Bond Southern Africa 5.65% ( US836205AX27 ) in USD

Southern Africa

82.91 % ▲

South Africa

US836205AX27 ( in USD )

5.65% per year ( payment 2 times a year)

26/09/2047

Prospectus brochure of the bond South Africa US836205AX27 en USD 5.65%, maturity 26/09/2047

836205AX2

27/03/2026 ( In 101 days )

South Africa is a diverse country located at the southern tip of Africa, renowned for its stunning landscapes, rich biodiversity, vibrant culture, and complex history encompassing colonialism, apartheid, and a subsequent transition to democracy.

The Bond issued by Southern Africa ( South Africa ) , in USD, with the ISIN code US836205AX27, pays a coupon of 5.65% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/09/2047

424B5 1 a17-22132_1424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-216978

PROSPECTUS SUPPLEMENT
(to Prospectus dated March 28, 2017)

REPUBLIC OF SOUTH AFRICA

U.S.$1,000,000,000 4.850% Notes due 2027
U.S.$1,500,000,000 5.650% Notes due 2047

The U.S.$1,000,000,000 4.850% Notes due September 27, 2027 (the "2027 Notes") bear interest at the rate of 4.850% per year, accruing from
September 27, 2017 and the U.S.$1,500,000,000 5.650% Notes due September 27, 2047 (the "2047 Notes" and, together with the 2027 Notes, the
"Notes") bear interest at the rate of 5.650% per year, accruing from September 27, 2017. Interest on the Notes is payable on March 27 and
September 27 of each year, commencing March 27, 2018. The 2027 Notes mature on September 27, 2027 and the 2047 Notes mature on September
27, 2047. The Notes are not redeemable prior to maturity.

Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF"), as
competent authority under Directive 2003/71/EC, as amended (the "Prospectus Directive") and the Luxembourg Act dated July 10, 2005 on
prospectuses for securities, as amended (the "Prospectus Act 2005"), to approve this prospectus supplement (the "Prospectus Supplement"), together
with the accompanying prospectus dated March 28, 2017 (the "Prospectus"), as a prospectus for the purposes of the Prospectus Directive. By
approving this Prospectus Supplement and the accompanying Prospectus, the CSSF gives no undertaking as to the economic and financial soundness
of the transaction or the quality or solvency of the Republic of South Africa in accordance with article 7(7) of the Prospectus Act 2005.

Currently there is no public market for the Notes. Application has been made to admit the Notes to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the regulated market "Marché réglementé" of the Luxembourg Stock Exchange, Bourse de
Luxembourg (which is a regulated market for the purpose of the Market and Financial Instruments Directive 2004/39/EC).

The Notes will contain provisions regarding ranking and future modifications to their terms that differ from those applicable to South Africa's
outstanding external debt issued prior to April 6, 2016. The Notes will be designated Aggregated Collective Action Securities and, as such, will
contain provisions regarding future modifications, which are described beginning on page 15 of the accompanying Prospectus, under which South
Africa may amend the payment provisions of any series of debt securities (including the Notes) and other reserved matters listed in the fiscal agency
agreement with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount
of the outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed
modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 66 2/3% of the aggregate principal
amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the
aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken individually.

Upon listing and admission to trading of the Notes offered hereunder on the Luxembourg Stock Exchange, copies of this Prospectus
Supplement and the accompanying Prospectus, as well as the documents incorporated by reference herein, may be obtained from the Luxembourg
Stock Exchange website at http://www.bourse.lu.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

A decision to participate or not participate in the offering will involve certain risks. It is important that you read "Risk Factors" beginning on
page S-13 of this Prospectus Supplement and the risks discussed elsewhere in this Prospectus Supplement, the accompanying Prospectus and the
documents we file with the Securities and Exchange Commission (the "SEC").

2027 Notes
2047 Notes

Per Note
Total
Per Note
Total

Public Offering Price(1)
100.000%
U.S.$
1,000,000,000
100.000%
U.S.$
1,500,000,000

Underwriting Discount
0.100%
U.S.$
1,000,000
0.100%
U.S.$
1,500,000

Proceeds, before expenses, to South Africa
99.900%
U.S.$
999,000,000
99.900%
U.S.$
1,498,500,000

(1) Plus accrued interest from September 27, 2017 if settlement occurs after that date.

The Underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company ("DTC") on
September 27, 2017.

The Joint Bookrunners are:
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Citigroup
Deutsche Bank / Nedbank
HSBC

The Co-Lead Manager is:

Absa

The date of this Prospectus Supplement is September 19, 2017

Table of Contents

TABLE OF CONTENTS

Prospectus Supplement

Page
Introduction
S-1
Forward-looking statements
S-4
Overview of the Issuer
S-5
The Offering
S-9
Risk Factors
S-13
Use of Proceeds
S-18
Description of the Notes
S-19
Global Clearance and Settlement
S-24
Taxation
S-27
Underwriting
S-30
Jurisdictional Restrictions
S-32
Legal Matters
S-36
General Information
S-37
Documents Incorporated by Reference
S-39

Base Prospectus

Page
About This Prospectus
3
Forward-Looking Statements
3
Incorporation of certain documents by reference
3
Use of Proceeds
4
Description of Debt Securities
4
Description of Warrants
20
Plan of Distribution
21
Official Statements
22
Validity of the Securities
22
Authorized Representative
22
Further Information
22

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INTRODUCTION

This Prospectus Supplement supplements the accompanying Prospectus relating to the debt securities and warrants of the Government of the
Republic of South Africa (the "National Government," the "South African Government," the "Republic" or "South Africa," unless references to the
"Republic" or "South Africa," within any particular context, clearly indicate a reference to the sovereign state of the Republic of South Africa). You
should read this Prospectus Supplement along with the accompanying Prospectus, which together constitute a prospectus within the meaning of
article 5.3 of the Prospectus Directive. Both documents contain information you should consider when making your investment decision. Certain
other documents are incorporated by reference into this Prospectus Supplement and the accompanying Prospectus. Please see "Documents
Incorporated by Reference" in this Prospectus Supplement and "Incorporation of Certain Documents by Reference" in the accompanying Prospectus.
In case of an inconsistency between information provided in this Prospectus Supplement and the accompanying Prospectus, the statements in this
Prospectus Supplement will prevail. Upon listing and admission to trading of the Notes offered hereunder on the Luxembourg Stock Exchange,
copies of this Prospectus Supplement and the accompanying Prospectus, as well as the documents incorporated by reference herein, may be obtained
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from the Luxembourg Stock Exchange website at http://www.bourse.lu.

No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in
this Prospectus Supplement and the accompanying Prospectus and, if given or made, such information or representations must not be relied upon as
having been authorized by the Republic, Citigroup Global Markets Inc., Deutsche Bank AG, London Branch, HSBC Bank plc, Nedbank Ltd or Absa
Bank Ltd (the "Underwriters"). This Prospectus Supplement and the accompanying Prospectus do not constitute an offer to buy or a solicitation of
an offer to sell any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither
the delivery of this Prospectus Supplement and the accompanying Prospectus nor any exchange, purchase or sale made hereunder shall, under any
circumstances, create any implication that the information in this Prospectus Supplement and the accompanying Prospectus is correct as of any time
subsequent to the date hereof or that there has been no change in the affairs of the Republic since such date.

The Republic accepts responsibility for the information it has provided in this Prospectus Supplement and the accompanying Prospectus and,
after having taken all reasonable care and to the best of its knowledge, confirms that:

·
the information contained in this Prospectus Supplement and the accompanying Prospectus is true and correct in all material respects and

is not misleading; and

·
it has not omitted other facts the omission of which makes this Prospectus Supplement and the accompanying Prospectus as a whole

misleading.

The Notes are debt securities of the Republic, which are being offered under the Republic's registration statement no. 333-216978 filed with
the SEC under the U.S. Securities Act of 1933, as amended (the "Securities Act"). This Prospectus Supplement and the accompanying Prospectus
are part of the registration statement. The accompanying Prospectus provides you with a general description of the securities that the Republic may
offer, and this Prospectus Supplement contains specific information about the terms of the Notes. This Prospectus Supplement also adds, updates or
changes information provided or incorporated by reference in the accompanying Prospectus. Consequently, before you decide to participate in the
offering, you should read this Prospectus Supplement together with the accompanying Prospectus as well as the documents incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus.

None of this Prospectus Supplement, the accompanying Prospectus nor any document incorporated by reference are intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by any of South Africa or the Underwriters that any
recipient of this Prospectus Supplement, the accompanying Prospectus or any document incorporated by reference should purchase Notes.

You must comply with all laws that apply to you in any place in which you possess this Prospectus Supplement and the accompanying
Prospectus. You must also obtain any consents or approvals that you need in order to purchase Notes. Neither the Republic nor the Underwriters is
responsible for your compliance with

S-1
Table of Contents

these legal requirements. It is important that you read "Jurisdictional Restrictions" beginning on page S-32 of this Prospectus Supplement.

The Republic has prepared the offering and is solely responsible for its contents. You are responsible for making your own examination of the
Republic and your own assessment of the merits and risks of purchasing Notes pursuant to the offering. By purchasing Notes, you will be deemed to
have acknowledged that:

·
you have reviewed the offering;

·
you have had an opportunity to request and review any additional information that you may need; and

·
the Underwriters are not responsible for, and are not making any representation to you concerning, the accuracy or completeness of the

offering.

The Republic and the Underwriters are not providing you with any legal, business, tax or other advice in the offering. You should consult with
your own advisers as needed to assist you in making your investment decision and to advise you whether you are legally permitted to purchase
Notes.

As used in this Prospectus Supplement, "business day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which
banking institutions or trust companies are authorized or obligated by law to close in New York City or London.

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In this Prospectus Supplement, all amounts are expressed in South African Rand ("R," "Rand" or "rand") or U.S. dollars ("U.S.$," "$" or
"dollars"), except as otherwise specified.

The Republic's fiscal year begins on April 1 and ends on March 31. Economic data presented in this Prospectus Supplement is presented on a
calendar year basis unless reference is made to the relevant fiscal year or the fiscal year is otherwise indicated by the context.

Unless otherwise indicated, references to gross domestic product ("GDP") are to real GDP, calculated using constant prices in order to adjust
for inflation (with 2010 as a base year), and percentage changes in GDP refer to changes as compared to the previous year or the same quarter of the
previous year, unless otherwise indicated.

This Prospectus Supplement, the accompanying Prospectus and the documents incorporated by reference herein contain annualised
information, including GDP growth rates. Annualised information is presented for comparative purposes only and is not necessarily indicative of
full year performance. Accordingly, South Africa cautions you not to place undue reliance on annualised information because full year performance
may differ materially from the annualised information.

The South African Government is a foreign sovereign government. Consequently, it may be difficult for investors to obtain or realize upon
judgments of courts in the United States against the South African Government. The South African Government will irrevocably submit to the
jurisdiction of the Federal and State courts in The City of New York, and will irrevocably waive any immunity from the jurisdiction (including
sovereign immunity but not any immunity from execution or attachment or process in the nature thereof) of such courts and any objection to venue,
in connection with any action arising out of or based upon the Notes brought by any holder of Notes. The South African Government reserves the
right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 (the "Immunities Act") with respect to actions brought
against it under United States federal securities laws or any state securities laws. In the absence of a waiver of immunity by the South African
Government with respect to such actions, it would not be possible to obtain a U.S. judgment in such an action against the South African Government
unless a court were to determine that the South African Government is not entitled under the Immunities Act to sovereign immunity with respect to
such action. Enforceability in South Africa of final judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the
United States federal securities laws is subject, among other things, to the absence of a conflicting judgment by a South African court or of an action
pending in South Africa among the same parties and arising from the same facts and circumstances and to the South African courts' determination
that the U.S. courts had jurisdiction, that process was appropriately served on the defendant and that enforcement would not violate South African
public policy. In general, the enforceability in South Africa of final judgments of U.S. courts obtained other than by default would not

S-2
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require retrial in South Africa. In original actions brought before South African courts, there is uncertainty as to the enforceability of liabilities based
on United States federal securities laws. The South African courts may enter and enforce judgments in foreign currencies. See "Description of Debt
Securities--Governing Law; Consent to Service" in the accompanying Prospectus.

In connection with the issue of the Notes, the Underwriters or any person acting for the Underwriters may over-allot or (provided that the
aggregate principal amount of Notes allotted does not exceed 105% of the aggregate principal amount of the Notes) effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilization may not necessarily
occur. Any stabilizing action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if
begun, may cease at any time, but it must end at no later than the earlier of 30 days after the issue of the Notes and 60 days after the date of allotment
of the Notes.

This Prospectus Supplement and the accompanying Prospectus have been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Republic nor the
Underwriters or any person who controls an Underwriter or any director, officer, employee or agent of the Underwriters or any affiliate of such
person will accept any liability or responsibility whatsoever in respect of any difference between this Prospectus Supplement and the accompanying
Prospectus distributed to you in electronic format and this Prospectus Supplement and the accompanying Prospectus in their original form.

The distribution of this Prospectus Supplement and the accompanying Prospectus and the offering of the Notes in certain jurisdictions
is restricted by law. Persons who acquire this Prospectus Supplement and the accompanying Prospectus are required by the Republic and
the Underwriters to inform themselves about, and to observe, any such restrictions. See "Jurisdictional Restrictions" in this Prospectus
Supplement.

We expect that delivery of the Notes will be made on the date specified on the cover page of this Prospectus Supplement, which will be
the seventh business day following the date of this Prospectus Supplement. Under Rule 15c6-1 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), trades in the secondary market generally are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, the purchasers who wish to trade the Notes on the date of this Prospectus
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Supplement or the next five succeeding business days will be required to specify an alternate settlement cycle at the time of any such trade
to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of this Prospectus Supplement or the next five
succeeding business days should consult their own adviser.

S-3
Table of Contents

FORWARD-LOOKING STATEMENTS

This Prospectus Supplement and the accompanying Prospectus contain certain forward-looking statements within the meaning of Section 27A
of the Securities Act. Statements that are not historical facts, including statements with respect to certain of the current expectations, plans and
objectives of South Africa and the economic, monetary and financial conditions of the Republic, are forward-looking in nature. These statements
may be made expressly in this Prospectus Supplement or may be in other documents. South Africa refers you to or has filed with the SEC. You can
find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," or similar expressions used in this
Prospectus Supplement or documents to which South Africa refers you.

These forward-looking statements are subject to numerous assumptions, risks, and uncertainties that may cause South Africa's actual results to
be materially different from any future results expressed or implied by the Republic in those statements. The risks and uncertainties include those
risks, uncertainties, and risk factors identified, among other places, under "Risk Factors" below and the risks discussed elsewhere in this Prospectus
Supplement, the accompanying Prospectus and the documents we file with the SEC. Such factors include, but are not limited to:

·
external factors, such as interest rates in financial markets outside South Africa and social and economic conditions in South Africa's

neighbors and major export markets; and

·
internal factors, such as general economic and business conditions in South Africa, present and future exchange rates of the Rand, foreign

currency reserves, the ability of the South African Government to enact key reforms, the level of domestic debt, domestic inflation, the
level of foreign direct and portfolio investment and the level of South African domestic interest rates.

Because these statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the
forward-looking statements. South Africa cautions you not to place undue reliance on those statements, which speak only as of the date of this
Prospectus Supplement or, in the case of documents South Africa refers you to or incorporates by reference, the date of such documents.

The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral
forward-looking statements that the Republic or persons acting on its behalf may issue. South Africa does not undertake any obligation to review or
confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances
after the date of this Prospectus Supplement or to reflect the occurrence of unanticipated events.

S-4
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OVERVIEW OF THE ISSUER

This Prospectus Supplement and the accompanying Prospectus contain information that should be read carefully before any decision is made
with respect to the offering. Any decision to invest in the Notes by an investor should be based on consideration of this Prospectus Supplement and
the accompanying Prospectus as a whole. You should read this entire Prospectus Supplement and the accompanying Prospectus carefully. The
following overview is qualified in its entirety by reference to, and should be read in connection with, the information appearing elsewhere or
incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. Each of the capitalized terms used in this overview
and not defined herein has the meaning set forth elsewhere in this Prospectus Supplement.

This section provides information that supplements the information about South Africa that is included in South Africa's Annual Report on
Form 18-K, which was filed with the SEC on December 5, 2016 (as amended , the "Annual Report"). To the extent that the information in this
section differs from the information contained in South Africa's Annual Report, you should rely on the information in this section.

On February 22, 2017, the National Treasury released the Budget Review 2017 (the "2017 Budget Review"), on June 20, 2017 the South
African Reserve Bank released its June 2017 Quarterly Bulletin (the "June Quarterly Bulletin") and on September 14, 2017 the South African
Reserve Bank released its September 2017 Quarterly Bulletin (the "September Quarterly Bulletin". South Africa filed the 2017 Budget Review and
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the June Quarterly Bulletin with the SEC on July 26, 2017 under cover of Form 18-K/A ("Amendment No. 1"), which is incorporated by reference
into this Prospectus Supplement and the accompanying Prospectus. South Africa filed the September Quarterly Bulletin with the SEC on
September 19, 2017, under cover of Form 18-K/A ("Amendment No. 2"), which is incorporated by reference into this Prospectus Supplement and
the accompanying Prospectus. You should read the 2017 Budget Review, the June Quarterly Bulletin and the September Quarterly Bulletin
together with the additional information therein in conjunction with the other information appearing elsewhere in this Prospectus Supplement and
the accompanying Prospectus.

The Issuer

South Africa has been an established constitutional democracy since 1994, when it held its first fully democratic national elections. South
Africa has the most developed economy in Sub-Saharan Africa in terms of total GDP, and accounted for almost 21% of the aggregate GDP of
Sub-Saharan Africa during 2016 (source: IMF, World Economic Outlook Database, April 2017). The South African economy is diverse and
supported by a well-developed legal system and a sophisticated financial system.

Following the financial crisis, which induced a 1.5% contraction in real GDP growth in 2009, GDP growth rebounded to rates above 3% in
2010 and 2011. Growth subsequently declined to 1.6% in 2014, 1.3% in 2015 and 0.3% in 2016 as a result of lower commodity prices, higher
borrowing costs, diminished business and consumer confidence, and drought. However, in the second quarter of 2017, GDP grew at an annualised
rate of 2.5% following two successive quarters of contraction, primarily reflecting a turnaround in the real output of both the secondary and the
tertiary sectors. The growth in real output of the secondary sector in the second quarter of 2017 largely reflected an increase in the real gross value
added by the manufacturing sector following three consecutive quarters of contraction. However, confidence among manufacturers remains low
despite the increase in output. Growth in the output of the sector supplying electricity, gas and water also increased in the second quarter of 2017,
underpinned by increased mining and manufacturing output. The gross value added by the construction sector contracted further, consistent with
weak building and civil construction confidence. The growth in the real output of the tertiary sector in the second quarter of 2017 resulted largely
from increased real economic activity in the commerce and finance sectors. Growth in real retail trade sales underpinned the turnaround in the
commerce sector while output growth in the finance sector was boosted by increased commercial banking activity and trading activity in the equity
market. Real output growth in the transport sector also increased in the second quarter of 2017 due to increased activity in land transport. By
contrast, the real gross value added by the general government subsector contracted further.

Since the end of the 2008-2009 recession, the labor market recovery has been sluggish. From March 2010 to June 2017, the number of
unemployed persons grew by 1.02 million to a total of approximately 5.63 million.

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Since the end of 2010, the trough of the employment downturn, to June 30, 2017 the labor force has grown by 22.0%. The labor force
participation rate increased by 4.9% to 59.9% over the same period. Over 40% of the population are not economically active. The official (narrow)
unemployment rate increased from 23.9% in December 2010 to 27.7% in June 2017, while the broad unemployment rate (which includes
discouraged workers) has increased to approximately 36.6%.(1) The youth unemployment rate rose to 55.9% in the three months ended June 30,
2017, up from 53.7% a year earlier.

In 2016, consumer price index (CPI) inflation was 6.4%, breaching the inflation target of the South African Reserve Bank (SARB) of 3 to
6%, as compared to an inflation rate of 4.6% in 2015 and 6.1% in 2014. Domestic inflationary pressures eased somewhat in the first quarter of
2017, slowing down from a peak of 6.8% in December 2017 to 5.1% in June 2017 as a result of a decrease in price inflation for transportation,
recreation and culture, clothing and footwear and restaurants and hotels. The SARB expects that inflation will average 5.3% in 2017.

Recent Developments

On October 10, 2016, the Supreme Court of Appeal ("SCA") decided to hear oral arguments from President Jacob Zuma's legal team about
the need to appeal a North Gauteng High Court ruling that a 2009 decision by former national director of public prosecutions, Mokotedi Mpshe, to
drop the 783 corruption charges against President Jacob Zuma was irrational. In April 2017, the SCA acceded to the Democratic Alliance's request
to consolidate the arguments from both the National Prosecuting Authority and President Jacob Zuma into a single hearing. The case was heard on
September 14, 2017.

On August 8, 2017, a motion of no confidence in President Jacob Zuma was brought before Parliament. The motion was defeated with 198
votes against, 177 for and nine abstentions.

(1) Starting in January 2015, employment estimates are based on a new master sample affecting comparability with previous periods.
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The following table sets forth growth in real gross value added by sector for the periods indicated.

Percentage Growth in Real Gross Value Added by Sector
(at constant 2010 prices)

For the year ended
For the six months ended
December 31, 2016
June 30, 2017

Contribution
Contribution
to GDP
Share in
to GDP
Share in
Growth
Growth
GDP
Growth
Growth
GDP

Agriculture, forestry and fishing
-7.8
-0.2
2.4
21.2
0.7
3.2

Mining and quarrying
-4.7
-0.4
7.9
4.3
0.3
7.5

Manufacturing
0.7
0.1
13.3
-1.5
0.2
12.8

Electricity, gas and water
-3.5
-0.1
3.7
-0.5
0.2
4.0

Construction
0.7
--
4.0
0.3
--
4.1

Wholesale and retail trade, catering and
accommodation
1.2
0.2
15.2
-1.1
0.1
14.9

Transport, storage and communication
0.4
--
10.0
1.3
0.2
9.8

Finance, insurance, real estate and business
services
1.9
0.4
20.2
1.0
0.5
20.4

General government services
1.4
0.2
17.5
0.4
-0.1
17.6

Personal services
1.2
0.1
5.8
0.8
0.1
5.8

Sources: South African National Treasury and Stats SA.

The following table summarizes the National Government debt as of the dates indicated in each of the years ended March 31, 2013 through
2017.

As of March 31,

2013
2014
2015
2016
2017

Rand (million) except percentages

Government bonds
1,038,849
1,217,512
1,399,282
1,572,574
1,727,085

Treasury bills
171,985
192,206
202,217
209,468
250,468

Marketable internal debt
1,210,834
1,409,718
1,601,499
1,782,042
1,977,553

Non-marketable internal debt
30,300
31,381
30,586
37,322
38,171

Total internal debt
1,241,134
1,441,099
1,632,085
1,819,364
2,015,724

Total external debt(1)
124,555
143,659
166,830
199,607
221,934

Total gross loan debt
1,365,689
1,584,758
1,798,915
2,018,971
2,237,658

Cash balances(2)
(184,082)
(205,304)
(214,709)
(214,333)
231,411

Total net loan debt(3)
1,181,607
1,379,454
1,584,207
1,804,638
2,006,247

GFECRA(4)
(125,552)
(177,913)
(203,396)
(304,653)
241,514

As percentages of nominal GDP:

Net loan debt
35.6%
38.1%
41.0%
44.2%
45.5%

External debt
3.7%
4.0%
4.3%
4.9%
5.0%

As percentage of gross loan debt:

External debt
9.1%
9.1%
9.3%
9.9%
9.9%

Notes:
(1) Valued using the applicable foreign exchange rates as at the end of each period.

(2) This represents surplus cash of the National Revenue Fund on deposit at the commercial banks and the SARB. Bank balances in foreign

currencies are revaluated using the applicable exchange rates as at the end of each period.
(3) The total net loan debt is calculated with due account of the bank balances of the National Revenue Fund (balances of the National

Government's accounts with the SARB and with commercial banks).
(4) Represents the balance on the GFECRA. A negative balance indicates a profit and a positive balance reflects a loss.

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Sources: South African National Treasury and SARB.

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The following table sets forth, for the periods indicated, the Current Account as a percentage of nominal GDP.

As of December 31,

Percentage of GDP
2012
2013
2014
2015
2016

Total current account (saar values)
-5.0
-5.8
-5.4
-4.4
-3.3

Trade balance
-1.0
-1.9
-1.8
-0.9
0.3

Net services, income and transfer receipts
-4.0
-3.8
-3.6
-3.5
-3.6

Net service receipts
-0.3
-0.3
-0.1
-0.2
-0.2

Net income receipts
-2.7
-2.6
-2.7
-2.5
-2.8

Net dividend payments
-1.7
-1.4
-1.4
-1.2
-1.3

Net transfer payments (mainly SACU(1))
-1.0
-0.9
-0.9
-0.8
-0.6

Current account excluding SACU transfers(2)
-4.0
-4.9
-4.5
-3.6
-2.3

Notes:
(1) SACU refers to the Southern African Customs Union

(2) Excluding net transfer payments.

Source: South African Reserve Bank.

The following table sets forth, for the periods indicated, the exchange rate of the Rand per U.S. Dollar.

Rand
(against the U.S. Dollar)

Period
Low
High
Average
End

Year

2009
7.2439
10.5948
8.4372
7.3721

2010
6.6224
7.9704
7.3222
6.6224

2011
6.5962
8.5423
7.2531
8.1319

2012
7.4777
8.9432
8.2099
8.4838

2013
8.4478
10.4849
9.6502
10.4675

2014
10.2815
11.7415
10.8444
11.5719

2015
11.2955
15.5742
12.7507
15.5742

2016
13.2747
16.8927
14.7088
13.6282

January 2017
13.2268
13.7373
13.5629
13.5219

February 2017
12.9128
13.4933
13.1955
13.0141

March 2017
12.3576
13.4599
12.9382
13.4599

April 2017
12.9132
13.9065
13.4662
13.3066

May 2017
12.9086
13.6653
13.2679
13.0941

June 2017
12.7054
13.1058
12.8967
13.0817

July 2017
12.9136
13.5996
13.1379
13.0480

August 2017
13.0274
13.4937
13.2309
13.0274

September 2017 (through September 13, 2017)
12.8128
13.0443
12.9567
13.1300

Source: South African Reserve Bank.

On September 13, 2017, the exchange rate was R13.0443 per U.S. dollar.

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THE OFFERING

Issuer:
Republic of South Africa.

Securities Offered:
U.S.$1,000,000,000 4.850% Notes due 2027.
U.S.$1,500,000,000 5.650% Notes due 2047.

Maturity Date:
The 2027 Notes will mature on September 27, 2027.
The 2047 Notes will mature on September 27, 2047.

Aggregate Principal Amount:
U.S.$1,000,000,000 for the 2027 Notes.
U.S.$1,500,000,000 for the 2047 Notes.

Issue Price:
100.000% of the principal amount of the 2027 Notes, plus accrued interest, if any, from
September 27, 2017.
100.000% of the principal amount of the 2047 Notes, plus accrued interest, if any, from
September 27, 2017.

Issue Date:
September 27, 2017.

Interest Rate:
4.850% per annum for the 2027 Notes.
5.650% per annum for the 2047 Notes.

Current Yield:
4.850% as at the Issue Date for the 2027 Notes.
5.650% as at the Issue Date for the 2047 Notes.

Interest Calculations:
Interest payable on a particular interest payment date will be calculated on the basis of a
360-day year consisting of twelve 30-day months.

Interest Payment Dates:
March 27 and September 27 of each year, commencing March 27, 2018.

Redemption:
The Notes are not subject to redemption prior to maturity. At maturity, the Notes will be
redeemed at par.

ISIN:
US836205AW44 for the 2027 Notes.
US836205AX27 for the 2047 Notes.

CUSIP:
836205AW4 for the 2027 Notes.
836205AX2 for the 2047 Notes.

Common Code:
169067074 for the 2027 Notes.
169067139 for the 2047 Notes.

Status and Ranking:
The Notes will be designated as "equal ranking securities" and, upon issuance, will be
direct, general, unconditional, and unsecured obligations of the Republic and will rank
without any preference among themselves and equally with all other external indebtedness
of the Republic which is expressed or denominated in a currency or currencies other than
South African rand or which is, at the option of the person entitled thereto, payable in a
currency or currencies other than South African rand. It is understood that this provision
shall not

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be construed so as to require the Republic to make payments under the Notes ratably with
payments being made under any other external indebtedness. See "Description of Debt
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Securities--General" and "Description of Debt Securities--Negative Pledge" in the
accompanying Prospectus.

Markets:
The Notes are offered for sale in those jurisdictions where it is legal to make such offers.
See "Underwriting" and "Jurisdictional Restrictions."

Listing and Admission to Trading:
Application has been made to admit the Notes to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the regulated market "Marché
réglementé" of the Luxembourg Stock Exchange, Bourse de Luxembourg.

Denomination and Form:
The Notes will be book-entry securities in fully registered form, without coupons,
registered in the names of investors or their nominees. The Notes will be issued in
denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Clearance and Settlement:
Beneficial interests in the Notes will be shown on, and transfer thereof will be effected
only through, records maintained by DTC and its participants, unless certain contingencies
occur, in which case the Notes will be issued in definitive form. Investors may elect to
hold interests in the Notes through DTC, Euroclear or Clearstream Banking S.A.
(Clearstream, Luxembourg), if they are participants in such systems, or indirectly through
organizations that are participants in such systems.

Luxembourg Listing and Paying
Banque Internationale à Luxembourg, société anonyme.
Agent:

Payment of Principal and Interest:
Principal and interest on the Notes will be payable in U.S. dollars or other legal tender of
the United States of America. As long as the Notes are in the form of a book-entry
security, payments of principal and interest to investors shall be made through the
facilities of the DTC.

See "Description of the Notes--General" and "Global Clearance and Settlement--
Ownership of Notes through DTC, Euroclear and Clearstream, Luxembourg."

Default:
The Notes will contain events of default, the occurrence of which may result in the
acceleration of our obligations under the Notes prior to maturity. See "Description of Debt
Securities--Events of Default" and "--Acceleration of Maturity of the Securities" in the
accompanying Prospectus.

Aggregated Collective Action
The Notes will be designated Aggregated Collective Action Securities under the
Clauses:
Amended and Restated Fiscal Agency Agreement, dated as of February 10, 2017,
between, among others, the Republic and Citibank, N.A., London Branch (the "Fiscal
Agency Agreement"). The Notes will contain provisions regarding

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voting on amendments, modifications, changes and waivers that differ from those
applicable to certain other series of U.S. dollar or Euro denominated debt securities issued
by the Republic prior to April 6, 2016. The provisions described in this Prospectus
Supplement will govern the Notes. These provisions are commonly referred to as
"collective action clauses." Under these provisions, the Republic may amend certain key
terms of the Notes, including the maturity date, interest rate and other payment terms, and
may amend the payment provisions of any series of debt securities (including the Notes)
and other reserved matters listed in the fiscal agency agreement with the consent of the
holders of: (1) with respect to a single series of debt securities, more than 75% of the
aggregate principal amount of the outstanding debt securities of such series; (2) with
respect to two or more series of debt securities, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the outstanding
debt securities of all series affected by the proposed modification, taken in the aggregate;
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Document Outline

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