Finance Charter, is defined as

all those who are members of the Bank General Management Forum.

Tracking the effectiveness of our commitment to the Women

in Finance Charter

IBP monitors the effectiveness of our commitment to the

Women in Finance Charter by having the Board review diversity

targets on an annual basis. Our progress on diversity and

inclusion is published annually in the corporate governance

section of the Bank’s annual report.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Metrics and targets

By signing the Charter, we pledged to advance gender diversity through several key actions: appointing a senior executive

dedicated to gender diversity and inclusion, setting internal gender diversity targets for senior leadership positions, annually

publishing progress reports on these targets, and linking the remuneration of senior executives to their success in meeting these

gender diversity goals.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Female representation in Senior Leadership\*\*\* | 31 March 2025 | Target |
| Female representation in our Bank General Management Forum (Women in Finance Charter) | 42.1% | 35.0% |

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 31 March 2025 | | | | | | | | | | | |
| Employee gender and age diversity | Executive Directors\* | | | Top managers\* | | | Rest of employees | | | Total | | |
| Male | Female | Total | Male | Female | Total | Male | Female | Total | Male | Female | Total |
| Total number of employees under the  age of 30 | — | — | — | — | — | — | 209 | 135 | 344 | 209 | 135 | 344 |
| Total number of employees between  the age of 30 and 50 | — | 1 | 1 | 7 | 4 | 11 | 920 | 565 | 1 485 | 927 | 570 | 1 497 |
| Total number of employees above the  age of 50 | 1 | 1 | 2 | 4 | 2 | 6 | 317 | 191 | 508 | 322 | 194 | 516 |
| Total employees at end of the period | 1 | 2 | 3 | 11 | 6 | 17 | 1 446 | 891 | 2 337 | 1 458 | 899 | 2 357 |

\* Fani Titi is an Executive Director of IBP however is not reflected in the above as his primary residence is in South Africa and he is reflected in the Investec Limited

headcount.

\*\* Top managers are defined as those on the Group Executive Team who are based in the UK and members of the Bank General Management Forum.

\*\*\* Senior leadership, as reported under the Women in Finance Charter, is defined as members of the Bank General Management Forum.

#### Employee mental health and wellbeing

Our wellbeing strategy is proactive and preventative, and

encompasses physical, mental, emotional and financial health,

while also responding to individuals' curative needs.

We are enhancing our wellbeing offerings, learning and

awareness initiatives to ensure we make it as easy as possible

for people to make healthy choices; and that we focus on

themes that are a priority for people such as mental and

financial health.

Our policies, including leave entitlement and flexible working

practices, are regularly reviewed and adjusted to take into

consideration the needs and wellbeing of our employees, our

employment obligations and local market practice.

• Scope of the programme: This programme covers the

operations on the Bank and our own employees in the value

chain

• Accountability: For the Bank, our P&O oversees the

implementation of this programme, and where required, they

will escalate feedback to the Board. This oversight includes

regular evaluations of our programmes to assess their impact

and effectiveness, as well as soliciting feedback from

employees to continuously refine and improve our offerings

• Publication status: Our programme is updated on an ad hoc

basis and is accessible on our intranet to all our employees.

Tracking the effectiveness of our wellbeing programmes

IBP measures the effectiveness of its mental health and

wellbeing programmes by incorporating evaluations into the

culture, climate and conduct (CCC) reports presented to the

Board, which include a focus on wellbeing and mental health,

underscoring our dedication to these areas. Regular reporting

allows IBP to assess the impact of our wellness initiatives, track

progress and identify areas for improvement.

Actions and performance

Our comprehensive wellbeing programmes continue to support

the physical, mental, emotional, and financial health of our

employees. Employees consistently have access to resources

such as private medical insurance, dental plans, counselling

services, flexible working arrangements and diversity networks.

Metrics and targets

We do not have metrics or targets related to employee health

and wellbeing. The focus of our mental health and wellbeing

programme is to care for our people in an individualised and

personal way. The programme supports the objective through

our business-as-usual activities rather than through

quantitative targets.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

#### Remediating negative impacts and channels for employees to raise concerns

IBP has various channels for our employees to raise concerns,

this includes raising grievances through our employee relations

and compliance teams. Any employee who feels discriminated

against or who has been subjected to any form of harassment,

has the right to lodge a grievance (formal or informal) with their

leader, Business Unit leader, the Head of P&O, People

Consultant, Employee Relations consultant or alternatively via

the whistleblowing line. In addition, we have an independent

external whistleblowing hotline (Navex) and Web Portal which

our employees can use.

The complaint will be investigated in a sensitive and

confidential manner. Where appropriate, an informal grievance

process will be facilitated by the People Consultant to address

the complaint. If the matter remains unresolved or the conduct

is serious or continuous, a formal disciplinary hearing will be

scheduled by Employee Relations. If an employee is found

guilty of misconduct, they may be dismissed. Investec does

not tolerate retaliation against an employee who, in good faith,

lodges a grievance regarding discrimination or harassment.

Emotional support is provided through the Employee Assistance

Programme, which is an external, confidential counselling

service provided to employees.

We take concerns and whistleblowing very seriously. We strive

to protect the anonymity of whistleblowers if they wish.

Additionally, we are dedicated to ensuring that our employees

can raise concerns with Investec without fear of retaliation,

discrimination, disadvantage or dismissal. Our whistleblowing

policy is available on our [website here](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/legal/IBP-Whistleblowing-Policy.pdf). IBP’s whistleblowing

methodology encompasses any disclosure of a ‘reportable

concern’ related to our operations within the UK. These

concerns include breaches of our policies and procedures,

behaviours that could harm IBP’s reputation or financial

stability, and issues covered under the Companies Act 2008

(Section 159) and the Public Interest Disclosure Act (PIDA).

Additionally, employees are encouraged to report any violations

of our Conduct or Code of Ethics. It is important to note that

whistleblowing incidents occurring outside the UK are not

included in this methodology.

|  |
| --- |
|  |
|  |

#### Our clients

We are committed to understanding and meeting the needs of

our clients through responsible banking practices that prioritise

transparency, ethical conduct and a focus on sustainable

outcomes. We actively promote sustainable finance initiatives

that empower our clients to transition towards greener

practices, thus contributing to a more sustainable economy.

Consumers and end-users of IBP include HNW Private Clients

within our Private Client Banking activities, as well as corporate,

private, intermediary, government, and institutional clients in

our Corporate and Investment Banking sectors. In line with the

findings of our DMA, this section highlights the IROs for both

client segments within our private banking and corporate

investment activities.

#### Material IROs relating to our clients

In our Private Client and Corporate Banking activities, our DMA

process identified a financial opportunities related to client

engagement and marketing. We recognise the importance of

responsible marketing practices that prioritise transparency and

respect for client preferences. This approach allows us to

engage effectively with clients while ensuring that they are fully

informed about products and services, preventing

greenwashing and to ensure all our client representations are

fair, balanced and understandable.

As concerns about data breaches, privacy violations and cyber

security threats continue to rise, our commitment to

safeguarding client information positions us as a trusted partner

in an increasingly digital landscape. These IROs materialise

within our own operations.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| ESRS S4: Our clients | | | |  | Value chain |  |  | Affected  business model |
| FR | Information-related impacts:  • Data privacy: Weak data protection can lead to regulatory fines, reputational damage,  and loss of client trust, posing a significant financial risk.  Entity specific  • Cyber security: Cyber threats pose a financial risk through potential data breaches,  operational disruption, regulatory penalties, and reputational harm | | |  | Downstream |  |  | • Private Client  Banking  activities  • Corporate  and  Investment  Banking  activities |
|  | | | |  |  |  |
| FO | Information-related impacts:  • Client engagement and marketing: Providing access to high-quality information can  enhance our brand reputation, attract more clients and may drive improved financial  performance | | |  |  |  |
|  |  |  |  |  |  |  |  |  |
| Key | |  |  |  |  |  |  |  |
| NI | Negative impact | FO | Financial opportunity |  |  |  |  |  |
| PI | Positive impact | FR | Financial risk |  |  |  |  |  |

344

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

#### Policies related to our clients

We are committed to maintaining transparency in our communications by providing access to quality information regarding our

products and services. We understand the significance of clear communication in preventing misleading claims, especially

concerning sustainability claims.

We prioritise data privacy, ensuring that all client information is handled with the utmost care and in accordance with applicable

data protection regulations. Furthermore, we are dedicated to combating cyber security threats by implementing robust security

measures and continuously enhancing our systems to protect our clients’ sensitive information from potential breaches, thereby

ensuring their trust in our services.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Topic and sub-topic | Policies | Targets | Actions | Performance |
|  |  |  |  |  |
| Information-related  impacts  Client engagement  and marketing | • IBP Client  Communications and  Financial Promotions  Policy | • No target set | • Ensure that information provided to  clients is provided in a  comprehensible form  • Compliance reviews of client  communications to ensure  adherence to the policy  • Channels are available for clients to  report concerns regarding  misleading sustainability claims | • The IBP BRCC received two  comprehensive reports that  evaluated the effectiveness  and compliance of our client  engagement and marketing  strategies  • Quarterly reports to the IBP  BRCC, covering key conduct  matters |
|  |  |  |  |  |
|  | | | | |
| Information-related  impacts  Data privacy | • IBP Data Protection  Policy | • No target set | • Enforcing strict policies to protect  sensitive client information  • Capture and record any breaches  of policy or regulation | • Employee completion rate of  protection training.  • For the current year all  required employees completed  this training |
|  |  |  |  |  |
|  | | | | |
| Entity specific  Cyber security | • Group Security  Framework | • No target set | • Continue to actively seeks potential  vulnerabilities within the Bank’s  application and infrastructure  architecture  • Fostering cyber security awareness  among our employees | • Employee completion rate of  security and cyber security  training.  • For the current year all  required employees completed  this training |
|  |  |  |  |  |

#### Our clients

IBP serves a diverse range of clients, including corporate,

institutional, private equity, government and intermediary

entities, primarily focusing on small to mid-sized UK corporates.

Additionally, IBP caters to HNW private clients, charities and

trusts, who are active wealth creators with annual incomes

exceeding £300 000 and net asset values above £3 million.

These clients rely on IBP for tailored financial services,

including lending, investment and advisory solutions that meet

their unique needs and support their growth and sustainability

objectives.

Engaging with our clients

Engagement is essential to IBP, as it allows us to understand

stakeholder views and respond in a meaningful and impactful

way. Throughout the year, we gather feedback through

continuous dialogue with stakeholders, including our clients.

These insights inform our focus areas, engagement strategies

and strategic improvements, ensuring alignment with

stakeholder needs and sustainability goals. Additionally, the

Board’s oversight of stakeholder engagement ensures that

these interactions directly influence principal decisions.

We engage with clients through various channels, including

providing information about products and services, and issuing

financial promotions that encourage investment activity. We

customise our interactions to meet the specific needs of our

target audiences.

Our client engagement and marketing strategies, combined

with stringent data privacy and cyber security management,

create financial opportunities for the Bank. Effective client

engagement and marketing initiatives drive client acquisition

and retention, enhancing revenue. Additionally, our

commitment to data privacy and cyber security builds trust and

confidence among clients, making IBP a reliable partner for

safeguarding their sensitive financial information. This trust not

only strengthens client loyalty but also attracts new clients,

thereby expanding our client base. Moreover, by mitigating the

risks of data breaches and ensuring regulatory compliance, IBP

avoids potential financial losses and reputational damage,

safeguarding our profitability.

Our client engagement and marketing strategies cover our

entire client base. When creating or reviewing client

communications, we assess the likely vulnerability traits of the

target audience to ensure the messages are suitable and, when

necessary, implement special provisions to accommodate their

needs. This involves careful consideration of both the content

and the format of our communications to effectively support

and engage vulnerable clients. Our vulnerable clients policy

considers the guidance from the FCA. The FCA has identified

four key drivers of vulnerability, which IBP has incorporated into

its approach. These drivers are health conditions that impact

daily activities, major life events such as bereavement or

relationship breakdown, low resilience to financial or emotional

shocks and limited capability in financial matters or digital skills,

guide IBP in recognising and addressing client vulnerability. IBP

ensures that all business units understand the nature and

extent of these vulnerability drivers within their target markets

and client base.

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

Oversight of material client communications is provided by

appropriate IBP committees. In compliance with regulations

such as Consumer Duty, we test our communications by

evaluating factors like the target market, purpose, potential

impact, client information needs and vulnerability. Depending

on the nature and importance of the communication, we

employ testing methods including internal reviews and external

focus groups. When uncertainties arise, we consult with

Compliance to ensure that our communications are effective

and adhere to regulatory standards.

Human rights

Our position on human rights expresses our strong culture and

values, including unselfishly contributing to society, valuing

diversity and respecting others. We remain committed to the

ten principles of the UNGC with respect to human rights,

labour, environment and anti-corruption. Our culture and values

demonstrate our belief that as an organisation, we can have a

positive impact on the success and wellbeing of local

communities, the environment and on overall macro-economic

stability. IBP supports and respects the protection of

internationally proclaimed human rights standards and are not

complicit in any human rights abuses. Furthermore, we support

the international agenda to abolish human trafficking, slavery,

forced and child labour, and continue to support the UK

Modern Slavery Act 2015 (the Act).

IBP has integrated a range of regulatory and legislative

documents to ensure comprehensive compliance and uphold

best practices in customer engagement and protection. Our

approach aligns with the Financial Conduct Authority’s (FCA)

principles, including Principle 12, which mandates delivering

good outcomes for our clients, and Principle 6, which requires

us to pay due regard to customer interests and treat them

fairly, especially for vulnerable clients, by understanding their

needs and ensuring our products and services support their fair

treatment. We also adhere to Principle 7 in our communications,

Principle 9 in providing advice, and Principle 3 by acting with

skill, care, diligence and maintaining appropriate controls. IBP

complies with the FCA’s Treating Customers Fairly (TCF)

outcomes and follows specific FCA rulebooks such as the

Conduct of Business (COBS), Banking Conduct of Business

(BCOB), Consumer Credit (CONC) and Mortgage Conduct of

Business (MCOB) rules. Additionally, we stay informed through

key regulatory publications, including the FCA's Consumer Duty

consultation papers, policy statements and guidance, the FCA's

vulnerable clients occasional papers and guidance, and the

FCA annual Business Plan. Beyond FCA regulations, IBP

upholds the General Data Protection Regulation (GDPR) 2018,

the Equality Act 2010 and the Mental Capacity Act 2005 (MCA),

ensuring robust data protection, equality and support for

individuals with impaired decision-making capabilities.

Furthermore, IBP adopts industry standards and good

practices, even without formal membership, such as the

Lending Standard Board’s Standards of Lending Practice, the

Contingent Reimbursement Model Code for Authorised Push

Payments scams (CRM Code), Fair by Design, the Money

Advice Trust’s practical guide on inclusive design, and the

Mental Health and Money guidance for supporting customers.

These initiatives reinforce our commitment to fostering an

inclusive, fair and secure environment for all stakeholders.

IBP has established grievance mechanisms and escalation

procedures to address any concerns raised by our client or

end-users. We offer accessible and confidential reporting

channels, including customer complaint procedures and

whistleblowing mechanisms, to allow individuals to report

potential human rights violations, such as unfair treatment,

discrimination or data privacy breaches. IBP conducts thorough

investigations into reported issues, ensuring timely and

effective resolution. Where human rights violations are

identified, IBP takes corrective action, which may include policy

revisions, financial compensation, service adjustments or

enhanced consumer protections.

Our human rights statement is in ["The way we do business”](https://www.investec.com/content/dam/south-africa/welcome-to-investec/corporate-responsibility/The-Way-We-Do-Business-June-2021.pdf),

which is available on our website and accessible to all our

clients and end-users.

Governance and oversight

Accountability for human rights impacts lies with the Board,

which provides strategic oversight and ensures that human

rights considerations are embedded within the Bank’s

governance and decision-making processes. The DLC SEC, a

Board-appointed committee of the Investec Group, ensures

compliance with international standards, such as the UN

Guiding Principles on Business and Human Rights, and

overseeing the implementation of related policies and due

diligence measures across the Investec Group.

Oversight is delegated to the DLC Executive Sustainability

Committee, which oversees the integration of human rights

considerations into the Investec Groups’ broader sustainability

strategy.

IBP had no human rights incidents relating to the non-respect

of the UN Guiding Principles on Business and Human Rights,

ILO Declaration on Fundamental Principles and Rights at Work

or OECD Guidelines for Multinational Enterprises that involve

consumers and/or end-users.

#### Client engagement and marketing

The IBP Client Communications and Financial Promotions Policy

establishes mandatory standards for all client interactions,

particularly financial promotions. It ensures that all

communications are fair, clear, and not misleading, and tailored

to the audience’s needs and sophistication. Financial

promotions, broadly defined as invitations to invest, require

additional safeguards, including product-specific requirements

and special considerations for direct offers. The policy

emphasises understanding the target market, using appropriate

channels, and following formatting guidelines that include

prominent regulatory disclaimers and risk warnings.

Additionally, the policy addresses the needs of vulnerable

clients and may require communication testing to ensure

clarity. It outlines procedures for approving and documenting

financial promotions, provides mandatory training for relevant

staff, ensures ongoing monitoring, manages non-compliance

and mandates regular policy reviews to maintain effectiveness.

• Scope of the policy: This policy applies to IBP and all its

employees within the value chain, with a focus on the impact

on our clients

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

• Accountability: Governance around client engagement

strategies is embedded within our broader corporate

governance framework. The Board and the DLC SEC, provide

strategic oversight on client engagement policies, ensuring

that our approach is transparent, responsible and aligned

with stakeholder expectations. The Board and the IBP BRCC

will be informed about material matters concerning client

communication. Senior management has responsibility for

the oversight of business conducted by IBP, including its

communications to its clients send directly or through a third

party. Operationally, client engagement strategies are

implemented and monitored by relationship managers, client

service teams and Compliance Officers, who oversee

adherence to our client engagement policy. Additionally, the

Bank integrates client engagement governance into its risk

management framework, identifying potential risks such as

miscommunication, regulatory non-compliance or

greenwashing, and implementing mitigation measures

• Publication status: This internal policy was approved in

May 2024, and available to all employees on our intranet.

Actions and performance

Throughout the year, IBP focused on our client engagement

and marketing practices. The IBP BRCC received two

comprehensive reports that evaluated the effectiveness and

compliance of our client engagement and marketing strategies,

ensuring they met our ethical standards and regulatory

requirements. Additionally, the compliance team provided

quarterly updates to the IBP BRCC, covering key conduct

matters such as client complaints related to marketing

practices, breaches of conduct policies in client interactions,

regulatory interactions concerning our marketing efforts and

ongoing staff training programmes focused on ethical client

engagement and compliant marketing strategies. These regular

updates enabled IBP to promptly identify and address any

material matters in client engagement and marketing, mitigating

conduct risks and maintaining high standards of integrity and

compliance.

Metrics and targets

Although we have not set specific metrics or targets, IBP is

committed to ensuring that all sustainability-related claims are

fair, clear and not misleading. This practice is integrated into

our business-as-usual activities rather than being embedded

within quantitative targets. Currently, establishing specific

targets for client engagement and marketing is challenging due

to the qualitative and dynamic nature of these activities. Client

engagement adapts based on market conditions, client needs,

regulatory changes and product strategies, making it difficult to

define fixed or measurable sustainability-related targets that

remain relevant and achievable over time. Our focus is on

maintaining high standards of transparency and integrity in all

our communications and services to ensure client satisfaction

and uphold our reputation for ethical practices. To assess the

effectiveness of our client engagement, we encourage client

feedback and where required grievance mechanisms are

available that allow clients to report concerns or suggest

improvements. Additionally, IBP conducts regular reviews of

client complaints, compliance audits, and industry

benchmarking to assess the mitigation of IROs and identify

areas for enhancement. Insights from these assessments are

reported to senior management and the DLC SEC, ensuring

continuous improvement in our engagement approach.

#### Data privacy

The Data Protection Policy outlines the measures we take to

safeguard personal data for all our clients. We are committed to

implementing appropriate physical, technical and organisational

measures to protect personal data from accidental or unlawful

destruction, loss, alteration, unauthorised disclosure or access.

Our security protocols are aligned with the standards set forth

in our suite of Information Security Policies. Employees

responsible for processing personal data receive appropriate

training and guidance on data security. However, we expect all

employees to be familiar with the principles outlined in the

policy and other relevant information security policies of the

Bank. Furthermore, all employees have a responsibility to

promptly report any personal data breaches or suspected

breaches to their line manager as soon as they become aware

of such incidents. In the event of a data security breach, the

Bank will notify the affected client or end-user without undue

delay and within 72 hours of becoming aware of the breach.

Additionally, the policy defines strict requirements for client

confidentiality, enforcing robust measures to protect sensitive

financial information. It ensures that client data is only shared

with third parties when there is a legal justification and

adequate safeguards are in place.

• Scope of the policy: The Policy, applies to all processing of

personal data acquired from employees, agents, consultants,

contractors, vendors, service providers, clients, investors and

others. This Policy must be implemented and followed by all

Relevant Persons. For the purpose of this policy “Relevant

Persons” are defined as:

• All IBP employees (whether permanent or temporary

employees)

• Any other persons contracted to work on IBP premises

and/or in relation to IBP business (including in particular,

any persons engaged by IBP as a consultant, worker or

agent)

• Clients of IBP or visitors to IBP premises.

• Accountability: Compliance with our Data Privacy and

Protection Policies is monitored by the Data Protection Office

(DPO) in collaboration with relevant risk managers. This

oversight ensures that any significant non-compliance issues

are escalated to the appropriate business unit management

and Operational Risk teams for review and resolution.

Material issues identified through this process are escalated

to the R&CF, IBP BRCC and/or the Audit Committee for

further examination and action. Governance surrounding data

privacy and protection at IBP is designed to promote a

culture of accountability and transparency. Regular audits

and assessments are conducted to evaluate compliance with

the policy, and findings are documented to track progress

and identify areas for improvement. The DPO plays a crucial

role in providing guidance and support to all business units,

ensuring that employees are well informed about their

responsibilities regarding data protection. For the Bank,

accountability for implementation lies with the Board

• Publication status: The data protection policy is an internal

policy approved in September 2023 and available to all

employees on our intranet.

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Actions and performance

Throughout the year, IBP continued to strengthen data privacy

and security. The DLC ITRGC played a pivotal role in

overseeing security measures. Three members of the Board

also served on the DLC ITRGC, ensuring cohesive oversight

and integration of security practices across committees. All

security-related matters addressed by the DLC ITRGC were

thoroughly documented and included in the IBP BRCC meeting

papers. This inclusion ensured that senior leadership remained

informed about data privacy issues and could provide

appropriate guidance and oversight. Additionally, the Digital &

Technology department provided the IBP BRCC with updates

five times throughout the year. These updates encompassed

the latest developments in data privacy, ongoing security

initiatives, compliance status and any emerging threats or

vulnerabilities.

Metrics and targets

Although we have not set specific targets, we are dedicated to

preventing data breaches by requiring all employees to

complete mandatory data protection and cyber security

training. Setting a numerical target for data breaches could

imply a tolerance for such incidents, which is inconsistent with

our zero-tolerance approach to data privacy and protection.

Instead, we focus on maintaining robust data governance

frameworks, continuous staff training, and strong cyber

security measures to proactively prevent breaches. Mitigation

of IROs is assessed through incident tracking, internal audits

and compliance assessments, with a clear emphasis on

prevention, rapid response and ongoing improvement in line

with regulatory expectations and client trust.

Data privacy training

We place strong emphasis on building a culture of

accountability and awareness around data privacy, with the

expectation that all employees complete mandatory training.

Employee completion rate of data protection training is the

specific metric used to monitor the related IROs. For the current

year all required employees completed this training within an 86

day window. Where an employee has not completed the

required training within this window, these are non-compliant

and reflected in a breaches register. While our goal is full

participation, we understand that occasional delays can occur

due to unforeseen circumstances such as workload pressures,

personal matters, or health issues. In such cases, reasonable

flexibility is provided to ensure employees can complete the

training without compromising their engagement or

understanding. This balanced approach supports both

compliance and individual wellbeing. This training applies

specifically to Investec Bank plc, as subsidiaries may follow

separate regulatory training requirements. Furthermore, while

our mandatory training programs primarily focus on positions

directly related to operational and compliance functions,

support staff roles, such as security personnel and

administrative assistants, are not included in these

requirements, as their responsibilities do not align with the

specific training objectives outlined in our sustainability

strategy.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Module  name | Overview of module | Frequency  of training |
| Data  protection | Provides staff with an overview on  what personal data is, the key  principles of the General Data  Protection Regulation (GDPR) and  what is expected of them | • 18 months |

#### Cyber security

The Investec Group Security Framework Policy details the

Investec Group’s (including IBP’s) comprehensive strategy to

uphold trust by mitigating risks related to service disruptions,

financial losses, and data breaches from both internal and

external threats. It provides a strategic overview of the Investec

Group’s security measures, outlines frameworks for managing

cyber and information security risks, specifies key control areas

and describes methods for enhancing security capabilities.

• Scope of the policy: This policy applies to the entire Investec

Group, including IBP, and focuses on safeguarding our

operations and protecting our clients throughout the value

chain

• Accountability: Cyber risk remains a top priority for the Board.

We provide periodic updates to keep the Board and senior

management informed of industry developments and how we

remain resilient by adapting and enhancing our strategies.

We are committed to safeguarding client and employee data

through robust cyber security measures and strict

compliance with data protection laws. We adhere to the UK

Data Protection Act and the EU GDPR, conducting regular

data protection impact assessments to ensure our practices

meet regulatory standards. Our cyber security measures

include implementation of advanced systems and incident

response protocols, along with employee training on data

privacy and cyber security threats. The Board oversees the

technology and cyber security strategies. Furthermore,

governance structures are in place to review how technology

and security risks are managed with relevant updates

reported to the Board. Six of the nine directors have medium

to high digital and technology expertise. Refer to page [63](#i447e4d363cd344738300acdd42f0e3a0_3848290700527) for

directors biographies. For the Bank, accountability for the

implementation lies with the Board

• Publication status: The Investec Group (including IBP) policy

framework last updated in October 2024 and is available to

all employees.

Actions and performance

We have adopted a threat-based risk management approach,

focusing on our most likely and sophisticated threat actors,

both internal and external, and tailoring our strategies to defend

against them. Threat simulations are a core pillar of our

strategy, with external security experts conducting targeted

attack simulations to stress test our processes and evaluate the

effectiveness of our security controls. Insights gained from

these simulations are instrumental in strengthening our cyber

defences.

Our cyber security team actively seeks potential vulnerabilities

within the Bank’s application and infrastructure architecture.

These experts use constant research to stay at the leading

edge of changes in potential threats to the landscape of our

technology and processes. The team plays an important role in

product development, making sure that all applications are

secure by design. They also raise new threats they identify with

the information security teams, to put preventative measures in

place and minimise potential cyber incidents.

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We recognise the importance of comprehensive information

and cyber security training in mitigating risks associated with

the ever-evolving cyber threat landscape. By fostering security

awareness based on current trends and threats, we actively

shape the security culture within our organisation. To maintain

a state of vigilance among our staff, we prioritise ongoing

security training activities. These activities are provided to all

staff, both existing and new, ensuring that they are equipped to

identify and respond to potential threats.

We use varied training methods to drive the success of our

training programme including:

• Risk-based security training: To address specific security

risks, we employ a risk-based approach to security training.

This includes gamified security training for high-risk

departments and annual security training for all staff.

Targeted training for specific departments or roles is

conducted as needed to address emerging cyber threats

• Security awareness topics and engaging content: To ensure

the effectiveness of our security awareness campaigns, we

cover a range of topics that are relevant and engaging.

These topics include data security, password management,

security practices around using artificial intelligence (AI)

tools, including threats such as deepfakes, and awareness of

new cyber threats. We also use innovative methods such as

AI-generated podcasts to deliver engaging and informative

content to our staff.

Furthermore, periodic directors’ training takes place to educate

and enhance awareness around digital, technology and cyber

security matters. This is supported by periodic FinTech

newsletters, which keep the executive team and senior

management informed.

Measuring effectiveness of managing cyber security risk

To ensure the effectiveness of our security training programme,

we regularly conduct industry benchmarking reviews. These

reviews help us gauge our performance by comparing our

phish-prone percentage, click rate and data entry against

industry benchmarks. By consistently staying below these

benchmarks, we demonstrate our commitment to maintaining a

positive security culture and reducing staff susceptibility to

cyber attacks.

Publishing our external cyber security ratings allows us to

differentiate our business, and quantitatively measure our

cyber and information security maturity providing independent

assurance to our Board and Executives. Additionally, our

security experts actively contribute to business initiatives and

have visibility through security articles and presentations that

inform and reassure clients, and keeping us on the pulse of the

security landscape.

Metrics and targets

Employee completion rate of cyber security training is the

specific metric used to monitor the related IROs. For the current

year all required employees completed this training within an 86

day window. Where an employee has not completed the

required training within this window, these are non-compliant

and reflected in a breaches register. Although we have not set

targets, we expect all our employees to complete mandatory

cyber security awareness training. We do not set quantitative

targets for cyber security incidents, as our strategic objective is

to prevent all incidents, reflecting a zero-tolerance approach to

cyber threats. Setting a numerical target could inadvertently

suggest an acceptable threshold for breaches, which does not

align with our risk appetite or commitment to protecting client

data, operational integrity and business continuity. Cyber

security risk is highly dynamic, driven by evolving threat

landscapes and external factors beyond the Bank’s control. As

such, our focus is on maintaining a strong cyber resilience

posture through continuous investment in technology, real-time

threat monitoring, regular penetration testing, staff awareness

training, and adherence to international security standards. Our

performance in this area is assessed for mitigation of IROs

through qualitative assessments, incident response capabilities,

and compliance with regulatory and industry benchmarks.

Cyber security training

We prioritise a strong culture of cyber awareness and

resilience, underpinned by the expectation that all employees

complete mandatory cyber security training. While we strive for

full completion, we acknowledge that delays may arise due to

factors such as operational demands, personal commitments,

or health-related challenges. In these instances, we offer

appropriate flexibility to allow staff to complete the training

effectively and without undue pressure. This approach ensures

our people are well-informed while recognising individual

circumstances. This requirement applies specifically to Investec

Bank plc; subsidiaries may follow separate regulatory training

requirements. Furthermore, while our mandatory training

programs primarily focus on positions directly related to

operational and compliance functions, support staff roles, such

as security personnel and administrative assistants, are not

included in these requirements, as their responsibilities do not

align with the specific training objectives outlined in our

sustainability strategy.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Module  name | Overview of module | Frequency  of training |
| Cyber  security  and fraud  awareness | This module on information and  cyber security is designed to  provide staff with the necessary  knowledge and skills to protect  themselves and Investec from  various cyber threats | 18 months |

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|  |
| --- |
|  |
|  |

#### Business conduct

#### Business conduct governance

We are committed to upholding high standards of honesty,

transparency and ethical behaviour and do not tolerate bribery

or corruption in any form. We comply with all relevant anti-

bribery laws, including the UK Bribery Act, the UK Financial

Conduct Authority (FCA), the Prudential Regulation Authority

(PRA) rules, and other relevant regulations that may be

applicable from time to time depending on where Investec has

operations or conducts business. Ultimately, the Board

oversees the Bank’s initiatives to ensure ethical behaviour and

business practices.

Refer to page [297](#i118dad0ceb4f4298bf840dcaa1b17113_631679) for the responsibilities of the Board and

Executive Committees.

#### Our approach to business conduct and the link to our strategy

Our commitment to sound corporate governance is deeply

ingrained in our values, culture, processes and organisational

structure. We firmly believe in upholding integrity at all levels,

with our directors and employees consistently demonstrating

uncompromising moral strength, fostering and maintaining trust

among our stakeholders.

We require our directors and employees to conduct themselves

ethically and with integrity, as well as to consistently and

uncompromisingly display moral strength and behaviour that

promotes trust. Sound corporate governance is implicit in our

values, culture, processes, functions, organisational structure,

and the structures designed to formalise oversight of all

businesses and processes. We expect employees to adopt a

responsible, open and trustworthy approach to managing their

behaviour within the organisation. Employees are encouraged

to deal with issues openly and honestly by sharing information

directly and at any level that they feel is appropriate.

IBP maintains high standards across all domains of business

conduct, including areas identified as material sustainability

matters. Our commitment to these high standards is integrated

in our ongoing activities rather than through quantitative targets.

These IROs materialise within our own operations.

#### Material IROs relating to business conduct

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| ESRS G1: Business conduct | | | | Value chain | Affected  business model |
| PI | Entity specific  • Regulatory and legal compliance:  Safeguard human rights, promote environmental  stewardship and ensure fair, responsible business practices | | | • Own  operations  • Downstream | Own operations |
|  |  |  |  |  |  |
| FR | Business conduct  • Corporate culture: Risk of high employee turnover, reduced productivity and  reputational damage  • Protection of whistleblowers: Risk of undetected misconduct, regulatory penalties,  litigation cost and reputational damage  • Corruption and bribery: Risk of fines, legal action which may impact revenue,  reputation and investor confidence | | | • Upstream  • Own  operations  • Downstream | Own operations |
|  |  |  |  |  |  |
| FO | Entity specific  • Transparency and disclosure:  Clear and credible sustainability disclosures enhance  investor confidence, strengthen stakeholder trust, and improve access to responsible  capital and funding opportunities  • Regulatory and legal compliance:  Strong compliance practices can enhance  reputation, support continued market access, attract responsible investment, and  reduce long-term costs by minimising regulatory risk and operational disruption | | | • Own  operations  • Downstream | Own operations |
|  |  |  |  |  |  |
| Key | |  |  |  |  |
| NI | Negative impact | FO | Financial opportunity |  |  |
| PI | Positive impact | FR | Financial risk |  |  |

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

#### Policies related to business conduct

We have a number of policies in place to ensure ethical business conduct and safeguard us against financial losses, reputational

damage or harm to our corporate culture. The following table shows the identified IROs and the policies, actions and performance

associated with each.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Topic and sub-  topic | Policies | Targets | Actions | Performance |
|  |  |  |  |  |
| Business conduct  Corporate culture | • IBP Conduct Risk  Policy | • No targets have been  set | • Annual review of business  conduct policies  • Annual approval of the IBP  conduct risk policy by the  Board  • Regular training for all  employees on business  conduct  • Breaches in conduct are  recorded and reported to  management and relevant  committees and considered  in the annual remuneration  process | • Employee completion rate of  mandatory business conduct  training  • For the current year all required  employees completed this training |
|  |  |  |  |  |
|  | | | | |
| Business conduct  Protection of  whistleblowers | • [IBP](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/legal/IBP-Whistleblowing-Policy.pdf)  [Whistleblowing](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/legal/IBP-Whistleblowing-Policy.pdf)  [Policy](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/legal/IBP-Whistleblowing-Policy.pdf) | • No targets have been  set | • Annual review of  whistleblowing policy and  approved by the Board  • Continued monitoring of all  whistleblowing channels for  any whistleblowing  disclosures | • Employee completion rate of  mandatory whistleblowing training  • For the current year all required  employees completed this training |
|  |  |  |  |  |
|  | | | | |
| Business conduct  Corruption and  bribery | • IBP Anti-bribery  and Corruption  Policy (ABC Policy) | • No targets have been  set | • Annual review of ABC Policy  in accordance with  regulations and approved by  the Board | • Employee completion rate of  mandatory anti-bribery and  corruption training  • For the current year all required  employees completed this training |
|  |  |  |  |  |
|  |  |  |  |  |
| Entity specific  Legal and  regulatory  compliance | • IBP Compliance  and Conduct  Manual | • No targets have been  set | • Ongoing identification and  application of rules and  regulatory requirements  • Compliance monitoring | • Employee completion rate of UK  regulations and compliance  responsibilities training  • For the current year all required  employees completed this training |
|  |  |  |  |  |
|  |  |  |  |  |
| Entity specific  Transparency and  disclosure | • No policy | • No targets have been  set | • Perform gap analysis of  current and emerging  regulatory disclosures as  regulations are released | • Comply with current mandatory  disclosure requirements |
|  |  |  |  |  |

#### Corporate culture

Sound corporate governance is implicit in Investec’s values,

culture, processes, functions and organisational structure. Our

corporate culture is rooted in our core values. These values are

embedded in our operations and decision-making, ensuring

that all employees uphold the highest ethical standards.

IBP’s conduct risk policy defines IBP’s conduct risk appetite and

sets out our approach to identifying and assessing applicable

conduct risks, mitigating the impact of conduct risks, and

monitoring and reporting conduct risks. The policy also outlines

the obligations of all employees regarding the identification,

assessment, management, monitoring and reporting of conduct

risk. All IBP employees are required to comply with the policy.

The policy, along with other associated policies governing

conduct of business, enables IBP to maintain integrity in the

market, deliver fair client outcomes, and ensure that IBP’s

affairs are organised with appropriate levels of oversight and

control to mitigate business risk.

• Scope of the policy: This policy applies to IBP and its

regulated subsidiaries. Each regulated subsidiary must

develop its own conduct risk policies that align with the

overarching standards established in the IBP Conduct Risk

Policy. These policies should take into account the

subsidiary’s size, the nature of its business and applicable

local regulations. This policy applies to our employees within

the value chain

• Accountability: The Board is accountable for the

establishment and effective implementation of business

conduct policies. All IBP employees attest, upon joining and

annually thereafter, that they have read and complied with

the IBP compliance and conduct manual (the Manual) and

other policies applicable to their role and business areas,

which include the IBP conduct risk policy. The Manual

provides a high-level overview of key compliance, conduct

and regulatory responsibilities, and directs our employees to

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| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

other policies that they must comply with. The Manual was

last updated in April 2025

• Publication status: This policy was most recently approved at

the Board in February 2025.

We are dedicated to upholding high ethical standards through a

series of ongoing actions. We continuously review our business

conduct policies to ensure they remain effective and up to

date. All employees engage in regular training programmes on

business conduct to reinforce these standards. Upon joining,

every employee and director attests to their compliance with

our policies and has ongoing access to them throughout their

tenure. We diligently record any breaches of business conduct

policies or instances of employee misconduct and promptly

report material cases to management and relevant committees.

These actions ensure that our employees act with integrity,

consistently demonstrating moral strength and behaviours that

build trust.

Actions and performance

As part of its commitment to ethical conduct and sound

governance, Investec Bank plc undertakes an annual review of

its business conduct policies, ensuring they remain aligned with

evolving regulatory standards and internal expectations. To

embed a strong culture of integrity across the organisation, we

aim that all employees undergo regular training on business

conduct, which is designed to reinforce awareness of expected

behaviours and regulatory responsibilities. Furthermore, any

breaches of conduct are systematically recorded and escalated

to management and the relevant governance committees.

These incidents are also factored into the annual remuneration

process, ensuring accountability and alignment between ethical

conduct and performance-related rewards.

Measuring effectiveness of our conduct risk policy

All reported conduct breaches are assessed and recorded.

Should a breach be assessed as 'material' and thus warrant

internal or external reporting, it will be escalated through the

IBP R&CF, the IBP BRCC, and subsequently reported to the

Board. Material and repeat conduct breaches committed by

employees are reported to the IBP Reward Committee and

taken into consideration when determining an individual’s

remuneration. They may also result in a disciplinary sanction.

We focus strongly on preventing and mitigating conduct risks

and where required take appropriate legal and/or disciplinary

action to address conduct issues. Employee completion rate of

business conduct training is the specific metric used to monitor

the related IROs. For the current year all required employees

completed this training. This training covered essential

regulatory and legal requirements related to conducting

financial services activities.

Business conduct training

We are committed to fostering a culture of continuous learning

and development, with the aim of achieving 100% completion of

compliance-related training for all employees. However, we

recognise that there may be circumstances that prevent some

employees from completing the training within the designated

time frame. These circumstances can include personal

challenges, unforeseen work commitments or health-related

issues. To support our employees and ensure they have the

opportunity to fully engage with the training content, we may

grant extensions when necessary. This approach not only

reflects our understanding of individual situations but also

reinforces our commitment to inclusivity and employee

wellbeing. It is important to note that this approach to training

completion applies specifically to Investec Bank plc and not its

subsidiaries, which have their own regulatory requirements that

they track independently. Furthermore, while our mandatory

training programs primarily focus on positions directly related to

operational and compliance functions, support staff roles, such

as security personnel and administrative assistants, are not

included in these requirements, as their responsibilities do not

align with the specific training objectives outlined in our

sustainability strategy. For the current year all required

employees completed this training within an 86 day window.

Where an employee has not completed the required training

within this window, these are non-compliant and reflected in a

breaches register.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Module  name | Overview of module | Frequency  of training |
| Conduct  rules and  standards | Provides an overview of the  Conduct Rules established by the  Financial Conduct Authority (FCA)  and the Prudential Regulatory  Authority (PRA) that all employees  at IBP are required to follow.  Furthermore, it addresses the  fitness and propriety of  employees, as well as the  management of conduct risks  faced by the organisation | • 18 months for  senior managers  and non-  executive  directors  • 12 months for  other employees |

#### Protection of whistleblowers

We are committed to fostering a culture of integrity and

transparency, ensuring that all employees feel empowered to

report concerns regarding unlawful behaviour. Our mechanisms

for identifying, reporting, and investigating such concerns are

designed to help employees recognise significant issues and

take immediate, appropriate action to address and resolve

them effectively. Whistleblowing reports are investigated

promptly, independently and objectively, and in accordance

with internal policies and procedures which are underpinned by

the current regulation and legislation.

The Bank is subject to legal protection of whistleblowers. The

Bank complies with key UK whistleblower protection laws and

regulations, including the Public Interest Disclosure Act 1998

and section 43A of the Employment Rights Act 1996, which

safeguards whistleblowers from unfair dismissal or detriment

when reporting misconduct in the public interest.

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The IBP whistleblowing policy establishes clear procedures for

employees to report suspected misconduct, illegal activities or

inappropriate behaviour within the Bank. The policy promotes

open dialogue while providing formal channels for raising

concerns both internally, with contacts such as their line

manager or business head, the Head of Compliance, the Head

of P&O and a dedicated Whistleblowers’ Champion, and

externally through an independent external whistleblowing

hotline (Navex) and Web Portal, or directly to regulatory bodies

like the FCA and PRA. Concerns may be raised either orally or in

writing and can be made anonymously. A crucial aspect of the

policy is the protection of whistleblowers against victimisation,

offering options for confidentiality and anonymity. It clearly

defines what constitutes a reportable concern, including policy

breaches, reputational harm, protected disclosures under the

Public Interest Disclosure Act (PIDA) and non-financial

misconduct. The policy outlines the principles and standards

for safeguarding whistleblowers and ensures the effective

handling of all reports, treating them with strict confidentiality.

External stakeholders, including clients and partners, can also

raise their concerns. Additionally, feedback mechanisms are in

place to enhance interactions with our clients and other

stakeholders based on their experiences and complaints. The

management of client complaints is covered in the IBP

complaints policy and available on our website [here](https://www.investec.com/en_gb/legal/complaints.html).

• Scope of the policy: IBP’s whistleblowing policy applies to IBP

employees based in the UK, as well as to our external clients

and partners within the value chain. Additionally, all IBP

subsidiaries implement similar policies to ensure consistent

standards and practices across the entire Group

• Accountability: The Board is responsible for overseeing

significant matters that may compromise our business

conduct and receives regular reports on our whistleblowing

processes

• Publication status: [This external policy](https://www.investec.com/content/dam/united-kingdom/downloads-and-documents/legal/IBP-Whistleblowing-Policy.pdf) was last updated in

February 2025. Furthermore, information about how and with

whom to share concerns is readily available in our

whistleblowing policy on the intranet for all our employees.

Actions and performance

If a conduct breach is reported via IBP’s whistleblowing

channels, the initial assessment of the allegation will be

conducted by the Head of Compliance, unless they are

conflicted. In cases where a breach is substantiated, the

incident will be escalated as outlined above. Furthermore,

material and repeated conduct breaches will also be reported

to the Reward Committee and will be taken into account when

determining an individual’s remuneration.

We monitor all whistleblowing channels to ensure that any

disclosures are promptly addressed and handled appropriately.

Additionally, we are committed to providing regular training for

all employees on whistleblowing procedures, ensuring that

everyone is equipped with the knowledge and skills necessary

to identify and report any concerns effectively. These actions

ensure that we uphold the protection of whistleblowers and

facilitate the appropriate escalation of whistleblowing reports.

Measuring effectiveness of our whistleblowing policy

The effectiveness of our whistleblowing policy is assessed for

mitigation of IROs through a structured approach that includes

regular reviews and assessments of reported concerns. All

whistleblowing reports (measured in number of whistleblowing

reports) are logged and tracked to ensure that each case is

addressed promptly and thoroughly.

Governance and oversight

Our performance in relation to whistleblowing includes an

annual review of the whistleblowing policy, which is approved

by the Board. All whistleblowing cases are subject to oversight

by the Non-Executive Whistleblowing Champion, who is a

member of the Board, ensuring accountability and transparency

in the handling of disclosures. Additionally, we require all staff

to periodically complete mandatory whistleblowing training,

reinforcing the importance of awareness and understanding of

the procedures.

Legal requirements relating to the protection of

whistleblowers

As a UK-listed financial institution, IBP is subject to several laws

and regulations regarding the protection of whistleblowers,

ensuring that individuals who report misconduct are

safeguarded from retaliation. Key applicable laws include:

• The Public Interest Disclosure Act 1998 (PIDA): This is the

primary UK whistleblower protection law, which protects

workers from unfair treatment or dismissal when they report

concerns in the public interest, such as fraud, financial

misconduct, or regulatory breaches

• The Financial Conduct Authority (FCA) and Prudential

Regulation Authority (PRA) rules: As a regulated financial

institution, IBP must comply with the FCA’s and PRA’s

whistleblowing rules (SYSC 18 in the FCA Handbook)

• The Employment Rights Act 1996 (as amended by PIDA): This

act provides additional protections, ensuring whistleblowers

have the right to seek legal remedies if they face dismissal or

detriment for making a protected disclosure

• The UK Corporate Governance Code: Requires listed

companies to establish formal whistleblowing mechanisms,

ensuring that employees can raise concerns confidentially

and without fear of retribution.

We ensure the protection of all whistleblowers in accordance

with relevant laws and regulations. Additionally, all directors

and employees are required to complete mandatory

whistleblowing training.

Whistleblowing training

Employee completion rate of whistleblowing training is the

specific metric used to monitor the related IROs. For the current

year all required employees completed this training within an 86

day window. Where an employee has not completed the

required training within this window, these are non-compliant

and reflected in a breaches register. Refer to page [351](#i408f7569c095494f86a844396a50e338_359822) for more

information. Furthermore, while our mandatory training

programs primarily focus on positions directly related to

operational and compliance functions, support staff roles, such

as security personnel and administrative assistants, are not

included in these requirements, as their responsibilities do not

align with the specific training objectives outlined in our

sustainability strategy.

|  |  |  |
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| Module name | Overview of module | Frequency  of training |
| Whistleblowing | Outlines the definition of  whistleblowing at Investec, detailing  when and how to report concerns,  as well as the protections afforded  to individuals who engage in  whistleblowing | 12 months |

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#### Corruption and bribery

IBP recognises that bribery is a criminal offence, and it is illegal

for IBP, its employees, agents or associated persons to give,

offer, accept, request or authorise a bribe, including facilitation

payments. IBP may face criminal charges if an associated

person commits bribery and it is proven that IBP lacked

adequate procedures to prevent such actions.

Functions most at risk for corruption and bribery

We recognise that certain functions within our business

activities carry a heightened risk of bribery and corruption,

particularly those involving client onboarding, third-party

relationships, procurement and cross-border transactions.

Given our engagement in Corporate and Investment Banking,

interactions with HNW individuals, politically exposed persons

and international entities, this may present potential exposure

to unethical practices. Additionally, procurement and supplier

management pose risks related to conflicts of interest and

improper inducements. To mitigate these risks, IBP has

implemented robust ABC Policies, stringent due diligence

procedures, and ongoing compliance training for our

employees. All employees in the functions at risk for bribery

and corruption are required to complete mandatory anti-bribery

and corruption training. Monitoring and reporting mechanisms

ensure adherence to regulatory requirements, while

independent internal audits and whistleblowing channels

reinforce our commitment to ethical business conduct.

Anti-bribery and Corruption Policy

Our ABC Policy outlines the principles and minimum standards

we adhere to, ensuring compliance with relevant legislation,

including the UK Bribery Act 2010, local laws and regulatory

requirements applicable in the jurisdictions where we operate.

This policy governs several key components, including gifts,

hospitality and conflicts of interest. Furthermore, we conduct

thorough due diligence on third parties, clients and business

partners. All employees are required to undergo mandatory

training to ensure awareness and compliance.

• Scope of the policy: This policy applies to IBP and all

business activities in the value chain

• Accountability: The Board is responsible for overall

compliance ABC regulations and for managing ABC risk

exposure

• Publication status: This internal policy was updated in

October 2024.

IBP upholds a zero-tolerance policy for all forms of bribery and

corruption, whether actively offering or passively accepting

bribes, ensuring strict compliance with the UK Bribery Act and

other relevant regulations. We are committed to actively

preventing and rejecting any corrupt, fraudulent, collusive or

improper practices. Although we have not set specific targets,

our dedication to zero tolerance remains firm. To support this

commitment, all employees and directors are required to

complete mandatory ABC training.

Actions and performance

IBP had no incidents of bribery and corruption and no fines for

violation of anti-bribery and corruption laws relating to our

employees, third-party intermediaries, suppliers or clients of

investee companies.

To enforce and assess these policies, we carry out regular risk

assessments to identify and mitigate potential corruption risks,

supported by independent internal audits and external

compliance reviews. Additionally, we have established

reporting mechanisms that allow employees to escalate any

concerns related to potential corruption.

The Bank operates a ‘three lines of defence’ model, with the

front office staff seen as the first line of defence, risk

management and regulatory compliance being the second line

of defence, and internal audit acting as the third line of

defence.

The responsibilities of each line of defence include, but are not

limited to the following:

• First line: Ownership of financial crime risk and the day-to-

day running of the business, e.g. risk identification and

management including design, operation and testing of the

controls required to comply with IBP’s risk appetite and

policies

• Second line: Competent risk management, e.g. establishing

risk management standards and providing independent

challenge and assurance of activities, processes and controls

carried out by the first line

• Third line: Oversight of first and second line risk management

and performing independent audits of financial crime

processes to provide assurance over the adequacy of the

financial crime framework and processes adopted.

The Board ensures that IBP fosters an anti-bribery and culture

and maintains a control framework aligned with its core values,

establishing reporting mechanisms for necessary escalations.

The Board is committed to adhering to relevant regulatory

requirements and guidance to prevent the Bank from being

used to facilitate financial crime. Senior management is

responsible for implementing the ABC Policy, ensuring

employee awareness and compliance, while divisional heads

establish systems and approve high-risk relationships. The

Money Laundering Reporting Officer (MLRO) oversees the ABC

programme, maintains the policy and ensures its annual review.

The financial crime team ensures the effectiveness of ABC

controls, assesses risks, monitors adherence and advises on

compliance for new initiatives. All employees must comply with

the policy, complete mandatory ABC training and report any

bribery or corruption suspicions to the MLRO, maintaining

accurate records. Non-compliance may result in severe

consequences, with all breaches reported to the MLRO and

recorded in the Compliance-maintained Breaches Register.

These actions enable the Bank to enforce strict ABC standards.

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Procedures in place to prevent and detect bribery and

corruption

IBP and its subsidiaries are dedicated to maintaining high

standards of integrity and ethical behaviour. We have

established comprehensive policies and procedures to

effectively manage financial crime risks, specifically focusing on

the prevention and detection of bribery and corruption.

• Reporting on anti-bribery and corruption: The MLRO is

required to provide assurance to the Board and other senior

management forums that IBP has effective procedures,

systems, and controls to manage ABC risk in line with the

ABC Policy. As a result, the MLRO provides management

information to both the IBP R&CF and IBP BRCC and submits

an MLRO report to the Board at least once every year. The

management report covers topics such as:

• Any significant changes to ABC risk

• Any significant changes to relevant systems and controls

• Any significant legal or regulatory changes that have had

or could have an impact on IBP’s systems and controls or

compliance with relevant legal and regulatory obligations

• An outline of the activities undertaken to assess the

adequacy and effectiveness of relevant systems and

controls

• Areas where the relevant systems and controls are not

satisfactory and proposals for making the necessary

improvements

• The progress of any significant remedial actions.

Our ABC Policy is available on the intranet for all employees.

Furthermore, all employees receive ABC training at regular

intervals, to ensure that they are aware of and understand their

legal and regulatory responsibilities, their personal obligations

and their roles in ABC risk management. This training occurs at

the outset of employment with the Bank and on an ongoing

basis. Training that is provided to employees is appropriate to

their role and responsibilities. Where necessary, specialised

training is tailored to higher-risk business activities. This may

be at initiation or when certain new business enterprises are

proposed, which may increase the bribery and corruption risk

profile. Additionally, our zero-tolerance approach to bribery and

corruption is communicated to all associated persons at the

outset of the relationship by the manager responsible for

appointing the associated person.

Measuring effectiveness of our ABC Policy

The effectiveness of our ABC Policy is assessed through a

comprehensive framework that includes regular training and

monitoring. Our employees complete mandatory training

sessions to ensure they understand the policy and their

responsibilities regarding bribery and corruption. Additionally,

the effectiveness of the policy is assessed through the analysis

of reported incidents and the outcomes of investigations

related to potential breaches.

ABC training

Employee completion rate of anti- bribery and corruption

training is the specific metric used to monitor the related IROs.

For the current year all required employees completed this

training within an 86 day window. Where an employee has not

completed the required training within this window, these are

non-compliant and reflected in a breaches register. Refer to

page [351](#i408f7569c095494f86a844396a50e338_359822) for more information. Furthermore, while our

mandatory training programs primarily focus on positions

directly related to operational and compliance functions,

support staff roles, such as security personnel and

administrative assistants, are not included in these

requirements, as their responsibilities do not align with the

specific training objectives outlined in our sustainability

strategy

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Module  name | Overview of module | Frequency  of training |
| Bribery and  corruption | Addresses bribery and corruption,  including abuse or entrusted power for  private gain, giving, soliciting or  accepting bribes and facilitation  payments | 18 months |

#### Legal and regulatory compliance

IBP is committed to upholding high standards of integrity and

ethical behaviour, which are fundamental to our core values. All

employees adhere to applicable rules, regulations and conduct

standards as detailed in IBP’s compliance and conduct manual

(the Manual). This manual provides a comprehensive overview

of the regulatory and legal environment in which IBP operates,

guiding staff to relevant policies and outlining their personal

responsibilities. Depending on their roles and business areas,

employees may also follow additional policies and procedures

to ensure full compliance and uphold our ethical standards. By

adhering to these guidelines, IBP fosters a culture of

accountability and professionalism, ensuring that our workforce

consistently maintains its commitment to ethical conduct and

regulatory compliance.

• Scope of the policy: The Manual applies to all employees,

including Executive and non-executive directors, full-time

and part-time employees, consultants, contractors and intra-

group secondees

• Accountability: The IBP Board grants authority to IBP

Compliance to perform its functions objectively, impartially,

independently and to conduct assignments free from any

bias or interference. As a result, there are independent

compliance, legal and risk management functions in each of

our core operating jurisdictions, which ensure that the Bank

implements the required processes, practices and policies to

adhere to applicable legislation and/or regulation and

professional standards

• Publication status: This internal policy was approved by the

IBP Policy Review Committee (PRC) in April 2025.

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Actions and performance

IBP Compliance ensures that our business operates within the

ever-evolving regulatory landscape. By identifying and clearly

communicating applicable rules and requirements, our

Compliance team helps management develop and implement

best practice standards. They provide advice and guidance on

how relevant regulations impact both existing and proposed

business activities, ensuring that we stay ahead of compliance

challenges. Additionally, IBP Compliance continuously monitors

regulatory changes and developments. To maintain their

expertise, our compliance team engages in various activities,

including reviewing regulator communications, networking with

compliance professionals from other organisations, maintaining

memberships in relevant trade associations, attending industry

seminars, and seeking third-party advice from law firms and

management consultants.

IBP compliance employs a risk-based monitoring system to

ensure our business activities adhere to regulatory standards

and internal policies, providing assurance to the Head of IBP

Compliance, the IBP BRCC, and the Board. Our compliance

monitoring includes four key approaches: targeted oversight by

Compliance Advisers to manage identified risks, market

surveillance to detect potential abuse and ensure proper order

execution, an independent compliance monitoring programme

approved by the IBP BRCC, and Group Standards Reviews that

assess compliance across all IBP subsidiaries using a risk-

based methodology. Findings from these monitoring activities

are promptly communicated to business management and

escalated through formal channels when significant issues

arise. Additionally, results from our independent monitoring

programmes are reported to the Head of IBP Compliance, the

IBP Executive Committee (ExCo), relevant business unit

leaders, and the R&CF.

Measuring effectiveness of legal and regulatory compliance

We assess the effectiveness of legal and regulatory compliance

through annual internal audit evaluations and ongoing

compliance monitoring. The compliance team notifies the

relevant departments whenever new legal and regulatory

requirements are introduced, ensuring that they remain aligned

with current standards.

Regulatory and legal compliance training

Employee completion rate of UK regulations and compliance

responsibilities training is the specific metric used to monitor

the related IROs. For the current year all required employees

completed this training within an 86 day window. Where an

employee has not completed the required training within this

window, these are non-compliant and reflected in a breaches

register. Refer to page [351](#i408f7569c095494f86a844396a50e338_359822) for more information. Furthermore,

while our mandatory training programs primarily focus on

positions directly related to operational and compliance

functions, support staff roles, such as security personnel and

administrative assistants, are not included in these

requirements, as their responsibilities do not align with the

specific training objectives outlined in our sustainability

strategy

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Module name | Overview of module | Frequency  of training |
| Introduction to  UK regulations  and compliance  responsibilities | Provides new joiners with an  introduction to financial services  UK regulation and the associated  compliance responsibilities for all  staff | One-off (new  joiners only) |

#### Transparency and disclosure

IBP does not have a separate policy specifically for

transparency and disclosure requirements. Instead, these

responsibilities are integrated within our Compliance function

to monitor and ensure that IBP adheres to all mandatory

disclosure obligations and follows best practice guidelines. By

incorporating transparency and disclosure oversight into our

broader compliance framework, IBP maintains consistent and

reliable reporting practices.

Over the past year, IBP has implemented the CSRD Disclosures

in response to our listed debt exposure on the Euronext Dublin

exchange. These disclosure requirements were presented to

and communicated with the Board, which monitored the

implementation progress to ensure our reporting aligns with

regulatory requirements. This execution underscores our

commitment to transparency in our disclosures and meeting

regulatory expectations.

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#### Directors responsibility statement for the sustainability statement

The directors are responsible for the preparation of the Sustainability Statement and including the Sustainability Statement in a

clearly identifiable and dedicated section of the Directors’ Report.

The directors are also responsible for designing, implementing and maintaining such internal controls that they determine are

relevant to enable the preparation of a Sustainability Statement in accordance with the Transparency (Directive 2004/109/EC)

Regulations 2007 as amended that is free from material misstatement, whether due to fraud or error.

In addition to the above, in preparing the Sustainability Statement, the directors are required to:

• prepare the Sustainability Statement in accordance with the European Sustainability Reporting Standards (ESRS) including the

selection and application of appropriate sustainability reporting methods;

• present and report the double materiality assessment process performed by Investec Bank plc to identify the information

required to be reported in the Sustainability Statement;

• prepare the disclosures within the environmental section of the Sustainability Statement, in compliance with Article 8 of EU

Regulation 2020/852 (the “Taxonomy Regulations”);

• ensure that Investec Bank plc and its subsidiary undertakings maintains adequate records for the preparation of the

Sustainability Statement and for the preparation and approval of other information presented with the Sustainability Statement;

• make judgements and estimates that are reasonable in the circumstances including the identification and description of any

inherent limitations in the measurement or evaluation of information in the Sustainability Statement;

• prepare forward-looking information, where applicable, on the basis of disclosed assumptions about events that may occur in the

future and possible future actions by Investec Bank plc and its subsidiary undertakings.

The directors confirm, to the best of their knowledge and belief, that they have complied with the above requirements in preparing

the Sustainability Statement.

This Sustainability Statement forms part of the Investec Bank plc management report and has been approved by the Board.

Signed on behalf of the Board:

#### John Reizenstein

Chairperson of the Board of Directors

#### Ruth Leas

Chief Executive Officer

19 June 2025

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Independent Practitioner’s Limited Assurance Report to the Directors of

Investec Bank plc on the Sustainability Statement

#### Our limited assurance conclusion

We have performed a limited assurance engagement on the

sustainability reporting set out in the consolidated sustainability

statement (hereafter referred to as the ‘Sustainability

Statement’) prepared by Investec Bank Plc and its subsidiary

undertakings (“the Entity”), included in the “Corporate

Sustainability Reporting Directive” section of the Directors’

Report of the Entity for the year ended 31 March 2025,

prepared in accordance with Transparency (Directive

2004/109/EC) Regulations 2007 as amended (“the

Regulations”).

Based on the procedures performed and evidence obtained,

nothing has come to our attention to cause us to believe that

the Entity’s Sustainability Statement for the year ended 31

March 2025 is not prepared, in all material respects, in

accordance with Regulation 5 of the Regulations, including:

• the compliance of the Sustainability Statement with the

European Sustainability Reporting Standards (ESRS);

• the process carried out by the Entity to identify material

sustainability related impacts, risks, and opportunities in

accordance with ESRS;

• the compliance with the reporting requirements of Article 8

of Regulation (EU) 2020/852 (the “Taxonomy Regulations”);

and

• the compliance with the requirement to mark up the

Sustainability Statement in accordance with Article 3 of the

Delegated Regulation (EU) 2019/815 on the specification of a

single electronic reporting format (the “digital tagging

requirements”).

#### Basis for our conclusion

We conducted our limited assurance engagement in

accordance with International Standard on Assurance

Engagements (ISAE) (Ireland) 3000, as adopted by the Irish

Auditing and Accounting Supervisory Authority (IAASA).

The procedures in a limited assurance engagement vary in

nature and timing from, and are less in extent than for, a

reasonable assurance engagement. Consequently, the level of

assurance obtained in a limited assurance engagement is

substantially lower than the assurance that would have been

obtained had a reasonable assurance engagement been

performed.

Any internal control structure, no matter how effective, cannot

eliminate the possibility that fraud, errors or irregularities may

occur and remain undetected and because we use selective

testing in our engagement, we cannot guarantee that all errors

or irregularities, if present, will be detected.

The Sustainability Statement includes prospective information

such as ambitions, strategy, plans, expectations and estimates.

Prospective information relates to events and actions that have

not yet occurred and may never occur. We do not provide any

assurance on the assumptions and achievability of this

prospective information.

Our responsibilities under this standard are further described in

the section titled ‘Our responsibilities’ in this report.

We are independent of the Entity in accordance with the

International Code of Ethics for Professional Accountants

(including International Independence Standards) issued by the

International Ethics Standards Board for Accountants (IESBA

Code), the independence requirements of the Companies Act

2014 and the Code of Ethics issued by Chartered Accountants

Ireland that are relevant to our limited assurance engagement

of the Sustainability Statement in Ireland.

Our firm applies International Standard on Quality Management

(ISQM) 1 (Ireland), Quality Management for Firms that Perform

Audits or Reviews of Financial Statements, or Other Assurance

or Related Services Engagements, issued by the IAASA. This

standard requires the firm to design, implement and operate a

system of quality management, including policies or procedures

regarding compliance with ethical requirements, professional

standards and applicable legal and regulatory requirements.

We believe that the evidence we have obtained is sufficient

and appropriate to provide a basis for our conclusion.

Other matter – Compliance with the

#### requirement to mark-up the Sustainability

#### Statement

We note that Regulation 5 of the Regulations requires us to

report on the compliance by the Entity with the requirement to

mark-up the Sustainability Statement in accordance with the

digital tagging requirements. Regulation 5 of the Regulations

requires that the Directors’ Report is prepared in the electronic

reporting format specified in Article 3 of Delegated Regulation

(EU) 2019/815 and shall mark-up the Sustainability Statement.

However, at the time of issuing our limited assurance report,

the electronic reporting format has not been specified nor

become effective by Delegated Regulation. Consequently, the

Entity is not required to mark-up the Sustainability Statement.

Our conclusion is not modified in respect of this matter.

#### Other information

The directors are responsible for the other information. The

other information comprises the information included in the

Entity’s Annual Report but does not include the Sustainability

Statement and our Limited Assurance Report thereon.

Our limited assurance conclusion on the Sustainability

Statement does not cover the other information and we do not

express any form of assurance conclusion thereon.

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#### Responsibilities for the Sustainability

#### Statement

As explained more fully in the Directors Responsibility

Statement for the Sustainability Statement, the responsibilities

of the Directors include:

• Preparing, measuring, presenting and reporting the

Sustainability Statement in accordance with the applicable

criteria, contained in the ESRS, the Regulations, preparing the

disclosures in accordance with the reporting requirements

provided for in the Taxonomy Regulations and any criteria

used by the Entity to supplement and/or interpret the

sustainability reporting framework criteria; and complying

with the requirements to mark up the Sustainability

Statement in accordance with the digital tagging

requirements;

• Developing, implementing and reporting its double materiality

assessment process to identify the information reported in

the Sustainability Statement in accordance with ESRS and for

disclosing this process in the Sustainability Statement. This

responsibility includes identifying and engaging with the

Entity’s stakeholders as identified in the Entity’s double

materiality assessment process (stakeholders) to understand

their information needs;and

• In reporting forward-looking information in accordance with

ESRS, management of the Entity is required to prepare the

forward-looking information on the basis of disclosed

assumptions about events that may occur in the future and

possible future actions by the Entity.

Those charged with governance are also responsible for

overseeing the Entity’s Sustainability Statement reporting

process.

Inherent limitations in preparing the

#### Sustainability Statement

We obtained limited assurance over the preparation of the

Sustainability Statement in accordance with the Regulations.

Inherent limitations exist in all assurance engagements.

We draw your attention to the following specific limitations

regarding the measurement or evaluation of the Sustainability

Statement subject to limited assurance:

• The Sustainability Statement contains qualitative,

quantitative, objective, subjective, historical and prospective

disclosures which represent a significant degree of

uncertainty. The selection by management of different but

acceptable estimation, approximation or forecasting

techniques, could have resulted in materially different

amounts or disclosures being reported. For the avoidance of

doubt, the scope of our engagement and our responsibilities

did not involve us performing work necessary for any

assurance on the reliability, proper compilation, or accuracy

of the prospective information.

• As described in the Entity’s Greenhouse Gas (“GHG”)

emissions disclosures on page [325](#id692d188e16a4d9a8634dec099e88221_684341) Scope 3 financed

emissions, category 15: investments, are subject to a high

level of measurement uncertainty due to the limitations in

methodology and data, including the reliance on data

provided by third parties.

#### Our responsibilities

Our objectives are to plan and perform the assurance

engagement to obtain limited assurance about whether the

Sustainability Statement in scope of our conclusion, is free from

material misstatement, whether due to fraud or error, and to

issue a Limited Assurance Report that includes our conclusion.

Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could

reasonably be expected to influence decisions of users on the

basis of the Sustainability Statement.

As part of a limited assurance engagement in accordance with

ISAE (Ireland) 3000, we exercise professional judgment and

maintain professional skepticism throughout the engagement.

We also:

• Perform risk assessment procedures, including obtaining an

understanding of internal controls relevant to the

engagement, to identify disclosures where material

misstatements are likely to arise, whether due to fraud or

error, but not for the purpose of providing a conclusion on

the effectiveness of the Entity’s internal control.

• Design and perform procedures responsive to where material

misstatements are likely to arise in the Sustainability

Statement. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal

control.

• Design and perform procedures to evaluate whether the

Sustainability Statement has been prepared in accordance

with the ESRS, which includes the process carried out by the

Entity to identify material sustainability related impacts, risks

and opportunities.

• Design and perform procedures to evaluate whether the

Sustainability Statement has been prepared in in compliance

with the Taxonomy Regulations.

• With respect to our conclusion in respect to the Entity’s

reporting obligations and responsibility to mark up the

Sustainability Statement in accordance with the digital

tagging requirements, we assess whether we have become

aware of anything to suggest that the Sustainability

Statement has not been prepared, in all material respects in

this specified format. However, as explained in the ‘Other

matter- Compliance with the requirement to mark-up the

Sustainability Statement’ section of our assurance report, the

Entity is not currently required to mark-up the Sustainability

Statement.

359

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|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

#### Summary of the work performed

A limited assurance engagement involves performing

procedures to obtain evidence about the Sustainability

Statement. The nature, timing and extent of procedures

selected depend on professional judgment, including the

identification of disclosures where material misstatements are

likely to arise, whether due to fraud or error, in the

Sustainability Statement.

The procedures in a limited assurance engagement vary in

nature and timing from, and are less in extent than for, a

reasonable assurance engagement and depend on professional

judgment, including the identification of disclosures where

material misstatements are likely to arise, whether due to fraud

or error, in the Sustainability Statement. Consequently, the level

of assurance obtained in a limited assurance engagement is

substantially lower than the assurance that would have been

obtained had a reasonable assurance engagement been

performed.

In conducting our limited assurance engagement, the

procedures we have performed included the following:

• Performing risk assessment procedures to understand the

Entity and its environment, including the Entity’s reporting

boundary and its value chain information;

• Obtaining an understanding of the Entity’s double materiality

assessment process by performing inquiries to understand

the sources of the information used by management and

reviewing the Entity’s internal documentation of this process;

• Performing inquiries of management and others within the

Entity to understand the subject matter and the criteria used

for evaluation, as well as to identify any significant changes

to the subject matter or systems used to generate it during

the year ended 31 March 2025;

• Performing analytical procedures to identify relationships and

individual items that appear unusual;

• Designing and performing further assurance procedures

(which included inquiries and inspection of evidence where

applicable) to respond to the identified risks of material

misstatement;

• Reading the other information in the Annual Report to identify

material inconsistencies, if any, with the Sustainability

Statement; and

• Considering, based on our limited assurance procedures and

evaluation of the assurance evidence obtained, whether the

Sustainability Statement as a whole is free from material

misstatements and prepared in accordance with the

applicable criteria.

#### Use of our Report

Our report is made solely in accordance with the requirements

of the Regulations to the Directors of the Entity. Our assurance

work has been undertaken so that we might state to the

Directors those matters we are required to state to them in a

limited assurance report and for no other purpose.

To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Entity and its

Directors, as a body, for our limited assurance work, for this

report, or for the conclusions we have formed.

Rory Brown

For and on behalf of Deloitte Ireland LLP

19 June 2025

360

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|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |
| --- |
|  |
|  |

#### Appendix to the Sustainability Statement

#### Sustainability Statement content index: Reported topics from DMA

This reference index serves as a navigational tool, guiding stakeholders to the respective sections where the disclosure

requirements of the applicable ESRSs are covered. In the table below, indicate where we have applied phased-in provisions, where

disclosures were incorporated by reference or where a disclosure requirement is not applicable. These are indicated as follows:

|  |  |
| --- | --- |
|  |  |
| PP | Phased-in provision |
| IR | Incorporated by reference |
| NA | Disclosure not applicable |
| VD | Voluntary disclosure |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ESRS 2: General disclosure requirement | Reference/remarks | Pg | Key |
| BP: Basis of preparation | | | |
| BP-1 – General basis of preparation | General information – Basis of  preparation | [296](#i118dad0ceb4f4298bf840dcaa1b17113_5340) |  |
| BP-2 – Disclosures in relation to specific circumstances | Disclosure in relation to specific  circumstances | [296](#i118dad0ceb4f4298bf840dcaa1b17113_20259) |  |
|  |  |  |  |
| GOV: Governance | | | |
| GOV-1 – The role of the administrative, management and supervisory bodies |  | [297](#i118dad0ceb4f4298bf840dcaa1b17113_631679) |  |
| GOV-1 – Composition and diversity of the board | The Board – Who we are | [68](#i8f0a10dffafc44b2b58586afe778cb52_0-0-1-1-2664967) | IR |
| G1: GOV-1 – The role of the administrative, management and supervisory bodies |  |  |  |
| GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s  administrative, management and supervisory bodies | Governance and oversight of  IROs | [297](#i118dad0ceb4f4298bf840dcaa1b17113_631679) |  |
| GOV-3 – Integration of sustainability-related performance in incentive schemes | Investec Bank plc does not  currently integrate  sustainability-related  performance in incentive  schemes |  | NA |
| E1. GOV-3 – Integration of sustainability-related performance in incentive schemes |
| GOV-4 – Statement on due diligence | Statement on due diligence | [305](#i118dad0ceb4f4298bf840dcaa1b17113_61601) |  |
| GOV-5 – Risk management and internal controls over sustainability reporting | Risk management and internal  controls over sustainability  reporting | [305](#i118dad0ceb4f4298bf840dcaa1b17113_61881) |  |
|  |  |  |  |
| SBM: Strategy | | | |
| SBM-1 – Strategy, business model and value chain |  |  |  |
| SBM-2 – Interests and views of stakeholders | Interests and views of our  stakeholders | [308](#i118dad0ceb4f4298bf840dcaa1b17113_142750) |  |
| S1. SBM-2 – Interests and views of stakeholders | Incorporated by reference | [15](#i447e4d363cd344738300acdd42f0e3a0_88) | IR |
| S4. SBM-2 – Interests and views of stakeholders | Incorporated by reference | [15](#i447e4d363cd344738300acdd42f0e3a0_88) | IR |
| SBM-3 – Material IROs and their interaction with strategy and business model |  |  |  |
| E1. SBM-3 – Material IROs and their interaction with strategy and business model | Material IROs relating to climate  change | [321](#id692d188e16a4d9a8634dec099e88221_623540) |  |
| S1. SBM-3 – Material IROs and their interaction with strategy and business model | Our people | [335](#ie588ca37b98f4c428b70390c95ba5a4c_104) |  |
| S4. SBM-3 – Material IROs and their interaction with strategy and business model | Our clients | [343](#i13a712e9cf754173b39d1d43c119468c_19874) |  |
|  |  |  |  |
| IRO: Impact, risk and opportunity management | | | |
| IRO-1 – Description of the processes to identify and assess material IROs |  |  |  |
| E1. IRO-1 – Description of the processes to identify and assess material IROs | Resilience of our strategy and  business model in relation to  climate change | [327](#id692d188e16a4d9a8634dec099e88221_623541) |  |
| IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s Sustainability Statement |  |  |  |

361

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|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ESRS E1: Climate change | Reference/remarks | Pg | Key |
| E1-1 – Transition plan for climate change mitigation | IBP have not yet adopted a  transition plan | [321](#id692d188e16a4d9a8634dec099e88221_623480) | NA |
| E1-2 – Policies related to climate change mitigation and adaptation | Our policies relating to climate  change | [323](#id692d188e16a4d9a8634dec099e88221_623542) |  |
| E1-3 – Actions and resources in relation to climate change policies |  | [323](#id692d188e16a4d9a8634dec099e88221_623542) |  |
| E1-4 – Targets related to climate change mitigation and adaptation | IBP disclosed targets relating to  fossil fuels | [323](#id692d188e16a4d9a8634dec099e88221_623542) |  |
| E1-5 – Energy consumption and mix | Not material based on our DMA  outcome |  | NA |
| E1-6 – Gross Scopes 1, 2, 3 and total GHG emissions | Based on the DMA outcome  Scope 3 Category 15 Financed  Emissions was considered  material and operational  emissions was not material | [324](#id692d188e16a4d9a8634dec099e88221_667913) |  |
| E1-7 – GHG removals and GHG mitigation projects financed through carbon credits | Not material based on our DMA  outcome |  | NA |
| E1-8 – Internal carbon pricing | IBP does not apply an internal  carbon price |  | NA |
| E1-9 – Anticipated financial effects from material physical and transition risks and potential  climate-related opportunities | Omitted – phased-in provision |  | PP |
| E1 – Minimum Disclosure Requirements regarding policies (MDR-P) and actions (MDR-A) | Climate change | [323](#id692d188e16a4d9a8634dec099e88221_623542) |  |
| E1 – Minimum Disclosure Requirements regarding metrics (MDR-M) and targets (MDR-T) | Climate change | [323](#id692d188e16a4d9a8634dec099e88221_623542) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ESRS S1: Our people | Reference/remarks | Pg | Key |
| S1-1 – Policies related to our people | Policies relating to our people | [338](#ie588ca37b98f4c428b70390c95ba5a4c_355543) |  |
| S1:2 – Process for engaging with own workforce and workers; representation about impacts | Engaging with our people | [337](#ie588ca37b98f4c428b70390c95ba5a4c_618741) |  |
| S1-3 – Processes to remediate negative impacts and channels for our people to raise concerns | Remediating negative impacts | [343](#ie588ca37b98f4c428b70390c95ba5a4c_663699) |  |
| S1-4 – Taking action on material impacts on our people, and approach to mitigating material risks  and pursuing opportunities related to our people, and effectiveness of those actions | Remediating negative impacts | [343](#ie588ca37b98f4c428b70390c95ba5a4c_663699) |  |
| S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and  managing material risks and opportunities | Engaging with our people | [337](#ie588ca37b98f4c428b70390c95ba5a4c_618741) |  |
| S1-6 – Characteristics of undertakings employees | Our employees | [336](#ie588ca37b98f4c428b70390c95ba5a4c_776821) |  |
| S1-7 – Characteristics of non-employee workers in the undertaking’s own workforce | Omitted – phased-in provision |  | PP |
| S1-8 – Collective bargaining coverage and social dialogue | Not material based on our DMA  outcome |  | NA |
| S1-9 – Diversity metrics | Diversity metrics | [341](#ie588ca37b98f4c428b70390c95ba5a4c_776822) |  |
| S1-10 – Adequate wages | Not material based on our DMA  outcome |  | NA |
| S1-11 – Social protection | Not material based on our DMA  outcome |  | NA |
| S1-12 – Persons with disabilities | Not material based on our DMA  outcome |  | NA |
| S1-13 – Training and skills development metrics | Not material based on our DMA  outcome |  | NA |
| S1-14 – Health and safety metrics | Not material based on our DMA  outcome |  | NA |
| S1-15 – Work-life balance metrics | Not material based on our DMA  outcome |  | NA |
| S1-16 – Compensation metrics (pay gap and total compensation) | Employee remuneration | [339](#ie588ca37b98f4c428b70390c95ba5a4c_764164) |  |
| S1-17 – Incidents, complaints and severe human rights impacts | Incidents, complaints and  severe human rights impacts | [339](#i746cb5837a4845da90abb8439a345efa_0-0-1-1-2968033) |  |
| S1 – Minimum Disclosure Requirements regarding policies (MDR-P) and actions (MDR-A) | Our people | [336](#ie588ca37b98f4c428b70390c95ba5a4c_764162) |  |
| S1 – Minimum Disclosure Requirements regarding metrics (MDR-M) and targets (MDR-T) | Our people | [336](#ie588ca37b98f4c428b70390c95ba5a4c_764162) |  |

362

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|  |  |  |  |  |  |
| SUSTAINABILITY STATEMENT  CONTINUED | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ESRS S4: Our clients | Reference/remarks | Pg | Key |
| S4-1 – Policies related to consumers and end-users | Policies related to our clients | [344](#i13a712e9cf754173b39d1d43c119468c_291998) |  |
| S4-2 – Processes for engaging with own consumers and end-users about impact | • Client engagement and  marketing  • Data privacy  • Cyber security | [345](#i13a712e9cf754173b39d1d43c119468c_300374)  [346](#i13a712e9cf754173b39d1d43c119468c_19796)  [347](#i13a712e9cf754173b39d1d43c119468c_19797) |  |
| S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to  raise concerns | • Client engagement and  marketing  • Data privacy  • Cyber security | [346](#i13a712e9cf754173b39d1d43c119468c_19796)  [346](#i13a712e9cf754173b39d1d43c119468c_19796)  [347](#i13a712e9cf754173b39d1d43c119468c_19797) |  |
| S4-4 – Taking action on material impacts on consumers and end-users, and approaches to  managing material risks and pursuing material opportunities related to consumers and end-users,  and effectiveness of those actions | • Client engagement and  marketing  • Data privacy  • Cyber security | [346](#i13a712e9cf754173b39d1d43c119468c_19796)  [346](#i13a712e9cf754173b39d1d43c119468c_19796)  [347](#i13a712e9cf754173b39d1d43c119468c_19797) |  |
| S4-5 – Targets relating to managing material negative impacts, advancing positive impacts, and  managing material risks and opportunities | Targets relating to our clients | [343](#i13a712e9cf754173b39d1d43c119468c_19874) |  |
| S4 – Minimum Disclosure Requirements regarding policies (MDR-P) and actions (MDR-A) | Our clients | [344](#i13a712e9cf754173b39d1d43c119468c_291998) |  |
| S4 – Minimum Disclosure Requirements regarding metrics (MDR-M) and targets (MDR-T) | Our clients | [344](#i13a712e9cf754173b39d1d43c119468c_291998) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ESRS G1: Business conduct | Reference/ remarks | Pg | Key |
| Governance | | | |
| G1-1 – Business conduct policies and corporate culture | Corporate culture | [350](#i408f7569c095494f86a844396a50e338_371348) |  |
| G1-2 – Management of relationship with suppliers | Not material based on our  DMA outcome |  | NA |
| G1-3 – Prevention and detection of corruption and bribery | Procedures in place to  prevent and detect bribery  and corruption | [354](#i408f7569c095494f86a844396a50e338_158948) |  |
| G1-4 – Incidents of corruption and bribery | Incidents of bribery and  corruption | [353](#i408f7569c095494f86a844396a50e338_371347) |  |
| G1-5 – Political influence and lobbying activities | Not material based on our  DMA outcome |  | NA |
| G1-6 – Payment practices | Not material based on our  DMA outcome |  | NA |
| G1 – Minimum Disclosure Requirements regarding policies (MDR-P) and actions (MDR-A) | Business conduct | [350](#i408f7569c095494f86a844396a50e338_371348) |  |
| G1 – Minimum Disclosure Requirements regarding metrics (MDR-M) and targets (MDR-T) | Business conduct | [350](#i408f7569c095494f86a844396a50e338_371348) |  |

22  Based on the Turnover KPI of the counterparty.

23  Based on the CapEx KPI of the counterparty, except for lending activities where for general lending Turnover KPI is used.

24  % of assets covered by the KPI over banks´ total assets.

25  For credit institutions that do not meet the conditions of Article 94(1) of the CRR or the conditions set out in Article 325a(1) of the CRR.

26  Fees and commissions income from services other than lending and AuM.

363

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|  |  |  |  |  |  |
| ANNEXURES | | | | | |

#### EU Taxonomy tables

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Template  number | Name | Page  number |
| 0 | Summary of KPIs | [363](#i447e4d363cd344738300acdd42f0e3a0_3091) |
| 1 | Assets for the calculation of GAR – Turnover and CapEx based | [364](#i447e4d363cd344738300acdd42f0e3a0_3107) |
| 2 | GAR sector information – Turnover and CapEx based | [372](#i447e4d363cd344738300acdd42f0e3a0_3122) |
| 3 | GAR KPI stock – Turnover and CapEx based | [374](#i447e4d363cd344738300acdd42f0e3a0_3136) |
| 4 | GAR KPI flow – Turnover and CapEx based | [382](#i447e4d363cd344738300acdd42f0e3a0_3150) |
| 5 | KPI off-balance sheet exposures | [390](#i447e4d363cd344738300acdd42f0e3a0_3845) |
| 6 | Nuclear and fossil gas related activities | [391](#i447e4d363cd344738300acdd42f0e3a0_3815) |

0. Summary of KPIs to be disclosed by credit institutions under Article 8

#### Taxonomy Regulation

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | Total  environmentally  sustainable assets  (£’000) | Turnover  KPI (%)  22 | CapEx  KPI  (%)  23 | % coverage (over  total assets)  24 | % of assets excluded  from the numerator of  the GAR | % of assets excluded  from the denominator  of the GAR |
| Main KPI | GAR stock | 25 059 | 0.11% | 0.13% | 75% | 61% | 25% |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | Total environmentally  sustainable assets  (£’000) | Turnove  r KPI  (%)21 | CapEx  KPI  (%)22 | % coverage (over total  assets)23 | % of assets excluded  from the numerator of  the GAR | % of assets excluded  from the denominator  of the GAR |
| Additional  KPIs | GAR (flow) | 1 515 | 0.06% | 0.07% | 7.87% | 4.42% | –% |
|  | Trading book  25 | n/a | n/a | n/a | n/a | n/a | n/a |
|  | Financial  guarantees | — | —% | —% | —% | —% | —% |
|  | Assets under  management | — | —% | —% | —% | —% | —% |
|  | Fees and  commissions  income  26 | n/a | n/a | n/a | n/a | n/a | n/a |

364

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| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

1. Assets for the calculation of GAR – Turnover

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| £’000 | | 31 March 2025 | | | | | |
| Total gross  carrying  amount  (£’000) | Climate Change Mitigation (CCM) | | | | |
| Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally  sustainable (Taxonomy-aligned) | | | |
|  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity instruments not HfT eligible for  GAR calculation | 4 589 598 | 3 787 932 | 25 035 | — | 2 894 | 2 053 |
| 2 | Financial undertakings | 594 431 | 180 661 | 22 360 | — | 1 282 | 1 214 |
| 3 | Credit institutions | 593 845 | 180 661 | 22 360 | — | 1 282 | 1 214 |
| 4 | Loans and advances | 593 845 | 180 661 | 22 360 | — | 1 282 | 1 214 |
| 5 | Debt securities, including UoP | — | — | — | — | — | — |
| 6 | Equity instruments | — | — | — | — | — | — |
| 7 | Other financial corporations | 586 | — | — | — | — | — |
| 8 | of which investment firms | — | — | — | — | — | — |
| 9 | Loans and advances | — | — | — | — | — | — |
| 10 | Debt securities, including UoP | — | — | — | — | — | — |
| 11 | Equity instruments | — | — | — | — | — | — |
| 12 | of which management companies | — | — | — | — | — | — |
| 13 | Loans and advances | — | — | — | — | — | — |
| 14 | Debt securities, including UoP | — | — | — | — | — | — |
| 15 | Equity instruments | — | — | — | — | — | — |
| 16 | of which insurance undertakings | — | — | — | — | — | — |
| 17 | Loans and advances | — | — | — | — | — | — |
| 18 | Debt securities, including UoP | — | — | — | — | — | — |
| 19 | Equity instruments | — | — | — | — | — | — |
| 20 | Non-financial undertakings | 22 201 | 8 701 | 2 675 | — | 1 612 | 839 |
| 21 | Loans and advances | 12 117 | 8 685 | 2 675 | — | 1 612 | 839 |
| 22 | Debt securities, including UoP | 10 084 | 16 | — | — | — | — |
| 23 | Equity instruments | — | — | — | — | — | — |
| 24 | Households | 3 972 965 | 3 598 570 | — | — | — | — |
| 25 | of which loans collateralised by residential immovable property | 3 598 570 | 3 598 570 | — | — | — | — |
| 26 | of which building renovation loans | — | — | — | — | — | — |
| 27 | of which motor vehicle loans | — | — | — | — | — | — |
| 28 | Local government financing | — | — | — | — | — | — |
| 29 | House financing | — | — | — | — | — | — |
| 30 | Other local government financing | — | — | — | — | — | — |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties | — | — | — | — | — | — |
| 32 | Assets excluded from the numerator for GAR calculation (covered in the  denominator) | 18 821 766 | — | — | — | — | — |
| 33 | Financial and non-financial undertakings | 16 242 340 | — | — | — | — | — |
| 34 | SMEs and NFCs (other than SMEs) not subject to NFRD disclosure obligations | 2 144 431 | — | — | — | — | — |
| 35 | Loans and advances | 2 021 749 | — | — | — | — | — |
| 36 | of which loans collateralised by commercial immovable property | — | — | — | — | — | — |
| 37 | of which building renovation loans | — | — | — | — | — | — |
| 38 | Debt securities | 106 134 | — | — | — | — | — |
| 39 | Equity instruments | 16 548 | — | — | — | — | — |
| 40 | Non-EU country counterparties not subject to NFRD disclosure obligations | 14 097 909 | — | — | — | — | — |
| 41 | Loans and advances | 12 201 536 | — | — | — | — | — |
| 42 | Debt securities | 1 484 172 | — | — | — | — | — |
| 43 | Equity instruments | 412 201 | — | — | — | — | — |
| 44 | Derivatives | 299 413 | — | — | — | — | — |
| 45 | On-demand interbank loans | 558 863 | — | — | — | — | — |
| 46 | Cash and cash-related assets | 151 472 | — | — | — | — | — |
| 47 | Other categories of assets (e.g. goodwill, commodities, etc.) | 1 569 678 | — | — | — | — | — |
| 48 | Total GAR assets | 23 411 364 | 3 787 932 | 25 035 | — | 2 894 | 2 053 |
| 49 | Assets not covered for GAR calculation | 7 666 881 | — | — | — | — | — |
| 50 | Central governments and supranational issuers | 2 546 650 | — | — | — | — | — |
| 51 | Central banks exposure | 4 672 715 | — | — | — | — | — |
| 52 | Trading book | 447 515 | — | — | — | — | — |
| 53 | Total assets | 31 078 245 | 3 787 932 | 25 035 | — | 2 894 | 2 053 |
| Off-balance sheet exposures – Undertakings subject to NFRD disclosure obligations | | | | | | | |
| 54 | Financial guarantees | — | — | — | — | — | — |
| 55 | Assets under management | — | — | — | — | — | — |
| 56 | Of which debt securities | — | — | — | — | — | — |
| 57 | Of which equity instruments | — | — | — | — | — | — |

365

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

1. Assets for the calculation of GAR – Turnover continued

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | | | |
| Climate Change Adaptation (CCA) | | | | Water and marine resources (WTR) | | | | Circular Economy (CE) | | | |
| Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | |
|  | Of which environmentally  sustainable (Taxonomy-aligned) | | |  | Of which environmentally  sustainable (Taxonomy-aligned) | | |  | Of which environmentally  sustainable (Taxonomy-aligned) | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 616 | 24 | — | — | 54 | — | — | — | 235 | — | — | — |
| 616 | 24 | — | — | 54 | — | — | — | 235 | — | — | — |
| 616 | 24 | — | — | 54 | — | — | — | 235 | — | — | — |
| 616 | 24 | — | — | 54 | — | — | — | 235 | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| 616 | 24 | — | — | 54 | — | — | — | 235 | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| 616 | 24 | — | — | 54 | — | — | — | 235 | — | — | — |
|  | | | | | | | | | | | |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |

366

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

1. Assets for the calculation of GAR – Turnover continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| £’000 | | 31 March 2025 |  | | | |
|  | Pollution (PPC) | | | |
|  | Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | |
|  |  | Of which environmentally  sustainable (Taxonomy-aligned) | | |
|  |  |  | Of which  use of  proceeds | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity instruments not HfT eligible for  GAR calculation |  | 117 | — | — | — |
| 2 | Financial undertakings |  | 117 | — | — | — |
| 3 | Credit institutions |  | 117 | — | — | — |
| 4 | Loans and advances |  | 117 | — | — | — |
| 5 | Debt securities, including UoP |  | — | — | — | — |
| 6 | Equity instruments |  | — | — | — | — |
| 7 | Other financial corporations |  | — | — | — | — |
| 8 | of which investment firms |  | — | — | — | — |
| 9 | Loans and advances |  | — | — | — | — |
| 10 | Debt securities, including UoP |  | — | — | — | — |
| 11 | Equity instruments |  | — | — | — | — |
| 12 | of which management companies |  | — | — | — | — |
| 13 | Loans and advances |  | — | — | — | — |
| 14 | Debt securities, including UoP |  | — | — | — | — |
| 15 | Equity instruments |  | — | — | — | — |
| 16 | of which insurance undertakings |  | — | — | — | — |
| 17 | Loans and advances |  | — | — | — | — |
| 18 | Debt securities, including UoP |  | — | — | — | — |
| 19 | Equity instruments |  | — | — | — | — |
| 20 | Non-financial undertakings |  | — | — | — | — |
| 21 | Loans and advances |  | — | — | — | — |
| 22 | Debt securities, including UoP |  | — | — | — | — |
| 23 | Equity instruments |  | — | — | — | — |
| 24 | Households |  | — | — | — | — |
| 25 | of which loans collateralised by residential immovable property |  | — | — | — | — |
| 26 | of which building renovation loans |  | — | — | — | — |
| 27 | of which motor vehicle loans |  | — | — | — | — |
| 28 | Local government financing |  | — | — | — | — |
| 29 | House financing |  | — | — | — | — |
| 30 | Other local government financing |  | — | — | — | — |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | — | — | — | — |
| 32 | Assets excluded from the numerator for GAR calculation (covered in the  denominator) |  | — | — | — | — |
| 33 | Financial and non-financial undertakings |  | — | — | — | — |
| 34 | SMEs and NFCs (other than SMEs) not subject to NFRD disclosure obligations |  | — | — | — | — |
| 35 | Loans and advances |  | — | — | — | — |
| 36 | of which loans collateralised by commercial immovable property |  | — | — | — | — |
| 37 | of which building renovation loans |  | — | — | — | — |
| 38 | Debt securities |  | — | — | — | — |
| 39 | Equity instruments |  | — | — | — | — |
| 40 | Non-EU country counterparties not subject to NFRD disclosure obligations |  | — | — | — | — |
| 41 | Loans and advances |  | — | — | — | — |
| 42 | Debt securities |  | — | — | — | — |
| 43 | Equity instruments |  | — | — | — | — |
| 44 | Derivatives |  | — | — | — | — |
| 45 | On-demand interbank loans |  | — | — | — | — |
| 46 | Cash and cash-related assets |  | — | — | — | — |
| 47 | Other categories of assets (e.g. goodwill, commodities, etc.) |  | — | — | — | — |
| 48 | Total GAR assets |  | 117 | — | — | — |
| 49 | Assets not covered for GAR calculation |  | — | — | — | — |
| 50 | Central governments and supranational issuers |  | — | — | — | — |
| 51 | Central banks exposure |  | — | — | — | — |
| 52 | Trading book |  | — | — | — | — |
| 53 | Total assets |  | 117 | — | — | — |
| Off-balance sheet exposures – Undertakings subject to NFRD disclosure obligations | | | | | | |
| 54 | Financial guarantees |  | — | — | — | — |
| 55 | Assets under management |  | — | — | — | — |
| 56 | Of which debt securities |  | — | — | — | — |
| 57 | Of which equity instruments |  | — | — | — | — |

367

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

1. Assets for the calculation of GAR – Turnover continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | |
| Biodiversity and Ecosystems (BIO) | | | | TOTAL (CCM + CCA + WTR +CE + PPC + BIO) | | | | |
| Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally  sustainable (Taxonomy-aligned) | | |  | Of which environmentally  sustainable (Taxonomy-aligned) | | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  |  |  |  |  |  |  |  |  |
| 16 | — | — | — | 3 788 970 | 25 059 | — | 2 894 | 2 053 |
| 16 | — | — | — | 181 699 | 22 384 | — | 1 282 | 1 214 |
| 16 | — | — | — | 181 699 | 22 384 | — | 1 282 | 1 214 |
| 16 | — | — | — | 181 699 | 22 384 | — | 1 282 | 1 214 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | 8 701 | 2 675 | — | 1 612 | 839 |
| — | — | — | — | 8 685 | 2 675 | — | 1 612 | 839 |
| — | — | — | — | 16 | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | 3 598 570 | — | — | — | — |
| — | — | — | — | 3 598 570 | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| 16 | — | — | — | 3 788 969 | 25 059 | — | 2 894 | 2 053 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| 16 | — | — | — | 3 788 969 | 25 059 | — | 2 894 | 2 053 |
|  | | | | | | | | |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |

368

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

1. Assets for the calculation of GAR – CapEx

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| £’000 | | 31 March 2025 | | | | | |
| Total gross  carrying  amount  (£’000) | Climate Change Mitigation (CCM) | | | | |
| Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally  sustainable (Taxonomy-aligned) | | | |
|  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity instruments not HfT eligible  for GAR calculation | 4 589 598 | 3 798 628 | 29 604 | — | 5 131 | 2 283 |
| 2 | Financial undertakings | 594 431 | 183 661 | 25 763 | — | 2 001 | 2 102 |
| 3 | Credit institutions | 593 845 | 183 661 | 25 763 | — | 2 001 | 2 102 |
| 4 | Loans and advances | 593 845 | 183 661 | 25 763 | — | 2 001 | 2 102 |
| 5 | Debt securities, including UoP | — | — | — | — | — | — |
| 6 | Equity instruments | — | — | — | — | — | — |
| 7 | Other financial corporations | 586 | — | — | — | — | — |
| 8 | of which investment firms | — | — | — | — | — | — |
| 9 | Loans and advances | — | — | — | — | — | — |
| 10 | Debt securities, including UoP | — | — | — | — | — | — |
| 11 | Equity instruments | — | — | — | — | — | — |
| 12 | of which management companies | — | — | — | — | — | — |
| 13 | Loans and advances | — | — | — | — | — | — |
| 14 | Debt securities, including UoP | — | — | — | — | — | — |
| 15 | Equity instruments | — | — | — | — | — | — |
| 16 | of which insurance undertakings | — | — | — | — | — | — |
| 17 | Loans and advances | — | — | — | — | — | — |
| 18 | Debt securities, including UoP | — | — | — | — | — | — |
| 19 | Equity instruments | — | — | — | — | — | — |
| 20 | Non-financial undertakings | 22 201 | 16 397 | 3 841 | — | 3 130 | 181 |
| 21 | Loans and advances | 12 117 | 7 406 | 3 841 | — | 3 130 | 181 |
| 22 | Debt securities, including UoP | 10 084 | 8 991 | — | — | — | — |
| 23 | Equity instruments | — | — | — | — | — | — |
| 24 | Households | 3 972 965 | 3 598 570 | — | — | — | — |
| 25 | of which loans collateralised by residential immovable property | 3 598 570 | 3 598 570 | — | — | — | — |
| 26 | of which building renovation loans | — | — | — | — | — | — |
| 27 | of which motor vehicle loans | — | — | — | — | — | — |
| 28 | Local government financing | — | — | — | — | — | — |
| 29 | House financing | — | — | — | — | — | — |
| 30 | Other local government financing | — | — | — | — | — | — |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties | — | — | — | — | — | — |
| 32 | Assets excluded from the numerator for GAR calculation (covered in the  denominator) | 18 821 766 | — | — | — | — | — |
| 33 | Financial and non-financial undertakings | 16 242 340 | — | — | — | — | — |
| 34 | SMEs and NFCs (other than SMEs) not subject to NFRD disclosure obligations | 2 144 431 | — | — | — | — | — |
| 35 | Loans and advances | 2 021 749 | — | — | — | — | — |
| 36 | of which loans collateralised by commercial immovable property | — | — | — | — | — | — |
| 37 | of which building renovation loans | — | — | — | — | — | — |
| 38 | Debt securities | 106 134 | — | — | — | — | — |
| 39 | Equity instruments | 16 548 | — | — | — | — | — |
| 40 | Non-EU country counterparties not subject to NFRD disclosure obligations | 14 097 909 | — | — | — | — | — |
| 41 | Loans and advances | 12 201 536 | — | — | — | — | — |
| 42 | Debt securities | 1 484 172 | — | — | — | — | — |
| 43 | Equity instruments | 412 201 | — | — | — | — | — |
| 44 | Derivatives | 299 413 | — | — | — | — | — |
| 45 | On-demand interbank loans | 558 863 | — | — | — | — | — |
| 46 | Cash and cash-related assets | 151 472 | — | — | — | — | — |
| 47 | Other categories of assets (e.g. goodwill, commodities, etc.) | 1 569 678 | — | — | — | — | — |
| 48 | Total GAR assets | 23 411 364 | 3 798 628 | 29 604 | — | 5 131 | 2 283 |
| 49 | Assets not covered for GAR calculation | 7 666 881 | — | — | — | — | — |
| 50 | Central governments and supranational issuers | 2 546 650 | — | — | — | — | — |
| 51 | Central banks exposure | 4 672 715 | — | — | — | — | — |
| 52 | Trading book | 447 515 | — | — | — | — | — |
| 53 | Total assets | 31 078 245 | 3 798 628 | 29 604 | — | 5 131 | 2 283 |
| Off-balance sheet exposures – Undertakings subject to NFRD disclosure obligations | | | | | | | |
| 54 | Financial guarantees | — | — | — | — | — | — |
| 55 | Assets under management | — | — | — | — | — | — |
| 56 | Of which debt securities | — | — | — | — | — | — |
| 57 | Of which equity instruments | — | — | — | — | — | — |

369

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

1. Assets for the calculation of GAR – CapEx continued

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | | | |
| Climate Change Adaptation (CCA) | | | | Water and marine resources (WTR) | | | | Circular Economy (CE) | | | |
| Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | |
|  | Of which environmentally  sustainable (Taxonomy-aligned) | | |  | Of which environmentally  sustainable (Taxonomy-aligned) | | |  | Of which environmentally  sustainable (Taxonomy-aligned) | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 801 | 24 | — | — | 93 | — | — | — | 319 | — | — | — |
| 788 | 24 | — | — | 93 | — | — | — | 319 | — | — | — |
| 788 | 24 | — | — | 93 | — | — | — | 319 | — | — | — |
| 788 | 24 | — | — | 93 | — | — | — | 319 | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| 13 | — | — | — | — | — | — | — | — | — | — | — |
| 7 | — | — | — | — | — | — | — | — | — | — | — |
| 6 | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| 801 | 24 | — | — | 93 | — | — | — | 319 | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| 801 | 24 | — | — | 93 | — | — | — | 319 | — | — | — |
|  | | | | | | | | | | | |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — | — | — | — |

370

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

1. Assets for the calculation of GAR – CapEx continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| £’000 | | 31 March 2025 |  | | | |
|  | Pollution (PPC) | | | |
|  | Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | |
|  |  | Of which environmentally  sustainable (Taxonomy-aligned) | | |
|  |  |  | Of which  use of  proceeds | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity instruments not HfT eligible  for GAR calculation |  | 70 | — | — | — |
| 2 | Financial undertakings |  | 70 | — | — | — |
| 3 | Credit institutions |  | 70 | — | — | — |
| 4 | Loans and advances |  | 70 | — | — | — |
| 5 | Debt securities, including UoP |  | — | — | — | — |
| 6 | Equity instruments |  | — | — | — | — |
| 7 | Other financial corporations |  | — | — | — | — |
| 8 | of which investment firms |  | — | — | — | — |
| 9 | Loans and advances |  | — | — | — | — |
| 10 | Debt securities, including UoP |  | — | — | — | — |
| 11 | Equity instruments |  | — | — | — | — |
| 12 | of which management companies |  | — | — | — | — |
| 13 | Loans and advances |  | — | — | — | — |
| 14 | Debt securities, including UoP |  | — | — | — | — |
| 15 | Equity instruments |  | — | — | — | — |
| 16 | of which insurance undertakings |  | — | — | — | — |
| 17 | Loans and advances |  | — | — | — | — |
| 18 | Debt securities, including UoP |  | — | — | — | — |
| 19 | Equity instruments |  | — | — | — | — |
| 20 | Non-financial undertakings |  | — | — | — | — |
| 21 | Loans and advances |  | — | — | — | — |
| 22 | Debt securities, including UoP |  | — | — | — | — |
| 23 | Equity instruments |  | — | — | — | — |
| 24 | Households |  | — | — | — | — |
| 25 | of which loans collateralised by residential immovable property |  | — | — | — | — |
| 26 | of which building renovation loans |  | — | — | — | — |
| 27 | of which motor vehicle loans |  | — | — | — | — |
| 28 | Local government financing |  | — | — | — | — |
| 29 | House financing |  | — | — | — | — |
| 30 | Other local government financing |  | — | — | — | — |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | — | — | — | — |
| 32 | Assets excluded from the numerator for GAR calculation (covered in the  denominator) |  | — | — | — | — |
| 33 | Financial and non-financial undertakings |  | — | — | — | — |
| 34 | SMEs and NFCs (other than SMEs) not subject to NFRD disclosure obligations |  | — | — | — | — |
| 35 | Loans and advances |  | — | — | — | — |
| 36 | of which loans collateralised by commercial immovable property |  | — | — | — | — |
| 37 | of which building renovation loans |  | — | — | — | — |
| 38 | Debt securities |  | — | — | — | — |
| 39 | Equity instruments |  | — | — | — | — |
| 40 | Non-EU country counterparties not subject to NFRD disclosure obligations |  | — | — | — | — |
| 41 | Loans and advances |  | — | — | — | — |
| 42 | Debt securities |  | — | — | — | — |
| 43 | Equity instruments |  | — | — | — | — |
| 44 | Derivatives |  | — | — | — | — |
| 45 | On-demand interbank loans |  | — | — | — | — |
| 46 | Cash and cash-related assets |  | — | — | — | — |
| 47 | Other categories of assets (e.g. goodwill, commodities, etc.) |  | — | — | — | — |
| 48 | Total GAR assets |  | 70 | — | — | — |
| 49 | Assets not covered for GAR calculation |  | — | — | — | — |
| 50 | Central governments and supranational issuers |  | — | — | — | — |
| 51 | Central banks exposure |  | — | — | — | — |
| 52 | Trading book |  | — | — | — | — |
| 53 | Total assets |  | 70 | — | — | — |
| Off-balance sheet exposures – Undertakings subject to NFRD disclosure obligations | | | | | | |
| 54 | Financial guarantees |  | — | — | — | — |
| 55 | Assets under management |  | — | — | — | — |
| 56 | Of which debt securities |  | — | — | — | — |
| 57 | Of which equity instruments |  | — | — | — | — |

371

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

1. Assets for the calculation of GAR – CapEx continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | |
| Biodiversity and Ecosystems (BIO) | | | | TOTAL (CCM + CCA + WTR +CE + PPC + BIO) | | | | |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | Of which towards taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally  sustainable (Taxonomy-aligned) | | |  | Of which environmentally  sustainable (Taxonomy-aligned) | | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  |  |  |  |  |  |  |  |  |
| — | — | — | — | 3 799 912 | 29 628 | — | 5 131 | 2 283 |
| — | — | — | — | 184 933 | 25 787 | — | 2 001 | 2 102 |
| — | — | — | — | 184 933 | 25 787 | — | 2 001 | 2 102 |
| — | — | — | — | 184 933 | 25 787 | — | 2 001 | 2 102 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | 16 409 | 3 841 | — | 3 130 | 181 |
| — | — | — | — | 7 413 | 3 841 | — | 3 130 | 181 |
| — | — | — | — | 8 996 | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | 3 598 570 | — | — | — | — |
| — | — | — | — | 3 598 570 | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | 3 799 912 | 29 628 | — | 5 131 | 2 283 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | 3 799 912 | 29 628 | — | 5 131 | 2 283 |
|  | | | | | | | | |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |

372

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

2. GAR sector information – Turnover

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Breakdown by  sector – NACE 4  digits level  (code and label) |  | 31 March 2025 | | | | | | | |
|  |  | Climate Change Mitigation (CCM) | | | | Climate Change Adaptation (CCA) | | | |
|  |  | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not subject  to NFRD | | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not subject  to NFRD | |
|  |  | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | |
|  |  | £’000 | Of which  environmentally  sustainable  (CCM) | £’000 | Of which  environmentally  sustainable  (CCM) | £’000 | Of which  environmentally  sustainable  (CCA) | £’000 | Of which  environmentally  sustainable  (CCA) |
| 1 | 41.20 |  | 5 597 | 1 175 | — | — | — | — | — | — |
| 2 | 64.19 |  | 9 359 | — | — | — | — | — | — | — |
| 3 | 71.12 |  | 725 | — | — | — | — | — | — | — |
| 4 | 77.35 |  | 6 521 | 1 500 | — | — | — | — | — | — |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Breakdown by  sector – NACE 4  digits level  (code and label) |  | 31 March 2025 | | | | | | | |
|  |  | Water and marine resources (WTR) | | | | Circular Economy (CE) | | | |
|  |  | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not subject  to NFRD | | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not subject  to NFRD | |
|  |  | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | |
|  |  | £’000 | Of which  environmentally  sustainable  (WTR) | £’000 | Of which  environmentally  sustainable  (WTR) | £’000 | Of which  environmentally  sustainable (CE) | £’000 | Of which  environmentally  sustainable (CE) |
| 1 | 41.20 |  | — | — | — | — | — | — | — | — |
| 2 | 64.19 |  | — | — | — | — | — | — | — | — |
| 3 | 71.12 |  | — | — | — | — | — | — | — | — |
| 4 | 77.35 |  | — | — | — | — | — | — | — | — |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Breakdown by  sector – NACE 4  digits level  (code and label) |  | 31 March 2025 | | | | | | | |
|  |  | Pollution (PPC) | | | | Biodiversity and Ecosystem (BIO) | | | |
|  |  | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not subject  to NFRD | | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not subject  to NFRD | |
|  |  | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | |
|  |  | £’000 | Of which  environmentally  sustainable  (PPC) | £’000 | Of which  environmentally  sustainable  (PPC) | £’000 | Of which  environmentally  sustainable  (BIO) | £’000 | Of which  environmentally  sustainable  (BIO) |
| 1 | 41.20 |  | — | — | — | — | — | — | — | — |
| 2 | 64.19 |  | — | — | — | — | — | — | — | — |
| 3 | 71.12 |  | — | — | — | — | — | — | — | — |
| 4 | 77.35 |  | — | — | — | — | — | — | — | — |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Breakdown by  sector – NACE 4  digits level  (code and label) |  | 31 March 2025 | | | |
|  |  | TOTAL (CCM + CCA + WTR + CE+ PPC + BIO) | | | |
|  |  | Non-Financial corporates (Subject to NFRD) | | SMEs and other NFC not subject to NFRD | |
|  |  | Gross carrying amount | | Gross carrying amount | |
|  |  | £’000 | Of which environmentally  sustainable (CCM + CCA +  WTR + CE+ PPC + BIO) | £’000 | Of which environmentally  sustainable (CCM + CCA +  WTR + CE+ PPC + BIO) |
| 1 | 41.20 |  | 5 597 | 1 175 | — | — |
| 2 | 64.19 |  | 9 359 | — | — | — |
| 3 | 71.12 |  | 725 | — | — | — |
| 4 | 77.35 |  | 6 521 | 1 500 | — | — |

373

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

2. GAR sector information – CapEx

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Breakdown by sector –  NACE 4 digits level  (code and label) |  | 31 March 2025 | | | | | | | |
|  |  | Climate Change Mitigation (CCM) | | | | Climate Change Adaptation (CCA) | | | |
|  |  | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not  subject to NFRD | | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not  subject to NFRD | |
|  |  | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | |
|  |  | £’000 | Of which  environmentally  sustainable  (CCM) | £’000 | Of which  environmentally  sustainable  (CCM) | £’000 | Of which  environmentally  sustainable  (CCA) | £’000 | Of which  environmentally  sustainable  (CCA) |
| 1 | 41.20 |  | 5 597 | 672 | — | — | — | — | — | — |
| 2 | 64.19 |  | 9 359 | — | — | — | — | — | — | — |
| 3 | 71.12 |  | 725 | — | — | — | — | — | — | — |
| 4 | 77.35 |  | 6 521 | 3 169 | — | — | — | — | — | — |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Breakdown by sector –  NACE 4 digits level  (code and label) |  | 31 March 2025 | | | | | | | |
|  |  | Water and marine resources (WTR) | | | | Circular Economy (CE) | | | |
|  |  | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not  subject to NFRD | | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not  subject to NFRD | |
|  |  | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | |
|  |  | £’000 | Of which  environmentally  sustainable  (WTR) | £’000 | Of which  environmentally  sustainable  (WTR) | £’000 | Of which  environmentally  sustainable (CE) | £’000 | Of which  environmentally  sustainable (CE) |
| 1 | 41.20 |  | — | — | — | — | — | — | — | — |
| 2 | 64.19 |  | — | — | — | — | — | — | — | — |
| 3 | 71.12 |  | — | — | — | — | — | — | — | — |
| 4 | 77.35 |  | — | — | — | — | — | — | — | — |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Breakdown by sector –  NACE 4 digits level  (code and label) |  | 31 March 2025 | | | | | | | |
|  |  | Pollution (PPC) | | | | Biodiversity and Ecosystem (BIO) | | | |
|  |  | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not  subject to NFRD | | Non-Financial corporates  (Subject to NFRD) | | SMEs and other NFC not  subject to NFRD | |
|  |  | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | | Gross carrying amount | |
|  |  | £’000 | Of which  environmentally  sustainable  (PPC) | £’000 | Of which  environmentally  sustainable  (PPC) | £’000 | Of which  environmentally  sustainable  (BIO) | £’000 | Of which  environmentally  sustainable  (BIO) |
| 1 | 41.20 |  | — | — | — | — | — | — | — | — |
| 2 | 64.19 |  | — | — | — | — | — | — | — | — |
| 3 | 71.12 |  | — | — | — | — | — | — | — | — |
| 4 | 77.35 |  | — | — | — | — | — | — | — | — |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Breakdown by sector –  NACE 4 digits level  (code and label) |  | 31 March 2025 | | | |
|  |  | TOTAL (CCM + CCA + WTR + CE+ PPC + BIO) | | | |
|  |  | Non-Financial corporates (Subject to NFRD) | | SMEs and other NFC not subject to NFRD | |
|  |  | Gross carrying amount | | Gross carrying amount | |
|  |  | £’000 | Of which environmentally  sustainable (CCM + CCA +  WTR + CE+ PPC + BIO) | £’000 | Of which environmentally  sustainable (CCM + CCA +  WTR + CE+ PPC + BIO) |
| 1 | 41.20 |  | 5 597 | 672 | — | — |
| 2 | 64.19 |  | 9 359 | — | — | — |
| 3 | 71.12 |  | 725 | — | — | — |
| 4 | 77.35 |  | 6 521 | 3 169 | — | — |

374

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

3. GAR KPI stock – Turnover

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | |  | 31 March 2025 | | | | |
|  | Climate Change Mitigation (CCM) | | | | |
|  | Proportion of total covered assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  |  | Proportion of total covered assets  funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |  |
| 1 | GAR Loans and advances, debt securities and equity instruments not HfT  eligible for GAR calculation |  | 82.53% | 0.55% | —% | 0.06% | 0.04% |
| 2 | Financial undertakings |  | 30.42% | 3.77% | —% | 0.22% | 0.20% |
| 3 | Credit institutions |  | 30.42% | 3.77% | —% | 0.22% | 0.20% |
| 4 | Loans and advances |  | 30.42% | 3.77% | —% | 0.22% | 0.20% |
| 5 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 6 | Equity instruments |  | —% | —% |  | —% | —% |
| 7 | Other financial corporations |  | —% | —% | —% | —% | —% |
| 8 | of which investment firms |  | —% | —% | —% | —% | —% |
| 9 | Loans and advances |  | —% | —% | —% | —% | —% |
| 10 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 11 | Equity instruments |  | —% | —% |  | —% | —% |
| 12 | of which management companies |  | —% | —% | —% | —% | —% |
| 13 | Loans and advances |  | —% | —% | —% | —% | —% |
| 14 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 15 | Equity instruments |  | —% | —% |  | —% | —% |
| 16 | of which insurance undertaking |  | —% | —% | —% | —% | —% |
| 17 | Loans and advances |  | —% | —% | —% | —% | —% |
| 18 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 19 | Equity instruments |  | —% | —% |  | —% | —% |
| 20 | Non-financial undertakings |  | 38.18% | 11.74% | —% | 7.07% | 3.68% |
| 21 | Loans and advances |  | 71.67% | 22.08% | —% | 13.30% | 6.93% |
| 22 | Debt securities, including UoP |  | 0.15% | —% | —% | —% | —% |
| 23 | Equity instruments |  | —% | —% |  | —% | —% |
| 24 | Households |  | 90.58% | —% | —% | —% | —% |
| 25 | of which loans collateralised by residential immovable property |  | 100.00% | —% | —% | —% | —% |
| 26 | of which building renovation loans |  | —% | —% | —% | —% | —% |
| 27 | of which motor vehicle loans |  | —% | —% | —% | —% | —% |
| 28 | Local government financing |  | —% | —% | —% | —% | —% |
| 29 | Housing financing |  | —% | —% | —% | —% | —% |
| 30 | Other local government financing |  | —% | —% | —% | —% | —% |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | —% | —% | —% | —% | —% |
| 32 | Total GAR Assets |  | 16.18% | 0.11% | —% | 0.01% | 0.01% |

375

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| --- | --- | --- | --- | --- | --- |
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| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

3. GAR KPI stock – Turnover continued

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | | | |
| Climate Change Adaptation (CCA) | | | | Water and Marine Resources (WTR) | | | | Circular Economy (CE) | | | |
| Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |
|  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 0.01% | —% | —% | —% | —% | —% | —% | —% | 0.01% | —% | —% | —% |
| 0.10% | —% | —% | —% | 0.01% | —% | —% | —% | 0.04% | —% | —% | —% |
| 0.10% | —% | —% | —% | 0.01% | —% | —% | —% | 0.04% | —% | —% | —% |
| 0.10% | —% | —% | —% | 0.01% | —% | —% | —% | 0.04% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
|  |  |  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |

376

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

3. GAR KPI stock – Turnover continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 31 March 2025 |  | | | |
|  | Pollution (PPC) | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |
|  |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  |  | Of which  use of  proceeds | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |
| 1 | GAR Loans and advances, debt securities and equity instruments not HfT  eligible for GAR calculation |  | —% | —% | —% | —% |
| 2 | Financial undertakings |  | 0.02% | —% | —% | —% |
| 3 | Credit institutions |  | 0.02% | —% | —% | —% |
| 4 | Loans and advances |  | 0.02% | —% | —% | —% |
| 5 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 6 | Equity instruments |  | —% | —% |  | —% |
| 7 | Other financial corporations |  | —% | —% | —% | —% |
| 8 | of which investment firms |  | —% | —% | —% | —% |
| 9 | Loans and advances |  | —% | —% | —% | —% |
| 10 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 11 | Equity instruments |  | —% | —% |  | —% |
| 12 | of which management companies |  | —% | —% | —% | —% |
| 13 | Loans and advances |  | —% | —% | —% | —% |
| 14 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 15 | Equity instruments |  | —% | —% |  | —% |
| 16 | of which insurance undertaking |  | —% | —% | —% | —% |
| 17 | Loans and advances |  | —% | —% | —% | —% |
| 18 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 19 | Equity instruments |  | —% | —% |  | —% |
| 20 | Non-financial undertakings |  | —% | —% | —% | —% |
| 21 | Loans and advances |  | —% | —% | —% | —% |
| 22 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 23 | Equity instruments |  | —% | —% |  | —% |
| 24 | Households |  |  |  |  |  |
| 25 | of which loans collateralised by residential immovable property |  |  |  |  |  |
| 26 | of which building renovation loans |  |  |  |  |  |
| 27 | of which motor vehicle loans |  |  |  |  |  |
| 28 | Local government financing |  | —% | —% | —% | —% |
| 29 | Housing financing |  | —% | —% | —% | —% |
| 30 | Other local government financing |  | —% | —% | —% | —% |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | —% | —% | —% | —% |
| 32 | Total GAR Assets |  | —% | —% | —% | —% |

377

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

3. GAR KPI stock – Turnover continued

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | |
| Biodiversity and Ecosystem (BIO) | | | | TOTAL (CCM + CCA + WTR + CE + PPC + BIO) | | | | |  |
| Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | 82.56% | 0.55% | —% | 0.06% | 0.04% | 14.77% |
| —% | —% | —% | —% | 30.60% | 3.77% | —% | 0.22% | 0.20% | 1.91% |
| —% | —% | —% | —% | 30.60% | 3.77% | —% | 0.22% | 0.20% | 1.91% |
| —% | —% | —% | —% | 30.60% | 3.77% | —% | 0.22% | 0.20% | 1.91% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
| —% | —% | —% | —% | 38.18% | 11.74% | —% | 7.07% | 3.68% | 0.07% |
| —% | —% | —% | —% | 71.67% | 22.08% | —% | 13.30% | 6.93% | 0.04% |
| —% | —% | —% | —% | 0.15% | —% | —% | —% | —% | 0.03% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
|  |  |  |  | 90.58% | —% | —% | —% | —% | 12.78% |
|  |  |  |  | 100.00% | —% | —% | —% | —% | 11.58% |
|  |  |  |  |  | —% | —% | —% | —% | —% |
|  |  |  |  |  |  |  |  |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | 16.18% | 0.11% | —% | 0.01% | 0.01% | 75.33% |

378

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| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

3. GAR KPI stock – CapEx

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | |  | 31 March 2025 | | | | |
|  | Climate Change Mitigation (CCM) | | | | |
|  | Proportion of total covered assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  |  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |  |
| 1 | GAR Loans and advances, debt securities and equity instruments not HfT  eligible for GAR calculation |  | 82.77% | 0.65% | —% | 0.11% | 0.05% |
| 2 | Financial undertakings |  | 30.93% | 4.34% | —% | 0.34% | 0.35% |
| 3 | Credit institutions |  | 30.93% | 4.34% | —% | 0.34% | 0.35% |
| 4 | Loans and advances |  | 30.93% | 4.34% | —% | 0.34% | 0.35% |
| 5 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 6 | Equity instruments |  | —% | —% |  | —% | —% |
| 7 | Other financial corporations |  | —% | —% | —% | —% | —% |
| 8 | of which investment firms |  | —% | —% | —% | —% | —% |
| 9 | Loans and advances |  | —% | —% | —% | —% | —% |
| 10 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 11 | Equity instruments |  | —% | —% |  | —% | —% |
| 12 | of which management companies |  | —% | —% | —% | —% | —% |
| 13 | Loans and advances |  | —% | —% | —% | —% | —% |
| 14 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 15 | Equity instruments |  | —% | —% |  | —% | —% |
| 16 | of which insurance undertaking |  | —% | —% | —% | —% | —% |
| 17 | Loans and advances |  | —% | —% | —% | —% | —% |
| 18 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 19 | Equity instruments |  | —% | —% |  | —% | —% |
| 20 | Non-financial undertakings |  | 71.96% | 16.85% | —% | 13.74% | 0.79% |
| 21 | Loans and advances |  | 61.12% | 31.70% | —% | 25.83% | 1.49% |
| 22 | Debt securities, including UoP |  | 84.26% | —% | —% | —% | —% |
| 23 | Equity instruments |  | —% | —% |  | —% | —% |
| 24 | Households |  | 90.58% | —% | —% | —% | —% |
| 25 | of which loans collateralised by residential immovable property |  | 100.00% | —% | —% | —% | —% |
| 26 | of which building renovation loans |  | —% | —% | —% | —% | —% |
| 27 | of which motor vehicle loans |  | —% | —% | —% | —% | —% |
| 28 | Local government financing |  | —% | —% | —% | —% | —% |
| 29 | Housing financing |  | —% | —% | —% | —% | —% |
| 30 | Other local government financing |  | —% | —% | —% | —% | —% |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | —% | —% | —% | —% | —% |
| 32 | Total GAR Assets |  | 16.32% | 0.13% | —% | 0.02% | 0.01% |

379

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|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

3. GAR KPI stock – CapEx continued

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | | | |
| Climate Change Adaptation (CCA) | | | | Water and Marine Resources (WTR) | | | | Circular Economy (CE) | | | |
| Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |
|  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 0.02% | —% | —% | —% | —% | —% | —% | —% | 0.01% | —% | —% | —% |
| 0.13% | —% | —% | —% | 0.02% | —% | —% | —% | 0.05% | —% | —% | —% |
| 0.13% | —% | —% | —% | 0.02% | —% | —% | —% | 0.05% | —% | —% | —% |
| 0.13% | —% | —% | —% | 0.02% | —% | —% | —% | 0.05% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| 0.05% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| 0.05% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| 0.05% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
|  |  |  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |

380

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

3. GAR KPI stock – CapEx continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 31 March 2025 |  | | | |
|  | Pollution (PPC) | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |
|  |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  |  | Of which  use of  proceeds | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |
| 1 | GAR Loans and advances, debt securities and equity instruments not HfT  eligible for GAR calculation |  | —% | —% | —% | —% |
| 2 | Financial undertakings |  | 0.01% | —% | —% | —% |
| 3 | Credit institutions |  | 0.01% | —% | —% | —% |
| 4 | Loans and advances |  | 0.01% | —% | —% | —% |
| 5 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 6 | Equity instruments |  | —% | —% |  | —% |
| 7 | Other financial corporations |  | —% | —% | —% | —% |
| 8 | of which investment firms |  | —% | —% | —% | —% |
| 9 | Loans and advances |  | —% | —% | —% | —% |
| 10 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 11 | Equity instruments |  | —% | —% |  | —% |
| 12 | of which management companies |  | —% | —% | —% | —% |
| 13 | Loans and advances |  | —% | —% | —% | —% |
| 14 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 15 | Equity instruments |  | —% | —% |  | —% |
| 16 | of which insurance undertaking |  | —% | —% | —% | —% |
| 17 | Loans and advances |  | —% | —% | —% | —% |
| 18 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 19 | Equity instruments |  | —% | —% |  | —% |
| 20 | Non-financial undertakings |  | —% | —% | —% | —% |
| 21 | Loans and advances |  | —% | —% | —% | —% |
| 22 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 23 | Equity instruments |  | —% | —% |  | —% |
| 24 | Households |  |  |  |  |  |
| 25 | of which loans collateralised by residential immovable property |  |  |  |  |  |
| 26 | of which building renovation loans |  |  |  |  |  |
| 27 | of which motor vehicle loans |  |  |  |  |  |
| 28 | Local government financing |  | —% | —% | —% | —% |
| 29 | Housing financing |  | —% | —% | —% | —% |
| 30 | Other local government financing |  | —% | —% | —% | —% |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | —% | —% | —% | —% |
| 32 | Total GAR Assets |  | —% | —% | —% | —% |

381

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

3. GAR KPI stock – CapEx continued

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | |
| Biodiversity and Ecosystem (BIO) | | | | TOTAL (CCM + CCA + WTR + CE + PPC + BIO) | | | | |  |
| Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | 82.79% | 0.65% | —% | 0.11% | 0.05% | 14.77% |
| —% | —% | —% | —% | 31.14% | 4.34% | —% | 0.34% | 0.35% | 1.91% |
| —% | —% | —% | —% | 31.14% | 4.34% | —% | 0.34% | 0.35% | 1.91% |
| —% | —% | —% | —% | 31.14% | 4.34% | —% | 0.34% | 0.35% | 1.91% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
| —% | —% | —% | —% | 72.01% | 16.85% | —% | 13.74% | 0.79% | 0.07% |
| —% | —% | —% | —% | 61.18% | 31.70% | —% | 25.83% | 1.49% | 0.04% |
| —% | —% | —% | —% | 84.31% | —% | —% | —% | —% | 0.03% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |
|  |  |  |  | 90.58% | —% | —% | —% | —% | 12.78% |
|  |  |  |  | 100.00% | —% | —% | —% | —% | 11.58% |
|  |  |  |  | —% | —% | —% | —% | —% | —% |
|  |  |  |  |  |  |  |  |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | 16.23% | 0.13% | —% | 0.02% | 0.01% | 75.33% |

382

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

4. GAR KPI flow – Turnover

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| % (compared to flow of total eligible assets) | |  | 31 March 2025 | | | | |
|  | Climate Change Mitigation (CCM) | | | | |
|  | Proportion of total covered assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  |  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |  |
| 1 | GAR Loans and advances, debt securities and equity instruments not HfT  eligible for GAR calculation |  | 60.91% | 0.14% | —% | 0.03% | —% |
| 2 | Financial undertakings |  | 34.00% | 3.00% | —% | 0.70% | 0.10% |
| 3 | Credit institutions |  | 34.00% | 3.00% | —% | 0.70% | 0.10% |
| 4 | Loans and advances |  | 34.00% | 3.00% | —% | 0.70% | 0.10% |
| 5 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 6 | Equity instruments |  | —% | —% |  | —% | —% |
| 7 | Other financial corporations |  | —% | —% | —% | —% | —% |
| 8 | of which investment firms |  | —% | —% | —% | —% | —% |
| 9 | Loans and advances |  | —% | —% | —% | —% | —% |
| 10 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 11 | Equity instruments |  | —% | —% |  | —% | —% |
| 12 | of which management companies |  | —% | —% | —% | —% | —% |
| 13 | Loans and advances |  | —% | —% | —% | —% | —% |
| 14 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 15 | Equity instruments |  | —% | —% |  | —% | —% |
| 16 | of which insurance undertaking |  | —% | —% | —% | —% | —% |
| 17 | Loans and advances |  | —% | —% | —% | —% | —% |
| 18 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 19 | Equity instruments |  | —% | —% |  | —% | —% |
| 20 | Non-financial undertakings |  | 0.16% | —% | —% | —% | —% |
| 21 | Loans and advances |  | —% | —% | —% | —% | —% |
| 22 | Debt securities, including UoP |  | 0.16% | —% | —% | —% | —% |
| 23 | Equity instruments |  | —% | —% |  | —% | —% |
| 24 | Households |  | 62.86% | —% | —% | —% | —% |
| 25 | of which loans collateralised by residential immovable property |  | 100.00% | —% | —% | —% | —% |
| 26 | of which building renovation loans |  | —% | —% | —% | —% | —% |
| 27 | of which motor vehicle loans |  | —% | —% | —% | —% | —% |
| 28 | Local government financing |  | —% | —% | —% | —% | —% |
| 29 | Housing financing |  | —% | —% | —% | —% | —% |
| 30 | Other local government financing |  | —% | —% | —% | —% | —% |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | —% | —% | —% | —% | —% |
| 32 | Total GAR Assets |  | 26.70% | 0.06% | —% | 0.01% | —% |

383

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

4. GAR KPI flow – Turnover continued

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | | | |
| Climate Change Adaptation (CCA) | | | | Water and Marine Resources (WTR) | | | | Circular Economy (CE) | | | |
| Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | |
|  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
|  |  |  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |

384

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

4. GAR KPI flow – Turnover continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| % (compared to flow of total eligible assets) | | 31 March 2025 |  | | | |
|  | Pollution (PPC) | | | |
|  | Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | |
|  |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  |  | Of which  use of  proceeds | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |
| 1 | GAR Loans and advances, debt securities and equity instruments not HfT  eligible for GAR calculation |  | —% | —% | —% | —% |
| 2 | Financial undertakings |  | —% | —% | —% | —% |
| 3 | Credit institutions |  | —% | —% | —% | —% |
| 4 | Loans and advances |  | —% | —% | —% | —% |
| 5 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 6 | Equity instruments |  | —% | —% |  | —% |
| 7 | Other financial corporations |  | —% | —% | —% | —% |
| 8 | of which investment firms |  | —% | —% | —% | —% |
| 9 | Loans and advances |  | —% | —% | —% | —% |
| 10 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 11 | Equity instruments |  | —% | —% |  | —% |
| 12 | of which management companies |  | —% | —% | —% | —% |
| 13 | Loans and advances |  | —% | —% | —% | —% |
| 14 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 15 | Equity instruments |  | —% | —% |  | —% |
| 16 | of which insurance undertaking |  | —% | —% | —% | —% |
| 17 | Loans and advances |  | —% | —% | —% | —% |
| 18 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 19 | Equity instruments |  | —% | —% |  | —% |
| 20 | Non-financial undertakings |  | —% | —% | —% | —% |
| 21 | Loans and advances |  | —% | —% | —% | —% |
| 22 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 23 | Equity instruments |  | —% | —% |  | —% |
| 24 | Households |  |  |  |  |  |
| 25 | of which loans collateralised by residential immovable property |  |  |  |  |  |
| 26 | of which building renovation loans |  |  |  |  |  |
| 27 | of which motor vehicle loans |  |  |  |  |  |
| 28 | Local government financing |  | —% | —% | —% | —% |
| 29 | Housing financing |  | —% | —% | —% | —% |
| 30 | Other local government financing |  | —% | —% | —% | —% |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | —% | —% | —% | —% |
| 32 | Total GAR Assets |  | —% | —% | —% | —% |

385

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

4. GAR KPI flow – Turnover continued

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | |
| Biodiversity and Ecosystem (BIO) | | | | TOTAL (CCM + CCA + WTR + CE + PPC + BIO) | | | | |  |
| Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | 60.91% | 0.14% | —% | 0.03% | —% | 56.78% |
| —% | —% | —% | —% | 34.00% | 3.00% | —% | 0.70% | 0.10% | 15.39% |
| —% | —% | —% | —% | 34.00% | 3.00% | —% | 0.70% | 0.10% | 3.57% |
| —% | —% | —% | —% | 34.00% | 3.00% | —% | 0.70% | 0.10% | 2.06% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 1.50% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 11.83% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 9.47% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 9.17% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 0.30% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 1.13% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 1.08% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 0.05% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | 0.16% | —% | —% | —% | —% | 0.03% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | 0.16% | —% | —% | —% | —% | 0.03% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
|  |  |  |  | 62.86% | —% | —% | —% | —% | 0.18% |
|  |  |  |  | 100.00% | —% | —% | —% | —% | 0.17% |
|  |  |  |  |  | —% | —% | —% | —% | —% |
|  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | 26.70% | 6.00% | —% | 1.00% | —% | 100.00% |

386

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

4. GAR KPI flow – CapEx

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| % (compared to flow of total eligible assets) | |  | 31 March 2025 | | | | |
|  | Climate Change Mitigation (CCM) | | | | |
|  | Proportion of total covered assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  |  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |  |
| 1 | GAR Loans and advances, debt securities and equity instruments not HfT  eligible for GAR calculation |  | 61.76% | 0.16% | —% | 0.03% | 0.01% |
| 2 | Financial undertakings |  | 34.20% | 3.30% | —% | 0.70% | 0.02% |
| 3 | Credit institutions |  | 34.20% | 3.30% | —% | 0.70% | 0.02% |
| 4 | Loans and advances |  | 34.20% | 3.30% | —% | 0.70% | 0.02% |
| 5 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 6 | Equity instruments |  | —% | —% |  | —% | —% |
| 7 | Other financial corporations |  | —% | —% | —% | —% | —% |
| 8 | of which investment firms |  | —% | —% | —% | —% | —% |
| 9 | Loans and advances |  | —% | —% | —% | —% | —% |
| 10 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 11 | Equity instruments |  | —% | —% |  | —% | —% |
| 12 | of which management companies |  | —% | —% | —% | —% | —% |
| 13 | Loans and advances |  | —% | —% | —% | —% | —% |
| 14 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 15 | Equity instruments |  | —% | —% |  | —% | —% |
| 16 | of which insurance undertaking |  | —% | —% | —% | —% | —% |
| 17 | Loans and advances |  | —% | —% | —% | —% | —% |
| 18 | Debt securities, including UoP |  | —% | —% | —% | —% | —% |
| 19 | Equity instruments |  | —% | —% |  | —% | —% |
| 20 | Non-financial undertakings |  | 89.16% | —% | —% | —% | —% |
| 21 | Loans and advances |  | —% | —% | —% | —% | —% |
| 22 | Debt securities, including UoP |  | 89.16% | —% | —% | —% | —% |
| 23 | Equity instruments |  | —% | —% |  | —% | —% |
| 24 | Households |  | 62.86% | —% | —% | —% | —% |
| 25 | of which loans collateralised by residential immovable property |  | 100.00% | —% | —% | —% | —% |
| 26 | of which building renovation loans |  | —% | —% | —% | —% | —% |
| 27 | of which motor vehicle loans |  | —% | —% | —% | —% | —% |
| 28 | Local government financing |  | —% | —% | —% | —% | —% |
| 29 | Housing financing |  | —% | —% | —% | —% | —% |
| 30 | Other local government financing |  | —% | —% | —% | —% | —% |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | —% | —% | —% | —% | —% |
| 32 | Total GAR Assets |  | 27.07% | 0.07% | —% | 0.01% | —% |

387

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

4. GAR KPI flow – CapEx continued

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | | | |
| Climate Change Adaptation (CCA) | | | | Water and Marine Resources (WTR) | | | | Circular Economy (CE) | | | |
| Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | |
|  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| 0.06% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| 0.06% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% |  | —% | —% | —% |  | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
| —% | —% | —% | —% |  |  |  |  | —% | —% | —% | —% |
|  |  |  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |

388

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

4. GAR KPI flow – CapEx continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| % (compared to flow of total eligible assets) | | 31 March 2025 |  | | | |
|  | Pollution (PPC) | | | |
|  | Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | |
|  |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  |  | Of which  use of  proceeds | Of which  enabling |
|  | GAR – Covered assets in both numerator and denominator |  |  |  |  |  |
| 1 | GAR Loans and advances, debt securities and equity instruments not HfT  eligible for GAR calculation |  | —% | —% | —% | —% |
| 2 | Financial undertakings |  | —% | —% | —% | —% |
| 3 | Credit institutions |  | —% | —% | —% | —% |
| 4 | Loans and advances |  | —% | —% | —% | —% |
| 5 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 6 | Equity instruments |  | —% | —% |  | —% |
| 7 | Other financial corporations |  | —% | —% | —% | —% |
| 8 | of which investment firms |  | —% | —% | —% | —% |
| 9 | Loans and advances |  | —% | —% | —% | —% |
| 10 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 11 | Equity instruments |  | —% | —% |  | —% |
| 12 | of which management companies |  | —% | —% | —% | —% |
| 13 | Loans and advances |  | —% | —% | —% | —% |
| 14 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 15 | Equity instruments |  | —% | —% |  | —% |
| 16 | of which insurance undertaking |  | —% | —% | —% | —% |
| 17 | Loans and advances |  | —% | —% | —% | —% |
| 18 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 19 | Equity instruments |  | —% | —% |  | —% |
| 20 | Non-financial undertakings |  | —% | —% | —% | —% |
| 21 | Loans and advances |  | —% | —% | —% | —% |
| 22 | Debt securities, including UoP |  | —% | —% | —% | —% |
| 23 | Equity instruments |  | —% | —% |  | —% |
| 24 | Households |  |  |  |  |  |
| 25 | of which loans collateralised by residential immovable property |  |  |  |  |  |
| 26 | of which building renovation loans |  |  |  |  |  |
| 27 | of which motor vehicle loans |  |  |  |  |  |
| 28 | Local government financing |  | —% | —% | —% | —% |
| 29 | Housing financing |  | —% | —% | —% | —% |
| 30 | Other local government financing |  | —% | —% | —% | —% |
| 31 | Collateral obtained by taking possession: residential and commercial  immovable properties |  | —% | —% | —% | —% |
| 32 | Total GAR Assets |  | —% | —% | —% | —% |

389

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

4. GAR KPI flow – CapEx continued

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| 31 March 2025 | | | | | | | | | |
| Biodiversity and Ecosystem (BIO) | | | | TOTAL (CCM + CCA + WTR + CE + PPC + BIO) | | | | |  |
| Proportion of total covered assets funding  taxonomy relevant sectors (Taxonomy-eligible) | | | | Proportion of total covered assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
|  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | 61.76% | 0.16% | —% | 0.03% | 0.01% | 56.78% |
| —% | —% | —% | —% | 34.20% | 3.30% | —% | 0.70% | 0.20% | 15.39% |
| —% | —% | —% | —% | 34.20% | 3.30% | —% | 0.70% | 0.20% | 3.57% |
| —% | —% | —% | —% | 34.20% | 3.30% | —% | 0.70% | 0.20% | 2.06% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 1.50% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 11.83% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 9.47% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 9.17% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 0.30% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 1.13% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 1.08% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | 0.05% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | 89.21% | —% | —% | —% | —% | 0.03% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | 89.21% | —% | —% | —% | —% | 0.03% |
| —% | —% |  | —% | —% | —% | —% | —% | —% | —% |
|  |  |  |  | 62.86% | —% | —% | —% | —% | 0.18% |
|  |  |  |  | 100.00% | —% | —% | —% | —% | 0.17% |
|  |  |  |  |  | —% | —% | —% | —% | —% |
|  |  |  |  |  |  |  |  |  |  |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| —% | —% | —% | —% | 26.70% | 0.07% | —% | 0.01% | —% | 100.00% |

390

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

5. KPI off-balance sheet exposures

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance  sheet assets) | | 31 March 2025 | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | | Climate Change Adaptation (CCA) | | | |
| Proportion of total covered assets  funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | |
|  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | — | — | — | — | — | — | — | — | — |
| 2 | Assets under management (AuM KPI) | — | — | — | — | — | — | — | — | — |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance  sheet assets) | | 31 March 2025 |  | | | | | | | |
|  | Water and Marine Resources (WTR) | | | | Circular Economy (CE) | | | |
|  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | |
|  |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) |  | — | — | — | — | — | — | — | — |
| 2 | Assets under management (AuM KPI) |  | — | — | — | — | — | — | — | — |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance  sheet assets) | | 31 March 2025 |  | | | | | | | |
|  | Pollution (PPC) | | | | Biodiversity and Ecosystem (BIO) | | | |
|  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | |
|  |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |  | Proportion of total covered assets  funding taxonomy relevant sectors  (Taxonomy-aligned) | | |
|  |  |  | Of which  use of  proceeds | Of which  enabling |  |  | Of which  use of  proceeds | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) |  | — | — | — | — | — | — | — | — |
| 2 | Assets under management (AuM KPI) |  | — | — | — | — | — | — | — | — |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance  sheet assets) | | 31 March 2025 |  | | | | |
|  | TOTAL (CCM + CCA + WTR + CE + PPC + BIO) | | | | |
|  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-eligible) | | | | |
|  |  | Proportion of total covered  assets funding taxonomy relevant  sectors (Taxonomy-aligned) | | | |
|  |  |  | Of which  use of  proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) |  | — | — | — | — | — |
| 2 | Assets under management (AuM KPI) |  | — | — | — | — | — |

391

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| 05 |  | Annual financial  statements |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ANNEXURES  CONTINUED | | | | | |

6. Nuclear and fossil gas related activities – Turnover and CapEx based

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Row | Nuclear energy related activities | |
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration and  deployment of innovative electricity generation facilities that produce energy from nuclear processes  with minimal waste from the fuel cycle. | No |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear  installations to produce electricity or process heat, including for the purposes of district heating or  industrial processes such as hydrogen production, as well as their safety upgrades, using best available  technologies. | No |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations  that produce electricity or process heat, including for the purposes of district heating or industrial  processes such as hydrogen production from nuclear energy, as well as their safety upgrades. | No |
|  | Fossil gas related activities | |
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity generation  facilities that produce electricity using fossil gaseous fuels. | No |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of  combined heat/cool and power generation facilities using fossil gaseous fuels. | No |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation of  heat generation facilities that produce heat/cool using fossil gaseous fuels. | No |

392

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  | ALTERNATIVE  PERFORMANCE MEASURES |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| ALTERNATIVE PERFORMANCE MEASURES | | | | | |

|  |  |
| --- | --- |
|  |  |
| Alternative_performance_measures.svg | We supplement our IFRS figures with alternative performance measures used by management internally and which provide  valuable, relevant information to readers. These measures are used to align internal and external reporting, identify items  management believes are not representative of the underlying performance of the business and provide insight into how  management assesses period-on-period performance. A description of the Group’s alternative performance measures and  their calculation, where relevant, is set out below. |
| Alternative performance measures are not measures within the scope of IFRS and are not a substitute for IFRS financial  measures. Alternative performance measures constitute pro-forma financial information. The pro-forma financial information  is the responsibility of the Board of Directors and is presented for illustrative purposes only and because of its nature may  not fairly present the Group’s financial position, changes in equity, and results in operations or cash flows.  The below information is audited unless indicated otherwise. |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Adjusted earnings attributable to  ordinary shareholders | Earnings attributable to shareholders adjusted to remove goodwill, acquired  intangibles, strategic actions, including such items within equity-accounted earnings,  and earnings attributable to perpetual preference shareholders and Other Additional  Tier 1 security holders. | |
| Adjusted operating profit | Pro-forma profit before taxation, adjusted to remove goodwill, acquired intangibles  and strategic actions, including such items within equity-accounted earnings, and  non-controlling interests | |
|  | Page_references.svg | Refer to calculation on page [143](#i447e4d363cd344738300acdd42f0e3a0_286) for a reconciliation of these items. |
| Annuity income | Net interest income plus net annuity fees and commissions | |
|  | Page_references.svg | Refer to page [146](#i447e4d363cd344738300acdd42f0e3a0_289) and [147](#i447e4d363cd344738300acdd42f0e3a0_292) |
| Core loans | The table below describes the differences between ‘loans and advances to  customers’ as per the balance sheet and gross core loans. | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’million | 31 March 2025 |  | 31 March 2024 |  |
| Loans and advances to customers per the balance sheet | 16 814 |  | 16 570 |  |
| ECL held against FVOCI loans | (23) |  | (13) |  |
| Net core loans | 16 791 |  | 16 557 |  |
| of which amortised cost and FVOCI (‘subject to ECL’) | 16 219 |  | 15 916 |  |
| of which FVPL | 572 |  | 641 |  |
| Add: ECL | 165 |  | 187 |  |
| Gross core loans | 16 956 |  | 16 744 |  |
| of which amortised cost and FVOCI (‘subject to ECL’) | 16 384 |  | 16 103 |  |
| of which FVPL | 572 |  | 641 |  |

|  |  |
| --- | --- |
|  |  |
| Cost to income ratio | Refer to calculation in the table below for the Group |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £’000 | 31 March 2025 |  | 31 March 2024 |  |
| Operating costs (A) | 597 719 |  | 626 732 |  |
| Operating income | 1 191 594 |  | 1 194 305 |  |
| Less: Profit attributable to non-controlling interests | (12) |  | (1 204) |  |
| Total (B) | 1 191 582 |  | 1 193 101 |  |
| Cost to income ratio (A/B)^ | 50.2% |  | 52.5% |  |

^ This key metric is based on the pro-forma income statements on page [27](#i447e4d363cd344738300acdd42f0e3a0_112).

The below information is unaudited

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Coverage ratio | ECL as a percentage of gross core loans subject to ECL | |
| Credit loss ratio | ECL impairment charges on core loans as a percentage of average gross core loans  subject to ECL | |
| Gearing ratio | Total assets divided by total equity | |
| Loans and advances to customers as a  % of customer deposits | Loans and advances to customers as a percentage of customer accounts (deposits) | |
| Net interest margin | Interest income net of interest expense, divided by average interest-earning assets | |
| Page_references.svg | Refer to calculation on page [146](#i447e4d363cd344738300acdd42f0e3a0_289) . |
| Return on average assets | Adjusted earnings attributable to ordinary shareholders divided by average total  assets excluding assurance assets | |
| Return on risk weighted assets | Adjusted earnings attributable to ordinary shareholders divided by average risk  weighted assets | |

393

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  | DEFINITIONS |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| DEFINITIONS | | | | | |

Cash and near cash

Comprises cash, near cash (which largely includes central bank

prepositioned collateral), and central bank cash placements and

other HQLA

ECL

Expected credit loss

Funds under management

Consists of third-party funds managed by the Wealth &

Investment business, and by the Property business (which

forms part of the Specialist Bank) in the prior year

FVOCI

Fair value through other comprehensive income

FVPL

Fair value through profit and loss

Interest-earning assets

Cash and near cash, bank debt securities, sovereign debt

securities, loans and advances, other debt securities, other

loans and advances and lease receivables.

|  |  |
| --- | --- |
|  |  |
|  | Refer to page [146](#i447e4d363cd344738300acdd42f0e3a0_289)  for the calculation. |

Interest-bearing liabilities

Deposits by banks, debt securities in issue, repurchase

agreements and cash collateral on securities lent, customer

accounts (deposits), subordinated liabilities, and lease liabilities.

|  |  |
| --- | --- |
|  |  |
|  | Refer to page [146](#i447e4d363cd344738300acdd42f0e3a0_289)  the for calculation. |

Legacy business in the UK Specialist Bank

(‘Legacy’)

Legacy, as separately disclosed from 2014 to 2018, comprises

pre-2008 assets held on the UK bank’s balance sheet, that had

very low/negative margins and assets relating to business we

are no longer undertaking

Net zero

Balancing the amount of emitted greenhouse gases with

equivalent emissions that are either offset or sequestered

Ongoing basis

Ongoing information, as separately disclosed from 2014 to

2018, excludes Legacy assets (refer to definition), as well as the

following businesses sold in previous years: Investec Bank

(Australia) Limited, Kensington Group plc and Start Mortgage

Holdings Limited

Strategic actions

Comprises the closure and rundown of the Hong Kong

direct investments business and financial impact of

Group restructures

Structured credit

Reflects the gross exposure of rated and unrated structured

credit classified within other debt securities and other loans and

advances on the balance sheet.

|  |  |
| --- | --- |
|  |  |
|  | Refer to page [273](#i447e4d363cd344738300acdd42f0e3a0_511)  for detail. |

Subject to ECL

Includes financial assets held at amortised cost and FVOCI

394

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  | GLOSSARY |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| GLOSSARY | | | | | |

A2XA2X Markets stock exchange (South Africa)

ABCAnti-bribery and corruption

AGMAnnual general meeting

AIArtificial intelligence

ALCOAsset and Liability Committee

AMLAnti-money laundering

APPAuthorised Push Payment

AT1 Additional Tier 1

BCBSBasel Committee of Banking Supervision

BCRBanking Competition Remedies Limited

BIDBelonging, inclusion and diversity

BoE Bank of England

BREEAMBuilding Research Establishment

Environmental Assessment Methodology

BRCC Board Risk and Capital Committee

BRRD Bank Recovery and Resolution Directive

CAChartered Accountant

CBES21Climate Biennial Exploratory Scenario

CCGTCombined cycle gas turbine

CCRCounterparty credit risk

CCyBCountercyclical capital buffer

CEO Chief Executive

CET1Common Equity Tier 1

CFP Contingency Funding Plan

COOChief Operating Officer

COVID Corona Virus Disease

CPI Consumer Price Index

CRD IV Capital Requirements Directive IV

CRD V Capital Requirements Directive V

CROChief Risk Officer

CRR Capital Requirements Regulation

CSRDCorporate Sustainability Reporting Directive

CVACredit valuation adjustment

DCFDiscounted cash flow

DLC Dual listed company

DLC BRCCDLC Board Risk and Capital Committee

DLC ESCDLC Executive Sustainability Committee

DLC ITRGCDLC IT Risk and Governance Committee

DLC SECDLC Social and Ethics Committee

DMADouble materiality assessment

DNSHDo No Significant Harm

EADExposure at default

EBAEuropean Banking Authority

EBRDEuropean Bank for Reconstruction and

Development

ECEuropean Commission

ECL Expected credit loss

EfWEnergy-from-waste

EIREffective interest rate

EPEquator Principles

EPCEnergy performance certificate

ESExpected shortfall

ESG Environmental, social and governance

ESRSEuropean Sustainability Reporting

Standards

EU European Union

EVElectric vehicle

EVA Economic Value Added

EVTExtreme value theory

FCAFinancial Conduct Authority

FPCFinancial Policy Committee

FRCFinancial Reporting Council

FSCSFinancial Services Compensation Scheme

FUMFunds under management

FUMAFunds under management and

administration

FVOCIFair value through other comprehensive

income

FVPLFair value through profit and loss

GDP Gross domestic product

GDPRGeneral data protection regulation

Group ERC Group Executive Risk Committee

GFSC Guernsey Financial Services Commission

GHGGreenhouse gas

GMRA  Global Master Repurchase Agreement

GMSLA Global Master Securities Lending

Agreement

HNWHigh net worth

HQLA  High quality liquid assets

IAMInvestec Asset Management Limited

IASsInternational Accounting Standards

IBLInvestec Bank Limited

IBSImportant Business Service

IBOR Interbank offered rate

IBPInvestec Bank plc

IBP BRCCIBP Board Risk and Capital Committee

IBP ERCIBP Executive Risk Committee

IBP PDMRsIBP Persons Discharging Managerial

Responsibilities

IBP Review ERRFIBP Review Executive Risk Review Forum

IBP SBFIBP Sustainable Business Forum

ICAAPInternal Capital Adequacy Assessment

Process

IFCInternational Finance Corporation

IFRSInternational Financial Reporting Standard

ILAAPInternal Liquidity Adequacy Assessment

Process

IRBInternal Ratings Based

IROsImpacts, risks and opportunities

IRRBBInterest Rate Risk in the Banking Book

ISDA International Swaps and Derivatives

Association

ITInformation technology

IW&I UKInvestec Wealth & Investment Limited

IW&IIInvestec Wealth & Investment International

Group

JSEJohannesburg Stock Exchange

LCRLiquidity Coverage ratio

LGDLoss given default

LHSLeft-hand side

LIBOR London Inter-bank Offered Rate

LSELondon Stock Exchange

LTIPLong-term incentive plan

LTVLoan-to-value

MLROMoney Laundering Reporting Officer

395

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  | GLOSSARY |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| GLOSSARY  CONTINUED | | | | | |

MRELMinimum Requirements for Own Funds

and Eligible Liabilities

MRMModel Risk Management

MRTMaterial Risk Taker

NACENomenclature of Economic Activities

in the European Community

NCINon-controlling interests

NEDNon-Executive Director

NSFRNet Stable Funding ratio

NSXNamibian Stock Exchange

NZBANet-Zero Banking Alliance

OECDOrganisation for Economic Co-operation

and Development

OTC Over the counter

P&OPeople and Organisation

PBAFPartnership for Biodiversity Accounting

Financials

PCAF Partnership for Carbon Accounting

Financials

PD Probability of default

PDMRPersons Discharging Managerial

Responsibilities

PRAPrudential Regulation Authority

PRISMProbability Risk and Impact System

PSRPayment Systems Regulator

R&CFRisk and Control Forum

RAFResolvability Assessment Framework

RHSRight-hand side

ROURight-of-use asset

RWARisk weighted asset

RFRRisk-free rate

SAFSustainable aviation fuel

SBTi Science Based Targets initiative

SDGsSustainable Development Goals

SICRSignificant increase in credit risk

SMCRSenior Management and Certification

Regime

SME Small and Medium-sized Enterprises

SMFSenior management function

SPPISolely payments of principal and interest

SREPSupervisory Review and Evaluation

Process

sVaRStressed VaR

TCFDTask Force on Climate-related Financial

Disclosures

TFSMEBank of England Term Funding Scheme for

Small and Medium Enterprises

TCSTechnical Screening Criteria

UNUnited Nations

UN SDGsUnited Nations Sustainable Development

Goals

UK United Kingdom

USAUnited States of America

VaR Value at Risk

VRVariable Remuneration

W&IWealth & Investment

396

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  | CREDIT RATINGS |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CREDIT RATINGS | | | | | |

In terms of our DLC structure, creditors

are ring-fenced to either Investec Limited

or Investec plc as there are no cross-

guarantees between the companies.

Capital and liquidity are prohibited from

flowing between the two entities and

thus capital and liquidity are not fungible.

As a result, the rating agencies have

assigned separate ratings to the

significant banking entities within the

Investec group, namely IBP and Investec

Bank Limited (IBL). Certain rating

agencies have also assigned ratings to

the holding companies, namely, Investec

plc and Investec Limited.

On 23 August 2024, Moody's affirmed

IBP's long-term deposit rating at A1 and

Investec plc’s rating at Baa1. The outlook

for Investec plc was changed to positive

from stable. IBP’s rating outlook was

affirmed as stable.

On 20 September 2024, Fitch upgraded

IBP’s long-term Issuer Default Rating

(IDR) from BBB+ (stable outlook) to A-

(stable outlook).

Our ratings at 19 June 2025 were as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Rating agency | Investec plc | IBP  A subsidiary  of Investec plc |
| Fitch |  |  |
| Long-term ratings |  | A- |
| Short-term ratings |  | F2 |
| Outlook |  | Stable |
| Moody’s |  |  |
| Long-term ratings | Baa1 | A1 |
| Short-term ratings | P-2 | P-1 |
| Outlook | Positive | Stable |

|  |  |
| --- | --- |
|  |  |
|  | [Further information on Investec's credit ratings may be](https://www.investec.com/en_za/welcome-to-investec/about-us/investor-relations/investor-centre.html)  [found on our website.](https://www.investec.com/en_za/welcome-to-investec/about-us/investor-relations/investor-centre.html) |

397

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  | CORPORATE INFORMATION |  |  | Investec Bank plc Annual Financial Statements  2025 |
|  |  |  |  |  |  |
| CORPORATE INFORMATION | | | | | |

#### Investec Bank plc

Secretary and registered office

David Miller

30 Gresham Street

London EC2V 7QP

United Kingdom

Telephone(44) 20 7597 4000

Website

www.investec.com

Registration number

Registered in England

Registration number 489604

Auditors

Deloitte LLP

Directors as at 19 June 2025

Executive Directors

Ruth Leas

Kevin McKenna

Fani Titi

Marlé van der Walt

Non-Executive Directors

Vivek Ahuja

Henrietta Baldock

David Germain

John Reizenstein

Paul Seward

Lesley Watkins

|  |  |
| --- | --- |
|  |  |
| For queries regarding information in this document | |
| Investor Relations | |
| Telephone | (44) 20 7597 5504 |
| Email | <investorrelations@investec.com> |
| Website | www.investec.com/en\_gb/welcome-to-investec/about-us/  investor-relations.html |

![]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
| investec.com |  | Studio 5 imprint.png |

#### Independent auditor’s reasonable Assurance Report to the Members of Investec Bank

#### plc on the compliance of the Electronic Format Annual Financial Report with Financial

#### Conduct



#### Authority



#### (FCA)



#### Disclosure



#### Guidance

  and

#### Transparency



#### Rule



#### (DTR)



#### 4.1.15R-DTR

4.1.18R

#### Report

 on

#### compliance



#### with

  the

#### requirements

  for

#### iXBRL mark

  up  (‘tagging’) of

#### consolidated



#### financial

#### statements included in the Electronic Format Annual Financial Report

#### We have undertaken a reasonable assurance engagement on the iXBRL mark up of consolidated

#### financial



#### statements

 for  the

#### year



#### ended 31



#### March

 2025  of

#### Investec



#### Bank



#### plc

  (the

#### “company”) included

#### in the Electronic Format Annual Financial Report prepared by the company.

#### Our



#### assurance



#### conclusion

#### Based

 on

#### our



#### procedures



#### described

 in

#### this

 report,  and

#### evidence

 we

#### have

 obtained,  in

#### our

 opinion, the

consolidated financial statements for the year ended 31 March 2025 of the company included in the

#### Electronic



#### Format



#### Annual



#### Financial

 Report,

#### are



#### marked

 up,  in

#### all



#### material

 respects, in

#### compliance



#### with

#### DTR 4.1.15R-DTR 4.1.18R.

#### Scope

 of

#### our

#### work

#### Investec



#### Bank



#### plc



#### has



#### engaged

 us  to

#### conduct

  an

#### independent



#### reasonable



#### assurance



#### engagement

 in

#### accordance with International Standard on Assurance Engagements (UK) 3000, Assurance

#### Engagements



#### Other t|han



#### Audits



#### or Reviews



#### of Historical



#### Financial



#### Information



#### (“ISAE (UK)

#### 3000”) issued

  by the

#### Financial



#### Reporting

 Council, to

#### express

 an

#### opinion

 on

#### whether

 the

#### iXBRL

#### mark

 up

#### of consolidated



#### financial



#### statements



#### complies

 in

#### all



#### material



#### respects



#### with



#### DTR

 4.1.15R-

#### DTR



#### 4.1.18R based on the evidence we have obtained.

#### Directors’



#### responsibilities

#### The



#### directors



#### are



#### responsible

 for

#### preparing

 the

#### Electronic



#### Format



#### Annual



#### Financial



#### Report

 in

compliance with DTR 4.1.15R-DTR 4.1.18R. This responsibility includes:

•

#### The



#### selection

 and

#### application

 of

#### appropriate



#### iXBRL



#### tags



#### using



#### judgement



#### where



#### necessary.

•

#### Ensuring



#### consistency



#### between



#### digitised



#### information

  and the

#### consolidated



#### financial



#### statements

#### presented in human-readable format.

•

#### The

 design, implementation, and

#### maintenance

 of

#### internal



#### control



#### relevant

 to the

#### application

 of

#### DTR 4.1.15R-DTR 4.1.18R.

#### Our



#### responsibilities

We

#### are



#### responsible

 for:

•

#### Planning

  and

#### performing



#### procedures

 to

#### obtain



#### sufficient



#### appropriate



#### evidence

 in

#### order

 to

#### express

#### an independent reasonable assurance conclusion on the iXBRL mark up.

•

#### Reporting



#### our



#### conclusion

 in the

#### form

 of an

#### independent



#### reasonable



#### Assurance



#### Report

 to the

#### Members.

#### Our



#### independence

  and

#### competence

In

#### conducting



#### our

 engagement,   we

#### complied



#### with

  the

#### independence



#### requirements

  of  the

#### FRC’s

Ethical Standard and the ICAEW Code of Ethics. The ICAEW Code is founded on fundamental

principles of integrity, objectivity, professional competence and due care, confidentiality and

#### professional behaviour.

We

#### applied

  the

#### International



#### Standard

 on

#### Quality



#### Management

  (UK)   1

#### (“ISQM

  (UK)  1”),

#### issued

  by the

Financial Reporting Council. Accordingly, we maintained a comprehensive system of quality

#### management including documented policies and procedures regarding compliance with ethical

#### requirements, professional standards and applicable legal and regulatory requirements.

#### Key



#### procedures

#### performed

#### A reasonable assurance engagement in accordance with ISAE (UK) 3000 involves performing

procedures to

#### obtain reasonable assurance about the compliance of the mark-up of the consolidated

financial statements with the DTR 4.1.15R-DTR 4.1.18R. The nature, timing and extent of procedures

#### selected were based on our professional judgement, including the assessment



#### of the risks of material

#### departures



#### from

 the

#### requirements



#### set



#### out

 in

#### DTR



#### 4.1.15R-DTR

  4.1.18R,

#### whether



#### due

 to

#### fraud

 or

#### error.

Our reasonable assurance engagement consisted primarily of:

•

#### obtaining

 an

#### understanding

 of the

#### iXBRL



#### mark

 up process,

#### including



#### internal



#### control



#### over

 the

mark up process relevant to the engagement;

•

#### reconciling

 the

#### marked

 up

#### data



#### with

 the

#### audited



#### consolidated



#### financial



#### statements

  of  the

#### company



#### dated

 19

#### June

 2025;

•

#### evaluating

 the

#### appropriateness

 of  the

#### company’s



#### mark

 up of the

#### consolidated



#### financial

statements using the iXBRL mark-up language;

•

#### evaluating

 the

#### appropriateness

 of the

#### company’s

 use of

#### iXBRL



#### elements



#### selected



#### from a

#### generally



#### accepted



#### taxonomy

 and the

#### creation

 of

#### extension



#### elements



#### where

 no

#### suitable

element in the generally accepted taxonomy has been identified; and

•

#### evaluating

 the

#### use

 of

#### anchoring

 in

#### relation

  to the

#### extension



#### elements.

#### In this report we do not express an audit opinion, review conclusion or any other assurance

conclusion on the consolidated financial statements. Our audit opinion relating to the consolidated

#### financial



#### statements

 of the

#### company

 for the

#### year



#### ended

 30

#### March

 2025 is

#### set



#### out

 in

#### our



#### Independent

#### Auditor’s Report dated 19 June 2025.

#### Use

 of

#### our



#### report

#### This



#### report

 is

#### made



#### solely

 to the

#### company’s

 members, as a body, in

#### accordance



#### with



#### ISAE

 (UK) 3000

and

#### our agreed



#### terms

 of engagement. Our work

#### has



#### been



#### undertaken

 so

#### that

 we

#### might

 state to the

#### company those matters we have agreed to state to them in this report and for no other purpose.

#### Without assuming or accepting any responsibility or liability in respect of this report to any party

#### other than the company and the company’s members, we acknowledge that the company may

#### choose to make this report publicly available for others wishing to have access to it, which does not

and

#### will



#### not



#### affect

 or

#### extend

 for

#### any



#### purpose

 or on

#### any



#### basis



#### our



#### responsibilities.

 To the

#### fullest



#### extent

#### permitted

  by   law,   we   do

#### not



#### accept

 or

#### assume



#### responsibility

 to

#### anyone



#### other



#### than

  the

#### company

  and

#### the company’s members as a body, for our work, for this report, or for the conclusions we have

#### formed.

#### Tom

  Millar,

#### ACA

  (Senior

#### statutory



#### auditor)

#### For and on behalf of Deloitte LLP

Statutory Auditor

London,

#### United



#### Kingdom

#### 19 June 2025