Barclays PLC — Capital/Financing Update 2019

Dec 9, 2019

EXECUTION VERSION

IMPORTANT – PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

Final Terms dated 5 December 2019

BARCLAYS PLC

Legal entity identifier (LEI): 213800 LBQA 1Y9L22JB70

Issue of EUR 750,000,000 0.750 per cent. Reset Notes due 2025

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 5 March 2019 and the supplemental base prospectuses dated 26 April 2019, 2 August 2019, 13 September 2019 and 28 October 2019 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Directive 2003/71/EC, as amended or superseded, and as implemented by any relevant implementing measure in the relevant Member State (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 and must be read in conjunction with the Base Prospectus.

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. The Base Prospectus and these Final Terms have been published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

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1. (i) Issuer: Barclays PLC
2. (i) Series Number: 248
   (ii) Tranche Number: 1
   (iii) Date on which the Notes become fungible: Not Applicable
3. Specified Currency or Currencies: Euro ("EUR")
4. Aggregate Nominal Amount: EUR 750,000,000
5. Issue Price: 99.609 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denominations: EUR 100,000 and integral multiples of EUR 1,000 in excess thereof
   (ii) Calculation Amount: EUR 1,000
7. (i) Issue Date: 9 December 2019
   (ii) Interest Commencement Date: Issue Date
8. Maturity Date: 9 June 2025
9. Interest Basis: Reset Notes
   (see paragraph 17 below)
10. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
11. Change of Interest or Redemption/Payment Basis: Not Applicable
12. Put/Call Options: Issuer Call
13. (i) Status of the Notes: Senior
    (ii) Date of approval for issuance of Notes obtained: 4 March 2019
14. Senior Notes Waiver of Set-off: Applicable
15. Condition 15(b) (Restrictive Events of Default): Applicable

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions
   Not Applicable

2. Reset Note Provisions
   Applicable

(i) Initial Rate of Interest:
0.750 per cent. per annum payable in arrear on each Interest Payment Date up to and including the First Reset Date

(ii) Interest Payment Date(s):
9 June in each year up to and including the Maturity Date

There will be a short first coupon in respect of the first Interest Period from, and including, the Interest Commencement Date to, but excluding, the first Interest Payment Date

(iii) Fixed Coupon Amount up to (but excluding) the First Reset Date:
EUR 7.50 per Calculation Amount, subject to the provisions of subparagraph "Broken Amount(s)" below

(iv) Broken Amount(s):
EUR 3.75 per Calculation Amount payable on the Interest Payment Date falling on 9 June 2020

(v) Reset Reference Rate:
Mid-Swap Rate

(vi) First Reset Date:
9 June 2024

(vii) Day Count Fraction:
Actual/Actual (ICMA)

(viii) Subsequent Reset Date(s):
Not Applicable

(ix) Mid-Swap Rate:
Single Mid-Swap Rate

(a) Mid-Swap Maturity:
Twelve-month

(b) Mid-Swap Floating Leg Benchmark Rate:
EURIBOR

(c) Relevant Screen Page:
EUR-EURIBOR-Reuters as displayed on Reuters Screen page EURIBOR01

(d) First Margin:
+ 1.05 per cent. per annum

(e) Subsequent Margin:
Not Applicable

(x) Reference Banks:
As per the Conditions

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(xi) Reset Determination Dates: The second Business Day prior to the First Reset Date
(xii) Minimum Rate of Interest: Zero
(xiii) Maximum Rate of Interest: Not Applicable
(xiv) Additional Business Centre(s): Not Applicable
(xv) Reset Determination Time: As per the Conditions
(xvi) Agent Bank: The Bank of New York Mellon, London Branch

1. Floating Rate Note Provisions Not Applicable
2. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Call Option Applicable

(i) Optional Redemption Date(s) (Call): Any date from and including the Issue Date to but excluding the Maturity Date
(ii) Optional Redemption Amount (Call): In the case of the Optional Redemption Date(s) falling in the period from and including the Issue Date to but excluding the Maturity Date, other than the Optional Redemption Date falling on 9 June 2024 (the "Make Whole Redemption Dates"): the Make Whole Redemption Price

In the case of the Optional Redemption Date falling on 9 June 2024: 100 per cent. per Calculation Amount

(iii) Make Whole Redemption Price: Non-Sterling Make Whole Redemption Amount

(a) Redemption Margin: 0.200 per cent.
(b) Reference Bond: OBL 0 Apr-24 #179
(c) Quotation Time: 11.00 a.m. (London time)
(d) Relevant Make Whole Screen Page: PXGE or any page as may replace such page

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(e) Reference Date: As per the Conditions

(iv) Redeemable in part: Applicable in respect of any redemption which occurs on a Make Whole Redemption Date

Otherwise, in relation to a redemption which occurs on 9 June 2024 the Notes then outstanding are redeemable in whole but not in part

(a) Minimum Redemption Amount: Not Applicable
(b) Maximum Redemption Amount: Not Applicable

(v) Notice period: Minimum period: 15 days Maximum period: 60 days

(vi) Optional Redemption Amount (Regulatory Event): Not Applicable
(vii) Early Redemption Amount (Tax): EUR 1,000 per Calculation Amount
(viii) Optional Redemption Amount (Loss Absorption Disqualification Event) (for Senior Notes only): EUR 1,000 per Calculation Amount

1. Put Option Not Applicable
2. Final Redemption Amount of each Note: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at EUR 1,000 per Calculation Amount
3. Early Termination Amount: Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Registered Notes:

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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)) exchangeable for Unrestricted Individual Certificates in the limited circumstances described in the Unrestricted Global Certificate

1. New Global Note: No
2. Additional Financial Centre(s) or other special provisions relating to payment dates: Not Applicable
3. Talons for future Coupons to be attached to Definitive Notes: No
4. Spot Rate: Not Applicable
5. Relevant Benchmarks: EURIBOR is provided by the European Money Markets Institute. As at the date hereof, the European Money Markets Institute appears in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmark Regulation

SIGNED on behalf of BARCLAYS PLC:

By:
Duly authorised

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PART B – OTHER INFORMATION

1. LISTING

(i) Listing and admission to trading: Application is expected to be 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 on or about the Issue Date

(ii) Estimate of total expenses related to admission to trading: £4,790

1. RATINGS

Ratings: The Notes to be issued are expected to be rated:

S&P Global Ratings Europe Limited ("Standard & Poor's"): BBB

Moody's Investors Service Ltd. ("Moody's"): Baa3

Fitch Ratings Limited ("Fitch"): A

Each of Moody's, Standard & Poor's and Fitch is established in the European Economic Area (the "EEA") 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.

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1. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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.

1. USE OF PROCEEDS

The net proceeds of the issue will be used for general corporate purposes of the Issuer and its subsidiaries and/or the Group and may be used to strengthen further the capital base of the Issuer and its subsidiaries and/or the Group.

1. YIELD

Indication of yield: 0.839 per cent. per annum.

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

1. OPERATIONAL INFORMATION

(i) CUSIP Number Not Applicable
(ii) ISIN: XS2082324364
(iii) Common Code: 208232436
(iv) FISN: BARCLAYS PLC/.1EMTN 20250609 as updated on the website of the Association of National Numbering Agencies
(v) CFI Code: DTFXFR as updated on the website of the Association of National Numbering Agencies
(vi) CINS Code: Not Applicable
(vii) CMU Instrument Number: Not Applicable
(viii) Any clearing system(s) other than Euroclear, Clearstream Luxembourg, DTC or the CMU Service and the relevant identification number(s): Not Applicable

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(ix) Delivery: Delivery free of payment
(x) Names and addresses of additional Paying Agent(s) (if any): Not Applicable
(xi) Green Notes: No
(xii) Intended to be held in a manner which would allow Eurosystem eligibility:
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper, and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

7. DISTRIBUTION

(i) U.S. Selling Restrictions: Reg. S Compliance Category 2
(ii) Method of distribution: Syndicated
(iii) If syndicated
(a) Names of Managers: Barclays Bank PLC
Banco Bilbao Vizcaya Argentaria, S.A.
Société Générale
(b) Stabilisation Manager(s) (if any): Not Applicable
(iv) If non-syndicated, name and address of Dealer: Not Applicable

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