Barclays PLC — Capital/Financing Update 2014

Oct 1, 2014

FINAL TERMS

Final Terms dated 29 September 2014

BARCLAYS PLC

Issue of €1,000,000,000 1.5 per cent. Notes due 2022 (the "Notes")

under the £60,000,000,000 Debt Issuance Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the Base Prospectus dated 13 August 2014 as supplemented by the supplement dated 8 September 2014 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU (the "2010 PD Amending Directive")) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Notes and must be read in conjunction with such Base Prospectus, as so supplemented.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. However, a summary of the issue of the Notes is annexed to these Final Terms. The Base Prospectus and the supplemental Base Prospectus are and these Final Terms have been published on the website of the Regulatory News Service Exchange Stock at operated by the London http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1.	(i)	Issuer:	Barclays PLC
2.	(i)	Series Number:	215
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes become fungible:	Not Applicable
3.		Specified Currency or Currencies:	Euro (" $\epsilon$ ")
4.		Aggregate Nominal Amount:	€1,000,000,000
5.	Issue Price:		99.525 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof. €1,000
	(i)	Calculation Amount:
7.	(i)	Issue Date:	1 October 2014
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		1 April 2022
9.	Interest Basis:		1.5 per cent. Fixed Rate
			(see paragraph 14 below)
10.	Redemption/Payment Basis:		Subject to any purchase and cancellation or early redemption, the Notes will be redeemed at $\epsilon$ 1,000 the Maturity Date per on Calculation Amount.

	Basis:
12.	Put/Call Options:			Not Applicable
13.	(i)		Status of the Notes:	Senior
	(ii)	obtained:	Date approval for issuance of Notes	30 September 2014
			PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.			Fixed Rate Note Provisions	Applicable
	Rate of Interest: (i)			1.5 per cent. per annum payable annually in arrear on each Interest Payment Date commencing on 1 April 2015 (the "First Interest Payment Date") up to and including the Maturity Date
	(ii)	(A)	Interest Payment Date(s):	1 April in each year
		(B)	Interest Payment Date adjustment (for Renminbi or Hong Kong dollar- denominated Notes):	Not Applicable
	(iii)		Fixed Coupon Amount:	$E15$ per Calculation Amount payable on each Interest Payment Date other than the First Interest Payment Date
	(iv)		Broken Amount(s):	$€7.48$ per Calculation Amount payable on the First Interest Payment Date
	(v)		Day Count Fraction:	Actual/Actual (ICMA)
	(vi)		Party responsible for calculating the amount payable:	The Bank of New York Mellon, London Branch shall be the Agent Bank
15.		Reset Note Provisions		Not Applicable
16.			Floating Rate Note Provisions	Not Applicable
17.			Zero Coupon Note Provisions	Not Applicable
			PROVISIONS RELATING TO REDEMPTION
18.	Call Option			Not Applicable
19.	Put Option			Not Applicable
20.			Final Redemption Amount of each Note	$€1,000$ per Calculation Amount
21.			Early Termination Amount	Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22.	Form of Notes:			Registered Notes:

Change of Interest or Redemption/Payment Not Applicable

$11.$

$-2-$

÷.

$\bar{\mathcal{A}}$

Unrestricted Global Certificate registered in
the name of a nominee for a common
safekeeper for Euroclear and Clearstream, Luxembourg (that is, held under the New
Safekeeping Structure (NSS))

23.	New Global Note:	N٥
24.	Additional Financial Centre(s) or other special Not Applicable provisions relating to payment dates:

• $25.$ Talons for future Coupons to be attached to No Definitive Notes:
• 1. Spot Rate:

$\ddot{\phantom{a}}$

Not Applicable

$\bar{z}$

$\hat{\mathcal{A}}$

÷.

$\bar{z}$

Signed on behalf of Barclays PLC:

W $By:$ Duly authorised ........ N. . . . . . .

70-40583799

$\mathcal{A}$

PART B - OTHER INFORMATION

$\mathbf{1}$ . LISTING

(i) Listing and admission to trading

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange with effect from 1 October 2014.

(ii) Estimated total expenses relating to admission £3,650 to trading:

RATINGS $\overline{2}$ .

Ratings:

The Notes to be issued are expected to be rated:

Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"): A-

Service $1.1d$ Moody's Investors ("Moody's"): A3

Fitch Ratings Limited ("Fitch"): A

Each of Moody's, Standard & Poor's and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of Moody's, Standard & Poor's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER $\overline{3}$ .

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest that is material to the offer.

The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

$4.$ YIELD

Indication of yield:

1.568 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

OPERATIONAL INFORMATION $5₁$

Not Applicable $(i)$ CUSIP Number: $(ii)$ ISIN: XS1116480697 Common Code: 111648069 $(iii)$

(iv)	CINS Code:	Not Applicable
(v)	CMU Instrument Number:	Not Applicable
(vi)	Delivery:	Delivery against payment
(vii)	Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
	TERMS AND CONDITIONS OF THE OFFER
(i)	Offer Price:	Issue Price
(ii)	Conditions to which the offer is subject:	Not Applicable
(iii)	the application Description of process:	Not Applicable
(iv)	Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:	Not Applicable
(v)	Details of the minimum and/or maximum amount of application:	Not Applicable
(vi)	Details of the method and time limits for paying up and delivering the Notes:	Not Applicable
(vii)	Manner in and date on which results of the offer are to be made public:	Not Applicable
(viii)	Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment subscription of rights not exercised:	Not Applicable
(ix)	Categories of potential investors to which the Notes are offered and tranche(s) whether have been reserved for certain countries:	Not Applicable
(x)	notification for Process to applicants of the amount allotted and the indication whether dealing may begin before notification is made:	Not Applicable
(xi)	Amount of any expenses and taxes specifically charged the to subscriber or purchaser:	Not Applicable

$\cdot$

$\,$ .

$\sim$

$6.$

$\bar{z}$

$\bar{\beta}$

Name(s) and address(es), to the Not Applicable
extent known to the Issuer, of the $(xii)$ placers in the various countries where the offer takes place
(together, the "Authorised
Offerors").

$\frac{1}{2}$ DISTRIBUTION

$\ddot{\phantom{a}}$

(i)	U.S. Selling Restrictions:	Reg. S Compliance Category 2
(ii)	Public Offer:	Not Applicable
	Public Offer Jurisdictions:	Not Applicable
	Offer Period:	Not Applicable
	Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the conditions in it:	Not Applicable
	General Consent:	Not Applicable
	Other Authorised Offeror Terms:	Not Applicable
(iii)	If syndicated:	Applicable

70-40583799

$\bar{\gamma}$

$\bar{z}$

$\sim 6$

$(a)$

Names and addresses of Barclays Bank PLC Dealers and underwriting 5 The North Colonnade commitments:

Canary Wharf London E14 4BB

€830,000,000

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands

$€10,000,000$

Banca IMI S.p.A. Largo Mattioli, 3 20121 Milan Italy

$€10,000,000$

Banco de Sabadell, S.A. Plaza Catalunya, 1 08201 Sabadell Spain

€10,000,000

Bankia S.A. Calle del Pintor Sorolla 8 46002 Valencia Spain

$€10,000,000$

Bayerische Landesbank Brienner Straße 18 80333 Munich Germany

€10,000,000

Danske Bank A/S 2-12 Holmens Kanal DK - 1092 Copenhagen K Denmark

$€10,000,000$

DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main Platz der Republik 60265 Frankfurt am Main

Germany

€10,000,000

ING Bank N.V. Belgian Branch Sint-Michielswarande 60 1040 Brussels (UB 280) Belgium

$€10,000,000$

Mizuho International plc Bracken House One Friday Street London EC4M 9JA United Kingdom

€10,000,000

National Australia Bank Limited 88 Wood Street London EC2V 7QQ United Kingdom

$€10,000,000$

National Bank of Abu Dhabi P.J.S.C. One NBAD Tower Sheikh Khalifa Street P.O. Box 4 Abu Dhabi United Arab Emirates

€10,000,000

Natixis 30, avenue Pierre Mendes-France 75013 Paris France

$€10,000,000$

Scotiabank Europe plc

201 Bishopsgate 6th Floor London EC2M 3NS United Kingdom

$€10,000,000$

Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 SE-106 40 Stockholm Sweden

$€10,000,000$

SMBC Nikko Capital Markets Limited One New Change London EC4M 9AF United Kingdom

$\cdot$

$€10,000,000$

The Royal Bank of Scotland plc 135 Bishopsgate
London EC2M 3UR United Kingdom

$€10,000,000$

The Toronto-Dominion Bank 60 Threadneedle Street London EC2R 8AP United Kingdom

$€10,000,000$

$(b)$ Date of subscription 29 September 2014 agreement:

$(iv)$

If non-syndicated, address of Dealer:

name and Not Applicable

ANNEX TO THE FINAL TERMS - SUMMARY OF THE ISSUE

J,

$\bar{.}$

SECTION A - INTRODUCTION AND WARNINGS

Warning: proceedings are initiated. Not Applicable. Consent: the Company: Commercial Barclays name of the Company: Domicile and legal form of the Company: $1000$ ). Trends: compliance costs. include:

This Summary should be read as an introduction to the Base Prospectus. Any decision to invest in the Notes should be based on consideration of the Base Prospectus as a whole by the investor, including any information incorporated by reference herein, and read together with the applicable Final Terms.

Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff might, under the national legislation of the relevant Member State, have to bear the costs of translating the Base Prospectus before the legal

Civil liability attaches only to those persons who have tabled the Summary, including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in the Notes.

$A.2$

$A.1$

$B.4_b$

Section B - Issuer

Legal name of Barclays PLC (the "Company" or "Barclays") $B.1$

The Company was incorporated in England and Wales on 20 July 1896 under the $B.2$ Companies Acts 1862 to 1890 as a company limited by shares and was reregistered in 1982 as a public limited company under the Companies Acts 1948 to 1980. The Company is registered under company number 48839. The Company was renamed Barclays PLC on 1 January 1985.

The principal laws and legislation under which the Company operates are laws of England and Wales including the Companies Act.

The Company is domiciled in the United Kingdom. The registered office of the Company is at 1 Churchill Place, London E14 5HP (telephone number: +44 (0)20 7116

The business and earnings of the Company and its consolidated subsidiaries (the "Group") can be affected by the fiscal or other policies and other actions of various governmental and regulatory authorities in the United Kingdom, European Union (the "EU"), U.S. and elsewhere, which are all subject to change. The regulatory response to the financial crisis has led to and will continue to lead to very substantial regulatory changes in the United Kingdom, EU and U.S. and in other countries in which the Group operates. It has also (amongst other things) led to (i) a more assertive approach being demonstrated by the authorities in many jurisdictions, and (ii) enhanced capital leverage, liquidity and funding requirements (for example pursuant to the fourth Capital Requirements Directive ("CRD IV")). Any future regulatory changes may restrict the Group's operations, mandate certain lending activity and impose other, significant

Known trends affecting the Company and the industry in which the Company operates

• continuing political and regulatory scrutiny of the banking industry which, in some cases, is leading to increased or changing regulation that is likely to have a significant effect on the structure and management of the Group;
• general changes in regulatory requirements, for example, prudential rules relating to the capital adequacy framework, rules designed to promote financial stability and increase depositor protection, increased regulation and procedures for the

protection of customers and clients of financial services firms and an increased willingness on the part of regulators to investigate past practices, vigorously pursue alleged violations and impose heavy penalties on financial services firms;

• increased levels of legal proceedings in jurisdictions in which the Group does business, including in the form of class actions;
• the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, which contains far reaching regulatory reform (including prohibition on certain proprietary trading activities and limit on fund-related activities (the so-called 'Volcker rule'));
• the United Kingdom Financial Services (Banking Reform) Act 2013 which gives United Kingdom authorities powers to implement measures for, among others: (i) the separation of the United Kingdom and EEA retail banking activities of the largest United Kingdom banks into a legally, operationally and economically separate and independent entity (so-called 'ring-fencing'); (ii) statutory depositor preference in insolvency; and (iii) a 'bail-in' stabilisation option; and
• changes in competition and pricing environments.

The Group: The Company is the ultimate holding company of the Group, the principal activities of which are financial services. In particular, the Group is engaged in personal banking, credit cards, corporate and investment banking, and wealth and investment management with an extensive international presence in Europe, the United States, Africa and Asia. The Group is structured around four core businesses: Personal and Corporate Banking, Barclaycard, Africa Banking and the Investment Bank. Businesses and assets which no longer fit the Group's strategic objectives, are not expected to meet the returns criteria and/or offer limited growth opportunities to the Group, have been reorganised into Barclays Non-Core. These assets are designated for exit or run-down over time. The Company has the following significant subsidiaries and subsidiary undertakings (each of which is considered by the Company to be likely to have a significant effect on the assessment of its assets and liabilities, financial position or profits and losses):

Company Name	Principal place of business or incorporation	Nature of business	Percentage of Voting rights held %	controlling interests - proportion οf ownership interests %	Non- controlling interests- proportion of voting interests %
Barclays Bank PLC	England	Banking, holding company	100	12
Barclays Capital Securities Limited	England	Securities dealing	100
Barclays Private Clients International Limited	Isle of Man	Banking	$100*$
Barclays Securities Japan Limited	Japan	Securities dealing	100
Absa Bank Limited	South Africa	Banking	62	38	38
Barclays Bank of Kenya Limited	Kenya	Banking	43	57	57
Barclays Bank S.A.U.	Spain	Banking	$100*$
Barclays Capital Inc.	United States	Securities dealing	100
Barclays Bank Delaware	United States	Credit card issuer	100

Non-

The country of registration or incorporation is also the principal area of operation of each of the above subsidiaries. * Investments in subsidiaries held directly by the Bank are marked *.

Not Applicable. The Company has not made any profit forecasts or estimates.

$B.9$ Profit Forecast:

$B.10$ Audit Report Qualifications:

Not Applicable. There are no qualifications in the audit reports to the 2012 financial statements or the 2013 financial statements of the Company.

$B.12$ Key Financial Information:

The Group's financial information below is extracted from the audited consolidated financial statements of the Company for the year ended 31 December 2013 (restated to reflect the offsetting amendments to IAS 32, Financial Instruments: Presentation), the unaudited consolidated interim results of the Company for the six months ended 30 June 2014 and the unaudited consolidated restated interim results of the Company for the six months ended 30 June 2013.

	30 Jun 2014	30 Jun 2013	31 Dec 2013	31 Dec 2012
	(unaudited)	(unaudited- Restated)	(unaudited- Restated)	(unaudited- Restated)
	(f m )	(f EM )	(fm)	(Lm)
Total net loans and advances	485,997	521.590	473.659	472,400
Total deposits	505,805	541.641	487.613	468,173
Total assets 1	1,314,899	1,567,899	1.343,628	1,512,351
Shareholders' equity excluding non-
controlling interests	58.068	51,083	55,385	50,615
Non-controlling interests	6,957	9,054	8,564	9,371
Total shareholders' equity	65.025	60,137	63,949	59,986
Credit impairment charges and
provisions	(1,086)	(1,631)	(3,071)	(3, 340)
Profit before tax from continuing
operations	2.501	1.677	2,868	797

Subsequent to the publication of the audited consolidated financial statements of the Company for the year ended 31 December 2013 Subsequent to the parameters of the different construct matrice and the offsetting amendments to IAS 32. The impact was an increase to Total Assets of any annual for Total Assets of the offsetting amendments to IAS 32. The

Statements of no significant or material adverse change

There has been no material adverse change in the prospects of the Company or, as the case may be, the Group since 31 December 2013, nor any significant change in the financial or trading position of the Company or, as the case may be, the Group since 30 June 2014.

B.13 Recent Events:

PRA Capital Adequacy Review

In 2013 the United Kingdom Financial Policy Committee asked the Prudential Regulation Authority (the "PRA"), to take steps to ensure that, by the end of 2013, major United Kingdom banks and building societies, including the Group, held capital resources equivalent to 7 per cent. of their risk weighted assets. As part of its review, the PRA also introduced a 3 per cent. leverage ratio target, which the PRA requested the Group plan to achieve by 30 June 2014. The PRA's calculations for both capital and leverage ratios were based on CRD IV definitions, applied on a fully loaded basis with further prudential adjustments.

In order to achieve these targets within the PRA's expected timeframes the Group formulated and agreed with the PRA a plan comprised of capital management and leverage exposure actions which was announced on 30 July 2013. The Group executed on this plan in 2013 by completing an underwritten rights issue to raise approximately £5.8 billion (net of expenses) in common equity tier 1 capital; issuing £2.1 billion (equivalent) CRD IV qualifying contingent convertible Additional Tier 1 securities with a 7 per cent. fully loaded Common Equity Tier 1 ("CET1") ratio trigger; and reducing PRA leverage exposure to £1,365 billion. These actions, together with on-going leverage exposure reductions and a successful liability management exercise in June 2014, resulted in the Group reporting a fully loaded CRD IV CET1 ratio of 9.9 per cent. and a PRA leverage ratio of 3.4 per cent. as at 30 June 2014.

The Company is the ultimate holding company of the Group.

B.14 Dependence upon other entities within the Group:

B.15 The Company's Principal Activities:

The Group is engaged in personal banking, credit cards, corporate and investment banking, and wealth and investment management with an extensive international presence in Europe, the United States, Africa and Asia. The Group is structured around four core businesses: Personal and Corporate Banking, Barclaycard, Africa Banking and the Investment Bank. Businesses and assets which no longer fit the Group's strategic objectives, are not expected to meet the returns criteria and/or offer limited growth opportunities to the Group, have been reorganised into Barclays Non-Core. These assets are designated for exit or run-down over time.

B.16 Controlling The whole of the issued ordinary share capital of the Bank is beneficially owned by the Persons: Company, which is the ultimate holding company of the Group. The Company is the ultimate holding company of the Group.

B.17 Ratings assigned to the Company or its Debt Securities:

The short term unsecured obligations of the Company are rated A-2 by Standard $\&$ Poor's Credit Market Services Europe Limited ("Standard & Poor's"), P-2 by Moody's Investors Service Ltd. ("Moody's") and F1 by Fitch Ratings Limited ("Fitch"), and the long-term unsecured unsubordinated obligations of the Company are rated A- by Standard & Poor's, A3 by Moody's and A by Fitch.

Each of Moody's, Standard & Poor's and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of Moody's, Standard & Poor's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation.

The Notes are expected to be rated A3 By Moody's, A- by Standard & Poor's and A by Fitch. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Section C-The Notes

The Notes are issued as Series number 215, Tranche number 1. $C.1$ Description of Type and Class Forms of Notes: The Notes will be issued in registered form ("Registered Notes"). of Securities:

Security Identification Number(s):

ISIN: XS1116480697

Common Code: 111648069

• The Notes are denominated in euros. $C.2$ Currency of the Securities Issue:
• With respect to the United States, Notes offered and sold outside the United States to $C.5$ Free non-U.S. persons in reliance on 'Regulation S' must comply with transfer restrictions. Transferability

Notes held in a clearing system will be transferred in accordance with the rules, procedures and regulations of that clearing system.

Subject to the above, and to compliance with any applicable transfer restrictions, the Notes will be freely transferable.

Rights $C.8$ The Attaching to the Securities, including Ranking and Limitations to those Rights:

The Notes constitute direct, general, unconditional, unsecured and unsubordinated obligations of the Issuer which will at all times rank pari passu among themselves and rank at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

Denominations:

Status of the Notes:

The Notes are issued in the denomination of $\text{\e}100,000$ and integral multiples of $\text{\e}1,000$ in excess thereof.

Negative Pledge: None.

Cross Default: None.

Taxation: Except as otherwise specified in the relevant Final Terms, all payments in respect of Notes will be made free and clear of withholding taxes of the United Kingdom unless the withholding is required by law. In that event, the relevant Issuer will, subject to customary exceptions, pay such additional amounts as will result in the Noteholders receiving such amounts as they would have received in respect of such Notes had no such withholding been required.

Governing Law: English law.

Interest: The Notes bear interest from 1 October 2014 at a fixed rate of 1.5 per cent. per annum payable in arrear on 1 April of each year, commencing on 1 April 2015.

Maturity Date: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed on 1 April 2022.

Final Redemption Amount: Unless previously redeemed, or purchased and cancelled, each Note will be redeemed at its Final Redemption Amount of $\epsilon$ 1,000 per Calculation Amount.

Tax Redemption: subject to certain conditions, the Notes may be redeemed provided that:

• the relevant Issuer provides not less than 30 days' nor more than 60 days' prior $(a)$ notice to the Trustee and the Holders of the Notes (such notice being irrevocable) specifying the date fixed for such redemption; and
• if, immediately before giving such notice, the relevant Issuer satisfies the Trustee $(b)$ that the relevant Issuer has or will become obliged to pay certain additional amounts and such obligation cannot be avoided by the relevant Issuer taking reasonable measures available to it,

provided, further, that no such notice of redemption shall be given earlier than (1) where the Notes may be redeemed at any time, 90 days prior to the earliest date on which the relevant Issuer would be obliged to pay such additional amounts or is unable to make such deduction if a payment in respect of the Notes were then due; or (2) where the Notes may be redeemed only on an Interest Payment Date, 60 days prior to the Interest Payment Date occurring immediately before the earliest date on which the relevant Issuer would be obliged to pay such additional amounts or is unable to make such deduction if a payment in respect of the Notes were then due.

Yield: Based upon the Issue Price of 99.525 per cent., at the Issue Date the anticipated yield of the Notes is 1.568 per cent. per annum.

Representative of the Noteholders: The Issuers have appointed The Bank of New York Mellon, London Branch to act as Trustee for the holders of Notes pursuant to the terms of the Trust Deed.

• $C.10$ Not Applicable. Payments of interest on the Notes shall not include any derivative Derivative component. Components:
• Application has been made for the Notes to be admitted to listing on the Official List of $C.11$ Listing and Trading: the FCA and to trading on the Regulated Market of the London Stock Exchange

Section D - Risks

$D.2$ Business conditions and the general economy: Weak or deteriorating economic Key conditions or political instability in one or a number of countries in any of the Group's information on main business markets or any other globally significant economy could have a material the key risks adverse effect on the Group's operations, financial condition and prospects. that are

Credit Risk: The Group is exposed to the risk of loss if any of its customers, clients or specific to the market counterparties fails to fulfil its contractual obligations. Credit risk and, consequently, the Group's performance may also be adversely affected by the impact of deteriorating economic conditions (and their effects, including higher interest rates,

The Rights Attaching to the Securities -Information as $to$ Interest. Maturity, Redemption, Yield and the Representative of the Holders:

$C.9$

Issuers:

falling property prices and potential instability or economic uncertainty) and risks relating to sovereign debt crises, Eurozone exit or a slowing or withdrawing of monetary stimulus. If some or all of these conditions arise, persist or worsen, they may have a material adverse effect on the Group's operations, financial condition and prospects. In addition, the Investment Bank holds a significant portfolio of assets which (i) remain illiquid, (ii) are valued based on assumptions, judgements and estimates which may change over time and (iii) which are subject to further deterioration and write downs. Corporate Banking also holds a portfolio of longer term loans on a fair value basis, which are subject to market movements and which may therefore give rise to losses. In either case, these could have a material adverse effect on the Group's operations, financial condition and prospects.

Market risk: The Group is at risk from its earnings or capital being reduced due to changes in the level or volatility of positions in its trading books, primarily in the Investment Bank; being unable to hedge its banking book balance sheet at market levels; and the Group's defined benefit pensions obligations increasing or the value of the assets backing those obligations decreasing. These risks could lead to significantly lower revenues, which could have an adverse impact on the Group's operations, financial condition and prospects.

Funding risk: The Group is exposed to the risk that it may not be able to achieve its business plans due to: an inability to maintain appropriate capital ratios; or inability to meet its obligations as they fall due; or adverse changes in interest rates impacting structural hedges and/or the impact of changes in foreign exchange rates on capital ratios. These risks could have an adverse impact on the Group's operations, financial condition and prospects.

Operational risk: The Group is exposed to the risk of breakdowns in processes, systems (including IT systems), controls or procedures or their inadequacy relative to the size and scope of its business. The Group is also subject to the risk of business disruption arising from events beyond its control, which may give rise to losses or reductions in service to customers and/or economic loss to the Group.

Legal, competition and regulatory risk: The Group is subject to extensive and comprehensive regulation under the laws of the various jurisdictions in which it does business. The Group has also in recent years faced a risk of increased level of legal proceedings in these jurisdictions, in particular, the U.S. The Group also faces existing regulatory and other investigations in various jurisdictions.

The Group may incur significant additional expense in connection with existing and potential future legal and regulatory proceedings including for non-compliance by the Group with applicable laws, regulations and codes. This could expose the Group to: substantial monetary damages; loss of significant assets; other penalties and injunctive relief; potential for criminal prosecution in certain circumstances; potential regulatory restrictions on the Group's business; and/or have a negative effect on the Group's reputation, any of which could have an adverse impact on the Group's operations, financial condition and prospects.

Regulatory risks: The regulatory environment in which the Group operates is subject to significant levels of change. There is a risk that such changes to the regulatory environment may adversely affect the Group's business, capital and risk management planning and/or may result in the Group increasing capital, reducing leverage, deciding to modify its legal entity structure, deciding to change how and where capital and funding is deployed within the Group, require the Group to increase its loss-absorbing capacity and/or undertake potential modifications to Barclays' business mix and model (including potential exit of certain business activities). In addition, the risk of such regulatory change will continue to require senior management attention and consume significant levels of business resources.

The Group faces significant regulatory scrutiny (for example in relation to systems and controls) in many of the jurisdictions in which it operates, particularly in the United Kingdom and the U.S. Non-compliance with the applicable laws, regulations or codes could lead to fines, public reprimands, damage to reputation, increased prudential requirements, changes to the Group's structure and/or strategy, enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate, as well as costs relating to investigations and remediation of affected customers.

Taxation risk: The Group may suffer losses arising from additional tax charges, other financial costs or reputational damage due to: failure to comply with or correctly assess the application of relevant tax law: failure to deal with tax authorities in a timely, transparent and effective manner; incorrect calculation of tax estimates for reported and forecast tax numbers; or provision of incorrect tax advice.

Transform Programme and other strategic plans: The Group's current strategy includes restructuring changes which require difficult, subjective and complex judgements, including forecasts of economic conditions, and is subject to significant execution risks. For example, the Group's ability to implement successfully the Transform Programme, which is part of its current strategy, may be adversely impacted by a significant global macroeconomic downturn, legacy issues, limitations in the Group's management or operational capacity or significant or unexpected regulatory change. Progress in achieving the targets in the Transform Programme is unlikely to be uniform or linear. Failure to implement successfully the Transform Programme could have a material adverse effect on the Group's ability to achieve the stated targets, estimates (including with respect to future capital and leverage ratios and dividends payout ratios) and other expected benefits of the Transform Programme and there is also a risk that the costs associated with implementing the strategy may be higher than the financial benefits achieved through the programme. In addition, the goals of embedding a culture and set of values across the Group and achieving lasting and meaningful change to the Group's culture, may not succeed, which could negatively impact the Group's operations, financial condition and prospects.

Conduct and Reputation risks: The Group is exposed to the risk of inappropriate execution of its business activities or failures in corporate governance or management (for example, if Barclays were to provide funding or services to clients without fully implementing anti-money laundering, anti-bribery or similar controls), or the perception thereof, may cause detriment to customers, clients or counterparties and may lead to reputational damage and reduce the attractiveness of the Group to stakeholders. This may, in turn, lead to negative publicity, loss of revenue, litigation, higher scrutiny and/or intervention from regulators, regulatory or legislative action, loss of existing or potential client business, reduced workforce morale, and difficulties in recruiting and retaining talent. Sustained conduct and reputational damage could affect the Group's operations, financial condition and prospects.

Risk relating to United Kingdom Bail-In Power: The Bank Recovery and Resolution Directive grants supervisory authorities power to cancel all or a portion of the principal amount of, or interest on, certain unsecured liabilities of a failing financial institution, and/or to convert certain debt claims into another security, including ordinary shares. Under the Banking Act 2009 of the United Kingdom as amended, the bail-in option is introduced to enable the United Kingdom resolution authority to recapitalise a failed institution by allocating losses to its shareholders and unsecured creditors. There remains uncertainty regarding the specific factors which the United Kingdom resolution authority would consider in deciding whether to exercise the United Kingdom bail-in power. Holders of the Notes may have only limited rights to challenge any decision of the United Kingdom resolution authority exercising its United Kingdom bail-in power.

Kev information on the key risks that are specific to the Notes:

$D.3$

Interest rate risks: investment in fixed rate Notes involves the risk that the subsequent changes in market interest rates may adversely affect the value of any fixed rate Notes. Notes may experience price volatility in response to changes in market interest rates or other factors.

Notes may be redeemed prior to maturity: under certain circumstances the relevant Issuer may redeem outstanding Notes prior to maturity in accordance with the Conditions. In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the relevant Notes and an optional redemption feature is likely to limit the secondary market value of the Notes.

Withholding tax: the holder may not receive payment of the full amounts due in respect of the Notes as a result of amounts being withheld by the relevant Issuer in order to comply with applicable law;

There is no active trading market for the Notes: Notes may have no established trading market when issued, and such a trading market may never develop. If such a trading market does develop it may not be liquid;

Exchange rate risks and exchange controls; the value of an investors investment may be adversely affected by exchange rate movements and exchange controls where the Notes are not denominated in the investor's own currency;

Credit ratings may not reflect all risks: any credit rating assigned to the Notes or the relevant Issuer may not adequately reflect all the risks associated with an investment and may be revised or withdrawn by the rating agency at any time;

Section E - Offer

• The net proceeds of the issue of each Series of Senior Notes will be used for general $E.2b$ Reasons for the corporate purposes of the relevant Issuer and its subsidiaries and/or the Group. Offer and Use of Proceeds:
• Not Applicable. The Instruments are issued in denominations of at least $€100,000$ . $E.3$ Terms and Conditions $\alpha$ f the Offer:
• The Issuer has appointed Barclays Bank PLC (in its capacity as arranger and dealer), $E.4$ Interests BNP Paribas, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Material to the Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, Merrill Issue: Lynch International, Morgan Stanley & Co. International plc and UBS Limited (and such other additional or other dealers appointed under the Programme from time to time) (together, the "Dealers") as Dealers for the Programme. The arrangements under which Notes may from time to time be agreed to be sold by the relevant Issuer to, and purchased by, Dealers are set out in the Distribution Agreement made between the Issuers and the Dealers.

The Issuer has appointed Barclays Bank PLC, ABN AMRO Bank N.V., Banca IMI S.p.A., Banco de Sabadell, S.A., Bankia S.A., Bayerische Landesbank, Danske Bank A/S, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, ING Bank N.V. Belgian Branch, Mizuho International plc, National Australia Bank Limited, National Bank of Abu Dhabi P.J.S.C., Natixis, Scotiabank Europe plc, Skandinaviska Enskilda Banken AB (publ), SMBC Nikko Capital Markets Limited, The Royal Bank of Scotland plc, and The Toronto-Dominion Bank (together, the "Managers") as Managers of the issue of the Notes. The arrangements under which the Notes are sold by the relevant Issuer to, and purchased by, Managers are set out in the Subscription Agreement made between the Issuer and the Managers

Stabilising Manager: Barclays Bank PLC

No expenses will be chargeable by the Issuers to an Investor in connection with any E.7 Estimated offer of Notes. Any expenses chargeable by a Manager to an Investor shall be charged Expenses: in accordance with any contractual arrangements agreed between the Investor and such Manager at the time of the relevant offer.