GSSP BASE PROSPECTUS 1A

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

Pursuant to the Global Structured Securities Programme

What is this document?

This document (the "Base Prospectus") constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive (as defined below), and is one of a number of prospectuses which relate to the Global Structured Securities Programme (the "Programme"). When used in this document, the "Prospectus Directive" means Directive 2003/71/EC of the European Parliament and of the Council (as amended or superseded, including by Directive 2010/73/EU, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union)) and includes any relevant implementing measures in the United Kingdom.

This Base Prospectus is valid for one year and may be supplemented from time to time to reflect any significant new factor, material mistake or inaccuracy relating to the information included in it.

What type of Securities does this Base Prospectus relate to?

This particular Base Prospectus ("GSSP Base Prospectus 1A") relates to the issuance of securities (the "Securities"), which will bear fixed rate interest, floating rate interest, inverse floating rate interest, decompounded floating rate interest, interest that is linked to the performance of a specified inflation index, a fixed rate of interest that will vary between two specified fixed rates (one of which may be zero) depending on whether a specified floating rate equals or exceeds a specified strike rate or a rate of interest linked to the spread between two floating rates, may be zero coupon securities (which do not bear interest) or may apply a combination of different interest types. The amount of interest payable in respect of Securities on an interest payment date may be subject to a range accrual factor that will vary depending on the performance of a specified inflation index or one or more specified floating rates during the observation period relating to that interest payment date. The type of interest (if any) payable on the Securities may be the same for all interest payment dates or may be different for different interest payment dates. Securities may also contain a provision which allows the Issuer to switch the type of interest payable on specified dates before maturity.

Upon maturity, the Securities will either pay a fixed redemption amount or a redemption amount that is linked to the performance of a specified inflation index. In addition, the Securities may provide for early redemption at the option of the issuer (a call option) or the investor (a put option).

Who is the Issuer?

The Securities will be issued by Barclays Bank PLC (the "Issuer"). The payment of any amount due under the Securities is subject to the Issuer's financial position and its ability to meet its obligations. The Registration Document for the Issuer (as defined in the section entitled 'Information Incorporated by Reference') which is incorporated by reference into this Base Prospectus, together with other information provided in this Base Prospectus, provides a description of the Issuer's business activities as well as certain financial information and material risks faced by the Issuer.

How do I use this Base Prospectus?

This Base Prospectus, together with certain other documents listed within, is intended to provide you with information necessary to enable you to make an informed investment decision before purchasing any Securities.

The contractual terms of any particular issuance of Securities will be composed of the terms and conditions set out at pages 123 to 218 of this Base Prospectus (the "General Conditions"), as completed by a separate Final Terms document, which is specific to that issuance of Securities (the "Final Terms").

The General Conditions comprise five Sections (A to E):

Sections A.: INTRODUCTION, B.: FORM, TITLE, TRANSFER, CALCULATIONS AND PAYMENTS UNDER THE SECURITIES and E.: GENERAL PROVISIONS are generic provisions which apply to issuances of Securities generally;
Sections C.: INTEREST, OPTIONAL EARLY REDEMPTION AND FINAL REDEMPTION and D.: INFLATION INDEX DISRUPTION EVENTS contain certain optional provisions that will only apply to certain issuances of Securities. The Final Terms document will specify which provisions from Section C apply to your Securities. Section D will only apply to Securities that bear interest or pay a redemption amount that is linked to the performance of a specified inflation index.

The provisions from Section C that are specified to be applicable in the Final Terms will contain the relevant economic terms applicable to your Securities as follows:

the relevant sub-paragraph of General Condition 5 (Interest) sets out how any interest amounts will be calculated;
General Condition 6 (Optional Early Redemption) will specify whether the Issuer, or investors, have the right to redeem the Securities early and at what amount; and
General Condition 7 (Final Redemption) will specify how the redemption amount is calculated upon maturity.

Worked examples of hypothetical Securities are set out in the section called 'How the return on your investment is calculated' which explains how the calculations in Section C of the General Conditions will be made.

This Base Prospectus also includes other general information such as information about the material risks relating to investing in Securities and information on selling and transfer restrictions. The Registration Document incorporated by reference into this Base Prospectus also provides a description of the Issuer's business activities as well as certain financial information and material risks faced by the Issuer.

All capitalised terms used will be defined in this Base Prospectus or the Final Terms and are referenced in the Index to this Base Prospectus.

What other documents do I need to read?

This Base Prospectus (including the Registration Document and the other information which is incorporated by reference) contains all information which is necessary to enable investors to make an informed decision regarding the financial position and prospects of the Issuer and the rights attaching to the Securities. Some of this information is incorporated by reference from other publicly available documents and some of this information is completed in an issue-specific document called the Final Terms. You should read the documents incorporated by reference, as well as the Final Terms in respect of such Securities, together with this Base Prospectus.

Documents will be made available at the registered office of the Issuer and at https://home.barclays/investor-relations/reports-and-events, https://home.barclays/investorrelations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses and at https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structuredsecurities-final-terms (as applicable) or the successor website(s).

What information is included in the Final Terms?

While this Base Prospectus includes general information about all Securities, the Final Terms is the document that sets out the specific details of each particular issuance of Securities. For example, the Final Terms will contain:

the issue date;
the scheduled redemption date;
the interest payment dates (if any);
the type of interest that applies in respect of each interest payment date (if any);
the type of final redemption;
whether or not the Securities may be redeemed early at the option of the Issuer or the investor; and
any other information needed to complete the terms included in this Base Prospectus for the particular Securities (identified by the words 'as specified in the Final Terms' or other equivalent wording).

Wherever the General Conditions provide optional provisions, the Final Terms will specify which of those provisions apply to a specific issuance of Securities.

What type of Underlying Assets may the Securities be linked to?

The interest and repayment terms of certain Securities issued under this Base Prospectus may be linked to:

a reference rate for determining floating rate interest;
a reference rate for determining the fixed rate at which digital interest is payable;
two reference rates for determining spread-linked interest;
one or more reference rates for determining the applicable range accrual factor (if any); and/or
movements in an inflation index,

(each being an "Underlying Asset").

In addition, certain Securities issued under this Base Prospectus may pay fixed interest amounts and/or a fixed repayment amount. Such interest amounts and/or repayment amount (as applicable) will not be linked to an Underlying Asset.

Those Securities with repayment terms that are linked to movements in an inflation index will be 'derivative securities' for the purposes of the Prospectus Directive (and as such specific items of information are included in this Base Prospectus that may not be relevant for Securities that are not derivative securities).

10 April 2019

IMPORTANT INFORMATION

THE AMOUNT PAYABLE ON REDEMPTION OF THE SECURITIES MAY BE LESS THAN THE ORIGINAL INVESTED AMOUNT (AND IN SOME CASES MAY BE ZERO), IN WHICH CASE YOU MAY LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.

FOR ALL SECURITIES, IF THE ISSUER BECOMES INSOLVENT OR BANKRUPT OR OTHERWISE FAILS TO MAKE ITS PAYMENT OBLIGATIONS ON THE SECURITIES, YOU WILL LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.

INVESTING IN SECURITIES INVOLVES CERTAIN RISKS, AND YOU SHOULD FULLY UNDERSTAND THESE BEFORE YOU INVEST. SEE THE SECTION HEADED 'RISK FACTORS' BELOW.

Responsibility

The Issuer accepts responsibility for the information contained in this Base Prospectus and any Final Terms. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus and any Final Terms is in accordance with the facts and contains no omission likely to affect the import of such information.

Regulatory approval

This Base Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA") in its capacity as competent authority in the United Kingdom as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Securities pursuant to the Programme on and during the period of 12 months after the date hereof.

The contents of this Base Prospectus have not been reviewed or approved by any regulatory authority other than the FCA.

No compensation arrangements

Any failure by the Issuer to make payments due under the Securities would not of itself give rise to any claim for compensation on the grounds of such a failure. You would not have a claim for compensation against the UK's Financial Services Compensation Scheme. For more information regarding Issuer risk, please see 'Risk Factors' – risk factor 1 (Risks associated with the Issuer's ability to fulfil its obligations under the Securities and status of the Securities).

No investment advice

Neither this Base Prospectus nor any Final Terms is or purports to be investment advice. Unless expressly agreed otherwise with a particular investor, neither the Issuer nor any Manager is acting as an investment adviser, providing advice of any other nature, or assuming any fiduciary obligation to any investor in Securities.

Independent evaluation

Nothing set out or referred to in this Base Prospectus is intended to provide the basis of any credit or other evaluation (except in respect of any purchase of Securities described herein) or should be considered as a recommendation by the Issuer or any Manager that any recipient of this Base Prospectus (or any document referred to herein) should purchase any Securities.

An investor should not purchase the Securities unless they understand the extent of their exposure to potential loss. Investors are urged to read the factors described in the section headed 'Risk Factors', together with the other information in this Base Prospectus (including any information incorporated by reference), as supplemented from time to time, and the Final Terms, before investing in the Securities.

Investors should note that (i) the risks described in the section headed 'Risk Factors' of this Base Prospectus and (ii) the risks described in the section headed 'Risk Factors' of the Registration Document (which is incorporated by reference into this Base Prospectus) are not the only risks that the Issuer faces or that may arise because of the nature of the Securities. The Issuer has described only those risks relating to its operations and to the Securities that it considers to be material. There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware.

Given the nature, complexity and risks inherent in the Securities (and investments relating to any Underlying Assets), the Securities may not be suitable for an investor's investment objectives in the light of his or her financial circumstances. Investors should consider seeking independent advice to assist them in determining whether the Securities are a suitable investment for them or to assist them in evaluating the information contained or incorporated by reference into this Base Prospectus or set out in the Final Terms.

You have sole responsibility for the management of your tax and legal affairs including making any applicable filings and payments and complying with any applicable laws and regulations. Neither the Issuer nor any of its Affiliates will provide you with tax or legal advice and you should obtain your own independent tax and legal advice tailored to your individual circumstances. The tax treatment of structured products, such as the Securities, can be complex; the tax treatment applied to an individual depends on their circumstances. The level and basis of taxation may alter during the term of any product.

Amounts due to be paid to you are described on a gross basis, i.e. without calculating any tax liability. The Issuer shall make no deduction for any tax, duty, or other charge unless required by law.

Potential for discretionary determinations by the Issuer or the Determination Agent

Under the terms and conditions of the Securities, following the occurrence of certain events relating to the Issuer, the Issuer's hedging arrangements, the Underlying Asset(s), taxation, the relevant currency or other matters, the Issuer or the Determination Agent may determine to take one of the actions available to it in order to deal with the impact of such event on the Securities or the Issuer or both. These actions may include (i) adjustment to the terms and conditions of the Securities, (ii) substitution of the Underlying Asset(s) or (iii) early redemption of the Securities. Any such discretionary determination by the Issuer or Determination Agent could have a material adverse impact on the value of and return on the Securities. See, in particular, 'Risk Factors' − risk factor 14 (Risks associated with discretionary powers of the Issuer and the Determination Agent, including in relation to the Issuer's hedging arrangements) below.

Distribution

The distribution or delivery of this Base Prospectus or any Final Terms and any offer or sale of Securities in certain jurisdictions may be restricted by law. This document does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offering or solicitation. Other than as expressly described in this Base Prospectus, no action is being taken to permit an offering of Securities or the delivery of this Base Prospectus in any jurisdiction. Persons into whose possession this Base Prospectus or any Final Terms comes are required by the Issuer to inform themselves about and to observe any such restrictions.

Details of selling restrictions for various jurisdictions are set out in the section headed 'Purchase and Sale'.

US selling restrictions

The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) ("U.S. persons"), except in certain transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. The Securities are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S.

Securities in bearer form may be subject to US tax law requirements (as described below). Subject to certain exceptions, such Securities may not be offered, sold or delivered within the United States or its possessions or to or for account or benefit of United States persons (as defined in the US Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder).

For a description of these and certain further restrictions on offers, sales and transfers of Securities and delivery of this Base Prospectus and any Final Terms, see 'Purchase and Sale' and 'Clearance and Settlement' herein.

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

US foreign account tax compliance withholding

THE FOREIGN ACCOUNT TAX COMPLIANCE ACT ("FATCA") IS PARTICULARLY COMPLEX AND ITS CURRENT AND FUTURE APPLICATION TO THE ISSUER, SECURITIES AND THE INVESTORS IS UNCERTAIN AT THIS TIME. YOU SHOULD CONSULT YOUR OWN TAX ADVISERS TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA AND TO LEARN HOW THIS LEGISLATION MIGHT AFFECT YOU IN YOUR PARTICULAR CIRCUMSTANCE, INCLUDING HOW THE FATCA RULES MAY APPLY TO PAYMENTS RECEIVED UNDER THE SECURITIES BOTH CURRENTLY AND IN THE FUTURE.

Change of circumstances

Neither the delivery of this Base Prospectus or any Final Terms, nor any sale of Securities pursuant thereto, shall create any impression that information therein relating to the Issuer is correct at any time subsequent to the date thereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same (the foregoing being without prejudice to the Issuer's obligations under applicable rules and regulations).

Representations

In connection with the issue and sale of Securities, no person has been authorised to give any information or to make any representation not contained in or consistent with the Base Prospectus and Final Terms and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. The Issuer does not accept responsibility for any information not contained in this Base Prospectus and Final Terms. This document does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offering or solicitation and no action is being taken to permit an offering of the Securities or the distribution of this Base Prospectus in any jurisdiction where action is required.

Calculations and determinations

Unless otherwise specified, all calculations and determinations in respect of the Securities shall be made by either Barclays Bank PLC or Barclays Capital Securities Limited (acting in such capacity, the "Determination Agent").

Use of a benchmark

Amounts payable under the Securities may be calculated or otherwise determined by reference to an index or a combination of indices. Any such index may constitute a benchmark for the purposes of the Benchmark Regulation (Regulation (EU) 2016/1011) (as may be amended from time to time and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union), the "Benchmark Regulation"). If any such index does constitute such a benchmark, the Final Terms will indicate whether or not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to article 36 of the Benchmark Regulation (or any such successor register of administrators and benchmarks established and maintained in the United Kingdom pursuant to the laws thereof from time to time). Not every index will fall within the scope of the Benchmark Regulation. Furthermore transitional provisions in the Benchmark Regulation may have the result that the administrator of a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of the applicable Final Terms. The registration status of any administrator under the Benchmark Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the Final Terms to reflect any change in the registration status of the administrator.

SUMMARY 10

This section provides a summary of the key information contained within this Base Prospectus with placeholders for information specific to each tranche of Securities. A summary completed with such issue-specific information will be attached to the Final Terms. RISK FACTORS 42 This section sets out the principal risks inherent in investing in Securities issued pursuant to the Programme, including key risks relating to investments linked to the Underlying Asset(s).

GENERAL DESCRIPTION OF THE PROGRAMME 75

This section provides an overview of certain key features of the programme.

INFORMATION INCORPORATED BY REFERENCE 76

This section incorporates selected financial information regarding the Issuer from other publicly available documents.

HOW THE RETURN ON YOUR INVESTMENT IS CALCULATED 78

This section sets out worked examples of how the interest and redemption amounts are calculated under a variety of scenarios.

TERMS AND CONDITIONS OF THE SECURITIES 123

This section sets out the contractual terms of the Securities. Section C contains certain options for determining interest payments (if any), optional redemption rights (if any) and final redemption payments and the Final Terms will indicate which of these options shall apply.

A.	INTRODUCTION			124
B.			FORM, TITLE, TRANSFER, CALCULATIONS AND PAYMENTS UNDER THE	125
	SECURITIES
	1.		Form, title and transfer	125
	2. Status
	3. Calculations and publication
	4.	Payments		131
C.			INTEREST, OPTIONAL EARLY REDEMPTION AND FINAL REDEMPTION	133
	5.	Interest		133
		5.1	Fixed Rate Interest	134
		5.2	Floating Rate Interest	136
		5.3	Inverse Floating Rate Interest	139
		5.4	Inflation-Linked Interest	143
		5.5	Digital Interest	147
		5.6	Spread-Linked Interest	151
		5.7	Decompounded Floating Rate Interest	156
		5.8	Determination of a Floating Rate	160
		5.9	Calculation of the Range Accrual Factor	167
		5.10	Switch Option	172
		5.11	Zero Coupon	173
		5.12	Global Floor	173
		5.13	Conversion Option	174
	6.		Optional Early Redemption	178
		6.1	Issuer Call Option	179
		6.2	Holder Put Option	180
	7.		Final Redemption	181
		7.1	Bullet Redemption	182

Page

		7.2 Inflation-Linked Redemption	182
D.		INFLATION INDEX DISRUPTION EVENTS	183
	8.	Inflation Index Disruption Events	183
	9.	Consequences of FX Disruption Events	186
E.		GENERAL PROVISIONS	187
	10.	Accrual of Interest	187
	11.	Adjustment or early redemption following an Additional Disruption Event	187
	12.	Administrator/Benchmark Event	188
	13.	Indicative amounts	188
	14.	Events of Default	189
	15.	Agents	189
	16.	Taxation	190
	17.	Prescription	191
	18.	Replacement of Securities (other than CREST Securities)	191
	19.	Early redemption for unlawfulness or impracticability	192
	20.	Notices	192
	21.	Substitution	193
	22.	Modifications and meetings of Holders	193
	23.	Further issues	195
	24.	Purchases and cancellations	195
	25.	Governing law and jurisdiction	195
	26.	Severability	195
	27.	Contracts (Rights of Third Parties) Act 1999	195
	28.	Definitions and interpretation	196
	FORM OF FINAL TERMS	This section sets out a template for the Final Terms to be used for each specific issuance of	219
Securities.
		CLEARANCE AND SETTLEMENT	270
		This section sets out additional conditions relating to the clearing system for the Securities.
		GENERAL INFORMATION APPLICABLE TO CREST SECURITIES AND CDIs	271
		This section provides additional conditions for Securities that are CREST Securities or CDIs.
TAXATION			272
		This section sets out an overview of certain taxation considerations relating to Securities.
	PURCHASE AND SALE		277
	in certain jurisdictions.	This section sets out an overview of certain restrictions around who can purchase the Securities

		IMPORTANT LEGAL INFORMATION	289
		This section provides important legal information relating to all Securities.
	GENERAL INFORMATION		295
		This section provides certain additional information relating to all Securities.
INDEX			298

An index of all defined terms used in this Base Prospectus.

SUMMARY

Summaries are made up of disclosure requirements known as 'elements'. These elements are numbered in sections A to E (A.1 to E.7).

This summary (the "Summary") contains all the elements required to be included in a summary for these types of securities and issuer. Because some elements are not required to be addressed, there may be gaps in the numbering sequence of the elements.

Even though an element may be required to be inserted in the Summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the element. In this case a short description of the element is included in the Summary after the words 'not applicable'.

	Section A – Introduction and warnings
A.1	Introduction and warnings	This Summary should be read as an introduction to the Base Prospectus. Any decision to invest in Securities should be based on consideration of the Base Prospectus as a whole, including any information incorporated by reference, and read together with the 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 of the European Economic Area, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
		No civil liability shall attach to any responsible person solely on the basis of this Summary, including any translation thereof, unless it 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 Securities.
A.2	Consent by the Issuer to the use of prospectus in subsequent resale or final placement of Securities	[The Issuer may provide the consent to the use of the Base Prospectus and Final Terms for subsequent resale or final placement of Securities by financial intermediaries, provided that the subsequent resale or final placement of Securities by such financial intermediaries is made during the Offer Period specified below. Such consent may be subject to conditions which are relevant for the use of the Base Prospectus.]
		[[Specific] [General] consent: The Issuer consents to the use of the Base Prospectus and these Final Terms with respect to the subsequent resale or final placement of Securities (a "Public Offer") which satisfies all of the following conditions:
		(a) the Public Offer is only made in the United Kingdom; [and]
		(b) the Public Offer is only made during the period from and including [] to, but excluding, [] (the "Offer Period"); [and]
		(c) the Public Offer is only made by [] [and] [each financial intermediary whose name is published on the Issuer's website (https://home.barclays/investor-relations/fixed-income investors/prospectus-and-documents/structured-securities final-terms) and who is identified as an authorised offeror for these Securities] [any financial intermediary which (i) is authorised to make such offers under [Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended from time to time and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended),

		such term referring to the date of the United Kingdom's departure from the European Union), "MiFID")] and (ii) has published on its website that it is using the Base Prospectus in accordance with the Issuer's consent and the conditions attached thereto] ([each] an "Authorised Offeror")[.][; and] (d) []. Information on the terms and conditions of an offer by any Authorised Offeror is to be provided at the time of that offer by the Authorised Offeror.] [Not Applicable: the Issuer does not consent to the use of the Base Prospectus for subsequent resales.]
		Section B – Issuer
B.1	Legal and commercial name of the Issuer	The Securities are issued by Barclays Bank PLC (the "Issuer").
B.2	Domicile and legal form of the Issuer, legislation under which the Issuer operates and country of incorporation of the Issuer	The Issuer is a public limited company registered in England and Wales. The principal laws and legislation under which the Issuer operates are the laws of England and Wales including the Companies Act.
B.4b	Known trends affecting the Issuer and industries in which the Issuer operates	The business and earnings of the Issuer and its subsidiary undertakings (together, the "Bank Group" or "Barclays") can be affected by the fiscal or other policies and other actions of various governmental and regulatory authorities in the UK, EU, US and elsewhere, which are all subject to change, as a result, regulatory risk will remain a focus. A more intensive regulatory approach and enhanced requirements together with the uncertainty (particularly in light of the UK's withdrawal from the EU) and potential lack of international regulatory co-ordination as enhanced supervisory standards are developed and implemented may adversely affect the Bank Group's business, capital and risk management strategies and/or may result in the Bank Group deciding to modify its legal entity, capital and funding structures and business mix, or to exit certain business activities altogether or not to expand in areas despite otherwise attractive potential. Following the transfer of the assets and liabilities of the Barclays UK division from the Bank Group to Barclays Bank UK PLC and its
		subsidiary undertakings (together, the "Barclays Bank UK Group"), the Bank Group becomes less diversified than it used to be. The Bank Group no longer has recourse to the assets of the Barclays Bank UK Group. Further, relative to its parent group, the Bank Group is more focused on businesses outside the UK, more focused on wholesale businesses, more dependent on wholesale funding sources and potentially subject to different regulatory obligations. There are several other significant pieces of legislation and areas of focus which will require significant management attention, cost and resource, including:
		 Changes in prudential requirements, including the risk reduction measures package recently adopted in the EU to

		amend the Capital Requirements Directive (CRD IV) and the Bank Recovery and Resolution Directive (BRRD) which may impact minimum requirements for own funds and eligible liabilities (MREL), leverage, liquidity or funding requirements, applicable buffers and/or add-ons to such minimum requirements and risk weighted assets calculation methodologies all as may be set by international, EU or national authorities.
		The derivatives market has been the subject of particular focus for regulators in recent years across the G20 countries and beyond, with regulations introduced which require the reporting and clearing of standardised over the counter ("OTC") derivatives and the mandatory margining of non cleared OTC derivatives. Other regulations applicable to swap dealers, including those promulgated by the US Commodity Futures Trading Commission, have imposed significant costs on the Bank Group's derivatives business.
		The recast Markets in Financial Instruments Directive in Europe (MiFID II), which came into force in January 2018, has fundamentally changed the European regulatory framework entailing significant operational changes for market participants in a wide range of financial instruments as well as changes in market structures and practices.
		By virtue of the EU Benchmark Regulation, after 1 January 2020, certain Bank Group entities will not be permitted to use benchmarks unless the relevant administrator is authorised, registered or qualifies under a third party regime. This may necessitate adapting processes and systems to transition to new alternative benchmarks, which would be a very time consuming and costly process.
		Separately, the transition to risk-free rates as part of a wider benchmark reform is also expected to be impactful to the Bank Group in respect of the timing of the development of a robust risk free rate market, an unfavourable market reaction and/or inconsistencies in the adoption of products using the new risk free rates, and also in respect of the costs and uncertainties involved in managing and/or changing historical products to reference risk free rates as a result of the proposed discontinuation of certain existing benchmarks.
		The Bank Group and certain of its members are subject to supervisory stress testing exercises in a number of jurisdictions. These exercises currently include the programmes of the Bank of England, the European Banking Authority, the Federal Deposit Insurance Corporation and the Federal Reserve Board. Failure to meet requirements of regulatory stress tests, or the failure by regulators to approve the stress test results and capital plans of the Bank Group, could result in the Bank Group being required to enhance its capital position, limit capital distributions or position additional capital in specific subsidiaries.
		The introduction and implementation of Payments Service Directive 2 ("PSD2") with delivery across 2019 provides third parties and banks with opportunities to change and enhance the relationship between a customer and their bank. PSD2 will also introduce new requirements to the authentication process for a

		number of actions customers take, including ecommerce transactions. A failure to comply with PSD2 could expose the Bank Group to regulatory sanction. The changes to authentication may change the fraud environment across the industry as providers implement different approaches to comply.
B.5	Description of the group and the	The Bank Group is a major global financial services provider.
	Issuer's position within the group	The Issuer is a wholly owned direct subsidiary of Barclays PLC, which is the ultimate holding company of the Bank Group.
B.9	Profit forecast or estimate	Not Applicable: the Issuer has chosen not to include a profit forecast or estimate.
B.10	Nature of any qualifications in audit report on historical financial information	Not Applicable: the audit report on the historical financial information contains no such qualifications.
B.12 Selected key financial information; no material adverse change and significant change statements		Based on the Bank Group's audited financial information for the year ended 31 December 2018, the Bank Group had total assets of £877,700 million (2017: £1,129,343 million), total net loans and advances of £136,959 million (2017: £324,590 million), total deposits of £199,337 million (2017: £399,189 million), and total equity of £47,711 million (2017: £65,734 million) (including non-controlling interests of £2 million (2017: £1 million)). The profit before tax of the Bank Group for the year ended 31 December 2018 was £1,286 million (2017: £1,758 million) after credit impairment charges and other provisions of £643 million (2017: £1,553 million). The financial information in this paragraph is extracted from the audited consolidated financial statements of the Issuer for the year ended 31 December 2018. Not applicable: There has been no significant change in the financial or trading position of the Bank Group since 31 December 2018. There has been no material adverse change in the prospects of the Issuer since 31 December 2018.
B.13	Recent events particular to the Issuer which are materially relevant to the evaluation of Issuer's solvency	Not Applicable: there have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency.
B.14	Dependency of the Issuer on other entities within the group	The whole of the issued ordinary share capital of the Issuer is beneficially owned by Barclays PLC, which is the ultimate holding company of the Bank Group. The financial position of the Issuer is dependent on the financial position of its subsidiary undertakings.
B.15	Description of the Issuer's principal activities	The Bank Group is a transatlantic consumer and wholesale bank with global reach offering products and services across personal, corporate and investment banking, credit cards and wealth management anchored in the Bank Group's two home markets of the UK and the US. The Issuer and the Bank Group offer products and services designed for

		the Bank Group's larger corporate, wholesale and international banking clients.
B.16	Description of whether the Issuer is directly or indirectly owned or controlled and by whom and nature of such control	The whole of the issued ordinary share capital of the Issuer is beneficially owned by Barclays PLC, which is the ultimate holding company of the Issuer and its subsidiary undertakings.
B.17	Credit ratings assigned to the Issuer or its debt securities	The short-term unsecured obligations of the Issuer are rated A-1 by Standard & Poor's Credit Market Services Europe Limited, P-1 by Moody's Investors Service Ltd. and F1 by Fitch Ratings Limited and the long-term unsecured unsubordinated obligations of the Issuer are rated A by Standard & Poor's Credit Market Services Europe Limited, A2 by Moody's Investors Service Ltd. and A+ by Fitch Ratings Limited. A specific issue of Securities may be rated or unrated. Ratings: This issue of Securities will [not be rated][be rated as [] by [Fitch Ratings Limited] [Moody's Investors Service Ltd.] [Standard & Poor's Credit Market Services Europe Limited]].
		Section C - Securities
C.1 Type and class of Securities being offered and/or admitted to trading		Securities described in this Summary may be debt securities or, where the repayment terms are linked to the performance of a specified inflation index, derivative securities. Securities will bear interest at a fixed rate, a floating rate plus a fixed percentage, a rate equal to a fixed percentage minus a floating rate, a rate that is equal to the difference between two floating rates, a rate that is calculated by reference to movements in a specified inflation index, or a rate that will vary between two specified fixed rates (one of which may be zero) depending on whether the specified floating rate exceeds the specified strike rate on the relevant date of determination, may be zero coupon securities (which do not bear interest) or may apply a combination of different interest types. The type of interest (if any) payable on the Securities may be the same for all Interest Payment Dates or may be different for different Interest Payment Dates. Securities may include an option for the Issuer, at its discretion, to switch the type of interest payable on the Securities once during the term of the Securities. The amount of interest payable in respect of the Securities on an Interest Payment Date may be subject to a range accrual factor that will vary depending on the performance of a specified inflation index or one or more specified floating rates during the observation period relating to that interest payment date. Securities may include an option for the Securities to be redeemed prior to maturity at the election of the Issuer or the investor. If Securities are not redeemed early they will redeem on the Scheduled Redemption Date and the amount paid will either be a fixed redemption amount, or an amount linked to the performance of a specified inflation index. Securities may be cleared through a clearing system or uncleared and held in bearer or registered form. Certain cleared Securities may be in dematerialised and uncertificated book-entry form. Title to cleared Securities will be determined by the books of the relevant clearing system.

		Securities will be issued in one or more series (each a "Series") and each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The Securities of each Series are intended to be interchangeable with all other Securities of that Series. Each Series will be allocated a unique Series number and an identification code. The Securities are transferable obligations of the Issuer that can be bought and sold by investors in accordance with the terms and conditions set out in the Base Prospectus (the "General Conditions"), as completed by the final terms document (the "Final Terms") (the General Conditions as so completed, the "Conditions"). [Interest: [The Securities will not pay any interest.] [The interest payable in respect of the Securities will be determined by reference to [a combination of] [a fixed rate of interest/a floating rate of interest/an inverse floating rate of interest/a decompounded floating rate of interest/interest that is linked to the performance of a specified inflation index/a fixed rate of interest that will vary between two specified fixed rates (one of which may be zero) depending on whether a specified floating rate equals or exceeds a specified strike rate/a rate of interest linked to the spread between two floating rates] [,provided that the rate of interest may be switched at the option of the Issuer to [a combination of] [a fixed rate of interest/a floating rate of interest/an inverse floating rate of interest/ a decompounded floating rate of interest/ a rate of interest linked to the spread between two floating rates.] [The amount of interest payable in respect of a security for an interest calculation period will be determined by multiplying the interest calculation amount of such security by the applicable interest rate and day count fraction[, and then multiplying the resultant amount by the range accrual factor for that interest calculation period.]] Call or Put option: [Not applicable] [Securities may be redeemed before the Scheduled Redemption Date at the option of [the Issuer on the following date[s]: []] [and] [the Holder on the following date[s]: [ ]]. Final redemption: The final redemption amount will be [determined by reference to the [] Index] [[] per cent. of [] (the Calculation Amount)]. Form: [The Securities will initially be issued in [global] [bearer] [registered] form.] [The Securities will be issued in definitive registered form.] [The Securities will be issued in dematerialised uncertificated book-entry form.] [Interests in the Securities will be constituted through the issuance of dematerialised depository interests ("CDIs"), issued, held, settled and transferred through Euroclear UK & Ireland Limited (formerly known as CRESTCO Limited) ("CREST").] Identification: Series number: []; Tranche number: [] Identification codes: ISIN Code: [  ]; Common Code: [  ] Valorennumber: []] []. Governing law: The Securities will be governed by English law. Securities may provide that all amounts of interest and principal
C.2	Currency	Subject to compliance with all applicable laws, regulations and directives, Securities may be issued in any currency. The terms of
		payable in respect of such Securities will be paid in a settlement currency other than the currency in which they are denominated, with such payments being converted into the settlement currency at the

		prevailing exchange rate as determined by the Determination Agent.
		The Securities will be denominated in [pounds sterling ("GBP")] [Euro ("EUR")] [United States dollars ("USD")] []. All amounts of interest and principal payable in respect of the Securities will be paid in [pounds sterling ("GBP")] [Euro ("EUR")] [United States dollars ("USD")] [], with such payments being converted from [GBP] [EUR] [USD] [] into [GBP] [EUR] [USD] [] at the prevailing exchange rate as determined by the Determination Agent.
C.5	Description of restrictions on free transferability of the Securities	Securities are offered and sold outside the United States to non-U.S. persons in reliance on Regulation S and must comply with transfer restrictions with respect to the United States.
		Securities held in a clearing system will be transferred in accordance with the rules, procedures and regulations of that clearing system.
		Subject to the above, the Securities will be freely transferable.
C.8	Description of rights attached to the Securities including ranking	Rights: Each Security includes a right to a potential return of interest and amount payable on redemption together with certain ancillary rights such as the right to receive notice of certain determinations and events and the right to vote on future amendments.
	and limitations to those rights	Price: Securities will be issued at a price and in such denominations as agreed between the Issuer and the relevant dealer(s) and/or manager(s) at the time of issuance. The minimum denomination will be the Calculation Amount in respect of which interest and redemption amounts will be calculated. The issue price of the Securities is [] per cent. The [minimum] denomination of a Security is [  ] (the "Calculation Amount").
		Taxation: All payments in respect of the Securities shall be made without withholding or deduction for or on account of any UK taxes unless such withholding or deduction is required by law. In the event that any such withholding or deduction is required by law, the Issuer will, unless 'Taxation Gross Up' is specified as 'Not Applicable' in the Final Terms and otherwise save in limited circumstances, pay additional amounts to cover the amounts so withheld or deducted. If 'Taxation Gross Up' is specified as 'Not Applicable' in the Final Terms the Issuer will not pay additional amounts to cover the amounts so withheld or deducted.
		Events of default: If the Issuer fails to make any payment due under the Securities or breaches any other term and condition of the Securities in a way that is materially prejudicial to the interests of the Holders (and such failure is not remedied within 30 days, or, in the case of interest, 14 days), or the Issuer is subject to a winding-up order, then (subject, in the case of interest, to the Issuer being prevented from payment for a mandatory provision of law) the Securities will become immediately due and payable, upon notice being given by the Holder.
		Ranking: The Securities are direct, unsubordinated and unsecured obligations of the Issuer and rank equally among themselves.
		Limitations to rights: Notwithstanding that the Securities are linked to the performance of the underlying asset(s), Holders do not have any rights in respect of the underlying assets. The terms and conditions of the Securities contain provisions for calling meetings of Holders to consider matters affecting their interests generally and these provisions permit defined majorities to bind all Holders, including all Holders who

		voted in a manner contrary to the majority. Furthermore, in certain circumstances, the Issuer may amend the terms and conditions of the Securities, without the Holders' consent. The terms and conditions of the Securities permit the Issuer and the Determination Agent (as the case may be), on the occurrence of certain events and in certain circumstances, without the Holders' consent, to make adjustments to the terms and conditions of the Securities, to redeem the Securities prior to maturity, (where applicable) to postpone valuation of the underlying asset(s) or scheduled payments under the Securities, to change the currency in which the Securities are denominated, to substitute the Issuer with another permitted entity subject to certain conditions, and to take certain other actions with regard to the Securities and the underlying asset(s) (if any).
C.9	Interest/ Redemption	Interest: In respect of each interest calculation period, Securities may or may not bear interest. For each interest calculation period in respect of which the Securities bear interest, interest will accrue at one of the following rates: a fixed rate, a floating rate plus a fixed percentage, a rate equal to a fixed percentage minus a floating rate, a rate that is equal to the difference between two floating rates, a rate that is calculated by reference to movements in a specified inflation index, a rate that will vary between two specified fixed rates (one of which may be zero) depending on whether the specified floating rate exceeds a specified level on the relevant date of determination, or a rate that is decompounded floating rate. Securities may include an option for the Issuer, at its discretion, to switch the type of interest payable on the Securities once during the term of the Securities (the "Switch Option"). Securities may also include an option for the Holder representing 100% of the Aggregate Nominal Amount (or of the outstanding number, as applicable) to convert any existing type of interest payable on the Securities to fixed rate interest (the "Conversion Option"). The amount of interest payable in respect of the Securities on an Interest Payment Date may also be subject to a range accrual factor that will vary depending on the performance of a specified inflation index or one or more specified floating rates, as described in 'Range Accrual Factor' below (the "Range Accrual Factor").
		Final Redemption: The amount payable on final redemption of the Securities will either be fixed at a percentage of the Calculation Amount of the Securities, or may reference the Calculation Amount of the Securities (being the minimum denomination of the Securities) as adjusted upwards or downwards to account for movements in an inflation index. Settlement procedures will depend on the clearing system for the Securities and local practices in the jurisdiction of the investor.
		Optional Early Redemption: Certain Securities may be redeemed earlier than the Scheduled Redemption Date following the exercise of a call option by the Issuer or the exercise of a put option by a Holder of the Securities.
		[[Mandatory] Early Redemption: Securities may also be redeemed earlier than the Scheduled Redemption Date if performance of the Issuer's obligations becomes illegal, if the Determination Agent so determines, following cessation of publication of an inflation index, or following [the occurrence of a change in applicable law,] [a currency disruption] [or] [a tax event affecting the Issuer's ability to fulfil its obligations under the Securities].]
		Indicative amounts: If the Securities are being offered by way of a Public Offer and any specified product values below are not fixed or

	determined at the commencement of the Public Offer (including any amount, level, percentage, price, rate or other value in relation to the terms of the Securities which has not been fixed or determined by the commencement of the Public Offer), these specified product values will specify an indicative amount, an indicative minimum amount, an indicative maximum amount or any combination thereof. In such case, the relevant specified product value(s) shall be the value determined based on market conditions by the Issuer on or around the end of the Public Offer. Notice of the relevant specified product value will be published prior to the Issue Date.
	[INTEREST
	[Fixed Rate Interest. [Each] [If the Switch Option is exercised, each] [During the life of the Securities or, if the Switch Option is exercised, until the Switch Date following exercise of the Switch Option, each] [For the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment Date falling in [], each] Security will bear interest [(subject to the application of the Range Accrual Factor as described below)] [from [ ] [the interest calculation period beginning on or nearest the Switch Date]] at [a rate of []%] [the rate specified below under the heading 'Fixed Rate(%)'] per annum payable at the end of each interest calculation period on [[] in each year] [each date specified below under the heading 'Interest Payment Date(s)'] [falling after the Switch Date] (each, an "Interest Payment Date").]
	[Interest Payment Date:]	[Fixed Rate(%):]
	[  ] [[  ] business days after each interest determination date]	[]
	This is not an indication of future yield.]	[Indication of yield. The yield for Securities that pay only fixed rate interest will be [] on the Issue Date and will be calculated on the basis of the compound annual rate of return if the relevant Securities were to be purchased at the Issue Price on the Issue Date and held to maturity.
	Payment Date").	[Floating Rate Interest. [Each] [If the Switch Option is exercised, each] [During the life of the Securities or, if the Switch Option is exercised, until the Switch Date following exercise of the Switch Option, each] [For the period from and including [the Issue Date/the Interest Payment Date falling in [ ]] to but excluding the Interest Payment Date falling in [], each] Security will bear interest [from [] [the interest calculation period beginning on or nearest the Switch Date]] and will pay an amount of interest [(subject to the application of the Range Accrual Factor as described below)] linked to the Floating Rate (as defined below) at the end of each interest calculation period on [[] in each year] [each date specified below under the heading 'Interest
	Payment Date(s)'] [falling after the Switch Date] (each, an "Interest [The applicable rate of interest ("Rate of Interest") will be [equal to the Floating Rate] [calculated by multiplying the Floating Rate by [the number set out under the heading 'Participation' below] []] [and then adding [the relevant percentage specified below under the heading 'Spread(%)' below] [[  ]%] [, provided that such rate shall not be [greater than [the percentage set out under the heading 'Cap(%)' below] [[]%] [the Curve Cap Rate (as defined below)]] [or] [less than [the relevant percentage specified under the heading 'Floor(%)' below] [[

]% [zero].]
[Interest Payment Date(s):]	[Participation:]	[Spread (%):]	[Cap (%):]	[Floor (%):]
[]	[]	[]	[]	[]
["Curve Cap Rate" means a percentage determined by the Determination Agent equal to the product of [(i) [][Factor] and (ii) the sum of (a) the product of [  ][Multiplier] and the rate of the [  ][Reference Rate] and (b) [][Margin]] [(i) [][Factor] and (ii) the sum of (a) the product of [][Multiplier 1] and the rate of the [][Reference Rate 1], [minus][plus] the product of [][Multiplier 2] and the rate of the [][Reference Rate 2], and (b) [][Margin]], subject to a maximum percentage equal to [][Upper Limit].]
[the [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ mean of [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ respect of the relevant interest calculation period.]	quotation the	for [ quotations for	]  ] that  [ ]  ] that 	["Floating Rate" means [the CMS Reference Rate (as defined below)] [month/year] appears [Bloomberg Screen []] [Reuters Screen [] Page] at [] [a.m.] [p.m.] [ ] time on the date for determining the floating rate]/[the arithmetic [month/year] appears [Bloomberg Screen []] [Reuters Page [] at [] [a.m.] [p.m.] [] time on the date for determining the floating rate] [the rate of return of a daily compound interest investment (with the [daily Sterling overnight reference rate]/[the arithmetic mean of the daily rates of the day-to-day Eurozone interbank euro money market] as reference rate for calculation of interest) determined by the Determination Agent in	on on
[Inverse Floating Rate Interest. [Each] [If the Switch Option is exercised, each] [During the life of the Securities or, if the Switch Option is exercised, until the Switch Date following exercise of the Switch Option, each] [For the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment Date falling in [], each] Security will bear interest [from [] [the interest calculation period beginning on or nearest the Switch Date]] and will pay an amount of interest [(subject to the application of the Range Accrual Factor as described below)] linked to the Floating Rate (as defined below) at the end of each interest calculation period on [[] in each year] [each date specified below under the heading 'Interest Payment Date(s)'] [falling after the Switch Date] (each, an "Interest Payment Date").
specified under the heading 'Floor(%)' below] [[]% [zero].]				[The applicable rate of interest ("Rate of Interest") will be [calculated by multiplying the Floating Rate by [the number set out under the heading 'Participation' below] []] [and then deducting such rate from [the relevant percentage specified below under the heading 'Spread(%)' below] [[]%] [, provided that such rate shall not be [greater than [the percentage set out under the heading 'Cap(%)' below] [[]%] [the Curve Cap Rate (as defined below)]] [or] [less than [the relevant percentage
[Interest Payment Date(s):]	[Participation:]	[Spread (%):]	[Cap (%):]	[Floor (%):]
[] [] [] [] []
["Curve Cap	Rate"	means a	percentage	determined by Determination Agent equal to the product of [(i) [][Factor] and (ii) the sum of (a) the product of [  ][Multiplier] and the rate of the [  ][Reference Rate] and (b) [][Margin]] [(i) [][Factor] and (ii) the sum of (a) the product of [][Multiplier 1] and the rate of the [][Reference	the

Rate 1], [minus][plus] the product of [][Multiplier 2] and the rate of the [][Reference Rate 2], and (b) [][Margin]], subject to a maximum percentage equal to [][Upper Limit].]
["Floating Rate" means [the CMS Reference Rate (as defined below)] [the quotation for [ ] [month/year]  [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ ] that appears on  [Bloomberg Screen []] [Reuters Screen [] Page] at [] [a.m.] [p.m.] [ ] time on the date for determining the floating rate]/[the arithmetic mean of the quotations for [ ] [month/year]  [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ ] that appears on  [Bloomberg Screen []] [Reuters Page [] at [] [a.m.] [p.m.] [] time on the date for determining the floating rate.]
[Inflation-Linked Interest. [Each] [If the Switch Option is exercised, each] [During the life of the Securities or, if the Switch Option is exercised, until the Switch Date following exercise of the Switch Option, each] [For the period from and including [the Issue Date/the Interest Payment Date falling in [ ]] to but excluding the Interest Payment Date falling in [], each] Security will bear interest from [] at the rate equal to the level of the [] Index, [], ([Bloomberg Screen] [Reuters Screen Page] "[ ]") (the "Inflation Index") for the [[  ] nd/th/rd/st] month prior to the relevant Interest Payment Date divided by [ the level of the Index for []] [the [][nd/th/rd/st] month prior to the relevant Interest Payment Date][the Initial Valuation Date], [subtracting 1] and expressing the resulting figure as a percentage,] [multiplied by [[ ] [the number corresponding to the relevant Interest Payment Date, as specified below under the heading 'Fixed Percentage' below]] [and then [adding] [subtracting] [[[]%] [the relevant percentage specified below under the heading 'Spread(%)' below]]], which interest shall be payable at the end of each interest calculation period on [[] in each year] [each date specified below under the heading 'Interest Payment Date(s)'] (each, an "Interest Payment Date").] [, provided that such rate shall not be [greater than [[]%][the percentage set out under the heading 'Cap(%)' below] [the Curve Cap Rate (as defined below)]] [or] [less than [[]%][the relevant percentage specified under 'Floor(%)' below].
[Interest Payment [Fixed [Spread(%)] [Cap (%):] [Floor (%):] Date(s):] Percentage (%):] [] [] [] [] []
["Curve Cap Rate" means a percentage determined by the Determination Agent equal to the product of [(i) [][Factor] and (ii) the sum of (a) the product of [  ][Multiplier] and the rate of the [  ][Reference Rate] and (b) [][Margin]] [(i) [][Factor] and (ii) the sum of (a) the product of [][Multiplier 1] and the rate of the [][Reference Rate 1], [minus][plus] the product of [][Multiplier 2] and the rate of the [][Reference Rate 2], and (b) [][Margin]], subject to a maximum percentage equal to [][Upper Limit].]
[Digital Interest. [Each] [If the Switch Option is exercised, each] [During the life of the Securities or, if the Switch Option is exercised, until the Switch Date following exercise of the Switch Option, each] [For the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment Date falling in [], each] Security will bear interest payable on each date specified below under the heading 'Interest Payment Date(s)' (each, an "Interest Payment Date") at (i) [the rate specified below under the heading 'Digital Rate 1'][the Digital Rate 1 (as defined below) determined for the relevant interest payment date], if the Floating Rate on the relevant date of determination is less than the rate specified below under the

heading 'Strike', (ii) [the rate specified below under the heading 'Digital Rate 2'][the Digital Rate 2 (as defined below) determined for the relevant interest payment date], if the Floating Rate on the relevant date of determination is greater than the rate specified below under the heading 'Strike', or (iii) the greater of [the rates specified below under the headings 'Digital Rate 1' and 'Digital Rate 2'][the rate specified below under the heading 'Digital Rate 1' and the Digital Rate 2 determined for the relevant interest payment date][the Digital Rate 1 determined for the relevant interest payment date and the rate specified below under the heading 'Digital Rate 2'][the Digital Rate 1 and Digital Rate 2, each as determined for the relevant interest payment date], if the Floating Rate on the relevant date of determination is equal to the rate specified below under the heading 'Strike' [, provided that such rate shall not be [greater than [the percentage set out under the heading 'Cap(%)' below] [[]%] [the Curve Cap Rate (as defined below)]] [or] [less than [the relevant percentage specified under the heading 'Floor(%)' below] [[]% [zero].]
[Interest Payment Date(s):]	[Digital Rate 1 (%):]	[Digital Rate 2 (%):]	[Strike (%):]	[Cap (%):]	[Floor (%):]
[]	[]	[]	[]	[]	[]
["Curve [the quotations for determining the floating rate].]	Cap Rate" quotation for	means percentage equal to [][Upper Limit].] for [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ [ [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[	a percentage [  	determined ] ] that  ] ] that 	by the Determination Agent equal to the product of [(i) [][Factor] and (ii) the sum of (a) the product of [  ][Multiplier] and the rate of the [  ][Reference Rate] and (b) [][Margin]] [(i) [][Factor] and (ii) the sum of (a) the product of [][Multiplier 1] and the rate of the [][Reference Rate 1], [minus][plus] the product of [][Multiplier 2] and the rate of the [][Reference Rate 2], and (b) [][Margin]], subject to a maximum ["Digital Rate 1" means the [CMS Reference Rate (as defined below)] [month/year] appears on [Bloomberg Screen] [Reuters Screen Page] [] at [] [a.m.] [p.m.] on the date for determining the floating rate]/[the arithmetic mean of the [month/year] appears on [Bloomberg Screen] [Reuters Page] [] at [] [a.m.] [p.m.] on the date
["Digital Rate 2" means the [CMS Reference Rate (as defined below)] [the quotation for [ ] [month/year]  [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ ] that appears on  [Bloomberg Screen] [Reuters Screen Page] [] at [] [a.m.] [p.m.] on the date for determining the floating rate]/[the arithmetic mean of the quotations for [ ] [month/year]  [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ ] that appears on  [Bloomberg Screen] [Reuters Page] [] at [] [a.m.] [p.m.] on the date for determining the floating rate].]
[the mean of	quotation the	for [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ quotations [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[	[  for [	] ] that  ]  ] that 	["Floating Rate" means [the CMS Reference Rate (as defined below)] [month/year] appears on [Bloomberg Screen []] [Reuters Screen [] Page] at [] [a.m.] [p.m.] [ ] time on the date for determining the floating rate]/[the arithmetic [month/year] appears on [Bloomberg Screen []] [Reuters Page [] at [] [a.m.] [p.m.] [] time

		on the date for determining the floating rate.]
"Interest Payment Date").					[Spread-Linked Interest. [Each] [If the Switch Option is exercised, each] [During the life of the Securities or, if the Switch Option is exercised, until the Switch Date following exercise of the Switch Option, each] [For the period from and including [the Issue Date/the Interest Payment Date falling in [ ]] to but excluding the Interest Payment Date falling in [], each] Security will bear interest from [] [the interest calculation period beginning on or nearest the Switch Date] and will pay an amount of interest [(subject to the application of the Range Accrual Factor as described below)] based on the Rate of Interest (as defined below) at the end of each interest calculation period on [[] in each year] [each date specified below under the heading 'Interest Payment Date(s)'] [falling after the Switch Date] (each, an
		specified below under the heading 'Spread(%)' Accrual Factor as described below)].			The applicable rate of interest ("Rate of Interest") will be [equal to Spread-Linked Rate One(t) minus the product of the number set out under the heading 'Leverage' below and Spread-Linked Rate Two(t)] [multiplied by the number set out under the heading 'Participation' below] [and then [adding] [subtracting] the relevant percentage below / [  ]%] [, provided that such rate shall not be [greater than [the percentage set out under the heading 'Cap(%)' below / []%] [the Curve Cap Rate (as defined below)]] [or] [less than [the relevant percentage specified under 'Floor(%)' below / []% [zero]] [(subject to the application of the Range
defined of the Linked Rate One(t) (%)' below / []% [zero]].	below)] quotations	[the quotation [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ for [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ relevant percentage specified under 'Spread-Linked Rate One(t)	for [	[ ]  ] that  ]  ] that 	"Spread-Linked Rate One(t)" means [the CMS Reference Rate 1 (as [month/year] appears [Bloomberg Screen] [Reuters Screen Page] [] at [] [a.m.] [p.m.] [] time on the date for determining the floating rate]/[the arithmetic mean [month/year] appears [Bloomberg Screen] [Reuters Page] [] at [] [a.m.] [p.m.] [] time on the date for determining the floating rate] [, provided that such rate shall not be [greater than [the percentage set out under the heading 'Spread Cap (%)' below / []%] [and][or] [less than [the	on on Floor
defined of the Linked Rate Two(t) (%)' below / []% [zero]].	below)] quotations	[the quotation [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ for [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ relevant percentage specified under 'Spread-Linked Rate Two(t)	for [	[ ]  ] that  ]  ] that 	"Spread-Linked Rate Two(t)" means [the CMS Reference Rate 2 (as [month/year] appears [Bloomberg Screen] [Reuters Screen Page] [] at [] [a.m.] [p.m.] [] time on the date for determining the floating rate]/[the arithmetic mean [month/year] appears [Bloomberg Screen] [Reuters Page] [] at [] [a.m.] [p.m.] [] time on the date for determining the floating rate] [, provided that such rate shall not be [greater than [the percentage set out under the heading 'Spread Cap (%)' below / []%] [and][or] [less than [the	on on Floor
[Interest Payment Date(s):]	[Leverage:]	[Participation: ]	[Spread (%):]	[Cap (%):]	[Floor (%):]
[]	[]	[]	[]	[]	[]

[Spread Linked Rate One(t) Cap	[Spread Linked Rate Two(t) Cap	[Spread Linked Rate One(t) Floor	[Spread Linked Rate Two(t) Floor
(%):] []	(%):} []	(%):] []	(%):] []

["Curve	Cap Rate" percentage equal to [][Upper Limit].]	means	a percentage	determined	by Determination Agent equal to the product of [(i) [][Factor] and (ii) the sum of (a) the product of [  ][Multiplier] and the rate of the [  ][Reference Rate] and (b) [][Margin]] [(i) [][Factor] and (ii) the sum of (a) the product of [][Multiplier 1] and the rate of the [][Reference Rate 1], [minus][plus] the product of [][Multiplier 2] and the rate of the [][Reference Rate 2], and (b) [][Margin]], subject to a maximum	the
annual	swap	rate/quarterly	swap Time) on [] (the Interest Determination Date).]	rate/quarterly-annual	[["CMS Reference Rate" means the [swap rate/annual swap rate/semi rate/quarterly-quarterly swap rate] for swap transactions in [] (the Reference Currency) with a maturity of [] (the Designated Maturity) which appears on [] (the Relevant Screen Page) as at [] (the Relevant	swap
	["CMS Reference Rate 1"		Time) on [] (the Interest Determination Date); and		means the [swap rate/annual swap rate/semi-annual swap rate/quarterly swap rate/quarterly-annual swap rate/quarterly-quarterly swap rate] for swap transactions in [] (the Reference Currency) with a maturity of [] (the Designated Maturity) which appears on [] (the Relevant Screen Page) as at [] (the Relevant
annual	swap	rate/quarterly	swap Time) on [] (the Interest Determination Date).]]	rate/quarterly-annual	"CMS Reference Rate 2" means the [swap rate/annual swap rate/semi rate/quarterly-quarterly swap rate] for swap transactions in [] (the Reference Currency) with a maturity of [] (the Designated Maturity) which appears on [] (the Relevant Screen Page) as at [] (the Relevant	swap
	Date] (each, an "Interest Payment Date").				[Decompounded Floating Rate Interest. [Each] [If the Switch Option is exercised, each] [During the life of the Securities or, if the Switch Option is exercised, until the Switch Date following exercise of the Switch Option, each] [For the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment Date falling in [], each] Security will bear interest from [] [the interest calculation period beginning on or nearest the Switch Date] and will pay an amount of interest [(subject to the application of the Range Accrual Factor as described below)] based on the Rate of Interest (as defined below) at the end of each interest calculation period on [[] in each year] [each date specified below under the heading 'Interest Payment Date(s)'] [falling after the Switch
				the application of the Range Accrual Factor as described below)].	The applicable rate of interest ("Rate of Interest") will be equal to a decompounded rate of interest, calculated as the product of (A) the Compounding Period Number, multiplied by (B) the difference between (x) the result of raising (aa) the sum of one plus [(I) the lesser of the Decompounded Cap and (II)] the Floating Rate [plus the relevant percentage specified below under the heading 'Spread (%)'], to the power of (bb) the quotient of 1 divided by the Compounding Period Number, minus (y) one[, provided that such rate shall not be [greater than [the percentage set out under the heading 'Cap(%)' below / []%] [the Curve Cap Rate (as defined below)]] [or] [less than [the relevant percentage specified under 'Floor(%)' below / []% [zero]] [(subject to

[Interest	[Compoundin	[Decompound	[Spread (%):]	[Cap (%):]	[Floor (%):]
Payment Date(s):]	g Period Number:]	ed Cap:]
[]	[]	[]	[]	[]	[]
["Curve percentage equal to [][Upper Limit].]	Cap Rate"	means	a percentage	determined	by Determination Agent equal to the product of [(i) [][Factor] and (ii) the sum of (a) the product of [  ][Multiplier] and the rate of the [  ][Reference Rate] and (b) [][Margin]] [(i) [][Factor] and (ii) the sum of (a) the product of [][Multiplier 1] and the rate of the [][Reference Rate 1], [minus][plus] the product of [][Multiplier 2] and the rate of the [][Reference Rate 2], and (b) [][Margin]], subject to a maximum	the
annual Time) on [] (the Interest Determination Date).]	swap	rate/quarterly	swap	rate/quarterly-annual	[["CMS Reference Rate" means the [swap rate/annual swap rate/semi rate/quarterly-quarterly swap rate] for swap transactions in [] (the Reference Currency) with a maturity of [] (the Designated Maturity) which appears on [] (the Relevant Screen Page) as at [] (the Relevant	swap
[the [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ mean of [LIBOR]/[EURIBOR]/[EONIA]/[SONIA]/[ on the date for determining the floating rate.]	quotation the	for quotations	[  for [	] ] that  ]  ] that 	["Floating Rate" means [the CMS Reference Rate (as defined above)] [month/year] appears [Bloomberg Screen []] [Reuters Screen [] Page] at [] [a.m.] [p.m.] [ ] time on the date for determining the floating rate]/[the arithmetic [month/year] appears [Bloomberg Screen []] [Reuters Page [] at [] [a.m.] [p.m.] [] time	on on
calculation period.					[Range Accrual Factor. The amount of interest payable in respect of [each interest calculation period [prior to/following the exercise of the Switch Option]][the following interest period[s]: [  ]] will be determined in accordance with [Fixed Rate Interest] [Floating Rate Interest] [Inverse Floating Rate Interest] [Spread-Linked Interest] [Decompounded Floating Rate Interest] above, and then multiplying the resultant amount by the Range Accrual Factor for that interest
the total number of observation dates in the observation period.					[If Range Accrual Floating Rate is applicable: The "Range Accrual Factor" with respect to any interest calculation period will be the fraction equal to the number of observation dates in the observation period on which the 'Accrual Condition' has been satisfied divided by
					The 'Accrual Condition' will be satisfied on any observation date in the relevant observation period on which [if Single Rate Range Accrual is applicable: the Range Accrual Floating Rate 1 on such observation date is greater than or equal to [Lower Barrier] and less than or equal to [Upper Barrier]] [if Spread Range Accrual is applicable: the Range Accrual Floating Rate 1 minus the Range Accrual Floating Rate 2, in each case on such observation date is greater than or equal to [Lower Barrier] and less than or equal to [Upper Barrier]] [if Dual Rate Range Accrual is applicable: each of (i) the Range Accrual Floating Rate 1 on such observation date is greater than or equal to [Lower Barrier 1] and less than or equal to [Upper Barrier 1] and (ii) Range Accrual Floating Rate 2 on such observation date is greater than or equal to [Lower Barrier 2] and less than or equal to [Upper Barrier 2]] [if Dual Spread Range Accrual is applicable: each of (i) the Range Accrual Floating Rate 1 minus the Range Accrual Floating Rate 2, in each case on such

			[Lower Barrier 2] less than or equal to [Upper Barrier 2]].	observation date is greater than or equal to [Lower Barrier 1] and less than or equal to [Upper Barrier 1] and (ii) the Range Accrual Floating Rate 3, in each case on such observation date, is greater than or equal to The [Range Accrual Floating Rate 1] [Range Accrual Floating Rate 2] [and/or] [Range Accrual Floating Rate 3] for each observation date during the observation period relating to the relevant Interest Payment Date will be the [offered quotation (expressed as a percentage rate per
	Floating Rate 2] [and/or] [and/or] [Range Accrual Floating Rate 3] Floating Rate 2 only, multiplied by []]:			annum) for the [Range Accrual Floating Rate 1] [Range Accrual [Range Accrual Floating Rate 3] as applicable, of the relevant Designated Maturity] [Specified Swap Rate for swap transactions in the Reference Currency with a maturity of the Designated Maturity (expressed as a percentage rate per annum) for the [Range Accrual Floating Rate 1] [Range Accrual Floating Rate 2] as applicable] which appear[s], on the Relevant Screen Page as of the Relevant Time, each as specified in the table below[, and, with respect to the Range Accrual
Range Accrual Floating Rate	Relevant Screen Page	Relevant Time	Designated Maturity	Reference Currency
[Range Accrual Floating Rate 1]	[]	[]
[Range Accrual	[]	[]
Floating Rate 2] [Range Accrual	[]	[]
Floating Rate 3]

[Interest Payment Date(s)/Interest Observation Date(s):]	Lower Barrier [1]:	Upper Barrier [1]:	[Lower Barrier 2:]	[Upper Barrier 2:]
[]	[]	[]	[]	[]
	of months in the observation period. Barrier] and less than or equal to the [Upper Barrier].			If Range Accrual Inflation Performance is applicable: The "Range Accrual Factor" with respect to any Interest Payment Date will be the fraction equal to the number of months in the observation period on which the Accrual Condition has been satisfied divided by the number The Accrual Condition will be satisfied on any monthly observation date during the [ ] [month] [period] [ending on the] [][nd/rd/th] month prior to the relevant Interest Payment Date on which the Range Accrual Inflation Performance is greater than or equal to the [Lower
	observation date falls, and subtracting 1.]]			The "Range Accrual Inflation Performance" in respect of a monthly observation date will be a number determined by the Determination Agent by dividing (i) the level of the [] Index, [], ([Bloomberg Screen] [Reuters Screen Page] "[]") (the "Inflation Index") for the month in which such observation date falls by (ii) the level of the Inflation Index for the 12th month prior to the month in which such
				["Switch Option". The Issuer may at its option, elect to switch the type of interest payable in respect of the Securities from [a combination of] [Fixed Rate Interest] [Floating Rate Interest] [Inverse Floating Rate Interest] [Digital Interest] [Inflation-Linked Interest] [Spread-Linked Interest] [Decompounded Floating Rate Interest] [subject to the Range Accrual Factor] to [a combination of] [Fixed Rate Interest] [Floating Rate Interest] [Inverse Floating Rate Interest] [Decompounded Floating Rate Interest] [Digital Interest] [Inflation-Linked Interest] [Spread-

Linked Interest] [subject to the Range Accrual Factor] by giving a minimum of [] business days' notice to Holders on any business day falling in [one of] the Switch Exercise Period[s] specified below (the "Switch Option"). The Switch Option shall take effect from the Interest Payment Date (the "Switch Date") applicable to the Switch Exercise Period.
Switch Exercise Period (each date inclusive): Interest Payment Date: [] to [] []
Upon exercise of the Switch Option, the Securities will (i) no longer bear interest as described by [the first combination of] [Fixed Rate Interest] [Floating Rate Interest] [Inverse Floating Rate Interest] [Decompounded Floating Rate Interest] [Digital Interest] [Inflation Linked Interest] [Spread-Linked Interest] [and the relevant Range Accrual Factor(s)] above as at (but excluding) the last day of the interest calculation period ending on or nearest to the Switch Date and (ii) bear interest as described by [the second combination of] [Fixed Rate Interest] [Floating Rate Interest] [Inverse Floating Rate Interest] [Decompounded Floating Rate Interest] [Digital Interest] [Inflation Linked Interest] [Spread-Linked Interest] [and the relevant Range Accrual Factor(s)] above from (and including) the interest calculation period beginning on or nearest to the Switch Date.
If the Switch Option is not exercised by the Issuer, the Securities will continue to bear interest as described by [the first combination of] [Fixed Rate Interest] [Floating Rate Interest] [Inverse Floating Rate Interest] [Decompounded Floating Rate Interest] [Digital Interest] [Inflation-Linked Interest] [Spread-Linked Interest] [and the relevant Range Accrual Factor(s)] above.]
["Zero Coupon": [Each] [If the Switch Option is exercised, each] [During the life of the Securities or, if the Switch Option is exercised, until the Switch Date following exercise of the Switch Option, each] [For the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment Date falling in [], each] Security will not bear any amount of interest unless any principal becomes overdue (in which case the rate of interest shall be equal to []) [from [] [the interest calculation period beginning on or nearest the Switch Date]].]
["Global Floor":If the the Determination Agent determines that the aggregate of the interest amounts paid and payable in respect of each Security in respect of each Interest Payment Date over the term of the Securities (including any interest amount payable on the Interest Payment Date falling on (or around) the Maturity Date) (such aggregate amount, the "Aggregate Interest Amount"), is less than the Global Floor, then the Issuer shall pay the Additional Interest Amount in respect of each Security on the Maturity Date. The Additional Interest Amount shall be paid in addition to the interest amount (if any) payable on the Interest Payment Date falling on (or around) the Maturity Date.
The "Additional Interest Amount" is an amount equal to the Global Floor minus the Aggregate Interest Amount.
The "Global Floor" is an amount equal to the Calculation Amount multiplied by []%.]
[Conversion Option: On any Option Exercise Business Day during the term of the Securities, the Holder representing 100% of the Aggregate Nominal Amount (or of the outstanding number, as applicable) of the

	Securities may notify the Issuer in accordance with the terms and conditions that the Holder(s) intends to exercise the Conversion Option in relation to the current Interest Calculation Period and/or one or more future Interest Calculation Periods (collectively, the "Conversion Period"). To be valid, any such notice of exercise must strictly comply with the requirements set out in the terms and conditions including in relation to the specified content of the notice and the deadlines by which the Determination Agent must acknowledge receipt of the notice. If the notice is valid, the Determination Agent will provide the exercising Holder with a quote of the proposed fixed rate of interest and other relevant terms that would apply in respect of the Conversion Period if the Conversion Option is exercised. If the quoted fixed rate and other related terms are agreed (including any subsequent quoted fixed rate and other related terms if the initial quote is not immediately accepted) as confirmed by the Determination Agent to the exercising Holder, then the Conversion Option will have been validly exercised. The effect of a valid exercise of the Conversion Option is that, without any further formality or notification, in respect of each Interest Calculation Period included in the Conversion Period, the Type of Interest will be deemed to change to 'Fixed Rate Interest' and the Interest Amount calculated accordingly. Also, if 'Global Floor' is applicable in respect of the Securities, the exercising Holder may agree on exercise of the Conversion Option to make it not applicable. As soon as reasonably practicable upon a valid exercise or an invalid exercise (as applicable) of the Conversion Option, the Issuer shall notify the Issue and Paying Agent and the Holder(s) thereof.
	A valid notice of exercise of the Conversion Option may not be delivered by the Holder(s) more than [] times during the term of the Securities, and a valid notice is irrevocable. Due delivery of the notice of exercise of the Conversion Option and the making of an acknowledgment by the Determination Agent will be at the risk of the Exercising Holder.
	"Option Exercise Business Day" means any day (other than a Saturday or Sunday) on which foreign exchange markets and commercial banks settle payments and are open for general business in [].]
	[All amounts of interest payable in respect of the Securities will be paid in [GBP] [EUR] [USD] [], with such payments being converted from [GBP] [EUR] [USD] [] into [GBP] [EUR] [USD] [] at the prevailing exchange rate as determined by the Determination Agent.]
	FINAL REDEMPTION
	The Securities are scheduled to redeem on [] by payment by the Issuer of an amount in [GBP] [EUR] [USD] [] equal to [] multiplied by [[ ]%]/[whichever is greater of (i) the level determined by dividing the level of the [Inflation Index]/[] Index, [], ([Bloomberg Screen []] [Reuters Screen [] Page] "[]") [(the "Inflation Index")] for [] by the level of the Inflation Index for [] and (ii) []%].
	[The amount payable on redemption of the Securities will be paid in [GBP] [EUR] [USD] [], with such payment being converted from [GBP] [EUR] [USD] [] into [GBP] [EUR] [USD] [] at the prevailing exchange rate as determined by the Determination Agent.]
	OPTIONAL EARLY REDEMPTION
	[These Securities cannot be redeemed early at the option of the Issuer or the Holder.]

		[Call Option: The Issuer may elect to redeem all of the Securities before the Scheduled Redemption Date by giving a minimum of [] business days' notice to the Holders, which notice may be given on any business day falling within the period from and including [], to and including []] [falling within each period specified below under the heading 'Issuer Option Exercise Period'] ([the] [each, an] "Issuer Option Exercise Period"). The Securities will be redeemed by payment of an amount per [] equal to []%] [the percentage specified below under the heading 'Early Redemption Percentage'] multiplied by [ ] on []] [the relevant Optional Cash Redemption Date specified below under the heading 'Optional Cash Redemption Date'] (the "Optional Cash Redemption Date").]
		[Issuer Option Exercise [Optional Cash Redemption Period (each date inclusive):] Date:] [] to [] []	Early Redemption Percentage (%) []
		If the option to redeem the Securities is not exercised by the Issuer then the Securities will be redeemed on the Scheduled Redemption Date.]
		[Put Option: A Holder may elect to redeem a Security before the Scheduled Redemption Date [by giving a minimum of [15]/[] business days' notice to the Issuer, which notice may be given on any business day [falling within the period from and including [] to and including [ ]] [falling within each period specified below under the heading 'Put Option Exercise Period'] ([the] [each, a] "Put Option Exercise Period"). The relevant Securities will be redeemed by payment of an amount per [] equal to [[]%] [the percentage specified below under the heading 'Early Redemption Percentage'] multiplied by [] on [] [the relevant Optional Cash Redemption Date specified below under the heading 'Optional Cash Redemption Date'] (the "Optional Cash Redemption Date").]
		[Put Option Exercise Period [Optional Cash Redemption (each date inclusive):] Date:] [] to [] []	[Early Redemption Percentage (%)] []
		If the option to redeem a Security is not exercised by the Holder then the Security will be redeemed on the Scheduled Redemption Date.]
		[The amount payable on an optional early redemption of the Securities will be paid in [GBP] [EUR] [USD] [], with such payment being converted from [GBP] [EUR] [USD] [] into [GBP] [EUR] [USD] [] at the prevailing exchange rate as determined by the Determination Agent.]
C.10	Derivative component in the interest payment	[The amount of interest payable on each Interest Payment Date will be calculated by reference to movements in the Inflation Index. The fixed spread will be []%. The participation will be []. The applicable rate of interest will be determined by dividing the level of the Inflation Index for the [][nd/th/rd/st] month prior to the relevant Interest Payment Date by the level of the Inflation Index for the reference month falling twelve months prior to such month, subtracting 1 (expressing the result as a percentage), multiplying by the participation and then adding or subtracting the fixed spread. A decrease in the level of the Inflation Index will reduce the amount of interest payable on the Securities.] [Not applicable[, there is no derivative component in the interest payment] [, the Securities do not pay interest].]
C.11	Admission to trading	[Securities may be admitted to trading on a regulated market in the United Kingdom.]
		[Application [has been/is expected to be] made by the Issuer (or on its

		behalf) for the Securities to be admitted to trading on the [regulated market of the] [London Stock Exchange] [] with effect from [].][The [Tranche []] Securities were admitted to trading on the [London Stock Exchange] [] on or around [].] [Not Applicable: the Securities are not intended to be listed or admitted to trading.]

C.15 Description of how the value of the investment is affected by the value of the underlying		The return on, and value of, Securities that are derivative securities will be linked to the performance of a specified inflation index. In addition, any interest payments will be calculated by reference to a fixed rate and/or one or more floating rates or movements in the specified inflation index.
	instrument	[Payments of interest are calculated by reference to [a Fixed Rate of [ ]] [the Floating Rate] [Fixed Rates 1 and 2, the Floating Rate and the Spread] [Spread-Linked Rate One(t) and Spread-Linked Rate Two(t)] [movements in the Inflation Index] [and the Range Accrual Factor]. [A decrease in the level of the [Floating Rate] [Inflation Index] will reduce the amount of interest payable on the Securities.] [An increase in the level of the Floating Rate will reduce the amount of interest payable on the Securities.] [The amount of interest for a given period is however subject to a [maximum rate of []] [and a] [minimum rate of []].] [A decrease in the level of the Range Accrual Factor will reduce the amount of interest payable on the Securities.]]
		[Payments of principal are subject to adjustment by reference to movements in the Inflation Index. A decrease in the level of the Inflation Index will reduce the redemption amount payable on the Securities.]
C.16	Expiration or maturity date of the securities	Securities with repayment terms that reference the performance of a specified inflation index are scheduled to redeem on the Scheduled Redemption Date.
		[The Scheduled Redemption Date of the Securities is [].]
C.17	Settlement procedure of the derivative securities	Securities that are derivative securities will be delivered on the specified issue date either against payment of the issue price (or, in the case of Securities having a settlement currency different from the currency of denomination, the settlement currency equivalent of the issue price) or free of payment of the issue price of the Securities. The Securities may be cleared and settled through Euroclear Bank S.A./N.V., Clearstream Banking société anonyme or, CREST. [Securities will be delivered on [  ] (the "Issue Date") [against payment] [free of payment] of the issue price of the Securities.] [The Securities will be cleared and settled through [Euroclear Bank S.A./N.V.] [Clearstream Banking société anonyme] [CREST] [].] [Interests in the Securities will be constituted through the issuance of
		CDIs, issued held, settled and transferred through CREST, representing interests in the Securities underlying the CDIs. CDIs are independent securities under English law and will be issued by []. Holders of CDIs will not be entitled to deal in the Securities directly and all dealings in the Securities must be effected through CREST in relation to the holding of CDIs.]
C.18	Description of how the return on	The value of the underlying asset to which Securities that are derivative Securities are linked will affect the interest paid and/or the amount paid

	derivative securities takes	on the Scheduled Redemption Date. Interest and any redemption amount payable will be paid in cash.
	place	[Not applicable: the Securities are not derivative securities.]
		[Payments of interest are subject to adjustment by reference to movements in the Inflation Index. [[The amount of interest payable to Holders on each Interest Payment Date will be determined by multiplying a specified fixed percentage [for the relevant Interest Payment Date] by an amount equal to the level of the Inflation Index for the [][nd/th/rd/st] month prior to the relevant Interest Payment Date divided by the level of the Inflation Index for [].][The amount of interest payable to Holders on each Interest Payment Date will be adjusted by an amount determined by dividing the level of the Inflation Index for the [][nd/th/rd/st] month prior to the relevant Interest Payment Date by the level of the Inflation Index for the [][nd/th/rd/st] month prior to the relevant Interest Payment Date, subtracting 1 and expressing the resulting figure as a percentage, multiplied by a specified fixed percentage] [and then [adding][subtracting] a specified percentage, the Spread].] A decrease in the level of the Inflation Index will reduce the amount of interest payable on the Securities] [The amount of interest payable to Holders on each Interest Payment Date will be multiplied by the applicable Range Accrual Factor adjusted by an amount determined by dividing the level of the Inflation Index for the [][nd/th/rd/st] month prior to the relevant Interest Payment Date by the level of the Inflation Index for []. A decrease in the level of the Inflation Index will reduce the amount of interest payable on the Securities.]
		[Payments of principal are subject to adjustment by reference to movements in the Inflation Index. Subject to any early redemption of the Securities, the Securities will be redeemed on [] by payment by the Issuer of an amount per [] [in [GBP] [EUR] [USD] []] equal to [] multiplied by whichever is greater of the level determined by dividing the level of the Inflation Index for [] by the level of the Inflation Index for [][ and (ii) []]. A decrease in the level of the Inflation Index will reduce the redemption amount payable on the Securities.]
C.19	Final reference price of the underlying	The final level of any specified inflation index to which Securities that are derivative securities are linked will be the level for a given month that is published on a designated page on Reuters Monitor Money Rates Service (at www.reuters.com) or Bloomberg© (at www.Bloomberg.com) by the sponsor of the Inflation Index. Details of the reference month and designated page will be provided in the Final Terms. [The amount payable in respect of the Securities will be calculated by
		looking at the level of the Inflation Index at [] on [Bloomberg Screen [ ]] [Reuters Screen [] Page] as determined by the determination agent.] [Not applicable: the Securities are not derivative securities.]
C.20	Type of underlying	[The underlying asset is the Inflation Index. Information on the Inflation Index, including the level for a particular month, can be found on [Bloomberg Screen []] [Reuters Screen [] Page] [] [ and at www.[].]] [Not applicable: the Securities are not derivative securities.]
C.21	Market where Securities are traded	[Application [has been/is expected to be] made by the Issuer to list the Securities on the [official list of] the [Financial Conduct Authority] [] and admit the Securities to trading on [the regulated market of] the [London Stock Exchange][]]

		[Not Applicable: the Securities are not intended to be listed or admitted to trading.]
		Section D - Risks
D.2	Key information on the key risks that are specific to the Issuer	The risks described below are material existing and emerging risks which senior management has identified with respect to the Bank Group.
		(i) Material existing and emerging risks potentially impacting more than one principal risk
		Business conditions, general economy and geopolitical issues
		The Bank Group's business mix spreads across multiple geographies and client types. The breadth of these operations means that deterioration in the economic environment, or an increase in political instability in countries where the Bank Group is active, or in any systemically important economy, could adversely affect the Bank Group's operating performance, financial condition and prospects.
		Process of UK withdrawal from the European Union
		The uncertainty around Brexit spanned the whole of 2018, and intensified in the second half of the year. The full impact of the withdrawal may only be realised in years to come, as the economy adjusts to the new regime, but the Bank Group continues to monitor the most relevant risks, including those that may have a more immediate impact, for its business:
		 Market volatility, including in currencies and interest rates, might increase which could have an impact on the value of the Bank Group's trading book positions.
		 Potential UK financial institutions credit spread widening could lead to reduced investor appetite for the Bank Group's debt securities; this could negatively impact the cost of, and/or access to, funding.
		 A credit rating agency downgrade applied directly to the Bank Group, or indirectly as a result of a credit rating agency downgrade to the UK Government, could significantly increase the Bank Group's borrowing costs, credit spreads and materially adversely affect the Bank Group's interest margins and liquidity position.
		 Changes in the long-term outlook for UK interest rates may adversely affect pension liabilities and the market value of investments funding those liabilities;
		 Increased risk of a UK recession with lower growth, higher unemployment and falling UK house prices. This would negatively impact a number of the Bank Group's portfolios.
		 The implementation of trade and customs barriers between the UK and EU could lead to delays and increased costs in the passage of goods for corporate banking customers. This could negatively impact the levels of customer defaults and business volumes which may result in an increase in the Bank Group's impairment charges and a reduction in revenues.

	Changes to current EU "Passporting" rights may require further adjustment to the current model for the Bank Group's cross-border banking operation which could increase operational complexity and/or costs.
	The ability to attract, or prevent the departure of, qualified and skilled employees may be impacted by the UK's and the EU's future approach to the EU freedom of movement and immigration from the EU countries and this may impact the Bank's access to the EU talent pool.
	The legal framework within which the Bank Group operates could change and become more uncertain if the UK takes steps to replace or repeal certain laws currently in force, which are based on EU legislation and regulation following its withdrawal from the EU.
	Should the UK lose automatic qualification to be part of Single Euro Payments Area there could be a resultant impact on the efficiency of, and access to, European payment systems. In addition, loss of automatic qualification to the European Economic Area (EEA) or access to financial markets infrastructure could impact service provision for clients, likely resulting in reduced market share and revenue and increased operating costs for the Bank Group.
	There are certain execution risks relating to the transfer of the Bank Group's European businesses to Barclays Bank Ireland PLC.
	Interest rate rises adversely impacting credit conditions
	To the extent that central banks increase interest rates particularly in the Bank Group's main markets, in the UK and the US, there could be an impact on consumer debt affordability and corporate profitability. While interest rate rises could positively impact the Bank Group's profitability, as retail and corporate business income may increase due to margin de-compression, future interest rate increases, if larger or more frequent than expectations, could cause stress in the loan portfolio and underwriting activity of the Bank Group. Higher credit losses driving an increased impairment allowance would most notably impact retail unsecured portfolios and wholesale non- investment grade lending. Changes in interest rates could also have an adverse impact on the value of high quality liquid assets which are part of the Bank Group Treasury function's investment activity. Consequently, this could create more volatility than expected through the Bank Group's FVOCI reserves.
	Regulatory change agenda and impact on business model
	The Bank Group remains subject to ongoing significant levels of regulatory change and scrutiny in many of the countries in which it operates (including, in particular, the UK and the US). A more intensive regulatory approach and enhanced requirements together with the uncertainty (particularly in light of the UK's withdrawal from the EU) and potential lack of international regulatory co-ordination as enhanced supervisory standards are developed and implemented may adversely affect the Bank Group's business, capital and risk management strategies and/or may result in the Bank Group deciding to modify its legal entity structure, capital and funding structures and business mix, or to exit certain business activities altogether or not to

		expand in areas despite otherwise attractive potential.
	(ii)	Material existing and emerging risks impacting individual principal risks
		Credit risk:
	1.	Impairment: The introduction of the impairment requirements of IFRS 9 Financial Instruments, implemented on 1 January 2018, results in impairment loss allowances that are recognised earlier, on a more forward looking basis and on a broader scope of financial instruments than has been the case under IAS 39 and has had, and may continue to have, a material impact on the Bank Group's financial condition.
	2.	Specific sectors and concentrations: The Bank Group is subject to risks arising from changes in credit quality and recovery rate of loans and advances due from borrowers and counterparties in a specific portfolio. Any deterioration in credit quality could lead to lower recoverability and higher impairment in a specific sector.
	3.	Environmental risk: The Bank Group is exposed to credit risks arising from energy and climate change. Indirect risks may be incurred as a result of environmental issues impacting the credit worthiness of the borrower resulting in higher impairment.
	portfolios.	Market risk: An uncertain outlook for the direction of monetary policy, the US-China trade conflict, slowing global growth and political concerns in the US and Europe (including Brexit) are some of the factors that could heighten market risks for the Bank Group's
		In addition, the Bank Group's trading business is generally exposed to a prolonged period of elevated asset price volatility, particularly if it negatively affects the depth of marketplace liquidity. Such a scenario could impact the Bank Group's ability to execute client trades and may also result in lower client flow-driven income and/or market-based losses on its existing portfolio of market risks. These can include having to absorb higher hedging costs from rebalancing risks that need to be managed dynamically as market levels and their associated volatilities change.
		Treasury and capital risk: The Bank Group may not be able to achieve its business plans due to: a) inability to maintain appropriate capital ratios; b) inability to meet its obligations as they fall due; c) rating agency downgrades; d) adverse changes in foreign exchange rates on capital ratios; e) adverse movements in the pension fund; f) non-traded market risk/interest rate risk in the banking book.
		Operational risk:
		Cyber threat: The financial sector remains a primary target for cyber criminals. There is an increasing level of sophistication in both criminal and nation state hacking for the purpose of stealing money, stealing, destroying or manipulating data, and/or disrupting operations. Other events have a compounding impact on services and customers. Failure to adequately manage this threat could result in increased fraud losses, inability to perform critical economic functions, customer detriment, potential regulatory censure or penalties, legal liability,

reduction in shareholder value and reputational damage.
 Fraud: Criminals continue to adapt their techniques and are increasingly focused on targeting customers and clients through ever more sophisticated methods of social engineering. External data breaches also provide criminals with the opportunity to exploit the growing levels of compromised data. These threats could lead to customer detriment, loss of business, regulatory censure, missed business opportunity and reputational damage.
 Operational resilience: The loss of or disruption to the Bank Group's business processing is a material inherent risk theme within the Bank Group and across the financial services industry, whether arising through impacts on technology systems, real estate services, personnel availability or the support of major suppliers. Failure to build resilience into business processes or into the services of technology, real estate or suppliers on which the Bank Group business processes depend may result in significant customer detriment, costs to reimburse losses incurred by customers, potential regulatory censure or penalties, and reputational damage.
 Supplier exposure: The Bank Group depends on suppliers for the provision of many of its services and the development of technology. Failure to monitor and control the Bank Group's suppliers could potentially lead to client information or critical infrastructures not being adequately protected or available when required. Failure to adequately manage outsourcing risk could result in increased losses, inability to perform critical economic functions, customer detriment, potential regulatory censure, legal liability and reputational damages.
 Processing error: Material operational or payment errors could disadvantage the Bank Group's customers, clients or counterparties and could result in regulatory censure, legal liability, reputational damage and financial loss for the Bank Group.
 New and emerging technology: Introducing new forms of technology, however, also has the potential to increase inherent risk. Failure to evaluate, actively manage and closely monitor risk exposure during all phases of business development could lead to customer detriment, loss of business, regulatory censure, missed business opportunity and reputational damage.
 Ability to hire and retain appropriately qualified employees: Failure to attract or prevent the departure of appropriately qualified employees could negatively impact the Bank Group's financial performance, control environment and level of employee engagement. Additionally, this may result in disruption to service which could in turn lead to disenfranchising certain customer groups, customer detriment and reputational damage.
 Tax risk: There is a risk that the Bank Group could suffer losses due to additional tax charges, other financial costs or reputational damage as a result of failing to comply with such laws and practice, or by failing to manage its tax affairs in an appropriate manner, with much of this risk attributable to the international structure of the Bank Group.

 Critical accounting estimates and judgements: The preparation
of financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise judgement in applying relevant accounting policies. There is a risk that if the judgement exercised, or the estimates or assumptions used, subsequently turn out to be incorrect, this could result in significant loss to the Bank Group, beyond what was anticipated or provided for.
 Data management and information protection: The Bank Group holds and processes large volumes of data, including personally identifiable information, intellectual property, and financial data. Failure to accurately collect and maintain this data, protect it from breaches of confidentiality and interference with its availability exposes the Bank Group to the risk of loss or unavailability of data or data integrity issues. This could result in regulatory censure, legal liability and reputational damage, including the risk of substantial fines under the General Data Protection Regulation (the "GDPR"), which strengthens the data protection rights for customers and increases the accountability of the Bank Group in its management of that data.
 Unauthorised or rogue trading: Unauthorised trading, such as a large unhedged position, which arises through a failure of preventative controls or deliberate actions of the trader, may result in large financial losses for the Bank Group, loss of business, damage to investor confidence and reputational damage.
 Algorithmic trading: In some areas of the investment banking business, trading algorithms are used to price and risk manage client and principal transactions. An algorithmic error could result in increased market exposure and subsequent financial losses for the Bank Group and potential loss of business, damage to investor confidence and reputational damage.
Model risk: The Bank Group relies on models to support a broad range of business and risk management activities, including informing business decisions and strategies, measuring and limiting risk, valuing exposures, conducting stress testing, assessing capital adequacy, supporting new business acceptance and risk and reward evaluation, managing client assets, and meeting reporting requirements. Models are, by their nature, imperfect and incomplete representations of reality. Models may also be misused. Model errors or misuse may result in the Bank Group making inappropriate business decisions and being subject to financial loss, regulatory risk, reputational risk and/or inadequate capital reporting.
Conduct risk: There is the risk of detriment to customers, clients, market integrity, effective competition or the Bank Group from the inappropriate supply of financial services, including instances of wilful or negligent misconduct.
1. Ineffective product governance could lead to poor customer outcomes, regulatory sanctions, financial loss and reputational damage.
2. The Bank Group may be adversely affected if it fails to effectively mitigate the risk that third parties or its employees facilitate, or that its products and services are used to facilitate financial crime. Failure to comply may lead to enforcement

		action by the Bank Group's regulators together with severe penalties, affecting the Bank Group's reputation and financial results.
		3. Failure to protect personal data can lead to potential detriment to the Bank Group's customers and clients, reputational damage, regulatory sanctions and financial loss, which under the GDPR may be substantial.
		4. Failure to meet the requirements and expectations of the UK Senior Managers Regime, Certification Regime and Conduct Rules may lead to regulatory sanctions, both for the individuals and the Bank Group.
		Reputation risk: A risk arising in one business area can have an adverse effect upon the Bank Group's overall reputation; any one transaction, investment or event that, in the perception of key stakeholders reduces their trust in the Bank Group's integrity and competence.
		The Bank Group's associations with sensitive topics and sectors have the potential to give rise to reputation risk for the Bank Group and may result in loss of business, regulatory censure and missed business opportunity.
		In addition, reputation risk has the potential to arise from operational issues or conduct matters which cause detriment to customers, clients, market integrity, effective competition or the Bank Group.
		Legal risk and legal, competition and regulatory matters: Legal disputes, regulatory investigations, fines and other sanctions relating to conduct of business and breaches of legislation and/or regulations may negatively affect the Bank Group's results, reputation and ability to conduct its business.
		The Bank Group conducts diverse activities in a highly regulated global market and therefore is exposed to the risk of fines and other sanctions. Authorities have continued to investigate past practices, pursued alleged breaches and imposed heavy penalties on financial services firms. A breach of applicable legislation and/or regulations could result in the Bank Group or its staff being subject to criminal prosecution, regulatory censure, fines and other sanctions in the jurisdictions in which it operates. Where clients, customers or other third parties are harmed by the Bank Group's conduct, this may also give rise to legal proceedings, including class actions. Other legal disputes may also arise between the Bank Group and third parties relating to matters such as breaches, enforcement of legal rights or obligations arising under contracts, statutes or common law. Adverse findings in any such matters may result in the Bank Group being liable to third parties or may result in the Bank Group's rights not being enforced as intended.
D.3	Key information on the key risks	You may lose up to the entire value of your investment in the Securities:
	that are specific to the Securities	The payment of any amount due under the Securities is dependent upon the Issuer's ability to fulfil its obligations when they fall due. The Securities are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any other deposit protection insurance scheme. Therefore, even if the relevant Securities are stated to be

	repayable at an amount that is equal to or greater than their initial purchase price, if the Issuer fails or is otherwise unable to meet its payment or delivery obligations under the Securities, you will lose some or all of your investment.
	You may also lose some or all of your entire investment if:
	 you sell your Securities prior to maturity in the secondary market (if any) at an amount that is less than the initial purchase price;
	 the Securities are redeemed early for reasons beyond the control of the Issuer (such as following [a change in applicable law,][a currency disruption] [or] [a tax event affecting the Issuer's ability to fulfil its obligations under the Securities]) and the amount paid to investors is less than the initial purchase price; or
	 the terms and conditions of the Securities are adjusted (in accordance with the terms and conditions of the Securities) with the result that the redemption amount payable to investors and/or the value of the Securities is reduced.
	[Option risk: The Securities are derivative financial instruments which may include an option right (for example, a call option or put option) and which, therefore, have many characteristics in common with options. Transactions in options (and therefore an investment in Securities including options) involve a high level of risk. Any amount received by investors in connection with the exercise of an option may be less than their initial investment and could be zero.]
	[Risk of withdrawal of the public offering: In case of a public offer, the Issuer may provide in the Final Terms that it is a condition of the offer that the Issuer may withdraw the offer for reasons beyond its control, such as extraordinary events that in the determination of the Issuer may be prejudicial to the offer. In such circumstances, the offer will be deemed to be null and void. In such case, where you have already paid or delivered subscription monies for the relevant Securities, you will be entitled to reimbursement of such amounts, but will not receive any remuneration that may have accrued in the period between their payment or delivery of subscription monies and the reimbursement of the Securities.]
	Reinvestment risk/loss of yield: Following an early redemption of the Securities for any reason, Holders may be unable to reinvest the redemption proceeds at a rate of return as high as the return on the Securities being redeemed.
	Volatile market prices: The market value of the Securities is unpredictable and may be highly volatile, as it can be affected by many unpredictable factors, including: market interest and yield rates; fluctuations in currency exchange rates; exchange controls; the time remaining until the Securities mature; economic, financial, regulatory, political, terrorist, military or other events in one or more jurisdictions; changes in laws or regulations; and the Issuer's creditworthiness or perceived creditworthiness.
	[Risks relating to digital interest: The rate of interest payable on the Securities will vary between the two specified rates (one of which may be zero) depending on the performance of the Floating Rate. The performance of floating interest rates is dependent upon a number of

factors, including supply and demand on the international money markets, which are influenced by measures taken by governments and central banks, as well as speculations and other macroeconomic factors.]
[Risks relating to Spread-Linked Interest: The rate of interest payable on the Securities will be linked to the spread of Spread-Linked Rate One(t) over Spread-Linked Rate Two(t) on the date of determination. If on such date of determination Spread-Linked Rate Two(t) is equal to or greater than Spread-Linked Rate One(t), no interest will be payable on the Securities.]
[Risks relating to Floating Rates: The performance of floating interest rates is dependent upon a number of factors, including supply and demand on the international money markets, which are influenced by measures taken by governments and central banks, as well as speculations and other macroeconomic factors. If the calculation and publication of the relevant reference rate is permanently discontinued, the determination of the reference rate in accordance with any specified alternative methodologies may result in the replacement of the relevant reference rate with another or the redemption of the Securities.]
[Risks relating to inflation indices: Investors are exposed to the performance of the Inflation Index, which may be subject to fluctuations that may not correlate with other indices and may not correlate perfectly with the rate of inflation experienced by investors in their home jurisdiction. Payments [of interest] [and] [upon redemption] will be calculated by reference to movements in the Inflation Index since []. Any such calculations may be made by reference to the Inflation Index for a month which is several months prior to the date of payment and therefore could be substantially different from the level of inflation at the time of payment on the Securities. Any information about the past performance of the Inflation Index should not be taken as an indication of how prices will change in the future. In a deflationary environment, [the interest payable may be less than the investors would have received on the fixed rate of interest that would have been applicable without any adjustments for inflation] [and] [the redemption amount may be reduced].
Upon the occurrence of certain events in relation to the Inflation Index, the Issuer or the Determination Agent may determine the level of such Inflation Index, determine a successor to a discontinued Inflation Index (save where a pre-nominated Inflation Index has been specified in the terms and conditions of the Securities and in which case the successor will be a pre-nominated Inflation Index), make changes to the level of the rebased Inflation Index, or make adjustments to the Inflation Index by reference to equivalent determinations, substitutions, changes or adjustments made in respect of the related bond specified in the terms and conditions of the Securities or the fallback bond selected by the Determination Agent. Any such event or determination may have an adverse effect on the value of the Securities. If the Determination Agent is unable to identify a successor to the discontinued Inflation Index, the Issuer will early redeem the Securities.]
[Risks relating to Securities that include an option for the Issuer to switch the method for the calculation of interest: The Securities bear interest at a rate that converts, at the option of the Issuer, from a [combination of] [fixed/floating/inverse-floating/inflation linked/digital/spread-linked/zero coupon] rate[s] to a [combination of] [fixed/floating/inverse-floating/inflation-linked/digital/spread linked/zero coupon] rate[s]. The investor will have no control over

		whether or not this option is exercised. If the Issuer elects to exercise such option, this may affect the secondary market and the market value of the Securities, as the Issuer may have converted the rate[s] because the alternative rate[s] [is/are] lower.] [Range Accrual: In addition to risks associated with the applicable rate of interest, investors will be exposed to the performance of the underlying reference rate(s) used to determine the applicable range accrual factor. It is possible that, should such underlying reference rate(s) be set outside of the relevant range on the relevant dates of observation, the amount of interest payable in respect of an interest period will be substantially reduced, and may be zero.] [Capped return: As the interest amount is subject to a cap, the return Holders may receive is limited.] [Risks relating to Securities with a settlement currency different to the currency in which they are denominated: Investors are exposed to the relative performance of the settlement currency under the Securities and the currency in which the Securities are denominated. If the value of the currency in which the Securities are denominated declines as against the value of the settlement currency, the settlement currency amounts payable to investors will be reduced.] [Risks relating to Settlement Expenses: Payments under the Securities may be subject to deduction of taxes and settlement expenses (which may comprise costs, fees, expenses or other amounts payable in
		connection with the redemption, exercise or settlement of the Securities), if applicable. Such deduction will reduce the amount payable to investors upon redemption or early redemption.]
D.6	Risk warning that investors may lose value of entire investment or part	[The capital invested in the Securities is at risk. Consequently, you may lose the value of your entire investment, or part of it.] [Not applicable: unless the Issuer fails or goes bankrupt and provided
	of it	that you hold your securities to maturity and they are not early redeemed or adjusted, your invested capital is not at risk.]
		Section E – Offer
E.2b	Reasons for offer and use of proceeds when different from making profit and/or hedging	The net proceeds from each issue of Securities will be applied by the Issuer for its general corporate purposes, which include making a profit and/or hedging certain risks. If the Issuer elects at the time of issuance of Securities to make different or more specific use of proceeds, the Issuer will describe that use in the Final Terms.
	certain risks	[Not Applicable: the net proceeds will be applied by the Issuer for making profit and/or hedging certain risks.]
		[Not applicable: the Securities have not been offered to the public.]
		[Reasons for the offer and use of proceeds: []]
E.3	Description of the terms and conditions of the	[The terms and conditions of any offer of Securities to the public may be determined by agreement between the Issuer and [  ] (the "Manager") at the time of each issue.]
	offer	[Not Applicable: the Securities have not been offered to the public.]
		[The Securities are offered subject to the following conditions:

		Offer Price: [The Issue Price] [[]% of the Issue Price] []
		Conditions to which the offer is subject: []
		Description of the application process: []
		Details of the minimum and/or maximum amount of application: [ ]
		Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: []
		Details of the method and time limits for paying up and delivering the Securities: [The period from [] until []] [the Issue Date] [the date which falls [] business days thereafter]
		Manner in and date on which results of the offer are to be made public: []
		Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: []
		Categories of Holders to which the Securities are offered and whether Tranche(s) have been reserved for certain countries: []
		Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made: [ ]
		Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: [the [initial] Authorised Offeror[(s)]] [None] []]
E.4	Description of any interest material to the issue/offer, including conflicting interests	[The relevant Manager[s] or authorised offeror(s) may be paid fees in relation to any issue or offer of Securities. Potential conflicts of interest may exist between the Issuer, Determination Agent, relevant Manager[s] or authorised offeror(s) or their affiliates (who may have interests in transactions in derivatives related to the underlying asset(s) which may, but are not intended to, adversely affect the market price, liquidity or value of the Securities) and Holders.]
		[The [Manager[s]][initial Authorised Offeror[(s)]] will be paid aggregate commissions equal to []% of the aggregate nominal amount of the Securities.] [Any [Manager(s)][Initial Authorised Offeror[(s)]] and its affiliates may be engaged, and may in the future engage, in hedging transactions with respect to the [underlying asset[s]].]
		[Not Applicable: no person involved in the issue or offer has any interest, or conflicting interest, that is material to the issue or offer of Securities.]
E.7	Estimated expenses charged to investor by issuer/offeror	[The Issuer will not charge any expenses to Holders in connection with any issue of Securities.] [Offerors may, however, charge expenses to Holders. Such expenses (if any) will be determined by agreement between the offeror and the Holders at the time of each issue.]
		[Not Applicable: [no expenses will be charged to the Holder by the issuer or the offeror[s].][the Securities have not been offered to the public.]]
		[The following estimated expenses will be charged to the Holder by the

offeror[s]: [] [fees within a range between [] and []][ (which, for
[] invested, amounts to [])].]
[Not Applicable: the Securities have not been offered to the public.]

RISK FACTORS

You should only invest in the Securities after assessing these principal risks, including any risks applicable to the relevant Underlying Asset(s). The risks described in this section can be cumulative and apply simultaneously which may unpredictably affect the Securities. Specifically, no assurance can be given as to the effect that any combination of risk factors may have on the value of and return on the Securities. The effect of any one factor may be offset or magnified by the effect of another factor. The risks below are not exhaustive and there may be additional risks and uncertainties that are not presently known to the Issuer or that the Issuer currently believes to be immaterial but that could have a material impact on the business, operations, financial condition or prospects of the Issuer or the value of and return on the Securities.

You should consider carefully the following discussion of risks to help you decide whether or not the Securities are suitable for you.

	CONTENTS OF 'RISK FACTORS'
		Page
	RISK WARNING	43
	FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS	43
	OBLIGATIONS UNDER THE SECURITIES
1	Risks associated with the Issuer's ability to fulfil its obligations under the Securities	43
	and status of the Securities
2	Regulatory bank resolution framework 44
3	Regulatory action in the event a bank or investment firm in the Group (such as the	44
	Issuer) is failing or likely to fail could materially adversely affect the value of the
	Securities
4	A downgrade of the credit rating assigned by any credit rating agency to the Issuer or,	46
	if applicable, to the Securities could adversely affect the liquidity or market value of
	the Securities. Credit ratings downgrades could occur as a result of, among other
	causes, changes in the ratings methodologies used by credit rating agencies
	FACTORS WHICH ARE MATERIAL FOR THE PURPOSES OF ASSESSING THE	47
	MARKET RISKS IN RELATION TO THE SECURITIES
5	Risks associated with the valuation of Securities 47
6	Risks associated with the liquidity of Securities and availability during an offer period 50
7	Risks associated with certain features in relation to the calculation of the interest or	52
	principal amount under the Securities
8	Risks associated with the Securities being linked to one or more Underlying Assets	55
9	Risks associated with early redemption or adjustment of the Securities56
10	Risks associated with certain other miscellaneous features and terms of the Securities,	60
	including discretions, Issuer substitution and amendments, amongst others
11	Risks associated with the 'capital protected' or 'principal protected' Securities or	63
	Securities which otherwise provide for a minimum amount to be payable on
	redemption
12	Risks associated with foreign exchange 64
13	Risks associated with Securities linked to specific types of Underlying Assets 66
14	Risks associated with discretionary powers of the Issuer and the Determination Agent,	69
	including in relation to the Issuer's hedging arrangements
15	The regulation and reform of certain published rates, indices and other values or	70
	"benchmarks" may adversely affect the value of and return on Securities linked to such
	values or benchmarks
16	Risks associated with taxation 71
17	Risks associated with the ability to enforce under the Securities 73
18	Risks associated with conflicts of interest 73

RISK WARNING

There are a number of circumstances in which you may lose some or all of your investment in the Securities.

The terms of the Securities may not provide for scheduled minimum payment of the face value or issue price of the Securities at maturity: depending on the performance of the Underlying Asset(s), you may lose some and up to all of your investment.

The payment of any amount due under the Securities is dependent upon the Issuer's ability to fulfil its obligations when they fall due. The Securities are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any other deposit protection insurance scheme. Therefore, if the Issuer fails or is otherwise unable to meet its payment obligations under the Securities, you will lose up to the entire value of your investment.

You may also lose some or all of your investment in the following circumstances:

The market price of your Securities prior to maturity may be significantly lower than the purchase price you pay for them. Consequently, if you sell your Securities before the stated scheduled redemption date, you may receive far less than your original invested amount.
Your Securities may be redeemed in certain extraordinary circumstances prior to their scheduled maturity and, in such case, the early redemption amount paid to you may be less than what you paid for the Securities – see risk factor 9 (Risks associated with early redemption or adjustment of the Securities).
The terms and conditions of your Securities may be adjusted by the Issuer or Determination Agent in certain circumstances with the effect that the amount payable to you is less than your initial investment – see risk factor 14 (Risks associated with discretionary powers of the Issuer and the Determination Agent, including in relation to the Issuer's hedging arrangements).

FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE SECURITIES

1. Risks associated with the Issuer's ability to fulfil its obligations under the Securities and status of the Securities

The Issuer is a major, global financial services company and, as such, faces a variety of risks that are substantial and inherent in its businesses, and which may affect its ability to fulfil its payment, delivery or other obligations under the relevant Securities as they fall due. These risks include liquidity risk, market risk, credit risk, operational risk, reputational risk, legal, regulatory and compliance risks, litigation and other contingent liabilities, competition risks, the financial condition of clients, customers and counterparties, adverse economic, monetary, political or legal developments, cross-border and foreign exchange risk, catastrophic events, risks from estimates and valuations and risks relating to strategy.

The Securities are direct, unsecured and unsubordinated obligations of the Issuer and will rank equally among themselves. The Securities are unsecured obligations, are not deposits and are not protected under the UK's Financial Services Compensation Scheme or any other deposit protection insurance scheme. You are therefore exposed to the creditworthiness of the Issuer and any deterioration in the Issuer's creditworthiness or perceived creditworthiness (whether measured by actual or anticipated changes in the credit ratings of the Issuer) may adversely affect the value of the Securities.

These risks are described in the section 'Risk Factors' on pages 1 to 16 of the Registration Document incorporated by reference into this document – see 'Information Incorporated by Reference'.

2. Regulatory bank resolution framework

The Banking Act provides for a regime to allow the Bank of England (or, in certain circumstances, HM Treasury) to resolve failing banks in the UK - see 'Regulatory action in the event a bank or investment firm in the Group (such as the Issuer) is failing or likely to fail could materially adversely affect the value of the Securities' below.

3. Regulatory action in the event a bank or investment firm in the Group (such as the Issuer) is failing or likely to fail could materially adversely affect the value of the Securities

This risk factor provides an overview of current risks and consequences associated with the power of regulatory agencies in the UK to take action to save failing institutions.

The majority of the requirements of the European Union Directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms of 15 May 2014, as amended ("BRRD") (including the bail-in tool) were implemented in the UK by way of amendments to the United Kingdom Banking Act 2009 (the "Banking Act"). For more information on the bail-in tool, see 'The relevant UK resolution authority may exercise the bail-in tool in respect of the Issuer and the Securities, which may result in you losing some or all of your investment'.

On 23 November 2016, the European Commission published, among other proposals, proposals to amend the BRRD. Adoption of the proposals and publication in the Official Journal is anticipated by mid-2019 but there are still a number of outstanding issues and the technical and legal translation revision process still has to take place on all the issues agreed. Therefore, it is unclear what the effect of such proposals may be on the Group, the Issuer or the Securities.

The Banking Act confers substantial powers on a number of UK authorities designed to enable them to take a range of actions in relation to UK banks or investment firms and certain of their Affiliates (currently including the Issuer) in the event a bank or investment firm in the same group is considered to be failing or likely to fail. The exercise of any of these actions in relation to the Issuer could materially adversely affect the value of the Securities.

Under the Banking Act, substantial powers are granted to the Bank of England (or, in certain circumstances, HM Treasury), in consultation with the PRA, the FCA and HM Treasury, as appropriate as part of a special resolution regime (the "SRR"). These powers enable the relevant UK resolution authority to implement resolution measures with respect to a UK bank (such as the Issuer) or investment firm and certain of its Affiliates (currently including the Issuer) (each a 'relevant entity') in circumstances in which the relevant UK resolution authority is satisfied that the resolution conditions are met. Such conditions include that a UK bank or investment firm is failing or is likely to fail to satisfy the FSMA threshold conditions for authorisation to carry on certain regulated activities (within the meaning of section 55B of the FSMA) or, in the case of a UK banking group company that is an EEA or third country institution or investment firm, that the relevant EEA or third country relevant authority is satisfied that the resolution conditions are met in respect of such entity.

The SRR consists of five stabilisation options:

(i) private sector transfer of all or part of the business or shares of the relevant entity;
(ii) transfer of all or part of the business of the relevant entity to a 'bridge bank' established by the Bank of England;
(iii) transfer to an asset management vehicle wholly or partly owned by HM Treasury or the Bank of England;
(iv) the bail-in tool (as described below); and
(v) temporary public ownership (nationalisation).

The Banking Act also provides for two new insolvency and administration procedures for relevant entities. Certain ancillary powers include the power to modify contractual arrangements in certain circumstances (which could include a variation of the terms of the Securities), powers to impose temporary suspension of payments, powers to suspend enforcement or termination rights that might be invoked as a result of the exercise of the resolution powers and powers for the relevant UK resolution authority to disapply or modify laws in the UK (with possible retrospective effect) to enable the powers under the Banking Act to be used effectively.

You should assume that, in a resolution situation, financial public support will only be available to a relevant entity as a last resort after the relevant UK resolution authorities have assessed and used, to the maximum extent practicable, the resolution tools, including the bailin tool (as described below).

The exercise of any resolution power or any suggestion of any such exercise could materially adversely affect the value of any Securities and could lead to you losing some or all of the value of your investment in the Securities.

The SRR is designed to be triggered prior to insolvency of the Issuer and you may not be able to anticipate the exercise of any resolution power (including the UK bail-in tool) by the relevant UK resolution authority.

The stabilisation options are intended to be used prior to the point at which any insolvency proceedings with respect to the relevant entity could have been initiated. The purpose of the stabilisation options is to address the situation where all or part of a business of a relevant entity has encountered, or is likely to encounter, financial difficulties, giving rise to wider public interest concerns.

Although the Banking Act provides specific conditions to the exercise of any resolution powers and, furthermore, the European Banking Authority ("EBA") guidelines published in May 2015 set out the objective elements for the resolution authorities to apply in determining whether an institution is failing or likely to fail, it is uncertain how the relevant UK resolution authority would assess such conditions in any particular pre-insolvency scenario affecting the Issuer and/or other members of the Group and in deciding whether to exercise a resolution power. The relevant UK resolution authority is also not required to provide any advance notice to you of its decision to exercise any resolution power. Therefore, you may not be able to anticipate a potential exercise of any such powers nor the potential effect of any exercise of such powers on the Issuer, the Group and the Securities.

You may have only very limited rights to challenge the exercise of any resolution powers (including the UK bail-in tool) by the relevant UK resolution authority.

You as a holder of the Securities may have only very limited rights to challenge and/or seek a suspension of any decision of the relevant UK resolution authority to exercise its resolution powers (including the UK bail-in tool) or to have that decision reviewed by a judicial or administrative process or otherwise.

The relevant UK resolution authority may exercise the bail-in tool in respect of the Issuer and the Securities, which may result in you losing some or all of your investment.

Where the relevant statutory conditions for use of the bail-in tool have been met, the relevant UK resolution authority would be expected to exercise these powers without your consent. Subject to certain exemptions set out in the BRRD (including secured liabilities, bank deposits guaranteed under an EU member state's deposit guarantee scheme, liabilities arising by virtue of the holding of client money, liabilities to other non-group banks or investment firms that have an original maturity of fewer than seven days and certain other exceptions), it is intended that all liabilities of institutions and/or their EEA parent holding companies should potentially be within scope of the bail-in tool. Accordingly, any such exercise of the bail-in tool in respect of the Issuer and the Securities may result in the cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Securities and/or the conversion of the Securities into shares or other securities or other obligations of the Issuer or another person, or any other modification or variation to the terms of the Securities.

The Banking Act specifies the order in which the bail-in tool should be applied, reflecting the hierarchy of capital instruments under the Capital Requirements Directive ("CRD IV") and otherwise respecting the hierarchy of claims in an ordinary insolvency. In addition, the bail-in tool contains an express safeguard (known as 'no creditor worse off') with the aim that shareholders and creditors do not receive a less favourable treatment than they would have received in ordinary insolvency proceedings of the relevant entity. Among other proposals, the amendments to BRRD and CRD IV Regulation proposed by the European Commission on 23 November 2016 relate to the ranking of unsecured debt instruments on insolvency hierarchy which resulted in the adoption of EU directive 2017/2399 on 12 December 2017 (the "Amendment Directive"). The Amendment Directive introduces a new layer in insolvency for ordinary, long-term, unsecured debt-instruments issued by credit institutions and financial institutions within their consolidation perimeter that are established within the EU. In the UK, the 2018 Order referred to above was published on 19 December 2018 and sets out the new insolvency hierarchy. Further, MREL, which is being implemented in the EU and the UK, will apply to EU and UK financial institutions and cover capital and debt instruments that are capable of being written-down or converted to equity in order to prevent a financial institution from failing in a crisis. The Bank of England has set interim MREL compliance dates of 1 January 2019 and 1 January 2020, and a final MREL compliance date of 1 January 2022. The other amendments to BRRD and CRD IV Regulation are still in draft form and subject to the EU legislative process, therefore it is unclear what the effect of such amendments may be on the Group, the Issuer or the Securities.

The exercise of the bail-in tool in respect of the Issuer and the Securities or any suggestion of any such exercise could materially adversely affect your rights in respect of the Securities, the price or value of your investment in the Securities and/or the ability of the Issuer to satisfy its obligations under the Securities and could lead to you losing some or all of the value of your investment in such Securities. In addition, even in circumstances where a claim for compensation is established under the 'no creditor worse off' safeguard in accordance with a valuation performed after the resolution action has been taken, it is unlikely that such compensation would be equivalent to the full losses incurred by you in the resolution and there can be no assurance that you would recover such compensation promptly.

As insured deposits are excluded from the scope of the bail-in tool and other preferred deposits (and insured deposits) rank ahead of any Securities issued by the Issuer, such Securities would be more likely to be bailed-in than certain other unsubordinated liabilities of the Issuer (such as other preferred deposits).

As part of the reforms required by the BRRD, amendments have been made to relevant legislation in the UK (including the UK Insolvency Act 1986) to establish in the insolvency hierarchy a statutory preference (i) firstly, for deposits that are insured under the UK Financial Services Compensation Scheme ('insured deposits') to rank with existing preferred claims as 'ordinary' preferred claims and (ii) secondly, for all other deposits of individuals and micro, small and medium-sized enterprises held in EEA or non-EEA branches of an EEA bank ('other preferred deposits') to rank as 'secondary' preferred claims only after the 'ordinary' preferred claims. In addition, the UK implementation of the EU Deposit Guarantee Scheme Directive increased from July 2015, the nature and quantum of insured deposits to cover a wide range of deposits, including corporate deposits (unless the depositor is a public sector body or financial institution) and some temporary high value deposits. The effect of these changes is to increase the size of the class of preferred creditors. All such preferred deposits will rank in the insolvency hierarchy ahead of all other unsecured senior creditors of the Issuer, including you as a holder of the Securities. Furthermore, insured deposits are excluded from the scope of the bail-in tool. As a result, if the UK bail-in tool were exercised by the relevant UK resolution authority, the Securities would be more likely to be bailed-in than certain other unsubordinated liabilities of the Issuer such as other preferred deposits.

4. A downgrade of the credit rating assigned by any credit rating agency to the Issuer or, if applicable, to the Securities could adversely affect the liquidity or market value of the

Securities. Credit ratings downgrades could occur as a result of, among other causes, changes in the ratings methodologies used by credit rating agencies

Tranches of Securities issued under the Programme may be rated by credit rating agencies and may in the future be rated by additional credit rating agencies, although the Issuer is under no obligation to ensure that any Securities are rated by any credit rating agency. Credit ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed in these Risk Factors and other factors that may affect the liquidity or market value of the Securities. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the credit rating agency at any time.

Any rating assigned to the Issuer and/or, if applicable, the Securities may be withdrawn entirely by a credit rating agency, may be suspended or may be lowered, if, in that credit rating agency's judgment, circumstances relating to the basis of the rating so warrant. Ratings may be impacted by a number of factors which can change over time, including the credit rating agency's assessment of: the Issuer's strategy and management's capability; the Issuer's financial condition including in respect of capital, funding and liquidity; competitive and economic conditions in the Issuer's key markets; the level of political support for the industries in which the Issuer operates; and legal and regulatory frameworks affecting the Issuer's legal structure, business activities and the rights of its creditors. The credit rating agencies may also revise the ratings methodologies applicable to issuers within a particular industry, or political or economic region. If credit rating agencies perceive there to be adverse changes in the factors affecting an Issuer's credit rating, including by virtue of changes to applicable ratings methodologies, the credit rating agencies may downgrade, suspend or withdraw the ratings assigned to an issuer and/or its securities. Revisions to ratings methodologies and actions on the Issuer's ratings by the credit rating agencies may occur in the future.

If the Issuer determines to no longer maintain one or more ratings, or if any credit rating agency withdraws, suspends or downgrades the credit ratings of the Issuer or the Securities, or if such a withdrawal, suspension or downgrade is anticipated (or any credit rating agency places the credit ratings of the Issuer or, if applicable, the Securities on 'credit watch' status in contemplation of a downgrade, suspension or withdrawal), whether as a result of the factors described above or otherwise, such event could adversely affect the liquidity or market value of the Securities (whether or not the Securities had an assigned rating prior to such event).

FACTORS WHICH ARE MATERIAL FOR THE PURPOSES OF ASSESSING THE MARKET RISKS IN RELATION TO THE SECURITIES

5. Risks associated with the valuation of Securities

5.1 The initial market value of the Securities is likely to be lower, and may be significantly lower, than the issue or initial purchase price of the Securities

The market value of the Securities is likely to be lower, and may be significantly lower, than the issue price of the Securities. In particular, the difference between the issue price and the initial market value may be a result of:

(a) where permitted by applicable law, amounts with respect to commissions relating to the issue and sale of the Securities;
(b) the estimated profit that the Issuer and its subsidiary undertakings expects to earn in connection with structuring the Securities;
(c) the estimated cost which Barclays may incur in hedging its obligations under the Securities; and
(d) development and other costs which Barclays may incur in connection with the Securities.

In relation to (a) above, if not already disclosed, information with respect to the amount of any such inducements, commissions and fees may be obtained from the Issuer or distributor upon request.

5.2 The secondary market value of the Securities will likely be lower than the original issue price of the Securities

Any secondary market prices of the Securities will likely be lower than the original issue price of the Securities because, among other things, secondary market prices (as described in risk factor 5.1 (The initial market value of the Securities is likely to be lower, and may be significantly lower, than the issue or initial purchase price of the Securities) above) will likely be reduced by selling commissions, profits and hedging and other costs that are accounted for in the original issue price of the Securities. As a result, the price, if any, at which the Manager or any other person would be willing to buy Securities from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the scheduled redemption date could result in a substantial loss to you. See the immediately following risk factor for information about additional factors that may impact any secondary market prices of the Securities.

5.3 The Securities are designed to be buy-to-hold instruments and the value and quoted price of your Securities (if any) at any time prior to redemption will reflect many factors and cannot be predicted

Generally, the market value of your Securities will be affected by the volatility, level, value or price of the Underlying Asset(s) at the time, changes in interest rates, the financial condition of the Issuer (whether such changes are actual or perceived) and credit ratings, the supply of and demand for the Securities, the time remaining until the maturity of the Securities and a number of other factors. Some of these factors are interrelated in complex ways; as a result, the effect of any one factor may be offset or magnified by the effect of another factor.

The Securities are designed to be buy-to-hold investments. The price, if any, at which you will be able to sell your Securities prior to maturity, may be substantially less than the amount you originally invested. The following paragraphs describe the manner in which the market value of the Securities may be affected in the event of a change in a specific factor, assuming all other conditions remain constant.

Performance of the Underlying Asset(s). The market value of the Securities prior to maturity or prior to the relevant exercise date or period (as applicable) will likely depend substantially on the current level of the Underlying Asset(s) relative to its initial level, value or price. If you decide to sell your Securities prior to maturity, when the current level, price or value of the Underlying Asset(s) at the time of sale is favourable relative to its initial level, value or price, you may nonetheless receive substantially less than the amount that would be payable at maturity based on that level, value or price because of expectations that the level, value or price will continue to fluctuate until the final level, value or price is determined.

The value of and return on your Securities will depend on the performance of the Underlying Asset(s). The performance of the Underlying Asset(s) may be subject to unpredictable change over time, which may depend on many factors, including financial, political, military or economic events, government actions and the actions of market participants. Any of these events could have a negative effect on the value of the Underlying Asset(s) which in turn could adversely affect the value of and return on your Securities.

See also risk factor 8 (Risks associated with the Securities being linked to one or more Underlying Assets).

Volatility of the Underlying Asset(s). Volatility is the term used to describe the size and frequency of market fluctuations. If the volatility or the expectation of volatility of the Underlying Asset(s) or its or their components changes, the market value of the Securities may be adversely affected. A higher potential coupon rate or yield may be associated with a higher expected volatility in the Underlying Asset(s) which may also be associated with a greater risk of losing some or all of your investment.

Interest rates. The market value of the Securities will likely be affected by changes in interest rates. Interest rates also may affect the economy and, in turn, the value of the Underlying Asset(s) (if any) (or its components, if any), which would affect the market value of the Securities.
Supply and demand for the Securities. In general, if the supply of the Securities increases and/or the demand for the Securities decreases, the market value of the Securities may be adversely affected. The supply of the Securities, and therefore the market value of the Securities, may be affected by inventory positions held by Barclays.
The Issuer's or the Bank Group's financial condition, credit ratings and results of operations. Actual or anticipated changes in the financial condition of the Issuer or the Bank Group, current credit ratings or results of operations may significantly affect the market value of the Securities. The significant difficulties experienced in the global financial system in recent periods and resulting lack of credit, lack of confidence in the financial sector, increased volatility in the financial markets and reduced business activity could materially and adversely affect Barclays' business, financial condition, credit ratings and results of operations. However, because the return on the Securities is dependent upon factors in addition to the Issuer's ability to pay or settle its obligations under the Securities (such as the final level, value or price of the Underlying Asset(s)), an improvement in the Issuer's financial condition, credit ratings or results of operations is not expected to have a positive effect on the proceeds paid under the Securities. These credit ratings relate only to the Issuer's creditworthiness, do not affect or enhance amounts payable under the terms of the Securities and are not indicative of the risks associated with the Securities or an investment in the Underlying Asset(s). A rating is not a recommendation to buy, sell or hold Securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
Time remaining to maturity. A 'time premium' results from uncertainty concerning the future level, value or price of the Underlying Asset(s) during the period prior to the maturity of the Securities. As the time remaining to the maturity of the Securities decreases, this time premium will likely decrease, potentially adversely affecting the market value of the Securities. As the time remaining to maturity decreases, the market value of the Securities may be less sensitive to the expected volatility in the Underlying Asset(s) – see risk factor 6.2 (Conditions of a secondary market and pricing implications associated with terminating a buy-to-hold investment early).
Events affecting or involving the Underlying Asset. Economic, financial, regulatory, geographic, judicial, political and other developments that affect the level, value or price of the Underlying Asset(s), and real or anticipated changes in those factors, also may affect the market value of the Securities. For example, for Underlying Asset(s) composed of equity securities, the financial condition and earnings results of the share issuer, and real or anticipated changes in those conditions or results, may affect the market value of the Securities. In addition, speculative trading by third parties in the Underlying Asset(s) could significantly increase or decrease the level, value or price of the Underlying Asset(s), thereby exposing the Underlying Asset(s) to additional volatility which could affect the market value of the Securities.
Exchange rates. Depending on the terms of the Securities, movements in exchange rates and the volatility of the exchange rates between the currency of denomination of the Securities and the currency of the Underlying Asset(s) (if different) may adversely affect the market value of the Securities.

Issuer call right. During any period when the Issuer may elect to redeem the Securities, and potentially prior to this period, the market value of the Securities will generally not rise above the price at which they can be redeemed.

The effect of any one or more of the factors specified above may offset the effect of the change in the market value of the Securities attributable to another factor.

These factors may affect the market price of the Securities, including any market price which you receive in any secondary market transaction, and may be: (i) different from the value of the Securities as determined by reference to Barclays' pricing models; and (ii) less than the issue price. As a result, if you sell your Securities prior to scheduled maturity, you may receive back less than your initial investment or even zero.

6. Risks associated with the liquidity of Securities and availability during an offer period

6.1 Your Securities may not have an active trading market and the Issuer may not be under any obligation to make a market or repurchase the Securities prior to redemption

You must be prepared to hold the Securities until their scheduled maturity.

The Securities may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid and you may not be able to find a buyer. Therefore, you may not be able to sell your Securities or, if you can, you may only be able to sell them at a price which is substantially less than the original purchase price.

The Issuer may list the Securities on a stock exchange but, in such case, the fact that such Securities are listed will not necessarily lead to greater liquidity. If Securities are not listed or traded on any exchange, pricing information for such Securities may be more difficult to obtain and they may be more difficult to sell.

The Issuer is under no obligation to make a market or to repurchase the Securities (subject to the next paragraph). The Issuer and any Manager may, but are not obliged to, at any time purchase Securities at any price in the open market or by tender or private agreement. Any Securities so purchased may be held or resold or surrendered for cancellation. If any Securities are redeemed in part, then the number of Securities outstanding will decrease. Any of these activities may have an adverse effect on the liquidity and/or price of the outstanding Securities in the secondary market.

Any of the Issuer or a Manager or other party may, as part of its activities as a broker and dealer in fixed income and equity securities and related products or pursuant to stock exchange listing requirements, make a secondary market in relation to any Securities and may provide an indicative bid price on a daily basis. Any indicative prices so provided shall be determined by the relevant party in its sole discretion taking into account prevailing market conditions and shall not be a representation by such party that any Securities can be purchased or sold at such prices (or at all).

However, any of these parties may suspend or terminate making a market and providing indicative prices without notice, at any time and for any reason. Consequently, there may be no market for the Securities and you should not assume that such a market will exist.

6.2 Conditions of a secondary market and pricing implications associated with terminating a buy-to-hold investment early

Where the Issuer does quote an indicative bid price for the Securities, the Issuer may determine the price in a significantly different manner than other market participants. Any price will depend on an assortment of factors including, but not limited to, (i) the creditworthiness of the Issuer, (ii) the time to maturity or expiry of the Securities, (iii) the then current funding levels of the Issuer taking into account market conditions, including the cost to replace a funding amount represented by the Securities being repurchased for a term equivalent to the time to maturity or expiry, and (iv) the value of the Underlying Asset(s) – see risk factor 5.2 (The secondary market value of the Securities will likely be lower than the original issue price of the Securities). For example, without taking into account the value of the Underlying Asset, if the Securities are due to mature in five years' time and a Holder wanted the Issuer to repurchase its holdings in those Securities, the Issuer may, among other matters, calculate what it would cost to replace the funding amount represented by the Holder's repurchase request for the remaining term of the Securities (in this example, five years). The then current market conditions affecting the Issuer's ability to borrow funds for a five-year term would influence the level of the secondary market price. The higher the current funding levels for the Issuer as compared to funding levels for a comparable term on the Issue Date, the more likely the secondary market price of the Securities would be negatively affected (without taking into consideration changes to other factors that impact the price). The lower the current funding levels for the Issuer as compared to funding levels for a similar term on the Issue Date, the more likely the secondary market price of the Securities would be positively affected (without taking into consideration changes to other factors that impact the price).

If the Issuer or Manager elects to make a secondary market, it may suspend or terminate such market at any time and impose other conditions and quote prices that may vary substantially from other market participants. For these reasons, you should not assume that a secondary market will exist, and you should be prepared to hold your Securities until their scheduled maturity. Where the Issuer or Manager elects to offer such secondary market, conditions imposed may include, but are not limited to:

(a) providing a bid/offer spread determined by the Issuer in its commercially reasonable discretion;
(b) providing the timing that any secondary market quotation will remain open, or in any event, not longer than what the Issuer considers a reasonable time;
(c) requiring that normal market and funding conditions prevail at such date; and
(d) limiting the number of Securities in respect of which it is prepared to offer such secondary market.

Any of these conditions may severely limit the availability of any such secondary market and may result in you receiving significantly less than you would otherwise receive by holding the Securities to their scheduled maturity.

6.3 Over-issuance

As part of its issuing, market-making and/or trading arrangements, the Issuer may issue more Securities than those which are to be initially subscribed or purchased by third party investors. The Issuer (or the Issuer's Affiliates) may hold such Securities for the purpose of meeting any future investor interest or to satisfy market-making requirements. You should therefore not regard the issue size of any Securities as indicative of the depth or liquidity of the market for such Securities, or of the demand for such Securities.

6.4 The Issuer may withdraw the public offer at any time

In the case of public offers, the Issuer may provide that it is a condition to the offer that the Issuer reserves the right to withdraw the offer in whole or in part at any time at the discretion of the Issuer, including for reasons beyond its control, such as extraordinary events, substantial change of the political, financial, economic, legal, monetary or market conditions at national or international level and/or adverse events regarding the financial or commercial position of the Issuer and/or other relevant events that in the determination of the Issuer may be prejudicial to the offer. In such circumstances, the offer will be deemed to be null and void. In such case, where you have already paid or delivered subscription monies for the relevant Securities, you will be entitled to reimbursement of such amounts, but will not receive any remuneration that may have accrued in the period between their payment or delivery of subscription monies and the reimbursement of the Securities.

7. Risks associated with certain features in relation to the calculation of the interest or principal amount under the Securities

7.1 Interest

The Securities may bear interest at a rate that is contingent upon the performance of one or more underlyings and may vary from one interest payment date to the next. The interest rate reflected by any given interest payment may be less than the rate that the Issuer (or any other bank or deposit-taking institution) may pay in respect of deposits for an equivalent period and the relevant interest payment may be as low as zero.

If interest payments are contingent upon the performance of one or more Underlying Assets, you should be aware of the risk that you may not receive any interest payments if the Underlying Asset(s) do not perform as anticipated. See also risk factor 7.2 (There are risks relating to interest linked to one or more Underlying Asset(s)).

The performance of floating interest rates is dependent upon a number of factors, including supply and demand on the international money markets, which are influenced by measures taken by governments and central banks, as well as speculations and other macroeconomic factors. This means that the interest amount payable over the term of the Securities may vary. If the relevant floating interest rate were to decline, the interest amount payable on the Securities would be correspondingly reduced. It is possible that the relevant floating interest rate could decline to less than zero; in that case, if such rate together with any margin under the terms of the Securities would otherwise be less than zero, under the terms and conditions of your Securities the interest amount would be deemed to be zero, and, therefore, no interest would be payable on the relevant interest payment date.

(a) Determination of a floating rate following a floating rate disruption

If, on any day on which a valuation or determination in respect of a reference rate is to be made, the relevant reference rate is not available, the Determination Agent shall determine the floating rate using one of a pre-determined set of methodologies to determine a substitute rate, which will vary depending on the designated maturity of the relevant reference rate and whether the reference rate is the Euro Overnight Index Average ("EONIA") or the Sterling Overnight Index Average ("SONIA").

For reference rates with a designated maturity of 12 months or less, the Determination Agent shall determine the floating rate using Linear Interpolation. If any of the rates to be used for Linear Interpolation is unavailable, the relevant floating rate shall be the last published offered quotation for the reference rate that appeared on the Relevant Screen Page, subject to a cut-off of five preceding business days from the relevant interest determination date. If no offered quotation is available during such five preceding business days, the relevant floating rate shall be determined using Linear Interpolation, save that the relevant interest determination date for such purpose will be deemed to be the immediately preceding business day on which the rates to be used for Linear Interpolation are both available, subject to a cutoff of five preceding business days. If any of the rates to be used for Linear Interpolation is unavailable the relevant floating rate will be some other rate determined by the Determination Agent.

For reference rates with a designated maturity of more than 12 months, the Determination Agent shall request four banks in the relevant market to provide an offered quotation for the relevant reference rate. If two or more quotations are obtained, such quotations shall be used to determine the floating rate to be used for calculating interest payable for the relevant period. If fewer than two quotations are obtained, the Determination Agent shall determine the floating rate by postponement of the interest determination date to the first business day on which the relevant reference rate is available, subject to a maximum of two business days. If the relevant reference rate remains unavailable for more than two consecutive business days, the relevant floating rate will be some other rate determined by the Determination Agent.

If the reference rate is EONIA, the Determination Agent shall determine the floating rate as the last published offered quotation for the reference rate that appeared on the Relevant Screen Page, subject to a cut-off of five preceding business days from the relevant interest determination date. If no offered quotation is available during such five preceding business days, the relevant floating rate will be some other rate determined by the Determination Agent.

If the reference rate is SONIA, the Determination Agent shall determine the floating rate as (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at the close of business on the London Business Day preceding the relevant London Business Day on which SONIA was to be determined by such number of days as specified in the Final Terms (the "Bank Rate London Business Day"); plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the five London Business Days prior to the Bank Rate London Business Day on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate. If the Determination Agent is unable to determine the floating rate in this way, the floating rate will be some other rate determined by the Determination Agent.

There is a risk that the determination of the floating rate using any of these methodologies may result in a lower interest amount payable to you than the use of other methodologies.

(b) Reference rate discontinuance

If the calculation and publication of the relevant reference rate is permanently discontinued, the Determination Agent shall determine the floating rate using alternative arrangements which will vary depending on the reference rate.

If a pre-nominated reference rate (the "Pre-nominated Index") has been specified in the Final Terms in respect of the discontinued reference rate, the Pre-nominated Index will be substituted for the discontinued reference rate for all purposes of the Securities, and the Determination Agent may adjust any variable described in this Base Prospectus (including, without limitation, any barrier to the reference rate) as, in good faith judgement of the Determination Agent, may be necessary to render the Pre-nominated Index comparable to the discontinued reference rate for the purposes of the Securities.

If a Pre-nominated Index has not been specified in the Final Terms and the reference rate is not EONIA or SONIA, the Determination Agent may identify an alternative rate that it determines represents the same or a substantially similar measure or benchmark as the relevant reference rate, and the Determination Agent may deem that rate (the "Successor Rate") to be the reference rate. If a Successor Rate is selected, that Successor Rate will be substituted for the discontinued reference rate for all purposes of the Securities, and the Determination Agent may adjust any variable described in this Base Prospectus (including, without limitation, any barrier to the reference rate), as, in the good faith judgement of the Determination Agent, may be necessary to render the Successor Rate comparable to the discontinued reference rate for purposes of the Securities. If no Successor Rate is available, then the Determination Agent will determine the floating rate on each subsequent date of determination using Linear Interpolation. If any of the rates to be used for Linear Interpolation is unavailable, or otherwise the Determination Agent does not determine the Floating Rate of interest, an Additional Disruption Event will be deemed to have occurred and the Determination Agent will adjust, redeem and/or cancel the Securities.

If the reference rate is EONIA or SONIA, the Determination Agent may identify an alternative reference rate that it determines represents the same or a substantially similar measure or benchmark as EONIA or SONIA, and the Determination Agent may deem that successor reference rate to be the reference rate. If a successor reference rate is selected, that successor reference rate will be substituted for the discontinued reference rate for all purposes of the Securities, and the Determination Agent may adjust any variable described in this Base Prospectus (including, without limitation, any barrier to the reference rate), as, in the good faith judgement of the Determination Agent, may be necessary to render the successor reference rate comparable to the discontinued reference rate for purposes of the Securities. If no successor reference rate is available, or otherwise the Determination Agent does not determine the Floating Rate of interest, an Additional Disruption Event will be deemed to have occurred and the Determination Agent will adjust, redeem and/or cancel the Securities.

Notwithstanding these alternative arrangements, the discontinuance of the relevant reference rate may adversely affect the market value of the Securities.

7.2 There are risks relating to interest linked to one or more Underlying Asset(s)

The Securities may bear interest at a rate that is contingent upon the performance of one or more Underlying Asset(s) and may vary from one interest payment date to the next. The interest rate reflected by any given interest payment may be less than the rate that the Issuer (or any other bank or deposit-taking institution) may pay in respect of fixed rate Securities for an equivalent period and the relevant interest payment may be as low as zero. If interest payments are contingent upon the performance of one or more Underlying Asset(s), you should be aware of the risk that you may not receive any interest payments if the Underlying Asset(s) do not meet the performance criteria. See also risk factor 5.3 (The Securities are designed to be buy-to-hold instruments and the value and quoted price of your Securities (if any) at any time prior to redemption will reflect many factors and cannot be predicted).

7.3 There are risks where your Securities have a 'digital' interest feature

If the Securities include a 'digital' feature, the higher pre-determined interest amount is only paid if the level, price or other applicable value of the Underlying Asset(s) on the relevant valuation date(s) meets the performance criteria; otherwise the lower predetermined interest amount (which may be zero) will be paid. It may be possible that you will not receive any interest at all for the lifetime of the Securities.

7.4 There are risks where your Securities have a 'range accrual' feature

If the Securities include a 'range accrual' feature, then interest will only be paid if the level, price or other applicable value of the Underlying Asset(s) on the relevant valuation date(s) is at or above one or more specific lower barrier(s) and, if applicable, also at or below one or more specific upper barrier(s). It is possible that such level, price or other applicable value of the Underlying Asset(s) on the relevant valuation date(s) will not be at or above the lower barrier(s) or, if applicable, not be within the range during the relevant interest determination period, and, therefore, no interest will be payable on the relevant interest payment date. This means that the amount of interest payable to you over the term of the Securities may vary and may be zero.

7.5 There are risks where your Securities have a 'leverage' feature

'Leverage' refers to the use of financial techniques to gain additional exposure to the Underlying Asset(s). A leverage feature will magnify the impact of the performance of the Underlying Asset(s) to cause a greater or lower return on the Securities than would otherwise be the case in the absence of leverage. As such, a leverage feature can magnify losses in adverse market conditions. In the terms of the Securities, the leverage feature may be referred to variously as 'Participation', 'Leverage', 'Variable', 'Factor' and 'Multiplier' or other term and the Securities will have 'leverage' where any of these factors is equal to more than 100 per cent (or 1.00). The inclusion of such a leverage feature in the Securities means that the Securities will be more speculative and riskier than in the absence of such feature, since smaller changes in the performance of the Underlying Asset(s) can reduce (or increase) the return on the Securities by more than if the Securities did not contain a leverage feature. You should be aware that a small movement in the value of the Underlying Asset(s) can have a significant effect on the value of the Securities.

7.6 There are risks where your Securities include a 'cap'

Where the terms and conditions of your Securities provide that the amount payable is subject to a pre-defined cap, your ability to participate in any positive change in the value of the Underlying Asset(s) (or any positive change in floating interest rates) will be limited, no matter how much the level, price or other value of the Underlying Asset(s) (or floating interest rates) rises above the cap level over the life of the Securities. Accordingly, the value of or return on your Securities may be significantly less than if you had purchased the Underlying Asset(s) (or invested in instruments which pay an uncapped floating rate of interest) directly.

7.7 There are risks where your Securities have a 'decompounded' floating rate feature

If the Securities include a 'decompounded' floating rate feature, the effect of the decompounding calculation is reduce the amount of interest paid to you, such that if you were to reinvest the interest proceeds at the same rate of interest, then the total return would be equal to the stated floating rate without decompounding (i.e. the compound rate). If you do not reinvest any interest amounts received or are only able to do so at a lower rate, then the total amount of interest that you receive will be lower than that under equivalent Securities without the 'decompounded' feature (e.g. a 4% per annum floating rate when decompounded into four quarterly payments totals approximately 3.9% over the course of the year).

8. Risks associated with the Securities being linked to one or more Underlying Assets

Securities linked to one or more Underlying Asset(s) have a different risk profile to other unsecured debt securities and a particular issue of Securities may have features which contain particular risks. This section describes the most common features and related additional factors which you should take into account when considering an investment in such Securities.

8.1 Past performance of an Underlying Asset(s) is not indicative of future performance

Any information about the past performance of an Underlying Asset(s) should not be regarded as indicative of any future performance of such Underlying Asset, or as an indication of the range of, or trends or fluctuations in, the price or value of such Underlying Asset(s) that may occur in the future. It is not possible to predict the future value of the Securities based on such past performance. Actual results will be different, and such differences may be material.

8.2 You will have no claim against any Underlying Asset

You will have no claim against any index sponsor or any other third party in relation to an Underlying Asset; such parties have no obligation to act in your interests.

8.3 There are certain risks if you are purchasing Securities for hedging purposes

If you are intending to purchase Securities as a hedge instrument, you should recognise the complexities of utilising Securities in this manner. Due to fluctuating supply and demand for the Securities and various other factors, there is a risk that the value of the Securities may not correlate with movements of the Underlying Asset(s), and the Securities may not be a perfect hedge for the Underlying Asset(s) or a portfolio containing the Underlying Asset(s). In addition, it may not be possible to liquidate the Securities at a level reflective of the prevailing price, level or value of the Underlying Asset(s).

8.4 There are particular risks where your Securities are linked, directly or indirectly, to Underlying Asset(s) located in or otherwise exposed to emerging markets

If your Securities are linked, directly or indirectly, to Underlying Asset(s) issued by issuers in, or comprising assets or constituents located in, emerging market jurisdictions, you should be aware that investments linked to emerging markets involve additional risks to those typically seen in more developed markets, including generally increased volatility, higher likelihood of governmental intervention and the lack of a developed system of law.

Such Securities may also be exposed to the risks of economic, social, political, financial and military conditions in such jurisdictions, including, in particular, political uncertainty and financial instability; the increased likelihood of restrictions on export or currency conversion; the greater potential for an inflationary environment; the possibility of nationalisation or confiscation of assets; the greater likelihood of regulation by national, provincial and local governments, including the imposition of currency exchange laws and taxes; less liquidity in emerging market currency markets as compared to the liquidity in developed markets and less favourable growth prospects, capital reinvestment, resources and self-sufficiency.

There is generally less publicly available information about emerging market issuers and potentially less developed accounting, auditing and financial reporting standards and requirements and securities trading rules. Furthermore, the small size of the securities markets and relative inexperience of local market participants in certain emerging market countries and the limited volume of trading in Securities may make the Underlying Asset(s) illiquid and more volatile than investments in more established markets.

Any or all of these risks may have a negative impact on the value of and return on Securities with exposure to emerging markets.

9. Risks associated with early redemption or adjustment of the Securities

9.1 If your Securities are redeemed early, you may suffer potential loss of some or all of your investment, loss of opportunity and reinvestment risk

The Securities may be redeemed prior to their scheduled redemption date, and you are therefore subject to the following risks:

risk of loss of investment: depending on the circumstance in which your Securities are redeemed prior to their scheduled redemption date, the amount of redemption proceeds you receive may be less than your original investment (see below and, in particular, risk factor 9.4 (There are costs associated with any early redemption of Securities that will reduce the amount otherwise payable);
risk of loss of opportunity: in the event that your Securities are redeemed prior to their scheduled redemption date, you will lose the opportunity to participate in any subsequent (theoretical) positive performance of the Securities; and
reinvestment risk: following such early redemption, you may not be able to reinvest the proceeds from an investment at a comparable return and/or with a

comparable interest rate for a similar level of risk. You should consider such reinvestment risk in light of other available investments before you purchase the Securities.

The circumstances in which your Securities may be redeemed prior to their scheduled redemption date and the amount you can expect to receive in such cases are described below.

Also, in certain circumstances, the terms of your Securities may be adjusted by the Issuer or the Determination Agent. Such adjustment could have an adverse effect on the value of and return on your Securities. These circumstances include, but are not limited to, following an Additional Disruption Event (as described below), a redenomination, an index correction, a manifest error in index calculation, an FX Disruption Event, and a potential adjustment event in relation to shares.

9.2 Your Securities may redeem early or may be adjusted by the Determination Agent following an Additional Disruption Event, FX Disruption Event, or early redemption for unlawfulness or impracticability

There are certain events – relating to the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the relevant currency – the occurrence of which may cause the Securities to be redeemed prior to their scheduled redemption date:

(a) Additional Disruption Events

Additional Disruption Events include:

unless specified to be not applicable to the Securities, a tax event causing the Issuer to pay additional amounts under the terms and conditions of the Securities;
unless specified to be not applicable to the Securities, an extraordinary market disruption event preventing the Issuer's performance of its obligations under the Securities;
an extraordinary and/or disruptive event relating to the existence, continuity, trading, valuation, pricing or publication of an Underlying Asset;
unless specified to be not applicable to the Securities, an event impacting one or more currencies that the Issuer determines would materially disrupt or impair its ability to meet its obligations or otherwise settle, clear or hedge the Securities;
unless specified to be not applicable to the Securities, the Issuer's ability to source or unwind related transactions put in place to provide the returns on the Securities (Hedge Positions) is adversely affected in any material respect;
unless specified to be not applicable to the Securities, a change in law that means it has become, or is likely to become, illegal for the Issuer to hold Hedge Positions or it will incur a materially increased cost in dealing with Hedge Positions; and
if the Securities are CREST Securities, loss of CREST eligibility of such Securities.

If any of these events occurs the Issuer may:

(i) adjust the terms and conditions of the Securities (without the consent of Holders); or

(ii) if the Determination Agent determines that no adjustment that could be made would produce a commercially reasonable result and preserve substantially the economic effect to the Holders of a holding of the relevant Security, redeem the Securities prior to their scheduled redemption date.

Any adjustment made to the terms and conditions of the Securities (which may include, a reduction in the amount otherwise payable under the Securities in order to reflect increased costs or otherwise to the Issuer) may have a negative effect on the value of and return on the Securities.

In the event of early redemption of your Securities due to the occurrence of any of the above events, unless 'Par' or 'Amortised Face Amount' is specified in the terms and conditions of the Securities, the early redemption amount you will receive will be equal to the fair market value of your Securities following the event triggering the early redemption. The market value may include allowances for costs associated with the early redemption, such as those incurred by the Issuer in unwinding any related transactions which were put in place to provide the returns on the Securities. In any case, the early redemption amount you will receive may be less than your original investment and you could lose some or all of your investment.

See also risk factor 9.1 (If your Securities are redeemed early, you may suffer potential loss of some or all of your investment, loss of opportunity and reinvestment risk), risk factor 9.4 (There are costs associated with any early redemption of Securities that will reduce the amount otherwise payable) and risk factor 9.5 (Payment of the redemption amount following the occurrence of an Additional Disruption Event or the Issuer's determination to trigger early redemption following an unlawfulness or impracticability event may not be made until the scheduled redemption date).

(b) Unlawfulness or impracticability

If the Issuer determines that the performance of any of its absolute or contingent obligations under the Securities has become unlawful or a physical impracticability, in whole or in part, the Issuer may redeem the Securities prior to their scheduled redemption date.

In the event of early redemption of your Securities due to the occurrence of any of the above events, unless 'Par' or 'Amortised Face Amount' is specified in the terms and conditions of the Securities, the early redemption amount you will receive will be equal to the fair market value of your Securities prior to redemption. The market value may include allowances for costs associated with the early redemption, such as those incurred by the Issuer in unwinding any related transactions which were put in place to provide the returns on the Securities. In any case, the early redemption amount you will receive may be less than your original investment and you could lose some or all of your money.

(c) FX Disruption Event

An FX Disruption Event is an event occurring on or prior to a payment date that prevents or delays the conversion into the Settlement Currency of the Securities, including capital controls or other restrictions in the relevant jurisdiction. If 'FX Disruption Event' is applicable in the terms and conditions of your Securities, the Issuer may, following the occurrence of an FX Disruption Event, deduct costs, expenses or charges in connection with such FX Disruption Event, pay in another currency, postpone the relevant valuation or payment date, designate an alternative fallback or price source or treat the FX Disruption Event as an Additional Disruption Event and apply the corresponding adjustments or early redemption – see also risk factor 9.1 (If your Securities are redeemed early, you may suffer potential loss of some or all of your investment, loss of opportunity and reinvestment risk) above.

9.3 The Securities may be redeemed early following the exercise by the Issuer of a call option or by the investor of a put option

Where the terms and conditions of your Securities provide that the Issuer has the right to call the Securities, following the exercise by the Issuer of such option, you will no longer be able to realise your expectations for a gain in the value of such Securities and, if applicable, will no longer participate in the performance of the Underlying Asset(s).

Also, an optional redemption feature of Securities is likely to limit the market value of your Securities. During any period when the Issuer may elect to redeem the Securities, the market value of the Securities generally will not rise above the price at which they can be redeemed. This also may be true prior to the beginning of any redemption period.

The Issuer is under no obligation to consider the interests of Holders when it determines whether or not to exercise its call option, and the Issuer may be expected to redeem Securities when its cost of borrowing is lower than the effective interest rate on the Securities. At those times, you generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the effective interest rate on the Securities being redeemed and may only be able to do so at a significantly lower rate. You should consider such reinvestment risk in light of other currently available investments.

You should also be aware that there may be additional costs of Securities which include an investor put option.

9.4 There are costs associated with any early redemption of Securities that will reduce the amount otherwise payable

If the Securities are redeemed prior to their scheduled maturity, the amount payable will be (unless 'Par' or 'Amortised Face Amount' is specified in the terms and conditions of the Securities determined by the Determination Agent as equal to the market value of the Securities as soon as reasonably practicable on the relevant date and by reference to such factors as the Determination Agent considers to be appropriate. The amount may also be adjusted (save where 'Unwind Costs' is specified to be not applicable) to take into account any costs, charges, fees, accruals, losses, withholdings and expenses in connection with hedging unwind and funding breakage costs, local jurisdiction taxes and expenses and certain other taxes, prices or expenses paid (in each case, if any and as applicable as set out in the terms and conditions of the Securities). Such costs, losses and expenses will reduce the amount you will receive on such early redemption and may reduce such amount to zero. The Issuer is not under any duty to hedge itself at all or in any particular manner, and is not required to hedge itself in a manner that would (or may be expected to) result in the lowest costs, losses and expenses.

9.5 Payment of the redemption amount following the occurrence of an Additional Disruption Event or the Issuer's determination to trigger early redemption

following an unlawfulness or impracticability event may not be made until the scheduled redemption date

If the Determination Agent determines that an Additional Disruption Event has occurred or if the Issuer determines that the performance of any of its absolute or contingent obligations under the Securities has become unlawful or, a physical impracticability and that the Securities shall therefore be redeemed early, then the Issuer will give notice of the date on which it will pay the early redemption amount. If the Final Terms specifies 'Greater of Market Value and Redemption Floor' in relation to 'Early Cash Settlement Amount', then the date on which the early redemption amount is payable may fall as late as the scheduled redemption date. In such circumstances you will not receive any further interest on the Securities and the amount payable (and accordingly, deliverable in certain circumstances) may still be subject to reductions for costs, losses and expenses and may be less than your original investment.

See also risk factor 9.1 (If your Securities are redeemed early, you may suffer potential loss of some or all of your investment, loss of opportunity and reinvestment risk).

10. Risks associated with certain other miscellaneous features and terms of the Securities, including discretions, Issuer substitution and amendments, amongst others

10.1 Discretionary determinations made by the Determination Agent may have a negative impact on the Securities

Any determination made by the Determination Agent will be made in good faith and in a commercially reasonable manner and, in the absence of manifest or proven error, shall be conclusive and binding on all persons (including, without limitation, the Holders), notwithstanding the disagreement of such persons or other financial institutions, rating agencies or commentators. Any such determination could adversely affect the value of and return on the Securities. See also risk factor 14 (Risks associated with discretionary powers of the Issuer and the Determination Agent, including in relation to the Issuer's hedging arrangements).

10.2 The Issuer may be substituted for another entity without your consent

The Issuer may substitute itself as the principal obligor under the Securities for any other company which has an equivalent or better rating of long-term unsecured, unsubordinated and unguaranteed debt obligations from an internationally recognised rating agency. Following such a substitution, the original Issuer entity will be released from all payment obligations under the Securities, and you will become subject to the credit risk of the substitute issuer under your Securities. You will have no right of claim against the original Issuer or the substituted Issuer in the event that such substitution has adverse tax consequences for you. A substitution of the Issuer may affect any listing of the Securities and, in particular, it may be necessary for the substituted issuer to reapply for listing on the relevant market or stock exchange on which the Securities are listed.

10.3 If you have not fully satisfied each of the conditions to settlement, payment under the Securities shall be postponed and may ultimately be forfeited

If the Issuer determines that you have not satisfied each of the conditions to settlement in full, payment of the amount payable will not take place until all such conditions to settlement have been satisfied in full. No additional amounts will be payable to you by the Issuer because of any resulting delay or postponement. Further, if you have not fully satisfied each of the conditions to settlement by the 180th calendar day (or such other period as specified in the terms and conditions of the Securities) following the final settlement cut-off date, you will lose your right to claim any cash payment, and you shall have no further claim against the Issuer under your Securities.

10.4 The terms and conditions of your Securities may be amended by the Issuer without your consent in certain circumstances

The terms and conditions of the Securities may be amended by the Issuer without the consent of the Holders in any of the following circumstances:

to cure a manifest or proven error or omission;
where such amendment will not materially and adversely affect the interests of Holders;
to correct or supplement any defective provision;
where the amendment is of a formal, minor or technical nature; and/or
to comply with mandatory provisions of law or (in the case of CREST Securities) any change in CREST Requirements.

In certain other circumstances, the consent of a defined majority of Holders is required.

The terms and conditions of the Securities contain provisions for Holders to call and attend meetings to vote upon such matters or to pass a written resolution in the absence of such a meeting. Resolutions passed at such a meeting, or passed in writing, can bind all Holders, including investors that did not attend or vote, or who do not consent to the amendment.

10.5 Risks in relation to Minimum Tradable Amounts and minimum Specified Denomination where specified to be applicable

Where the terms and conditions of your Securities provide for a Minimum Tradable Amount or Specified Denomination consisting of a nominal amount plus one or more integral multiples of another smaller amount, if you hold an amount which is less than the Minimum Tradable Amount or minimum Specified Denomination at the Relevant Time:

you will not be able to transfer or sell your holding;
you may not receive a Definitive Bearer Security in respect of such holding (should Definitive Bearer Securities be printed); and
you would need to purchase a nominal amount of Securities such that your holding amounts to such Minimum Tradable Amount or minimum Specified Denomination in order to be able to sell or transfer Securities or receive a Definitive Bearer Security.

If Definitive Bearer Securities are issued, you should be aware that those Securities which have a denomination that is not an integral multiple of any minimum denomination may be illiquid and difficult to trade.

Notwithstanding the foregoing, such Securities will only be transferable in accordance with the rules of the relevant clearing system.

You should be aware that Temporary Global Securities will not be exchangeable for Definitive Bearer Securities, unless there is a default of the relevant clearing system and no alternative clearing system is found.

10.6 There are risks where your Securities are Book-Entry Securities

If you hold your Securities in dematerialised and/or uncertificated form ("Book-Entry Securities"), you will not be the legal owner of the Book-Entry Securities. Rights in the Book-Entry Securities will be held through custodial and depositary links through the relevant clearing systems. This means that Holders of Book-Entry Securities will only be able to enforce rights in respect of the Book-Entry Securities indirectly through the intermediary depositaries and custodians.

10.7 There are risks if you hold your Securities in the form of CREST Depository Interests

If you hold your Securities in the form of CREST Depository Interests ("CDIs"), you will not be the legal owner of the Securities to which such CDIs relate (the "Underlying Securities"). CDIs are separate legal instruments from the Underlying Securities and represent indirect interests in the interests of the CREST nominee in such Underlying Securities. CDIs will be issued by the CREST Depository to investors and will be governed by English law.

The Underlying Securities (as distinct from the CDIs representing indirect interests in such Underlying Securities) will be held in an account with a custodian. The custodian will hold the Underlying Securities through the Relevant Clearing System. Rights in the Underlying Securities will be held through custodial and depositary links through the Relevant Clearing System. The legal title to the Underlying Securities or to interests in the Underlying Securities will depend on the rules of the Relevant Clearing System in or through which the Underlying Securities are held.

Rights in respect of the Underlying Securities cannot be enforced by holders of CDIs except indirectly through the CREST Depository and CREST nominee who in turn can enforce rights indirectly through the intermediary depositaries and custodians described above. The enforcement of rights in respect of the Underlying Securities will therefore be subject to the local law of the relevant intermediary. These arrangements could result in an elimination or reduction in the payments that otherwise would have been made in respect of the Underlying Securities in the event of any insolvency or liquidation of the relevant intermediary, in particular where the Underlying Securities held in clearing systems are not held in special purpose accounts and are fungible with other Securities held in the same accounts on behalf of other customers of the relevant intermediaries.

If a matter arises that requires a vote of Holders, the Issuer may make arrangements to permit the holders of CDIs to instruct the CREST Depository to exercise the voting rights of the CREST nominee in respect of the Underlying Securities. However, there is no guarantee that it will be possible to put such voting arrangements in place for holders of CDIs.

Holders of CDIs will be bound by all provisions of the CREST Deed Poll and by all provisions of or prescribed pursuant to the CREST International Manual (April 2008) issued by Euroclear UK & Ireland Limited and as amended, modified, varied or supplemented from time to time (the "CREST Manual") and the CREST Rules (contained in the CREST Manual) applicable to the CREST International Settlement Links Service. Holders of CDIs must comply in full with all obligations imposed on them by such provisions, including in relation to (i) indemnities, warranties, representations and undertakings to be given by holders of CDIs and limitations on the liability of the CREST Depository as issuer of the CDIs and (ii) fees, charges, costs and expenses to the CREST Depository in connection with the use of the CREST International Settlement Links Service. These will include the fees and expenses charged by the CREST Depository in respect of the provision of services by it under the CREST Deed Poll and any taxes, duties, charges, costs or expenses which may be or become payable in connection with the holding of the Underlying Securities through the CREST International Settlement Links Service.

None of the Issuer or any Manager or Agent makes any representation or warranty as to the tax consequences of an investment in CDIs and/or the tax consequences of the acquisition, holding, transfer or disposal of CDIs by any investor (including, without limitation, whether any stamp duty, stamp duty reserve tax, excise, severance, sales, use, transfer, documentary or any other similar tax, duty or charge may be imposed, levied, collected, withheld or assessed by any government, applicable tax authority or jurisdiction on the acquisition, holding, transfer or disposal of CDIs by any investor). Whilst your attention is drawn to the section entitled 'Taxation', the tax consequences for each investor in CDIs can be different. Therefore, you should consider consulting with a tax adviser as to their specific consequences, including, in particular, whether United Kingdom stamp duty reserve tax will be payable on transfers of CDIs in uncertificated form within CREST.

10.8 There are risks if you hold your Securities through nominee arrangements

Where a distributor and/or a nominee service provider is used by you to invest in the Securities, you will only receive payments and/or deliveries of Underlying Asset(s) on the basis of arrangements entered into by you with the distributor or nominee service provider, as the case may be. In such case, you must look exclusively to the distributor or nominee service provider for all payments and/or deliveries attributable to the Securities. Neither the Issuer, Manager(s), Determination Agent nor any other person will be responsible for the acts or omissions of the distributor or nominee service provider, nor will they make any representation or warranty, express or implied, as to the services provided by the distributor or nominee service provider.

10.9 You should be aware that certain specific information in relation to the Securities may not be known at the beginning of an offer period

In relation to Securities which are being offered by way of a public offer, certain specific information relating to the Securities (such as certain amounts, levels, percentages, prices, rates or values (as applicable) used to determine or calculate amounts payable in respect of the Securities) may not be fixed or determined by the start of the offer. In such case, the terms and conditions of your Securities will provide an indicative amount, an indicative minimum amount, or an indicative maximum amount, or any combination of the foregoing.

The actual amounts, levels, percentages, prices, rates or values (as applicable) will be determined based on market conditions by the Issuer on or around the end of the offer period and may be the same as or different from any indicative amount specified in the terms and conditions of your Securities, provided that such actual amounts will not be less than any indicative minimum amount provided in the terms and conditions of your Securities and will not be more than any indicative maximum amount provided in the terms and conditions of your Securities. Notice of the actual amounts, levels, percentages, prices, rates or values (as applicable) will be published prior to the Issue Date in accordance with the Conditions.

You must make your investment decision in relation to the Securities based on the indicative amounts provided rather than the actual amounts, levels, percentages, prices, rates or values (as applicable), which will only be fixed or determined at the end of the offer period after your investment decision has been made. As there is a risk that the indicative amounts will not be the actual amounts, levels, percentages, prices, rates or values (as applicable), you should assume, for the purposes of evaluating the risks and benefits of an investment in the Securities, that the actual amounts, levels, percentages, prices, rates or values (as applicable) which are fixed or determined at the end of the offer period will be (i) lower than the indicative amount and equal to the minimum amount (where provided and where a higher amount, level, percentage, price, rate or value (as applicable) may lead to a greater return on the Securities) or (ii) higher than the indicative amount and equal to the maximum amount (where provided and where a lower amount, level, percentage, price, rate or value (as applicable) may lead to a greater return on the Securities).

11. Risks associated with the 'capital protected' or 'principal protected' Securities or Securities which otherwise provide for a minimum amount to be payable on redemption

If the Securities are specified in the Final Terms to be 'capital protected' (or 'principal protected' or otherwise provide for scheduled minimum payment at maturity), such 'capital protection' feature only applies at maturity. If such Securities redeem or are cancelled prior to their scheduled maturity, they may return less than the 'protected' or scheduled minimum amount or even zero. The 'protected' or scheduled minimum amount may also be less than the issue price of the Securities, so if you acquire the Securities (whether on issue or in the secondary market) for an amount that is higher than the capital protected amount, even at maturity, you risk losing the difference between the price you paid for the Security and the 'protected' or scheduled minimum amount at maturity.

12. Risks associated with foreign exchange

12.1 There are foreign exchange risks where the terms and conditions of your Securities provide that payment under the Securities will be made in a currency which is different from the currency of the Underlying Asset(s) and/or different from your home currency, or are subject to a foreign exchange conversion

If the terms and conditions of your Securities provide that payment under the Securities will be made in a currency which is different from the currency of the Underlying Asset(s) and/or different from your home currency then, depending on the particular payout terms of your Securities, you may be exposed to the adverse movement of the Settlement Currency of the Securities relative to the currency of the Underlying Asset(s) and/or your home currency.

Foreign exchange rates can be highly volatile and are determined by various factors, including supply and demand for currencies in the international foreign exchange markets, economic factors including inflation rates in the countries concerned, interest rate differences between the respective countries, economic forecasts, international political factors, currency convertibility, safety of making financial investments in the currency concerned, speculation and measures taken by governments and central banks.

A foreign exchange rate can be fixed by the sovereign government, allowed to float within a range of exchange rates set by the government or left to float freely. Exchange rates of most economically developed nations are permitted to fluctuate in value relative to each other. However, from time to time governments may use a variety of techniques, such as intervention by a country's central bank, the imposition of regulatory controls or taxes or changes in interest rates to influence the exchange rates of their currencies. In addition, governments around the world, including the governments of other major world currencies, have recently made, and may be expected to continue to make, very significant interventions in their economies, and sometimes directly in their currencies. Governments may also issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by a devaluation or revaluation of a currency. These governmental actions could change or interfere with currency valuations and may cause foreign exchange rates to fluctuate more than would otherwise occur in response to economic forces, as well as in response to the movement of currencies across borders.

Foreign exchange fluctuations between your home currency and the currency in which payment under the Securities is due may affect you where you intend to convert gains or losses from the exercise or sale of Securities into your home currency and may eventually cause a partial or total loss of your initial investment.

12.2 'Dual Currency' Securities

In the case of any Securities having a Settlement Currency that is different from the Issue Currency, the amount of interest and/or any redemption amount payable will be determined by reference to an exchange rate, the method of calculation of which will be determined by the Determination Agent.

Where you purchase 'Dual Currency' Securities, you will be exposed to currency risks in addition to the currency risks relating to the Underlying Asset(s) because the value of your Securities may increase or decrease as a result of fluctuations between the Issue Currency (or your home currency) and the Settlement Currency. Foreign exchange fluctuations between your home currency or the Issue Currency and the relevant currency in which the repayment amount of your Securities is denominated may affect you where you intend to convert gains or losses from the exercise or sale of your Securities into your home currency.

Foreign exchange fluctuations between an investor's home currency (or the Issue Currency) and the Settlement Currency may affect investors who intend to convert gains or losses from the exercise or sale of Securities into their home currency and may eventually cause a partial or total loss of the investor's initial investment.

In particular, Securities linked to the performance of foreign exchange rates of emerging market currencies may experience greater volatility and less certainty as to the future of such emerging market currencies or their rate of exchange as against other currencies. See risk factor 8.4 (There are particular risks where your Securities are linked, directly or indirectly, to Underlying Asset(s) located in or otherwise exposed to emerging markets).

12.3 There are particular risks relating to CNY

(a) The Chinese Renminbi is not freely convertible and there are significant restrictions on remittance of Chinese Renminbi into and outside the People's Republic of China

The Chinese Renminbi ("CNY") is not freely convertible at present. The government of the People's Republic of China ("PRC") continues to regulate conversion between CNY and foreign currencies despite the significant reduction over the years by such government of its control over routine foreign exchange transactions conducted through current accounts. The People's Bank of China ("PBOC") has established clearing and settlement systems for participating banks in a number of jurisdictions, including Hong Kong, Singapore, Taiwan, Macau, the United Kingdom, France, Germany, Luxembourg, Korea, Qatar, Canada and Australia and is in the process of establishing CNY clearing and settlement mechanisms in other jurisdictions. However, the current size of CNY and CNY-denominated financial assets outside the PRC is limited, and its growth is subject to many constraints imposed by the laws and regulations of the PRC on foreign exchange. There can be no assurance that access to CNY funds for the purposes of making payments under the Securities or generally will remain available or will not become restricted. The value of CNY against foreign currencies fluctuates and is affected by changes in the PRC and international political and economic conditions and by many other factors. As a result, foreign exchange fluctuations between a purchaser's home currency and CNY may affect you where you intend to convert gains or losses from the sale or redemption of your Securities into your home currency. Developments and the perception of risks in other countries, especially emerging market countries, may adversely affect the exchange rates of CNY against other foreign currencies.

Further, if the Settlement Currency of your Securities is in CNY and the Determination Agent has determined that an event has occurred that negatively affects the liquidity, convertibility or transferability of CNY in the general CNY exchange market in Hong Kong, then the Issuer's obligations to pay amounts under your Securities in CNY may be replaced with the obligation to pay such amounts in an alternative deliverable currency.

Holders of beneficial interests in Securities denominated in Chinese Renminbi may be required to provide certifications and other information (including Chinese Renminbi account information) in order to receive payments in Chinese Renminbi in accordance with the Chinese Renminbi clearing and settlement system for participating banks in Hong Kong. Payments in CNY will only be made to investors by transfer to a bank account denominated in CNY and maintained in accordance with applicable laws and regulations in Hong Kong. There is no assurance that new PRC regulations will not be promulgated or any settlement agreement on the clearing of CNY business between the People's Bank of China and certain Chinese banks will not be terminated or amended in the future which will have the effect of restricting availability of Chinese Renminbi offshore.

There is only limited availability of Chinese Renminbi outside the PRC, which may affect the liquidity of the Securities and the Issuer's ability to source and the terms at which it is able to source Chinese Renminbi outside the PRC to service the Securities.

(b) CNY Settlement Disruption

If the Settlement Currency of the Securities is in CNY and the Determination Agent has determined that an event has occurred that negatively affects the liquidity, convertibility or transferability of CNY in the general CNY exchange market in Hong Kong (a "CNY Disruption"), then the Issuer's obligations to pay amounts under the Securities in CNY may be replaced with the obligation to pay such amounts in an alternative deliverable currency (determined by the Determination Agent acting in good faith and in a commercially reasonable manner).

13. Risks associated with Securities linked to specific types of Underlying Assets

13.1 Risks associated with Inflation Indices as Underlying Assets

Where Securities reference one or more inflation indices, you will be exposed to the performance of such inflation indices, which may be subject to fluctuations that may not correlate with changes in interest rates, currencies or other indices and may not correlate with the rate of inflation experienced in your home jurisdiction. Any payments made under the Securities may be based on a calculation made by reference to an inflation index for a month which is several months prior to the date of payment and therefore could be substantially different from the level of inflation at the time of payment on the Securities.

Broadly speaking, in an inflationary environment amounts payable shall be adjusted up and in a deflationary environment amounts payable shall be adjusted down. You should note that, in a deflationary environment, the amount of interest payable might be lower than the fixed rate that would have been applicable before such adjustment and the redemption amount may be reduced.

Alternative valuation following disruption events in respect of indices

Upon the occurrence of certain events in relation to an inflation index, for example the level of the inflation index has not been published or is discontinued or such inflation index is rebased or materially modified – then, depending on the particular event, the Issuer may:

determine the level of the inflation index;
determine a successor to the original inflation index;
make changes to the level of the rebased index; or
make adjustments to the inflation index by reference to equivalent determinations, substitutions, changes or adjustments made in respect of the Related Bond specified in the terms and conditions of the Securities or the Fallback Bond selected by the Determination Agent.

Any such event or determination may have an adverse effect on the value of the Securities.

If the inflation index is rebased or materially modified, and no action is taken in respect of the Related Bond or Fallback Bond, the Determination Agent may make changes to the level of the rebased index or make adjustments to the inflation index. Such consequential action by the Determination Agent may have a negative effect on the value of the Securities.

If, on any day on which a valuation is to be made, the level of the inflation index has not been published, and no action to determine a substitute level of the inflation index has been taken in respect of the Related Bond or Fallback Bond, the Determination Agent shall determine a substitute level of the inflation index calculated by reference to the latest published level of the inflation index, and such level may differ from the index level (if any) published or announced after the relevant valuation date. Such event may have an effect on the valuation of the Securities and on the interest and/or redemption amounts payable.

If an Inflation Index has been discontinued but a pre-nominated inflation index ( the "Pre-nominated Index") has been specified in the Final Terms in respect of such inflation index, the Pre-nominated Index will be substituted for the discontinued inflation index for all purposes of the Securities, and the Determination Agent may adjust the terms of the Securities in order to render the Pre-nominated Index comparable to the discontinued inflation index for the purposes of the Securities.

If an inflation index has been discontinued, no Pre-nominated Index has been specified in the Final Terms in respect of such inflation index and no successor index has been determined in respect of the Related Bond or Fallback Bond, but the sponsor of the inflation index has specified a replacement inflation index, the Determination Agent may specify such replacement inflation index to be the Successor Inflation Index in respect of the Securities. Failing that, the Determination Agent shall ask five leading independent dealers to state what the Successor Inflation Index should be and, if a sufficient number of dealers state the same inflation index, such index shall be the successor. If an insufficient number of dealers state the same inflation index, the Determination Agent shall determine a successor. Such events may have an effect on the valuation of the Securities and on the interest and/or redemption amounts payable.

Early redemption of the Securities and reinvestment risk following such early redemption

If the Determination Agent determines that an inflation index has been discontinued and there is no appropriate alternative successor index, the Determination Agent may redeem the Securities prior to their scheduled redemption date in accordance with the terms and conditions of the Securities. In the event of such early redemption the Issuer will repay the Early Cash Settlement Amount. You should note that any Early Cash Settlement Amount may be less than your initial investment and could be zero. You should also read risk factor 9.1 (If your Securities are redeemed early, you may suffer potential loss of some or all o f your investment, loss of opportunity and reinvestment risk) and risk factor 9.4 (There are costs associated with any early redemption of Securities that will reduce the amount otherwise payable).

13.2 Risks associated with interest rates as Underlying Assets

The performance of interest rates is dependent upon a number of factors, including supply and demand on the international money markets, which are influenced by measures taken by governments and central banks, as well as speculations and other macroeconomic factors.

Determination of a floating rate using a screen rate

If, on any day on which a Reference Rate is to be determined for the purpose of calculating floating rate interest or inverse floating rate interest the relevant Reference Rate is not available, the Determination Agent will determine the applicable Reference Rate by reference to quotations provided by banks in the relevant market or previously published quotation(s) for the Reference Rate. In such event, the amount of interest payable to investors in respect of the relevant interest calculation period may be less than what was previously expected.

The potential for the amount of interest payable under the Securities to increase may be limited

Where the Conditions of Securities that pay Floating Rate Interest or inverse floating rate interest provide that an interest rate is subject to a cap (in which case the Final Terms will specify a 'Cap Rate' or a 'Curve Cap Rate' to be 'Applicable' (as applicable)), an investor's ability to participate in any change in the value of the relevant floating rate over the life of the Securities will be limited, no matter how much the level of the interest rate calculated by reference to the floating rate rises above the Cap Rate or Curve Cap Rate (as applicable) over the life of the Securities. Accordingly, an investor's return on the Securities may be significantly less than if the investor had exposure to the floating rate directly.

Where the Conditions of Securities that pay Inflation-Linked Interest provide that an interest rate is subject to a cap (in which case the Final Terms will specify a 'Cap Rate' or a 'Curve Cap Rate' to be 'Applicable' (as applicable)), an investor's ability to participate in any change in the value of the relevant inflation index over the life of the Securities will be limited, no matter how much the level of the inflation factor calculated by reference to the rate of inflation rises above the Cap Rate or Curve Cap Rate (as applicable) over the life of the Securities. Accordingly, an investor's return on the Securities may be significantly less than if the interest rate were not subject to a cap.

Where the Conditions of Securities that pay Spread-Linked Interest provide that an interest rate is subject to a cap (in which case the Final Terms will specify a 'Cap Rate' or a 'Curve Cap Rate' to be 'Applicable' (as applicable)), an investor's ability to participate in any change in the value of the relevant floating rate over the life of the Securities will be limited, no matter how much the spread between the referenced floating rate rises above the Cap Rate or Curve Cap Rate (as applicable) over the life of the Securities. Accordingly, an investor's return on the Securities may be significantly less than if the interest rate were not subject to a cap.

Where the Conditions of Securities that pay Spread-Linked Interest provide that the Spread-Linked Rate One(t) is subject to a cap (in which case the Final Terms will specify a 'Spread-Linked Rate One(t) Cap' to be 'Applicable' and/or the Spread-Linked Rate Two(t) is subject to a floor (in which case the Final Temrs will specify a 'Spread-Linked Rate Two(t) Floor' to be 'Applicable'), an investor's ability to participate in any change in the value(s) of the Spread-Linked Rate One(t) and/or the Spread-Linked Rate Two(t) over the life of the Securities will be limited, no matter how much the level of the Spread-Linked Rate One(t) rises above the Spread-Linked Rate One(t) Cap or how much the level of the Spread-Linked Rate Two(t) falls below the Spread-Linked Rate Two(t) Floor (as applicable) over the life of the Securities. Accordingly, an investor's return on the Securities may be significantly less than if the investor had exposure to the relevant floating rate directly.

13.3 The market continues to develop in relation to SONIA as a reference rate

Investors should be aware that the market continues to develop in relation to SONIA as a reference rate in the capital markets and its adoption as an alternative to Sterling LIBOR. In particular, market participants and relevant working groups are exploring alternative reference rates based on SONIA, including term SONIA reference rates (which seek to measure the market's forward expectation of an average SONIA rate over a designated term). The market or a significant part thereof may adopt an application of SONIA that differs significantly from that set out in the Conditions and used in relation to Securities that reference a SONIA rate issued under this Base Prospectus.

Interest on Securities which reference a SONIA rate is not determined until the end of the relevant interest calculation period. Therefore, investors may be unable to reliably estimate the amount of interest which will be payable on such Securities. Further, if the Securities become due and payable under General Condition 14 (Events of Default), the SONIA rate to be applied in determination of the Early Cash Settlement Amount shall be determined in respect of the date on which the Notes became due and payable and shall not be reset thereafter.

Investors should consider the above matters when making their investment decision with respect to any Securities that reference a SONIA rate.

14. Risks associated with discretionary powers of the Issuer and the Determination Agent, including in relation to the Issuer's hedging arrangements

There are certain events – relating to the Issuer, the Issuer's hedging arrangements, the Underlying Asset(s), taxation, the relevant currency or other matters – the occurrence of which may give rise to discretionary powers of the Issuer or the Determination Agent under the terms and conditions of the Securities. For example, see risk factor 9.2 (Your Securities may redeem early or may be adjusted by the Determination Agent following an Additional Disruption Event, FX Disruption Event, or early redemption for unlawfulness or impracticability).

In relation to the Underlying Asset(s), a key investment objective of the Securities is to allow Holders to gain an economic exposure to the Underlying Asset(s). If an Underlying Asset is materially impacted by an unexpected event (for example, a company merges and the original stock that formed an Underlying Asset is restructured or changed, or the rules of an index that is an Underlying Asset are materially modified) or the relevant price, level or value can no longer be calculated, then it may not be possible to achieve the investment objective of the Securities based on their original terms. In that case, the Determination Agent may have discretionary powers under the terms and conditions of the Securities to (i) adjust the terms and conditions of the Securities to preserve the original economic terms and rationale, (ii) in certain cases, substitute the Underlying Asset(s) for another, (iii) calculate the relevant price, level or value itself, (iv) postpone payment (v) redeem the Securities early or (vi) apply some combination thereof.

In relation to the Issuer's hedging arrangements, you should be aware that (i) in exercising its discretionary powers under the terms and conditions of the Securities, each of the Issuer and the Determination Agent may take into account such factors as it determines appropriate in each case, which may include, circumstances or events which have or may have a material impact on the Issuer's hedging arrangements in respect of the Securities; and (ii) unless the terms and conditions of your Securities provide that certain hedge disruption events do not apply, certain events which affect the Issuer's hedging arrangements can give rise to discretionary powers on the part of the Issuer and the Determination Agent. For example, see risk factor 9.2 (Your Securities may redeem early or may be adjusted by the Determination Agent following an Additional Disruption Event, FX Disruption Event, or early redemption for unlawfulness or impracticability).

Hedging arrangements are the transactions (if any) entered into by the Issuer or one or more of its Affiliates to seek to cover the Issuer's exposure to the relevant cash amounts to be paid or assets to be delivered under the Securities as these fall due. This may involve investing directly in the Underlying Asset(s) or entering into derivative contracts referencing the Underlying Asset(s) or other techniques. The particular hedging arrangements (if any) undertaken by the Issuer, and their cost, will likely be a significant determinant of the issue price and/or economic terms of the Securities. Accordingly, if an event occurs which negatively impacts the Issuer's hedging arrangements, the Issuer or the Determination Agent on the Issuer's behalf may have options available to it under the terms and conditions of the Securities which it may select in its discretion in order to deal with the impact of the event on the Issuer's hedging arrangements. These options may include adjustment of the terms and conditions of the Securities or early redemption of the Securities. In the event of early redemption, the early redemption amount you may receive will be equal to: (i) where the Final Terms specifies 'Early Cash Settlement Amount' to be 'Par', the Calculation Amount of each Security; (ii) where the Final Terms specifies 'Early Cash Settlement Amount' to be 'Amortised Face Amount', the amortised face amount of your Securities; (iii) where the Final Terms specifies 'Early Cash Settlement Amount' to be 'Market Value', the fair market value of your Securities prior to redemption; (iv) where the Final Terms specifies 'Early Cash Settlement Amount' to be 'Greater of Market Value and Par', an amount equal to the greater of (a) the fair market value of your Securities prior to redemption and (b) the Calculation Amount of each Security; or (v) where the Final Terms specifies 'Early Cash Settlement Amount' to be 'Greater of Market Value and Redemption Floor', an amount equal to the greater of (a) the fair market value of your Securities prior to redemption and (b) a pre-defined minimum redemption amount, and in each case, other than where the Final Terms provides that 'Unwind Costs' is not applicable, the costs associated with the Issuer's hedging arrangements will be deducted from the early redemption amount described above. This amount may be less than your original investment and, therefore, you could lose some or all of your money. See risk factor 9.1 (If your Securities are redeemed early, you may suffer potential loss of some or all of your investment, loss of opportunity and reinvestment risk).

15. The regulation and reform of certain published rates, indices and other values or "benchmarks" may adversely affect the value of and return on Securities linked to such values or benchmarks

A number of major interest rates, other rates, indices and other published values or benchmarks are the subject of recent or forthcoming national and international regulatory reforms. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on the value of and return on Securities linked to any such value or benchmark.

15.1 The Benchmark Regulation

The EU Regulation on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds (the "Benchmark Regulation") is a key element of the ongoing regulatory reform in the EU and has applied, subject to certain transitional provisions, in the UK since 1 January 2018. In addition to so-called "critical benchmarks" such as the London Interbank Offered Rate ("LIBOR") and the Euro Interbank Offered Rate ("EURIBOR"), other interest rates, foreign exchange rates, and indices, including equity, commodity and "proprietary" indices or strategies, will in most cases be within scope of the Benchmark Regulation as "benchmarks" where they are used to determine the amount payable under, or the value of, certain financial instruments (including Securities listed on an EU regulated market or EU multilateral trading facility (MTF)), and in a number of other circumstances.

The Benchmark Regulation applies to the contribution of input data to a benchmark, the administration of a benchmark, and the use of a benchmark in the EU. Amongst other things, the Benchmark Regulation requires EU benchmark administrators to be authorised or registered as such and to comply with extensive requirements relating to benchmark administration. It also prohibits certain uses by EU supervised entities of (a) benchmarks provided by EU administrators which are not authorised or registered in accordance with the Benchmark Regulation and (b) benchmarks provided by non-EU administrators where (i) the administrator's regulatory regime has not been determined to be "equivalent" to that of the EU, (ii) the administrator has not been recognised in accordance with the Benchmark Regulation, and (iii) the benchmark has not been endorsed in accordance with the Benchmark Regulation.

The Benchmark Regulation could have a material impact on Securities linked to a benchmark. For example:

a rate or index which is a "benchmark" may not be used in certain ways by an EU supervised entity if (subject to applicable transitional provisions) its administrator does not obtain authorisation or registration (or, if a non-EU entity, does not satisfy the "equivalence" conditions and is not "recognised" pending an equivalence decision or is not "endorsed" by an EU supervised entity). If the benchmark administrator does not obtain or maintain (as applicable) such authorisation or registration (or, if a non-EU entity, "equivalence" is not available and it is not recognised or endorsed), then (unless a Pre-nominated Index has been specified in the Final Terms to replace the relevant Underlying Asset) an Additional Disruption Event will occur and the Securities may be redeemed prior to maturity; and

the methodology or other terms of the benchmark could be changed in order to comply with the requirements of the Benchmark Regulation, and such changes could reduce or increase the rate or level or affect the volatility of the published rate or level, and (depending on the type of underlying asset) could lead to adjustments to the terms of the Securities, including potentially determination by the Determination Agent of the rate or level in its discretion.

Following "exit day" (as such term is defined in the European (Withdrawal) Act 2018), the registration, recognition and endorsement regime outlined above will be preserved in the UK by virtue of the establishment of a parallel regime under 'on-shored' legislation in the UK. Risks which are material to Securities linked to benchmarks under the existing Benchmark Regulation regime will apply equally to those under the equivalent regime in the UK.

15.2 Reform and replacement of Interbank Offered Rates

Amongst other developments, relevant authorities are strongly encouraging the transition away from Interbank Offered Rates ("IBORs"), such as LIBOR and EURIBOR, and have identified "risk free rates" to eventually take the place of such IBORs as primary benchmarks. This includes (i) for sterling LIBOR, a reformed Sterling Overnight Index Average ("SONIA"), so that SONIA may be established as the primary sterling interest rate benchmark by the end of 2021, (ii) for EONIA and EURIBOR, a new Euro Short-Term Rate (ESTER) as the new euro risk-free rate, and (iii) for USD LIBOR, the Secured Overnight Financing Rate (SOFR) to be eventually established as the primary US dollar interest rate benchmark. The risk free rates have a different methodology and other important differences from the IBORs they will eventually replace and have little, if any, historical track record. It is not known whether certain IBORs Rates will continue long-term in their current form.

For further information on the risks relating to SONIA, see risk factor 13.3 (The market continues to develop in relation to SONIA as a reference rate).

The reforms and eventual replacement of IBORs with risk free rates may cause the relevant IBOR to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. The replacement risk free rate may have little, if any, historical track record and may be subject to changes in its methodology. Any of these developments could have a material adverse effect on the value of and return on Securities linked to any such rates.

16. Risks associated with taxation

16.1 General

Investors should be aware that duties and other taxes and/or expenses, including any applicable depositary charges, transaction charges, stamp duty and other charges, may be levied in accordance with the laws and practices in the countries where the Securities are transferred and that it is the obligation of an investor to pay all such taxes and/or expenses.

All payments made under the Securities shall be made free and clear of, and without withholding or deduction for, any present or future taxes imposed by the Issuer's country of incorporation (or any authority or political subdivision thereof or therein), unless such withholding or deduction is imposed or required by law. If any such withholding or deduction is imposed and required by law, the Issuer will, unless

'Taxation Gross Up' is specified as 'Not Applicable' in the Final Terms and otherwise save in limited circumstances, be required to pay additional amounts to cover the amounts so withheld or deducted, and such event may result in the Securities being redeemed early as this would be an Issuer Tax Event which is an Additional Disruption Event. If 'Taxation Gross Up' is specified as 'Not Applicable' in the Final Terms the Issuer will not pay additional amounts to cover the amounts so withheld or deducted. In no event will additional amounts be payable in respect of FATCA (defined below) or any US withholding tax, including without limitation, in respect of dividends, dividend equivalent payments, and direct and indirect interests in US real property. "FATCA" means sections 1471 through 1474 of the US Internal Revenue Code, as amended (the "Code"), any final current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code, or any US or non-US fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code.

16.2 Change in tax law

You should be aware that tax regulations and their application by the relevant taxation authorities are subject to change and differing interpretations, possibly with retrospective effect, and this could negatively affect the value of the Securities. Any such change may cause the tax treatment of the Securities to change from the tax position at the time of purchase and may cause the statements in this Base Prospectus concerning the relevant tax law and practice to be inaccurate or insufficient to cover the material tax considerations in respect of the Securities. It is not possible to predict the precise tax treatment which will apply at any given time and changes in tax law may give the Issuer the right to amend the terms and conditions of the Securities, or redeem the Securities.

16.3 US foreign account tax compliance withholding

Under FATCA (as defined below) the Issuer (and any intermediary in the chain of payment) may require each Holder of a Security to provide certifications and identifying information about itself and certain of its owners. The failure to provide such information, or the failure of certain non-US financial institutions to comply with FATCA, may compel the Issuer (or an intermediary) to withhold a 30 per cent tax on payments (including redemption payments and gross proceeds) to such Holders and neither the Issuer nor any other person will pay any additional amounts with respect to such withholding. Any such withholding would not begin earlier than the date that is two years after the date on which final U.S. Treasury regulations defining "foreign passthru payments" are published, except in the case of US-source payments, which are currently subject to FATCA withholding. Generally payments on the Securities are not expected to be US-source payments (although there can be no assurance the IRS may not seek to treat other payments on the Securities as US-source).

The Issuer will not make any additional payments to Holders of Securities to compensate them for any taxes withheld in respect of FATCA or any US withholding tax.

16.4 The proposed financial transaction tax ("FTT")

The European Commission has published a proposal (the "Commission's Proposal") for a Directive for a common FTT which is being considered by Belgium, Germany, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member States").

The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in the Securities (including secondary market transactions) in certain circumstances. Primary market transactions referred to in Article 5(c) of Regulation (EC) No. 1287/2006 are expected to be exempt.

Under the Commission's Proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Securities where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, 'established' in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

The FTT proposal remains subject to negotiation between the participating Member States and the scope and implementation of any such tax is uncertain. Additional EU Member States may decide to participate.

Prospective holders of the Securities are advised to seek their own professional advice in relation to the FTT.

17. Risks associated with the ability to enforce under the Securities

Following an Event of Default by the Issuer (such as a failure to pay interest or return capital, or if the Issuer is subject to a winding-up order), including expiry of an applicable grace period, you may (i) determine to keep your Securities outstanding (in which case, the market value of those Securities may decline significantly) or (ii) by giving notice to the Issuer and (if not a CREST Security) the Issue and Paying Agent require immediate redemption of your Securities at the Early Cash Settlement Amount. This amount may be less than your original investment and, therefore, you could lose some or all of your money. See also risk factor 9.1 (If your Securities are redeemed early, you may suffer potential loss of some or all of your investment, loss of opportunity and reinvestment risk).

18. Risks associated with conflicts of interest

18.1 As Issuer or as Determination Agent, Barclays has certain discretionary powers under the terms and conditions of the Securities that it could exercise in a way which is contrary to the interests of Holders

See risk factor 14 (Risks associated with discretionary powers of the Issuer and the Determination Agent, including in relation to the Issuer's hedging arrangements).

18.2 Trading and o t her transactions by the Issuer or its Affiliates could affect the levels, values or prices of Underlying Asset(s) and their components

In connection with Barclays' normal business practices or in connection with hedging its obligations under the Securities, Barclays may from time to time buy or sell the Underlying Asset(s) and its or their components, or similar instruments, or derivative instruments relating to the Underlying Asset(s) or its or their components. These trading activities may present a conflict of interest between your interest in the Securities and the interests which Barclays may have in its proprietary accounts, in facilitating transactions, including block trades, for Barclays' other customers and in accounts under management. These trading activities also could affect the levels, values or prices of the Underlying Asset(s) in a manner that would decrease the market value of the Securities prior to maturity, or the amount you would receive at maturity or at the payment or settlement date. To the extent that Barclays has a Hedge Position in the Underlying Asset(s) or its or their components, or in a derivative or synthetic instrument related to the Underlying Asset(s) or its or their components, Barclays may increase or liquidate a portion of those holdings at any time before, during or after the term of the Securities. This activity may affect the amount payable at maturity, any amount of money payable at the payment date, or the market value of the Securities in a manner that would be adverse to your investment in the Securities. Depending on, among other things, future market conditions, the aggregate amount and the composition of those Hedge Positions are likely to vary over time. In addition, Barclays may purchase or otherwise acquire a long or short position in the Securities. Barclays may hold or resell any such position in the Securities.

18.3 Research reports and other transactions may create conflicts of interest between you and Barclays

Barclays may have previously published, and may in the future publish, research reports relating to the Underlying Asset(s) or its or their components. The views expressed in this research may be modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Securities. Any of these activities may affect the levels, values or prices of the Underlying Asset(s) or its or their components and, therefore, the market value of the Securities. Moreover, other professionals who deal in these markets may at any time have views that differ significantly from Barclays. In connection with your purchase of the Securities, you should investigate the Underlying Asset(s) and not rely on Barclays' views with respect to future movements in the Underlying Asset(s) and its or their components.

Barclays also may issue, underwrite or assist unaffiliated entities in the issuance or underwriting of other securities or financial instruments with returns indexed to the Underlying Asset(s). By introducing competing products into the marketplace in this manner, Barclays could adversely affect the market value of the Securities.

18.4 Barclays may have confidential information relating to the Underlying Asset(s) or components

Barclays, at present or in the future, may engage in business relating to the person or organisation responsible for calculating, publishing or maintaining the Underlying Asset(s), referred to as the 'sponsor' of the Underlying Asset(s). In addition, Barclays may engage in business relating to any components of the Underlying Asset(s), including making loans to, equity investments in, or providing investment banking, asset management or other advisory services to the respective sponsor or issuer. In connection with these activities, Barclays may receive information pertinent to the Underlying Asset(s) or its or their components that Barclays will not divulge to you.

18.5 Distributor(s) and conflicts of interest

Potential conflicts of interest may arise in relation to Securities offered through distribution, as the appointed manager(s) and/or distributor(s) will act pursuant to a mandate granted by the Issuer and may (to the extent permitted by law) receive commissions and/or fees on the basis of the services performed and the outcome of the placement of the Securities.

GENERAL DESCRIPTION OF THE PROGRAMME

Description:	Global Structured Securities Programme ("Programme").
	This Base Prospectus is one of a number of prospectuses which relate to the Programme.
	Securities are issued under the Master Agency Agreement.
Issuer (and legislation under	Barclays Bank PLC
which the Issuer operates):	The Issuer is authorised under the Financial Services and Markets Act 2000 (FSMA) to operate a range of regulated activities within the UK and is subject to consolidated prudential supervision by the United Kingdom Prudential Regulation Authority (PRA).
Managers:	As disclosed in the Final Terms, any one or more of Barclays Bank PLC, Barclays Capital Inc., Barclays Bank Ireland PLC, Barclays Capital Securities Limited and any other Manager specified in the Final Terms.
Issue and Paying and Transfer Agent:	The Bank of New York Mellon, London Branch
Determination Agent:	Barclays Bank PLC or Barclays Capital Securities Limited
Status:	The Securities constitute direct, unsecured and unsubordinated obligations of the Issuer and rank equally among themselves. The payment obligations of the Issuer under the Securities will rank equally with all other present and future unsecured and unsubordinated obligations of the Issuer (except for such obligations as may be preferred by provisions of law that are both mandatory and of general application). The Securities do not evidence deposits of the Issuer. The Securities are not insured or guaranteed by any government or government agency.
Listing:	Applications may be made to admit the Securities for listing on a regulated market and/or on a multilateral trading facility, as disclosed in the Final Terms. Securities may also be unlisted.
Rating:	Securities may be unrated or rated.
Governing law:	All Securities issued under this Base Prospectus shall be governed under English law.
Issue Price:	The Issue Price may be par, at a discount to par, or at a premium over par.
Currencies:	Subject to compliance with all applicable laws, regulations and directives, Securities may be issued in any currency.
Maturities:	Any maturity, subject to all applicable laws, regulations or directives.
Method of Issue:	The Securities will be issued in one or more series and each series may be issued in tranches on the same or different issue dates. The Securities of each series are intended to be interchangeable with all other Securities of that series.
Selling Restrictions:	The offer and sale of Securities may be restricted in certain jurisdictions.

INFORMATION INCORPORATED BY REFERENCE

The information set out under paragraph 2 (Information incorporated by reference) below contained in the documents set out under paragraph 1 (Source documents) below has been filed with the FCA and shall be incorporated in, and form part of, this Base Prospectus.

1. Source documents

(a) the Registration Document dated 11 March 2019 (the "Registration Document") and approved by the United Kingdom Financial Conduct Authority (the "FCA") in its capacity as competent authority in the United Kingdom;
(b) the GSSP Base Prospectus 1 dated 28 August 2018 (the "2018 GSSP Base Prospectus 1");
(c) the GSSP Base Prospectus 1 dated 29 August 2017 (the "2017 GSSP Base Prospectus 1");
(d) the GSSP Base Prospectus 1 dated 26 August 2016 (the "2016 GSSP Base Prospectus 1");
(e) the GSSP Base Prospectus 1 dated 8 October 2015 (the "October 2015 GSSP Base Prospectus 1");
(f) the GSSP Base Prospectus 1 dated 17 February 2015 (the "February 2015 GSSP Base Prospectus 1");
(g) the GSSP Base Prospectus 8 dated 23 January 2014 (the "2014 GSSP Base Prospectus 8");
(h) the Annual Report of the Issuer, as filed with the SEC on Form 20-F on 21 February 2019 in respect of the years ended 31 December 2017 and 31 December 2018 (the "2018 Form 20- F"); and
(i) the Annual Reports of the Issuer containing the audited consolidated financial statements and the independent auditors' report of the Issuer in respect of the years ended 31 December 2017 (the "2017 Issuer Annual Report") and 31 December 2018 (the "2018 Issuer Annual Report"), respectively.

2. Information incorporated by reference

The information specified in the table below is incorporated into this Base Prospectus by reference. Any information contained in any of the documents specified in paragraph 1 (Source documents) above which is not listed in the cross-reference lists below is not incorporated by reference in the Base Prospectus and is either not relevant for investors for the purposes of Article 5(1) of the Prospectus Directive or is covered elsewhere in the Base Prospectus. Any documents incorporated by reference into the above documents shall not thereby be deemed to have been incorporated by reference into this Base Prospectus.

From the Registration Document

Risk Factors The Issuer, the Bank Group and the Group	Pages 1 to 16 Pages 19 to 20
From the 2018 GSSP Base Prospectus 1
Terms and Conditions of the Securities	Pages 126 to 241
From the 2017 GSSP Base Prospectus 1
Terms and Conditions of the Securities	Pages 115 to 221
From the 2016 GSSP Base Prospectus 1
Terms and Conditions of the Securities	Pages 108 to 201

From the October 2015 GSSP Base Prospectus 1
Terms and Conditions of the Securities	Pages 106 to 195
From the February 2015 GSSP Base Prospectus 1
Terms and Conditions of the Securities	Pages 102 to 188
From the 2014 GSSP Base Prospectus 8
Terms and Conditions of the Securities	Pages 94 to 168
From the 2018 Form 20-F
Whole document (excluding the section entitled "Exhibit Index" on page 282)

From the 2018 Issuer Annual Report

Whole document

From the 2017 Issuer Annual Report

Whole document

The above documents may be inspected: (i) during normal business hours at the registered office of the Issuer; (ii) at https://home.barclays/investor-relations/reports-and-events and https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structuredsecurities-prospectuses (as applicable); and (iii) at the specified office of the Issue and Paying Agent as described in the section entitled 'General Information' below.

HOW THE RETURN ON YOUR INVESTMENT IS CALCULATED

THE WORKED EXAMPLES PRESENTED BELOW ARE HYPOTHETICAL SCENARIOS WHICH ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY AND ARE IN NO WAY REPRESENTATIVE OF ACTUAL PRICING TERMS. THE EXAMPLES ARE INTENDED TO DEMONSTRATE HOW AMOUNTS PAYABLE UNDER THE SECURITIES ARE CALCULATED UNDER A VARIETY OF SCENARIOS. THE ACTUAL AMOUNTS PAYABLE (IF ANY) WILL BE CALCULATED IN ACCORDANCE WITH THE TERMS OF YOUR SECURITIES AS SET OUT IN THE TERMS AND CONDITIONS SECTION OF THIS BASE PROSPECTUS.

How to use this section

This 'How the return on your investment is calculated' section demonstrates how the return on your investment will be calculated depending on the type of interest, option type and redemption type specified to be applicable for your Securities.

This section begins with a short overview of the different features that could apply to your Securities together with an explanation of some of the key terminology used in this section. You should read this section, together with the Final Terms, to determine which features apply to your Securities. This section also contains a number of worked examples to demonstrate how each of these features can affect the amounts payable on a series of Securities.

Interest: For worked examples showing how interest is calculated according to the type of interest specified to apply to a particular interest calculation period, please see the following:

Fixed Rate Interest	page 81
Floating Rate Interest	page 82
Inverse Floating Rate Interest	page 84
Inflation-Linked Interest	page 86
Digital Interest	page 89
Spread-Linked Interest	page 91
Decompounded Floating Rate Interest	page 93

If the type of interest that applies to an interest calculation period is specified as 'zero coupon', then no amount of interest will accrue or become payable in respect of such interest calculation period.

If 'Global Floor' is specified as applicable, the interest amount payable in respect of the final interest calculation period may be adjusted in order that the aggregate interest amount payable throughout the term of the Securities is not less than the pre-determined minimum amount. For a worked example of the 'Global Floor' feature, please see page 117.

For a worked example of the Switch Option, please see page 113, for a worked example of the Conversion Option, please see page 115 and for a worked example of the Curve Cap Rate see page 111.

Investors should look at the Final Terms to determine which type(s) of interest will be applicable to their Securities and refer to each of the worked examples above that correspond to such type(s) of interest.

Range Accrual Factor: For a description of the types of range accrual factor that can apply to your Securities, please see page 94. For worked examples showing how a range accrual factor affects the calculation of interest for the interest calculation period to which it applies, please see the following:

Range Accrual Factors for Fixed Rate Interest	page 94
Range Accrual Factors for Floating Rate Interest	page 99
Range Accrual Factors for Inverse Floating Rate Interest	page 103
Range Accrual Factors for Spread-Linked Interest	page 107

Investors should look at the Final Terms to determine whether any range accrual factor(s) will be applicable to their Securities and refer to each of the worked examples above that correspond to such range accrual factor(s).

Optional early redemption: For worked examples showing how each type of optional early redemption that may be specified to apply to your Securities works, please see the following:

Call Option	page 119
Put Option	page 120

Investors should look at the Final Terms to determine which type of optional early redemption will be applicable to their Securities and refer to the worked example above that corresponds to such type of optional early redemption.

Final redemption: For worked examples showing how the amount payable on final redemption is calculated according to the type of final redemption specified to apply to your Securities, please see the following:

Bullet Redemption	page 121
Inflation-Linked Redemption	page 122

Investors should look at the Final Terms to determine which type of final redemption will be applicable to their Securities and refer to the worked example above that corresponds to such type of final redemption.

Key terminology for Worked Examples

3m EURIBOR means the percentage rate for deposits in EUR for a period of 3 months, observed on the Interest Determination Date for a relevant Interest Calculation Period

3m GBP LIBOR means the percentage rate for deposits in GBP for a period of 3 months, observed on the Interest Determination Date for a relevant Interest Calculation Period

6m GBP LIBOR means the percentage rate for deposits in GBP for a period of 6 months, observed on the Interest Determination Date for a relevant Interest Calculation Period

EUR CMS2 means the 2 year EUR swap rate (being the rate at which two counterparties can exchange fixed EUR cash flows for floating EUR cash flows for a period of 2 years) observed on the Interest Determination Date for a relevant Interest Calculation Period

EUR CMS10 means the 10 year EUR swap rate (being the rate at which two counterparties can exchange fixed EUR cash flows for floating EUR cash flows for a period of 10 years) observed on the Interest Determination Date for a relevant Interest Calculation Period

Fixed spread means a fixed percentage which will be used in the calculation of the amount of interest payable on the Securities – the fixed spread applicable to any Securities will be specified in the Final Terms for those Securities

GBP CMS2 means the 2 year GBP swap rate (being the rate at which two counterparties can exchange fixed EUR cash flows for floating GBP cash flows for a period of 2 years) observed on the Interest Determination Date for a relevant Interest Calculation Period

GBP CMS10 means the 10 year GBP swap rate (being the rate at which two counterparties can exchange fixed EUR cash flows for floating GBP cash flows for a period of 10 years) observed on the Interest Determination Date for a relevant Interest Calculation Period

GBP CMS30 means the 30 year GBP swap rate (being the rate at which two counterparties can exchange fixed EUR cash flows for floating GBP cash flows for a period of 30 years) observed on the Interest Determination Date for a relevant Interest Calculation Period

Lower Barrier means, in respect of a Range Accrual Rate and a calendar day or month (as applicable), a lower threshold such that only if the Range Accrual Rate is determined to be equal to or greater than such threshold on such calendar day or month (as applicable) will the relevant 'Accrual Condition' be met. In respect of Dual Rate Range Accrual and Dual Spread Range Accrual, the Lower Barrier applicable to the first Range Accrual Condition will be designated "Lower Barrier 1" and the Lower Barrier applicable to the second Range Accrual Condition will be designated "Lower Barrier 2"

Range Accrual Condition means, in respect of a Range Accrual Factor and a calendar day or month (as applicable), the set of circumstances (or, in the case of Dual Rate Range Accrual or Dual Spread Range Accrual, both sets of circumstances) which, if satisfied, will result in such calendar day or month (as applicable) being counted in determining the value of such Range Accrual Factor

Range Accrual Rate means, in respect of a Range Accrual Condition, a specified floating rate or inflation index, which will be determined and compared to any applicable Lower Barrier and/or any applicable Upper Barrier to determine whether such Range Accrual Condition is met in respect of each calendar day or month (as applicable) for which the Range Accrual Factor is applicable

SONIA means the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest), calculated on the Interest Determination Date for a relevant Interest Calculation Period. By way of worked example, assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the nominal amount;
the Settlement Currency is GBP;
the daily compounding SONIA rates are as follows:
o compounding day 1: 4%;
o compounding day 2: 4.5%; and
o compounding day 3: 5%,
the day count fraction is 'Actual/365 (Fixed)' basis, being in respect of any period the actual number of calendar days in such period, divided by a year (assumed under this convention to be 365 days); and
the actual number of calendar days in the interest calculation period is assumed to be 3,

then for each Security that you hold the interest amount payable over such period on the interest payment date will be GBP 0.37, calculated as follows:

$$
GBP\ 1,000 \times \frac{3}{365} \times \left{ \left[ \left( 1 + 4\% \times \frac{1}{365} \right) \times \left( 1 + 4.5\% \times \frac{1}{365} \right) \times \left( 1 + 5\% \times \frac{1}{365} \right) - 1 \right] \times \frac{365}{3} \right}
$$
\n
$$
= GBP\ 1,000 \times \frac{3}{365} \times \left{ \left[ (1.000110) \times (1.000123) \times (1.000137) - 1 \right] \times \frac{365}{3} \right}
$$
\n
$$
= GBP\ 0.37
$$

In practice, the interest calculation period will be longer than the above worked example, so the interest amount payable will continue to be compounded over the interest calculation period accordingly.

Upper Barrier means, in respect of a Range Accrual Rate and a calendar day or month (as applicable), an upper threshold such that only if the Range Accrual Rate is determined to be equal to or less than such threshold on such calendar day or month (as applicable) will the relevant Range Accrual Condition be met. In respect of Dual Rate Range Accrual and Dual Spread Range Accrual, the Upper Barrier applicable to the first Range Accrual Condition will be designated "Upper Barrier 1" and the Upper Barrier applicable to the second Range Accrual Condition will be designated "Upper Barrier 2"

YoY EURHICPx means the year-on-year percentage change (being the percentage change in the reference index over a 12 month period) in the Eurostat Eurozone HICP Ex Tobacco Unrevised Series NSA, as published by Eurostat on a monthly basis

Fixed Rate Interest

Securities that pay Fixed Rate Interest pay a periodic and predetermined fixed rate of interest during the period for which Fixed Rate Interest applies.

Unless your Securities are redeemed early or are adjusted, in respect of each Security and on each interest payment date to which Fixed Rate Interest applies you will receive an amount calculated by applying the relevant fixed rate to the nominal amount, and then multiplying such amount by the applicable 'day count' fraction (which is a fraction used to reflect the number of days over which interest has accrued).

WORKED EXAMPLE: Assuming, for the purpose of this worked example only, that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the fixed rate is 6% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is assumed to be 91,

then for each Security that you hold the interest amount payable on the interest payment date will be GBP 15.17 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as fixed interest of 6%, or 0.06 × GBP 1,000 × day count fraction of 91/360, or 0.2493151. In this scenario you will therefore receive a positive interest return of GBP 15.17 on the interest payment date.

Floating Rate Interest

Securities that pay Floating Rate Interest pay interest that is tied to a floating rate, such as the Sterling Overnight Index Average (SONIA), multiplied by a number (participation) which determines the level of exposure to the reference rate (where a number greater than 1 will magnify the effect of gains and losses and a number less than 1 will reduce the effect of gains and losses), plus or minus a fixed percentage (fixed spread) and subject, in certain cases, to a maximum or minimum rate of interest.

The level of the participation depends on a number of economic factors and will be determined at the time of issuance by reference to market conditions relevant to the applicable reference rate at such time.

SONIA is an interest rate benchmark which reflects the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest).

Unless your Securities are redeemed early, in respect of each Security and on each interest payment date to which Floating Rate Interest applies you will receive an amount calculated by applying the rate of interest for that interest payment date to the nominal amount, and then multiplying such amount by a fraction reflecting the number of days for which interest has accrued (day count fraction). The rate of interest for any interest payment date will be determined by multiplying the level of the interest rate benchmark (the reference rate) for such interest payment date by the applicable participation (being a number which determines the level of exposure to the reference rate, where 1 will give proportionate exposure, a number greater than 1 will multiply the effects of gains and losses and a number less than 1 will reduce the effects of gains and losses) and then adding or subtracting a fixed percentage (fixed spread). The result shall be subject to any maximum or minimum rate specified in the Final Terms.

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the reference rate is SONIA (the daily rates compounded up to the end of the interest calculation period);
the participation is 1.1 (so, for every increase or decrease in the reference rate, the percentage to be added to the fixed spread to determine your rate of interest will increase or decrease by 110% of that);
the fixed spread (which has the effect of increasing, if positive, or decreasing, if negative, the reference rate) is 3%;
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 7% per annum;
the day count fraction is 'Actual/365 (Fixed)' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 365 days); and
the actual number of calendar days in the interest calculation period is assumed to be 181,
– if the reference rate is set at 3.1%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 31.79 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × rate of interest of 6.41% × day count fraction of 181/365. The rate of interest (6.41%) is calculated as the reference rate of 3.1% multiplied by the participation of 1.1 + 3% fixed spread, and is not subject to the minimum or maximum rate of interest. In this scenario you will therefore receive a positive interest return of GBP 31.79 on the interest payment date;
– if the reference rate is set at 4.52%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 34.71 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × rate of interest of 7% × day count fraction of 181/365. The rate of interest (7%) is set as the maximum rate of interest because the reference rate of 4.52% multiplied by the participation of 1.1 + 3% fixed spread results in a rate of 7.972% and the rate of interest is capped at 7%. In this scenario you will therefore receive a positive interest return of GBP 34.71 on the interest payment date;
– if the reference rate is set at -4%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 0. This figure is calculated as GBP 1,000 × rate of interest of 0% × day count fraction of 181/365. The rate of interest (0%) is set as the minimum rate of interest because the reference rate of - 4% multiplied by the participation of 1.1 + 3% fixed spread, results in a rate of -1.4%. In this scenario you will therefore receive no interest return on the interest payment date.

Inverse Floating Rate Interest

Securities that pay Inverse Floating Rate Interest pay interest that is equal to a fixed percentage (fixed spread) minus a floating rate, such as the Sterling Overnight Index Average (SONIA), multiplied by a number (participation) which determines the level of exposure to the reference rate (where a number greater than 1 will magnify the effect of gains and losses and a number less than 1 will reduce the effect of gains and losses) and subject, in certain cases, to a maximum or minimum rate of interest.

Note that the Interest Rate applicable to Inverse Floating Rate Interest is determined by subtracting the reference rate from a fixed percentage, whereas the Interest Rate applicable to Floating Rate Interest is determined by adding or subtracting a fixed percentage to or from the reference rate.

Unless your Securities are redeemed early, in respect of each Security and on each interest payment date to which Inverse Floating Rate Interest applies you will receive an amount calculated by applying the rate of interest for that interest payment date to the nominal amount, and then multiplying such amount by a fraction reflecting the number of days for which interest has accrued (day count fraction). The rate of interest for any interest payment date will be determined by multiplying the level of the interest rate benchmark (the reference rate) for such interest payment date by the applicable participation and then subtracting such rate from a fixed percentage (fixed spread). The result shall be subject to any maximum or minimum rate specified in the Final Terms.

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the reference rate is SONIA (the daily rates compounded up to the end of the interest calculation period);
the participation is 1.1 (so, for every increase or decrease in the reference rate, the percentage to be deducted from the fixed spread to determine your rate of interest will increase or decrease by 110% of that);
the fixed spread is 8%;
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 5% per annum;
the day count fraction is 'Actual/365 (Fixed)' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 365 days); and
the actual number of calendar days in the interest calculation period is assumed to be 181,
– if the reference rate is set at 3.1%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 22.76 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × rate of interest of 4.59% × day count fraction of 181/365. The rate of interest (4.59%) is calculated as 8% fixed spread minus the result of (i) the reference rate of 3.1% multiplied by (ii) the participation of 1.1, and is not subject to the minimum or maximum rate of interest. In this scenario you will therefore receive a positive interest

return of GBP 22.76 on the interest payment date;

– if the reference rate is set at 1.6%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 24.79 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × rate of interest of 5% × day count fraction of 181/365. The rate of interest (5%) is set as the maximum rate of interest because the 8% fixed spread minus the result of (i) the reference rate of 1.6% multiplied by (ii) the participation of 1.1 results in a rate of 6.24 and the rate of interest is capped at 5%. In this scenario you will therefore receive a positive interest return of GBP 24.79 on the interest payment date;
– if the reference rate is set at 8.50%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 0. This figure is calculated as GBP 1,000 × rate of interest of 0% × day count fraction of 181/365. The rate of interest (0%) is set as the minimum rate of interest because the 8% fixed spread minus the result of (i) the reference rate of 8.50% multiplied by (ii) the participation of 1.1 results in a rate of -1.35%. In this scenario you will therefore receive no interest return on the interest payment date.

Inflation-Linked Interest

Securities that pay Inflation-Linked Interest pay interest that is tied to the performance of a specified inflation index (such as the RPI) multiplied by a number (fixed percentage) which determines the level of exposure to the reference inflation index (where a number greater than 1 will magnify the effect of gains and losses and a number less than 1 will reduce the effect of gains and losses), plus or minus a fixed percentage (spread) (which may be zero) and in each case subject, where applicable, to a maximum or minimum rate of interest. The RPI is an economic indicator calculated and published monthly by the Office for National Statistics, measuring the change in the cost of a basket of retail goods and services in the UK. Inflation-linked interest products are not limited to the RPI and may reference any publicly available measure of inflation.

Unless your Securities are redeemed early or are adjusted, in respect of each Security and on each interest payment date to which Inflation-Linked Interest applies you will receive an amount in GBP calculated by applying the inflation-linked rate of interest for that interest payment date to the nominal amount, and then multiplying such amount by the applicable day count fraction (which is a fraction used to reflect the number of days over which interest has accrued). The relevant inflation-linked rate of interest for any interest payment date is determined by multiplying the applicable Inflation Factor by a fixed percentage (the 'Fixed Percentage') and then adding or subtracting another fixed percentage (the Spread), which may be equal to zero. The result shall be subject to any maximum or minimum rate specified in the Final Terms.

The applicable Inflation Factor may either be the Inflation Factor (Cumulative) or the Inflation Factor (Year-on-Year) as specified in the Final Terms.

Worked example of the Inflation-Linked Interest where the 'Inflation Factor' is the 'Inflation Factor (Cumulative)'

The Inflation Factor (Cumulative) is calculated as (i) the inflation index level for the calendar month specified in the Final Terms as corresponding to that interest payment date, divided by (ii) the inflation index level for the calendar month specified in the Final Terms as corresponding to the initial valuation date (the initial inflation index level).

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the inflation index is the RPI;
the interest payment date falls in December and the inflation index level is taken for the preceding September;
the initial valuation date falls in the previous December and the initial inflation index level is 115.83;
the Fixed Percentage is 3.00%;
the Spread is 0%;
the day count fraction is 'Actual/365 (Fixed)' basis, being the actual number of calendar days in the interest period, divided by a year (assumed under this convention to be 365 days); and
the actual number of calendar days in the interest period is 181,
– if the inflation index level corresponding to the interest payment date is fixed at 121.32, for each Security that you hold the interest amount payable on such interest payment date will be equal to GBP 15.58 (rounded to two decimal places). This figure is calculated

as GBP 1,000 × (Fixed Percentage of 3%, or 0.03 × inflation performance of 1.047397) × day count fraction of 181/365. The inflation performance of 1.047397 is calculated as the relevant inflation index level of 121.32, divided by the initial inflation index level of 115.83. In this scenario you will therefore receive a positive interest return of GBP 15.58 on the interest payment date;

– if the inflation index level corresponding to the interest payment date is fixed at 95.43, for each Security that you hold the interest amount payable on such interest payment date will be equal to GBP 12.26 (rounded to two decimal places). This figure is calculated as GBP 1,000 × (Fixed Percentage of 3%, or 0.03, × inflation performance of 0.8238798) × day count fraction of 181/365. The inflation performance of 0.8238798 is calculated as the relevant inflation index level of 95.43, divided by the initial inflation index level of 115.83. In this example, a negative inflation (or deflation) will result in you receiving a lower rate of interest than the Fixed Percentage of 3%. In this scenario you will therefore receive a positive interest return of GBP 12.26 on the interest payment date.

Worked example of the Inflation-Linked Interest where the 'Inflation Factor' is the 'Inflation Factor (Year-on-Year)'

The Inflation Factor (Year-on-Year) is calculated as (i) the level of the inflation index for the reference month specified for the interest payment, divided by (ii) the level of the inflation index for the reference month falling 12 months prior to such month, subtracting 1 (expressing the result as a percentage).

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the inflation index is the RPI;
the interest payment date falls in December and the reference month specified is September (3 month look back), and the level of the inflation index for the preceding September (15 month look back) is 115;
the Fixed Percentage is 110% (so, for every increase or decrease in the inflation index, the percentage to be added to the Spread to determine your rate of interest will increase or decrease by 110% of that);
the Spread is 1%;
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 6% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is assumed to be 181,
– if the level of the inflation index for the reference month in respect of the interest payment date is fixed at 120, for each Security that you hold the interest amount payable on such interest payment date will be equal to GBP 29.07 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × ((4.3478% (the inflation factor) × 110% (the Fixed Percentage)) + 1% (the Spread)) ×

day count fraction of 181/360. The inflation factor of 4.3478 is calculated as the relevant level of the inflation index of 120, divided by the preceding level of the inflation index of 115, minus 1 and expressed as a percentage, and is not subject to the minimum or maximum rate of interest. In this scenario you will therefore receive a positive interest return of GBP 29.07 on the interest payment date;

– if the level of the inflation index for the reference month in respect of the interest payment date is fixed at 123, for each Security that you hold the interest amount payable on such interest payment date will be equal to GBP 30.17 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × 6.0% × day count fraction of 181/360. The rate of interest (6%) is set as the maximum rate of interest because the inflation factor (6.9565%, calculated as (123/115 – 1)) multiplied by the Fixed Percentage (110%) added to the Spread (1%) results in a rate of 8.65215% and the rate of interest is capped at 6%. In this scenario you will therefore receive a positive interest return of GBP 30.17 on the interest payment date.

Digital Interest

Securities that pay Digital Interest may pay (a) 'Digital Rate 1' (which can either be a predetermined fixed rate of interest or a rate of interest linked to floating rate, depending on which one is applicable in the final terms), if a specified reference rate (the reference rate) is less than a specified strike (the strike), (b) 'Digital Rate 2' (which can either be a predetermined fixed rate of interest or a rate of interest linked to a floating rate, depending on which one is applicable in the final terms), if the reference rate is greater than the strike, or (c) the greater of Digital Rate 1 and Digital Rate 2, if the reference rate is equal to the strike rate.

Unless your Securities are redeemed early or are adjusted, in respect of each Security and on each interest payment date to which Digital Interest applies you will receive an amount calculated by applying the relevant digital interest rate to the nominal amount, and then multiplying such amount by the applicable 'day count' fraction (which is a fraction used to reflect the number of days over which interest has accrued), provided that no interest will be payable on an interest payment date if the applicable floating rate is less than the applicable strike rate.

The digital interest rate for any interest payment date will be 'Digital Rate 1' if on the relevant observation date the reference rate is less than the applicable strike rate, or will be ' Digital Rate 2' if on the relevant observation date the reference rate is greater than the applicable strike rate, or will be the greater of 'Fixed Rate 1' and 'Fixed Rate 2' if on the relevant observation date the reference rate is equal to the applicable strike rate.

Worked example of the Digital Interest where 'Digital Rate 1' and 'Digital Rate 2' are fixed rates

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the reference rate is 3 month LIBOR (the level taken on the first day of an interest calculation period);
the strike is 3%;
'Digital Rate 1' is a fixed rate of 2% per annum;
'Digital Rate 2' is a fixed rate of 6% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is 91,
– if the reference rate is set at 3.3%, the digital interest rate will be Digital Rate 2 and for each Security that you hold the interest amount payable on the interest payment date will be GBP 15.17 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as fixed interest of 6%, or 0.06 × GBP 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 15.17 on the interest payment date;
– if the reference rate is set at 2.8%, for each Security that you hold the digital interest rate will be Digital Rate 1 and the interest amount payable on the interest payment date will be GBP 5.06 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as fixed interest of 2%, or 0.02 × GBP 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 5.06 on the interest payment

date;

– if the reference rate is set at 3.0%, for each Security that you hold the digital interest rate will be Digital Rate 2 (being greater than Digital Rate 1) and for each Security that you hold the interest amount payable on the interest payment date will be GBP 15.17 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as fixed interest of 6%, or 0.06 × GBP 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 15.17 on the interest payment date.

Worked example of the Digital Interest where 'Digital Rate 1' is a floating rate and 'Digital Rate 2' is a fixed rate

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the reference rate is 3 month LIBOR (the level taken on the first day of an interest calculation period);
the strike is 4 per cent.
' Digital Rate 1' is the floating rate 3m EURIBOR;
'Digital Rate 2' is a fixed rate of 5% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is 91,
– if the reference rate is set at 4.3%, the digital interest rate will be Digital Rate 2 and for each Security that you hold the interest amount payable on the interest payment date will be GBP 12.64 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as fixed interest of 5%, or 0.05 × GBP 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 12.64 on the interest payment date;
– if the reference rate is set at 3.8%, the digital interest rate will be Digital Rate 1 and, if Digital Rate 1 fixes at 4%, for each Security that you hold the interest amount payable on the interest payment date will be GBP 10.11 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as rate of interest of 4%, or 0.04 × GBP 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 10.11 on the interest payment date;
– if the reference rate is set at 4.0%, the digital interest rate will be Digital Rate 2 (being greater than the rate at which Digital Rate 1 is fixed (4%) and for each Security that you hold the interest amount payable on the interest payment date will be GBP 12.64 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as fixed interest of 5%, or 0.05 × GBP 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 12.64 on the interest payment date.

Spread-Linked Interest

Securities that pay Spread-Linked Interest pay interest that is tied to the amount by which one reference rate (Spread-Linked Rate One(t)) is greater than an amount equal to the product of a leverage (Leverage) and the level of a second reference rate (Spread-Linked Rate Two(t)) for a given interest calculation period, each such floating rate determined in the manner described in 'Floating Rate Interest' above, multiplied by the participation (which is a number, specified in the final terms, that determines the level of exposure to the reference rates (where a number greater than 1 will magnify the effect of gains and losses and a number less than 1 will reduce the effect of gains and losses)), plus or minus a fixed percentage (fixed spread) and subject, in certain cases, to a maximum or minimum rate of interest.

Unless your Securities are redeemed early, in respect of each Security and on each interest payment date to which Spread-Linked Interest applies you will receive an amount calculated by applying the rate of interest for that interest payment date to the nominal amount, and then multiplying such amount by a fraction reflecting the number of days for which interest has accrued (the 'day count fraction'). The rate of interest for any interest payment date will be determined by multiplying the amount by which (i) Spread-Linked Rate One(t) is greater than (ii) the product of the Leverage and Spread-Linked Rate Two(t) (each spread-linked rate being the level of the relevant floating rate (the reference rate)) by the applicable participation, and then adding or subtracting a fixed percentage (the spread). The result shall be subject to any maximum or minimum rate specified in the final terms.

the nominal amount per security is EUR 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is EUR;
Spread-Linked Rate One(t) is EUR CMS30;
Spread-Linked Rate Two(t) is EUR CMS2;
Spread-Linked Rate One(t) Cap is 10%;
Spread-Linked Rate Two(t) Floor is 3%;
the Leverage is 1;
the participation is 5 (so, for every increase or decrease in the difference between the minimum of Spread-Linked Rate One(t) and Spread-Linked Rate One(t) Cap and the maximum of Spread-Linked Rate Two(t) and Spread-Linked Rate Two(t) Floor, your rate of interest will increase or decrease by 500% of that);
the fixed spread is 0.5%;
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 7.5% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is 365,
– if, for a given interest calculation period, Spread-Linked Rate One(t) is set at 5.00% and Spread-Linked Rate Two(t) is set at 4.00%, for each Security that you hold the interest

amount payable on the corresponding interest payment date will be equal to EUR 55.76 (rounded to two decimal places, with EUR 0.005 rounded upwards). This figure is calculated as EUR 1,000 × rate of interest of 5.50% × day count fraction of 365/360. The rate of interest (5.50%) is calculated as 1.00% (being the rate equal to Spread-Linked Rate One(t) (5.00%) minus the product of the Leverage, equal to 1, and Spread-Linked Rate Two(t) (4.00%)) multiplied by the participation of 5, plus the fixed spread of 0.5%, and is not subject to the minimum or maximum rate of interest. In this scenario you will therefore receive a positive interest return of EUR 55.76 on the interest payment date;

– if, for a given interest calculation period, Spread-Linked Rate One(t) is set at 12% and Spread-Linked Rate Two(t) is set at 2%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to EUR 76.04 (rounded to two decimal places, with EUR 0.005 rounded upwards). This figure is calculated as EUR 1,000 × rate of interest of 7.5% × day count fraction of 365/360. The rate of interest (7.5%) is set as the maximum rate of interest because the rate equal to Spread-Linked Rate One(t) Cap (10.0%) minus the product of the Leverage, equal to 1, and Spread-Linked Rate Two(t) Floor (3.0%) multiplied by the participation of 5, plus the fixed spread of 0.5% results in a rate of 35.5%. In this scenario the rate of interest is capped at 7.5%. In this scenario you will therefore receive a positive interest return of EUR 76.04 on the interest payment date;

– if, for a given interest calculation period, Spread-Linked Rate One(t) is set at 3.0% and Spread-Linked Rate Two(t) is set at 4.00%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to EUR 0.00 (rounded to two decimal places, with EUR 0.005 rounded upwards). This figure is calculated as EUR 1,000 × rate of interest of 0% × day count fraction of 365/360. The rate of interest (0%) is set as the minimum rate of interest because the rate equal to Spread-Linked Rate One(t) (3.0%) minus the product of the Leverage, equal to 1, and Spread-Linked Rate Two(t) (4.00%) multiplied by the participation of 5, plus the fixed spread of 0.5% results in a rate of -4.50%. In this scenario the rate of interest is floored at 0%. In this scenario you will therefore receive no interest return on the interest payment date.

Decompounded Floating Rate Interest

Securities that pay Decompounded Floating Rate Interest pay interest that is equal to a floating rate, such as London Interbank Offered Rate (LIBOR), subject to a decompounding adjustment.

Unless your Securities are redeemed early or are adjusted, in respect of each Security and on each interest payment date to which Decompounded Floating Rate Interest applies you will receive an amount calculated by applying the relevant decompounded interest rate to the nominal amount, and then multiplying such amount by the applicable 'day count' fraction (which is a fraction used to reflect the number of days over which interest has accrued), provided that no interest will be payable on an interest payment date if the applicable decompounded floating rate is less than zero. The decompounded rate of interest shall be subject to any maximum or minimum rate specified in the Final Terms.

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the reference rate is 3 month LIBOR (the level taken on the first day of an interest calculation period);
the fixed spread is 0%;
'Compounding Period' is 4 (i.e. quarterly);
the 'Decompounded Cap' is applicable and is 4.00%;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is 91,
– if the reference rate is set at 3.3%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 8.24 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × rate of interest of 3.26% (rounded to two decimal places) × day count fraction of 91/360. The rate of interest (3.26%) is calculated as 4×([1.033^0.25]-1). In this scenario you will therefore receive a positive interest return of GBP 8.24 on the interest payment date;
– if the reference rate is set at 4.5%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 9.96 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × rate of interest of 3.94% (rounded to two decimal places) × day count fraction of 91/360. The rate of interest (3.94%) is calculated as 4×([1.04^0.25]-1) (where the 4.5% has been reduced to the Decompounded Cap of 4% which is reflected in the value 1.04). In this scenario you will therefore receive a positive interest return of GBP 9.96 on the interest payment date;
– if the reference rate is set at -1%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 0. This figure is calculated as GBP 1,000 × rate of interest of 0% × day count fraction of 91/360. The rate of interest is floored at zero. In this scenario you will therefore receive no interest return on the interest payment date

Application of the Range Accrual Factor

The terms of any Securities that pay fixed rate, floating rate, inverse floating rate, Spread-Linked Interest and/or decompounded floating rate interest may provide that the amount of interest payable in respect of such Securities for any interest calculation period to which such interest types apply will be multiplied by the applicable range accrual factor.

The range accrual factor for any interest calculation period will be a fraction equal to (i) the number of observation dates in respect of such interest calculation period on which the relevant Range Accrual Condition was satisfied, divided by (ii) the total number of observation dates in respect of such interest calculation period. Whether or not the relevant Range Accrual Condition is satisfied in respect of any particular observation date will depend whether the level of the referenced inflation index, or the referenced floating rate(s), or the spread (i.e. the difference) between the referenced floating rate(s), as the case may be, is within a certain range. Note that there is no direct connection between the Day Count Fraction (which determines how interest accrues over time) and the Range Accrual Factor (which operates as described below).

A Range Accrual Factor can take one of the following forms:

Single Rate Range Accrual. The Range Accrual Factor will be a fraction equal to (i) the number of observation dates in the interest calculation period that the Range Accrual Rate is determined to be equal to or greater than the applicable Lower Barrier and/or equal to or less than the applicable Upper Barrier, divided by (ii) the total number of observation dates in respect of such interest calculation period.
Spread Range Accrual. The Range Accrual Factor will be a fraction equal to (i) the number of observation dates in the interest calculation period where the difference between two Range Accrual Rates (the second Range Accrual Rate being calculated as the product of a reference rate and a variable which may be equal to, greater or less than, 1) is determined to be a value equal to or greater than the applicable Lower Barrier and/or equal to or less than the applicable Upper Barrier, divided by (ii) the total number of observation dates in respect of such interest calculation period.
Dual Rate Range Accrual. The Range Accrual Factor will be a fraction equal to (i) the number of observation dates in the interest calculation period where both (x) one Range Accrual Rate is determined to be equal to or greater than Lower Barrier 1 and/or equal to or less than Upper Barrier 1 (as applicable) and (y) a second Range Accrual Rate is determined to be equal to or greater than Lower Barrier 2 and/or equal to or less than Upper Barrier 2 (as applicable), divided by (ii) the total number of observation dates in respect of such interest calculation period.
Dual Spread Range Accrual. The Range Accrual Factor will be a fraction equal to (i) the number of observation dates in the interest calculation period where both (x) a Range Accrual Rate is determined to be equal to or greater than Lower Barrier 1 and/or equal to or less than Upper Barrier 1 (as applicable) and (y) the difference between two Range Accrual Rates (the second Range Accrual Rate being calculated as the product of a reference rate and a variable which may be equal to, greater or less than, 1) is determined to be a value equal to or greater than Lower Barrier 2 and/or equal to or less than Upper Barrier 2 (as applicable), divided by (ii) the total number of observation dates in respect of such interest calculation period.
Year-on-Year Inflation Range Accrual. The Range Accrual Factor will be a fraction equal to (i) the number of calendar months in the interest calculation period in which a specified year-on-year inflation rate is determined to be a value equal to or greater than the Lower Barrier and/or equal to or less than the Upper Barrier (as applicable), divided by (ii) the total number of calendar months in respect of such interest calculation period.

Worked examples of the application of the Range Accrual Factor to Fixed Rate Interest

the fixed rate is 7% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is assumed to be 91,

Single Rate Range Accrual

Where 'Single Rate Range Accrual' is applicable to an interest calculation period to which Fixed Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which the Range Accrual Rate is (i) greater than or equal to any applicable Lower Barrier and (ii) less than or equal to any applicable Upper Barrier.

Assuming that:

the nominal amount per security is EUR 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is EUR,

if, for a given interest calculation period:

the Range Accrual Rate is 3m EURIBOR;
the Lower Barrier is 0% and the Upper Barrier is 5%;
the number of days in the interest calculation period where 3m EURIBOR fixes at or above the Lower Barrier and at or below the Upper Barrier is 61 calendar days in the interest calculation period,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be EUR 11.86 (rounded to two decimal places, with EUR 0.005 rounded upwards).

This figure is calculated as fixed interest of 7%, or 0.07 × EUR 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 61/91 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.60733 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of EUR 11.86 on the interest payment date.

Spread Range Accrual

Where 'Spread Range Accrual' is applicable to an interest calculation period to which Fixed Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is (i) greater than or equal to any applicable Lower Barrier and (ii) less than or equal to any applicable Upper Barrier.

Assuming that:

the nominal amount per security is EUR 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is EUR,

if, for a given interest calculation period:

Range Accrual Rate 1 is EUR CMS30;
Range Accrual Rate 2 is EUR CMS2 multiplied by a variable of 1;
the Lower Barrier is 0% and the Upper Barrier is not applicable; and
the number of calendar days in the interest calculation period where the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is greater than or equal to Lower Barrier is 91,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be EUR 17.69 (rounded to two decimal places, with EUR 0.005 rounded upwards).

This figure is calculated as fixed interest of 7%, or 0.07 × EUR 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 91/91 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 1 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of EUR 17.69 on the interest payment date.

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Dual Rate Range Accrual

Where 'Dual Rate Range Accrual' is applicable to an interest calculation period to which Fixed Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which (i) Range Accrual Rate 1 is (x) greater than or equal to any applicable Lower Barrier 1 and (y) less than or equal to any applicable Upper Barrier 1 AND (ii) Range Accrual Rate 2 is (x) greater than or equal to any applicable Lower Barrier 2 and (y) less than or equal to any applicable Upper Barrier 2.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is 3m USD LIBOR;
Range Accrual Rate 2 is 3m GBP LIBOR;
Lower Barrier 1 is not applicable and Upper Barrier 1 is equal to 4%;
Lower Barrier 2 is equal to 2% and Upper Barrier 2 is not applicable; and
the actual number of calendar days in the interest calculation period where Range Accrual Rate 1 is observed at or below Upper Barrier 1 AND Range Accrual Rate 2 is observed at or above Lower Barrier 2 is equal to 78,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 15.17 (rounded to two decimal places, with GBP 0.005 rounded upwards).

This figure is calculated as fixed interest of 7%, or 0.07 × GBP 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 78/91 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.857143 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 15.17 on the interest payment date.

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Dual Spread Range Accrual

Where 'Dual Rate Range Accrual' is applicable to an interest calculation period to which Fixed Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which (i) the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is (x) greater than or equal to any applicable Lower Barrier 1 and (y) less than or equal to any applicable Upper Barrier 1 AND (ii) Range Accrual Rate 3 is (x) greater than or equal to any applicable Lower Barrier 2 and (y) less than or equal to any applicable Upper Barrier 2.

Where:

Range Accrual Rate 1 is EUR CMS30;
Range Accrual Rate 2 is EUR CMS2 multiplied by a variable of 1;
Range Accrual Rate 3 is 3m EURIBOR;
Lower Barrier 1 is equal to 0.5% while Upper Barrier 1 is equal to 4%;
Lower Barrier 2 is not applicable and Upper Barrier 2 is equal to 6%; and
the actual number of calendar days in the interest calculation period where the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is observed at or above Lower Barrier 1 and at or below Upper Barrier 1 AND Range Accrual Rate 3 is observed at or below Upper Barrier 2 is equal to 0,

then, as the Range Accrual Factor will be equal to 0 for this given interest calculation period, for each Security that you hold no interest will be payable on the interest payment date. In this scenario you will therefore receive no interest return on the interest payment date.

Year-on-Year Inflation Range Accrual

Where 'Year-on-Year Inflation Range Accrual' is applicable to an interest calculation period to which Fixed Rate Interest applies, the Range Accrual Condition will be satisfied in respect of a month if the Range Accrual Rate is observed for such month to be greater than or equal to any applicable Lower Barrier and less than or equal to any applicable Upper Barrier. The Range Accrual Rate will be a specified inflation index, such as the Retail Price Index (the RPI), the Euro Harmonised Index of Consumer Prices (EUR HICP) or the US Consumer Price Index (US CPI).

The RPI is an economic indicator calculated and published monthly by the Office for National Statistics, measuring the change in the cost of a basket of retail goods and services in the UK. EUR HICP is an economic indicator compiled and published on a monthly basis by Eurostat and the national statistical institutes in accordance with harmonised statistical methods, measuring the change in the cost of a basket of retail goods and services in each member of the Eurozone. The US CPI is an economic indicator calculated and published monthly by the US Department of Labor's Bureau of Labor Statistics, measuring the change in the cost of a basket of retail goods and services in the United States.

Assuming that:

the nominal amount per security is EUR 1,000;

the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is EUR,

if, for a given interest calculation period:

the Range Accrual Rate for a month is the year-on-year EUR HICP rate, being the EUR HICP level for the reference month relating to such month divided by the EUR HICP level for the month falling 12 months prior to such reference month, minus 1;
Lower Barrier is 1% and Upper Barrier is 4%; and
the actual number of months in the interest calculation period where Range Accrual Rate is observed at or above Lower Barrier and at or below Upper Barrier is 3,

This figure is calculated as fixed interest of 7%, or 0.07 × EUR 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 3/3 (being the number of months in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of months in the interest calculation period), or 1 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of EUR 17.69 on the interest payment date.

Worked examples of the application of the Range Accrual Factor to Floating Rate Interest

WORKED EXAMPLE: Assuming, for the purpose of this worked example only, that:

the reference rate is 6 month LIBOR (the level taken two days prior to the start of an interest calculation period);
the participation is 1;
the fixed spread is 3.25%;
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 7% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is assumed to be 183,

Single Rate Range Accrual

Where 'Single Rate Range Accrual' is applicable to an interest calculation period to which Floating Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which the Range Accrual Rate is (i) greater than or equal to the Lower Barrier and (ii) less than or equal to the Upper Barrier.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

the Range Accrual Rate is 3m GBP LIBOR;
the Lower Barrier is 0% and Upper Barrier is 5%;
the number of days in the interest calculation period where 3m GBP LIBOR fixes at or above the Lower Barrier and at or below the Upper Barrier is 133 calendar days in the interest calculation period; and
the reference rate is set at 3.52%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 25.01 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 6.77%, or 0.0677 × GBP 1,000 × day count fraction of 183/360, or 0.508333 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 133/183 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.726776 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 25.01 on the interest payment date.

Spread Range Accrual

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Where 'Spread Range Accrual' is applicable to an interest calculation period to which Floating Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is (i) greater than or equal to the Lower Barrier and (ii) less than or equal to the Upper Barrier.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is GBP CMS30;
Range Accrual Rate 2 is GBP CMS2 multiplied by a variable of 1;
the Lower Barrier is 0% and the Upper Barrier is not applicable;
the number of calendar days in the interest calculation period where the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is greater than or equal to Lower Barrier is 91; and
the reference rate is set at 3.52%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 17.11 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 6.77%, or 0.0677 × GBP 1,000 × day count fraction of 183/360, or 0.508333 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 91/183 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.497268 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 17.11 on the interest payment date.

Dual Rate Range Accrual

Where 'Dual Rate Range Accrual' is applicable to an interest calculation period to which Floating Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which (i) Range Accrual Rate 1 is (x) greater than or equal to any applicable Lower Barrier 1 and (y) less than or equal to any applicable Upper Barrier 1 AND (ii) Range Accrual Rate 2 is observed to be (x) greater than or equal to any applicable Lower Barrier 2 and (y) less than or equal to any applicable Lower Barrier 2.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is 3m EURIBOR;
Range Accrual Rate 2 is 3m GBP LIBOR;
Lower Barrier 1 is not applicable and Upper Barrier 1 is equal to 4%;
Lower Barrier 2 is equal to 2% and Upper Barrier 2 is not applicable;
the actual number of calendar days in the interest calculation period where Range Accrual Rate 1 is observed at or below Upper Barrier 1 AND Range Accrual Rate 2 is observed at or above Lower Barrier 2 is equal to 183; and
the reference rate is set at 3.52%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 34.41 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 6.77%, or 0.0677 × GBP 1,000 × day count fraction of 183/360, or 0.508333 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 183/183 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 1 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 34.41 on the interest payment date.

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Dual Spread Range Accrual

Where 'Dual Spread Range Accrual' is applicable to an interest calculation period to which Floating Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which (i) the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is (x) greater than or equal to any applicable Lower Barrier 1 and at or below Upper Barrier 1 AND (ii) Range Accrual Rate 3 is (x) greater than or equal to any applicable Lower Barrier 2 and (y) less than or equal to any applicable Upper Barrier.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is EUR CMS30 rate;
Range Accrual Rate 2 is EUR CMS2 multiplied by a variable of 1;
Range Accrual Rate 3 is 3m EURIBOR;
Lower Barrier 1 is not applicable while Upper Barrier 1 is equal to 5%;
Lower Barrier 2 is equal to 3.5% and Upper Barrier 2 is equal to 7%;
the actual number of calendar days in the interest calculation period where the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is observed at or above Lower Barrier 1 and at or below Upper Barrier 1 AND Range Accrual Rate 3 is observed at or below Upper Barrier 2 is equal to 174; and
the reference rate is set at 3.52%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 32.72 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 6.77%, or 0.0677 × GBP 1,000 × day count fraction of 183/360, or 0.508333 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 174/183 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.95082 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 32.72 on the interest payment date.

Worked examples of the application of the Range Accrual Factor to Inverse Floating Rate Interest

WORKED EXAMPLE: Assuming, for the purpose of this worked example only, that:

the reference rate is 6 month LIBOR (the level taken two days prior to the start of an interest calculation period);
the participation is 1;
the fixed spread is 8%;
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 7% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is assumed to be 183,

Single Rate Range Accrual

Where 'Single Rate Range Accrual' is applicable to an interest calculation period to which Inverse Floating Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which the Range Accrual Rate is (i) greater than or equal to any applicable Lower Barrier and (ii) less than or equal to any applicable Upper Barrier.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate is 3m GBP LIBOR;
Lower Barrier is 0% and Upper Barrier is 5%; and
the number of days in the interest calculation period where 3m GBP LIBOR fixes at or above the Lower Barrier and at or below the Upper Barrier for 133 calendar days in the interest calculation period; and
the reference rate is set at 3.52%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 16.55 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.48%, or 0.0448 × GBP 1,000 × day count fraction of 183/360, or 0.508333 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 133/183 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.726776 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 16.55 on the interest payment date.

Spread Range Accrual

Where 'Spread Range Accrual' is applicable to an interest calculation period to which Inverse Floating Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is (i) greater than or equal to any applicable Lower Barrier and (ii) less than or equal to any applicable Upper Barrier.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is GBP CMS30;
Range Accrual Rate 2 is GBP CMS2 multiplied by a variable of 1;
the Lower Barrier is 0% and the Upper Barrier is not applicable; and
the number of calendar days in the interest calculation period where the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is greater than or equal to Lower Barrier is 91; and
the reference rate is set at 3.52%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 11.32 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.48%, or 0.0448 × GBP 1,000 × day count fraction of 183/360, or 0.508333 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 91/183 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.497268 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 11.32 on the interest payment date.

Dual Rate Range Accrual

Where 'Dual Rate Range Accrual' is applicable to an interest calculation period to which Inverse Floating Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which (i) Range Accrual Rate 1 is (x) greater than or equal to any applicable Lower Barrier 1 and (y) less than or equal to any applicable Upper Barrier 1 AND (ii) Range Accrual Rate 2 is (x) greater than or equal to any applicable Lower Barrier 2 and (y) less than or equal to any applicable Upper Barrier 2.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is 3m EURIBOR;
Range Accrual Rate 2 is 3m GBP LIBOR;
Lower Barrier 1 is not applicable and Upper Barrier 1 is equal to 4%;
Lower Barrier 2 is equal to 2% and Upper Barrier 2 is not applicable;
the actual number of calendar days in the interest calculation period where Range Accrual Rate 1 is observed at or below Upper Barrier 1 AND Range Accrual Rate 2 is observed at or above Lower Barrier 2 is equal to 183; and
the reference rate is set at 3.52%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 22.77 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.48%, or 0.0448 × GBP 1,000 × day count fraction of 183/360, or 0.508333 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 183/183 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 1 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 22.77 on the interest payment date.

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Dual Spread Range Accrual

Where 'Dual Spread Range Accrual' is applicable to an interest calculation period to which Inverse Floating Rate Interest applies, the Range Accrual Condition will be satisfied on a day on which (i) the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is (x) greater than or equal to any applicable Lower Barrier 1 and (y) less than or equal to any applicable Upper Barrier 1 AND (ii) Range Accrual Rate 3 is (x) greater than or equal to any applicable Lower Barrier 2 and (y) less than or equal to any applicable Upper Barrier 2.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is EUR CMS30;
Range Accrual Rate 2 is EUR CMS2 multiplied by a variable of 1;
Range Accrual Rate 3 is 3m EURIBOR;
Lower Barrier 1 is not applicable while Upper Barrier 1 is equal to 5%;
Lower Barrier 2 is equal to 3.5% and Upper Barrier 2 is equal to 7%;
the actual number of calendar days in the interest calculation period where the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is observed at or above Lower Barrier 1 and at or below Upper Barrier 1 AND Range Accrual Rate 3 is observed at or below Upper Barrier 2 is equal to 174; and
the reference rate is set at 3.52%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 21.65 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.48%, or 0.0448 × GBP 1,000 × day count fraction of 183/360, or 0.508333 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 174/183 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.95082 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 21.65 on the interest payment date.

Worked examples of the application of the Range Accrual Factor to Spread-Linked Interest

WORKED EXAMPLE: Assuming, for the purpose of this worked example only, that:

Spread-Linked Rate One(t) is GBP CMS10, while Spread-Linked Rate Two(t) is GBP CMS2;
the leverage is 1;
the participation is 5;
the fixed spread is 0%;
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 7% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
the actual number of calendar days in the interest calculation period is assumed to be 365,

Single Rate Range Accrual

Where 'Single Rate Range Accrual' is applicable to an interest calculation period to which Spread-Linked Interest applies, the Range Accrual Condition will be satisfied on a day on which the Range Accrual Rate is (i) greater than or equal to any applicable Lower Barrier and (ii) less than or equal to any applicable Upper Barrier.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

the Range Accrual Rate is 3m GBP LIBOR;
the Lower Barrier is 0% and the Upper Barrier is 5%;
the number of days in the interest calculation period where 3m GBP LIBOR fixes at or above the Lower Barrier and at or below the Upper Barrier for 266 calendar days in the interest calculation period; and
Spread-Linked Rate One(t) is set at 3.73% and Spread-Linked Rate Two(t) is set at 2.84%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 32.88 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.45%, or 0.0445 × GBP 1,000 × day count fraction of 365/360, or 1.013889 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 266/365 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.728767 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 32.88 on the interest payment date.

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Spread Range Accrual

Where 'Spread Range Accrual' is applicable to an interest calculation period to which Spread-Linked Interest applies, the Range Accrual Condition will be satisfied on a day on which the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is (i) greater than or equal to any applicable Lower Barrier and (ii) less than or equal to any applicable Upper Barrier.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is GBP CMS30;
Range Accrual Rate 2 is GBP CMS2 multiplied by a variable of 1;
the Lower Barrier is 0% and the Upper Barrier is not applicable;
the number of calendar days in the interest calculation period where the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is greater than or equal to Lower Barrier is 91; and
Spread-Linked Rate One(t) is set at 3.73% and Spread-Linked Rate Two(t) is set at 2.84%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 11.25 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.45%, or 0.0445 × GBP 1,000 × day count fraction of 365/360, or 1.013889 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 91/365 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.249315 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 11.25 on the interest payment date.

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Dual Rate Range Accrual

Where 'Dual Rate Range Accrual' is applicable to an interest calculation period to which Spread-Linked Interest applies, the Range Accrual Condition will be satisfied on a day on which (i) Range Accrual Rate 1 is (x) greater than or equal to any applicable Lower Barrier 1 and (y) less than or equal to any applicable Upper Barrier 1 AND (ii) Range Accrual Rate 2 is (x) greater than or equal to any applicable Lower Barrier 2 and (y) less than or equal to any applicable Upper Barrier 2.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is 3m EURIBOR;
Range Accrual Rate 2 is 3m GBP LIBOR;
Lower Barrier 1 is not applicable and Upper Barrier 1 is equal to 4%;
Lower Barrier 2 is equal to 2% and Upper Barrier 2 is not applicable;
the actual number of calendar days in the interest calculation period where Range Accrual Rate 1 is observed at or below Upper Barrier 1 AND Range Accrual Rate 2 is observed at or above Lower Barrier 2 is equal to 183;
Spread-Linked Rate One(t) is set at 3.73% and Spread-Linked Rate Two(t) is set at 2.84%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 22.62 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.45%, or 0.0445 × GBP 1,000 × day count fraction of 365/360, or 1.013889 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 183/365 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.50137 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 22.62 on the interest payment date.

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Dual Spread Range Accrual

Where 'Dual Spread Range Accrual' is applicable to an interest calculation period to which Spread-Linked Interest applies, the Range Accrual Condition will be satisfied on a day on which (i) the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is (x) greater than or equal to any applicable Lower Barrier 1 and (y) less than or equal to any applicable Upper Barrier 1 AND (ii) Range Accrual Rate 3 is (x) greater than or equal to any applicable Lower Barrier 2 and (y) less than or equal to any applicable Upper Barrier 2.

Assuming that:

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,

if, for a given interest calculation period:

Range Accrual Rate 1 is EUR CMS30;
Range Accrual Rate 2 is EUR CMS2 multiplied by a variable of 1;
Range Accrual Rate 3 is 3m EURIBOR;
Lower Barrier 1 is not applicable while Upper Barrier 1 is equal to 5%;
Lower Barrier 2 is equal to 3.5% and Upper Barrier 2 is equal to 7%;
the actual number of calendar days in the interest calculation period where the difference between Range Accrual Rate 1 and Range Accrual Rate 2 is observed at or above Lower Barrier 1 and at or below Upper Barrier 1 AND Range Accrual Rate 3 is

observed at or below Upper Barrier 2 is equal to 345; and

Spread-Linked Rate One(t) is set at 3.73% and Spread-Linked Rate Two(t) is set at 2.84%,

then for each Security that you hold the interest amount payable on the interest payment date relating to such interest calculation period will be GBP 42.65 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.45%, or 0.0445 × GBP 1,000 × day count fraction of 365/360, or 1.013889 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 345/365 (being the number of calendar days in the interest calculation period on which the Range Accrual Condition is satisfied, divided by the total number of days in the interest calculation period), or 0.945205 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of GBP 42.65 on the interest payment date.

Curve Cap

The Curve Cap represents the maximum percentage at which interest may be payable on an interest payment date, the amount of which is determined by reference to a specified rate (the reference index) plus or minus a fixed percentage (the margin), and multiplied by the applicable leverage (being a number which determines the level of exposure to the reference index (including the margin)) (the Factor). Such amount is subject to a maximum rate specified in the final terms (the Upper Limit).

The reference index can either be, as specified in the final terms, (i) 'single rate', which means that the relevant amount is calculated by multiplying a reference rate by the applicable leverage (the multiplier), (ii) 'spread rate', which means that the relevant amount is determined as the difference between (a) a reference rate (reference rate 1) multiplied by the applicable leverage (multiplier 1) and (b) a reference rate (reference rate 2) multiplied by the applicable leverage (multiplier 2) or (iii) 'combined rate', which means that the relevant amount is determined as the sum of (a) a reference rate (reference rate 1) multiplied by the applicable leverage (multiplier 1) and (b) a reference rate (reference rate 2) multiplied by the applicable leverage (multiplier 2).

Each of the reference rate, reference rate 1 and reference rate 2 can be either a floating rate, a swap rate or an inflation index, as specified in the final terms.

Worked examples of the application of the Curve Cap

WORKED EXAMPLE 1: Assuming, for the purpose of this worked example only, that:

the Factor is equal to 100%;
the margin is equal to 0.125%;
the applicable reference index is 'single rate';
the reference rate is the USD CMS30Y;
the multiplier is equal to 1.1; and
the Upper Limit is equal to 3.2%,

if the reference rate is set at 3.00%, the reference index, which is calculated by multiplying the reference rate by the multiplier, will be equal to 3.30%. As the percentage determined by adding the reference index plus the margin, and then by multiplying the result by the Factor, is equal to 3.425%, which is higher than the Upper Limit, the applicable Curve Cap Rate will be capped at 3.2%. In this scenario any positive interest return you may receive on the interest payment date will not be higher than 3.2% per annum.

WORKED EXAMPLE 2: Assuming, for the purpose of this worked example only, that:

the Factor is equal to 120%;
the margin is equal to 0.15%;
the applicable reference index is 'spread rate';
reference rate 1 is the EUR CMS30Y;
multiplier 1 is equal to 1;
reference rate 2 is the EUR CMS2Y;
multiplier 2 is equal to 1.2; and
the Upper Limit is equal to 2.00%,

if reference rate 1 is set at 3.00% and reference rate 2 is set at 2.00%, the applicable Curve Cap

Rate will be equal to 0.90%. This figure is calculated as the sum of 0.60%, being the reference index, plus the margin and then by multiplying the result by the Factor. The reference index is calculated as the difference between the product of reference rate 1 multiplied by multiplier 1, and the product of reference rate 2 multiplied by multiplier 2. In this scenario the percentage of the Curve Cap Rate is lower than the Upper Limit and, therefore, any positive interest return you may receive on the interest payment date may be capped at less than 2.00% per annum.

WORKED EXAMPLE 3: Assuming, for the purpose of this worked example only, that:

the Factor is equal to 125%;
the margin is equal to 0.01%;
the applicable reference index is 'combined rate';
reference rate 1 is the 3m EURIBOR;
multiplier 1 is equal to 1.2;
reference rate 2 is the EUR CMS2Y;
multiplier 2 is equal to 0.8; and
the Upper Limit is equal to 6.00%,

if reference rate 1 is set at 4.00% and reference rate 2 is set at 2.50%, the reference index, which is calculated as the sum of the product of reference rate 1 multiplied by multiplier 1, and the product of reference rate 2 multiplied by multiplier 2, will be equal to 6.80%. As the percentage determined by adding the reference index plus the margin, and then by multiplying the result by the Factor is equal to 8.51%, which is higher than the Upper Limit, the Curve Cap Rate will be capped at 6.00%. In this scenario any positive interest return you may receive on the interest payment date will not be higher than 6.00% per annum.

The Switch Option

The switch option provides the Issuer with the right to change the types of interest and/or range accrual factors applicable to the Securities for all remaining interest calculation periods up to and including the maturity date. The types of interest and/or range accrual factors applicable both prior to and following exercise of the switch option, as well as all other conditions relating to such types of interest and/or range accrual factors, will be determined in advance of the issue date and specified in the final terms.

Once the switch option has been exercised it cannot be exercised again. The switch option will be exercisable during a specified period or periods as set out in the final terms. Noteholders will receive an interest amount calculated on the basis of the Pre-switch Variables up to and including the interest payment date in respect of the interest calculation period in which the switch option is exercised. For each remaining interest calculation period following exercise of the switch option, the interest amount will be calculated on the basis of the Post-switch Variables.

Exercise of the switch option does not impact upon the redemption of the Securities or any interest amount that has previously been paid to Noteholders.

the nominal amount per security is EUR 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is EUR;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest period, divided by a year (assumed under this convention to be 360 days);
the actual number of calendar days in the interest period is assumed to be 91;
the Type of Interest if the switch option is not exercised is Fixed Rate Interest;
the fixed rate is 7% per annum;
a Range Accrual Factor (Single Rate Range Accrual) applies if the switch option is not exercised;
the Range Accrual Rate is 3m EURIBOR;
the Lower Barrier is 0% and the Upper Barrier is 5%;
the number of days in the interest calculation period where 3m EURIBOR fixes at or above the Lower Barrier and at or below the Upper Barrier is 61 calendar days;
the Type of Interest if the switch option is exercised is Spread-linked Interest;
Spread-Linked Rate One(t) is EUR CMS10 (with the level being taken two days prior to the start of an interest calculation period); Spread-Linked Rate Two(t) is EUR CMS2 (with the level being taken two days prior to the start of an interest calculation period);
the participation is 5;
fixed spread is 0%; and
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 7% per annum;
(a) If, in respect of the first interest payment date, the switch option has not been exercised, the interest amount payable will be EUR 11.86 (rounded to two decimal places, with EUR 0.005 rounded upwards). This figure is calculated as fixed interest of 7%, or 0.07 ×

EUR 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures) × the Range Accrual Factor of 61/91, or 0.60733 (rounded to the nearest seven significant figures). In this scenario you will therefore receive a positive interest return of EUR 11.86 on the interest payment date.

(b) If, in respect of the fourth interest payment date, the switch option was exercised in the previous interest calculation period and Spread-Linked Rate One(t) for a given interest calculation period is set at 3.73% and Spread-Linked Rate Two(t) is set at 2.84%, the interest amount payable on the interest payment date will be EUR 11.25 (rounded to two decimal places, with EUR 0.005 rounded upwards). This figure is calculated as a rate of interest of 4.45%, or 0.0445 × EUR 1,000 × day count fraction of 91/360, or 0.252778 (rounded to the nearest seven significant figures). The rate of interest (4.45%) is calculated as 0.89% (being the amount by which Spread-Linked Rate One(t) exceeds Spread-Linked Rate Two(t)) × participation of 5. For the avoidance of doubt Spread-Linked Interest will apply in respect of each subsequent interest calculation period. In this scenario you will therefore receive a positive interest return of EUR 11.25 on the interest payment date.

The Conversion Option

The conversion option provides the Holder representing 100% of the aggregate nominal amount (or of the outstanding number, as applicable) of the Securities (such Holder, the "Exercising Holder") with the right to convert any interest payment type specified in the relevant final terms to Fixed Rate Interest for the current interest calculation period and/or one or more future interest calculation periods (the "Conversion Period"). The fixed interest rate and other variables for the determination of the interest amounts payable within the Conversion Period will be agreed between the Exercising Holder and the Determination Agent during the conversion process. Upon a valid exercise, Fixed Rate Interests will be paid in respect of each interest calculation period within the Conversion Period. If the Conversion Period does not co-terminate with the term of the Securities, the interest payment type specified in the relevant final terms will be resumed in respect of interest calculation periods following the end of the Conversion Period.

If 'Global Floor' is specified as applicable in the relevant final terms and the Conversion Period coterminates with the term of the Securities, the Exercising Holder and the Determination Agent will further agree to retain or remove the Global Floor during the conversion process.

The Exercising Holder shall comply with the timeliness and content requirements specified in the terms and conditions when delivering a conversion option exercise notice to the Determination Agent. If the Determination Agent acknowledges the receipt of a valid exercise notice, the Exercising Holder and the Determination Agent will go through a conversion process involving quotation of one or more fixed interest rates (and related information) by the Determination Agent, acceptance of quote by the Exercising Holder and confirmation by the Determination Agent. A conversion option exercise notice may be delivered up to a maximum exercise number of times (the "Maximum Exercise Number") as specified in the relevant final terms.

The conversion option is illustrated by the following worked example in respect of Securities that pay Floating Rate Interest. The conversion option may be applicable to Securities that pay other types of interest. Nonetheless, the principles governing the operation of the conversion option remain the same irrespective of the interest payment type.

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the reference rate is 12 month LIBOR (the level taken on the first day of an interest calculation period);
the participation is 1.0 (so, for every increase or decrease in the reference rate, the percentage to be added to the fixed spread to determine your rate of interest will increase or decrease by 100% of that);
the fixed spread (which has the effect of increasing, if positive, or decreasing, if negative, the reference rate) is 0%;
the rate of interest is subject to a minimum rate of 0% and a maximum rate of 5% per annum;
the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days);
the actual number of calendar days in the interest calculation period is assumed to be 360;
the Conversion Option is applicable with Maximum Exercise Number equal to one; and
the Global Floor is applicable and the Global Floor Percentage = 20%
- If, in respect of the first interest payment date, the Conversion Option has not been exercised, and if the reference rate is set at 7.0%, for each Security that you hold the interest amount payable on the corresponding interest payment date will be equal to GBP 50.00 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × rate of interest of 5.00% × day count fraction of 360/360. The rate of interest (5.00%) is calculated as the reference rate of 7.0% multiplied by the participation of 1.0 + 0% fixed spread, and is subject to the maximum rate of interest of 5.00%. In this scenario you will therefore receive a positive interest return of GBP 50.00 on the interest payment date;
– If, in respect of the fourth and fifth interest payment dates: (i) you notify the Issuer that you intend to exercise the Conversion Option by sending an email 6 business days prior to the fourth interest payment date and you provide the relevant required information, and (ii) the Determination Agent acknowledges receipt of such request and (iii) you accept the Determination Agent's Initial Quote of 4.00% fixed rate and the Determination Agent sends a confirmation email to you, then the Conversion Option will be validly exercised. The interest amount payable on the fourth and fifth interest payment dates will be equal to GBP 40.00 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × fixed rate of interest of 4.00% × day count fraction of 360/360. For the avoidance of doubt Floating Rate Interest will apply in respect of each subsequent interest calculation period following the fifth interest payment date and you will have no more right to exercise the Conversion Option.
– If, in respect of all interest payment dates following but excluding the fifth interest payment date: (i) you notify the Issuer that you intend to exercise the Conversion Option by sending an email 6 business days prior to the sixth interest payment date and you provide the relevant required information, and (ii) the Determination Agent acknowledges receipt of such request and (iii) you accept the Determination Agent's Initial Quote of 10.00% fixed rate with removal of the Global Floor and the Determination Agent sends a confirmation email to you, then the Conversion Option will be validly exercised. The interest amount payable on all sixth interest payment dates and all subsequent payment dates will be equal to GBP 100.00 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × fixed rate of interest of 10.00% × day count fraction of 360/360. For the avoidance of doubt the Floating Rate Interest will not apply in respect of any interest calculation period from the sixth interest payment date nor will the Global Floor and you will have no more right to exercise the Conversion Option.

Global Floor

If 'Global Floor' is specified as an applicable feature in the Final Terms of a specific series of Securities, an additional interest amount will be payable at the maturity or redemption of such Securities provided that the aggregate of the interest amount paid and payable on the Securities (per nominal amount) in respect of each interest payment date over the term of the Securities (including any interest amount payable at maturity or redemption, and such aggregate amount being the "Aggregate Interest Amount") is less than the nominal amount multiplied by the global floor percentage (the "Global Floor Percentage") as specified in the relevant Final Terms (such product being the "Global Floor"). The "Additional Interest Amount" is equal to the Global Floor minus the Aggregate Interest Amount.

The 'Global Floor' feature is illustrated by the following worked example in respect of Securities that pay Floating Rate Interest. The 'Global Floor' feature may be applicable to Securities that pay other types of interest. Nonetheless, the principles governing the operation of the 'Global Floor' remain the same irrespective of the interest payment type.

• the nominal amount per security is GBP 1,000;
• the issue price is 100% of the Aggregate Nominal Amount;
• the Settlement Currency is GBP;
• the reference rate is 12 month LIBOR (the level taken on the first day of an interest calculation period);
• the participation is 1.0 (so, for every increase or decrease in the reference rate, the percentage to be added to the fixed spread to determine your rate of interest will increase or decrease by 100% of that);
• the fixed spread (which has the effect of increasing, if positive, or decreasing, if negative, the reference rate) is 0%;
• the rate of interest is subject to a minimum rate of 0%
• the day count fraction is 'Actual/360' basis, being the actual number of calendar days in the interest calculation period, divided by a year (assumed under this convention to be 360 days); and
• the actual number of calendar days in the interest calculation period is assumed to be 360,
• the Global Floor is applicable and the Global Floor Percentage = 20%
– if in respect of the last interest calculation period, the sum of all interest amounts paid prior to the last interest payment date is GBP 90.00 and the reference rate is set at 3.0%, for each Security that you hold the interest amount payable on the last interest payment date will be equal to GBP 110.00 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × (rate of interest of 3.0% + Additional Interest Amount of 8%)× day count fraction of 360/360. The rate of interest (3.00%) is calculated as the reference rate of 3.0% multiplied by the participation of 1.0 + 0% fixed spread, and is not subject to the minimum or maximum rate of interest. The Additional Interest Amount of 8% is calculated as the difference between (i) the Global Floor Percentage (20%) and (ii) the aggregate of the Interest Amounts paid (i.e. 9%) plus the last rate of interest (3.0%). In this scenario you will therefore receive a positive interest return of GBP 110.00 on the interest payment date;
– if in respect of the last interest calculation period, the sum of all interest amounts paid prior to the last interest payment date is GBP 250.00 and the reference rate is set at 3.0%, for each Security that you hold the interest amount payable on the last interest payment date will be equal to GBP 30.00 (rounded to two decimal places, with GBP

0.005 rounded upwards). This figure is calculated as GBP 1,000 × (rate of interest of 3.0%)× day count fraction of 360/360. The rate of interest (3.00%) is calculated as the reference rate of 3.0% multiplied by the participation of 1.0 + 0% fixed spread, and is not subject to the minimum or maximum rate of interest. There is no Additional Interest Amount in this case as the difference between (i) the Global Floor Percentage (20%) and (ii) the aggregate of the Interest Amounts paid (i.e. 25%) plus the last rate of interest (3.0%) is negative. In this scenario you will therefore receive a positive interest return of GBP 30.00 on the interest payment date;

– if in respect of the last interest calculation period, the sum of all interest amounts paid prior to the last interest payment date is GBP 0.00 and the reference rate is set at 0.0%, for each Security that you hold the interest amount payable on the last interest payment date will be equal to GBP 200.00 (rounded to two decimal places, with GBP 0.005 rounded upwards). This figure is calculated as GBP 1,000 × (rate of interest of 0.0% + Additional Interest Amount of 20%)× day count fraction of 360/360. The rate of interest (0.00%) is calculated as the reference rate of 0.0% multiplied by the participation of 1.0 + 0% fixed spread, and is not subject to the minimum or maximum rate of interest. The Additional Interest Amount of 20% is calculated as the difference between (i) the Global Floor Percentage (20%) and (ii) the aggregate of the Interest Amounts paid (i.e. 0%) plus the last rate of interest (0.0%). In this scenario you will therefore receive a positive interest return of GBP 200.00 on the interest payment date.

Call Option

A call option gives the Issuer the right to repurchase the Securities before the final maturity date at a predetermined price on a specified date(s). If the Securities are repurchased, you will be paid a prespecified redemption value plus any accrued and unpaid interest. The Securities will have a specified period or periods during which the call option may be exercised. Bermudan call options can be exercised by the Issuer during multiple pre-defined periods, whereas European call options can be exercised during one specified period only.

Following the exercise by the Issuer of a call option, in respect of each Security, as well as any accrued but unpaid interest, you will receive an amount in GBP equal to (x) the nominal amount, multiplied by (y) the percentage specified as the early redemption percentage in the final terms (or, if no such amount is specified, 100%).

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,
– if the early redemption percentage is 105%, the early redemption amount payable for each Security that you hold will be GBP 1,050;
– if no early redemption percentage is specified, the early redemption amount payable for each Security that you hold will be GBP 1,000; or
– if the early redemption percentage is 90%, the early redemption amount payable for each Security that you hold will be GBP 900. In this scenario you will therefore incur a loss with respect to the redemption amount of GBP 100.

Put Option

A put option gives you the right to sell a Security before the final maturity date at a predetermined price on a specified date(s). If a Security is sold, you will be paid a pre-specified redemption value plus any accrued and unpaid interest. Securities that are not sold shall continue until the final maturity date. The Securities will have a specified period or periods during which a put option may be exercised. Bermudan put options can be exercised by the investor during multiple pre-defined periods, whereas European put options can be exercised during one specified period only.

Following the exercise by you of a put option, in respect of that Security, as well as any accrued but unpaid interest, you will receive an amount in GBP equal to (x) the nominal amount, multiplied by (y) the percentage specified as the early redemption percentage in the final terms (or, if no such amount is specified, 100%).

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,
– if the early redemption percentage is 105%, the early redemption amount payable for each Security that you hold will be GBP 1,050;
– if no early redemption percentage is specified, the early redemption amount payable for each Security that you hold will be GBP 1,000; or
– if the early redemption percentage is 90%, the early redemption amount payable for each Security that you hold will be GBP 900. In this scenario you will therefore incur a loss with respect to the redemption amount of GBP 100.

Bullet Redemption

Unless your Securities are terminated early, are purchased and cancelled, or are adjusted, you will receive on the maturity date for each Security that you hold, an amount in GBP equal to (x) the nominal amount, multiplied by (y) the percentage specified as the final redemption percentage in the final terms (or, if no such amount is specified, 100%).

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount; and
the Settlement Currency is GBP,
– if the final redemption percentage is 105%, the redemption amount payable on maturity for each Security that you hold will be GBP 1,050. In this scenario you will therefore receive a positive redemption return of GBP 50;
– if no final redemption percentage is specified, the redemption amount payable on maturity for each Security that you hold will be GBP 1,000. In this scenario you will therefore receive no positive redemption return; or
– if the final redemption percentage is 90%, the redemption amount payable on maturity for each Security that you hold will be GBP 900. In this scenario you will therefore incur a loss with respect to the redemption amount of GBP 100.

Inflation-Linked Redemption

Inflation-linked products pay a pre-determined redemption amount that is adjusted to reflect the performance of a specified inflation index, such as the UK Retail Price Index published monthly by the Office for National Statistics (RPI) (as described above). Inflation-linked products are not limited to the RPI and may reference any publicly available measure of inflation.

Unless your Securities are terminated early, are purchased and cancelled, or are adjusted, you will receive on the maturity date for each Security that you hold, an amount in GBP equal to the nominal amount, multiplied by an amount reflecting the performance of the inflation index calculated as (i) the level of the inflation index for the calendar month specified in the final terms as corresponding to the maturity date, divided by (ii) the initial level of the inflation index (as described above). The inflation performance shall be subject to a minimum number specified in the final terms as the final redemption floor (or, where no final redemption floor is specified, 1).

the nominal amount per security is GBP 1,000;
the issue price is 100% of the Aggregate Nominal Amount;
the Settlement Currency is GBP;
the inflation index is the RPI;
the final valuation date falls in December and the level of the inflation index is taken for the preceding September;
the initial valuation date falls in the previous December (and the initial level of the inflation index is 100); and
the final redemption floor is specified as 1,
– if the level of the inflation index corresponding to the final valuation date is 121, the redemption amount payable on maturity for each Security that you hold will be equal to GBP 1,210. This amount is calculated as GBP 1,000 × an inflation performance of 1.21 (being the final level of the inflation index of 121 divided by the initial level of the inflation index of 100). In this scenario you will therefore receive a positive redemption return of GBP 210;
– if the level of the inflation index corresponding to the final valuation date is 95, the redemption amount payable on maturity for each Security that you hold will be equal to GBP 1,000. This amount is calculated as GBP 1,000 × 1 (the final redemption floor). In this scenario, the redemption amount is subject to the final redemption floor because the inflation performance is 0.95 (being the final level of the inflation index of 95 divided by the initial level of the inflation index of 100). In this scenario you will therefore receive no return on the Securities.

	Contents		Page
A.		INTRODUCTION	124
B.		FORM, TITLE, TRANSFER, CALCULATIONS AND PAYMENTS UNDER THE
		SECURITIES	125
	1.	Form, title and transfer125
	2.	Status 129
	3.	Calculations and publication 130
	4.	Payments 131
C.		INTEREST, OPTIONAL EARLY REDEMPTION AND FINAL REDEMPTION	133
	5.	Interest 133
	6.	Optional Early Redemption 178
	7.	Final Redemption 181
D.		INFLATION INDEX DISRUPTION EVENTS	183
	8.	Inflation Index Disruption Events 183
	9.	Consequences of FX Disruption Events 186
E.		GENERAL PROVISIONS	187
	10.	Accrual of Interest 187
	11.	Adjustment or early redemption following an Additional Disruption Event 187
	12.	Administrator/Benchmark Event 188
	13	Indicative amounts	188
	14.	Events of Default 189
	15.	Agents 189
	16.	Taxation 190
	17.	Prescription 191
	18.	Replacement of Securities (other than CREST Securities) 191
	19.	Early redemption for unlawfulness or impracticability 192
	20.	Notices 192
	21.	Substitution 193
	22.	Modifications and meetings of Holders 193
	23.	Further issues 195
	24.	Purchases and cancellations 195
	25.	Governing law and jurisdiction 195
	26.	Severability 195
	27.	Contracts (Rights of Third Parties) Act 1999 195
	28.	Definitions and interpretation 196

The following text comprises the terms and conditions of the Securities (the "General Conditions") that, subject to completion or election in the Final Terms (together, the "Conditions"), shall be applicable to each Series.

Calculations and determinations: unless otherwise specified, all calculations and determinations in the conditions shall be made by the Determination Agent. In respect of each such calculation and determination, General Condition 15.2 (Determinations by the Determination Agent) shall apply.

The provisions within Section C: INTEREST, OPTIONAL EARLY REDEMPTION AND FINAL REDEMPTION and Section D: INFLATION INDEX DISRUPTION EVENTS will only be applicable where specified in the Final Terms. In particular, the Final Terms will indicate:

whether or not the Securities pay interest and, if so, the type of interest payable;
whether or not the Securities may be redeemed early at the option of the Issuer or the Holders; and
the type of redemption amount due on the Securities upon final redemption,

in each case in accordance with the relevant sub-paragraph from General Condition 5 (Interest); General Condition 6 (Optional Early Redemption) and General Condition 7 (Final Redemption), as is specified to be applicable in the Final Terms.

All capitalised terms that are not defined in these General Conditions have the meanings given to them in the Final Terms.

References in these General Conditions to 'Securities' are to the Securities of one Series only, not to all Securities that may be issued pursuant to the Programme.

A. INTRODUCTION

The Securities are issued as a Series of notes ("Notes") by the Issuer and references to 'Securities' shall be construed as a reference to each Series accordingly. Securities are issued pursuant to the Master Agency Agreement dated 6 June 2018 (as further amended and/or supplemented and/or restated and/or replaced as at the relevant Issue Date, the "Master Agency Agreement") and, other than CREST Securities, with the benefit of a Deed of Covenant dated 6 June 2018 (as further amended and/or supplemented and/or restated and/or replaced as at the relevant Issue Date, the "Deed of Covenant") executed by the Issuer.

Copies of the Master Agency Agreement and the Deed of Covenant are available for inspection at the registered office of the Issuer, the Issue and Paying Agent and the specified offices of the Paying Agents, the Transfer Agents and the Registrar.

The determination agent (the "Determination Agent"), the issue and paying agent (the "Issue and Paying Agent"), the registrar (the "Registrar"), the paying agents (the "Paying Agents"), the transfer agents (the "Transfer Agents") and, in respect of any issue of CREST Securities, the agent providing certain issuing, registry and paying agency services to the Issuer (the "CREST Agent") (together, the "Agents") shall be as specified below or in the Final Terms, as applicable. The Issue and Paying Agent shall be The Bank of New York Mellon, London Branch, of One Canada Place, London E14 5AL.

In respect of any issue of CREST Securities, the CREST Agent shall be Computershare Investor Services PLC, unless otherwise specified in the Final Terms. For the purpose of CREST Securities, any reference in the Conditions to a calculation or determination being made by the Determination Agent or the Issue and Paying Agent shall be deemed to be a reference to the Issuer making such calculation or determination.

Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche will be identical to the terms of other Tranches of the same Series (save in respect of the Issue Date, Issue Price, first payment of interest, if applicable, and Aggregate Nominal Amount of the Tranche) and will be set out in the Final Terms.

Unless otherwise expressly indicated, capitalised terms used in these Conditions have the meanings given in General Condition 28 (Definitions and interpretation).

B. FORM, TITLE, TRANSFER, CALCULATIONS AND PAYMENTS UNDER THE SECURITIES

1. Form, title and transfer

1.1 Form of Securities

(a) Form of Securities (other than CREST Securities)

Securities will be issued in bearer form ("Bearer Securities"), with or without coupons (the "Coupons") or talons (the "Talons"), or in registered form ("Registered Securities") as specified in the Final Terms. Securities in one form may not be exchanged for Securities in any other form except as provided below.

Bearer Securities will initially be issued in global form (each a "Global Bearer Security" and, if more than one, the "Global Bearer Securities"), and may only be exchanged for Securities in definitive form (each a "Definitive Bearer Security" and, if more than one, the "Definitive Bearer Securities") (i) in the case of Bearer Securities with a single Specified Denomination, if specified in the Final Terms or (ii) in the case of all Bearer Securities, upon an Exchange Event occurring, and in each case in accordance with the terms of the relevant Global Beare r Security. Registered Securities may initially be issued in global form (each a "Global Registered Security" and, if more than one, the "Global Registered Securities" and, together with a Global Bearer Security, each a "Global Security" and, if more than one, the "Global Securities") if specified in the Final Terms, which may only be exchanged for Securities in definitive form (each a "Definitive Registered Security" and, if more than one, the "Definitive Registered Securities" and, together with Definitive Bearer Securities, "Definitive Securities"), if specified in the Final Terms, or upon an Exchange Event occurring, and in each case in accordance with the terms of the relevant Global Registered Security. Registered Securities may initially be issued as Definitive Registered Securities if specified in the Final Terms. The Issuer will promptly give notice to Holders if an Exchange Event occurs.

(b) Form of CREST Securities

CREST Securities will be issued in dematerialised uncertificated registered form and will be held in accordance with the United Kingdom Uncertificated Securities Regulations 2001 (SI 2001/3755) including any modification or reenactment thereof from time to time in force (the "Uncertificated Regulations"), and not constituted by any physical document of title. CREST Securities will be cleared through CREST and will be participating securities for the purposes of the Uncertificated Regulations.

(c) Initial issue of Global Securities

If the Final Terms specifies 'NGN Form' to be 'Applicable' with respect to a Global Bearer Security, or if the Final Terms specifies 'Held under the NSS' to be 'Applicable' in respect to a Global Registered Security to be held under the New Safekeeping Structure ("NSS") ("NGN Form"), such Global Bearer Security or Global Registered Security will be delivered on or prior to the original issue date of the Series or Tranche to a common safekeeper (a "Common Safekeeper"). The Aggregate Nominal Amount or aggregate number (as applicable) of the Global Security shall be that which is from time to time entered in the records of the Relevant Clearing System. Securities should only be issued in NGN Form where they are intended to be held in a manner which would allow Eurosystem eligibility but such recognition will depend upon the satisfaction of the Eurosystem eligibility criteria.

If the Final Terms specifies 'CGN Form' to be 'Applicable' ("CGN Form"), the Global Security may be delivered on or prior to the original issue date of the Series or Tranche to a Common Depositary for the Relevant Clearing System (and, in the case of Registered Securities, registered in the name of any nominee for the Relevant Clearing System). The Relevant Clearing System will then credit each subscriber with an Aggregate Nominal Amount or aggregate number (as applicable) of the Global Security equal to the nominal amount or number thereof for which it has subscribed and paid.

1.2 Exchange of Securities

(a) Exchange of Global Securities

Each Series of Bearer Securities issued in compliance with the D Rules (in which case the Final Terms specifies 'Form of Securities' to be 'TEFRA: D Rules') will be initially issued in the form of a temporary global security in bearer form (a "Temporary Global Security") and will be exchangeable for a permanent bearer global security (a "Permanent Global Security"), free of charge, on and after its Exchange Date, upon certification as to non-US beneficial ownership in the form set out in the Master Agency Agreement.

Each Series of Bearer Securities issued in compliance with the C Rules (in which case the Final Terms specifies 'Form of Securities' to be 'TEFRA: C Rules') or in respect of which TEFRA does not apply (in which case the Final Terms specifies 'Form of Securities' to be 'TEFRA: Not Applicable') will be initially issued in the form of a Permanent Global Security.

Upon the occurrence of an Exchange Event on or after its Exchange Date each Permanent Global Security will be exchangeable, in whole but not in part, free of charge, for Definitive Securities. Temporary Global Securities will not be exchangeable for Definitive Securities.

If the Global Security is in CGN Form, on or after any due date for exchange, the Holder may surrender it or, in the case of a partial exchange, present it for endorsement to or to the order of the Issue and Paying Agent and in exchange the Issuer will deliver, or procure the delivery of, (i) in the case of a Temporary Global Security, a Permanent Global Security in an Aggregate Nominal Amount or aggregate number (as applicable) equal to that of the Temporary Global Security that is being exchanged, or (ii) in the case of a Permanent Global Security exchangeable for Definitive Securities, an equal Aggregate Nominal Amount or aggregate number (as applicable) of duly executed and authenticated Definitive Securities.

If the Global Security is in NGN Form, the Issuer will procure that details of such exchange be entered pro rata in the records of the Relevant Clearing System. On exchange in full of each Permanent Global Security, the Issuer will, if the Holder so requests, procure that it is cancelled and returned to the Holder together with the relevant Definitive Securities.

(b) Exchange of Registered Securities

Registered Securities of each Series which are sold in an 'offshore transaction' within the meaning of Regulation S under the Securities Act will be represented by interests in a Global Security, without Coupons or Talons, or deposited with, and registered in the name of, a Common Depositary or a Common Safekeeper on behalf of the Relevant Clearing System on its issue date.

1.3 Denomination and number

The Final Terms in respect of Securities will specify the denomination or denominations (each a "Specified Denomination") in which such Securities are issued, the Aggregate Nominal Amount, the Issue Price per Security and the Calculation Amount.

In the case of a Series with more than one Specified Denomination, Bearer Securities of one Specified Denomination will not be exchangeable for Bearer Securities of another Specified Denomination.

All Registered Securities of a Series shall have the same Specified Denomination.

1.4 Title

(a) Title to Securities (other than CREST Securities)

Title to Bearer Securities and any Coupons or Talons, as the case may be, passes by delivery. Title to Registered Securities passes by registration in the Register, which the Issuer shall procure is kept by the Registrar in accordance with the provisions of the Master Agency Agreement.

The Issuer and the relevant Agents shall (except as otherwise required by law or ordered by a court of competent jurisdiction) deem and treat the Holder (as defined below) of any Bearer Security, Coupon or Registered Security as its absolute owner for all purposes (whether or not such Security is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it (or on the Global Security representing it) or its theft or loss) and no person shall be liable for so treating the Holder.

In these General Conditions, except in respect of CREST Securities, "Holder" means the bearer of any Bearer Security or the person in whose name a Registered Security is registered except that, in respect of any Global Securities, the person appearing as the accountholder for the Relevant Clearing System (the "Accountholder") shall be treated as the Holder for all purposes other than with respect to the payment of any amount due under the Securities (for which purpose the Common Depositary or Common Safekeeper (or their respective nominee, as applicable), as the case may be, shall be treated by the Issuer and any Agent as the relevant Holder).

(b) Title to CREST Securities

The CREST Agent on behalf of the Issuer shall maintain a record of uncertificated corporate securities (the "Record") in relation to CREST Securities and each person who is for the time being shown in the Record shall be treated by the Issuer and the Agents as the Holder of the particular nominal amount or number of CREST Securities, as the case may be, for all purposes (and the expression 'Holder' and related expressions shall be construed accordingly for the purposes of the Conditions).

No provision of the Conditions shall apply or have effect to the extent that it is in any respect inconsistent with (i) the holding of title to CREST Securities in uncertificated form, (ii) the transfer of title to CREST Securities by means of a relevant system or (iii) the Uncertificated Regulations. Without prejudice to the generality of the preceding sentence, so long as the CREST Securities are participating securities, (A) the Record shall be maintained at all times in the United Kingdom, (B) the CREST Securities will be issued in uncertificated form in accordance with and subject as provided in the Uncertificated Regulations and (C) the Conditions shall remain applicable notwithstanding that they are not endorsed on any certificate or document of title for such CREST Securities.

As used in these General Conditions, each of "Operator", "Operator register of corporate securities", "participating security", "record of uncertificated corporate securities" and "relevant system" is as defined in the Uncertificated Regulations (and the relevant Operator is Euroclear UK & Ireland Limited or any additional or alternative Operator from time to time and notified to the Holders of CREST Securities).

(c) Title to CREST Depository Interests

Where the Final Terms specifies 'CDIs' to be 'Applicable' for a Series, investors may hold CREST Depository Interests ("CDIs") constituted and issued by the CREST Depository and representing indirect interests in such Securities. CDIs will be issued and settled through CREST.

Neither the Securities nor any rights with respect thereto will be issued, held, transferred or settled within CREST otherwise than through the issue, holding, transfer and settlement of CDIs. Holders of CDIs will not be entitled to deal directly in the Securities to which such CDIs relate (the "Underlying Securities"). Accordingly, all dealings in Securities represented by a holding of CDIs will be effected through CREST.

CDIs will be constituted and governed by the terms of the CREST Deed Poll. Holders of CDIs will have no rights against the Issuer, any Manager or any Agent in respect of the Underlying Securities, interests therein or the CDIs representing them.

1.5 Transfers

(a) Transfers of Cleared Securities

(i) Cleared Securities (other than CREST Securities)

Subject to General Condition 1.5(d) (Minimum Tradable Amount) below, transfers of Securities which are held in a Relevant Clearing System may be effected only through the Relevant Clearing System in which the Securities to be transferred are held and only in accordance with the Relevant Rules. Title will pass upon registration of the transfer in the books of Euroclear.

(ii) Transfers of CREST Securities

Transfers of CREST Securities are effected upon registration of the transfer in the Operator register of corporate securities and subject to and in accordance with the Uncertificated Regulations and the rules, procedures and practices in effect of the Operator (the "CREST Requirements").

Transfers of CREST Securities will be effected without charge by or on behalf of the Issuer, the Operator or the CREST Agent, but upon payment of any Taxes that may be imposed in relation to them (or the giving of such indemnity as the Issuer, the Operator or the CREST Agent may require).

(b) Transfers of non-cleared Securities

(i) Non-cleared Bearer Securities

Bearer Securities which are not Cleared Securities, Coupons and Talons will be transferred by delivery.

(ii) Non-cleared Registered Securities

Registered Securities which are not Cleared Securities may be transferred only through the Register by delivery in writing to the Registrar or any Transfer Agent of (A) the relevant Definitive Registered Security or Global Registered Security representing such Registered Securities to be transferred, (B) the duly completed form of transfer, Exercise Notice or notice of redemption and surrender and (C) any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Securities, a new Definitive Registered Security shall be issued to the transferee in respect of the part transferred and a further new Definitive Registered Security or Global Registered Security in respect of the balance of the holding not transferred shall be issued to the transferor. Transfers of part only of a holding of Registered Securities represented by a non-cleared Global Registered Security may only be made (1) if an Exchange Event occurs; or (2) with the consent of the Issuer, provided that, the registered Holder has given the Registrar not less than ten Business Days' notice at its specified office of the registered Holder's intention to effect such transfer. All transfers of Securities and entries on the Register will be made subject to the detailed regulations concerning transfers of Securities scheduled to the Master Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and each Holder. A copy of the current regulations will be made available by the Registrar to any Holder upon request.

Transfers of Registered Securities will be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any Taxes that may be imposed in relation to it (or the giving of an indemnity as the Issuer, Registrar or the relevant Transfer Agent may require).

(c) Registered Security Closed Periods

No Holder may require the transfer of a Definitive Registered Security (i) during the period of 15 calendar days ending on the due date for redemption or exercise, or any date on which the Securities may be called for redemption by the Issuer at its option pursuant to General Condition 6.1(c)(i) (Call-European) or 6.1(c)(ii) (Call-Bermudan), (ii) on any day after the date of any Option Exercise Notice delivered by such Holder in respect of such Definitive Registered Security, (iii) after any such Security has been called for redemption or has been exercised or (iv) during the period of seven calendar days ending on (and including) any Record Date.

(d) Minimum Tradable Amount

Transactions in the Securities may, if specified in the Final Terms, be subject to a Minimum Tradable Amount, in which case such Securities will be transferable only in a nominal amount of not less than such Minimum Tradable Amount and, in the case of Cleared Securities, in accordance with the Relevant Rules.

2. Status

The Securities constitute direct, unsecured and unsubordinated obligations of the Issuer and rank equally among themselves. The payment obligations of the Issuer under the Securities will rank equally with all other present and future unsecured and unsubordinated obligations of the Issuer (except for such obligations as may be preferred by provisions of law that are both mandatory and of general application). The Securities do not evidence deposits of the Issuer. The Securities are not insured or guaranteed by any government or government agency.

3. Calculations and publication

3.1 Rounding

For the purposes of any calculations required pursuant to the Conditions, unless otherwise specified, all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with half a unit being rounded up), save in the case of Japanese yen, which shall be rounded down to the nearest Japanese yen. For these purposes, "unit" means the lowest amount of such currency that is available as legal tender in the country of such currency.

3.2 Determination and publication of interest rates, Interest Amounts and amounts in respect of settlement

As soon as practicable on such date as the Issue and Paying Agent or (as applicable) the Determination Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation in respect of or in connection with any Security, such Agent shall determine such rate, obtain any required quotation or make such determination or calculation, as the case may be, and cause the relevant payment amount to be notified to the Issuer, each of the Paying Agents, the Holders, any other Agent in respect of the Securities that is to make a payment or further calculation or determination upon receipt of such information and, if the Securities are listed and the rules of the Relevant Stock Exchange or other relevant authority so require, such exchange or relevant authority, as soon as possible after their determination.

3.3 Calculation Amount

(a) General

If the Settlement Amount relating to a Security is specified, or is to be determined, by reference to the Calculation Amount specified in the Final Terms, then, on each occasion on which such Security is redeemed in part, the corresponding Settlement Amount shall be deemed to have been reduced by an amount proportional to the nominal amount or portion of the Security so redeemed or exercised with effect from the date of such partial reduction or exercise.

(b) Calculations in respect of Securities
(i) Notwithstanding anything to the contrary in the Conditions or the Master Agency Agreement each calculation of an amount payable in cash in respect of each Security (other than Definitive Securities) shall be based on the Aggregate Nominal Amount or number of all such Securities outstanding on such date (or the relevant affected portion thereof), rounded in accordance with the method provided in General Condition 3.1 (Rounding) above and distributed in accordance with the Relevant Rules.
(ii) For the avoidance of doubt, in relation to any amount which is payable under the Conditions in respect of a Security and which is calculated by reference to a Calculation Amount, references to 'Security' shall mean to a Security having a nominal amount (or face value) equal to the Calculation Amount.

3.4 Business Day Convention

If (i) any date specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, or (ii) there is no numerically corresponding day of the calendar month in which an Interest Period End Date should occur, and where in each case the Final Terms specifies Business Day Convention to be:

(a) 'Following', such date shall be postponed to the next day that is a Business Day;
(b) 'Modified Following', such date shall be postponed to the next day that is a Business Day unless it would fall in the next calendar month, in which case such date shall be brought forward to the immediately preceding Business Day;
(c) 'Nearest', such date shall be brought forward to the first preceding day that is a Business Day if the relevant date otherwise falls on a day other than a Sunday or a Monday and shall be postponed to the first following day that is a Business Day if the relevant date otherwise falls on a Sunday or a Monday;
(d) 'Preceding', such date shall be brought forward to the immediately preceding Business Day; or
(e) 'Floating Rate', such date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such date shall be brought forward to the immediately preceding Business Day and (B) each subsequent such date shall be the last Business Day in the month in which such date would have fallen had it not been subject to adjustment.

4. Payments

4.1 Payments in respect of Definitive Bearer Securities

In respect of any Definitive Bearer Security, payments of principal will be made against and subject to the presentation and surrender (or, in the case of part payment, endorsement) of the relevant Definitive Bearer Security at the specified office of any Paying Agent outside the United States, by a cheque drawn in the currency in which payment is due, or by transfer to an account with an Account Bank denominated in such currency, as applicable. Payments of interest will be made as set out above but against and subject to the presentation and surrender of the relevant Coupon.

Notwithstanding the foregoing, payments of principal or interest may be made in United States dollars at the specified office of any Paying Agent in New York City if (i) the Issuer has appointed Paying Agents with offices outside of the United States with the reasonable expectation that such Paying Agents would be able to make payment in United States dollars, (ii) payment of the full amount of such interest or principal in United States dollars at the offices of such Paying Agents is illegal or effectively precluded by exchange controls or other similar restrictions and (iii) payment is permitted by applicable United States law, without involving, in the determination of the Issuer, any adverse tax consequences to the Issuer.

4.2 Payments in respect of Definitive Registered Securities

Payments of principal in respect of each Definitive Registered Security will be made against and subject to the condition to settlement, presentation and surrender of the relevant Definitive Registered Security at the specified office of the Registrar or any of the Transfer Agents and in the manner provided in the immediately following paragraph below.

Payments of interest in respect of each Definitive Registered Security will be made on the relevant due date to the Holder, or the first named of any joint Holders appearing in the Register at the close of business on the relevant Record Date by cheque drawn on an Account Bank and mailed to such Holder at the address in the Register, or by electronic transfer to an account in the relevant currency maintained by the payee with an Account Bank.

4.3 Payments in respect of Global Securities

(a) Global Bearer Securities

No payment falling due after the Exchange Date will be made on any Global Bearer Securities unless exchange for an interest in a Permanent Global Security or for Definitive Bearer Securities is improperly withheld or refused. Payments on any Temporary Global Security issued in compliance with the D Rules before the Exchange Date will only be made against presentation of certification as to non-US beneficial ownership in the form set out in the Master Agency Agreement.

(b) CGNs

All payments in respect of Bearer Securities in CGN Form will be made against and subject to presentation for endorsement and, if no further payment falls to be made in respect of the Global Bearer Securities, surrender of that Global Bearer Security to or to the order of the Issue and Paying Agent or such other Paying Agent as shall have been notified to the Holders for such purpose.

(c) NGNs and Global Securities held under NSS

If a Global Bearer Security is a Cleared Security in NGN Form or a Global Registered Security is a Cleared Security held under the NSS, the Issuer shall procure that details of each such payment shall be entered in the records of the Relevant Clearing System. Payments in respect of Securities in NGN Form will be made to its Holder. Each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of the Relevant Clearing System shall not affect such discharge.

(d) Global Registered Securities that are Cleared Securities

All payments in respect of Cleared Securities that are represented by a Global Registered Security will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the Record Date.

(e) Relationship of Accountholders and Relevant Clearing Systems

Each of the persons shown in the records of the Relevant Clearing System as the Holder represented by a Global Security must look solely to the Relevant Clearing System for his share of each payment made by the Issuer to the bearer of such Global Bearer Security or the Holder of the underlying Registered Securities. The obligations of the Issuer will be discharged by payment to the bearer of such Global Bearer Security or the Holder of the underlying Registered Security, as the case may be, in respect of each amount so paid.

(f) Exercise of options or partial redemption in respect of Registered Securities

In the case of an exercise of an Issuer's or Holder's option in respect of, or a partial redemption of, a holding of Registered Securities represented by a single Definitive Registered Security or Global Registered Security, as the case may be, a new Definitive Registered Security shall be issued to the Holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Securities of the same holding having different terms, a separate Definitive Registered Security or Global Registered Security shall be issued in respect of those Registered Securities of that holding that have the same terms. New Definitive Registered Securities shall only be issued against surrender of the relevant existing Definitive Registered Security or Global Registered Security to the Registrar or any Transfer Agent. In the case of a transfer of Registered Securities to a person who is already a Holder of Registered Securities, a new Definitive Registered Security representing the enlarged holding shall only be issued against surrender of the Definitive Registered Security or Global Registered Security representing the existing holding.

4.4 Payments in respect of CREST Securities

The Issuer shall procure that all payments in respect of CREST Securities are made to the relevant Holder's cash memorandum account for value on the Relevant Date, such payment to be made in accordance with the regulations of CREST.

Each of the persons shown in the Record as the Holder of a particular nominal amount of CREST Securities must look solely to the settlement bank or institution at which its cash memorandum account is held for its share of each such payment so made by or on behalf of the Issuer.

4.5 Unmatured Coupons and unexchanged Talons

(a) Unmatured Coupons and unexchanged Talons void

Upon the due date for redemption of any Definitive Bearer Security, unmatured Coupons and unexchanged Talons relating to such Security (whether or not attached) shall become void and no payment shall be made in respect of them.

(b) Requirement for indemnity

Where any Definitive Bearer Security is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require.

4.6 Taxes, Settlement Expenses and conditions to settlement

Payment of any Settlement Amount shall be subject to deduction, or conditional upon payment by the relevant Holder(s), of any applicable Taxes and (unless the Final Terms specifies 'Settlement Expenses' to be 'Not Applicable') and any other amounts payable as specified in the Conditions. The Issuer shall notify the Holder(s) of (a) such applicable Taxes, Settlement Expenses and other amounts payable and (b) the manner in which such amounts shall be paid by the Holder(s).

4.7 Payments on Business Days and postponed payments

Subject to the application of any Business Day Convention, if the date on which any amount is payable is not (i) a Business Day and (ii) in the case of Definitive Securities only, a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the relevant place of presentation, then payment will not be made until the next succeeding day which is (i) a Business Day and (ii) in the case of Definitive Securities only, also a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the relevant place of presentation, and the Holder thereof shall not be entitled to any interest or any further payment in respect of such delay. If payment is postponed for any other reason under the General Conditions, including postponement due to the unavailability of a Reference Rate as provided in General Condition 5.8(d)(ii)(B), the Holders shall not be entitled to any interest or any further payment on account of such postponement.

4.8 Payments in CNY

All payments in CNY in respect of a Security will be made solely by transfer to a Renminbi bank account maintained in accordance with applicable laws and regulations at a bank in Hong Kong.

C. INTEREST, OPTIONAL EARLY REDEMPTION AND FINAL REDEMPTION

5. Interest

(a) Interest type

The Final Terms will specify in respect of each Interest Calculation Period whether the type of interest which the Securities pay is:

Fixed Rate Interest;
Floating Rate Interest;
Inverse Floating Rate Interest;
Inflation-Linked Interest;
Digital Interest;
Spread-Linked Interest; or
Decompounded Floating Rate Interest,

or whether the Securities are Zero Coupon, in each case in respect of such Interest Calculation Period.

The Final Terms will indicate whether or not a Switch Option is applicable.

(b) Certain information to be found in the Final Terms

The Final Terms will contain provisions applicable to the determination of interest (if any) and must be read in conjunction with this General Condition 5 for full information on the manner in which interest is calculated on the Securities. In particular, the Final Terms will specify the following items where relevant to the particular Securities:

the Specified Denomination;
the Settlement Currency;
the Interest Commencement Date;
the Fixed Rate(s);
the Reference Rate;
the Interest Payment Date(s);
the Scheduled Redemption Date;
the Calculation Amount;
the Day Count Fraction;
the Strike;
the Participation;
any applicable Valuation Date(s);
details relating to the calculation of the Range Accrual Factor (if applicable);
details of any applicable Inflation Index;
details of any applicable Switch Option; and
details of any applicable put or call option.

5.1 Fixed Rate Interest

(a) Interest type and application

This General Condition 5.1 applies only in respect of Interest Calculation Periods for which the Final Terms specifies the 'Type of Interest' to be 'Fixed Rate Interest' (if any).

(b) Accrual of interest and when paid

Each Security bears interest during each Relevant Interest Calculation Period at the rate(s) per annum equal to the Fixed Rate(s) specified in the Final Terms to apply to the Relevant Interest Payment Date corresponding to such Relevant Interest Calculation Period, subject to the application of the Range Accrual Factor, if applicable. Interest will be payable on the Relevant Interest Payment Date falling on or about the end of each such Relevant Interest Calculation Period.

(c) Interest Amount

The Interest Amount payable in respect of each Security (representing a nominal amount equal to the Calculation Amount) on any Relevant Interest Payment Date shall be calculated by the Determination Agent by multiplying the relevant Fixed Rate by the Calculation Amount, and then further multiplying such amount by:

(i) the applicable Day Count Fraction;
(ii) in the case of Securities having a Settlement Currency that is different from the Issue Currency, multiplying the resultant amount in the Issue Currency by the applicable Exchange Rate as at the Fixing Time – Interest on the relevant Fixing Date – Interest; and
(iii) if the Final Terms specifies 'Range Accrual' to be applicable to such Relevant Interest Payment Date, multiplying such amount by the applicable Range Accrual Factor (which shall be determined in accordance with General Condition 5.9 (Calculation of the Range Accrual Factor) below),

provided that, if the above calculation results in an amount of less than zero, then the Interest Amount payable on the Relevant Interest Payment Date shall be deemed to be zero.

(d) Relevant defined terms

The following terms as used above have the following meanings:

"Calculation Amount" means a nominal amount of the Securities equal to the Specified Denomination (unless a different amount is specified in the Final Terms, in which case, such amount).
"Day Count Fraction" means the fraction equal to the number of days of the Interest Calculation Period divided by the number of days of the year, in each case as determined by the applicable convention, which may be any of 'Actual/Actual(ICMA)', 'Act/Act(ICMA)', 'Actual/Actual', 'Actual/Actual (ISDA)', 'Actual/365 (Fixed)', 'Actual/360', '30/360', '360/360', 'Bond Basis', '30E/360', 'Eurobond Basis', or '30E/360 (ISDA)' (each as defined in General Condition 28.1 (Definitions) in the definition 'Day Count Fraction Conventions.'), as specified in the Final Terms.
"Fixed Rate" means the percentage rate of interest per annum for the Relevant Interest Payment Date as set out in the Final Terms.
"Interest Calculation Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the next succeeding Interest Period End Date and each successive period beginning on (and including) an Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.
"Interest Payment Date" means:
(a) each date specified as such in the Final Terms; or
(b) each date falling the number of Business Days specified in the Final Terms after the Interest Determination Date.
"Interest Period End Date" means each date specified as such in the Final Terms or, if none, each Interest Payment Date (after adjustment due to any applicable Business Day Convention), provided that, if the Final Terms specifies that the Interest Period End Date is not subject to adjustment, the Interest Period End Date will be each date specified as

such (or, if none, each Interest Payment Date) disregarding any adjustment to the Interest Payment Date due to any applicable Business Day Convention.

"Relevant Interest Calculation Period" means each Interest Calculation Period in respect of which the Final Terms specifies 'Type of Interest' to be 'Fixed Rate Interest'.
"Relevant Interest Payment Date" means, in respect of a Relevant Interest Calculation Period, the Interest Payment Date falling on or about the end of such Relevant Interest Calculation Period.

5.2 Floating Rate Interest

(a) Application

This General Condition 5.2 applies only in respect of Interest Calculation Periods for which the Final Terms specifies 'Type of Interest' to be 'Floating Rate Interest' (if any).

(b) Accrual of interest and when paid

Each Security bears interest during each Relevant Interest Calculation Period at the rate(s) per annum equal to the Rate of Interest applicable for that Relevant Interest Calculation Period, as determined below, subject to the application of the Range Accrual Factor, if applicable. Interest will be payable on the Relevant Interest Payment Date corresponding to such Relevant Interest Calculation Period.

(c) Interest Amount

(i) Calculation of Interest Amount

The Interest Amount payable in respect of each Security (representing a nominal amount equal to the Calculation Amount) on any Relevant Interest Payment Date shall be calculated by the Determination Agent by multiplying the Rate of Interest for the Relevant Interest Payment Date by the Calculation Amount, then further multiplying such amount by:

(A) the applicable Day Count Fraction;
(B) in the case of Securities having a Settlement Currency that is different from the Issue Currency, multiplying the resultant amount in the Issue Currency by the applicable Exchange Rate as at the Fixing Time – Interest on the relevant Fixing Date – Interest; and
(C) if the Final Terms specifies 'Range Accrual' to be 'Applicable' to such Relevant Interest Payment Date, multiplying such amount by the applicable Range Accrual Factor (which shall be determined in accordance with General Condition 5.9 (Calculation of the Range Accrual Factor) below),

provided that, if the above calculation results in an amount of less than zero, then the Interest Amount payable on the Relevant Interest Payment Date shall be deemed to be zero.

(ii) Determination of Rate of Interest

Subject to (iii) (Maximum and minimum rates of interest) immediately below, the rate of interest (the "Rate of Interest") for a Relevant Interest Payment Date will be (x) the Floating Rate determined for such Relevant Interest Payment Date in accordance with 6.2(d) (Floating Rate) immediately below, multiplied by (y) the number specified as the 'Participation' in the Final Terms for such Relevant Interest Payment Date (provided that, if no such amount is specified, the Participation shall be deemed to be 1) (the "Participation") and then (z) adding the 'Spread' percentage rate specified as such in the Final Terms for such Relevant Interest Payment Date (which rate may be negative) (the "Spread") to the product of (x) and (y).

The Rate of Interest calculation can also be expressed formulaically as:

(Floating Rate ×Participation) +Spread

(iii) Maximum and minimum rates of interest

If the Final Terms specifies a 'Cap Rate' percentage or that 'Curve Cap Rate' is 'Applicable' and/or a 'Floor Rate' percentage (in each case either (i) generally or (ii) in relation to one or more Relevant Interest Payment Dates), then the Rate of Interest shall be, as applicable:

(A) where:
(1) 'Cap Rate' is specified as 'Applicable' in the Final Terms, no higher than the Cap Rate; or
(2) 'Curve Cap Rate' is specified as 'Applicable' in the Final Terms, no higher than the Curve Cap Rate; and/or
(B) where a 'Floor Rate' percentage is specified, no lower than the Floor Rate.

The Interest Amount payable on each Relevant Interest Payment Date shall be subject to the redemption of the S ecurities not occurring prior to the corresponding Relevant Interest Payment Date.

(d) Floating Rate

The Final Terms will specify whether the Floating Rate to be determined for each Relevant Interest Payment Date shall be determined in accordance with either 'Floating Interest Rate Determination' (in which case General Condition 5.8(b) (Floating Interest Determination of a Floating Rate) below will apply) or 'CMS Rate Determination' (in which case General Condition 5.8(c) (CMS Rate Determination for Floating Rate) below will apply).

If the Final Terms specifies 'Linear Interpolation' to be 'Applicable', then, in respect of any short or long Relevant Interest Calculation Period as specified in the Final Terms, the Determination Agent will determine the relevant Floating Rate using Linear Interpolation.

(e) Relevant defined terms

The following terms as used above have the following meanings:

"Calculation Amount" means a nominal amount of the Securities equal to the Specified Denomination (unless a different amount is specified in the Final Terms, in which case, such amount).
"Cap Rate" means the percentage specified as such in the Final Terms.
"Curve Cap Rate" means, in relation to an Interest Payment Date, the percentage determined by the Determination Agent for such Interest Payment Date as the lesser of (i) the Upper Limit and (ii) the product of

(A) Factor, multiplied by (B) the sum of (x) Reference Index, plus (y) Margin.

The Curve Cap Rate calculation can also be expressed formulaically as:

Min [Factor × (Reference Index +Margin);Upper Limit]

where:

"Factor" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Factor' to be 'Not Applicable', it shall be deemed to be one).
"Margin" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Margin' to be 'Not Applicable', it shall be deemed to be zero).
"Min", followed by two amounts (including a calculation which produces an amount) separated by a semi-colon (';'), means the lesser of such two amounts.
"Reference Index" means:
(i) if the Final Terms specifies 'single rate' to be 'Applicable', the amount calculated in accordance with the following formula:

Multiplier ×Reference Rate

(ii) if the Final Terms specifies 'spread rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 ×Reference Rate 1) - (Multiplier 2 ×Reference Rate 2)

(iii) if the Final Terms specifies 'combined rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 ×Reference Rate 1) + (Multiplier 2 ×Reference Rate 2)

where:

"Multiplier", "Multiplier 1" and "Multiplier 2" each means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Multiplier', 'Multiplier 1' and/or 'Multiplier 2' to be 'Not Applicable', each such value as so specified shall be deemed to be one).
"Reference Rate", "Reference Rate 1" and "Reference Rate 2" each means the Reference Rate specified as such in the Final Terms.
"Upper Limit" means the percentage specified as such in the Final Terms.
"Day Count Fraction" means the fraction equal to the number of days of the Interest Calculation Period divided by the number of days of the year, in each case as determined by the applicable convention, which may be any of 'Actual/Actual(ICMA)', 'Act/Act(ICMA)', 'Actual/Actual', 'Actual/Actual (ISDA)', 'Actual/365 (Fixed)', 'Actual/360', '30/360', '360/360', 'Bond Basis', '30E/360', 'Eurobond Basis', or '30E/360 (ISDA)'

(each as defined in General Condition 28.1 (Definitions) in the definition of 'Day Count Fraction Conventions'), as specified in the Final Terms.

"Floating Rate" means the percentage rate of interest per annum calculated in accordance with sub-paragraph (d) (Floating Rate) above.
"Interest Calculation Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the next succeeding Interest Period End Date and each successive period beginning on (and including) a n Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.
"Interest Payment Date" means:
(a) each date specified as such in the Final Terms (provided that, if the Interest Determination Date is postponed pursuant to Condition 5.8(d)(ii)(B), such date shall be postponed by an equal number of Business Days); or
(b) each date falling the number of Business Days specified in the Final Terms after the Interest Determination Date (after adjustment due to postponement pursuant to Condition 5.8(d)(ii)(B), if applicable).
"Interest Period End Date" means each date specified as such in the Final Terms or, if none, each Interest Payment Date (after adjustment due to any applicable Business Day Convention), provided that, if the Final Terms specifies that the Interest Period End Date is not subject to adjustment, the Interest Period End Date will be each date specified as such (or, if none, each Interest Payment Date) disregarding any adjustment to the Interest Payment Date due to any applicable Business Day.
"Relevant Interest Calculation Period" means each Interest Calculation Period in respect of which the Final Terms specifies 'Type of Interest' to be 'Floating Rate Interest'.
"Relevant Interest Payment Date" means, in respect of a Relevant Interest Calculation Period, the Interest Payment Date falling on or about the end of such Relevant Interest Calculation Period.

5.3 Inverse Floating Rate Interest

(a) Application

This General Condition 5.3 applies only in respect of Interest Calculation Periods for which the Final Terms specifies 'Type of Interest' to be 'Inverse Floating Rate Interest' (if any).

(b) Accrual of interest and when paid

(c) Interest Amount

(i) Calculation of Interest Amount

The Interest Amount payable in respect of each Security (representing a nominal amount equal to the Calculation Amount) on a ny Relevant Interest Payment Date shall be calculated by the Determination Agent by multiplying the Rate of Interest for that Relevant Interest Payment Date by the Calculation Amount, and then further multiplying such amount by:

(A) the applicable Day Count Fraction;
(B) in the case of Securities having a Settlement Currency that is different from the Issue Currency, multiplying the resultant amount in the Issue Currency by the applicable Exchange Rate as at the Fixing Time – Interest on the relevant Fixing Date – Interest; and
(C) if the Final Terms specifies 'Range Accrual' to be 'Applicable' to such Relevant Interest Payment Date, multiplying such amount by the applicable Range Accrual Factor (which shall be determined in accordance with General Condition 5.9 (Calculation of the Range Accrual Factor) below),

provided that, if the above calculation results in an amount of less than zero, then the Interest Amount payable on the Relevant Interest Payment Date shall be deemed to be zero.

(ii) Determination of Rate of Interest

Subject to (iii) (Maximum and minimum rates of interest) immediately below, the rate of interest (the "Rate of Interest") for a Relevant Interest Calculation Period ending on or about a Relevant Interest Payment Date will be (x) the 'Spread' percentage rate specified as such in the Final Terms for such Relevant Interest Payment Date (the "Spread") minus the product of (y) the Floating Rate determined for such Relevant Interest Payment Date in accordance with 6.3(d) (Floating Rate) immediately below ("Floating Rate(t)") and (z) the number specified as the 'Participation' in the Final Terms for such Relevant Interest Payment Date (provided that, if no such amount is specified, the Participation shall be deemed to be 1) (the "Participation").

The Rate of Interest calculation can also be expressed formulaically as follows:

Spread – Floating Rate(t) × Participation

(iii) Maximum and minimum rates of interest

(A) where:

(1) 'Cap Rate' is specified as being 'Applicable' in the Final Terms, no higher than the Cap Rate; or
(2) 'Curve Cap Rate' is specified as 'Applicable' in the Final Terms, no higher than the Curve Cap Rate; and/or
(B) where a 'Floor Rate' percentage is specified, no lower than the Floor Rate.

The Interest Amount payable on each Relevant Interest Payment Date shall be subject to the redemption of the Securities not occurring prior to the corresponding Relevant Interest Payment Date.

(d) Floating Rate

(e) Relevant defined terms

The following terms as used above have the following meanings:

"Calculation Amount" means a nominal amount of the Securities equal to the Specified Denomination (unless a different amount is specified in the Final Terms, in which case, such amount).
"Cap Rate" means the percentage specified as such in the Final Terms.
"Curve Cap Rate" means, in relation to an Interest Payment Date, the percentage determined by the Determination Agent for such Interest Payment Date as the lesser of (i) the Upper Limit and (ii) the product of (A) Factor, multiplied by (B) the sum of (x) Reference Index, plus (y) Margin.

The Curve Cap Rate calculation can also be expressed formulaically as:

Min [Factor × (Reference Index + Margin); Upper Limit]

where:

"Factor" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Factor' to be 'Not Applicable', it shall be deemed to be one).
"Margin" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Margin' to be 'Not Applicable', it shall be deemed to be zero).
"Min", followed by two amounts (including a calculation which produces an amount) separated by a semi-colon (';'), means the lesser of such two amounts.
"Reference Index" means:
(i) if the Final Terms specifies 'single rate' to be 'Applicable', the amount calculated in accordance with the following formula:

Multiplier × Reference Rate

(ii) if the Final Terms specifies 'spread rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) - (Multiplier 2 × Reference Rate 2)

(iii) if the Final Terms specifies 'combined rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) + (Multiplier 2 × Reference Rate 2)

where:

"Multiplier", "Multiplier 1" and "Multiplier 2" each means the respective percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that if the Final Terms specifies 'Multiplier', 'Multiplier 1' and/or 'Multiplier 2' to be 'Not Applicable', each such value as so specified shall be deemed to be one).
"Reference Rate", "Reference Rate 1" and "Reference Rate 2" each means the Reference Rate specified as such in the Final Terms.
"Upper Limit" means the percentage specified as such in the Final Terms.
"Day Count Fraction" means the fraction equal to the number of days of the Interest Calculation Period divided by the number of days of the year, in each case as determined by the applicable convention, which may be any of 'Actual/Actual(ICMA)', 'Act/Act(ICMA)', 'Actual/Actual', 'Actual/Actual (ISDA)', 'Actual/365 (Fixed)', 'Actual/360', '30/360', '360/360', 'Bond Basis', '30E/360', 'Eurobond Basis', or '30E/360 (ISDA)' (each as defined in General Condition 28.1 (Definitions) in the definition of 'Day Count Fraction Conventions'), as specified in the Final Terms.
"Floating Rate" means the percentage rate of interest per annum calculated in accordance with sub-paragraph (d) (Floating Rate) above.
"Interest Calculation Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the next succeeding Interest Period End Date and each successive period beginning on (and including) an Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.
"Interest Payment Date" means:
(i) each date specified as such in the Final Terms (provided that, if the Interest Determination Date is postponed pursuant to Condition 5.8(d)(ii)(B), such date shall be postponed by an equal number of Business Days); or
(ii) each date falling the number of Business Days specified in the Final Terms after the Interest Determination Date (after adjustment due to postponement pursuant to Condition 5.8(d)(ii)(B), if applicable).
"Interest Period End Date" means each date specified as such in the Final Terms or, if none, each Interest Payment Date (after adjustment due to any applicable Business Day Convention), provided that, if the Final Terms specifies that the Interest Period End Date is not subject to adjustment, the Interest Period End Date will be each date specified as such (or, if none, each Interest Payment Date) disregarding any adjustment to the Interest Payment Date due to any applicable Business Day Convention.
"Relevant Interest Calculation Period" means each Interest Calculation Period in respect of which the Final Terms specifies 'Type of Interest' to be 'Inverse Floating Rate Interest'.
"Relevant Interest Payment Date" means, in respect of a Relevant Interest Calculation Period, the Interest Payment Date falling on or about the end of such Relevant Interest Calculation Period.

5.4 Inflation-Linked Interest

(a) Application

This General Condition 5.4 applies only in respect of Interest Calculation Period(s) for which the Final Terms specifies 'Type of Interest' to be 'Inflation-Linked Interest' (if any).

(b) Accrual of interest and when paid

Each Security bears interest during each Relevant Interest Calculation Period at the rate(s) per annum equal to the Rate of Interest applicable for that Relevant Interest Calculation Period, as determined below, if applicable. Interest will be payable at the end of each Relevant Interest Calculation Period on the Relevant Interest Payment Date corresponding to such Relevant Interest Calculation Period.

(c) Interest Amount

(i) Calculation of Interest Amount

The Interest Amount payable in respect of each Security (representing a nominal amount equal to the Calculation Amount) on each Relevant Interest Payment Date shall be calculated on the Relevant Interest Calculation Date by the Determination Agent by multiplying the Inflation-Linked Rate of Interest for such Relevant Interest Payment Date by the Calculation Amount, and then further multiplying such amount by:

(A) the applicable Day Count Fraction; and
(B) in the case of Securities having a Settlement Currency that is different from the Issue Currency, multiplying the resultant amount in the Issue Currency by the applicable Exchange Rate as at the Fixing Time – Interest on the relevant Fixing Date – Interest,

provided that, if the above calculation results in an amount of less than zero, then the Interest Amount payable on the Relevant Interest Payment Date shall be deemed to be zero.

(ii) Determination of Inflation-Linked Rate of Interest

Subject to (iv) (Maximum and minimum rates of interest) below, the inflation-linked rate of interest (the "Inflation-Linked Rate of Interest") for a Relevant Interest Calculation Period ending on or about a Relevant Interest Payment Date will be the sum of (x) the applicable "Inflation Factor" determined for such Relevant Interest Payment Date in accordance with (iii) (Inflation Factor) immediately below multiplied by the number specified as the 'Fixed Percentage' in the Final Terms for such Relevant Interest Payment Date (provided that, if no such number is specified, the Fixed Percentage shall be deemed to be 1) (the "Fixed Percentage") and (y) the 'Spread' percentage rate specified as such in the Final Terms for such Relevant Interest Payment Date (which rate may be negative) (the "Spread").

The Rate of Interest calculation can also be expressed formulaically as:

(Inflation Factor × Fixed Percentage) + Spread

(iii) Inflation Factor

The 'Inflation Factor' shall be as determined in (A) (Inflation Factor (Cumulative)) or (B) (Inflation Factor (Year-on-Year)) below, as applicable.

(A) Inflation Factor (Cumulative)

If the Final Terms specifies that the Inflation Factor shall be 'Inflation Factor (Cumulative)', the Inflation Factor shall be determined by dividing:

(x) the Inflation Index Level for the calendar month ("Reference Month") specified in the Final Terms as corresponding to the Relevant Interest Payment Date ("Inflation Index(t)"); by
(y) the Inflation Index Level for the Reference Month specified in the Final Terms as corresponding to the Initial Valuation Date ("Inflation Index (initial)").

The Inflation Factor calculation can also be expressed formulaically as:

$$
\frac{Inflation Index_{(t)}}{Inflation Index (initial)}
$$

If the Initial Valuation Date or any Interest Payment Date does not fall on the first calendar day of a month, and the Final Terms specifies that the Reference Month corresponding to such Initial Valuation Date or Interest Payment Date is subject to linear interpolation, the relevant Inflation Index Level corresponding to such Initial Valuation Date or Interest Payment Date shall be calculated using linear interpolation between (x) the Inflation Index Level for the Reference Month corresponding to such Initial Valuation Date or Interest Payment Date and (y) the Inflation Index Level for the calendar month following such Reference Month.

(B) Inflation Factor (Year-on-Year)

If the Final Terms specifies that the Inflation Factor shall be 'Inflation Factor (Year-on-Year)', then the Inflation Factor shall be determined by subtracting 1 from the amount that is determined by dividing:

(x) the Inflation Index Level for the calendar month ("Reference Month") specified in the Final Terms as corresponding to the Relevant Interest Payment Date ("Inflation Index(t)"); by
(y) the Inflation Index Level for the Reference Month falling 12 months prior to the Reference Month specified in the Final Terms as corresponding to the Relevant Interest Payment Date ("Inflation Index(t-1)").

The Inflation Factor calculation can also be expressed formulaically as follows:

If any Relevant Interest Payment Date does not fall on the first calendar day of a month, and the Final Terms specifies that the Reference Month corresponding to such Relevant Interest Payment Date is subject to linear interpolation, the relevant Inflation Index Level for the Reference Month corresponding to such Relevant Interest Payment Date and the Reference Month falling 12 months prior to such Reference Month shall be calculated using linear interpolation between (x) the Inflation Index Level for such month and (y) the Inflation Index Level for the calendar month following such month.

(iv) Maximum and minimum rates of interest

(A) where:
(1) 'Cap Rate' is specified as 'Applicable' in the Final Terms, no higher than the Cap Rate; or
(2) 'Curve Cap Rate' is specified as 'Applicable' in the Final Terms, no higher than the Curve Cap Rate; and/or
(B) where a 'Floor Rate' percentage is specified, no lower than the Floor Rate.

The Interest Amount payable on each Relevant Interest Payment Date shall be subject to the redemption of the Securities not occurring prior to the corresponding Relevant Interest Payment Date.

(d) Relevant defined terms

The following terms as used above have the following meanings:

"Calculation Amount" means a nominal amount of the Securities equal to the Specified Denomination (unless a different amount is specified in the Final Terms, in which case, such amount).
"Cap Rate" means the percentage specified as such in the Final Terms.
"Curve Cap Rate" means, in relation to an Interest Payment Date, the percentage determined by the Determination Agent for such Interest Payment Date as the lesser of (i) the Upper Limit and (ii) the product of (A) Factor, multiplied by (B) the sum of (x) Reference Index, plus (y) Margin.

The Curve Cap Rate calculation can also be expressed formulaically as:

Min [Factor × (Reference Index + Margin); Upper Limit]

where:

"Factor" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Factor' to be 'Not Applicable', it shall be deemed to be one).
"Margin" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Margin' to be 'Not Applicable', it shall be deemed to be zero).
"Min", followed by two amounts (including a calculation which produces an amount) separated by a semi-colon (';'), means the lesser of such two amounts.
"Reference Index" means:
(i) if the Final Terms specifies 'single rate' to be 'Applicable', the amount calculated in accordance with the following formula:

Multiplier × Reference Rate

(ii) if the Final Terms specifies 'spread rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) - (Multiplier 2 × Reference Rate 2)

(iii) if the Final Terms specifies 'combined rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) + (Multiplier 2 × Reference Rate 2)

where:

"Multiplier", "Multiplier 1" and "Multiplier 2" each means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Multiplier', 'Multiplier 1' and/or 'Multiplier 2' to be 'Not Applicable', each such value as so specified shall be deemed to be one).
"Reference Rate", "Reference Rate 1" and "Reference Rate 2" each means the Reference Rate specified as such in the Final Terms.
"Upper Limit" means the percentage specified as such in the Final Terms.
"Day Count Fraction" means the fraction equal to the number of days of the Interest Calculation Period divided by the number of days of the year, in each case as determined by the applicable convention, which may be any of 'Actual/Actual(ICMA)', 'Act/Act(ICMA)', 'Actual/Actual', 'Actual/Actual (ISDA)', 'Actual/365 (Fixed)', 'Actual/360', '30/360', '360/360', 'Bond Basis', '30E/360', 'Eurobond Basis', '30E/360 (ISDA)' (each as defined in General Condition 28.1 (Definitions) under 'Day Count Fraction Conventions'), as specified in the Final Terms.
"Inflation Index" means the index specified as such in the Final Terms.
"Inflation Index Level" means the level of the Inflation Index first published or announced for the relevant Reference Month, as determined by the Determination Agent, subject to Section D: INFLATION INDEX DISRUPTION EVENTS of the General Conditions.
"Initial Valuation Date" means the date specified as such in the Final Terms.
"Interest Calculation Date" means the date falling 5 Business Days prior to the Relevant Interest Payment Date.
"Interest Calculation Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the next succeeding Interest Period End Date and each successive period beginning on (and including) an Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.
"Interest Payment Date" means:
(i) each date specified as such in the Final Terms (provided that, if the Interest Determination Date is postponed pursuant to Condition 5.8(d)(ii)(B), such date shall be postponed by an equal number of Business Days); or
(ii) each date falling the number of Business Days specified in the Final Terms after the Interest Determination Date (after adjustment due to postponement pursuant to Condition 5.8(d)(ii)(B), if applicable).
"Interest Period End Date" means each date specified as such in the Final Terms or, if none, each Interest Payment Date (after adjustment due to any applicable Business Day Convention), provided that, if the Final Terms specifies that the Interest Period End Date is not subject to adjustment, the Interest Period End Date will be each date specified as such (or, if none, each Interest Payment Date) disregarding any adjustment to the Interest Payment Date due to any applicable Business Day Convention.
"Relevant Interest Calculation Period" means each Interest Calculation Period in respect of which the Final Terms specifies 'Type of Interest' to be 'Inflation-Linked Interest'.
"Relevant Interest Payment Date" means, in respect of a Relevant Interest Calculation Period, the Interest Payment Date falling on or about the end of such Relevant Interest Calculation Period.

5.5 Digital Interest

(a) Application

This General Condition 5.5 applies only in respect of Interest Calculation Period(s) for which the Final Terms specifies 'Type of Interest' to be 'Digital Interest' (if any).

(b) Accrual of interest and when paid

Each Security bears interest during each Relevant Interest Calculation Period at the rate(s) per annum equal to the applicable Fixed Rate(s) or Floating Rate(s) specified in the Final Terms and in accordance with 6.5(d) below to apply to the Relevant Interest Payment Date corresponding to such Relevant Interest Calculation Period.

(c) Interest Amount

The Interest Amount payable in respect of each Security (representing a nominal amount equal to the Calculation Amount) on any Relevant Interest Payment Date shall be calculated by the Determination Agent by multiplying the Digital Rate of Interest for such Relevant Interest Payment Date by the Calculation Amount, and then further multiplying such amount by:

(i) the applicable Day Count Fraction; and
(ii) in the case of Securities having a Settlement Currency that is different from the Issue Currency, multiplying the resultant amount in the Issue Currency by the applicable Exchange Rate as at the Fixing Time – Interest on the relevant Fixing Date – Interest,

provided that, if the above calculation results in an amount of less than zero, then the Interest Amount payable on the Relevant Interest Payment Date shall be deemed to be zero.

(i) Determination of Digital Rate of Interest

The rate of interest (the "Digital Rate of Interest") for a Relevant Interest Calculation Period ending on or about a Relevant Interest Payment Date will be equal to:

(A) Digital Rate 1, if the Floating Rate in respect of the relevant Interest Observation Date is less than the Strike;
(B) Digital Rate 2, if the Floating Rate in respect of the relevant Interest Observation Date is greater than the Strike; or
(C) the greater of Digital Rate 1 and Digital Rate 2, if the Floating Rate in respect of the relevant Interest Observation Date is equal to the Strike.

(ii) Maximum and minimum rates of interest

(A) where:
(1) 'Cap Rate' is specified as 'Applicable' in the Final Terms, no higher than the Cap Rate; or
(2) 'Curve Cap Rate' is specified as 'Applicable' in the Final Terms, no higher than the Curve Cap Rate; and/or
(B) where a 'Floor Rate' percentage is specified, no lower than the Floor Rate.

The Interest Amount payable on each Relevant Interest Payment Date shall be subject to the redemption of the Securities not occurring prior to the corresponding Relevant Interest Payment Date.

(d) Floating Rate

For each Digital Rate which is a Floating Rate, the Final Terms will specify whether such Digital Rate for each Relevant Interest Calculation Period shall be determined by either 'Floating Interest Rate Determination' (in which case General Condition 5.8(b) (Floating Interest Determination of a Floating Rate) below will apply) or 'CMS Rate Determination' (in which case General Condition 5.8(c) (CMS Rate Determination for Floating Rate) below will apply).

(e) Relevant defined terms

The following terms as used above have the following meanings:

"Calculation Amount" means a nominal amount of the Securities equal to the Specified Denomination (unless a different amount is specified in the Final Terms, in which case, such amount).
"Cap Rate" means the percentage specified as such in the Final Terms.
"Curve Cap Rate" means, in relation to an Interest Payment Date, the percentage determined by the Determination Agent for such Interest Payment Date as the lesser of (i) the Upper Limit and (ii) the product of (A) Factor, multiplied by (B) the same of (x) Reference Index, plus (y) Margin.

The Curve Cap Rate calculation can also be expressed formulaically as:

Min [Factor × (Reference Index + Margin); Upper Limit]

Where:

"Factor" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that if the Final Terms specifies 'Factor' to be 'Not Applicable', it shall be deemed to be one).
"Margin" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that if the Final Terms specifies 'Margin' to be 'Not Applicable', it shall be deemed to be zero).
"Min" followed by two amounts (including a calculation which produces an amount) separated by a semi-colon (";"), means the lesser of such two amounts.
"Reference Index" means:
(i) If the Final Terms specifies 'single rate' to be 'Applicable' in the Final Terms, the amount calculated in accordance with the following formula:

Multiplier × Reference Rate

(ii) If the Final Terms specifies 'spread rate' to be 'Applicable' in the Final Terms, the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) - (Multiplier 2 × Reference Rate 2)

(iii) If the Final Terms specifies 'combined rate' to be 'Applicable' in the Final Terms, the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) + (Multiplier 2 × Reference Rate 2)

Where:

"Multiplier", "Multiplier 1" and "Multiplier 2" each means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that if the Final Terms specifies 'Multiplier', 'Multiplier 1' and/or 'Multiplier 2' to be 'Not Applicable', each such value as so specified shall be deemed to be one).
"Reference Rate", "Reference Rate 1" and "Reference Rate 2" each means the Reference Rate specified as such in the Final Terms.
"Upper Limit" means the percentage specified as such in the Final Terms.
"Day Count Fraction" means the fraction equal to the number of days of the Interest Calculation Period divided by the number of days of the year, in each case as determined by the applicable convention, which may be any of 'Actual/Actual(ICMA)', 'Act/Act(ICMA)', 'Actual/Actual', 'Actual/Actual (ISDA)', 'Actual/365 (Fixed)', 'Actual/360', '30/360', '360/360', 'Bond Basis', '30E/360', 'Eurobond Basis', or '30E/360 (ISDA)' (each as defined in General Condition 28.1 (Definitions) in the definition 'Day Count Fraction Conventions'), as specified in the Final Terms.
"Digital Rate" means a fixed rate, a Floating Rate, or a CMS Reference Rate, as specified in the Final Terms.
"Digital Rate 1" and "Digital Rate 2" each means the Digital Rate specified as such in the Final Terms.
"Floating Rate" means the percentage rate of interest per annum calculated in accordance with sub-paragraph (e) (Floating Rate) above.
"Interest Calculation Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the next succeeding Interest Period End Date and each successive period beginning on (and including) an Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.
"Interest Determination Date" means any of the following, as applicable:
(i) with respect to a Relevant Interest Calculation Period and a Reference Rate other than EONIA or SONIA, the date specified as such in the Final Terms or, if none is so specified:
- (A) the first day of such Relevant Interest Calculation Period, if the relevant currency is sterling or Hong Kong dollar;
- (B) the date falling two TARGET Business Days prior to the first day of such Relevant Interest Calculation Period, if the relevant currency is euro; or
(C) in any other case, the date falling two London Banking Days prior to the first day of such Relevant Interest Calculation Period;
(ii) with respect to a Relevant Interest Calculation Period and EONIA, unless specified otherwise in the Final Terms, the last TARGET Business Day of such Interest Calculation Period; and
(iii) with respect to a Relevant Interest Calculation Period and SONIA, unless specified otherwise in the Final Terms, the last London Business Day of such Interest Calculation Period.
"Interest Observation Date" means, with respect to a Relevant Interest Calculation Period, the Interest Determination Date for such Relevant Interest Calculation Period.
"Interest Payment Date" means:
(a) each date specified as such in the Final Terms (provided that, if the Interest Determination Date is postponed pursuant to Condition 5.8(d)(ii)(B), such date shall be postponed by an equal number of Business Days); or
(b) each date falling the number of Business Days specified in the Final Terms after the Interest Determination Date (after adjustment due to postponement pursuant to Condition 5.8(d)(ii)(B), if applicable).
"Interest Period End Date" means each date specified as such in the Final Terms or, if none, each Interest Payment Date (after adjustment due to any applicable Business Day Convention), provided that, if the Final Terms specifies that the Interest Period End Date is not subject to adjustment, the Interest Period End Date will be each date specified as such (or, if none, each Interest Payment Date) disregarding any adjustment to the Interest Payment Date due to any applicable Business Day Convention.
"Relevant Interest Calculation Period" means each Interest Calculation Period in respect of which the Final Terms specifies 'Type of Interest' to be 'Digital Interest'.
"Relevant Interest Payment Date" means, in respect of a Relevant Interest Calculation Period, the Interest Payment Date falling on or about the end of such Relevant Interest Calculation Period.
"Strike" means the percentage rate specified as such for the Relevant Interest Payment Date in the Final Terms.

5.6 Spread-Linked Interest

(a) Application

This General Condition 5.6 applies only in respect of Interest Calculation Period(s) for which the Final Terms specifies 'Type of Interest' to be 'Spread-Linked Interest' (if any).

(b) Accrual of interest and when paid

Each Security bears interest during each Relevant Interest Calculation Period at the rate(s) per annum equal to the Spread-Linked Rate of Interest applicable for that Relevant Interest Calculation Period, as determined below, subject to the application of the Range Accrual Factor, if applicable. Interest will be payable at the end of each Relevant Interest Calculation Period on the Relevant Interest Payment Date corresponding to such Relevant Interest Calculation Period.

(c) Interest Amount

(i) Calculation of Interest Amount

The Interest Amount payable in respect of each Security (representing a nominal amount equal to the Calculation Amount) on any Relevant Interest Payment Date shall be calculated by the Determination Agent by applying the Spread-Linked Rate of Interest for such Relevant Interest Payment Date to the Calculation Amount, and then further multiplying such amount by:

(A) the applicable Day Count Fraction;
(B) in the case of Securities having a Settlement Currency that is different from the Issue Currency, multiplying the resultant amount in the Issue Currency by the applicable Exchange Rate as at the Fixing Time – Interest on the relevant Fixing Date – Interest; and
(C) if the Final Terms specifies 'Range Accrual' to be 'Applicable' to such Relevant Interest Payment Date, multiplying such amount by the applicable Range Accrual Factor (which shall be determined in accordance with General Condition 5.9 (Calculation of the Range Accrual Factor) below),

provided that, if the above calculation results in an amount of less than zero, then the Interest Amount payable on the Relevant Interest Payment Date shall be deemed to be zero.

(ii) Determination of Spread-Linked Rate of Interest

Subject to (iii) (Maximum and minimum rates of interest) immediately below, the spread-linked rate of interest (the "Spread-Linked Rate of Interest") for a Relevant Interest Calculation Period ending on or about a Relevant Interest Payment Date will be equal to the sum of (A) (x) the Floating Rate for Spread-Linked Rate One(t) ("Spread-Linked Rate One(t)") minus the product of the Leverage and the Floating Rate for Spread-Linked Rate Two(t) ("Spread-Linked Rate Two(t)"), each such floating rate as determined for such Relevant Interest Payment Date in accordance with 6.6(d) (Floating Rate for Spread-Linked Rate One(t) and Spread-Linked Rate Two(t)) immediately below, multiplied by (y) the number specified as the 'Participation' in the Final Terms for such Relevant Interest Payment Date (provided that, if no such amount is specified, the Participation shall be deemed to be 1) (the "Participation") and (B) the 'Spread' percentage rate specified in the Final Terms for such Relevant Interest Payment Date (which rate may be negative) (the "Spread").

The Spread-Linked Rate of Interest can also be expressed formulaically as follows:

[Spread-Linked Rate One(t) – (Leverage × Spread-Linked Rate Two(t))] × Participation + Spread

(iii) Maximum and minimum rates of interest

(A) where:
(1) 'Cap Rate' is specified as being 'Applicable' in the Final Terms, no higher than the Cap Rate; or
(2) 'Curve Cap' is specified as being 'Applicable' in the Final Terms, no higher than the Curve Cap Rate; and/or
(B) where a 'Floor Rate' percentage is specified, no lower than the Floor Rate.

The Interest Amount payable on each Relevant Interest Payment Date shall be subject to the redemption of the Securities not occurring prior to the corresponding Relevant Interest Payment Date.

(d) Floating Rate for Spread-Linked Rate One(t) and Spread-Linked Rate Two(t)

The Final Terms will specify whether the Floating Rate for each Relevant Interest Calculation Period for each of Spread-Linked Rate One(t) and Spread-Linked Rate Two(t) shall be determined by either 'Floating Interest Rate Determination' (in which case General Condition 5.8(b) (Floating Interest Determination of a Floating Rate) below will apply) or 'CMS Rate Determination' (in which case General Condition 5.8(c) (CMS Rate Determination for Floating Rate) below will apply), provided that if the Final Terms specifies (in each case either (i) generally or (ii) in relation to one or more Relevant Interest Payment Dates):

(A) 'Spread-Linked Rate One(t) Cap' to be 'Applicable', then the Floating Rate for Spread-Linked Rate One(t) shall be no higher than the Spread-Linked Rate One(t) Cap; and/or
(B) 'Spread-Linked Rate One(t) Floor' to be 'Applicable', then the Floating Rate for Spread-Linked Rate One(t) shall be no lower than the Spread-Linked Rate One(t) Floor; and/or
(C) 'Spread-Linked Rate Two(t) Cap' to be 'Applicable', then the Floating Rate for Spread-Linked Rate Two(t) shall be no higher than the Spread-Linked Rate Two(t) Cap; and/or
(D) 'Spread-Linked Rate Two(t) Floor' to be 'Applicable', then the Floating Rate for Spread-Linked Rate Two(t) shall be no lower than the Spread-Linked Rate Two(t) Floor,

in each case either in relation to all Relevant Interest Payment Dates or only in relation to each Relevant Interest Payment Date specified in the Final Terms.

(e) Relevant defined terms

The following terms as used above have the following meanings:

"Calculation Amount" means a nominal amount of the Securities equal to the Specified Denomination (unless a different amount is specified in the Final Terms, in which case, such amount).

"Cap Rate" means the percentage specified as such in the Final Terms.
"Curve Cap Rate" means, in relation to an Interest Payment Date, the percentage determined by the Determination Agent for such Interest Payment Date as the lesser of (i) the Upper Limit and (ii) the product of (A) Factor, multiplied by (B) the sum of (x) Reference Index, plus (y) Margin.

The Curve Cap Rate calculation can also be expressed formulaically as:

Min [Factor × (Reference Index + Margin); Upper Limit]

where:

"Factor" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that if the Final Terms specifies 'Factor' to be 'Not Applicable', it shall be deemed to be one).
"Margin" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that if the Final Terms specifies 'Margin' to be 'Not Applicable', it shall be deemed to be zero).
"Min", followed by two amounts (including a calculation which produces an amount) separated by a semi-colon (';'), means the lesser of such two amounts.
"Reference Index" means:
(i) if the Final Terms specifies 'single rate' to be 'Applicable', the amount calculated in accordance with the following formula:

Multiplier × Reference Rate

(ii) if the Final Terms specifies 'spread rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) - (Multiplier 2 × Reference Rate 2)

(iii) if the Final Terms specifies 'combined rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) + (Multiplier 2 × Reference Rate 2)

where:

"Multiplier", "Multiplier 1" and "Multiplier 2" each means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Multiplier', 'Multiplier 1' and/or 'Multiplier 2' to be 'Not Applicable', each such value as so specified shall be deemed to be one).
"Reference Rate", "Reference Rate 1" and "Reference Rate 2" each means the Reference Rate specified as such in the Final Terms.
"Upper Limit" means the percentage specified as such in the Final Terms.
"Day Count Fraction" means the fraction equal to the number of days of the Interest Calculation Period divided by the number of days of the year, in each case as determined by the applicable convention, which may be any of 'Actual/Actual(ICMA)', 'Act/Act(ICMA)', 'Actual/Actual', 'Actual/Actual (ISDA)', 'Actual/365 (Fixed)', 'Actual/360', '30/360', '360/360', 'Bond Basis', '30E/360', 'Eurobond Basis', or '30E/360 (ISDA)' (each as defined in General Condition 28.1 (Definitions) in the definition 'Day Count Fraction Conventions'), as specified in the Final Terms.
"Designated Maturity" has the meaning given to it in General Condition 5.8 (Determination of a Floating Rate).
"Floating Rate" means the percentage rate of interest per annum calculated in accordance with sub-paragraph (d) (Floating Rate for Spread-Linked Rate One(t) and Spread-Linked Rate Two(t)) above.
"Interest Calculation Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the next succeeding Interest Period End Date and each successive period beginning on (and including) an Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.
"Interest Payment Date" means:
(i) each date specified as such in the Final Terms (provided that, if the Interest Determination Date is postponed pursuant to General Condition 5.8(d)(ii)(B), such date shall be postponed by an equal number of Business Days); or
(ii) each date falling the number of Business Days specified in the Final Terms after the Interest Determination Date (after adjustment due to postponement pursuant to General Condition 5.8(d)(ii)(B), if applicable).
"Interest Period End Date" means each date specified as such in the Final Terms or, if none, each Interest Payment Date (after adjustment due to any applicable Business Day Convention), provided that, if the Final Terms specifies that the Interest Period End Date is not subject to adjustment, the Interest Period End Date will be each date specified as such (or, if none, each Interest Payment Date) disregarding any adjustment to the Interest Payment Date due to any applicable Business Day Convention.
"Leverage" means, in respect of a Relevant Interest Payment Date, the number specified as such in the Final Terms for such Relevant Interest Payment Date, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Leverage' to be 'Not Applicable', it shall be deemed to be one).
"Relevant Interest Calculation Period" means each Interest Calculation Period in respect of which the Final Terms specifies 'Type of Interest' to be 'Spread-Linked Interest'.
"Relevant Interest Payment Date" means, in respect of a Relevant Interest Calculation Period, the Interest Payment Date falling on or about the end of such Relevant Interest Calculation Period.
"Spread-Linked Rate One(t)" means the Reference Rate for a period equal to the Designated Maturity specified under the heading 'Spread-Linked Rate One(t)' in the Final Terms.
"Spread-Linked Rate Two(t)" means the Reference Rate for a period equal to the Designated Maturity specified under the heading 'Spread-Linked Rate Two(t)' in the Final Terms.
"Spread-Linked Rate One(t) Cap" means the percentage specified as such in the Final Terms.
"Spread-Linked Rate Two(t) Cap" means the percentage specified as such in the Final Terms.
"Spread-Linked Rate One(t) Floor" means the percentage specified as such in the Final Terms.
"Spread-Linked Rate Two(t) Floor" means the percentage specified as such in the Final Terms.

5.7 Decompounded Floating Rate Interest

(a) Application

This General Condition 5.7 applies only in respect of Interest Calculation Period(s) for which the Final Terms specifies 'Type of Interest' to be 'Decompounded Floating Rate Interest' (if any).

(b) Accrual of interest and when paid

Each Security bears interest during each Relevant Interest Calculation Period at the rate(s) per annum equal to the Decompounded Rate of Interest applicable for that Relevant Interest Calculation Period, as determined below, subject to the application of the Range Accrual Factor, if applicable. Interest will be payable at the end of each Relevant Interest Calculation Period on the Relevant Interest Payment Date corresponding to such Relevant Interest Calculation Period.

(c) Interest Amount

(i) Calculation of Interest Amount

The Interest Amount payable in respect of each Security (representing a nominal amount equal to the Calculation Amount) on any Relevant Interest Payment Date shall be calculated by the Determination Agent by applying the Decompounded Rate of Interest for such Relevant Interest Payment Date to the Calculation Amount, and then further multiplying such amount by:

(A) the applicable Day Count Fraction;
(B) in the case of Securities having a Settlement Currency that is different from the Issue Currency, multiplying the resultant amount in the Issue Currency by the applicable Exchange Rate as at the Fixing Time – Interest on the relevant Fixing Date – Interest; and
(C) if the Final Terms specifies 'Range Accrual' to be 'Applicable' to such Relevant Interest Payment Date, multiplying such amount by the applicable Range Accrual Factor (which shall be determined in accordance with General Condition 5.9 (Calculation of the Range Accrual Factor) below),

provided that, if the above calculation results in an amount of less than zero, then the Interest Amount payable on the Relevant Interest Payment Date shall be deemed to be zero.

(ii) Determination of Decompounded Rate of Interest

Subject to (iii) (Maximum and minimum rates of interest) immediately below, the decompounded floating rate of interest (the "Decompounded Rate of Interest") for a Relevant Interest Calculation Period ending on or about a Relevant Interest Payment Date will be equal to, as applicable:

(A) if the Final Terms specifies a percentage for the 'Decompounded Cap', the product of (1) the Compounding Period Number, multiplied by (2) the difference between (x) the result of raising (aa) the sum of one plus the lesser of (I) the Decompounded Cap and (II) the sum of (X) the Floating Rate determined for such Relevant Interest Payment Date in accordance with 6.7(d) (Floating Rate) immediately below ("Floating Rate(t)") plus (Y), if applicable, the 'Spread' percentage rate specified as such in the Final Terms for such Relevant Interest Payment Date (which rate may be negative, and provided that if not applicable such rate shall be deemed to be zero) (the "Spread"), to the power of (bb) the quotient of 1 divided by the Compounding Period Number, minus (y) one.

The Decompounded Rate of Interest can also be expressed formulaically as follows:

Compounding Period Number×{([1 +Min(Decompounded Cap; Floating Rate(t) + Spread)]^(1/Compounding Period Number))-1}

(B) if the Final Terms specifies the 'Decompounded Cap' to be 'Not Applicable', the product of (1) the Compounding Period Number, multiplied by (2) the difference between (x) the result of raising (aa) the sum of (I) one, plus (II) the Floating Rate determined for such Relevant Interest Payment Date in accordance with 6.7(d) (Floating Rate) immediately below ("Floating Rate(t)"), plus (III) if applicable, the 'Spread' percentage rate specified as such in the Final Terms for such Relevant Interest Payment Date (which rate may be negative) (the "Spread"), to the power of (bb) the quotient of 1 divided by the Compounding Period Number, minus (y) one.

The Decompounded Rate of Interest can also be expressed formulaically as follows:

(iii) Maximum and minimum rates of interest

(A) where:
(1) 'Cap Rate' is specified as being 'Applicable' in the Final Terms, no higher than the Cap Rate; or
(2) 'Curve Cap' is specified as being 'Applicable' in the Final Terms, no higher than the Curve Cap Rate; and/or

(B) where a 'Floor Rate' percentage is specified, no lower than the Floor Rate.

The Interest Amount payable on each Relevant Interest Payment Date shall be subject to the redemption of the Securities not occurring prior to the corresponding Relevant Interest Payment Date.

(d) Floating Rate

The Final Terms will specify whether the Floating Rate to be determined for each Relevant Interest Calculation Period shall be determined in accordance with either 'Floating Interest Rate Determination' (in which case General Condition 5.8(b) (Floating Interest Determination of a Floating Rate) below will apply) or 'CMS Rate Determination' (in which case General Condition 5.8(c) (CMS Rate Determination for Floating Rate) below will apply).

(e) Relevant defined terms

The following terms as used above have the following meanings:

"Calculation Amount" means a nominal amount of the Securities equal to the Specified Denomination (unless a different amount is specified in the Final Terms, in which case, such amount).
"Cap Rate" means the percentage specified as such in the Final Terms.
"Compounding Period Number" means the number specified as such in the Final Terms (where, for example, 12 refers to monthly, 4 refers to quarterly, 2 refers to semi-annually etc.).
"Curve Cap Rate" means, in relation to an Interest Payment Date, the percentage determined by the Determination Agent for such Interest Payment Date as the lesser of (i) the Upper Limit and (ii) the product of (A) Factor, multiplied by (B) the sum of (x) Reference Index, plus (y) Margin.

The Curve Cap Rate calculation can also be expressed formulaically as:

Min [Factor × (Reference Index + Margin); Upper Limit]

where:

"Factor" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that if the Final Terms specifies 'Factor' to be 'Not Applicable', it shall be deemed to be one).
"Margin" means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that if the Final Terms specifies 'Margin' to be 'Not Applicable', it shall be deemed to be zero).
"Min", followed by two amounts (including a calculation which produces an amount) separated by a semi-colon (';'), means the lesser of such two amounts.
"Reference Index" means:

(i) if the Final Terms specifies 'single rate' to be 'Applicable', the amount calculated in accordance with the following formula:

Multiplier × Reference Rate

(ii) if the Final Terms specifies 'spread rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) - (Multiplier 2 × Reference Rate 2)

(iii) if the Final Terms specifies 'combined rate' to be 'Applicable', the amount calculated in accordance with the following formula:

(Multiplier 1 × Reference Rate 1) + (Multiplier 2 × Reference Rate 2)

where:

"Multiplier", "Multiplier 1" and "Multiplier 2" each means the percentage specified as such in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if the Final Terms specifies 'Multiplier', 'Multiplier 1' and/or 'Multiplier 2' to be 'Not Applicable', each such value as so specified shall be deemed to be one).
"Reference Rate", "Reference Rate 1" and "Reference Rate 2" each means the Reference Rate specified as such in the Final Terms.
"Upper Limit" means the percentage specified as such in the Final Terms.
"Day Count Fraction" means the fraction equal to the number of days of the Interest Calculation Period divided by the number of days of the year, in each case as determined by the applicable convention, which may be any of 'Actual/Actual(ICMA)', 'Act/Act(ICMA)', 'Actual/Actual', 'Actual/Actual (ISDA)', 'Actual/365 (Fixed)', 'Actual/360', '30/360', '360/360', 'Bond Basis', '30E/360', 'Eurobond Basis', or '30E/360 (ISDA)' (each as defined in General Condition 28.1 (Definitions) in the definition 'Day Count Fraction Conventions'), as specified in the Final Terms.
"Decompounded Cap" means the percentage specified as such in the Final Terms.
"Designated Maturity" has the meaning given to it in General Condition 5.7 (Decompounded Floating Rate Interest).
"Floating Rate" means the percentage rate of interest per annum calculated in accordance with sub-paragraph 5.7(d) (Floating Rate) above.
"Interest Calculation Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the next succeeding Interest Period End Date and each successive period beginning on (and including) an Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.
"Interest Payment Date" means:
(i) each date specified as such in the Final Terms (provided that, if the Interest Determination Date is postponed pursuant to Condition 5.8(d)(ii)(B), such date shall be postponed by an equal number of Business Days); or
(ii) each date falling the number of Business Days specified in the Final Terms after the Interest Determination Date (after adjustment due to postponement pursuant to Condition 5.8(d)(ii)(B), if applicable).
"Interest Period End Date" means each date specified as such in the Final Terms or, if none, each Interest Payment Date (after adjustment due to any applicable Business Day Convention), provided that, if the Final Terms specifies that the Interest Period End Date is not subject to adjustment, the Interest Period End Date will be each date specified as such (or, if none, each Interest Payment Date) disregarding any adjustment to the Interest Payment Date due to any applicable Business Day Convention.
"Relevant Interest Calculation Period" means each Interest Calculation Period in respect of which the Final Terms specifies 'Type of Interest' to be 'Decompounded Floating Rate Interest'.
"Relevant Interest Payment Date" means, in respect of a Relevant Interest Calculation Period, the Interest Payment Date falling on or about the end of such Relevant Interest Calculation Period.
"^" means the power function, such that x^n means x raised to the power of n (e.g. 2^3=8).

5.8 Determination of a Floating Rate

(a) Application

This General Condition 5.8 applies only in respect of Interest Calculation Period(s) for which the Final Terms specifies 'Type of Interest' to be 'Floating Rate Interest', 'Inverse Floating Rate Interest', 'Digital Interest', 'Spread-Linked Interest' or 'Decompounded Floating Rate Interest' (if any).

(b) Floating Interest Determination of a Floating Rate

Where the Final Terms specifies 'Floating Interest Rate Determination' to be 'Applicable' ("Floating Interest Rate Determination"), the Floating Rate of interest for each Interest Calculation Period ending on or about an Interest Payment Date (or relevant Reference Rate for purposes of determining the Curve Cap Rate where the Final Terms specifies 'Floating Interest Rate Determination' to be 'Applicable' for such Reference Rate for such purpose) will be as follows:

(i) If the Reference Rate is a floating interest rate other than EONIA or SONIA, the relevant Floating Rate of interest will, subject as provided below, be either:
(A) the offered quotation (where the Final Terms specifies 'Offered Quotation' to be 'Applicable'); or
(B) the arithmetic mean of the offered quotations (where the Final Terms specifies 'Arithmetic Mean' to be 'Applicable'),

in each case expressed as a percentage rate per annum, for the Reference Rate of the relevant Designated Maturity which appear(s) on the Relevant Screen Page as of the Relevant Time on the Interest Determination Date relating to such Interest Payment Date, as determined by the Determination Agent. In the case of (B) above only, if five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Determination Agent for the purpose of determining the arithmetic mean of such offered quotations.

If the Final Terms specifies 'Linear Interpolation' to be 'Applicable', then, in respect of any short or long Interest Calculation Period as specified in the Final Terms, the Determination Agent will determine the relevant Floating Rate of interest using Linear Interpolation.

(ii) If the Final Terms specifies 'Reference Rate' to be 'EONIA', the relevant Floating Rate of interest will be the rate of return of a daily compound interest investment with the arithmetic mean of the daily rates of the dayto-day Eurozone interbank euro money market as reference rate and which will be calculated by the Determination Agent on the Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the nearest one ten-thousandth of a percentage point, with 0.00005 being rounded upwards ("EONIA"):

$$
\left[\prod_{i=1}^{d_0} \left(1 + \frac{\text{EONIA}_i \times n_i}{360}\right) - 1\right] \times \frac{360}{d}
$$

where:

"do", for any Interest Calculation Period, is the number of TARGET Business Days in the Relevant Interest Calculation Period;

"i" is a series of whole numbers from one to do, each representing the relevant TARGET Business Day in chronological order from, and including, the first TARGET Business Day, in the Relevant Interest Calculation Period;

"EONIAi", for any day 'i' in the relevant Interest Calculation Period, is a reference rate equal to the overnight rate as calculated by the European Central Bank and appearing on the Relevant Screen Page in respect of that day;

"ni" is the number of calendar days in the Relevant Interest Calculation Period on which the rate is EONIAⁱ ;

"d" is the number of calendar days in the Relevant Interest Calculation Period.

(iii) If the Final Terms specifies 'Reference Rate' to be 'SONIA', the relevant Floating Rate of interest will be the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and which will be calculated by the Determination Agent on the Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the nearest one ten-thousandth of a percentage point, with 0.00005 being rounded upwards ("SONIA"):

$$
\left[ \prod_{i=1}^{d_0} \left( 1 + \frac{\text{SONIA}_{i-pLBD} \times n_i}{365} \right) - 1 \right] \times \frac{365}{d}
$$

where:

"do" means in respect of the Relevant Interest Calculation Period, the number of London Business Days in the Relevant Interest Calculation Period;

"i" means in respect of the Relevant Interest Calculation Period, a series of whole numbers from one to do, each representing a relevant London Business Day in chronological order from, and including, the first London Business Day in the Relevant Interest Calculation Period to, and including, the last London Business Day in the Relevant Interest Calculation Period;

"ni" means in respect of any London Business Day "i", the number of calendar days from, and including, such London Business Day "i" to but excluding the earlier of (a) the next London Business Day and (b) the last day of the Relevant Interest Calculation Period on which the SONIA reference rate is SONIAi-pLBD;

"p" means, in respect of the Relevant Interest Calculation Period, the number of London Business Days specified in the Final Terms, being the length of the look-back period immediately preceding a London Business Day "i" falling in such Relevant Interest Calculation Period on which the SONIA reference rate is to be determined. For the avoidance of doubt, if "p" is specified in the Final Terms to be zero, there shall be no look-back period in respect of any London Business Day "i".

"SONIAi-pLBD" means, in respect of any London Business Day "i" falling in the Relevant Interest Calculation Period, the SONIA reference rate in respect of the London Business Day falling "p" London Business Days prior to such London Business Day "i";

the "SONIA reference rate", in respect of any London Business Day, means a reference rate equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London Business Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors, in each case on the London Business Day immediately following such London Business Day; and

"d" is the number of calendar days in the Relevant Interest Calculation Period."

(c) CMS Rate Determination for Floating Rate

Where 'CMS Rate Determination' is specified to be applicable in the Final Terms ("CMS Rate Determination"), the Floating Rate of interest for each Interest Calculation Period ending on or about an Interest Payment Date (or relevant Reference Rate for purposes of determining the Curve Cap Rate where 'CMS Rate Determination' is specified as 'Applicable' in the Final Terms for such Reference Rate for such purpose) will be the relevant CMS Reference Rate for such Interest Calculation Period.

The CMS Reference Rate in respect of an Interest Calculation Period or any relevant day (as applicable) will be the Specified Swap Rate for swap transactions in the Reference Currency with a maturity of the Designated Maturity (expressed as a percentage rate per annum) (the "Relevant Swap Rate") which appears on the Relevant Screen Page as of the Relevant Time on the Interest Determination Date in respect of such Interest Calculation Period or such relevant day, all as determined by the Determination Agent.

(d) Floating Rate Disruption

Unless a Reference Rate Discontinuance (as defined below) has occurred, in which case General Condition 5.8(e) (Reference Rate Discontinuance) shall apply, if, on any Interest Determination Date, the Relevant Screen Page for the Reference Rate (or EONIAⁱ or SONIAi-pLBD) is not available, or (in the case of General Condition 5.8(b)(i)(A) above) no such offered quotation appears on the Relevant Screen Page or (in the case of General Condition 5.8(b)(i)(B) above) fewer than three such offered quotations appear on the Relevant Screen Page, in each case as of the Relevant Time, or on any TARGET Business Day pursuant to Condition 5.8(b)(ii) above EONIAⁱ is not available on the Relevant Screen Page or on any London Business Day pursuant to Condition 5.8(b)(iii) above SONIAi-pLBD is not available on the Relevant Screen Page (such Reference Rate, a "Disrupted Reference Rate" and each such event, a "Floating Rate Disruption"), the Determination Agent shall determine the Floating Rate of interest in respect of such Interest Determination Date (or EONIAⁱ , in respect of the relevant TARGET Business Day, or SONIAi-pLBD, in respect of the relevant London Business Day, as applicable) in accordance with the following methodologies, as applicable depending on the Designated Maturity of the relevant Reference Rate or whether the Disrupted Reference Rate is EONIA or SONIA, as the case may be:

(i) If the Designated Maturity of the relevant Reference Rate is 12 months or less:
(A) the Determination Agent shall determine the Floating Rate in respect of such Interest Determination Date using Linear Interpolation;
(B) if the Determination Agent determines that one or both of the rates to be used for the purposes of Linear Interpolation in accordance with sub-paragraph (A) immediately above are unavailable, the Floating Rate in respect of such Interest Determination Date shall be the last published offered quotation(s) for the Reference Rate that appeared on the Relevant Screen Page, provided that the last published quotation(s) may not be earlier than the fifth Business Day prior to the Interest Determination Date;
(C) if the Determination Agent determines that no offered quotation was published (or, in the case of General Condition 5.8(b)(i)(B) above, fewer than three such offered quotations were published) for the Reference Rate in accordance with and during the period provided in sub-paragraph (B) immediately above, the Floating Rate in respect of the relevant Interest Determination Date shall be determined using Linear Interpolation save that the Interest Determination Date for such purpose will be deemed to be the immediately preceding Business Day on which the rates to be used for Linear Interpolation are both available on the Relevant Screen Page, provided that the last published rate for such purpose

may not be earlier than the fifth Business Day prior to the Interest Determination Date;

(D) if the Determination Agent determines that the rates to be used for the purposes of Linear Interpolation in accordance with and during the period provided in sub-paragraph (C) immediately above are unavailable, the Floating Rate for such Interest Payment Date shall be such other rate as determined by the Determination Agent in its discretion.
(ii) If the Designated Maturity of the relevant Reference Rate is more than 12 months:
(A) the Determination Agent shall request each of the Reference Banks to provide the Determination Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate of the relevant Designated Maturity as soon as practicable after the Relevant Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Determination Agent with such offered quotations, the Floating Rate in respect of such Interest Payment Date shall be the arithmetic mean of such offered quotations as determined by the Determination Agent in its discretion;
(B) if the Determination Agent determines that fewer than two Reference Banks are providing offered quotations in accordance with sub-paragraph (A) immediately above, the Floating Rate in respect of such Interest Determination Date shall be determined by postponing the relevant Interest Determination Date to the first succeeding Business Day on which the Floating Rate Disruption ceases to exist, provided that for such purpose the Interest Determination Date shall not be postponed for more than two Business Days after the date on which the Interest Determination Date was originally scheduled to fall;
(C) if the Determination Agent determines that it is unable to determine the Floating Rate in accordance with and during the period provided in sub-paragraph (B) immediately above, the Floating Rate in respect of such Interest Determination Date shall be such other rate as determined by the Determination Agent in its discretion.
(iii) If the Disrupted Reference Rate is EONIA:
(A) EONIAⁱ in respect of the relevant TARGET Business Day shall be determined by the Determination Agent as the last published offered quotation for EONIAⁱ that appeared on the Relevant Screen Page, provided that the last published quotation may not be earlier than the fifth Business Day prior to the relevant TARGET Business Day;
(B) if the Determination Agent determines that no offered quotation was published for EONIAⁱ in accordance with and during the period provided in sub-paragraph (A) immediately above, EONIAⁱ in respect of the relevant TARGET Business Day shall be such other rate as determined by the Determination Agent.
(iv) If the Disrupted Reference Rate is SONIA:
(A) SONIAi-pLBD in respect of the relevant London Business Day "i" shall be determined by the Determination Agent as the (i) the

Bank of England's Bank Rate (the "Bank Rate") prevailing at the close of business on the "Bank Rate London Business Day" (being the London Business Day falling "p" London Business Days prior to the relevant London Business Day "i"); plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the five days prior to the Bank Rate London Business Day on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate;

(B) if the Determination Agent determines that it is unable to determine SONIAi-pLBD in accordance with sub-paragraph (A) immediately above, SONIAi-pLBD in respect of the relevant London Business Day shall be such other rate as determined by the Determination Agent.

(e) Reference Rate Discontinuance

If on (or prior to) any Interest Determination Date, the Determination Agent determines that the relevant Reference Rate has been discontinued or has otherwise ceased to exist (such Reference Rate, a "Discontinued Reference Rate" and such event, a "Reference Rate Discontinuance"), the Determination Agent shall determine the Floating Rate of interest for the Relevant Interest Payment Date in accordance with the following methodologies, as applicable:

(i) If a Pre-nominated Index has been specified in the Final Terms in respect of the relevant Reference Rate (or EONIAⁱ or SONIAi-pLBD), the relevant Reference Rate (or EONIAⁱ or or SONIAi-pLBD) shall be replaced by such Pre-nominated Index with effect from the date as determined by the Determination Agent and the Pre-nominated Index will be deemed to be the Reference Rate (or EONIAⁱ or SONIAi-pLBD) with effect from such date. The Determination Agent may make such adjustments that it determines to be appropriate, if any, to any one or more of the Conditions or other terms of the Securities, including without limitation, any Condition or term relevant to the settlement or payment under the Securities, as the Determination Agent determines appropriate to account for such replacement (including, without limitation, any adjustment which the Determination Agent determines is appropriate in order to reduce or eliminate to the extent reasonably practicable any transfer of economic value from the Issuer to the Securityholders or vice versa as a result of such replacement, including as a result of a different term structure or methodology);
(ii) If a Pre-nominated Index has not been specified in the Final Terms and if the Discontinued Reference Rate is not EONIA or SONIA:
(A) the Determination Agent shall select a substitute or Successor Rate of interest that it determines is comparable to the Discontinued Reference Rate to replace such Discontinued Reference Rate, and shall replace the Discontinued Reference Rate by such substitute or Successor Rate of interest with effect from the date as determined by the Determination Agent and such substitute or successor reference rate will be deemed to be the Reference Rate with effect from such date. The Determination Agent may make such adjustments that it determines to be appropriate, if any, to any one or more of the Conditions or other terms of the Securities, including, without limitation, any Condition or term relevant to the settlement or payment under the Securities, as the Determination Agent determines appropriate to

account for such replacement (including, without limitation, any adjustment which the Determination Agent determines is appropriate in order to reduce or eliminate to the extent reasonably practicable any transfer of economic value from the Issuer to the Securityholders or vice versa as a result of such replacement, including as a result of a different term structure or methodology);

(B) if the Determination Agent determines that no substitute or Successor Rate is available for the purpose of sub-paragraph (A) immediately above, then, with effect from and including the date on which the relevant Reference Rate has been discontinued or has otherwise ceased to exist, the Floating Rate in respect of such Interest Determination Date, and any subsequent Interest Determination Date, shall be determined using Linear Interpolation;
(C) if the Determination Agent determines that one or both of the rates to be used for the purpose of Linear Interpolation in accordance with (ii) immediately above are unavailable, or otherwise does not determine the Floating Rate of interest in accordance with the foregoing, an Additional Disruption Event shall be deemed to have occurred for the purposes of these provisions and the Determination Agent shall adjust, redeem, cancel and/or take any other necessary action in accordance with the applicable provisions of General Condition 11 (Adjustment or early redemption following an Additional Disruption Event).
(iii) Otherwise, if a Pre-nominated Index has not been specified in the Final Terms and if the Discontinued Reference Rate is EONIAⁱ or SONIAipLBD;
(A) the Determination Agent shall select a substitute or successor reference rate that it determines is comparable to the Discontinued Reference Rate to replace such Discontinued Reference Rate, and shall replace the Discontinued Reference Rate by such substitute or successor reference rate with effect from the date as determined by the Determination Agent and such substitute or successor reference rate will be deemed to be the Reference Rate with effect from such date. The Determination Agent may make such adjustments that it determines to be appropriate, if any, to any one or more of the Conditions or other terms of the Securities, including, without limitation, any Condition or term relevant to the settlement or payment under the Securities, as the Determination Agent determines appropriate to account for such replacement (including, without limitation, any adjustment which the Determination Agent determines is appropriate in order to reduce or eliminate to the extent reasonably practicable any transfer of economic value from the Issuer to the Securityholders or vice versa as a result of such replacement, including as a result of a different term structure or methodology);
(B) if the Determination Agent determines that no substitute or successor reference rate is available for the purpose of subparagraph (A) immediately above, or otherwise does not determine the Floating Rate of interest in accordance with the foregoing, an Additional Disruption Event shall be deemed to have occurred for the purposes of these provisions and the Determination Agent shall adjust, redeem, cancel and/or take any other necessary action in accordance with the applicable

provisions of General Condition 11 (Adjustment or early redemption following an Additional Disruption Event).

(iv) Changes in reference rate

If the methodology or formula for the rate comprising the Reference Rate (the "Original Reference Rate") in respect of any Securities or any other means of calculating the Reference Rate is changed (irresepective of the materiality of any such change or changes), then for the avoidance of doubt references to the Reference Rate in respect of suhc Securities shall remain as the Original Reference Rate notwithstanding such changes.

(f) Corrections to Published and Displayed Rates

For purposes of determining the relevant Reference Rate for an Interest Determination Date, the relevant Reference Rate will be subject to the corrections, if any, to the information subsequently displayed on the Relevant Screen Page within one hour of the time when such rate is first displayed on the Relevant Screen Page.

(g) Relevant defined terms

The following terms as used above have the following meanings:

"Designated Maturity" means, in respect of a Reference Rate, the period of time specified in respect of such Reference Rate in the Final Terms.

"Interest Determination Date" means any of the following, as applicable:

(i) with respect to an Interest Calculation Period and a Reference Rate other than EONIA or SONIA, the date specified as such in the Final Terms or, if none is so specified:
(A) the first day of such Interest Calculation Period, if the relevant currency is sterling or Hong Kong dollar;
(B) the date falling two TARGET Business Days prior to the first day of such Interest Calculation Period, if the relevant currency is euro; or
(C) in any other case, the date falling two London Banking Days prior to the first day of such Interest Calculation Period;
(ii) with respect to an Interest Calculation Period and EONIA, unless specified otherwise in the Final Terms, the last TARGET Business Day of such Interest Calculation Period; and
(iii) with respect to an Interest Calculation Period and SONIA, unless specified otherwise in the Final Terms, the last London Business Day of such Interest Calculation Period.

"Relevant Screen Page" means such screen page as specified in the Final Terms (or the Relevant Screen Page of such other service or services as may be nominated as the information vendor for the purpose of displaying comparable rates in succession thereto) or such other equivalent information vending service as is so specified.

"Relevant Time" means the time (in the place) specified in the Final Terms.

5.9 Calculation of the Range Accrual Factor

(a) Application

The Range Accrual Factor will be calculated by observing:

(i) in the case of Securities for which the Type of Interest is Fixed Rate Interest (and the Accrual Condition Type is Year-on-Year Inflation Range Accrual), a rate calculated by reference to the performance of the Inflation Index determined in accordance with the definition of 'Range Accrual Inflation Performance' below; or
(ii) in the case of Securities for which the Type of Interest is Fixed Rate Interest (and the Accrual Condition Type is not Year-on-Year Inflation Range Accrual), Floating Rate Interest, Inverse Floating Rate Interest, Spread-Linked Interest or Decompounded Floating Rate Interest, a rate calculated by reference to a single floating interest rate or a number of floating interest rates, in each case determined in accordance with Condition 5.9(d) (Determination of Range Accrual Floating Rate(s)) below.

(b) Range Accrual Factor and application to Interest Amount

The Range Accrual Factor for an Observation Period corresponding to an Interest Payment Date will be calculated as the quotient of (i) n, divided by (ii) N, expressed mathematically as:

where:

"n" in respect of an Observation Period corresponding to an Interest Payment Date is the number of Observation Dates within that Observation Period that the Accrual Condition is satisfied; and

"N", in respect of an Observation Period corresponding to an Interest Payment Date, is the number of Observation Dates within that Observation Period.

(c) Determination of Accrual Condition

The "Accrual Condition" in respect of an Observation Period corresponding to an Interest Payment Date will be satisfied on any Observation Date within that Observation Period where:

(i) if 'Year-on-Year Inflation Range Accrual' is specified as 'Accrual Condition Type' in the Final Terms, the Range Accrual Inflation Performance on such Observation Date is greater than or equal to the Corresponding Lower Barrier and less than or equal to the Corresponding Upper Barrier; or
(ii) if 'Single Rate Range Accrual' is specified as 'Accrual Condition Type' in the Final Terms, the Range Accrual Floating Rate 1 on such Observation Date is greater than or equal to the Corresponding Lower Barrier and less than or equal to the Corresponding Upper Barrier; or
(iii) if 'Spread Range Accrual' is specified as 'Accrual Condition Type' in the Final Terms, the Range Accrual Floating Rate 1 minus the Range Accrual Floating Rate 2, in each case on such Observation Date (the "Range Accrual Spread"), is greater than or equal to the Corresponding Lower Barrier and less than or equal to the Corresponding Upper Barrier; or
(iv) if 'Dual Rate Range Accrual' is specified as 'Accrual Condition Type' in the Final Terms, each of (A) the Range Accrual Floating Rate 1 on such Observation Date is greater than or equal to the Corresponding Lower

Barrier 1 and less than or equal to the Corresponding Upper Barrier 1 and (B) the Range Accrual Floating Rate 2 on such Observation Date is greater than or equal to the Corresponding Lower Barrier 2 and less than or equal to the Corresponding Upper Barrier 2; or

(v) if 'Dual Spread Range Accrual' is specified as 'Accrual Condition Type' in the Final Terms, each of (A) the Range Accrual Floating Rate 1 minus the Range Accrual Floating Rate 2, in each case on such Observation Date (the "Range Accrual Spread") is greater than or equal to the Corresponding Lower Barrier 1 and less than or equal to the Corresponding Upper Barrier 1 and (B) the Range Accrual Floating Rate 3, in each case on such Observation Date, is greater than or equal to the Corresponding Lower Barrier 2 and less than or equal to the Corresponding Upper Barrier 2,

in each case as determined by the Determination Agent

where:

"Corresponding Lower Barrier" means, in respect of the determination of any Accrual Condition and any Range Accrual Inflation Performance, Range Accrual Floating Rate or Range Accrual Spread, the percentage rate specified as being 'Lower Barrier' applicable to such Range Accrual Inflation Performance, Range Accrual Floating Rate or Range Accrual Spread in the Final Terms.
"Corresponding Lower Barrier 1" means, in respect of the determination of any Accrual Condition and any Range Accrual Floating Rate or Range Accrual Spread, the percentage rate specified as being 'Lower Barrier 1' applicable to such Range Accrual Floating Rate or Range Accrual Spread in the Final Terms.
"Corresponding Lower Barrier 2" means, in respect of the determination of any Accrual Condition and any Range Accrual Floating Rate or Range Accrual Spread, the percentage rate specified as being 'Lower Barrier 2' applicable to such Range Accrual Floating Rate or Range Accrual Spread in the Final Terms.
"Corresponding Upper Barrier" means, in respect of the determination of any Accrual Condition and any Range Accrual Inflation Performance, Range Accrual Floating Rate or Range Accrual Spread, the percentage rate specified as being 'Upper Barrier' applicable to such Range Accrual Inflation Performance, Range Accrual Floating Rate or Range Accrual Spread in the Final Terms.
"Corresponding Upper Barrier 1" means, in respect of the determination of any Accrual Condition and any Range Accrual Floating Rate or Range Accrual Spread, the percentage rate specified as being 'Upper Barrier 1' applicable to such Range Accrual Floating Rate or Range Accrual Spread in the Final Terms.
"Corresponding Upper Barrier 2" means, in respect of the determination of any Accrual Condition and any Range Accrual Floating Rate or Range Accrual Spread, the percentage rate specified as being 'Upper Barrier 2' applicable to such Range Accrual Floating Rate or Range Accrual Spread in the Final Terms.
"Inflation Index" means the index specified as such in the Final Terms.
"Inflation Index Level" means the level of the Inflation Index first published or announced for the relevant Range Accrual Reference

Month, as determined by the Determination Agent, subject to Section D: INFLATION INDEX DISRUPTION EVENTS of the General Conditions.

"Observation Date" means:
(A) where the Final Terms specifies that 'Accrual Condition Type' is Single Rate Range Accrual, Spread Range Accrual, Dual Rate Range Accrual or Dual Spread Range Accrual, each calendar day in the relevant Observation Period; or
(B) where the Final Terms specifies that 'Accrual Condition Type' is Year-on-Year Inflation Range Accrual, in respect of each month falling in the Observation Period, the date on which the Inflation Index Level is first scheduled to be published.
"Observation Number of Business Days" means the number of Business Days specified in the Final Terms, provided that, if no such number is specified in the Final Terms, Observation Number of Business Days will be deemed to be five Business Days.
"Observation Period" means, in respect of an Interest Payment Date:
(A) where the Final Terms specifies that 'Accrual Condition Type' is Single Rate Range Accrual, Spread Range Accrual, Dual Rate Range Accrual or Dual Spread Range Accrual, the period beginning on (and including) the day that falls the Observation Number of Business Days prior to the immediately preceding Interest Payment Date (or, if none, the Interest Commencement Date) and ending on (but excluding) the day that falls the Observation Number of Business Day prior to such Interest Payment Date; or
(B) where the Final Terms specifies that 'Accrual Condition Type' is Year-on-Year Inflation Range Accrual, the period ending on and including the calendar month ("Range Accrual Reference Month") specified in the Final Terms as corresponding to the Relevant Interest Payment Date, from but excluding the Range Accrual Reference Month in respect of the preceding Interest Payment Date.
"Range Accrual Floating Rate" means, in respect of any Observation Date in an Observation Period, Range Accrual Floating Rate 1 or (if any) Range Accrual Floating Rate 2 or (if any) Range Accrual Floating Rate 3, as applicable, on such Observation Date in such Observation Period.
"Range Accrual Floating Rate 1" means, in respect of any Observation Date in an Observation Period, the Range Accrual Floating Rate determined in respect of the Reference Rate (which may be the Specified Swap Rate, if so specified) and having the other terms as specified as applicable to 'Range Accrual Floating Rate 1' in the Final Terms.
"Range Accrual Floating Rate 2" means, in respect of any Observation Date in an Observation Period, the Range Accrual Floating Rate determined in respect of the Reference Rate (which may be the Specified Swap Rate, if so specified) and having the other terms as specified as applicable to 'Range Accrual Floating Rate 2' in the Final Terms and, if 'Spread Range Accrual' or 'Dual Spread Range Accrual' is specified as the 'Accrual Condition Type' in the Final Terms, multiplied by the number specified as the 'Variable' ("Variable") in the Final Terms, which shall be preceded by either a 'plus' or a 'minus' (provided that, if

the Final Terms specifies 'Variable' to be 'Not Applicable', it shall be deemed to be one).

"Range Accrual Floating Rate 3" means, in respect of any Observation Date in an Observation Period, the Range Accrual Floating Rate determined in respect of the Reference Rate (which may be the Specified Swap Rate, if so specified) and having the other terms as specified as applicable to 'Range Accrual Floating Rate 3' in the Final Terms.
"Range Accrual Inflation Performance" means, in respect of any Observation Date in an Observation Period, a number determined by subtracting one (1) from the quotient of (A) the Inflation Index Level for the calendar month specified to be the Range Accrual Reference Month divided by (B) the Inflation Index Level for the month falling 12 months prior to such Range Accrual Reference Month as determined by the Determination Agent. This can be expressed mathematically as:

$$
\left(\frac{\text{Inflation Index}{(t)}}{\text{Inflation Index}{(t-1)}}\right) - 1
$$

(d) Determination of Range Accrual Floating Rate(s)

(i) Where the relevant Range Accrual Provisions specify 'Floating Rate Determination' to be 'Floating Interest Rate Determination' the relevant Range Accrual Floating Rate on the Observation Date will, subject as provided below, be the offered quotation, expressed as a percentage rate per annum, for the Reference Rate of the relevant Designated Maturity which appears on the Relevant Screen Page as of the Relevant Time on the Observation Date, as determined by the Determination Agent; or
(ii) Where the relevant Range Accrual Provisions specify 'Floating Rate Determinaition' to be 'CMS Rate Determination', the relevant Range Accrual Floating Rate on an Observation Date will be the Specified Swap Rate for swap transactions in the Reference Currency with a maturity of the Designated Maturity (expressed as a percentage rate per annum) which appears on the Relevant Screen Page as of the Relevant Time on the Observation Date, as determined by the Determination Agent.

The relevant Range Accrual Floating Rate on any Observation Date will not be 'EONIA' or 'SONIA' or a term rate derived from 'EONIA' or 'SONIA'.

(e) Range Accrual Floating Rate Disruption

If on any Observation Date the Relevant Screen Page specified in the Range Accrual Provisions to apply to a Range Accrual Floating Rate is not available, or no such offered quotation appears on such Relevant Screen Page as of the Relevant Time specified in the Final Terms to apply to such Range Accrual Floating Rate, subject to the next sentence, such Range Accrual Floating Rate shall be deemed to be the corresponding Range Accrual Floating Rate for the immediately preceding calendar day on which an offered quotation appears on such Relevant Screen Page as at such Relevant Time.

If the Relevant Screen Page specified in the Range Accrual Provisions to apply to a Range Accrual Floating Rate is not available, or no such offered quotation appears on such Relevant Screen Page as of the Relevant Time specified in the Final Terms to apply to such Range Accrual Floating Rate for seven consecutive calendar days, the Issuer shall, by giving not less than the Early Redemption Notice Period Number of Business Days' irrevocable notice to the Holders, redeem all of the Securities of the relevant Series on the date specified in such notice, and pay to each Holder, in respect of each Security held by it, an amount equal to the Early Cash Settlement Amount.

(f) Defined terms

For purposes only of this General Condition 5.9 the following terms have the following respective meanings:

"Range Accrual Provisions" means the terms relating to the Range Accrual Factor, being the terms set out immediately below the relevant 'Accrual Condition Type' in the Final Terms together with this General Condition 5.9; and
Each of "Designated Maturity", "Reference Currency", "Reference Rate", "Relevant Screen Page", "Relevant Time" and "Specified Swap Rate" have the respective meanings specified in the Range Accrual Provisions in the Final Terms.

5.10 Switch Option

(a) Application

This General Condition 5.10 applies to Securities in respect of which the Final Terms specifies that the Switch Option is applicable.

(b) Switch Option

The Issuer may, at its option (the "Switch Option") if so specified in the Final Terms, by giving not less than the Switch Option Number of Business Days' irrevocable notice to the Holders, elect to switch the Type of Interest or Types of Interest payable in respect of the Securities from the Type of Interest or combination of Types of Interest that are specified in the Final Terms to apply to each Interest Payment Date falling on or prior to any exercise of the Switch Option (the "Original Type of Interest") to the Type of Interest or combination of Types of Interest that are specified in the Final Terms to apply to each Interest Payment Date following the exercise of the Switch Option (the "New Type of Interest").

The Switch Option may have the effect of changing the applicable interest between two rates of the same Type of Interest, one of which is subject to the application of a Range Accrual Factor.

The Switch Option may also have the effect of (i) adding a Global Floor in respect of the Aggregate Interest Amount if 'Global Floor' is specified as 'Applicable' under the terms of the New Type of Interest; (ii) removing the Global Floor in respect of the Aggregate Interest Amount if 'Global Floor' is specified as 'Not Applicable' under the terms of the New Type of Interest; or (iii) changing the amount of the Global Floor in respect of the Global Floor in respect of the Aggregate Interest Amount if the amount of the Global Floor under the terms of the New Type of Interest is different from the amount under the terms of the Original Type of Interest, and in such event, the amount under the terms of the New Type of Interest shall prevail. Each of the defined terms of "Global Floor" and "Aggregate Interest Amount" shall have the meanings given to them in General Condition 5.12 (Global Floor).

The Issuer may exercise the Switch Option only once during the term of the Securities. It may determine not to exercise the Switch Option.

(c) Exercise

The Issuer may exercise the Switch Option on any Business Day falling within any period specified as a 'Switch Exercise Period' (the "Switch Exercise Period") in the Final Terms. The last day of each Switch Exercise Period shall be a date falling not less than the number of Business Days specified as the 'Switch Notice Period Number' of Business Days in the Final Terms (which shall not be less than five Business Days) preceding the Interest Payment Date for such Switch Exercise Period. The Final Terms will specify which Interest Payment Date (the "Switch Date") corresponds to each Switch Exercise Period.

(d) Effect

Upon exercise of the Switch Option, the Type of Interest applicable to the Securities will change with effect from (and including) the Interest Calculation Period beginning on or around the Switch Date from the Original Type of Interest to the New Type of Interest.

5.11 Zero Coupon

(a) Application

This General Condition 5.11 applies only in respect of Interest Calculation Period(s) for which the Final Terms specifies 'Type of Interest' to be 'Zero Coupon' (a "Zero Coupon Interest Calculation Period") (if any).

(b) No interest

No amount of interest will accrue or become payable in respect of any Zero Coupon Interest Calculation Period unless such a Security is duly presented for payment and such payment is improperly withheld or refused, in which case interest shall accrue on the amount due at a rate per annum (expressed as a percentage) equal to the Internal Rate of Return, where 'Internal Rate of Return' means the rate specified as such in the Final Terms.

5.12 Global Floor

(a) Application

This General Condition 5.12 applies to Securities in respect of which the Final Terms specifies that the Global Floor is applicable.

(b) Global Floor

If on the Final Valuation Date, the Determination Agent determines that the aggregate of the Interest Amounts paid and payable in respect of each Security (representing a nominal amount equal to the Calculation Amount) in respect of each Interest Payment Date over the term of the Securities (including any Interest Amount payable on the Interest Payment Date falling on (or around) the Maturity Date) (such aggregate amount, the "Aggregate Interest Amount"), is less than the Global Floor then, the Issuer shall pay the Additional Interest Amount in respect of each Security (representing a nominal amount equal to the Calculation Amount) on the Maturity Date. The Additional Interest Amount shall be paid in addition to the Interest Amount (if any) payable on the Interest Payment Date falling on (or around) the Maturity Date.

(c) Relevant defined terms

The following terms as used above have the following meanings:

"Additional Interest Amount" means an amount equal to the Global Floor minus the Aggregate Interest Amount.
"Global Floor" means an amount equal to the Calculation Amount multiplied by the Global Floor Percentage.

"Global Floor Percentage" means the percentage so specified in the Final Terms.

5.13 Conversion Option

(a) Application

This General Condition 5.13 applies to Securities for which the Final Terms specifies "Conversion Option" to be 'Applicable'.

(b) Exercise of Option

(i) Conversion Option Exercise Notice

On any Option Exercise Business Day during the term of the Securities, the Holder representing 100% of the Aggregate Nominal Amount (or of the outstanding number) of the Securities (the "Exercising Holder") may notify the Issuer subject to and in accordance with the terms set out in this General Condition 5.13 that the Holder(s) intends to exercise the Holders' option (the "Conversion Option") in respect of the current Interest Calculation Period and/or one or more future Interest Calculation Periods (collectively, such current and/or future Interest Calculation Periods, the "Conversion Period", and such notice, a "Conversion Option Exercise Notice").

In order to be valid, a Conversion Option Exercise Notice must:

(A) be delivered to the Determination Agent at the Notice Delivery Email Address prior to:
(1) where the intended Conversion Period includes the current Interest Calculation Period, 2:00 pm London time on the 6th Option Exercise Business Day prior to the last day of the current Interest Calculation Period; and/or
(2) where the intended Conversion Period includes one or more future Interest Calculation Periods, 2:00 pm London time on the 6th Option Exercise Business Day prior to the first day of the first of such future Interest Calculation Periods; and
(B) include the Conversion Option Exercise Notice Required Information,

and the Determination Agent must have acknowledged receipt of such notice (by email to the Exercising Holder Contact Details) including to confirm compliance with the above timeliness and content requirements (the "Acknowledgement"). Upon delivery of the Acknowledgement, the Conversion Option Exercise Notice shall be deemed to be a "Valid Notice". The Determination Agent will use commercially reasonable efforts to deliver the Acknowledgement as soon as reasonably practicable. However, if the Determination Agent determines that a Conversion Option Exercise Notice does not strictly comply with the above timeliness and/or content requirements and/or the Determination Agent does not provide an Acknowledgement (for any reason), the Conversion Option Exercise Notice shall be deemed to be void and of no effect (an "Invalid Notice"). Due delivery of the Conversion Option Exercise Notice and the making of an Acknowledgment will be at the risk of the Exercising Holder; the Determination Agent is under no duty whatsoever to monitor its email system, or to ensure that it is functioning properly and that it is receiving emails in a timely manner without delay. For the avoidance of doubt, a communication by the Determination Agent to the Exercising Holder acknowledging receipt of a Conversion Option Exercise Notice but not confirming compliance with the above timeliness and content requirements shall not comprise an Acknowledgement.

A Conversion Option Exercise Notice in respect of the Securities may not be delivered by the Holder(s) more than the Maximum Exercise Number during the term of the Securities. An Invalid Notice shall not be counted for the purpose of determining the Maximum Exercise Number but each Valid Notice shall be counted for the purpose of determining the Maximum Exercise Number (regardless of whether or not the Conversion Option is exercised following a Valid Notice).

A Conversion Period may include the current Interest Calculation Period and/or any one or more future Interest Calculation Periods, provided that the Interest Calculation Periods (if more than one) included in a Conversion Period in respect of any Conversion Option Exercise Notice must be sequential, and an Interest Calculation Period may only be the subject of one Conversion Option.

A Valid Notice is irrevocable.

The Holder(s) may not transfer or assign its legal or beneficial interest in any Securities or enter into an agreement for same in the period following delivery by the Exercising Holder of a Conversion Option Exercise Notice until after publication by the Issuer of a notice to the Holder(s) as to the Valid Exercise or Failed Exercise (as applicable) of the Conversion Option.

(ii) Notification of Proposed Fixed Rate and Exercise of Conversion Option

As soon as reasonably practicable following a Valid Notice, the Determination Agent shall notify the Exercising Holder (by telephone at the number specified in the Exercising Holder Contact Details of the Fixed Rate and Related Information (the "Initial Quote").

If, upon oral notification of the Fixed Rate and Related Information, the Exercising Holder:

(A) immediately and explicitly communicates its acceptance of the Initial Quote to the satisfaction of the Determination Agent, then (subject to a Confirmation, as provided below) the Conversion Option shall be deemed to have been validly exercised and the Initial Quote shall apply in respect of the applicable Conversion Period pursuant to paragraph (iii) (Effectiveness of exercise of Conversion Option) below; or
(B) does not immediately and explicitly communicate its acceptance of the Initial Quote to the satisfaction of the Determination Agent, but the Exercising Holder subsequently communicates its acceptance of the Initial Quote to the Determination Agent, then the Determination Agent reserves the right to decline such acceptance and instead to notify the Exercising Holder (via the Exercising Holder Contact Information) of revised Fixed Rate and Related Information to take into account any change in market conditions since the prior quote (a "Refreshed Quote") (in which case the terms of paragraph (A) above shall apply as if references to "Initial Quote" were to "Refreshed Quote"), PROVIDED THAT if a Valid Exercise (as described below) of the Conversion Option following a Valid Notice has not been made by the earlier

of (i) 2:00 pm (London time) on the third London Business Day following the Acknowledgement and (ii) the Final Cut-off Day and Time, then the Conversion Option will be deemed to have been failed to be exercised (a "Failed Exercise") in respect of such Valid Notice, and the Valid Notice will lapse and have no further effect; or

(C) rejects the Initial Quote, then a Failed Exercise of the Conversion Option will be deemed to have occurred, and the Valid Notice will lapse and have no further effect.

The Conversion Option will only be deemed to be validly exercised (a "Valid Exercise") in relation to any Fixed Rate and Related Information and a Conversion Period where the Determination Agent has explicitly confirmed that to be the case to the Exercising Holder by email sent to the Exercising Holder Contact Details (regardless of whether or not such email was received) (the "Confirmation"). The Fixed Rate and Related Information set out in the Confirmation shall be the "Agreed Fixed Rate and Related Information" in respect of the Valid Exercise of the Conversion Option and the relevant Conversion Period.

A Valid Exercise of the Conversion Option is irrevocable.

(iii) Effectiveness of exercise of Conversion Option

The effect of a Valid Exercise of the Conversion Option is that, without any further formality or notification, in respect of each Interest Calculation Period included in the Conversion Period, the Type of Interest will be deemed to change to 'Fixed Rate Interest' (pursuant to General Condition 5.1 (Fixed Rate Interest)) and the Interest Amount in respect of each such Interest Calculation Period shall be calculated in accordance with General Condition 5.1 (Fixed Rate Interest) as if:

(A) the applicable Fixed Rate and Day Count Fraction are, respectively, the Proposed Fixed Rate of Interest and Day Count Fraction set out in the Agreed Fixed Rate and Related Information;
(B) each Interest Calculation Period, Interest Period End Date and Interest Payment Date in respect of the Conversion Option are as set out in the Agreed Fixed Rate and Related Information (if different than the prior corresponding terms);
(C) each Interest Calculation Period and each Interest Payment Date included in the Conversion Period shall be deemed to be, respectively, a Relevant Interest Calculation Period and a Relevant Interest Payment Date;
(D) no Range Accrual Factor shall be applicable;
(E) any variables for the determination of the Interest Amount payable outside the Conversion Period which are inconsistent with the Agreed Fixed Rate and Related Information shall be deemed to be dis-applied in respect of each Interest Calculation Period included in the Conversion Period; and
(F) if 'Global Floor' is applicable in respect of the Securities but if 'Global Floor' is specified as not applicable in the Agreed Fixed Rate and Related Information', then 'Global Floor' shall be deemed to be not applicable in respect of the Securities,

and the Conditions of the Securities shall be deemed to be amended accordingly (for the avoidance of doubt, there shall be no retroactive conversion of the calculation of interest in respect of the current or any past Interest Calculation Periods, unless the current Interest Calculation Period is included in the applicable Conversion Period). For the further avoidance of doubt, each Interest Calculation Period which is not included in the Conversion Period is unaffected by the Valid Exercise of the Conversion Option.

As soon as reasonably practicable upon the Valid Exercise or the Invalid Exercise (as applicable) of the Conversion Option, the Issuer shall notify (i) the Issue and Paying Agent and (ii) the Holder(s) pursuant to General Condition 20 (Notices). In the case of a Valid Exercise, the notice shall specify that the Conversion Option has been validly exercised and that, consequently, interest in respect of the Securities in relation to each Interest Calculation Period falling in the Conversion Period shall be calculated in accordance with General Condition 5.1 (Fixed Rate Interest) and setting out the applicable Fixed Rate and (to the extent of any changes in the following exercise of the Conversion Option) the Day Count Fraction, Interest Calculation Period(s), Interest Period End Date(s), Interest Payment Date(s) and (if no longer applicable following exercise of the Conversion Option) disapplication of Global Floor, and confirming the other relevant terms of the interest calculation, together with the number of remaining opportunities to exercise the Conversion Option until the Maximum Exercise Number is reached. In the case of an Invalid Exercise, the notice shall specify that the Conversion Option has not been exercised and shall set out the number of remaining opportunities to exercise the Conversion Option until the Maximum Exercise Number is reached.

(c) Relevant Defined Terms

The following terms as used above have the following meanings:

"Conversion Option Exercise Notice Required Information" means the following information:

(i) request to exercise the Conversion Option;
(ii) identification (by way of ISIN) of the series of Securities to which the Conversion Option Exercise Notice applies;
(iii) identification of the Conversion Period;
(iv) evidence of the Exercising Holder(s) full beneficial interest (satisfactory in form and substance to the Determination Agent) in 100% of the Aggregate Nominal Amount (or of the outstanding number) of the Securities and, if applicable, evidence (satisfactory in form and substance to the Determination Agent) that the Exercising Holder representing Holders holding the full beneficial interest in respect of 100% of the Aggregate Nominal Amount (or of the outstanding number) of the Securities and has due power and authority to exercise the Conversion Option accordingly (collectively, "100% Holder Evidentiary Information"); and
(v) Telephone number and email address pursuant to which the Exercising Holder may be notified by the Determination Agent with respect to the Conversion Option ("Exercising Holder Contact Details").

"Final Cut-off Day and Time" means 2:00 pm London time (or such other time as may be specified in the Final Terms, the "Cut-off Time") on the fifth Option Exercise Business Day (or such other number of Option Exercise Business Day as may be specified in the Final Terms, the "Minimum Number of Option Exercise Business Days Cut off") prior to (i) where the intended Conversion Period includes the current Interest Calculation Period, the last day of the current Interest Calculation Period and/or (ii) where the intended Conversion Period includes one or more future Interest Calculation Periods, the first day of the first future Interest Calculation Period.

"Fixed Rate and Related Information" means each of (i) the Proposed Fixed Rate and (ii) the Day Count Fraction (as such term would apply for the purposes of General Condition 5.1 (Fixed Rate Interest)), (iii) each Interest Calculation Period, Interest Period End Date and Interest Payment Date in respect of the Conversion Option being changed and (iv) if 'Global Floor' is applicable in respect of the Securities, (if applicable) specification of whether the Global Floor is no longer to be applicable following exercise of the Conversion Option.

"London Business Day" means any day (other than a Saturday or Sunday) on which foreign exchange markets and commercial banks settle payments and are open for general business in London.

"Maximum Exercise Number" means three times, unless another number is specified in the Final Terms.

"Notice Delivery Email Address" means the email address(es) (including contact name(s) and/or desk(s) specified in the Final Terms, or such other email address(es) and contact(s) as may be subsequently notified to the Holders

"Option Exercise Business Day" means any day (other than a Saturday or Sunday) on which foreign exchange markets and commercial banks settle payments and are open for general business in the applicable Option Exercise Center(s);

"Option Exercise Center(s)" means London, unless the Final Terms specifies one or more different and/or additional financial centres.

"Proposed Fixed Rate" means, in respect of the exercise of a Conversion Option, the fixed rate of interest, which rate shall be determined by the Determination Agent, acting in its commercially reasonable discretion, taking into account applicable market conditions and the present value of all outstanding interest payments in respect of the Securities in the Conversion Period and deducting potential related transaction costs of the Issuer and its affiliates (including but not limited to potential unwind costs incurred directly or indirectly by the Issuer and/or one or more Affiliate(s) in respect of Hedge Positions entered into by the Issuer and/or the Affiliate(s) for the purposes of hedging the Securities) and any other factors and circumstances it considers relevant.

6. Optional Early Redemption

(a) Application and type

The Final Terms will indicate whether Optional Early Redemption is applicable and, in the event it is, the Final Terms will specify whether the Option Type is:

Call-European;
Call-Bermudan;
Put-European; or
Put-Bermudan.

(b) Certain information to be found in the Final Terms

The Final Terms will contain provisions applicable to the Optional Early Redemption provisions (if applicable) and must be read in conjunction with this General Condition 6 for full information on the manner in which an option may be exercised. In particular, the Final Terms will specify the following information items where relevant to the particular Securities:

the Issuer Option Exercise Period(s);
the Put Option Exercise Period(s);
the Early Redemption Percentage used to calculate the Optional Cash Settlement Amount; and
the Optional Cash Redemption Date(s).

6.1 Issuer Call Option

(a) Application

This General Condition 6.1 applies only to those Securities for which 'Option Type' is specified to be 'Call-European' or 'Call-Bermudan' in the Final Terms.

(b) Optional Cash Settlement Amount

The Issuer may (at its option) elect to redeem all (but not some only) of the Securities in whole (but not in part) prior to the scheduled maturity on the date (or dates) specified as an 'Optional Cash Redemption Date' (the "Optional Cash Redemption Date") in the Final Terms for a cash amount for each Security (representing a nominal amount equal to the Calculation Amount) (the "Optional Cash Settlement Amount") equal to (x) the Calculation Amount (or, in the case of Zero Coupon Notes, the Amortised Face Amount) (in the case of Securities having a Settlement Currency different to the Issue Currency, converted into the Settlement Currency by applying the applicable Exchange Rate as at the Fixing Time – Redemption on the Fixing Date – Redemption), multiplied by (y) the percentage specified as the 'Early Redemption Percentage' in the Final Terms (which amount may differ depending on the relevant Optional Cash Redemption Date) (or, if no such amount is specified, 100 per cent) (the "Early Redemption Percentage"), as determined by the Determination Agent.

(c) Exercise

(i) Call-European

The Issuer may exercise a Call-European option by giving irrevocable notice to Holders on any Business Day falling within the period specified as the Issuer Option Exercise Period (the "Issuer Option Exercise Period") in the Final Terms.

The last day of the Issuer Option Exercise Period shall be a date falling not less than the number of Business Days preceding the Optional Cash Redemption Date as is specified in the Final Terms as the 'Call Notice Period Number' of Business Days (provided that such number shall not be less than 5 and if no such number is specified it shall be deemed to be 5) (the "Call Notice Period Number").

(ii) Call-Bermudan

The Issuer may exercise a Call-Bermudan option by giving irrevocable notice to Holders on any Business Day falling within a period specified as an Issuer Option Exercise Period (each, an "Issuer Option Exercise Period") in the Final Terms.

The last day of each Issuer Option Exercise Period shall be a date falling not less than the number of Business Days preceding the Optional Cash Redemption Date for such Issuer Option Exercise Period as is specified in the Final Terms as the 'Call Notice Period Number' of Business Days (provided that such number shall not be less than 5 and if no such number is specified the Call Notice Period Number shall be deemed to be 5) (the "Call Notice Period Number"). The Final Terms will specify which Optional Cash Redemption Date applies to which Issuer Option Exercise Period.

6.2 Holder Put Option

(a) Application

This General Condition 6.2 applies only to those Securities for which 'Option Type' is specified to be 'Put-European' or 'Put-Bermudan' in the Final Terms.

(b) Optional Cash Settlement Amount

A Holder may (at its option) elect that a Security be redeemed in whole (but not in part) prior to its scheduled maturity on the date (or dates) specified as an Optional Cash Redemption Date (the "Optional Cash Redemption Date") in the Final Terms for a cash amount for each Security (representing a nominal amount equal to the Calculation Amount) (the "Optional Cash Settlement Amount") equal to (x) the Calculation Amount (or, in the case of Zero Coupon Notes, the Amortised Face Amount) (in the case of Securities having a Settlement Currency different to the Issue Currency, converted into the Settlement Currency by applying the applicable Exchange Rate as at the Fixing Time – Redemption on the Fixing Date – Redemption), multiplied by (y) the percentage specified as the 'Early Redemption Percentage' in the Final Terms (which amount may differ depending on the relevant Optional Cash Redemption Date) (or, if no such amount is specified, 100 per cent) (the "Early Redemption Percentage"), as determined by the Determination Agent.

(c) Exercise

(i) Put-European

A Holder may exercise a Put-European option by giving not less than the Put Notice Period Number of Business Days' irrevocable notice to the Issuer on any Business Day falling within the period specified as the Put Option Exercise Period (the "Put Option Exercise Period") in the Final Terms.

The last day of the Put Option Exercise Period shall be a date falling not less than the Put Notice Period Number of Business Days preceding the Optional Cash Redemption Date.

(ii) Put-Bermudan

A Holder may exercise a Put-Bermudan option by giving not less than the Put Notice Period Number of Business Days' irrevocable notice to the Issuer on any Business Day falling within a period specified as a Put Option Exercise Period (each, a "Put Option Exercise Period") in the Final Terms.

The last day of each Put Option Exercise Period shall be a date falling not less than the Put Notice Period Number of Business Days preceding the Optional Cash Redemption Date.

(d) Other exercise provisions

(i) General

In the event that any option of any Holder is exercised, such Holder must deposit (in the case of Bearer Securities) the relevant Bearer Securities (together with all unmatured or unexchanged Coupons) with any Paying Agent or (in the case of Registered Securities) the relevant Global Registered Security or Definitive Registered Security representing such Registered Securities with the Registrar or any Transfer Agent at its specified office together with the duly completed irrevocable option exercise notice in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) (the "Option Exercise Notice"). If the Securities are Cleared Securities, such option may be exercised by the relevant Holder giving an Option Exercise Notice to the Issue and Paying Agent through the Relevant Clearing Systems stating the nominal amount of Securities in respect of which the option is exercised and the relevant Common Depositary, Common Safekeeper, custodian or nominee shall deposit and surrender the relevant Securities in accordance with the Relevant Rules. No transfers of interests in Cleared Securities in respect of which an Option Exercise Notice has been delivered will be valid and an Option Exercise Notice in respect of Cleared Securities must be accompanied by a copy of instructions given to the Relevant Clearing System by the relevant Accountholder that the Accountholder's account be blocked for such purposes. No Securities so deposited and option exercised may be withdrawn (except as provided in the Master Agency Agreement) without the prior consent of the Issuer. In all cases, the exercise of any put option in respect of Securities that are Cleared Securities must be exercised in accordance with the Relevant Rules and, to the extent there is any inconsistency between the terms set out herein and the Relevant Rules, such Relevant Rules shall prevail.

(ii) CREST Securities

Notwithstanding anything to the contrary herein, if the Securities are CREST Securities, such option may be exercised by the relevant Holder sending an Option Exercise Notice by way of a Dematerialised Instruction to the Operator (or procuring that such an instruction is sent) in the form obtainable from the Issuer or the CREST Agent. Such Option Exercise Notice must state the nominal amount of Securities in respect of which the option is exercised and irrevocably instruct the Operator to transfer from the Holder's account to the appropriate account of the Issuer in CREST the relevant nominal amount of Securities to be redeemed, provided that the Option Exercise Notice shall not be effective until such transfer to the Issuer's account is complete. The right to require redemption of Securities that are CREST Securities must be exercised in accordance with the regulations of CREST and if there is any inconsistency between the General Conditions and the regulations of CREST, the latter shall prevail. No CREST Securities in respect of which such option has been exercised may be withdrawn without the prior consent of the Issuer.

7. Final Redemption

(a) Redemption Type

The Final Terms will indicate whether the Securities will pay:

a Bullet Redemption amount; or
an Inflation-Linked Redemption amount.

(b) Certain information to be found in the Final Terms

The Final Terms will contain provisions applicable to the Final Redemption provisions and must be read in conjunction with this General Condition 7 for full information on the manner in which the Final Cash Settlement Amount will be calculated. In particular, the Final Terms will specify the following information items where relevant to the particular Securities:

the Final Redemption Percentage; and
details of any applicable Inflation Index.

7.1 Bullet Redemption

(a) Application

This General Condition 7.1 applies only to those Securities for which the Final Redemption Type is specified to be 'Bullet Redemption' in the Final Terms.

(b) Final Cash Settlement Amount

Unless previously redeemed or purchased and surrendered for cancellation, each Security (representing a nominal amount equal to the Calculation Amount) will be redeemed by the Issuer by payment on the Scheduled Redemption Date of a cash amount per Calculation Amount (the "Final Cash Settlement Amount") determined on the Final Valuation Date by the Determination Agent as (x) the Calculation Amount (in the case of Securities having a Settlement Currency different to the Issue Currency, converted into the Settlement Currency by applying the applicable Exchange Rate as at the Fixing Time – Redemption on the Fixing Date – Redemption), multiplied by (y) the percentage specified as the 'Final Redemption Percentage' in the Final Terms (or, if no such amount is specified, 100 per cent) (the "Final Redemption Percentage").

7.2 Inflation-Linked Redemption

(a) Application

This General Condition 7.2 applies only to those Securities for which the Final Redemption Type is specified to be 'Inflation-Linked Redemption' in the Final Terms.

(b) Final Cash Settlement Amount

Unless previously redeemed or purchased and surrendered for cancellation, each Security (representing a nominal amount equal to the Calculation Amount) will be redeemed by the Issuer by payment on the Scheduled Redemption Date of a cash amount (the "Final Cash Settlement Amount"), determined on the Final Valuation Date by the Determination Agent as the Calculation Amount (in the case of Securities having a Settlement Currency different to the Issue Currency, converted into the Settlement Currency by applying the applicable Exchange Rate as at the Fixing Time – Redemption on the Fixing Date – Redemption), multiplied by the amount (the "Final Inflation Factor") that is determined by dividing:

(i) the Inflation Index Level for the calendar month ("Reference Month") specified in the Final Terms as corresponding to the Scheduled Redemption Date ("Inflation Index (final)"); by
(ii) the Inflation Index Level for the Reference Month specified in the Final Terms as corresponding to the Initial Valuation Date ("Inflation Index (initial)"),

provided that, if the Final Terms specifies 'Final Redemption Floor' to be 'Applicable', if the above calculation would result in the Final Inflation Factor being less than the Final Redemption Floor, then the Final Inflation Factor shall be deemed to be equal to the Final Redemption Floor. If applicable, the "Final Redemption Floor" means 1, unless another amount is specified in the Final Terms.

The Final Inflation Factor (subject to the Final Redemption Floor, if applicable) calculation can also be expressed formulaically as:

If the Initial Valuation Date or the Scheduled Redemption Date does not fall on the first calendar day of a month, and the Final Terms specifies that the Reference Month corresponding to such Initial Valuation Date or Scheduled Redemption Date is subject to linear interpolation, the relevant Inflation Index Level corresponding to such Initial Valuation Date or Scheduled Redemption Date shall be calculated using linear interpolation between (x) the Inflation Index Level for the Reference Month corresponding to such Initial Valuation Date or Scheduled Redemption Date and (y) the Inflation Index Level for the calendar month following such Reference Month.

(c) Relevant defined terms

The following terms as used above have the following meanings:

"Calculation Amount" means a nominal amount of the Securities equal to the Specified Denomination (unless a different amount is specified in the Final Terms, in which case, such amount).

"Final Valuation Date" means the date falling 5 Business Days prior to the Scheduled Redemption Date.

"Inflation Index" means the index specified in the Final Terms.

"Inflation Index Level" means the level of the Inflation Index first published or announced for the relevant Reference Month, as determined by the Determination Agent, subject to Section D: INFLATION INDEX DISRUPTION EVENTS of the General Conditions.

"Initial Valuation Date" means the date specified in the Final Terms.

"Valuation Date" means the Initial Valuation Date, the Final Valuation Date or any other date on which the Inflation Index Level is required to be determined.

D. INFLATION INDEX DISRUPTION EVENTS

8. Inflation Index Disruption Events

General Condition 8 applies to Inflation-Linked Securities only.

8.1 Delay of publication

If the Inflation Index Level for a Reference Month which is relevant to the calculation of an amount payable in respect of a Security (a "Relevant Level") has not been published or announced by the relevant Valuation Date or Observation Date (as applicable) the Determination Agent shall determine a "Substitute Inflation Index Level" (in place of such Relevant Level) by using the following methodology:

(a) if applicable, the Determination Agent will take the same action to determine the Substitute Inflation Index Level for the relevant Valuation Date or Observation Date (as applicable) as that taken by the calculation agent pursuant to the terms and conditions of the Related Bond; or
(b) if the Determination Agent is not able to determine a Substitute Inflation Index Level pursuant to sub-clause (a) above for the relevant Valuation Date or Observation Date, as applicable for any reason, then the Determination Agent shall determine the Substitute Inflation Index Level as follows:

Base Level × (Latest Level/Reference Level)

If a Relevant Level is published or announced at any time after the relevant Valuation Date or Observation Date (as applicable) such Relevant Level will not be used in any calculations and instead the Substitute Inflation Index Level so determined pursuant to this General Condition 8.1 will be the definitive level for the relevant Reference Month.

For the purposes of this General Condition 8.1 the following terms shall have the following meanings (and, to the extent not defined below, shall have the meaning set out in General Condition 28 (Definitions and interpretation)):

"Base Level" means the level of the Inflation Index (excluding any 'flash' estimates) published or announced by the Inflation Index Sponsor in respect of the month which is 12 calendar months prior to the month for which the Substitute Inflation Index Level is being determined.

"Latest Level" means the latest level of the Inflation Index (excluding any 'flash' estimates) published or announced by the Inflation Index Sponsor prior to the month in respect of which the Substitute Inflation Index Level is being calculated.

"Reference Level" means the level of the Inflation Index (excluding any 'flash' estimates) published or announced by the Inflation Index Sponsor in respect of the month that is 12 calendar months prior to the month referred to in 'Latest Level' above.

8.2 Cessation of publication

If the level of the relevant Inflation Index has not been published or announced for two consecutive months or the Inflation Index Sponsor announces that it will no longer continue to publish or announce the Inflation Index, then the Determination Agent shall determine a "Successor Inflation Index" (in lieu of any previously applicable Inflation Index) for the purposes of the Inflation-Linked Securities by using the following methodology:

(a) if a Pre-nominated Index has been specified in the Final Terms in respect of the Inflation Index, the Inflation Index shall be replaced by such Pre-nominated Index with effect from the date as determined by the Determination Agent and the Pre-nominated Index will be deemed to be the Inflation Index with effect from such date. The Determination Agent may make such adjustments that it determines to be appropriate, if any, to any one or more of the Conditions or other terms of the Securities, including without limitation, any Condition or term relevant to the settlement or payment under the Securities, as the Determination Agent determines appropriate to account for such replacement (including, without limitation, any adjustment which the Determination Agent determines is appropriate in order to reduce or eliminate to the extent reasonably practicable any transfer of economic value from the Issuer to the Securityholders or vice versa as a result of such replacement, including as a result of a different term structure or methodology);

(b) if: (i) the Inflation Index is not replaced with a Pre-nominated Index pursuant to paragraph (a) above and (ii) at any time (other than after the designation by the Determination Agent of a date for the early redemption of the Securities pursuant to paragraph (f) below) a successor index has been designated by the calculation agent pursuant to the terms and conditions of the Related Bond, such successor index shall be designated a 'Successor Inflation Index' for the purposes of all subsequent Interest Payment Dates or the Scheduled Redemption Date (as applicable) in relation to the Securities notwithstanding that any other successor index may previously have been determined under the other subsections of this General Condition 8.2;
(c) if: (i) the Inflation Index is not replaced with a Pre-nominated Index pursuant to paragraph (a) above; (ii) a Successor Inflation Index has not been determined under paragraph (b) above; (iii) there has been no designation of a date for the early redemption of the Securities by the Determination Agent pursuant to paragraph (f) below; (iv) a notice has been given or an announcement has been made by the Inflation Index Sponsor specifying that the Inflation Index will be superseded by a replacement Inflation Index specified by the Inflation Index Sponsor; and (v) the Determination Agent determines that such replacement index is calculated using the same or substantially similar formula or method of calculation as used in the calculation of the previously applicable Inflation Index, then such replacement index shall be deemed to be the 'Successor Inflation Index' for the purposes of the Securities from the date that such replacement Inflation Index comes into effect;
(d) if (i) the Inflation Index is not replaced with a Pre-nominated Index pursuant to paragraph (a) above; and (ii) a Successor Inflation Index has not been determined by the Determination Agent under sub-paragraph (b) or (c) above (and there has been no designation of a date for the early redemption of the Securities by the Determination Agent pursuant to sub-paragraph (f) below), the Determination Agent shall ask five leading independent dealers to state what the replacement index for the Inflation Index should be. If at least four responses are received and, of those responses, three or more of such dealers state the same index, such index will be deemed the 'Successor Inflation Index' for the purposes of the Securities. If three responses are received and, of those responses, two or more of such dealers state the same index, such index will be deemed the 'Successor Inflation Index' for the purposes of the Securities. If fewer than three responses are received, paragraph (e) below shall apply;
(e) if: (i) the Inflation Index is not replaced with a Pre-nominated Index pursuant to paragraph (a) above; and (ii) no Successor Inflation Index has been determined under sub-paragraph (b), (c) or (d) above by the relevant Valuation Date or Observation Date (as applicable) the Determination Agent will determine an appropriate alternative index for such Valuation Date or Observation Date (as applicable) and such index will be deemed a 'Successor Inflation Index'; or
(f) if the Determination Agent determines that there is no appropriate alternative index, the Issuer may, by notice to the Holders, redeem on the Early Cash Redemption Date or cancel all but not some only of the Securities at the Early Cash Settlement Amount.

8.3 Rebasing of Inflation Index

If the Determination Agent determines that the Inflation Index has been or will be rebased at any time, the Inflation Index as so rebased (the "Rebased Inflation Index") will be used for purposes of determining the level of an Inflation Index from the date of such rebasing; provided, however, that the Determination Agent shall make such adjustments as are made by the calculation agent pursuant to the terms and conditions of the Related Bond, if any, to the levels of the Rebased Inflation Index so that the Rebased Inflation Index levels reflect the same rate of inflation as the Inflation Index before it was rebased. If there is no Related Bond, the Determination Agent shall make adjustments to the levels of the Rebased Inflation Index so that the Rebased Inflation Index levels reflect the same rate of inflation as the Inflation Index before it was rebased. Any such rebasing shall not affect any prior payments made under the Securities.

8.4 Material modification prior to an Interest Payment Date or Scheduled Redemption Date

If, on or prior to the relevant Interest Calculation Date or the Final Valuation Date (as applicable) the Inflation Index Sponsor announces that it will make a material change to the Inflation Index, the Determination Agent shall make any such adjustments to the Inflation Index consistent with adjustments made to the Related Bond, or, if there is no Related Bond, only those adjustments necessary for the modified Inflation Index to continue as the Inflation Index.

8.5 Manifest error in Publication

If, within 30 days of publication, but no later than the relevant Interest Calculation Date or the Final Valuation Date (as applicable) the Determination Agent determines that the Inflation Index Sponsor has corrected the level of the Inflation Index to remedy a manifest error in its original publication, the Determination Agent will use the latest corrected level of the Inflation Index for the purpose of determining any amounts payable by the Issuer to the Holders and take such other action as it may deem necessary to give effect to such correction.

8.6 Changes in Inflation Index

If the methodology or formula for determining the index comprising the Inflation Index (as applicable, the "Original Inflation Index") in respect of any Securities or any other means of calculating the Inflation Index, is changed (irrespective of the materiality of any such change or changes), then for the avoidance of doubt references to the Inflation Index in respect of such Securities shall remain as the Original Inflation Index notwithstanding such changes.

9. Consequences of FX Disruption Events

If the Determination Agent determines that an FX Disruption Event has occurred and is continuing, the following fallbacks shall be applied by the Determination Agent ("FX Disruption Fallbacks"):

(a) following the occurrence of an FX Disruption Event that is a Price Source Disruption, the Determination Agent shall determine any Interest Amount or Settlement Amount (as applicable) for that Fixing Date – Interest or Fixing Date – Redemption (as applicable) and the Exchange Rate in accordance with the FX Disruption Fallbacks in the order set out in the Final Terms and that provide an Interest Amount or Settlement Amount, as applicable. Such FX Disruption Fallbacks include any of a Fallback Reference Price, Dealer Poll, Postponement and/or, in the case of a Currency Replacement Event, a Currency Replacement. If the Determination Agent is unable to determine the Interest Amount or Settlement Amount (as applicable) by applying such FX Disruption Fallbacks, the Interest Amount or Settlement Amount (as applicable) (or a method for determining the Interest Amount or Settlement (as applicable)), will be determined by the Determination Agent taking into consideration all available information that in good faith it deems relevant; or
(b) following the occurrence of any FX Disruption Event other than a Price Source Disruption, the Determination Agent shall determine the Interest Amount or Settlement Amount (as applicable) for that Fixing Date – Interest or Fixing Date – Redemption (as applicable) and the Exchange Rate by:
(i) adjusting any Interest Payment Date, Early Cash Redemption Date, Optional Cash Redemption Date, Scheduled Redemption Date and/or any other date for

payment of any Interest Amount or Settlement Amount (as applicable) or calculation thereof; and/or

(ii) treating the relevant FX Disruption Event(s) as if an Additional Disruption Event had occurred in respect of the Securities for the purposes of exercising any applicable rights under the Conditions.

For the purposes of this General Condition 9 the following terms shall have the following meanings (and, to the extent not defined below, shall have the meaning set out in General Condition 28 (Definitions and interpretation)):

"Currency Replacement" means, in respect of any time on any relevant day, that the Determination Agent will specify and adopt a replacement of any Issue Currency or Settlement Currency, as the case may be.
"Dealer Poll" means, in respect of any time on any relevant day, that the Determination Agent will request each of the Reference Dealers to provide a quotation of its rate for the Exchange Rate, at the applicable time on such relevant day. If, for any such rate, at least two quotations are provided, the relevant rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided for any such rate, the relevant rate will be the arithmetic mean of the relevant rates quoted by major banks in the relevant market, selected by the Determination Agent at or around the applicable time on such relevant day.
"Fallback Reference Price" means, in respect of any time on any relevant day, that the Determination Agent will determine the Interest Amount or Settlement Amount (as applicable) on such relevant day on the basis of the Exchange Rate for such Interest Amount or Settlement Amount (as applicable) published by available recognised financial information vendors (as selected by the Determination Agent) other than the applicable fixing source, at or around the applicable time on such relevant day.
"Postponement" means that the Interest Payment Date, Early Cash Redemption Date, Optional Cash Redemption Date, Scheduled Redemption Date and/or any other date for payment of any Interest Amount or Settlement Amount (as applicable) will be the first succeeding Business Day on which the Price Source Disruption ceases to exist, subject to a cut-off of five consecutive Business Days.
"Reference Dealers" means, in respect of an Exchange Rate, four leading dealers in the relevant foreign exchange market, as determined by the Determination Agent.

E. GENERAL PROVISIONS

10. Accrual of Interest

Interest shall cease to accrue on each interest-bearing Security on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the rate of interest and in the manner provided in General Condition 5 (Interest) to the Relevant Date as if such period was an Interest Calculation Period.

11. Adjustment or early redemption following an Additional Disruption Event

If an Additional Disruption Event occurs:

(a) the Determination Agent shall determine whether an appropriate adjustment can be made to the Conditions and/or any other provisions relating to the Securities to account for the economic effect of such Additional Disruption Event on the Securities which would produce a commercially reasonable result and preserve substantially the economic effect to the Holders of a holding of the relevant Security. If the Determination Agent determines that an appropriate adjustment or adjustments can be made, the Issuer shall determine the effective date of such adjustment(s), notify the Holders of any such adjustment and take the necessary steps to effect such adjustment(s). A Holder will not be charged any costs by or on behalf of the Issuer to make such adjustment(s); or

(b) if the Determination Agent determines that no adjustment that could be made pursuant to paragraph (a) above would produce a commercially reasonable result and preserve substantially the economic effect to the Holders of a holding of the relevant Security, the Determination Agent will notify the Issuer of such determination and no adjustment(s) shall be made pursuant to paragraph (a) above. In such event, the Issuer may, on giving irrevocable notice to the Holders of not less than a number of Business Days equal to the Early Redemption Notice Period Number, redeem all of the Securities of the relevant Series on the date specified by it in the notice (the "Early Cash Redemption Date") and pay to each Holder, in respect of each Security held by it, an amount equal to the Early Cash Settlement Amount on such date (provided that the Issuer may also, prior to such redemption of the Securities, make any adjustment(s) to the Conditions or any other provisions relating to the Securities as appropriate in order to (when considered together with the redemption of the Securities) account for the effect of such Additional Disruption Event on the Securities).

12. Administrator/Benchmark Event

If an Administrator/Benchmark Event occurs in respect of the Securities, then:

(a) If the Administrator/Benchmark Event has occurred in respect of an Underlying Asset and a Pre-nominated Index has been specified in the Final Terms in respect of such Underlying Asset, the relevant Underlying Asset shall be replaced by such Prenominated Index with effect from the date as determined by the Determination Agent and the Pre-nominated Index will be deemed to be the Underlying Asset with effect from such date. The Determination Agent may make such adjustments that it determines to be appropriate, if any, to any one or more of the Conditions or other terms of the Securities, including without limitation, any Condition or term relevant to the settlement or payment under the Securities, as the Determination Agent determines appropriate to account for such replacement (including, without limitation, any adjustment which the Determination Agent determines is appropriate in order to reduce or eliminate to the extent reasonably practicable any transfer of economic value from the Issuer to the Securityholders or vice versa as a result of such replacement, including as a result of a different term structure or methodology); or
(b) Otherwise than in the circumstances of (a) above, an Additional Disruption Event shall be deemed to have occurred for the purposes of these provisions and the Determination Agent shall adjust, redeem, cancel and/or take any other necessary action in accordance with the applicable provisions of General Condition 11 (Adjustment or early redemption following an Additional Disruption Event).

13. Indicative amounts

If the Final Terms provides that the Securities are being offered by way of a Public Offer, the Final Terms may specify an indicative amount, an indicative minimum amount, or an indicative maximum amount, or any combination of the foregoing (as applicable) in relation to any Specified Product Value which is not fixed or determined at the commencement of the Offer Period. If so specified in the Final Terms, references in these Conditions to such Specified Product Value shall be construed as the amount, level, percentage, price, rate or value (as applicable) determined based on market conditions by the Issuer on or around the end of the Offer Period, and is expected to be the indicative amount specified in the Final Terms (if so specified) but may be different from such indicative amount, and:

(a) if an indicative minimum amount is provided in the Final Terms, the Specified Product Value will not be less than (or equal to) such indicative minimum amount; or

(b) if an indicative maximum amount is provided in the Final Terms, the Specified Product Value will not be more than (or equal to) such indicative maximum amount; or
(c) if both an indicative minimum amount and indicative maximum amount is provided in the Final Terms, the Specified Product Value will not be less than (or equal to) such indicative minimum amount and will not be more than (or equal to) such indicative maximum amount.

Notice of the relevant Specified Product Value will be published prior to the Issue Date when such Specified Product Value is fixed or determined by the Issuer on or around the end of the Offer Period and the relevant amount, level, percentage, price, rate or value specified in such notice will be deemed to be the Specified Product Value.

For these purposes, "Specified Product Value" means any amount, level, percentage, price, rate or value (including, but not limited to, the Fixed Rate, Lower Barrier, Upper Barrier, Reference Rate, Lower Barrier 1, Upper Barrier 1, Lower Barrier 2, Upper Barrier 2, Cap Rate, Floor Rate, Leverage, Variable, Factor, Margin, Multiplier, Multiplier 1, Multiplier 2, Upper Limit, Fixed Percentage, Participation, Spread, Fixed Rate 1, Fixed Rate 2, Strike, Internal Rate of Return, Early Redemption Percentage and Final Redemption Percentage) which is specified in these Conditions as the amount, level, percentage, price, rate or value (as applicable) to be provided in the Final Terms (or phrases of similar import).

14. Events of Default

If any of the following events occurs and is continuing (each an "Event of Default") and unless the Event of Default shall have been cured by the Issuer or waived by the Holders prior to receipt by the Issue and Paying Agent or the Issuer, as the case may be, of a notice from Holders, as referred to below, a Holder may give notice to the Issuer (and, in respect of Securities other than CREST Securities, the Issue and Paying Agent or Paying Agent (as applicable)) that such Security is, and in all cases such Security shall immediately become due and payable, all Securities (but not some only) shall become due and payable) at, in respect of each Calculation Amount for such Security, the Early Cash Settlement Amount:

(a) the Issuer does not pay any Optional Cash Settlement Amount, Early Cash Settlement Amount, early termination amount or Final Cash Settlement Amount (as applicable) in respect of the Securities when the same is due and payable and such failure continues for 30 calendar days; or
(b) any interest has not been paid within 14 calendar days of the due date for payment. The Issuer shall not, however, be in default if such sums were not paid in order to comply with a mandatory law, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such law, regulation or order, the Issuer will not be in default if it acts on the advice given to it during such 14 calendar-day period by independent legal advisers; or
(c) the Issuer breaches any other term and condition of the Securities in a way that is materially prejudicial to the interests of the Holders, and that breach has not been remedied within 30 calendar days of the Issuer having received notice thereof from Holders holding at least one-quarter in outstanding nominal amount or number, as the case may be, of the relevant Series demanding remedy; or
(d) an order is made or an effective resolution is passed for the winding-up of the Issuer (otherwise than in connection with a scheme of reconstruction, merger or amalgamation).

For the purposes of calculating any Early Cash Settlement Amount at any time following an Event of Default, the Determination Agent will ignore the effect of such Event of Default upon the market value of the Securities.

15. Agents

15.1 Appointment of Agents

The Agents act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Holder. The Issuer reserves the right to vary or terminate the appointment of the Agents and to appoint additional or other Agents, provided that the Issuer shall at all times maintain:

(a) an Issue and Paying Agent;
(b) a Registrar and a Transfer Agent in relation to Registered Securities;
(c) one or more Determination Agent(s) where these General Conditions so require;
(d) Paying Agents having specified offices in at least two major European cities;
(e) such other agents as may be required by any stock exchange on which the Securities may be listed; and
(f) a CREST Agent, so long as any CREST Securities are outstanding.

Notice of any termination of appointment and of any changes to the specified office of any Agent will be given to Holders.

15.2 Determinations by the Determination Agent

Unless otherwise specified, all determinations, considerations, decisions, elections and calculations in the Conditions shall be made by the Determination Agent (which will be Barclays Bank PLC, unless otherwise specified in the Final Terms). In respect of each such determination, consideration, decision, election and calculation, this General Condition 15.2 shall apply.

In making such determinations, considerations, decisions, elections and calculations, the Determination Agent may take into account the impact on the Issuer's hedging arrangements. In all circumstances the Determination Agent shall make such determinations and calculations in good faith and in a commercially reasonable manner, and (save in the case of manifest or proven error) such determinations and calculations shall be final and binding on the Issuer, the Agents and the Holders.

15.3 Responsibility of the Issuer and the Agents

Neither the Issuer nor any Agent shall be held responsible for any loss or damage resulting from any legal enactment (domestic or foreign), the intervention of a public authority (domestic or foreign), an act of war, strike, blockade, boycott or lockout or any other similar event or circumstance. The reservation in respect of strikes, blockades, boycotts and lockouts shall also apply if any of such parties itself takes such measures or becomes the subject of such measures. Where the Issuer or any of the Agents is prevented from effecting payment due to such event, payment may be postponed until the time the event or circumstance impeding payment has ceased and, in such case, the Issuer shall have no obligation to pay any additional amounts in respect of such postponement.

15.4 Waiver of performance for the Determination Agent and Issuer for determinations or other actions not in compliance with the Benchmark Regulation

Notwithstanding anything else in the Conditions, if, in respect of the Securities, it (i) is or would be unlawful at any time under the Benchmark Regulation or (ii) would contravene any applicable licensing requirements, in each case, for the Determination Agent or Issuer (as applicable) to make a determination or carry out some other action which it would otherwise be obliged to do under the Conditions, then the Determination Agent and Issuer (as applicable) shall not be obliged to make such determination or carry out such other action and shall be excused performance thereof without incurring any liability whatsoever to Securityholders.

16. Taxation

The Issuer is not liable for, or otherwise obliged to pay amounts in respect of, any Taxes borne by a Holder. A Holder must pay all Taxes arising from or payable in connection with all payments relating to the Securities and all payments in respect of the Securities shall be made free and clear of, and without withholding or deduction for, any present or future Taxes of whatever nature imposed, levied, collected, withheld or assessed by or within the Bank Jurisdiction (or any authority or political subdivision thereof or therein having power to tax) unless such withholding or deduction is required by law.

In that event, the appropriate withholding or deduction shall be made and, unless the Final Terms specifies 'Taxation Gross Up' as 'Not Applicable', the Issuer shall pay such additional amounts ("Additional Amounts") as may be necessary in order that the net amounts receivable by the relevant Holder shall equal the respective amounts that would have been receivable by such Holder in the absence of such withholding or deduction. If the Final Terms specifies 'Taxation Gross Up' as 'Not Applicable', then the Issuer shall not pay any Additional Amounts. Notwithstanding anything else, no Additional Amounts shall be payable with respect to any Security:

(a) to, or to a third party on behalf of, a Holder who is liable for such Taxes in respect of such Securities by reason of his having a connection with the Bank Jurisdiction other than the mere holding of the relevant Security or Coupon;
(b) to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where the relevant Security or Coupon is presented for payment;
(c) presented for payment more than 30 calendar days after the Relevant Date, except to the extent that the Holder would have been entitled to an Additional Amount on presenting such Security for such payment on the last day of such 30-day period;
(d) where such withholding or deduction is required by FATCA or the rules of the US Internal Revenue Code of 1986, as amended (the "Code"). For this purpose, "FATCA" means sections 1471 through 1474 of the Code, any final current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code, or any US or non-US fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code;
(e) (except in the case of Registered Securities or CREST Securities) presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Security or Coupon to another Paying Agent without such deduction or withholding; or
(f) in relation to Definitive Bearer Securities, unless it is proved, to the satisfaction of the Issue and Paying Agent or the Paying Agent to whom the Security or Coupon is presented or, in respect of CREST Securities, to the satisfaction of the Issuer, that the Holder is unable to avoid such withholding or deduction by satisfying any applicable certification, identification or reporting requirements or by making a declaration of non-residence or other similar claim for exemptions to the relevant tax authorities.

17. Prescription

Claims for payment of principal shall become void unless made within ten years and claims for interest shall become void unless made within five years of the appropriate Relevant Date.

18. Replacement of Securities (other than CREST Securities)

Should any Security or Coupon in respect of any Series be lost, stolen, mutilated, defaced or destroyed, it may, subject to all applicable laws, regulations and any Relevant Stock Exchange or any other relevant authority requirements, be replaced at the specified office of the Issue and Paying Agent, in the case of Bearer Securities, or the Registrar, in the case of Registered Securities, or of such other Paying Agent or Transfer Agent, if the Issuer designates such and gives notice of the designation to Holders. The replacement of any Security or Coupon shall be subject to payment by the claimant of the fees, expenses and Taxes incurred in connection therewith and on such terms as to evidence, security and indemnity and otherwise as the Issuer may require.

19. Early redemption for unlawfulness or impracticability

If the Issuer determines in good faith and in a reasonable manner that the performance of any of its absolute or contingent obligations under the Securities has become, or there is a substantial likelihood that it will become, unlawful or a physical impracticability, in whole or in part, as a result of (a) any change in financial, political or economic conditions or foreign exchange rates or (b) compliance in good faith by the Issuer or any relevant subsidiaries or Affiliates with any applicable present or future law, rule, regulation, judgment, order or directive of any governmental, administrative or judicial authority or power or in interpretation thereof, the Issuer may, at its option, redeem or terminate the Securities by giving notice to Holders.

If the Issuer redeems the Securities pursuant to this General Condition 19, then the Issuer will, if and to the extent permitted by applicable law, pay to each Holder, in respect of each Security held by it, an amount equal to the Early Cash Settlement Amount on the Early Cash Redemption Date).

20. Notices

20.1 To Holders

All notices to Holders will be given in writing and deemed to have been duly given and valid:

(a) in the case of Bearer Securities, if published in a daily newspaper of general circulation in England (which is expected to be the Financial Times in England) and will be deemed to have been given on the date of first publication;
(b) in the case of listed Securities, if given in accordance with the rules and regulations of the Relevant Stock Exchange or other relevant authority and will be deemed to have been given on the first date of transmission or publication;
(c) if publication pursuant to (a) or (b) above is not practicable, if published in another leading English language daily newspaper with circulation in Europe on the date of first publication;
(d) in the case of Registered Securities, if mailed to the relevant Holders of such Registered Securities at their respective designated addresses appearing in the Register and will be deemed delivered on the third weekday (being a day other than a Saturday or a Sunday) after the date of mailing;
(e) in the case of Cleared Securities, if given to the Relevant Clearing System provided that any publication or other requirements required pursuant to General Condition 20.1(b) shall also be complied with if applicable. In such cases, notices will be deemed given on the first date following the day of transmission to the applicable Relevant Clearing System; and
(f) in the case of CREST Securities, if mailed to the relevant Holders of such CREST Securities at their respective designated addresses appearing in the Record on the second CREST Business Day immediately prior to despatch of such notice and will be deemed delivered on the third weekday (being a day other than a Saturday or a Sunday) after the date of mailing or, in substitution for mailing, if given to the Operator in which case it will be deemed delivered on the first date following the day of transmission to the Operator (regardless of any subsequent mailing).

20.2 To the Issuer and the Agents

In respect of any Series, all notices to the Issuer and/or the Agents must be sent to the address specified for each such entity in the Master Agency Agreement or to such other person or place as shall be specified by the Issuer and/or the Agent by notice given to Holders. Any notice determined not to be valid, effective, complete and in proper form shall be null and void unless the Issuer and the Relevant Clearing System, or, in respect of CREST Securities, the Issuer and the Operator agree otherwise. This provision shall not prejudice any right of the person delivering the notice to deliver a new or corrected notice. The Issuer, Operator, Paying Agent, Registrar or Transfer Agent shall use all reasonable endeavours promptly to notify any Holder submitting a notice if it is determined that such notice is not valid, effective, complete or in the proper form.

21. Substitution

The Issuer shall be entitled at any time, without the consent of the Holders, to substitute any other entity, the identity of which shall be determined by the Issuer, to act as issuer in respect of Securities then outstanding pursuant to the Programme (the "New Bank Issuer"), provided that (a) the New Bank Issuer's long-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least the same as Barclays Bank PLC's long-term rating at the date on which the substitution is to take effect or the New Bank Issuer has an equivalent long-term rating from another internationally recognised rating agency and (b) no Event of Default as set out in General Condition 14 (Events of Default) shall occur as a result thereof. Any such substitution shall take effect upon giving notice to the Holders of each Series then outstanding, the FCA and any Relevant Stock Exchange and the relevant Agents.

In the event of any such substitution, any reference in the Conditions to the Issuer shall be construed as a reference to the New Bank Issuer. In connection with such right of substitution, the Issuer shall not be obliged to have regard to the consequences of the exercise of such right for individual Holders resulting from their being for any purpose domiciled or resident in, or otherwise connected with or subject to the jurisdiction of, any particular territory, and no Holder shall be entitled to claim from the Issuer or the New Bank Issuer any indemnification or payment in respect of any tax consequence of any such substitution upon such Holder.

22. Modifications and meetings of Holders

22.1 Modifications without consent of Holders

The Conditions of the Securities of any Series and/or the Master Agency Agreement and/or the Deed of Covenant may be amended by the Issuer in each case without the consent of the Holders if, in the reasonable opinion of the Issuer, the amendment (a) is of a formal, minor or technical nature, (b) is made to correct a manifest or proven error or omission, (c) is made to comply with mandatory provisions of the law of the Bank Jurisdiction, and/or in order to comply with the amendments to any applicable laws and regulations, or (in the case of CREST Securities and on the condition that Holders of CREST Securities are given prior notice where reasonably practicable) any change in any of the CREST Requirements, (d) is made to cure, correct or supplement any defective provision contained herein and/or (e) will not materially and adversely affect the interests of the Holders. Any such modification shall be binding on the Holders and any such modification shall take effect by notice to the Holders.

22.2 Modifications requiring the consent of the Holders

(a) Consent by written resolution

In addition to the powers described in paragraph (b) and paragraph (c) below, in order to modify and amend the Master Agency Agreement and the Securities (including the General Conditions), a resolution in writing signed by or on behalf of the Holders of not less than 90 per cent in Aggregate Nominal Amount of Securities at the time outstanding or number (as applicable) shall be as effective as an Extraordinary Resolution duly passed at a meeting of Holders of Securities of the relevant Series. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. Any such resolution shall be binding on all Holders of Securities of that Series, whether signing the resolution or not.

(b) Majority consent

Subject as provided in paragraph (c) below, the Master Agency Agreement contains provisions for convening meetings of the Holders to consider any matter affecting their interests, including the amendment of the Master Agency Agreement and/or of any of the Conditions relating to a Series.

Such a meeting may be convened by the Issuer or Holders holding not less than 10 per cent in Aggregate Nominal Amount of the Securities at the time outstanding or number (as applicable). At least 21 calendar days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is to be held) specifying the date, time and place of the meeting shall be given to Holders.

Except for the purposes of passing an Extraordinary Resolution, a quorum shall be two or more persons holding or representing a clear majority in Aggregate Nominal Amount or number, as applicable, of the Securities held or represented. Any such resolution duly passed shall be binding on all Holders of Securities of that Series, whether present or not.

(c) Consent by Extraordinary Resolution

An Extraordinary Resolution will need to be passed in respect of any of the following modifications:

(i) to amend the dates of maturity or redemption of any Securities, or any date for payment of interest on any Securities, or to extend the date for payment of interest or Interest Amounts on the Securities;
(ii) to reduce or cancel the nominal amount of, or any premium payable on redemption of, the Securities;
(iii) to reduce the rate or rates of interest in respect of the Securities or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount or Coupon in respect of the Securities;
(iv) if the Final Terms specifies a 'Cap Rate', 'Floor Rate' or a 'Minimum Tradable Amount', to amend any such value;
(v) to reduce any minimum and/or maximum rate of interest, or maximum and/or minimum tradable amount;
(vi) to vary any method of, or basis for, calculating any redemption amount (other than as provided for in the Conditions);
(vii) to vary the currency or currencies of payment or denomination of the Securities; or
(viii) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass the Extraordinary Resolution.

The quorum required to pass an Extraordinary Resolution shall be two or more persons holding or representing not less than 75 per cent or at any adjourned meeting not less than 25 per cent in nominal amount or number (as applicable) for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on all the Holders of the relevant Series, regardless of whether they are present at the meeting, save for those Securities that have not been redeemed but in respect of which an Exercise Notice shall have been delivered as described in General Condition 6.2(c)(i) (Put-European) or 6.2(c)(ii) (Put-Bermudan) prior to the date of the meeting (provided that such Securities will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders).

The Holder of a Permanent Global Security shall (unless such Permanent Global Security represents only one Security) be treated as being two persons for the purposes of any quorum requirements of a meeting of Holders and, at any such meeting, the Holder of a Permanent Global Security shall be treated as having one vote in respect of each integral currency unit of the Issue Currency of the Security.

23. Further issues

The Issuer shall be at liberty from time to time, without the consent of the Holders to create and issue further Securities so as to form a single Series with the Securities of any particular Series.

24. Purchases and cancellations

The Issuer and any of its subsidiaries may at any time purchase Securities (provided that all unmatured Coupons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price.

All Securities so purchased may be held, surrendered for cancellation, or reissued or resold, and Securities so reissued or resold shall for all purposes be deemed to form part of the original Series, all in accordance with applicable laws and regulations.

Notwithstanding anything to the contrary above, all CREST Securities so purchased by the Issuer or any of its subsidiaries may be cancelled by agreement between the Issuer and the CREST Agent, provided that such cancellation shall be in accordance with the regulations of CREST in effect at the Relevant Time.

25. Governing law and jurisdiction

25.1 Governing law

The Securities and the Master Agency Agreement and any non-contractual obligations arising out of or in connection with them are governed by and shall be construed in accordance with English law.

25.2 Jurisdiction

The courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with any Securities, Coupons and/or the Master Agency Agreement and accordingly any legal action or proceedings arising out of or in connection with them.

26. Severability

Should any one or more of the provisions contained in the Conditions be or become invalid, the validity of the remaining provisions shall not be affected in any way.

27. Contracts (Rights of Third Parties) Act 1999

In respect of any Securities which are governed by English law, no person shall have any right to enforce any term or condition of the Securities under the Contracts (Rights of Third Parties) Act 1999.

28. Definitions and interpretation

28.1 Definitions

In these General Conditions, unless the context otherwise requires, the following terms shall have the respective meanings set out below:

"Account Bank" means, in relation to a payment denominated in a particular currency, a bank in the principal financial centre for such currency or, where the relevant payment is denominated in euro, in a city in which banks have access to the TARGET System.

"Accountholder" has the meaning given to it in General Condition 1.4(a) (Title to Securities (other than CREST Securities))).

"Additional Amounts" has the meaning given to it in General Condition 16 (Taxation).

"Additional Business Centre" means each centre specified in the Final Terms.

"Additional Disruption Event" means:

(a) unless the Final Terms specifies it to be 'Not Applicable', each of a Change in Law, Currency Disruption Event, Issuer Tax Event and Extraordinary Market Disruption;
(b) if the Final Terms specifies it to be 'Applicable', each of Hedging Disruption and Increased Cost of Hedging;
(c) an FX Disruption Event, where the Determination Agent elects to treat such event as an Additional Disruption Event pursuant to General Condition 9 (Consequences of FX Disruption Events);
(d) if so designated by the Determination Agent in accordance with General Condition 12 (Administrator/Benchmark Event), an Administrator/Benchmark Event; and
(e) if the Securities are CREST Securities, at any time the Securities cease to be held in uncertificated form and/or accepted for clearance through CREST, or notice is received by or on behalf of the Issuer that the CREST Securities will cease to be held in uncertificated form and cleared through CREST and/or CREST is closed for business for a continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so.

"Administrator/Benchmark Event" means, in respect of any Securities and a Relevant Benchmark, the occurrence or existence, as determined by the Determination Agent, of any of the following events in respect of such Relevant Benchmark:

(a) a "Non-Approval Event", being any of the following:
(i) any authorisation, registration, recognition, endorsement, equivalence decision or approval in respect of the Relevant Benchmark or the administrator or sponsor of the Relevant Benchmark is not obtained;
(ii) the Relevant Benchmark or the administrator or sponsor of the Relevant Benchmark is not included in an official register; or
(iii) the Relevant Benchmark or the administrator or sponsor of the Relevant Benchmark does not fulfil any other legal or regulatory requirement applicable to the Securities or the Relevant Benchmark,

in each case, if required in order for the Issuer or the Determination Agent to perform its or their respective obligations in respect of the Securities in compliance with the Benchmark Regulation. For the avoidance of doubt, a Non-Approval Event shall not occur if the Relevant Benchmark or the administrator or sponsor of the Relevant Benchmark is not included in an official register because its authorisation, registration, recognition, endorsement, equivalence decision or approval is suspended if, at the time of such suspension, the continued provision and use of the Relevant Benchmark is permitted in respect of the Securities under the Benchmark Regulation during the period of such suspension;

(b) a "Rejection Event", being the relevant competent authority or other relevant official body rejects or refuses any application for authorisation, registration, recognition, endorsement, an equivalence decision, approval or inclusion in any official register which, in each case, is required in relation to the Relevant Benchmark or the administrator or sponsor of the Relevant Benchmark for the Issuer or the Determination Agent to perform its or their respective obligations in respect of the Securities in compliance with the Benchmark Regulation; or
(c) a "Suspension/Withdrawal Event", being any of the following:
(i) the relevant competent authority or other relevant official body suspends or withdraws any authorisation, registration, recognition, endorsement, equivalence decision or approval in relation to the Relevant Benchmark or the administrator or sponsor of the Relevant Benchmark which is required in order for the Issuer or the Determination Agent to perform its or their respective obligations in respect of the Securities in compliance with the Benchmark Regulation; or
(ii) the Relevant Benchmark or the administrator or sponsor of the Relevant Benchmark is removed from any official register where inclusion in such register is required in order for the Issuer or the Determination Agent to perform its or their respective obligations in respect of the Securities in compliance with the Benchmark Regulation.

For the avoidance of doubt, a Suspension/Withdrawal Event shall not occur if such authorisation, registration, recognition, endorsement, equivalence decision or approval is suspended or where inclusion in any official register is withdrawn if, at the time of such suspension or withdrawal, the continued provision and use of the Relevant Benchmark is permitted in respect of the Securities under the Benchmark Regulation during the period of such suspension or withdrawal.

"Affiliate" means, in relation to any entity (the "First Entity"), any entity controlled, directly or indirectly, by the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity, directly or indirectly, under common control with the First Entity. For these purposes, 'control' means ownership of a majority of the voting power of an entity.

"Agents" has the meaning given to it in Section A: INTRODUCTION of the General Conditions.

"Aggregate Nominal Amount" means, on the Issue Date, the Aggregate Nominal Amount of the Securities of such Series specified in the Final Terms and on any date thereafter such amount as reduced by any amortisation or partial redemption on or prior to such date.

"Amortised Face Amount" means, in respect of a Security, the scheduled Final Cash Settlement Amount of such Security discounted to the date of its early redemption at a rate per annum (expressed as a percentage) equal to the 'Amortisation Yield' (which, if none is specified in the Final Terms, shall be the rate as would produce an Amortised Face Amount equal to the Issue Price of such Security if it were discounted back from the Scheduled Redemption Date to the Issue Date) compounded annually, on the basis of the Day Count Fraction specified in the Final Terms.

"Bank Jurisdiction" means, at any time, the jurisdiction of incorporation of the Issuer or any New Bank Issuer substituted therefor in accordance with General Condition 21 (Substitution).

"Banking Day" means, in respect of any city, any day (other than a Saturday or a Sunday) on which commercial banks are generally open for business, including dealings in foreign exchange and foreign currency deposits in that city.

"Base Level" has the meaning given to it in General Condition 8.1 (Delay of publication).

"Bearer Securities" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities))).

"Benchmark Regulation" means Regulation (EU) 2016/1011 of the European Parliament and the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending directives 2008/48/EC and 2014/17/EU and Regulation (EU) 596/2014 (as may be amended from time to time and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union)), including any subsidiary legislation or rules and regulations and associated guidance, as applied in the UK.

"Business Day" means a day which is each of:

(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in any Additional Business Centre;
(b) in respect of Cleared Securities, a Clearing System Business Day for the Relevant Clearing System;
(c) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant currency (if other than any Additional Business Centre);
(d) in relation to any sum payable in euro, a TARGET Business Day; and
(e) in respect of CREST Securities, a CREST Business Day,

and, in each case, if 'Additional Business Centre' is specified to be or to include: (i) 'US Government Securities Business Day', then Business Day shall also be any day other than a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US government securities; or (ii) 'TARGET', then Business Day shall include a TARGET Business Day.

"Business Day Convention" means any of the conventions specified in General Condition 3.4 (Business Day Convention).

"C Rules" means the requirements under US Treasury Regulation section 1.163- 5(c)(2)(i)(C).

"Calculation Amount" has the meaning given to it in General Condition 5.1 (Fixed Rate Interest), General Condition 5.2 (Floating Rate Interest), General Condition 5.3

(Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.5 (Digital Interest), General Condition 5.6 (Spread-Linked Interest), General Condition 5.7 (Decompounded Floating Rate Interest) or General Condition 7.2 (Inflation-Linked Redemption) (as applicable).

"Call Notice Period Number" has the meaning given to it in General Condition 6.1(c)(i) (Call-European) and General Condition 6.1(c)(ii) (Call-Bermudan) (as applicable).

"Cap Rate" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"CDI" means dematerialised depository interests issued, held, settled and transferred through CREST that represent interests in specified Securities.

"CGN Form" has the meaning given to it in General Condition 1.1(c) (Initial issue of Global Securities).

"Change in Law" means that, on or after the Trade Date, due to (a) the adoption or announcement of or any change in any applicable law, regulation, rule, order, ruling or procedure (including, without limitation, any tax law and any regulation, rule, order, ruling or procedure of any applicable regulatory authority, tax authority and/or any exchange), or (b) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Issuer determines that (i) it will, or there is a substantial likelihood that it will, become, or it has become, illegal for the Issuer and/or any of its Affiliates to hold, acquire, deal in or dispose of the Hedge Positions relating to the Securities or contracts in securities, options, futures, derivatives or foreign exchange relating to such Securities in the manner contemplated by the relevant hedging party on the Trade Date, or (ii) the Issuer or any of its Affiliates will incur a materially increased cost in (x) performing its or their obligations under such Securities (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its or their tax position) or (y) acquiring, establishing, re-establishing, substituting, maintaining, unwinding or disposing of any Hedge Positions relating to the Securities or contracts in securities, options, futures, derivatives or foreign exchange relating to such Securities.

"Chinese Renminbi", "CNY" and "Renminbi" each means the lawful currency of the PRC.

"Cleared Securities" means any Securities that are Global Securities held by a Common Depositary, Common Safekeeper or custodian for, or registered in the name of a nominee of, a Relevant Clearing System (and each a "Cleared Security").

"Clearing System Business Day" means, in respect of a Relevant Clearing System, any day on which such Relevant Clearing System is open for the acceptance and execution of settlement instructions.

"Clearstream" means Clearstream Banking, société anonyme, 42 avenue JF Kennedy, L-1855 Luxembourg or any successor thereto.

"Clearstream Rules" means the Management Regulations of Clearstream and the Instructions to Participants of Clearstream, as may be from time to time amended, supplemented or modified.

"CMS Rate Determination" has the meaning given to it in General Condition 5.8(c) (CMS Rate Determination for Floating Rate).

"CMS Reference Rate" means the rate determined in accordance with General Condition 5.8(c) (CMS Rate Determination for Floating Rate).

"CMS Reference Rate 1" means the CMS Reference Rate specified as such in the Final Terms and the terms 'Relevant Swap Rate', 'Reference Currency', 'Designated Maturity', 'Relevant Screen Page', 'Relevant Time' and 'Interest Determination Date' and any other relevant term will each be specified in the Final Terms under the heading 'CMS Reference Rate 1'.

"CMS Reference Rate 2" means the CMS Reference Rate specified as such in the Final Terms and the terms 'Relevant Swap Rate', 'Reference Currency', 'Designated Maturity', 'Relevant Screen Page', 'Relevant Time' and 'Interest Determination Date' and any other relevant term will each be specified in the Final Terms under the heading 'CMS Reference Rate 2'.

"CNY Disruption" means, in respect of any Securities for which the Settlement Currency is Chinese Renminbi (offshore-traded), the occurrence of any of the following events, as determined by the Determination Agent:

(a) CNY Illiquidity: it is or becomes or is likely to become impossible (where it had previously been possible) or impracticable (where it had previously been practicable) for the Issuer to obtain a firm quote of an offer price in respect of a relevant amount of CNY on any Rate Calculation Date in the general CNY exchange market in Hong Kong in order to perform its obligations under the Securities; and/or
(b) CNY Specific Inconvertibility: the occurrence of any event that makes it or is likely to make it impossible (where it had previously been possible) and/or impracticable (where it had previously been practicable) for the Issuer to convert a relevant amount of CNY into or from USD in the general CNY exchange market in Hong Kong, other than where such impossibility or impracticability is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible and/or impracticable for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation). For the avoidance of doubt, the inability of the Issuer to convert CNY solely due to issues relating to its creditworthiness shall not constitute a CNY Specific Inconvertibility; and/or
(c) CNY Specific Non-Transferability: the occurrence of any event that makes it or is likely to make it impossible (where it had previously been possible) and/or impracticable (where it had previously been practicable) for the Issuer to transfer CNY between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong and outside Mainland China or from an account outside Hong Kong and outside Mainland China to an account inside Hong Kong, other than where such impossibility or impracticability is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation). For the purpose of CNY Specific Non-Transferability only, a segregated Chinese Renminbi fiduciary cash account with the People's Bank of China and operated by Bank of China (Hong Kong) Limited shall be deemed to be an account inside Hong Kong.

For the avoidance of doubt, references to 'general CNY exchange market in Hong Kong' in the definitions of 'CNY Illiquidity' and 'CNY Specific Inconvertibility' refers to the purchase, sale, lending or borrowing of CNY for general purpose (including, but not limited to, funding), and therefore any purchase or sale of CNY where such CNY is required by relevant laws or regulations for settlement of any cross-border trade transaction with an entity in Mainland China, or any purchase or sale of CNY for personal customers residing in Hong Kong, would not be purchase or sale made in such general CNY exchange market.

"Common Depositary" means, in relation to a particular Series, whether listed on any Relevant Stock Exchange or elsewhere, the common depositary (who shall be outside the United Kingdom and the United States (and the possessions of the United States)) appointed with respect to such Series.

"Common Safekeeper" has the meaning given to it in General Condition 1.1(c) (Initial issue of Global Securities).

"Conditions" has the meaning given to it in Section A: INTRODUCTION of the General Conditions.

"Corresponding Lower Barrier" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Corresponding Lower Barrier 1" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Corresponding Lower Barrier 2" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Corresponding Upper Barrier" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Corresponding Upper Barrier 1" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Corresponding Upper Barrier 2" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Coupons" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"CREST" means the system for the paperless settlement of trades and the holding of uncertificated securities operated by the Operator in accordance with the Uncertificated Regulations, as amended from time to time.

"CREST Agent" has the meaning given to it in Section A: INTRODUCTION of the General Conditions.

"CREST Business Day" means any day on which CREST is open for the acceptance and execution of settlement instructions.

"CREST Deed Poll" means a global deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or restated).

"CREST Depository" means CREST Depository Limited or any successor thereto.

"CREST Requirements" has the meaning given to such term in General Condition 1.5(a)(ii) (Transfers of CREST Securities).

"CREST Securities" means Securities for which the Final Terms specifies the 'Form of Securities' to be 'CREST Securities held in uncertificated registered form' and that are issued and held in uncertificated registered form in accordance with the Uncertificated Regulations.

"Currency" means the Issue Currency or the Settlement Currency.

"Currency Disruption Event" means, with respect to a Series, the occurrence or official declaration of an event impacting one or more currencies that the Issuer determines would materially disrupt or impair its ability to meet its obligations in the Settlement Currency or otherwise settle, clear or hedge such Series, including, but not limited to, in respect of any Securities for which the Settlement Currency is CNY, any CNY Disruption.

"Currency Replacement Event" means the Issue Currency or the Settlement Currency ceases to exist and is replaced by a new currency in the relevant jurisdiction.

"Curve Cap Rate" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"D Rules" means the requirements under US Treasury Regulation section 1.163- 5(c)(2)(i)(D).

"Day Count Fraction" has the meaning given to it in General Condition 5.1 (Fixed Rate Interest), General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.5 (Digital Interest), General Condition 5.6 (Spread-Linked Interest), or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Day Count Fraction Conventions" means, in respect of the calculation of an amount of interest on any Security for an Interest Calculation Period, any of the following (as applicable):

(a) if the Final Terms specifies 'Actual/Actual (ICMA)' or 'Act/Act (ICMA)', a fraction equal to 'number of days accrued/number of days in year', as such terms are used in Rule 251 of the statutes, by-laws, rules and recommendations of the International Capital Market Association (the 'ICMA Rule Book'), calculated in accordance with Rule 251 of the ICMA Rule Book as applied to non-US-dollardenominated straight and convertible bonds issued after 31 December 1998, as though the interest coupon on a bond were being calculated for a coupon period corresponding to the Interest Calculation Period in respect of which payment is being made;
(b) if the Final Terms specifies 'Actual/Actual' or 'Actual/Actual (ISDA)', the actual number of calendar days in the Interest Calculation Period divided by 365 (or, if any portion of that Interest Calculation Period falls in a leap year, the sum of (i) the actual number of calendar days in that portion of the Interest Calculation Period falling in a leap year divided by 366 and (ii) the actual number of calendar days in that portion of the Interest Calculation Period falling in a nonleap year divided by 365);
(c) if the Final Terms specifies 'Actual/365 (Fixed)', the actual number of calendar days in the Interest Calculation Period divided by 365;
(d) if the Final Terms specifies 'Actual/360', the actual number of calendar days in the Interest Calculation Period divided by 360;
(e) if the Final Terms specifies '30/360', '360/360' or 'Bond Basis', the number of calendar days in the Interest Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction= [360 × (Y² − Y¹ )] + [30 × (M² − M¹ )] + (D² − D¹ ) 360

where:

'Y1' is the year, expressed as a number, in which the first day of the Interest Calculation Period falls;

'Y2' is the year, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

'M1' is the calendar month, expressed as a number, in which the first day of the Interest Calculation Period falls;

'M2' is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

'D1' is the first calendar day, expressed as a number, of the Interest Calculation Period unless such number would be 31, in which case D1 will be 30; and

'D2' is the calendar day, expressed as a number, immediately following the last day included in the Interest Calculation Period unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(f) if the Final Terms specifies '30E/360' or 'Eurobond Basis', the number of calendar days in the Interest Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction=
$$
\frac{([360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1))}{360}
$$

where:

'Y1' is the year, expressed as a number, in which the first day of the Interest Calculation Period falls;

'Y2' is the year, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

'M1' is the calendar month, expressed as a number, in which the first day of the Interest Calculation Period falls;

'M2' is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

'D1' is the first calendar day, expressed as a number, of the Interest Calculation Period unless such number would be 31, in which case D1 will be 30; and

'D2' is the calendar day, expressed as a number, immediately following the last day included in the Interest Calculation Period unless such number would be 31, in which case D2 will be 30;

(g) if the Final Terms specifies '30 E/36 0 (ISDA)', the number of calendar da ys in the Interest Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction=
$$
\frac{([360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1))}{360}
$$

where:

'Y1' is the year, expressed as a number, in which the first day of the Interest Calculation Period falls;

'Y2' is the year, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

'M1' is the calendar month, expressed as a number, in which the first day of the Interest Calculation Period falls;

'M2' is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

'D1' is the first calendar day, expressed as a number, of the Interest Calculation Period unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

'D2' is the calendar day, expressed as a number, immediately following the last day included in the Interest Calculation Period unless (i) that day is the last day of February but not the Scheduled Redemption Date or (ii) such number would be 31, in which case D2 will be 30.

"Dealer Poll" has the meaning given to it in General Condition 9 (Consequences of FX Disruption Events).

"Decompounded Rate of Interest" has the meaning given to it in General Condition 5.7(c) (Interest Amount).

"Deed of Covenant" has the meaning given to it by Section A: INTRODUCTION to the General Conditions.

"Definitive Bearer Security" and "Definitive Bearer Securities" have the meanings given to them in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"Definitive Registered Securities" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"Definitive Securities" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"Dematerialised Instruction" means, with respect to CREST Securities, an instruction sent by (or on behalf of) a Holder to the Operator in accordance with the rules, procedures and practices of the Operator and CREST in effect at the Relevant Time.

"Designated Maturity" has the meaning given to it in General Condition 5.8 (Determination of a Floating Rate).

"Determination Agent" has the meaning given to it in Section A: INTRODUCTION of the General Conditions.

"Digital Rate of Interest" has the meaning given to it in General Condition 5.5(c)(i) (Determination of Digital Rate of Interest).

"Distribution Compliance Period" means the period that ends 40 calendar days after the completion of the distribution of each Series, as certified by the relevant Manager (in the case of a non-syndicated issue) or the relevant lead Manager (in the case of a syndicated issue, who shall notify the Managers when all Managers participating in that syndicated issue have so certified in respect of the Securities purchased by or through it).

"Dual Rate Range Accrual" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Dual Spread Range Accrual" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Early Cash Redemption Date" means the date specified as such in the notice given to Holders in accordance with General Condition 11 (Adjustment or early redemption following an Additional Disruption Event), provided that if the Final Terms specifies 'Early Cash Settlement Amount' to be 'Greater of Market Value and Redemption Floor', and a Redemption Floor Postponement Event occurs, the Early Cash Redemption Date will be the Scheduled Redemption Date.

"Early Cash Settlement Amount" means, in relation to the relevant event leading to early redemption of the Securities on any day:

(a) if the Final Terms specifies 'Par', an amount equal to the outstanding nominal amount of such Security; or
(b) if the Final Terms specifies 'Amortised Face Amount', an amount equal to the Amortised Face Amount of each Security; or
(c) if the Final Terms specifies 'Market Value', an amount equal to the market value of such Security following the event triggering the early redemption (subject to or as provided in General Condition 14 (Events of Default) following an Event of Default). Such amount shall be determined as soon as reasonably practicable following the event giving rise to the early redemption of the Securities and by reference to such factors as the Determination Agent considers to be appropriate including, without limitation:
(i) market prices or values for any rate or index to which the Securities are linked and other relevant economic variables (such as interest rates and, if applicable, exchange rates) at the Relevant Time;
(ii) the remaining life of the Securities had they remained outstanding to scheduled maturity;
(iii) the value at the Relevant Time of any minimum redemption or cancellation amount which would have been applicable had the Securities remained outstanding to scheduled maturity and/or any scheduled early redemption date;
(iv) internal pricing models; and
(v) prices at which other market participants might bid for securities similar to the Securities, where, in the case of Securities having a Settlement Currency that is different from the Issue Currency, such amount is converted into the Settlement Currency by applying the applicable Exchange Rate on the Early Cash Redemption Date;
(d) if the Final Terms specifies 'Greater of Market Value and Par', an amount in respect of each Calculation Amount for each Security in the Settlement Currency equal to the greater of (i) the Market Value and (ii) the Calculation Amount; or
(e) if the Final Terms specifies 'Greater of Market Value and Redemption Floor', an amount in respect of each Calculation Amount for each Security in the Settlement Currency equal to:
(i) if (I) the 'Market Value', is greater than or equal to (II) the product of the Calculation Amount multiplied by the Redemption Floor, the Market Value; or
(ii) if the Market Value is less than the product of the Calculation Amount multiplied by the Redemption Floor (such event being a "Redemption Floor Postponement Event"), an amount to be paid on the Scheduled Redemption Date equal to the greater of (I) the Market Value of the Security (in respect of such Calculation Amount) as determined in accordance with paragraph (b) above save that such determination shall be made on or around the second Business Day prior to the Scheduled Redemption Date and, (II) the product of the Calculation Amount multiplied by the Redemption Floor,

provided that, in relation to any of paragraphs (a), (b), (c), (d) or (e) above, if the Final Terms specifies 'Unwind Costs' to be 'Not Applicable', the Determination Agent shall not take into account deductions for any costs, charges, fees, accruals, losses, withholdings and expenses, which are or will be incurred by the Issuer or its Affiliates in connection with the unwinding of any Hedge Positions and/or related funding arrangements, when determining such market value.

"Early Redemption Notice Period Number" means, in respect of a Series, ten unless otherwise specified in the Final Terms.

"Early Redemption Percentage" has the meaning given to it in General Condition 6.1 (Issuer Call Option) or General Condition 6.2 (Holder Put Option) (as applicable).

"EUR", "euro" and "€" each means the lawful single currency of the member states of the European Union that have adopted or adopt and continue to retain a common single currency through monetary union in accordance with European Union treaty law (as amended from time to time).

"EURIBOR" means the Euro Interbank Offered Rate.

"Euroclear" means Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II B-1210, Brussels, Belgium, or any successor thereto.

"Euroclear Rules" means the terms and conditions governing the use of Euroclear and the operating procedures of Euroclear, as may be amended, supplemented or modified from time to time.

"Eurozone" means the region comprising member states of the European Union that have adopted the euro as the single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on European Union.

"Event of Default" means each of the events set out in General Condition 14 (Events of Default).

"Exchange Date" means, in relation to a Temporary Global Security, the calendar day falling after the expiry of 40 calendar days after its issue date and, in relation to a Permanent Global Security, a calendar day falling not less than 60 calendar days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issue and Paying Agent is located and (if applicable) in the city in which the Relevant Clearing System is located.

"Exchange Event" means, in respect of (a) Cleared Securities, that the Issuer has been notified that any Relevant Clearing System has permanently ceased doing business and no successor clearing system is available, and (b) Global Securities that are not Cleared Securities, that the Issuer has failed to make any payment of principal when due.

"Exchange Rate" means, in respect of any Securities having a Settlement Currency that is different from the Issue Currency, unless otherwise specified in the Final Terms, the prevailing exchange rate expressed as the number of units of the Settlement Currency equivalent to one unit of the Issue Currency, as determined by the Determination Agent.

"Exercise Notice" means an Option Exercise Notice.

"Extraordinary Market Disruption" means, on or after the Trade Date, an extraordinary event or circumstance, including any legal enactment (domestic or foreign), the intervention of a public authority (domestic or foreign), a natural disaster, an act of war, strike, blockade, boycott or lockout or any other similar event or circumstance which the Issuer determines has prevented it from performing its obligations, in whole or in part, under the Securities.

"Extraordinary Resolution" means a resolution passed in accordance with the Master Agency Agreement relating to the relevant Securities.

"Factor" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Fallback Bond" means a bond selected by the Determination Agent and issued by the government of the country to whose level of inflation the Inflation Index relates and which pays a coupon or redemption amount which is calculated by reference to the Inflation Index, with a maturity date which falls on (a) the same day as the Scheduled Redemption Date of the Inflation-Linked Securities, (b) the next longest maturity after the Scheduled Redemption Date if there is no such bond maturing on the Scheduled Redemption Date, or (c) the next shortest maturity before the Scheduled Redemption Date if no bond defined in (a) or (b) is selected by the Determination Agent. If the Inflation Index relates to the level of inflation across the European Monetary Union, the Determination Agent will select an inflation-linked bond that is a debt obligation of one of the governments (but not any government agency) of France, Italy, Germany or Spain and which pays a coupon or redemption amount which is calculated by reference to the level of inflation in the European Monetary Union. In each case, the Determination Agent will select the Fallback Bond from those inflation-linked bonds issued on or before the Issue Date and, if there is more than one inflation-linked bond maturing on the same date, the Fallback Bond shall be selected by the Determination Agent from those bonds. If the Fallback Bond redeems, the Determination Agent will select a new Fallback Bond on the same basis, but selected from all eligible bonds in issue at the time the original Fallback Bond redeems (including any bond for which the redeemed bond is exchanged).

"Final Cash Settlement Amount" has the meaning given to it in General Condition 7.1 (Bullet Redemption) or General Condition 7.2 (Inflation-Linked Redemption), as applicable.

"Final Inflation Factor" has the meaning given to it in General Condition 7.2 (Inflation-Linked Redemption).

"Final Redemption Floor" has the meaning given to it in General Condition 7.2 (Inflation-Linked Redemption).

"Final Redemption Percentage" has the meaning given to it in General Condition 7.1(b) (Final Cash Settlement Amount).

"Final Terms" means, with respect to a Series, the final terms specified as such for such Securities.

"Final Valuation Date" has the meaning given to it in General Condition 7.2 (Inflation-Linked Redemption).

"Fixed Percentage" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest).

"Fixed Rate" has the meaning given to it in General Condition 5.1 (Fixed Rate Interest).

"Fixing Date – Interest" means, in respect of an Interest Payment Date, if a number is specified in the Final Terms in respect of 'Fixing Date – Interest', the day falling such number of Business Days prior to such Interest Payment Date or, if no number is specified in the Final Terms in respect of 'Fixing Date – Interest', the day falling five Business Days prior to such Interest Payment Date.

"Fixing Date – Redemption" means, in respect of the Optional Cash Redemption Date or Scheduled Redemption Date, if a number is specified in the Final Terms in respect of 'Fixing Date – Redemption', the day falling such number of Business Days prior to the Optional Cash Redemption Date or Scheduled Redemption Date (as applicable) or, if no number is specified in the Final Terms in respect of 'Fixing Date – Redemption', the day falling five Business Days prior to the Optional Cash Redemption Date or Scheduled Redemption Date (as applicable).

"Fixing Time – Interest" means the time specified as such in the Final Terms or, if no time is specified, such time as the Determination Agent deems appropriate.

"Fixing Time – Redemption" means the time specified as such in the Final Terms or, if no time is specified, such time as the Determination Agent deems appropriate.

"Floating Interest Rate Determination" has the meaning given to it in General Condition 5.8 (Determination of a Floating Rate).

"Floating Rate" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.5 (Digital Interest), General Condition 5.6 (Spread-Linked Interest), or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Floor Rate" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Following" has the meaning given to it in General Condition 3.4(a) (Business Day Convention).

"FSMA" means the Financial Services and Markets Act 2000, as amended from time to time.

"FX Disruption Event" means the occurrence of any of the following events, as determined by the Determination Agent:

(a) Currency Replacement Event: a Currency Replacement Event;
(b) Dual Exchange Rate: a relevant Exchange Rate splits into dual or multiple currency exchange rates;
(c) Illiquidity: it is or becomes or is likely to become impossible or impracticable for the Issuer to obtain any Currency or obtain or use an Exchange Rate in an appropriate amount;
(d) Inconvertibility: the occurrence of any event that makes it or is likely to make it impossible and/or impracticable for the Issuer to convert one Currency into another through customary legal channels (including, without limitation, any event that has the direct or indirect effect of hindering, limiting or restricting convertibility by way of any delays, increased costs or discriminatory rates of exchange or any current or future restrictions on repatriation of one currency into another currency);
(e) Non-Transferability: the occurrence of any event in or affecting any relevant jurisdiction that makes it or is likely to make it impossible and/or impracticable for the Issuer to deliver any Currency into a relevant account; and/or
(f) Price Source Disruption: a Price Source Disruption.

"FX Disruption Fallbacks" has the meaning given to it in General Condition 9 (Consequences of FX Disruption Events).

"GBP", "sterling" and "£" each means pounds sterling, the lawful currency of the United Kingdom.

"Global Bearer Securities" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"Global Registered Securities" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"Global Securities" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"Governmental Authority" means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of a relevant jurisdiction.

"Hedge Positions" means any purchase, sale, entry into or maintenance of one or more (a) positions or contracts in securities, options, futures, derivatives or foreign exchange, (b) stock loan transactions or (c) other instruments or arrangements (howsoever described) by the Issuer or any of its Affiliates in order to hedge individually, or on a portfolio basis, the Issuer's obligations in respect of the Securities.

"Hedging Disruption" means that the Issuer and/or any of its Affiliates is unable, after using commercially reasonable efforts, to (a) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk of issuing and performing its obligations with respect to the relevant Series, or (b) realise, recover or remit the proceeds of any such transaction(s) or asset(s).

"Holder" has the meaning given to it in General Condition 1.4(a) (Title to Securities (other than CREST Securities)).

"Increased Cost of Hedging" means that the Issuer and/or any of its Affiliates would incur a materially increased (as compared with circumstances existing on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (a) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk of issuing and performing its obligations with respect to the relevant Series, or (b) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Issuer shall not be deemed an Increased Cost of Hedging.

"Inflation Factor" means either the Inflation Factor (Cumulative) or the Inflation Factor (Year-on-Year) as specified in the Final Terms.

"Inflation Factor (Cumulative)" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest).

"Inflation Factor (Year-on-Year)" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest).

"Inflation Index" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest) or General Condition 7.2 (Inflation-Linked Redemption) (as applicable).

"Inflation Index (final)" has the meaning given to it in General Condition 7.2 (Inflation-Linked Redemption).

"Inflation Index (initial)" has the meaning given to it in General Condition 7.2 (Inflation-Linked Redemption).

"Inflation Index(t)" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest).

"Inflation Index(t-1)" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest).

"Inflation Index Level" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest) or General Condition 7.2 (Inflation-Linked Redemption) (as applicable).

"Inflation Index Sponsor" means the Inflation Index sponsor specified as such in the Final Terms and any Successor Inflation Index sponsor of such Inflation Index.

"Inflation-Linked Rate of Interest" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest).

"Inflation-Linked Securities" means Securities in respect of which the Final Terms specifies 'Type of Interest' for one or more Interest Calculation Periods to be 'Inflation-Linked Interest' and/or the 'Final Redemption Type' to be 'Inflation-Linked Redemption' and/or the applicable 'Accrual Condition Type' (if any) for one or more Interest Calculation Periods to be 'Year-on-Year Inflation Range Accrual'.

"Initial Valuation Date" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest) or General Condition 7.2 (Inflation-Linked Redemption) (as applicable).

"Interest Amount" means, in respect of an Interest Calculation Period, the amount of interest payable in respect of a Security (representing a nominal amount equal to the Calculation Amount) for that Interest Calculation Period.

"Interest Calculation Date" means the date falling five Business Days prior to the Relevant Interest Payment Date.

"Interest Calculation Period" has the meaning given to it in General Condition 5.1 (Fixed Rate Interest), General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.5 (Digital Interest), General Condition 5.6 (Spread-Linked Interest), or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Interest Commencement Date" means, in respect of any interest-bearing Security, the Issue Date or such other date as may be set out in the Final Terms.

"Interest Determination Date" has the meaning given to it in General Condition 5.8 (Determination of a Floating Rate).

"Interest Observation Date" has the meaning given to it in General Condition 5.5 (Digital Interest).

"Interest Payment Date" has the meaning given to it in General Condition 5.1 (Fixed Rate Interest), General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5 .4 (Infl ation-Linked Interest), General Condition 5.5 (Digital Interest), General Condition 5.6 (Spread-Linked Interest), or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Interest Period End Date" has the meaning given to it in General Condition 5.1 (Fixed Rate Interest), General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.5 (Digital Interest), General Condition 5.6 (Spread-Linked Interest), General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Internal Rate of Return" has the meaning given to it in General Condition 5.11 (Zero Coupon).

"ISDA" means the International Swaps and Derivatives Association, Inc.

"Issue and Paying Agent" has the meaning given to it in Section A: INTRODUCTION of the General Conditions.

"Issue Currency" means the currency of denomination of the Securities.

"Issue Date" means the issue date specified in the Final Terms.

"Issue Price" means the price specified in the Final Terms.

"Issuer" means Barclays Bank PLC.

"Issuer Option Exercise Period" has the meaning given to it in General Condition 6.1(c)(i) (Call-European) or General Condition 6.1(c)(ii) (Call-Bermudan) (as applicable).

"Issuer Tax Event" means that the Issuer is, or there is a substantial likelihood that it will be, obliged to pay any Additional Amounts pursuant to General Condition 16 (Taxation) where that obligation arises as a result of any change in or amendment to the laws or regulations in the Bank Jurisdiction (or any authority or political subdivision thereof or therein having power to tax) or any change in the application or official interpretation of such laws or regulations or any ruling, confirmation or advice from any taxing authority, which change or amendment or ruling becomes effective on or after the Trade Date.

"Latest Level" has the meaning given to it in General Condition 8.1 (Delay of publication).

"Leverage" has the meaning given to it in General Condition 5.6 (Spread-Linked Interest).

"LIBOR" means the London Interbank Offered Rate.

"Linear Interpolation" means:

(a) with respect to a short or long Interest Calculation Period, the straight-line interpolation by reference to two rates based on the Reference Rate, one of which will be determined as if the Specified Duration were the period of time for which rates are available next shorter than the length of the affected Interest Calculation Period, and the other of which will be determined as if the Specified Duration were the period of time for which rates are available next longer than the length of such Interest Calculation Period; and
(b) with respect to a Disrupted Reference Rate or a Discontinued Reference Rate (as applicable), the straight-line interpolation by reference to two rates based on the Reference Rate, one of which will be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the Designated Maturity of the Disrupted Reference Rate or the Discontinued Reference Rate (as applicable), and the other of which will be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the Designated Maturity of the Disrupted Reference Rate or a Discontinued Reference Rate (as applicable),

in each case, as determined by the Determination Agent.

"London Stock Exchange" means London Stock Exchange plc.

"Manager(s)" shall mean Barclays Bank PLC (acting as manager), Barclays Capital Inc., Barclays Bank Ireland PLC or Barclays Capital Securities Limited or any other such entity, in each case as specified in the Final Terms.

"Margin" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Master Agency Agreement" has the meaning given to it in Section A: INTRODUCTION of the General Conditions.

"Minimum Tradable Amount" means the amount, if any, specified as such in the Final Terms.

"Modified Following" has the meaning given to it in General Condition 3.4(b) (Business Day Convention).

"Multiplier", "Multiplier 1" and "Multiplier 2" each has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"n" has the meaning given to it in General Condition 5.9(b) (Range Accrual Factor and application to Interest Amount).

"N" has the meaning given to it in General Condition 5.9(b) (Range Accrual Factor and application to Interest Amount).

"Nearest" has the meaning given to it in General Condition 3.4(c) (Business Day Convention).

"New Bank Issuer" has the meaning given to it in General Condition 21 (Substitution).

"New Type of Interest" has the meaning given to it in General Condition 5.10(b) (Switch Option).

"NGN Form" has the meaning given to it in General Condition 1.1(c) (Initial issue of Global Securities).

"NSS" has the meaning given to it in General Condition 1.1(c) (Initial issue of Global Securities).

"Observation Date" is the date specified in General Condition 5.9(c) (Determination of Accrual Condition).

"Observation Number of Business Days" is the number of days specified in General Condition 5.9(c) (Determination of Accrual Condition).

"Observation Period" is the period specified in General Condition 5.9(c) (Determination of Accrual Condition).

"Operator" has the meaning given to such term in General Condition 1.4(b) (Title to CREST Securities).

"Operator register of corporate securities" has the meaning given to such term in General Condition 1.4(b) (Title to CREST Securities).

"Optional Cash Redemption Date" has the meaning given to it in General Condition 6.1 (Issuer Call Option) or General Condition 6.2 (Holder Put Option) (as applicable).

"Optional Cash Settlement Amount" has the meaning given to it in General Condition 6.1 (Issuer Call Option) or General Condition 6.2 (Holder Put Option) (as applicable).

"Option Exercise Notice" has the meaning given to it in General Condition 6.2 (Holder Put Option).

"Original Type of Interest" has the meaning given to it in General Condition 5.10(b) (Switch Option).

"Participation" has the meaning given to it General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest) or General Condition 5.6 (Spread-Linked Interest) (as applicable).

"participating security" has the meaning given to such term in General Condition 1.4(b) (Title to CREST Securities).

"Paying Agents" has the meaning gi ven to it in Section A : I NTRODUCTION of the General Conditions.

"Permanent Global Security" has the meaning given to it in General Condition 1.2(a) (Exchange of Global Securities).

"Preceding" has the meaning given to it in General Condition 3.4(d) (Business Day Convention).

"Pre-nominated Index" means, in rela ti on to an Underlying Asset and Securities , the underlying asset specified as such in respect of such Underlying Asset in the Final Terms, provided that if such underlying asset ceases to exist or the Determination Agent determines that such underlying asset likely will cease to exist during the term of the Securities then it shall be deemed that no Pre-nominated Index has been specified.

"Price Source Disruption" means it becomes impossible or impracticable to obtain an Exchange Rate on or in respect of any Rate Calculation Date (or, if different, the day on which rates for that Rate Calculation Date would, in the ordinary course, be published or announced by the relevant pricing source(s)).

"Programme" means the Global Structured Securities Programme as defined in, established by and contemplated in the Master Agency Agreement, as the same may be from time to time amended, supplemented or modified.

"Put Notice Period" means the Put Notice Period Number of Business Days' irrevocable notice to the Issuer or as may be set out in a notice by the Issuer to the Holders.

"Put Notice Period Number" means, in respect of a Series, 15 unless otherwise specified in the Final Terms or as may be set out in a notice by the Issuer to the Holders.

"Put Option Exercise Period" has the meaning given to it in General Condition 6.2(c)(i) (Put-European) or General Condition 6.2(c)(ii) (Put-Bermudan) or as may be set out in a notice by the Issuer to the Holders (as applicable).

"Range Accrual Factor" has the meaning given to it in General Condition 5.9 (Calculation of the Range Accrual Factor).

"Range Accrual Floating Rate" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Range Accrual Floating Rate 1" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Range Accrual Floating Rate 2" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Range Accrual Floating Rate 3" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Range Accrual Inflation Performance" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Range Accrual Reference Month" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Rate Calculation Date" means each day on which the Exchange Rate is due to be determined under the terms of the Securities.

"Rate of Interest" has the meaning given to it in General Condition 5.2 (Floating Rate Interest) or General Condition 5.3 (Inverse Floating Rate Interest) (as applicable).

"Rebased Inflation Index" has the meaning given to it in General Condition 8.3 (Rebasing of Inflation Index).

"Record" has the meaning given to it in General Condition 1.4(b) (Title to CREST Securities).

"Record Date" means, in relation to a payment under a Registered Security, the 15th calendar day (whether or not such 15th calendar day is a Business Day) before the relevant due date for such payment, except that, with respect to Cleared Securities that are represented by a Global Registered Security, it shall be the Clearing System Business Day immediately prior to the due date for payment.

"record of uncertificated corporate securities" has the meaning given to such term in General Condition 1.4(b) (Title to CREST Securities).

"Redemption Floor" means the amount specified in the Final Terms.

"Reference Banks" means the principal office of four major banks in the relevant interbank market, in each case selected by the Determination Agent.

"Reference Currency" means the currency specified as such in the Final Terms.

"Reference Index" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Reference Level" has the meaning given to it in General Condition 8.1 (Delay of publication).

"Reference Month" has the meaning given to it in General Condition 5.4 (Inflation-Linked Interest) or General Condition 7.2 (Inflation-Linked Redemption) (as applicable).

"Reference Rate" means, in respect of any relevant period or day, any of the following as specified in the Final Terms: (a) a floating interest rate, (b) an inflation index, (c) a swap rate, (d) EONIA or (e) SONIA. Where the Final Terms specifies 'CMS Rate Determination' to be applicable (where applicable, in relation to the relevant Reference Rate), 'Reference Rate' shall be construed to include a CMS Reference Rate. If more than one Reference Rate is specified, 'Reference Rate' shall be construed to refer to each rate defined or specified as such, or determined, in respect of the relevant period or day as specified in the Final Terms.

"Register" means, with respect to any Registered Securities, the register of Holders of such Securities maintained by the applicable Registrar.

"Registered Securities" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"Registrar" has the meaning given to it in Section A: INTRODUCTION of the General Conditions.

"Related Bond" means the bond specified in the Final Terms or, if no bond is specified as the Related Bond, the Related Bond shall be the Fallback Bond. If the bond specified to be the Related Bond redeems or matures during the term of the Inflation-Linked Securities, following such redemption or maturity the Related Bond shall be the Fallback Bond.

"Relevant Benchmark" means, in respect of any Securities, any rate, level, price, value or other figure in respect of one or more Underlying Assets or other index utilised in order to determine the amount of interest and/or principal and/or any other amount payable or asset deliverable under the Securities, in each case, which is a "benchmark" for the purposes of the Benchmark Regulation, as determined by the Determination Agent.

"Relevant Clearing System" means, as appropriate, Clearstream, and/or Euroclear, as the case may be, and any other 'Relevant Clearing System', as specified in the Final Terms, through which interests in Securities are to be held and/or through an account at which such Securities are to be cleared.

"Relevant Date" means, in respect of any Security or Coupon, the date on which payment in respect of it first becomes due (or would have first become due if all conditions to settlement had been satisfied) or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date five calendar days after that on which notice is duly given to the Holders that, upon further presentation of the Security or Coupon being made in accordance with these General Conditions, such payment will be made, provided that payment is in fact made upon such presentation.

"Relevant Interest Calculation Period" has the meaning given to it in General Condition 5.1 (Fixed Rate Interest), General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.5 (Digital Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating R ate Interest) (as applicable).

"Relevant Interest Payment Date" has the meaning giv en to it in General Conditi on 5.1 (Fixed Rate Interest), General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.5 (Digital Interest), General Condition 5.6 (Spread-Linked Interest), or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"Relevant Level" has the meaning given to it in General Condition 8.1 (Delay of publication).

"Relevant Rules" means the Clearstream Rules, the Euroclear Rules and/or the terms and conditions and any procedures governing the use of such other Relevant Clearing System, as updated from time to time.

"Relevant Screen Page" has the meaning given to it in General Condition 5.8 (Determination of a Floating Rate).

"Relevant Time" has the meaning given to it in General Condition 5.8 (Determination of a Floating Rate).

"Relevant Stock Exchange" means, in respect of any Series, the stock exchange upon which such Securities are listed, as specified in Part B(1) of the Final Terms.

"Relevant system" has the meaning given to such term in General Condition 1.4(b) (Title to CREST Securities).

"Scheduled Redemption Date" means the scheduled date of redemption as specified in the Final Terms, subject to adjustment in accordance with the relevant Business Day Convention.

"Securities Act" means the United States Securities Act of 1933, as amended.

"Security" or "Securities" means any Securities which may from time to time be issued pursuant to the Programme in accordance with the terms of this Base Prospectus. Unless the context otherwise requires, any reference to 'Security' shall be deemed to refer to a Security having a nominal amount equal to the relevant Specified Denomination.

"Series" means the Securities of each original issue together with the Securities of any further issues expressed to be consolidated to form a single Series with the Securities of an original issue.

"Settlement Amount" means the Final Cash Settlement Amount, the Optional Cash Settlement Amount or the Early Cash Settlement Amount (as applicable).

"Settlement Currency" means the currency specified as such in the Final Terms.

"Settlement Expenses" means, in respect of any Security or Securities, if the Final Terms specifies 'Settlement Expenses' to be 'Applicable', any costs, fees and expenses or other amounts (other than in relation to Taxes) payable by a Holder per Calculation Amount on or in respect of or in connection with the redemption or settlement of such Security or Securities.

"Single Rate Range Accrual" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Specified Denomination" has the meaning given to it in General Condition 1.3 (Denomination and number).

"Specified Duration" means the duration specified as such or, if none, a period equal to the corresponding Interest Calculation Period, ignoring any adjustment made in accordance with any Business Day Convention.

"Specified Swap Rate" means any of the following as specified in the Final Terms: (a) the swap rate, (b) the annual swap rate, (c) the semi-annual swap rate, (d) the quarterly swap rate, (e) the quarterly-annual swap rate, or (f) the quarterly-quarterly swap rate.

"Spread" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest) or General Condition 5.6 (Spread-Linked Interest) (as applicable).

"Spread-Linked Rate of Interest" has the meaning given to it in General Condition 5.6(c) (Interest Amount).

"Spread-Linked Rate of Interest One(t)" has the meaning given to it in General Condition 5.6(c) (Interest Amount).

"Spread-Linked Rate of Interest Two(t)" has the meaning given to it in General Condition 5.6(c) (Interest Amount).

"Spread Range Accrual" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Strike" has the meaning given to it in General Condition 5.5(e) (Relevant defined terms).

"Substitute Inflation Index Level" has the meaning given to it in General Condition 8.1 (Delay of publication).

"Successor Inflation Index" has the meaning given to it General Condition 8.2 (Cessation of publication).

"Switch Date" has the meaning given to it in General Condition 5.10 (Switch Option).

"Switch Exercise Period" has the meaning given to it in General Condition 5.10 (Switch Option).

"Switch Notice Period Number" has the meaning given to it in General Conditio n 5.10 (Switch Option).

"Switch Option" has the meaning given to it in General Condition 5.10 (Switch Option).

"Switch Option Number of Business Days" means the number of Business Days specified in the Final Terms, provided that, if no such number is specified in the Final Terms, the Switch Option Observation Number of Business Days will be deemed to be five Business Days.

"Talons" has the meaning given to it in General Condition 1.1(a) (Form of Securities (other than CREST Securities)).

"TARGET Business Day" means a day on which the TARGET System is operating.

"TARGET System" means the Trans-European Automated Real-time Gros s Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007 (TARGET2) (or, if such system ceases to be operative, such other system (if any) determined by the Determination Agent to be a suitable replacement).

"Taxes" means any tax, duty, impost, levy, charge or contribution in the nature of taxation or any withholding or deduction for or on account thereof, including (but not limited to) any applicable stock exchange tax, turnover tax, financial transaction tax, stamp duty, stamp duty reserve tax, charge on income, profits or capital gains and/or other taxes, duties, assessments or governmental charges of whatever nature chargeable or payable and includes any interest and penalties in respect thereof.

"TEFRA" means the US Tax Equity and Fiscal Responsibility Act of 1982.

"Temporary Global Security" has the meaning given to it in General Condition 1.2(a) (Exchange of Global Securities).

"Trade Date" means the date specified in the Final Terms.

"Tranche" has the meaning given to it in Section A: INTRODUCTION of the General Conditions.

"Transfer Agents" has the meaning given to it in Section A: INTRODUC TIO N of the General Conditions.

"Type of Interest" means Fixed Rate Interest, Floating Rate Interest, Inverse Floating Rate Interest, Decompounded Floating Rate Interest, Digital Interest, Spread-Linked Interest or Inflation-Linked Interest.

"Uncertificated Regulations" has the meaning given to it in Ge neral Condition 1 (Form, title and transfer).

"Underlying Securities" has the meaning given to it in General Condition 1.4(c) (Title to CREST Depository Interests).

"Unit" has the meaning given to it in General Condition 3.1 (Calculations and publication).

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

"Upper Limit" has the meaning given to it in General Condition 5.2 (Floating Rate Interest), General Condition 5.3 (Inverse Floating Rate Interest), General Condition 5.4 (Inflation-Linked Interest), General Condition 5.6 (Spread-Linked Interest) or General Condition 5.7 (Decompounded Floating Rate Interest) (as applicable).

"USD", "US\$", "\$" and "US Dollars" each means United States dollars.

"Valuation Date" has the meaning given to it General Condition 5.4 (Inflation-Linked Interest) or General Condition 7.2 (Inflation-Linked Redemption) (as applicable).

"Variable" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Year-on-Year Inflation Range Accrual" has the meaning given to it in General Condition 5.9(c) (Determination of Accrual Condition).

"Zero Coupon Interest Calculation Period" has the meaning given to it in General Condition 5.11 (Zero Coupon).

28.2 Interpretation

(a) Capitalised terms used but not defined in these General Conditions will have the meanings given to them in the Final Terms, the absence of any such meaning indicating that such term is not applicable to the Securities of the relevant Series.
(b) Words importing the plural shall include the singular and vice versa, unless the context requires otherwise.
(c) A reference to a 'person' in these General Conditions includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing.
(d) A reference in these General Conditions to a provision of law is a reference to that provision as amended or re-enacted.
(e) References in these General Conditions to a company or entity shall be deemed to include a reference to any successor or replacement thereto.

FORM OF FINAL TERMS

The Final Terms for each Series will include such of the following information as is applicable with respect to such Securities.

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities 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 Retail Investor"). For these purposes, an EEA Retail Investor means a person in the European Economic Area 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 from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018, such term referring to the date of the United Kingdom's departure from the European Union), "MiFID"); (ii) a customer within the meaning of the Insurance Mediation Directive (Directive 2002/92/EC (as amended from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018, such term referring to the date of the United Kingdom's departure from the European Union), "IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded from time to time, including by Directive 2010/73/EU, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union), the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union), the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to EEA Retail Investors has been prepared and therefore offering or selling the Securities or otherwise making them available to any EEA Retail Investor may be unlawful under the PRIIPs Regulation.]

Final Terms

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

[Up to ][] Securities due [] pursuant to the Global Structured Securities Programme [(to be consolidated and to form a single series with the [] Securities due [], and issued on [][, the [] Securities due [], and issued on []] [and the [] Securities due [], and issued on []] pursuant to the Global Structured Securities Programme (the Tranche [] Securities [and Tranche [] Securities]))]

Issue Price: [] per cent.

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). These Final Terms are supplemental to and should be read in conjunction with the GSSP Base Prospectus 1A dated 10 April 2019[, as supplemented on []] (the "Base Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. [A summary of the individual issue of the Securities is annexed to these Final Terms.]

The Base Prospectus, and any supplements thereto, are available for viewing at https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structuredsecurities-prospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the Base Prospectus and not defined in the Final Terms shall bear the same meanings when used herein.]

[Use the alternative language set out under "Important Legal Information – Fungible issuances" if the first tranche of an issue w hi ch is being increased w as issued under an ex pi red base prospectus, the terms of which are incorporated by reference into this Base Prospectus]

[The Base Prospectus expires on 10 April 2020. The new base prospectus (the "[] Base Prospectus") will be valid from and including [] and will be published on the website of [the London Stock Exchange] and the website of the Issuer, https://home.barclays/investor-relations/fixed-incomeinvestors/prospectus-and-documents/structured-securities-prospectuses. Following [expiry of the Base Prospectus] [publication of [] Base Prospectus] [publication of [] Base Prospectus] the offering of the Securities will continue under the [] Base Prospectus. The terms and conditions of the securities from the Base Prospectus will be incorporated by reference into the [] Base Prospectus and will continue to apply to the Securities.]

BARCLAYS

Final Terms dated []

PART A – CONTRACTUAL TERMS

(a) Series number: []

(b) [Tranche number: []

			[The Securities shall be consolidated and form a single series with the Tranche [  ] Securities[, the Tranche [] Securities] [and the Tranche [] Securities] but shall not be fungible with the Tranche [] Securities [, the Tranche [] Securities] [and the Tranche [] Securities] until such time as the clearing systems recognise the Securities to be fungible with the Tranche [] Securities[, the Tranche [] Securities] [and the Tranche [] Securities].]
2.		Settlement Currency:	[]
3.		Exchange Rate:	[As specified in the Conditions] []
4.	Securities:
	(a)	Aggregate Nominal Amount as at the Issue Date:
		(i) Tranche:	[Up to] []
		(ii) Series:	[Up to] []
	(b)	Specified Denomination:	[]
			[[] and integral multiples of [] in excess thereof up to and including [].]
	(c)	Minimum Tradable Amount:	[]
			[Not Applicable]
5.	Issue Price:		[  ] per cent of the Aggregate Nominal Amount [plus accrued interest from []].

[The Issue Price includes a [commission element][fee] payable by the Issuer to the [Initial] Authorised Offeror which will be no more than [ ]% of the Issue Price [per annum][ (i.e. []% of the Issue Price in total)] [(which, for [] invested, amounts to [])] [and relates solely to the [initial design, arrangement and manufacture][custody] of the Securities by the [Initial] Authorised Offeror].] [Investors in the Securities intending to invest through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase hereof.]

Type of Interest: [Fixed Rate Interest] [Floating Rate Interest] [Inverse Floating Rate Interest] [Inflation-Linked Interest] [Digital Interest] [Spread-Linked Interest] [Decompounded Floating Rate Interest] [Zero Coupon] [subject to exercise of Conversion Option in respect of applicable Conversion Period(s)]

(a) Interest Payment Date(s): [] [in each year] [[] Business Days after each Interest Determination Date][Not Applicable]

(b) Interest Period End Date(s): [ ] [in each year]/[each Interest Payment Date] [without adjustment] [Not Applicable]

Switch Option: [Applicable] [Not Applicable]

Interest Payment Date: Switch

Exercise Period (each date inclusive)

[] [] to []

(b) Switch Notice Period Number: [] (c) Switch Option Number of Business Days: [] [As specified in the Conditions]] 12. Conversion Option: [Applicable] [Not Applicable] - Cut-off Time: [2:00 pm London time] []

Issue Date: []
1. Interest Commencement Date: [] [Not Applicable]
1. Scheduled Redemption Date: []
1. Calculation Amount: [] [Not Applicable]

Provisions relating to interest (if any) payable

(a) [Switch Exercise Period[s]:

	- Minimum Number of Option Exercise Business Days Cut off:			[Fifth] [] Option Exercise Business Day
	- Notice Delivery Email Address(es):			[] contact(s): []
	- Option Exercise Centre(s):			[London] [and] [] [and] []
	-		Maximum Exercise Number:	[Three] []
13.	Fixing Date – Interest:			[Not Applicable] [As Conditions] []	specified in the
14.			Fixing Time – Interest:	[Not Applicable] [As Conditions] []	specified in the
15.	Fixed Rate Interest provisions:			[Applicable] [Applicable subject to exercise of Switch Option] [Applicable following exercise of Switch Option] [Applicable in respect of the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment Date falling in []] [Applicable in respect of applicable Conversion Period(s) following exercise of Conversion Option] [Not Applicable]
	(a)		[Fixed Rate:	[[]%]
				[Interest Payment Date:]	[Fixed Rate (%):]

				[]	[]
	(b)		Day Count Fraction:	[Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual] [Actual/Actual [Actual/365 (Fixed)] [Actual/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [30E/360 (ISDA)]	(ISDA)] [30/360]
	(c)		Range Accrual:	[Applicable] [Not Applicable]
		(i)	[Accrual Condition Type:	[Year-on-Year Inflation [Single Rate Range Accrual] [Spread Range Accrual] [Dual Rate Range Accrual] [Dual Spread Range Accrual]	Range Accrual]
		(ii)	Year-on-Year Inflation Range Accrual:	[Applicable] [Not Applicable]
			[– Inflation Index:	[]
			– Inflation Index Sponsor:	[]
			– Range Accrual Reference Month:	The calendar month falling [] month[s] prior to the Relevant Interest [subject to linear interpolation].	Payment Date
				[Range Accrual Reference Month:]	[Interest Payment Date:]

	– Related Bond:	[] [As specified in the Conditions]
	– Lower Barrier:	[]
	– Upper Barrier:	[]
	– Pre-nominated Index:	[] [Not Applicable]]
(iii)	Single Rate Range Accrual:	[Applicable] [Not Applicable]
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]
	– Lower Barrier:	[]
	– Upper Barrier:	[]]
(iv)	Spread Range Accrual:	[Applicable] [Not Applicable]
	(A) [Range Accrual Floating Rate 1:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	(B) Range Accrual Floating Rate 2:
	– Variable:	[[plus] [minus] []]] [Not Applicable]
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]

	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	(C) Lower Barrier	[]
	(D) Upper Barrier	[]]
(v)	Dual Rate Range Accrual:	[Applicable] [Not Applicable]
	(A) [Range Accrual Floating Rate 1:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	– Lower Barrier 1:	[]
	– Upper Barrier 1:	[]
	(B) Range Accrual Floating Rate 2:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	– Lower Barrier 2:	[]
	– Upper Barrier 2:	[]]
(vi)	Dual Spread Range Accrual:	[Applicable] [Not Applicable]
	(A) [Range Accrual Floating Rate 1:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]

		[–	Reference Rate:	[][LIBOR][EURIBOR]]
		[–	Specified Swap Rate:	[]
		–	Reference Currency:	[]]
		[–	Designated Maturity:	[]
		–	Relevant Screen Page:	[]
		–	Relevant Time:	[]]
		(B) Range	Accrual Floating Rate 2:
		–	Variable:	[[plus] [minus] []]] [Not Applicable]
		–	Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[–	Reference Rate:	[][LIBOR][EURIBOR]]
		[–	Specified Swap Rate:	[]
		–	Reference Currency:	[]]
		[–	Designated Maturity:	[]
		–	Relevant Screen Page:	[]
		–	Relevant Time:	[]]
		–	Lower Barrier 1:	[]
		–	Upper Barrier 1:	[]
		(C) Range	Accrual Floating Rate 3:
		–	Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[–	Reference Rate:	[][LIBOR][EURIBOR]]
		[–	Specified Swap Rate:	[]
		–	Reference Currency:	[]]
		[–	Designated Maturity:	[]
		–	Relevant Screen Page:	[]
		–	Relevant Time:	[]]
		–	Lower Barrier 2:	[]
		–	Upper Barrier 2:	[]]
	(vii)	Observation	Number of Business Days:	[  ] [As specified in the Conditions] [Not Applicable]]]
(d)		Global Floor:		[Applicable] [Applicable (subject to change

				Option][Conversion Applicable]	Option])] [Not
		[–	Global Floor Percentage:	[]%]
16.			Floating Rate Interest provisions:	Date falling in []] [Not Applicable]	[Applicable] [Applicable subject to exercise of Switch Option] [Applicable following exercise of Switch Option] [Applicable in respect of the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment
	(a)		Floating Interest Rate Determination:	[Applicable] [Not Applicable]
		[–	Reference Rate:	[][LIBOR][EURIBOR][EONIA][SONIA]]
		[–	Designated Maturity:	[] [Month[s]] [Year[s]] [Not Applicable]
		–	Offered Quotation:	[Applicable] [Not Applicable]
		–	Arithmetic Mean:	[Applicable] [Not Applicable]
		–	Interest Determination Date:	[] [Not Applicable]
		–	Relevant Screen Page:	[]
		–	Relevant Time:	[a.m.]/[p.m.] [] time]
		[–	"p":	[]]
		–	Pre-nominated Index:	[] [Not Applicable]
	(b)		CMS Rate Determination:	[Applicable] [Not Applicable]
		[–	Specified Swap Rate:	[]
		–	Reference Currency:	[]
		–	Designated Maturity:	[]
		–	Relevant Screen Page:	[]
		–	Relevant Time:	[a.m.]/[p.m.] [] time]
		–	Pre-nominated Index:	[] [Not Applicable]
	(c)	Cap Rate:		[Not Applicable] [[]%]
				[Interest Payment Date:]	[Cap Rate (%):]
				[]	[] [Not Applicable]
	(d)	Curve Cap:		[Not Applicable] [Applicable]
			[[Interest Payment Date:	[Not Applicable]
		Factor:		[[plus] [minus] []%]] [Not Applicable]
		Margin:		[[plus] [minus] []%]] [Not Applicable]
		Reference Index:		[single rate

			Multiplier: [[]%] [Not Applicable]
			Reference Rate: []]
			[[spread rate] [combined rate]
			Multiplier 1: [[]%] [Not Applicable]
			Reference Rate 1: []
			Multiplier 2: [[]%] [Not Applicable]
			Reference Rate 2: []]
		Upper Limit:	[]%
		[[Reference Rate [1] [2]:
	–	Floating Rate Determination:	Rate Determination]	[Floating Interest Rate Determination] [CMS
	[–	Reference Rate:		[] [LIBOR][EURIBOR] [EONIA][SONIA]]
	[–	Specified Swap Rate:	[]
	–	Reference Currency:	[]]
	–	Designated Maturity:	[]
	–	Interest Determination Date:	[]
	–	Relevant Screen Page:	[]
	–	Relevant Time:	[]]]
	[–	"p":	[]]
	–	Pre-nominated Index:	[] [Not Applicable]]
(e)	Floor Rate:		[Not Applicable] [[]%]
			[Interest Payment Date:]	[Floor Rate (%):]
			[]	[] [Not Applicable]
(f)		Participation:	[[]] [As specified in the Conditions]
			[Interest Payment Date:]	[Participation:]
			[]	[] [As specified in the Conditions]
(g)	Spread:		[zero][[plus] [minus] []%]
			[Interest Payment Date:]	[Spread (%):]
			[]	[plus] [minus] []
(h)		Day Count Fraction:	[Actual/Actual]	[Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual (ISDA)]

			[Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [30E/360 (ISDA)]
(i)	Details of any short or long Interest Calculation Period:		[  ] [Not Applicable] Linear Interpolation: [Applicable] [Not Applicable]
(j)		Range Accrual:	[Applicable] [Not Applicable]
	(i)	[Accrual Condition Type:	[Single Rate Range Accrual] [Spread Range Accrual] [Dual Rate Range Accrual] [Dual Spread Range Accrual]
	(ii)	Single Rate Range Accrual:	[Applicable] [Not Applicable]
		[Range Accrual Floating Rate 1:
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[][LIBOR][EURIBOR]]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		[– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]
		– Lower Barrier:	[]
		– Upper Barrier:	[]
	(iii)	Spread Range Accrual	[Applicable] [Not Applicable]
		(A) [Range Accrual Floating Rate 1:
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[][LIBOR][EURIBOR]]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		[– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]
		(B) Range Accrual Floating Rate 2:
		– Variable:	[[plus] [minus] []] [Not Applicable]
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]

	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	(C) Lower Barrier:	[]
	(D) Upper Barrier:	[]]
(iv)	Dual Rate Range Accrual:	[Applicable] [Not Applicable]
	(A) [Range Accrual Floating Rate 1:	[]
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	– Lower Barrier 1:	[]
	– Upper Barrier 1:	[]]
	(B) Range Accrual Floating Rate 2:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	– Lower Barrier 2:	[]
	– Upper Barrier 2:	[]]
(v)	Dual Spread Range Accrual:	[Applicable] [Not Applicable]

(A) Range Accrual Floating Rate 1:
– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
[– Reference Rate:	[][LIBOR][EURIBOR]]
[– Specified Swap Rate:	[]
– Reference Currency:	[]]
[– Designated Maturity:	[]
– Relevant Screen Page:	[]
– Relevant Time:	[]]
(B) Range Accrual Floating Rate 2:
– Variable:	[[plus] [minus] []] [Not Applicable]
– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
[– Reference Rate:	[][LIBOR][EURIBOR]]
[– Specified Swap Rate:	[]
– Reference Currency:	[]]
[– Designated Maturity:	[]
– Relevant Screen Page:	[]
– Relevant Time:	[]]
– Lower Barrier 1:	[]
– Upper Barrier 1:	[]]
(C) Range Accrual Floating Rate 3:
– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
[– Reference Rate:	[][LIBOR][EURIBOR]]
[– Specified Swap Rate:	[]
– Reference Currency:	[]]
[– Designated Maturity:	[]
– Relevant Screen Page:	[]
– Relevant Time:	[]]
– Lower Barrier 2:	[]
– Upper Barrier 2:	[]]

(vi)	Observation	Number	of
	Business Days:

[][As specified in the Conditions]]

(k) Global Floor: [Applicable] [Applicable (subject to change following the exercise of the [Switch Option][Conversion Option])] [Not Applicable]

[– Global Floor Percentage: []%]
Inverse Floating Rate Interest provisions: [Applicable] [Applicable subject to exercise of Switch Option] [Applicable following exercise of Switch Option] [Applicable in respect of the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment Date falling in [] [Not Applicable]

(a) Floating Interest Rate Determination: [Applicable] [Not Applicable] [– Reference Rate: [][LIBOR][EURIBOR][EONIA][SONIA]] – Designated Maturity: [] [Month[s]] [Year[s]] [Not Applicable] – Offered Quotation: [Applicable] [Not Applicable] – Arithmetic Mean: [Applicable] [Not Applicable] – Interest Determination Date: [] [Not Applicable] – Relevant Screen Page: [] – Relevant Time: [a.m.]/[p.m.] [] time]] [– "p": []] – Pre-nominated Index: [] [Not Applicable]] (b) CMS Rate Determination: [Applicable] [Not Applicable] [– Specified Swap Rate: [] – Reference Currency: [] – Designated Maturity: [] – Relevant Screen Page: [] – Relevant Time: [a.m.]/[p.m.] [] time – Interest Determination Date(s): []] – Pre-nominated Index: [] [Not Applicable]] (c) Cap Rate: [Not Applicable] [[]%] [Interest Payment Date:] [Cap Rate (%):] [] [] [Not Applicable] (d) Curve Cap: [Not Applicable] [Applicable]

		[[Interest Payment Date: []]	[Not Applicable]
		Factor:	[[plus] [minus] []%]] [Not Applicable]
		Margin:	[[plus] [minus] []%]] [Not Applicable]
		Reference Index:	[single rate
			Multiplier: [[]%] [Not Applicable]
			[[spread rate] [combined rate]
			Multiplier 1: [[  ]%] [Not Applicable]
			Multiplier 2: [[  ]%] [Not Applicable]
		Upper Limit:	[]%
		[[Reference Rate [1] [2]:
		– Floating Rate Determination:	[Floating Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA]]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		– Designated Maturity:	[]
		– Interest Determination Date:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]]]
		[– "p":	[]]
		– Pre-nominated Index	[] [Not Applicable]
(e)	Floor Rate:	[Not Applicable] [[]%]
		[Interest Payment	[Floor Rate (%):]

				Date:]
				[]		[] [Not Applicable]
(f)		Participation:		[[]] [As specified in the Conditions]
				[Interest Date:]	Payment	[Participation:]
				[]		[] [As specified in the Conditions]
(g)	Spread:				[zero] [[plus] [minus] []%]
				[Interest Date:]	Payment	[Spread (%):]
				[]		[plus] [minus] []
(h)	Day Count Fraction:		[Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual] [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [30E/360 (ISDA)]
(i)	Details of any short or long Interest Calculation Period:				[] [Not Applicable]
			Linear Applicable]	Interpolation:	[Applicable] [Not
(j)		Range Accrual:		[Applicable] [Not Applicable]
	(i)		[Accrual Condition Type:		Spread Range Accrual]	[Single Rate Range Accrual] [Spread Range Accrual] [Dual Rate Range Accrual] [Dual
			[Range Accrual Floating Rate 1:
	(ii)		Single Rate Range Accrual:		[Applicable] [Not Applicable]
		– [Range Rate 1:	Accrual Floating
		–	Floating Rate Determination:		Rate Determination]	[Floating Interest Rate Determination] [CMS
		[–	Reference Rate:		[][LIBOR][EURIBOR]
		[–	Specified Swap Rate:	[]
		–	Reference Currency:	[]]
		–	Designated Maturity:	[]
		–	Relevant Screen Page:	[]
		–	Relevant Time:	[]
		–	Lower Barrier:	[]
		–	Upper Barrier:	[]]

(iii)	Spread Range Accrual	[Applicable] [Not Applicable]
	(A) [Range Accrual Floating Rate 1:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	(B) Range Accrual Floating Rate 2:
	– Variable:	[[plus] [minus] []] [Not Applicable]
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	(C) Lower Barrier:	[]
	(D) Upper Barrier:	[]]
(iv)	Dual Rate Range Accrual	[Applicable] [Not Applicable]
	(A) Range Accrual Floating Rate 1:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[][LIBOR][EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]

	–	Lower Barrier 1:	[]
	–	Upper Barrier 1:	[]
	(B) Range	Accrual Floating Rate 2:
	–	Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[–	Reference Rate:	[][LIBOR][EURIBOR]]
	[–	Specified Swap Rate:	[]
	–	Reference Currency	[]]
	[–	Designated Maturity:	[]
	–	Relevant Screen Page:	[]
	–	Relevant Time:	[]]
	–	Lower Barrier 2:	[]
	–	Upper Barrier 2:	[]]
(v)		Dual Spread Range Accrual:	[Applicable] [Not Applicable]
	(A)[Range	Accrual Floating Rate 1:
	–	Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[–	Reference Rate:	[][LIBOR][EURIBOR]]
	[–	Specified Swap Rate:	[]
	–	Reference Currency	[]]
	[–	Designated Maturity:	[]
	–	Relevant Screen Page:	[]
	–	Relevant Time:	[]]
	(B) Range	Accrual Floating Rate 2:
	–	Variable:	[[plus] [minus] []] [Not Applicable]
	–	Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[–	Reference Rate:	[][LIBOR][EURIBOR]]
	[–	Specified Swap Rate:	[]]
	–	Reference Currency:	[]
	[–	Designated Maturity:	[]
	–	Relevant Screen Page:	[]

		– Relevant Time:	[]]
		– Lower Barrier 1:	[]
		– Upper Barrier 1:	[]
		(C) Range Accrual Floating Rate 3:	[Applicable] [Not Applicable]
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[][LIBOR][EURIBOR]]
		– Specified Swap Rate:	[]]
		– Reference Currency:	[]
		– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]
		– Lower Barrier 2:	[]
		– Upper Barrier 2:	[]]
		(vi) Observation Number of Business Days:	[][As specified in the Conditions]]]
	(k)	Global Floor:	[Applicable] [Applicable (subject to change following the exercise of the [Switch Option][Conversion Option])] [Not Applicable]
		[– Global Floor Percentage:	[]%]
18.		Inflation-Linked Interest provisions:	[Applicable: ] [Applicable subject to exercise of Switch Option] [Applicable following exercise of Switch Option] [Applicable in respect of the period from and including [the Issue Date/the Interest Payment Date falling in []] to but excluding the Interest Payment Date falling in []] [Not Applicable]
	(a)	Inflation Factor:	[Inflation Factor (Cumulative)] [Inflation Factor (Year-on-Year)]
	(b)	Inflation Index:	[]
	(c)	Inflation Index Sponsor:	[]
	(d)	Initial Valuation Date:	[Not Applicable][]
	(e)	Reference Month:	[(i) Initial Valuation Date: the calendar month falling [  ] month[s] prior to the Initial Valuation Date [subject to linear interpolation].
			(ii) Interest Payment Date(s): the calendar

month falling [ ] month[s] prior to the Relevant Interest Payment Date [subject to

		linear interpolation].]
		[subject to linear interpolation].]	[The calendar month falling [  ] month[s] prior to the Relevant Interest Payment Date
		[Reference Month:]	[Interest Payment Date:]
		[  ] [subject to linear interpolation]	[]
(f)	Related Bond:	[] [As specified in the Conditions]
(g)	Pre-nominated Index:	[] [Not Applicable]
(h)	Fixed Percentage:	[[] [As specified in the Conditions]
		[Interest Payment Date:]	[Fixed Percentage:]
		[]	[] [As specified in the Conditions]]
(i)	Spread:	]%]	[Not Applicable] [[zero] [[plus] [minus] [
		[Interest Payment Date:]	[Spread (%):]
		[]	[]]
(j)	Cap Rate:	[Not Applicable][[]%]
		[Interest Payment Date:]	[Cap Rate (%):]
		[]	[] [Not Applicable]
(k)	Curve Cap:	[Not Applicable] [Applicable]
		[[Interest Payment Date: []]	[Not Applicable]
		Factor:	[[plus] [minus] []%]] [Not Applicable]
		Margin:	[[plus] [minus] []%]] [Not Applicable]
		Reference Index:	[single rate
			Multiplier: [[]%] [Not Applicable]
			[[spread rate] [combined rate]
			Multiplier 1: [[  ]%] [Not Applicable]
			Multiplier 2: [[  ]%]

				[Not Applicable]
			Upper Limit:	[]%
			[[Reference Rate [1] [2]:
			– Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
			[– Reference Rate:	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA] []]
			[– Specified Swap Rate:	[]
			– Reference Currency:	[]]
			– Designated Maturity:	[]
			– Interest Determination Date:	[]
			– Relevant Screen Page:	[]
			– Relevant Time:	[]]]]
			[– "p":	[]]
			- Pre-nominated Index	[] [Not Applicable]
	(l)	Floor Rate:	[Not Applicable] [[]%]
			[Interest Payment Date:]	[Floor Rate (%):]
			[]	[] [Not Applicable]
	(m)	Day Count Fraction:	[Actual/Actual] Basis] [30E/360 (ISDA)]]	[Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond
	(n)	Global Floor:	following the Option][Conversion Applicable]	[Applicable] [Applicable (subject to change exercise of the [Switch Option])] [Not
		[– Global Floor Percentage:	[]%]
19.		Digital Interest Provisions:		[Applicable] [Applicable subject to exercise of Switch Option] [Applicable following exercise of Switch Option] [Applicable in

respect of the period from and including [the Issue Date/the Interest Payment Date falling

			Date falling in []] [Not Applicable]	in []] to but excluding the Interest Payment
(a)		Digital Rate 1:
	(i)[	Fixed Rate:	[[]%][Not Applicable]
			[Interest Payment Date:]	[Fixed Rate (%):]
			[]	[]
	(ii)	Floating Rate:	[Applicable] [Not Applicable]
		[– Reference Rate:		[] [LIBOR][EURIBOR][EONIA][SONIA]]
		[– Designated Maturity:	[] [Not Applicable]
		– Offered Quotation:	[Applicable] Applicable]	[Not [Strike (%):]
		– Arithmetic Mean:	[Applicable] Applicable]	[Not []
		– Interest Determination Date:	[] [Not Applicable]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]]
		[– "p":	[]]
		- Pre-nominated Index:	[] [Not Applicable]
	(iii)	CMS reference rate:	[Applicable] [Not Applicable]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]
		– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[a.m.]/[p.m.] [] time
		– Interest Determination Date(s):	[]]
		– Pre-nominated Index:	[] [Not Applicable]
	(iv)	Cap Rate:	[Not Applicable][[]%]
			[Interest Payment Date:]	[Cap Rate (%):]
			[]	[ ] [Not  Applicable]
	(v)	Curve Cap:	[Not Applicable][Applicable]
			[[Interest Payment Date: []]	[Not Applicable]

		Factor:	[[plus] [minus] [  ]%]] [Not Applicable]
		Margin:	[[plus] [minus] [  ]%]] [Not Applicable]
		Reference Index:	[single rate
			Multiplier: [[  ]%] [Not Applicable]
			[[spread rate] [combined rate]
			Multiplier 1: [[]%] [Not Applicable]
			Multiplier 2: [[]%] [Not Applicable]
		Upper Limit:	[]%
		[[Reference Rate [1] [2]:
		– Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA] []]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		– Designated Maturity:	[]
		– Interest Determination Date:	[]
		– Relevant Screen Page:	[]
		– Relevant Time	[]]]]
		[– "p":	[]]
		– Pre-nominated Index:	[ ] [Not  Applicable]
(vi)	Floor Rate:	[Not Applicable] [[]%]

			[Interest Date:]	Payment	[Floor Rate (%):]
			[]		[ ]  Applicable]	[Not
(b)		Digital Rate 2:
	(i)[	Fixed Rate:		[[]%][Not Applicable]
			[Interest Date:]	Payment	[Fixed Rate (%):]
			[]		[]
	(ii)	Floating Rate:		[Applicable] [Not Applicable]
		[– Reference Rate:			[][LIBOR][EURIBOR][EONIA][SONIA]
		[– Designated Maturity:		[] [Not Applicable]
		– Offered Quotation:	[Applicable] Applicable]	[Not	[Strike (%):]
		– Arithmetic Mean:	[Applicable] Applicable]	[Not	[]
		– Interest Determination Date:		[] [Not Applicable]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]]
		[– "p":	[]]
		- Pre-nominated Index:		[] [Not Applicable]
	(iii)	CMS reference rate:		[Applicable] [Not Applicable]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]
		– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:		[a.m.]/[p.m.] [] time
		– Interest Determination Date(s):	[]]
		- Pre-nominated Index:		[] [Not Applicable]
	(iv)	Cap Rate:		[Not Applicable][[]%]
			[Interest Date:]	Payment	[Cap Rate (%):]
			[]		[ ]  Applicable]	[Not
	(v)	Curve Cap:		[Not Applicable][Applicable]

[[Interest Payment Date: []]	[Not Applicable]
Factor:	[[plus] [minus] [  ]%]] [Not Applicable]
Margin:	[[plus] [minus] [  ]%]] [Not Applicable]
Reference Index:	[single rate
	Multiplier: [[  ]%] [Not Applicable]
	[[spread rate] [combined rate]
	Multiplier 1: [[]%] [Not Applicable]
	Multiplier 2: [[]%] [Not Applicable]
Upper Limit:	[]%
[[Reference Rate [1] [2]:
– Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
[– Reference Rate:	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA][ ]]
[– Specified Swap Rate:	[]
– Reference Currency:	[]]
– Designated Maturity:	[]
– Interest Determination Date:	[]
– Relevant Screen Page:	[]
– Relevant Time:	[]]]]
[– "p":	[]]
– Pre-nominated Index:	[ ] [Not  Applicable]

	(vi)	Floor Rate:	[Not Applicable] [[]%]
			[Interest Payment [Floor Rate (%):] Date:]
			[] [ ] [Not  Applicable]
(c)		Day Count Fraction:	[Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual] [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [30E/360 (ISDA)]
(d)		Floating Rate:
	(i)	Strike:	[] per cent.
			[Interest Payment [Strike (%):] Date:]
			[] []
	(ii)	Floating Interest Rate Determination:	[Applicable] [Not Applicable]
		[– Reference Rate:	[][LIBOR][EURIBOR][EONIA][SONIA]
		[– Designated Maturity:	[] [Not Applicable]
		– Offered Quotation:	[Applicable] [Not Applicable]
		– Arithmetic Mean:	[Applicable] [Not Applicable]
		– Interest Determination Date:	[] [Not Applicable]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]]
		[– "p":	[]]
		– Pre-nominated Index:	[] [Not Applicable]
	(iii)	CMS Rate Determination:	[Applicable] [Not Applicable]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]
		– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[a.m.]/[p.m.] [] time
		– Interest Determination Date(s):	[]]
		– Pre-nominated Index:	[] [Not Applicable]
	(iv)	Cap Rate:	[Not Applicable][[]%]
			[Interest Payment [Cap Rate (%):]

Date:]

		[]	[ ] [Not  Applicable]
(v)	Curve Cap:	[Not Applicable][Applicable]
		[[Interest Payment Date: []]	[Not Applicable]
		Factor:	[[plus] [minus] [  ]%]] [Not Applicable]
		Margin:	[[plus] [minus] [  ]%]] [Not Applicable]
		Reference Index:	[single rate
			Multiplier: [[  ]%] [Not Applicable]
			[[spread rate] [combined rate]
			Multiplier 1: [[]%] [Not Applicable]
			Multiplier 2: [[]%] [Not Applicable]
		Upper Limit:	[]%
		[[Reference Rate [1] [2]:
		– Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA] []]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		– Designated Maturity:	[]
		– Interest Determination Date:	[]
		– Relevant Screen Page:	[]

				– Relevant Time:	[]]]]
				[– "p":	[]]
				– Pre-nominated Index:	[ ] [Not  Applicable]
		(vi)	Floor Rate:	[Not Applicable] [[]%]
				[Interest Payment Date:]	[Floor Rate (%):]
				[]	[ ] [Not  Applicable]
	(e)		Details of any short or long Interest Calculation Period:	[] [Not Applicable]
				Linear Interpolation: Applicable]]	[Applicable] [Not
	(f)		Global Floor:	Option][Conversion Applicable]	[Applicable] [Applicable (subject to change following the exercise of the [Switch Option])] [Not
		[–	Global Floor Percentage:	[]%]
20.			Spread-Linked Interest Provisions:	[Applicable] following exercise in []] [Not Applicable]	[Applicable subject to exercise of Switch Option] [Applicable of Switch Option] [Applicable in respect of the period from and including [the Issue Date/the Interest Payment Date falling in [  ]] to but excluding the Interest Payment Date falling
	(a)	[Floating	Rate Interest provisions applicable to the determination of Spread Linked Rate One(t) and Spread-Linked Rate Two(t):	Spread-Linked Rate One(t)	Spread-Linked Rate Two(t)
		(i)	Floating Interest Rate Determination:	[Applicable] [Not Applicable]	[Applicable] [Not Applicable]
			– Reference Rate:	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA]	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA]
			– Designated Maturity:	[][Not Applicable]	[][Not Applicable]
			– Offered Quotation:	[Applicable][Not Applicable]	[Applicable][Not Applicable]
			– Arithmetic Mean:	[Applicable][Not Applicable]	[Applicable][Not Applicable]
			– Interest Determination Date:	[][Not Applicable]	[][Not Applicable]
			– Relevant Screen Page:	[]	[]
			– Relevant Time:	[]	[]

		[– "p":			[]		[]]
	–	Pre-nominated Index:			[] [Not Applicable]		[  Applicable]	] [Not
	–	Spread-Linked Cap:	Rate	One(t)	[Not Applicable] [[ ]%]
					[Interest Payment Date:]	[Spread Linked Rate One(t) Cap (%):]
						[  ][Not Applica ble]
	–	Spread-Linked Floor:	Rate	One(t)	[Not Applicable] [[ ]%]
					[Interest Payment Date:]	[Spread Linked Rate One(t) Floor (%):]
					[]	[  ][Not Applica ble]
	–	Spread-Linked Cap:	Rate	Two(t)			[Not Applicable] [[ ]%]
							[Interest Payment Date:]	[Spread Linked Rate Two(t) Cap (%):]
							[]	[  ][Not Applica ble]
	–	Spread-Linked Floor:	Rate	Two(t)			[Not Applicable] [[ ]%]
							[Interest Payment Date:]	[Spread Linked Rate Two(t) Floor (%):]
							[]	[][Not Applica ble]
(ii)		CMS Rate Determination:			[Applicable][Not Applicable]		[Applicable][Not Applicable]

				[CMS Rate 1	Reference	[CMS Rate 2	Reference
–	Specified Swap Rate:			[]		[]
–	Reference Currency:			[]		[]
–	Designated Maturity:			[]		[]
–	Relevant Screen Page:			[]		[]
–	Relevant Time:			[a.m.]/[p.m.] time	[  ]	[a.m.]/[p.m.] time	[  ]
–	Interest Determination Date(s):			[]]		[]]
–	Pre-nominated Index:			[] [Not Applicable]		[  Applicable]	] [Not
–	Spread-Linked Cap:	Rate	One(t)	[Not Applicable] [[ ]%]
				[Interest Payment Date:]	[Spread Linked Rate One(t) Cap (%):]
				[]	[  ][Not Applica ble]
–	Spread-Linked Floor:	Rate	One(t)	[Not Applicable] [[ ]%]
				[Interest Payment Date:]	[Spread Linked Rate One(t) Floor (%):]
				[]	[  ][Not Applica ble]
–	Spread-Linked Cap:	Rate	Two(t)			[Not Applicable] [[ ]%]
						[Interest	[Spread
						Payment Date:]	Linked Rate Two(t) Cap (%):]
						[]	[  ][Not Applica ble]

			[Interest Payment Date:]	[Spread Linked Rate Two(t) Floor (%):]
			[]	[Not Applica ble]
(b)	Cap Rate:	[Not Applicable] [[]%]
		[Interest Payment Date:]	[Cap Rate (%):]
		[]	[  Applicable]	] [Not
(c)	Curve Cap:	[Not Applicable] [Applicable]
		[[Interest Payment Date: []]	[Not Applicable]
		Factor:	[[plus] [minus] [  ]%]] Applicable]	[Not
		Margin:	[[plus] [minus] [  ]%]] Applicable]	[Not
		Reference Index:	[single rate
			Multiplier: [[  ]%] [Not Applicable]
			Reference Rate: [ ]]
			[[spread [combined rate]	rate]
			Multiplier 1: [[]%] [Not Applicable]
			Reference Rate 1: [ ]
			Multiplier 2: [[]%] [Not Applicable]
			Reference Rate 2: [ ]]
		Upper Limit:	[]%
		[[Reference Rate [1] [2]:
		– Floating Rate Determination:	[Floating Determination] [CMS	Rate Rate

Determination]

		[– Reference Rate:	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA] []]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]]]
		[– "p":	[]]
		– Pre-nominated Index	[ ] [Not  Applicable]
(d)	Floor Rate:	[Not Applicable] [[]%]
		[Interest Payment Date:]	[Floor Rate (%):]
		[]	[ ] [Not  Applicable]
(e)	Leverage:	[Applicable] [Not Applicable]
		[Interest Payment Date:]	[Leverage:]
		[]	[[plus] [minus] [  ]]] [Not Applicable]
(f)	Participation:	[[]] [As specified in the Conditions]
		[Interest Payment Date:]	[Participation:]
		[]	[] [As specified in the Conditions]
(g)	Spread:	[zero] [[plus] [minus] []%]
		[Interest Payment Date:]	[Spread (%):]
		[]	[]
(h)	Day Count Fraction:	[Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond [Eurobond Basis] [30E/360 (ISDA)]	[Actual/Actual (ISDA)] Basis] [30E/360]

(i)		Details of any short or long Interest Calculation Period:	[] [Not Applicable]
			Linear Interpolation: [Applicable] [Not Applicable]
(j)		Range Accrual:	[Applicable] [Not Applicable]
	(i)	[Accrual Condition Type:	[Single Rate Range Accrual] [Spread Range Accrual] [Dual Rate Range Accrual] [Dual Spread Range Accrual]
	(ii)	Single Rate Range Accrual:	[Applicable] [Not Applicable]
		[Range Accrual Floating Rate 1:
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[] [LIBOR] [EURIBOR]]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		[– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]
		[– "p":	[]
		– Lower Barrier:	[]
		– Upper Barrier:	[]]]
		– Pre-nominated Index:	[] [Not Applicable]
	(iii)	Spread Range Accrual:	[Applicable] [Not Applicable]
		(A)[ Range Accrual Floating Rate 1:
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[] [LIBOR] [EURIBOR]]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		[– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]]
		[– "p":	[]]
		– Pre-nominated Index:	[] [Not Applicable]

	(B) Range Accrual Floating Rate 2:
	– Variable:	[[plus] [minus] []]] [Not Applicable]
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[] [LIBOR] [EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	[– "p":	[]]
	– Pre-nominated Index:	[] [Not Applicable]
	(C) Lower Barrier:	[]
	(D) Upper Barrier:	[]
(iv)	Dual Rate Range Accrual:	[Applicable] [Not Applicable]
	(A) [Range Accrual Floating Rate
	1:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[] [LIBOR] [EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]
	[– "p":	[]]
	– Lower Barrier 1:	[]
	– Upper Barrier 1:	[]]
	– Pre-nominated Index:	[] [Not Applicable]
	(B) Range Accrual Floating Rate 2:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]

	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]
	[– "p":	[]]
	– Lower Barrier 2:	[]
	– Upper Barrier 2:	[]]]
	– Pre-nominated Index:	[] [Not Applicable]
(v)	Dual Spread Range Accrual:	[Applicable] [Not Applicable]
	(A) [Range Accrual Floating Rate 1:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[] [LIBOR] [EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	[– "p":	[]]
	– Pre-nominated Index:	[] [Not Applicable]
	(B) Range Accrual Floating Rate 2:
	– Variable:	[[plus] [minus] []]] [Not Applicable]
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[] [LIBOR] [EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]
	[– "p":	[]]

			–	Lower Barrier 1:		[]
			–	Upper Barrier 1:		[]]
			–	Pre-nominated Index:		[] [Not Applicable]
			3:	(C) Range Accrual Floating Rate
			–	Floating Determination:	Rate	[Floating Interest Rate Determination] [CMS Rate Determination]
				[– Reference Rate:		[] [LIBOR] [EURIBOR]]
				[– Specified Swap Rate:		[]
			–	Reference Currency:		[]]
				[– Designated Maturity:		[]
			–	Relevant Screen Page:		[]
			–	Relevant Time:		[]
				[– "p":		[]]
			–	Lower Barrier 2:		[]
			–	Upper Barrier 2:		[]]]
			–	Pre-nominated Index:		[] [Not Applicable]
		(vi)	Days:	Observation Number of Business		[][As specified in the Conditions]]]
	(k)		Global Floor:			[Applicable] [Applicable (subject to change following the exercise of the [Switch Option][Conversion Option])] [Not Applicable]
		[–		Global Floor Percentage:		[]%]
21.				Decompounded Floating Rate Interest provisions:		[Applicable] [Applicable subject to exercise of Switch Option] [Applicable following exercise of Switch Option] [Applicable in respect of the period from and including [the Issue Date/the Interest Payment Date falling in [  ]] to but excluding the Interest Payment Date falling in [] [Not Applicable]
	(a)			Compounding Period Number:		[]
	(b)			Decompounded Cap:		[] [Not Applicable]
	(c)			Floating Interest Rate Determination:		[Applicable] [Not Applicable]
		[–		Reference Rate:		[  ] [LIBOR] [EURIBOR] [EONIA] [SONIA]]
		[–		Designated Maturity:		[] [Month[s]] [Year[s]] [Not Applicable]

	–	Offered Quotation:		[Applicable] [Not Applicable]
	–	Arithmetic Mean:		[Applicable] [Not Applicable]
	–	Interest Determination Date:	[] [Not Applicable]
	–	Relevant Screen Page:	[]
	–	Relevant Time:		[a.m.]/[p.m.] [] time]]
	[–	"p":	[]]
	–	Pre-nominated Index:	[] [Not Applicable]
(d)		CMS Rate Determination:		[Applicable] [Not Applicable]
	[–	Specified Swap Rate:	[]
	–	Reference Currency:	[]
	–	Designated Maturity:	[]
	–	Relevant Screen Page:	[]
	–	Relevant Time:	[a.m.]/[p.m.] [] time
	–	Interest Determination Date(s):	[]]
	–	Pre-nominated Index:	[] [Not Applicable]
(e)		Cap Rate:		[Not Applicable] [[]%]
			[Interest Date:]	Payment	[Cap Rate (%):]
			[]		[ ]  Applicable]	[Not
(f)	Curve Cap:			[Not Applicable] [Applicable]
			[[Interest Date: []]	Payment	[Not Applicable]
			Factor:		[[plus] [minus] [  ]%]] Applicable]	[Not
			Margin:		[[plus] [minus] [  ]%]] Applicable]	[Not
			Reference Index:		[single rate
					Multiplier: [[  ]%] [Not Applicable]
					[[spread [combined rate]	rate]
					Multiplier 1: [[]%] [Not Applicable]
					Multiplier 2: [[]%]

			[Not Applicable]
		Upper Limit:	[]%
		[[Reference Rate [1] [2]:
		– Floating Rate Determination:	[Floating Rate Determination] [CMS Rate Determination]
		[–Reference Rate:	[ ] [LIBOR]  [EURIBOR] [EONIA] [SONIA]]
		[–Specified Swap Rate:	[]
		– Reference Currency:	[]]
		– Designated Maturity:	[]
		– Interest Determination Date:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]]]
		[–"p":	[]]
		– Pre-nominated Index:	[ ] [Not  Applicable]
(g)	Floor Rate:	[Not Applicable] [[]%]
		[Interest Payment Date:]	[Floor Rate (%):]
		[]	[ ] [Not  Applicable]
(h)	Spread:	[zero] [[plus] [minus] []%]
		[Interest Payment Date:]	[Spread (%):]
		[]	[]
(i)	Day Count Fraction:	[Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond [Eurobond Basis] [30E/360 (ISDA)]	[Actual/Actual (ISDA)] Basis] [30E/360]
(j)	Details of any short or long Interest Calculation Period:	[] [Not Applicable]

			Linear Interpolation: [Applicable] [Not Applicable]
(k)		Range Accrual:	[Applicable] [Not Applicable]
	(i)	[Accrual Condition Type:	[Single Rate Range Accrual] [Spread Range Accrual] [Dual Rate Range Accrual] [Dual Spread Range Accrual]
		[Range Accrual Floating Rate 1:
	(ii)	Single Rate Range Accrual:	[Applicable] [Not Applicable]
		[Range Accrual Floating Rate 1:
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[] [LIBOR] [EURIBOR]]
		– Specified Swap Rate:	[] [Not Applicable]
		– Reference Currency:	[] [Not Applicable]
		[– Designated Maturity:	[]
		– Relevant Screen Page:	[]
	– Relevant Time:		[]]
		– Lower Barrier:	[]
		– Upper Barrier:	[]]
	(iii)	Spread Range Accrual	[Applicable] [Not Applicable]
		(A)[Range Accrual Floating Rate 1:
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[] [LIBOR] [EURIBOR]]
		[– Specified Swap Rate:	[]
		– Reference Currency:	[]]
		[– Designated Maturity:	[]
		– Relevant Screen Page:	[]
		– Relevant Time:	[]]
		(B) Range Accrual Floating Rate 2:
		– Variable:	[[plus] [minus] []] [Not Applicable]
		– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
		[– Reference Rate:	[] [LIBOR] [EURIBOR]]

	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	(C) Lower Barrier:	[]
	(D) Upper Barrier:	[]]
(iv)	Dual Rate Range Accrual	[Applicable] [Not Applicable]
	(A)[Range Accrual Floating Rate 1:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[] [LIBOR] [EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency:	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	– Lower Barrier 1:	[]
	– Upper Barrier 1:	[]
	(B) Range Accrual Floating Rate 2:
	– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
	[– Reference Rate:	[] [LIBOR] [EURIBOR]]
	[– Specified Swap Rate:	[]
	– Reference Currency	[]]
	[– Designated Maturity:	[]
	– Relevant Screen Page:	[]
	– Relevant Time:	[]]
	– Lower Barrier 2:	[]
	– Upper Barrier 2:	[]]
(v)	Dual Spread Range Accrual:	[Applicable] [Not Applicable]

(A)[Range Accrual Floating Rate

– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
[– Reference Rate:	[] [LIBOR] [EURIBOR]]
[– Specified Swap Rate:	[]
– Reference Currency	[]]
[– Designated Maturity:	[]
– Relevant Screen Page:	[]
– Relevant Time:	[]]
(B) Range Accrual Floating Rate 2:
– Variable:	[[plus] [minus] []] [Not Applicable]
– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
[– Reference Rate:	[] [LIBOR] [EURIBOR]]
[– Specified Swap Rate:	[]
– Reference Currency:	[]]
[– Designated Maturity:	[]
– Relevant Screen Page:	[]
– Relevant Time:	[]]
– Lower Barrier 1:	[]
– Upper Barrier 1:	[]
(C) Range Accrual Floating Rate 3:
– Floating Rate Determination:	[Floating Interest Rate Determination] [CMS Rate Determination]
[– Reference Rate:	[] [LIBOR] [EURIBOR]]
– Specified Swap Rate:	[]]
– Reference Currency:	[] [Not Applicable]
– Designated Maturity:	[]
– Relevant Screen Page:	[]
– Relevant Time:	[]
– Lower Barrier 2:	[]
– Upper Barrier 2:	[]]

(vi) Observation Number of Business [][As specified in the Conditions]]]

Days:

$\left( \mathrm{l}\right)$	Global Floor:
----------------------------	---------------

[– Global Floor Percentage: []%]

(a) [Internal Rate of Return: []%

Provisions relating to redemption

23.	(a)	Optional Early Redemption:	[Applicable] [Not Applicable]
	(b)	Option Type:	[Call-European] European] Applicable]	[Call-Bermudan] [Put [Put-Bermudan] [Not
24.		Call provisions	[Applicable] [Not Applicable]
	(a)	[Optional Cash Redemption Date[s]:	[]
			entitled 'Optional Cash Redemption Date' Period[s] below.]	[Each date set out in the table in the column in the definition of Issuer Option Exercise
	(b)	Early Redemption Percentage:	[[]%] [As specified in the Conditions]
			[Early Redemption Percentage (%):]	[Optional Cash Redemption Date:]
			[] [As specified in the Conditions]	[]
	(c)	Issuer Option Exercise Period[s]:	[[] to [] (each date inclusive)]
			[Issuer Option Exercise Period (each date inclusive):]	[Optional Cash Redemption Date:]
			[] to []	[]
	(d)	Call Notice Period Number:	[] [As specified in the Conditions]]

(l) Global Floor: [Applicable] [Applicable (subject to change following the exercise of the [Switch Option][Conversion Option])] [Not Applicable]

Zero Coupon Provisions: [Applicable] [Applicable subject to exercise of Switch Option] [Applicable following exercise of Switch Option] [Applicable in respect of the period from and including [the Issue Date/the Interest Payment Date falling in [ ]] to but excluding the Interest Payment Date falling in []] [Not Applicable]

(b) Day Count Fraction: [Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual] [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [30E/360 (ISDA)]]

25.	Put provisions		[Applicable] [Not Applicable]
	(a)	[Optional Cash Redemption Date[s]:	[]
			Period below.]		[Each date set out in the table in the column entitled 'Optional Cash Redemption Date' in the definition of Put Option Exercise
	(b)	Early Redemption Percentage:			[[]%] [As specified in the Conditions]
			[Early Percentage (%):]	Redemption	[Optional Cash Redemption Date:]
			[] [As specified in the Conditions]	[]
	(c)	Put Option Exercise Period[s]:	[[] to [] (each date inclusive)]
			[Put Exercise (each inclusive):]	Option Period date	[Optional Cash Redemption Date:]
			[] to [])		[]
	(d)	Put Notice Period Number:			[] [As specified in the Conditions]]
26.		Final Redemption Type:	[Bullet Redemption]
			[Inflation-Linked Redemption]
27.		Bullet Redemption provisions:	[Applicable] [Not Applicable]
		[Final Redemption Percentage:			[[]%] [As specified in the Conditions]]
28.		Inflation-Linked Redemption provisions:		[Applicable] [Not Applicable]
	(a)	[Final Redemption Floor:	[Applicable: []] [Not Applicable]
	(b)	Inflation Index:	[]
	(c)	Inflation Index Sponsor	[]
	(d)	Initial Valuation Date:	[]
	(e)	Reference Month:	(i)		Initial Valuation Date: the calendar month falling [] month[s] prior to the Initial Valuation Date[, subject to linear interpolation]
			(ii)	Scheduled Date[,	Redemption Date: the calendar month falling [] month[s] prior to the Scheduled Redemption subject to linear interpolation]
	(f)	Related Bond:			[] [As specified in the Conditions]]

(g) Pre-nominated Index: [] [Not Applicable]

29.	Early Cash Settlement Amount:	[Par]
		[Market Value]
		[Amortised Face Amount (Amortisation Yield: [[  ]%] [As specified in the Conditions], Day Count Fraction: [Actual/Actual (ICMA)] [Act/Act (ICMA)] [Actual/Actual] [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [30E/360 (ISDA)])]
		[Greater of Market Value and Par]
		[Greater of Market Value and Redemption Floor (Redemption Floor: [])]
	Final Redemption Floor Unwind Costs:	[Applicable][Not Applicable]
30.	Fixing Date – Redemption:	[Not Applicable] [As specified in the Conditions] []
31.	Fixing Time – Redemption:	[Not Applicable] [As specified in the Conditions] []
32.	Change in Law:	[Applicable] [Not Applicable]
33.	Currency Disruption Event:	[Applicable] [Not Applicable]
34.	Issuer Tax Event:	[Applicable] [Not Applicable]
35.	Extraordinary Market Disruption:	[Applicable] [Not Applicable]
36.	Hedging Disruption:	[Not Applicable] [Applicable]
37.	Increased Cost of Hedging:	[Not Applicable] [Applicable]
	Disruptions
38.	Settlement Expenses:	[Applicable] [Not Applicable]
39.	FX Disruption Fallbacks (General Condition 9 (Consequences of FX Disruption Events)):	[[To be applied first:] [Fallback Reference Price] [Dealer Poll] [Postponement] [Currency Replacement]]
		[To be applied second: [Fallback Reference Price] [Dealer Poll] [Postponement] [Currency Replacement]]
		[To be applied third: [Fallback Reference Price] [Dealer Poll] [Postponement] [Currency Replacement]]
		[To be applied fourth: [Fallback Reference Price] [Dealer Poll] [Postponement] [Currency Replacement]]
	General Provisions
40.	Form of Securities:	[Global Bearer Securities: [Temporary

Global Security, exchangeable for a

		Permanent Global Security] [Permanent Global Security[, exchangeable for a Definitive Bearer Security]]]
		[TEFRA: [D Rules] [C Rules] [Not Applicable]]
		[Global Registered Security[, exchangeable for a Definitive Registered Security]]
		[Definitive Registered Securities]
		[Registered Security Closed Period: [Not Applicable] [Applicable]]
		[CREST Securities held in uncertificated registered form]
		NGN Form: [Not Applicable][Applicable]
		Held under the NSS: [Not Applicable] [Applicable]
		CGN Form: [Not Applicable][Applicable]
		CDIs: [Not Applicable][Applicable]
41.	Trade Date:	[]
42.	Taxation Gross Up:	[Applicable][Not Applicable]
43.	Prohibition of Sales to EEA Retail Investors:	[Applicable – see the cover page of these Final Terms] [Not Applicable]
44.	Early Redemption Notice Period Number:	[] [Not Applicable]
45.	Additional Business Centre(s):	[]
46.	Business Day Convention:	[Following] [Modified Following] [Nearest] [Preceding] [Floating Rate]
47.	Determination Agent:	[Barclays Bank PLC] [Barclays Capital Securities Limited] []
48.	Registrar:	[The Bank of New York Mellon SA/NV, Luxembourg Branch] [The Bank of New York Mellon (New York branch)] [] [Not Applicable]
49.	CREST Agent:	[Computershare Investor Services PLC] [] [Address] [Not Applicable]
50.	Transfer Agent:	[The Bank of New York Mellon] [The Bank of New York Mellon SA/NV, Luxembourg Branch] [The Bank of New York Mellon (New York branch)] [] [Not Applicable]
51.	(a) [Names] [and addresses] [of] Manager[s] [and underwriting commitments]:	[Barclays Bank PLC] [Barclays Bank Ireland PLC] [Barclays Capital Inc.] [Barclays Capital Securities Limited] [] [Not Applicable]

	(b)	Date of underwriting agreement:	[] [Not Applicable]
	(c)	Names and addresses of secondary trading intermediaries and main terms of commitment:	[] [Not Applicable]
52.		Governing law:	English law
53.		Relevant Benchmark[s]:	[[specify benchmark] is provided by [administrator legal name]][repeat as necessary]. As at the date hereof, [[administrator legal name] [appears]/[does not appear]][repeat as necessary] in the register of administrators and benchmarks established and maintained by [ESMA pursuant to article 36 of the Benchmark Regulation] []]/[Not Applicable]

[THIRD PARTY INFORMATION

[] has been extracted from []. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by [], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

[Application is expected to be made by the Issuer (or on its behalf) for the Securities to be listed on [the official list] and admitted to trading on the regulated market of the [London Stock Exchange] with effect from [ ]. [Not Applicable] [The Tranche [] Securities were [admitted to trading] on [the London Stock Exchange] [] on or around []]

[The Securities shall not be fungible with the Tranche [] Securities until such time as the Securities are listed and admitted to trading as indicated above.]

[Estimate of total expenses related to admission to trading:] [] [Not Applicable]

2. RATINGS

Ratings: [The Securities have not been individually rated.]

[Standard & Poor's: []]

[Moody's: []]

[Fitch: []]]

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER] 1

[]

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: [] [General funding] [Not Applicable]
(ii) Estimated net proceeds: [] [Not Applicable]
(iii) Estimated total expenses: [] [Not Applicable]
1. YIELD

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

[Not Applicable] [The yield is [] per cent per annum.]

[6.] [HISTORIC INTEREST RATES]

¹ Only include a description of any interests, including conflicting ones, that are material to the issue/offer, detailing the persons involved and the nature of the interest, where such interest is different from that set out in risk factor 18 (Risks associated with conflicts of interest) of the Base Prospectus. Otherwise delete this paragraph 3.

[Details of historic [LIBOR/EURIBOR/EONIA/SONIA/[ ]] rates can be obtained from [Bloomberg Screen []] [Reuters Screen [] Page] [].]

[7.] [PAST AND FUTURE PERFORMANCE OF INFLATION INDEX AND OTHER INFORMATION CONCERNING THE INFLATION INDEX]

[]

[[Bloomberg Screen []] [Reuters Screen [] Page] []: "[]"] [and] []]

[8.] OPERATIONAL INFORMATION

(i) ISIN Code: [] [Temporary ISIN Code:] [] (ii) Common Code: []

[Temporary Common Code:] []

(iii) Relevant Clearing System(s) and the relevant identification number(s): [Clearstream [–identification number [ ]]] [CREST [–identification number [ ]]] [Euroclear [–identification number []]]
(iv) Delivery: Delivery [against/free of] payment.
(v) Name and address of [additional Paying Agent(s) (if any]
(vi) 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 International Central Securities Depositaries ("ICSDs") as common safekeeper [(and registered in the name of a nominee of one of the ICSDs acting as common safekeeper,] [include this text for Registered Securities] and does not necessarily mean that the Notes will be recognized 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.] [include this text if 'yes' selected, in which case the Securities must be issued in NGN Form or be held under the NSS]

[The Securities are CREST Securities]

[] [Not Applicable]

[No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper [(and registered in the name of a nominee of one of the ICSDs acting as common safekeeper,] [include this text for Registered Securities] . Note that this does not necessarily mean that the

Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]]

[9.] [TERMS AND CONDITIONS OF THE OFFER]

9.1 Authorised Offer(s)

(a) Public Offer: [Not Applicable]/[An offer of the Notes may be made, subject to the conditions set out below by the Authorised Offeror(s) (specified in (b) immediately below) other than pursuant to Article 3(2) of the Prospectus Directive in the Public Offer Jurisdiction(s) (specified in (c) immediately below) (and/or, if the offer is made or continuing after 20 July 2019, Article 1(4) of the Prospectus Regulation) during the Offer Period (specified in (d) immediately below) subject to the conditions set out in the Base Prospectus and in (e) immediately below]

(b) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place (together the "Authorised Offeror(s)"):

Each financial intermediary specified in (i) and (ii) below:

(i) Specific consent: [[ ] (the "Initial Authorised Offeror(s)")] [and each financial intermediary expressly named as an Authorised Offeror on the Issuer's website (https://home.barclays/investorrelations/fixed-incomeinvestors/prospectus-anddocuments/structured-securitiesfinal-terms)]; and
(ii) General consent: [Not Applicable]/ [Applicable: each financial intermediary which (A) is authorised to make such offers under Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended from time to time and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union), "MiFID"), including under any applicable implementing measure in each relevant

jurisdiction, and (B) accepts such offer by publishing on its website the Acceptance Statement]

(c) Jurisdiction(s) where the offer may take place (together, the "Public Offer Jurisdictions(s)"):
(d) Offer period for which use of the Base Prospectus is authorised by the Authorised Offeror(s):
(e) Other conditions for use of the Base Prospectus by the Authorised Offeror(s):

9.2 Other terms and conditions of the offer

(b) Total amount of offer: [] [Not Applicable]

(c) Conditions to which the offer is subject:
(d) Time period, including any possible amendments, during which the offer will be open and description of the application process:
(e) Description of the application process:
(f) Details of the minimum and/or maximum amount of application:
(g) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
(h) Details of method and time limits for paying up and delivering the Securities:
(i) Manner in and date on which results of the offer are to be made public:
(j) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
(k) Whether tranche(s) have been reserved for certain countries:
(l) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:

The United Kingdom

[] [Not Applicable]

[ ] [[ ], in relation to those Authorised Offeror(s) specified in (b)(ii) above only] [Not Applicable]

(a) Offer Price: [The Issue Price][[]% of the Issue Price] [Not Applicable]

[] [Not Applicable]
[] [Not Applicable]
[] [Not Applicable]
[] [Not Applicable]
[] [Not Applicable]
[] [Not Applicable]
- [] [Not Applicable]
- [] [Not Applicable]
- [] [Not Applicable]
- [] [Not Applicable]
(m) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
(n) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
[] [Not Applicable]
[] [Not Applicable]

[SUMMARY]

(Issuer to annex form of issue-specific summary to the Final Terms)

CLEARANCE AND SETTLEMENT

Book-Entry Ownership

Bearer Securities

The Issuer may make applications to Euroclear and/or Clearstream for acceptance in their respective book-entry systems in respect of any Series of Bearer Securities. In respect of Bearer Securities, a Temporary Global Security and/or a Permanent Global Security in bearer form without Coupons may be deposited with a common depositary for Euroclear and/or Clearstream or an alternative clearing system as agreed between the Issuer and the Managers. Transfers of interests in such Temporary Global Securities or Permanent Global Securities will be made in accordance with the normal Euromarket debt securities operating procedures of Euroclear and Clearstream or, if appropriate, the alternative clearing system.

Registered Securities

The Issuer may make applications to Euroclear and/or Clearstream for acceptance in their respective book-entry systems in respect of the Securities to be represented by a Global Security. Each Global Security deposited with a common depositary for, and registered in the name of, a nominee of Euroclear and/or Clearstream will have an ISIN and a Common Code.

All Registered Securities will initially be in the form of Global Securities. Definitive Securities will only be available, in the case of Securities initially represented by a Global Security, in amounts or numbers specified in the Final Terms.

Transfers of Registered Securities

Transfers of interests in Global Securities within Euroclear and Clearstream will be in accordance with the usual rules and operating procedures of the relevant clearing system.

Beneficial interests in a Global Security may only be held through Euroclear or Clearstream.

For a further description of restrictions on transfer of Registered Securities, see 'Transfer Restrictions for Registered Securities'.

Definitive Securities

Registration of title to Registered Securities in a name other than a common depositary or its nominee for Clearstream and Euroclear will be permitted only in the circumstances set out in General Condition 1 (Form, title and transfer). In such circumstances, the Issuer will cause sufficient individual Securities to be executed and delivered to the Registrar for completion, authentication and despatch to the relevant Holder(s). A person having an interest in a Global Security must provide the Registrar with a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver such Definitive Securities.

GENERAL INFORMATION APPLICABLE TO CREST SECURITIES AND CDIS

CREST Securities

CREST Securities may be issued and held in uncertificated registered form in accordance with the Uncertificated Regulations and, as such, are dematerialised and not constituted by any physical document of title. Securities which are CREST Securities shall be specified as such in the Final Terms.

CREST Securities issued pursuant to the Programme will be cleared through CREST and are participating securities for the purposes of the Uncertificated Regulations. The Operator is in charge of maintaining the Operator register of corporate securities. Title to the CREST Securities is recorded and will pass on registration in the Operator register of corporate securities. As at the date of this Base Prospectus, the relevant Operator for the purposes of the Uncertificated Regulations is Euroclear UK & Ireland Limited.

The address of Euroclear UK & Ireland Limited is 33 Cannon Street, London EC4M 5SB, United Kingdom.

CDI Securities

Investors may hold indirect interests in Cleared Securities issued pursuant to the Programme by holding CDIs through CREST. CDIs represent indirect interests in the Underlying Securities to which they relate and holders of CDIs will not be the legal owners of the Underlying Securities.

CDIs may be issued by the CREST Depository and held through CREST in dematerialised uncertificated form in accordance with the CREST Deed Poll. CDIs in respect of Underlying Securities will be constituted and issued to investors pursuant to the terms of the CREST Deed Poll.

Following their delivery into Euroclear (directly or through another clearing system using bridging arrangements with Euroclear), interests in Underlying Securities may be delivered, held and settled in CREST by means of the creation of dematerialised CDIs representing the interests in the relevant Underlying Securities. Interests in the Underlying Securities will be credited to the CREST nominee's account with Euroclear and the CREST nominee will hold such interests as nominee for the CREST Depository which will issue CDIs to the relevant CREST participants.

Each CDI will be treated as one Underlying Security, for the purposes of determining all rights and obligations and all amounts payable in respect thereof. The CREST Depository will pass on to holders of CDIs any interest or other amounts received by it as holder of the Underlying Securities on trust for such CDI holder. CDI holders will also be able to receive from the CREST Depository notices of meetings of holders of Underlying Securities and other relevant notices issued by the Issuer.

Transfers of interests in Underlying Securities by a CREST participant to a participant of Euroclear or another Relevant Clearing System will be effected by cancellation of the CDIs and transfer of an interest in such Securities underlying the CDIs to the account of the relevant participant with Euroclear or such other Relevant Clearing System. The CDIs will have the same securities identification number as the ISIN of the Underlying Securities and will not require a separate listing on the Official List of the FCA.

The rights of the holders of CDIs will be governed by the arrangements between CREST, the Relevant Clearing System and the Issuer, including the CREST Deed Poll (in the form contained in Chapter 3 of the CREST International Manual (which forms part of the CREST Manual)) executed by the CREST Depository. These rights may be different from those of Holders of Securities which are not represented by CDIs.

The attention of investors in CDIs is drawn to the terms of the CREST Deed Poll, the CREST Manual and the CREST Rules, copies of which are available from Euroclear UK & Ireland Limited at 33 Cannon Street, London EC4M 5SB or by calling +44 20 7849 0000 or from the Euroclear UK & Ireland Limited website at www.euroclear.com/site/public/EUI.

TAXATION

Contents of the Taxation Section:

1	General Taxation Information	272
2	United Kingdom taxation	272
3	United States taxation of non-US Holders	275

1. General Taxation Information

The information provided below does not purport to be a complete overview of tax law and practice currently applicable to the Securities. Transactions involving Securities (including purchases, transfers and/or redemptions), the accrual or receipt of any interest or premium payable on the Securities and the death of a Holder of any Security may have tax consequences for investors which may depend, among other things, upon the tax residence and/or status of the investor. Investors are therefore advised to consult their own tax advisers as to the tax consequences of transactions involving Securities and the effect of any tax laws in any jurisdiction in which they may be tax resident or otherwise liable to tax. In particular, no representation is made as to the manner in which payments under the Securities would be characterised by any relevant taxing authority.

The following overviews do not consider the tax treatment of payments in respect of Underlying Assets. The taxation provisions applicable to such items may be different (and in some cases significantly different) from those described in the overview below.

Purchasers and/or sellers of Securities may be required to pay stamp taxes and other charges in addition to the issue price or purchase price (if different) of the Securities and in connection with the transfer or delivery of any Underlying Asset.

Investors are referred to General Condition 4.6 (Taxes, Settlement Expenses and conditions to settlement).

Terms defined in the sections below are defined for the purpose of the relevant section only.

2. United Kingdom taxation

The comments below are of a general nature based on current United Kingdom tax law and HM Revenue & Customs ("HMRC") published practice and are an overview of the understanding of the Issuer of current law and practice in the United Kingdom relating only to certain aspects of United Kingdom taxation. They are not intended to be exhaustive. They relate only to persons who are the beneficial owners of Securities and do not apply to certain classes of taxpayers (such as persons carrying on a trade of dealing in Securities, certain professional investors and persons connected with the Issuer) to whom special rules may apply.

Investors who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

2.1 Withholding tax

(a) Payments of interest by the Issuer only

The Issuer, provided that it continues to be a bank within the meaning of section 991 of the Income Tax Act 2007 (the "Act"), and provided that the interest on Securities is paid in the ordinary course of its business within the meaning of section 878 of the Act, will be entitled to make payments of interest without withholding or deduction for or on account of United Kingdom tax.

(b) Payments of interest in respect of Securities which are listed on a recognised stock exchange

Payments of interest under Securities may be made without withholding or deduction for or on account of United Kingdom tax if they constitute 'quoted Eurobonds'. Securities will constitute quoted Eurobonds, provided that such Securities carry a right to interest, and are and remain either:

(i) listed on a 'recognised stock exchange' (designated as such by HMRC), as defined in section 1005 of the Act. The London Stock Exchange is a recognised stock exchange. Securities will satisfy this requirement if they are admitted to trading on the relevant recognised stock exchange, and are (in the case of the UK) included in the Official List of the FCA or (in a country outside the UK where there is a recognised stock exchange) are officially listed in accordance with provisions corresponding to those generally applicable in EEA states; or
(ii) admitted to trading on a multilateral trading facility (as defined by Article 4.1.22 of Directive 2014/65/EU) operated by an EEA-regulated recognised stock exchange. A recognised stock exchange (designated as such by HMRC) regulated in an EEA state will be an 'EEA-regulated recognised stock exchange'.

Provided, therefore, that Securities are and remain so listed, interest on such Securities will be payable without withholding or deduction for or on account of United Kingdom tax whether or not the Issuer carries on a banking business in the United Kingdom and whether or not the interest is paid in the ordinary course of its business.

(c) Payments of interest to certain Holders

Interest on Securities may also be paid without withholding or deduction for or on account of United Kingdom tax where, at the time the payment is made, the Issuer reasonably believes that either:

(i) the person beneficially entitled to the interest payable on such Securities is within the charge to United Kingdom corporation tax as regards the payment of such interest; or
(ii) the payment is made to one of the classes of exempt bodies or persons set out in section 936 of the Act,

provided that HMRC has not given a direction (in circumstances where it has reasonable grounds to believe that such payment of interest will not be an 'excepted payment' at the time the payment is made) that the interest should be paid under deduction of tax.

(d) Securities with a maturity of less than 365 calendar days

Interest on Securities having a maturity of less than one year from the date of issue and which are not issued under arrangements, the effect of which is to render such Securities part of a borrowing with a total term of a year or more, may also be paid without deduction for or on account of United Kingdom income tax.

(e) Qualifying private placement

Additionally, certain holders of unlisted Securities might be able to benefit (assuming all the relevant conditions have been met) from the United Kingdom's qualifying private placement regime to ensure that there is no United Kingdom tax withheld on payments of interest on such unlisted Securities.

(f) Other withholdings

In other cases, an amount may have to be withheld from payments of interest on Securities for or on account of United Kingdom income tax at the basic rate, subject to the availability of other exemptions or reliefs or to any direction to the contrary from HMRC in respect of such relief as may be available under an applicable double taxation treaty.

In addition, an amount for or on account of United Kingdom income tax at the basic rate may have to be withheld on payments on Securities where such payments do not constitute interest for United Kingdom tax purposes but instead constitute either annual payments subject to the availability of exemptions (which will differ from those set out above) or reliefs or subject to any direction to the contrary from HMRC in respect of such relief as may be available under an applicable double taxation treaty.

(g) Interpretation

The references to 'interest' above mean 'interest' as understood in United Kingdom tax law and in particular any premium element of the redemption amount of any Securities redeemable at a premium may constitute a payment of interest subject to the withholding tax provisions discussed above. In certain cases, the same could be true for amounts of discount where Securities are issued at a discount. The statements above do not take any account of any different definitions of 'interest' or 'principal' which may prevail under any other law or which may be created by the terms and conditions of the Securities or any related documentation

2.2 United Kingdom Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

(a) Issue

No UK stamp duty or SDRT should generally be payable on the issue of Securities save that SDRT at 1.5% may be payable on an issue of Securities where all three of the conditions in (i), (ii) and (iii) below are met:

(i) the Securities do not constitute exempt loan capital (see below);
(ii) the Securities are not covered by article 5(2) of the capital duties directive (Council Directive 2008/7/EC); and
(iii) the Securities are issued to an issuer of depository receipts or a clearance service (or their nominees).

Securities will constitute 'exempt loan capital' if the Securities constitute 'loan capital' (as defined in section 78 Finance Act 1986) and do not carry (and in the case of (ii)-(iv) below have never carried) any one of the following four rights:

(i) a right for the Holder of the securities to opt for conversion into shares or other securities or to acquire shares or other securities, including loan capital of the same description;
(ii) a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital;
(iii) a right to interest the amount of which falls or has fallen to be determined to any extent by reference to the results of, or of any part of, a business or to the value of any property; or
(iv) a right on repayment to an amount which exceeds the nominal amount of the capital and is not reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital listed in the Official List of the London Stock Exchange.

(b) Transfer of Securities

Transfers of interests in Securities held through a clearance service do not attract UK stamp duty or SDRT provided that no section 97A election has been made.

Where Securities do not comprise exempt loan capital and are not held through a clearance service, then:

(i) agreements to transfer such Securities may attract SDRT at 0.5 per cent. of the chargeable consideration; and
(ii) stamp duty at 0.5 per cent. may also arise in respect of any document transferring any such Securities.

However, where a liability to stamp duty is paid within six years of a liability to SDRT arising the liability to SDRT will be cancelled or repaid as appropriate.

(c) Redemption or Settlement of Securities

If the Securities are capable of physical settlement then stamp duty at 0.5 per cent. may arise on physical settlement of Securities in certain cases. Where such stamp duty is payable, it may be charged at the higher rate of 1.5 per cent. if settlement is by the transfer of the relevant property to a depositary receipts system or clearance service.

(d) Clearance services

For these purposes, the clearing systems run by Euroclear Bank and Clearstream Luxembourg constitute a 'clearance service' however the CREST system run by Euroclear UK & Ireland does not.

3. United States taxation of non-US Holders

The following is an overview of certain of the material US federal income tax consequences of the acquisition, ownership and disposition of Securities by a non-US Holder that has no connection with the United States other than owning Securities. For purposes of this section, a "non-US Holder" is a beneficial owner of Securities that is: (i) a non-resident alien individual for US federal income tax purposes; (ii) a foreign corporation for US federal income tax purposes; or (iii) an estate or trust the income of which is not subject to US federal income tax on a net income basis. If the investor is not a non-US Holder, he/she should consult his/her tax adviser with regard to the US federal income tax treatment of an investment in Securities. In addition, this section does not apply to Securities that have a term of 30 years or more or that have no term.

This overview is based on interpretations of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations issued thereunder, and rulings and decisions currently in effect (or in some cases proposed), all of which are subject to change. Any of those changes may be applied retroactively and may adversely affect the US federal income tax consequences described herein. Investors considering the purchase of Securities should consult their own tax advisers concerning the application of US federal income tax laws to their particular situations as well as any consequences of the purchase, beneficial ownership and disposition of Securities arising under the laws of any other taxing jurisdiction.

INVESTORS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE US FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF SECURITIES.

3.1 US federal tax treatment of non-US Holders

In general and subject to the discussion in the following paragraphs, payments on the Securities to a non-US Holder that has no connection with the United States other than holding Securities and gain realised on the sale, exchange, redemption or other disposition of the Securities by a non-US Holder generally will not be subject to US federal income or withholding tax, provided the non-US Holder complies with any applicable tax identification and certification requirements.

It is possible that Securities that do not guarantee a return of principal ("Non-Principal-Protected Securities") could be treated as forward or derivative contracts for US federal income tax purposes. The Internal Revenue Service ("IRS") released a notice in 2007 that may affect the taxation of non-US Holders of Non-Principal-Protected Securities. According to the notice, the IRS and the Treasury Department are actively considering whether, among other issues, the Holder of instruments such as Non-Principal-Protected Securities should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, non-US Holders of such Securities will ultimately be required to accrue income currently and that non-US Holders of such Securities could be subject to withholding tax on deemed income accruals and/or other payments made in respect of such Securities. In addition, alternative treatments of Non-Principal-Protected Securities are possible under US federal income tax law. Under one such alternative characterisation, it is possible that an investor could be treated as owning the Underlying Asset of such Securities.

Although unlikely, the IRS might seek to treat Securities that do guarantee a return of principal as units comprised of two (or more) financial instruments, one of which would be taxed as if it were a Non-Principal Protected Security in which case the concerns described in the immediately preceding paragraph might apply.

3.2 Foreign account tax compliance withholding

Under FATCA (as defined below) the Issuer (and any intermediary in the chain of payment) may require each Holder of a Security to provide certifications and identifying information about itself and certain of its owners. The failure to provide such information, or the failure of certain non-US financial institutions to comply with FATCA, may compel the Issuer (or an intermediary) to withhold a 30 per cent tax on payments (including redemption payments and gross proceeds) to such Holders and neither the Issuer nor any other person will pay any additional amounts with respect to such withholding. Any such withholding would not begin earlier than the date that is two years after the date on which final U.S. Treasury regulations defining "foreign passthru payments" are published, except in the case of US-source payments, which are currently subject to FATCA withholding. Generally payments on the Securities are not expected to be US-source payments (although there can be no assurance the IRS will not seek to treat payments on the Securities as US-source). "FATCA" means sections 1471 through 1474 of the Code, any final current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code, or any US or non-US fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code.

No gross up

The Issuer will not make any additional payments to Holders of Securities to compensate them for any taxes withheld in respect of FATCA or any US withholding tax.

PURCHASE AND SALE

Pursuant to the Master Subscription Agreement dated 6 June 2018 (as supplemented by the First Supplemental Master Subscription Agreement dated 28 January 2019, and as further supplemented and/or restated or replaced from time to time, the "Master Subscription Agreement"), each Manager (being, at the date of this Base Prospectus, each of Barclays Bank PLC, Barclays Bank Ireland PLC, Barclays Capital Inc. and Barclays Capital Securities Limited in their respective capacities as a Manager under the Programme and in relation to any Securities where specified to be the Manager in the Final Terms) has agreed with the Issuer the basis on which it may from time to time agree to purchase Securities. Any such agreement will extend to those matters stated under 'Summary' and 'Terms and Conditions of the Securities'. In the Master Subscription Agreement, the Issuer has agreed to reimburse the relevant Manager for certain of its expenses in connection with the Securities issued pursuant to the Programme.

No representation is made that any action has been or will be taken by the Issuer or the Managers in any jurisdiction that would permit a public offering of any of the Securities or possession or distribution of the Base Prospectus or any other offering material or any Final Terms in relation to any Securities in any country or jurisdiction where action for that purpose is required (other than actions by the Issuer to meet the requirements of the Prospectus Directive (until such time as the Prospectus Directive and any relevant implementing measures in the United Kingdom are repealed) and (from 21 July 2019) the Prospectus Regulation for offerings contemplated in this Base Prospectus and/or the Final Terms). No offers, sales, resales or deliveries of any Securities, or distribution of any offering material relating to any Securities, may be made in or from any jurisdiction and/or to any individual or entity except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Issuer and/or the Managers.

Subject to the restrictions and conditions set out in this Base Prospectus, the categories of potential investors to which the Securities are intended to be offered are retail and institutional investors in the United Kingdom.

Selling Restrictions

Australia

The Base Prospectus has not been, and no prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia (the "Corporations Act")) in relation to the Programme or the Securities has been or will be, lodged with the Australian Securities and Investments Commission ("ASIC").

Each dealer has represented and agreed, and each further dealer appointed under the Programme will be required to represent and agree, that unless the relevant Final Terms (or another supplement to this Base Prospectus) otherwise provides, it:

(a) has not made or invited, and will not make or invite, an offer of the Securities for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and
(b) has not distributed or published, and will not distribute or publish, any base prospectus, information memorandum or any other offering material or advertisement relating to any Securities in Australia,

unless:

(i) the aggregate consideration payable by each offeree is at least A\$500,000 (or its equivalent in an alternate currency, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act;
(ii) the offer or invitation does not constitute an offer to a 'retail client' as defined for the purposes of section 761G of the Corporations Act;
(iii) such action complies with any other applicable laws, regulations or directives in Australia; and

(iv) such action does not require any document to be lodged with ASIC.

Brazil

The Securities have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or the 'CVM'). The Securities may not be offered or sold in Brazil, except in circumstances that do not constitute a public offering or unauthorised distribution of securities in Brazil or an undue solicitation of investors under Brazilian laws and regulations. Any documents or other materials relating to any offering of the Securities, as well as the information contained herein, may not be supplied in Brazil as part of any public offering, unauthorised distribution or undue solicitation of investors, and may not be used in connection with any offer for subscription, sale, unauthorised distribution of the Securities or undue solicitation of investors in Brazil.

European Economic Area

If the Final Terms in respect of the Securities specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", in relation to each Member State of the European Economic Area (including, for this purpose, the United Kingdom), each Manager has represented and agreed, and each further Manager appointed pursuant to the Programme will be required to represent and agree, that it has not made and will not make an offer of Securities which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to the public in that Member State except that it may make an offer of such Securities may be made to the public in that Member State:

(a) if the Issuer expressly specifies that an offer of those Securities may be made other than pursuant to Article 3(2) of the Prospectus Directive and (from 21 July 2019) Article 1(4) of the Prospectus Regulation in that Member State (a "Public Offer"), following the date of publication of a prospectus in relation to such Securities which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, provided that any such prospectus has subsequently been completed by the Final Terms contemplating such Public Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or Final Terms, as applicable, and the Issuer has consented in writing to its use for the purpose of that Public Offer;
(b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(c) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Manager or Managers nominated by the Issuer for any such offer; or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive and (from 21 July 2019) Article 1(4) of the Prospectus Regulation,

provided that no such offer of Securities referred to in (b) to (d) above shall require the Issuer or any Manager to publish a prospectus or a supplement to a prospectus pursuant to, respectively, Article 3 and Article 16 of the Prospectus Directive and (from 21 July 2019) Article 3(1) and Article 23 of the Prospectus Regulation.

For the purposes of this section 'European Economic Area', the expression 'an offer of Securities to the public' in relation to any Securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe Securities (i) until the Prospectus Directive and any relevant implementing measures in a relevant member state are repealed, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State (and the expression "Prospectus Directive" means Directive 2003/71/EC of the European Parliament and of the Council as amended or superseded from time to time, including by Directive 2010/73/EU of the European Parliament and of the Council and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union, and includes any relevant implementing measure in the Member State) and (ii) from 21 July 2019, as set out in the Prospectus Regulation (and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended or superseded from time to time).

Each Manager has represented and agreed, and each further Manager appointed under this Programme will be required to represent and agree, in relation to any offering of Securities for which Directive 2014/65/EU (as amended from time to time and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union), "MiFID") applies, any commission or fee received from the Issuer complies with the applicable rules set out in MiFID.

Prohibition of sales to EEA Retail Investors

Unless the Final Terms in respect of the Securities specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Manager has represented and agreed, and each further manager appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any EEA Retail Investor. For the purposes of this provision:

(a) the expression "EEA Retail Investor" means a person in the European Economic Area who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded from time to time and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union, "MiFID"); or
(ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union, the "Insurance Mediation Directive") where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID; or
(iii) not a qualified investor as defined in the Prospectus Directive; and
(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities.

France

This Base Prospectus has not been approved by the Autorité des marchés financiers.

Each Manager and the relevant Issuer has represented and agreed, and each further Manager appointed under the Programme will be required to represent and agree, that:

(a) it has only made and will only make an offer of Securities to the public (offre au public) in France or an admission of Securities to trading on a regulated market in France in the period beginning (i) when a prospectus in relation to those Securities has been approved by the Autorité des marchés financiers on the date of its publication, or (ii) when a prospectus in relation to those Securities has been approved by the competent authority of another Member State of the European Economic Area, on the date of notification of such approval to the Autorité des marchés financiers, and ending at the latest on the date which is 12 months after the date of approval of the prospectus, all in accordance with articles L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier and the relevant provisions of the Réglement général of the Autorité des marchés financiers and when formalities required by French laws and regulations have been carried out; or

(b) it has only made and it will only make an offer of Securities to the public in France or an admission of Securities to trading on a regulated market in France in circumstances which do not require the publication by the offeror of a prospectus pursuant to the French Code monétaire et financier and the Réglement général of the Autorité des marchés financiers; and
(c) otherwise, it has not offered or sold and will not offer or sell, directly or indirectly, any Securities to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, the relevant Final Terms or any other offering material relating to the Securities, and that such offers, sales and distributions have been and will be made in France only to (a) persons providing the investment service of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) acting for their own account (other than individuals), all as defined in, and in accordance with, articles L. 411-2 and D. 411-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier. The direct or indirect resale of Securities to the public in France may be made only as provided by, and in accordance with, articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier.

In addition, each Manager and the relevant Issuer has represented and agreed, and each further Manager appointed under the Programme will be required to represent and agree, that it has not distributed or caused to be distributed and will not distribute or cause to be distributed in France, this Base Prospectus, the relevant Final Terms or any other offering material relating to the Securities other than to investors to whom offers and sales of Securities in France may be made as described above.

Hong Kong

No advertisement, invitation or document relating to the Securities may be issued, or may be in the possession of any person for the purpose of issue, (in each case whether in Hong Kong or elsewhere), if such advertisement, invitation or document is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside of Hong Kong or only to 'professional investors' within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong, the "SFO") and any rules made thereunder.

In addition, in respect of Securities which are not a 'structured product' as defined in the SFO, the Securities may not be offered or sold in Hong Kong by means of any document other than: (i) to 'professional investors' within the meaning of the SFO and any rules made thereunder; or (ii) in other circumstances which do not result in the document being a 'prospectus' within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32, Laws of Hong Kong, the "CO") or which do not constitute an offer to the public within the meaning of the CO.

Ireland

Each Manager has represented, warranted and agreed that (and each further Manager appointed under the Programme will be required to represent, warrant and agree that) it has not offered, sold, placed or underwritten and will not offer, sell, place or underwrite the Securities, or do anything in Ireland in respect of the Securities, otherwise than in conformity with the provisions of:

(a) the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) and any Central Bank of Ireland ("Central Bank") rules issued and/or in force pursuant to section 1363 of the Irish Companies Act 2014 as amended;
(b) the Irish Companies Act 2014 as amended;
(c) the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) and it will conduct itself in accordance with any rules or codes of conduct and any conditions or requirements, or any other enactment, imposed or approved by the Central Bank of Ireland;
(d) Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, the European Union Market Abuse Regulations 2016 and any Central Bank rules issued and/or in force pursuant to section 1370 of the Irish Companies Act 2014;
(e) Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance based investment products (the "PRIIPs Regulation"); and
(f) the Central Bank Acts 1942 to 2015 (as amended) and any codes of conduct rules made under section 117(1) of the Central Bank Act 1989.

Italy

In addition to the requirements set out under 'European Economic Area' above, any offer, sale or delivery of the Securities or distribution of copies of the Base Prospectus or any other document relating to the Securities in the Republic of Italy must be:

(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act"), CONSOB Regulation 15 February 2018, No. 20307 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended (the "Italian Banking Act");
(b) in compliance with Article 129 of the Italian Banking Act and the implementing guidelines of the Bank of Italy which have been issued on the 25 of August 2015 and will come into force from the 1 of October 2016, as amended from time to time, pursuant to which the Bank of Italy requests periodic information on the issue or the offer of securities in the Republic of Italy to be provided by uploading such information on the Infostat platform of the Bank of Italy; and
(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or any other Italian authority.

Please note that in accordance with Article 100–bis of the Italian Financial Services Act, where no exemption from the rules on public offerings applies, Securities which are initially offered and placed in Italy or abroad to qualified investors only but in the following year are continuously (sistematicamente) distributed on the secondary market in Italy become subject to the public offer and the prospectus requirement rules provided under the Italian Financial Services Act and CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time. Failure to comply with such rules may result in the sale of such Securities being declared null and void and in the liability of the intermediary transferring the financial instruments for any damages suffered by the investors.

Japan

The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended, the "FIEA") and, accordingly, each dealer has agreed and each further dealer to be appointed under the Programme will be required to agree that it will not offer or sell any Securities, directly or indirectly, in Japan, or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Korea

Each Manager has represented, warranted and agreed, and any additional Manager or Holder of Securities named in the Final Terms will be required to represent, warrant and agree, that the Securities have not been and will not be registered under the Financial Investment Services and Capital Markets Act of the Republic of Korea and that the Securities have not been and will not be offered, delivered or sold directly or indirectly in Korea or to any resident of Korea (as defined under the Foreign Exchange Transaction Law of Korea and the regulations thereunder) or to others for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea, except as otherwise permitted under the applicable laws and regulations of Korea. Furthermore, a Holder of Securities is prohibited from offering, delivering or selling any Securities, directly or indirectly, in Korea or to any Korean resident except as otherwise permitted under Korean laws and regulations. Each Manager has undertaken, and any additional Manager named in the Final Terms will be required to undertake, to ensure that any investor to which it sells Securities confirms that it is purchasing such Securities as principal and agrees with such Manager that it will comply with the restrictions described above.

Mainland China

The Securities may not be offered or sold or delivered, or offered or sold or delivered to any person for reoffering or resale or redelivery, in any such case directly or indirectly: (a) by means of any advertisement, invitation, document or activity which is directed at, or the contents of which are likely to be accessed or read by, the public in the PRC, excluding Hong Kong, Taiwan and Macau ("Mainland China"); or (b) to any person within Mainland China other than as permitted by and in full compliance with the relevant laws and regulations of Mainland China, including but not limited to the Mainland China Securities Law, the Company Law and/or the Administrative Rules Governing Derivatives Activities of Financial Institutions (as amended from time to time). The Issuer does not represent that the Base Prospectus may be lawfully distributed, or that any Securities may be lawfully offered, in compliance with any applicable registration or other requirements in Mainland China, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. Neither the Base Prospectus nor any material or information contained or incorporated by reference therein relating to the Programme, which has not been and will not be submitted to or approved/verified by or registered with the China Securities Regulatory Commission or other relevant governmental authorities in Mainland China, constitutes an offer or solicitation of an offer to subscribe, purchase or sell the Securities in Mainland China or may be supplied to the public in Mainland China or used in connection with any offer for the subscription, purchase or sale of the Securities other than in compliance with the aforesaid in Mainland China.

Mexico

The Securities have not been, and will not be, registered with the National Securities Registry maintained by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and, therefore, the Securities may not be publicly offered or sold nor be the subject of intermediation in Mexico, publicly or otherwise, except that the Securities may be offered in Mexico to institutional and qualified investors pursuant to the private placement exception set out in Article 8 of the Mexican Securities Market Law.

The Netherlands

(a) Specific Dutch selling restriction for exempt offers: Each Manager has represented and agreed and each further Manager appointed under the Programme will be required to represent and agree that it will not make an offer of Securities which are the subject of the offering contemplated by this Base Prospectus as completed by the issue terms or securities note in relation thereto to the public in the Netherlands in reliance on Article 3(2) of the Prospectus Directive unless:
(i) (such offer is made exclusively to persons or legal entities which are qualified investors (as defined in the Dutch Financial Supervision Act (Wet op het financieel toezicht, the "FSA") and which includes authorised discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands; or
(ii) standard exemption logo and wording are disclosed as required by article 5:20(5) of the FSA; or
(iii) such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable,

provided that no such offer of Securities shall require any Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expressions (i) an 'offer of Securities to the public' in relation to any Securities in the Netherlands and (ii) 'Prospectus Directive', have the meaning given to them above in the paragraph entitled 'European Economic Area'.

(b) Regulatory capacity to offer Securities in the Netherlands: Each Manager under the Programme, and each further Manager appointed under the Programme, that did not and does not have the requisite Dutch regulatory capacity to make offers or sales of financial instruments in the Netherlands has represented and agreed or, in the case of further Managers, will be required to represent and agree with the Issuer that it has not offered or sold and will not offer or sell any of the Securities of the Issuer in the Netherlands, other than through one or more investment firms acting as principals and having the Dutch regulatory capacity to make such offers or sales.
(c) Compliance with Dutch Savings Certificate Act: In addition and without prejudice to the relevant restrictions set out under 'European Economic Area' above, Zero Coupon Securities (as defined below) in definitive form may only be transferred and accepted, directly or indirectly, within, from or into the Netherlands through the mediation of either the Issuer or a member firm of Euronext Amsterdam N.V., admitted in a function on one or more markets or systems held or operated by Euronext Amsterdam N.V., in accordance with the Dutch Savings Certificates Act (Wet inzake spaarbewijzen) of 21 May 1985 (as amended).

No such mediation is required in respect of: (i) the transfer and acceptance of rights representing an interest in a Zero Coupon Security in global form; (ii) the initial issue of Zero Coupon Securities in definitive form to the first Holders thereof; (iii) the transfer and acceptance of Zero Coupon Securities in definitive form between individuals not acting in the conduct of a business or profession; or (iv) the transfer and acceptance of such Zero Coupon Securities within, from or into the Netherlands if all Zero Coupon Securities (either in definitive form or as rights representing an interest in a Zero Coupon Security in global form) of any particular Series or Tranche of Securities are issued outside the Netherlands and are not distributed into the Netherlands in the course of initial distribution or immediately thereafter. In the event that the Savings Certificates Act applies, certain identification requirements in relation to the issue and transfer of, and payments on, Zero Coupon Securities have to be complied with.

As used herein 'Zero Coupon Securities' are Securities that are in bearer form and that constitute a claim for a fixed sum against the Issuer and on which interest does not become due during their tenor or on which no interest is due whatsoever.

Portugal

Each Manager has represented and agreed, and each further Manager appointed pursuant to the Programme will be required to represent and agree, that the Securities may not be and will not be offered to the public in Portugal under circumstances which are deemed to be a public offering (oferta pública) under the Portuguese Securities Code (Código dos Valores Mobiliários) approved by Decree-Law 486/99, of 13 November 1999 (as amended and restated from time to time), unless (i) the requirements and provisions applicable to public offerings in Portugal are met, (ii) the relevant registration, filing, approval or recognition with or by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários, the "CMVM") is made or obtained and (iii) compliance with all laws and regulations applicable in Portugal to such offering is ensured.

Each Manager has also represented and agreed, and each further Manager appointed pursuant to the Programme will be required to represent and agree, that the Securities may not be and will not be offered to retail investors (as defined in Regulation (EU) No 1286/2014 (the "PRIIPs Regulation")) in Portugal unless (i) the Final Terms specify the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", (ii) any key information document required under the PRIIPs Regulation, the PRIIPs legal framework approved by Decree-Law 35/2018 and the CMVM Regulation 8/2008 (collectively the "PRIIPs Rules") is prepared and delivered to the investors, (iii) any required registration, filing, approval or recognition of such document or any advertising material with or by the CMVM is made or obtained and (iv) compliance with all laws and regulations applicable in Portugal to such offering is ensured.

In addition, each Manager has represented and agreed, and each further Manager appointed pursuant to the Programme will be required to represent and agree, that:

(a) it has not, directly or indirectly, distributed, made available or caused to be distributed this Base Prospectus and/or any related offering or advertising material or otherwise offered, advertised, marketed, invited to subscribe, gathered investment intentions, sold, re-sold, reoffered or delivered any Securities in Portugal and/or towards any individuals or entities resident in Portugal or having a permanent establishment located in Portuguese territory ("Portuguese Investors"); and
(b) it will not, directly or indirectly, take any of the actions mentioned in (a) in the future,

other than in compliance with all applicable provisions of the Portuguese Securities Code (Código dos Valores Mobiliários), the Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras), Regulation (EC) No 809/2004 of 29 April 2004 (as amended from time to time), the PRIIPs Rules and any applicable CMVM regulations and all other Portuguese securities laws and regulations which, in any such case, may be applicable to any offer or sale of Securities in Portugal and/or to any Portuguese Investors.

Russian Federation

Each Manager is required to represent, warrant and agree (and each additional Manager named in a Final Terms will be required to represent and agree) that it has not offered or sold or transferred or otherwise disposed of, and will not offer, transfer or sell, any Securities as part of their initial distribution or at any time thereafter to or for the benefit of any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation or to any person located within the territory of the Russian Federation, unless and to the extent otherwise permitted by Russian law; it being understood and agreed that the Managers may distribute the Base Prospectus to persons in the Russian Federation in a manner that does not constitute offering, including by advertisement (as defined in Russian law) of Securities, to an unlimited circle of persons, or to persons that are not 'qualified investors' (as defined in Russian law), and may sell Securities to persons in the Russian Federation in a manner that does not constitute 'placement' or 'public circulation' of the Securities in the Russian Federation (as defined in Russian law) or by any other means to the extent permitted by Russian law.

Singapore

This Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Base Prospectus and any other document or material (without limitation, including the Final Terms) in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, as modified or amended from time to time (the "SFA")), pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Securities pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law; or
(4) as specified in Section 276(7) of the SFA.

South Africa

The Securities may not be offered for sale or subscription, directly or indirectly, within the Republic of South Africa or to any person or corporate or other entity resident in the Republic of South Africa except (a) in accordance with the exchange control regulations of the Republic of South Africa and the South African Companies Act 2008, the South African Banks Act 1990 and any other applicable laws and regulations of the Republic of South Africa in force from time to time, and (b) to any entity resident or within the Republic of South Africa in accordance with the Commercial Paper Regulations and the Financial Advisory and Intermediary Services Act 2002.

Switzerland

The Securities may not be publicly distributed in Switzerland. This Base Prospectus shall not be dispatched, copied to or otherwise made available to, and the Securities may not be offered for sale to, any person in Switzerland, except to 'qualified investors' as defined in Article 10 of the Swiss Act on Collective Investment Schemes ("CISA").

This document is neither a prospectus according to Article 1156 of the Swiss Code of Obligations nor a simplified prospectus according to Article 5 of the CISA nor a listing prospectus according to the Listing Rules of the SIX Swiss Exchange.

The Securities may only be offered for sale to "professional investors" as defined in Article 4 para. 3 and Art. 5 of the Swiss Financial Services Act ("FIDLEG") once the FIDLEG and the respective ordinance FIDLEV are entered into force.

The Securities do not constitute collective investments within the meaning of the CISA. Accordingly, holders of the Securities do not benefit from protection under the CISA or from the supervision of the Swiss Financial Market Supervisory Authority. Investors are exposed to the default risk of the Issuer.

Taiwan

The Securities may be made available outside Taiwan for purchase by investors residing in Taiwan (either directly or through properly licensed Taiwan intermediaries acting on behalf of such investors), but may not be offered or sold in Taiwan.

United Kingdom

Any offeror of Securities will be required to represent and agree that:

(a) Financial Promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA would not, if it was not an authorised person, apply to the Issuer;
(b) General Compliance: it has complied and will comply with all applicable provisions of the FSMA and the Financial Conduct Authority Handbook with respect to anything done by it in relation to any Securities in, from or otherwise involving the United Kingdom.

United States of America

US tax selling restrictions

Securities issued in bearer form for US tax purposes ("Bearer Instruments") with respect to which the Final Terms specifies that they are subject to US Treasury Regulation section 1.163-5(c)(2)(i)(D) (the "D Rules") may not be offered, sold or delivered within the United States or its possessions or to a United States person except as permitted under the D Rules.

The Issuer and each Manager has represented and agreed (and each additional Manager named in a set of Final Terms will be required to represent and agree) that in addition to the relevant US Securities Selling Restrictions set out below:

(a) except to the extent permitted under the D Rules, (x) it has not offered or sold, and during a 40-calendar-day restricted period it will not offer or sell, Bearer Instruments to a person who is within the United States or its possessions or to a United States person and (y) such Manager has not delivered and agrees that it will not deliver within the United States or its possessions definitive Bearer Instruments that will be sold during the restricted period;
(b) it has and agrees that throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Bearer Instruments are aware that Bearer Instruments may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person (except to the extent permitted under the D Rules);
(c) if it is a United States person, it is acquiring the Bearer Instruments for purposes of resale in connection with their original issuance, and, if it retains Bearer Instruments for its own account, it will do so in accordance with the requirements of the D Rules;
(d) with respect to each affiliate or distributor that acquires Bearer Instruments from a Manager for the purpose of offering or selling such Bearer Instruments during the restricted period, the Manager either repeats and confirms the representations and agreements contained in subclauses (a), (b) and (c) above on such affiliate's or distributor's behalf or agrees that it will obtain from such affiliate or distributor for the benefit of the Issuer and each Manager the representations and agreements contained in such sub-clauses; and
(e) it has not entered into and agrees that it will not enter into any written contract (other than confirmation or other notice of the transaction) pursuant to which any other party to the contract (other than one of its affiliates or another Manager) has offered or sold, or during the restricted period will offer or sell, any Bearer Instruments except where pursuant to the contract the relevant Manager has obtained or will obtain from that party, for the benefit of the Issuer and each Manager, the representations contained in, and that party's agreement to comply with, the provisions of sub-clauses (a), (b), (c) and (d).

Terms used in the paragraphs above shall, unless the context otherwise requires, have the meanings given to them by the Internal Revenue Code and the US Treasury Regulations thereunder, including the D Rules.

To the extent that the Final Terms relating to Bearer Instruments specify that the Securities are subject to US Treasury Regulation section 1.163-5(c)(2)(i)(C) (the "C Rules"), such Bearer Instruments must be issued and delivered outside the United States and its possessions in connection with their original issuance by an issuer that (directly or indirectly through its agents) does not significantly engage in interstate commerce with respect to the issuance. Each Manager has represented and agreed (and each additional Manager named in a set of Final Terms will be required to represent and agree) that: (i) it has not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, any such Bearer Instruments within the United States or its possessions within the United States or its possessions; (ii) it has not communicated, and will not communicate, directly or indirectly, with a prospective purchaser if either of them is within the United States or its possessions; and (iii) it will not otherwise involve its US office in the offer and sale of such Bearer Instruments. Terms used in this paragraph have the meanings given to them by the Code and regulations thereunder, including the C Rules.

U.S. persons

The Issuer makes no representation regarding the characterisation of the Securities for US federal income tax purposes. The Securities may not be a suitable investment for U.S. persons and other persons subject to net income taxation in the United States.

Non-U.S. persons

A non-U.S. person with no connection with the United States other than owning a Security generally will not be subject to withholding tax on payments on the Security provided that such person complies with any applicable tax identification and certification requirements. Investors should review risk factor 16.3 (US foreign account tax compliance withholding).

US securities selling restrictions

The Securities have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except in certain transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. Terms used in this section (US securities selling restrictions) shall, unless the context otherwise requires, have the meanings given to them by Regulation S.

Each Manager has represented and agreed (and each further Manager named in the Final Terms will be required to represent and agree) that it has not offered and sold and will not offer or sell Securities (i) as part of their distribution at any time or (ii) otherwise until 40 calendar days after the completion of the distribution of an identifiable tranche of which such Securities are part, as determined and certified to the Agent by such Manager (in the case of a non-syndicated issue) or the relevant lead manager (in the case of a syndicated issue, who shall notify the managers when all managers participating in that syndicated issue have so certified in respect of the Securities purchased by or through it), within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each Manager to which it sells Securities during the Distribution Compliance Period a confirmation or other notice setting out the restrictions on offers and sales of the Securities within the United States or to, or for the account or benefit of, U.S. persons. Neither such Manager nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Securities, and such Manager, its affiliates and all persons acting on its or their behalf have complied and will comply with any applicable offering restrictions requirement of Regulation S.

In addition, until 40 calendar days after the completion of the distribution of an identifiable tranche of Securities, an offer or sale of Securities within the United States by any dealer (whether or not participating in the offering of such Securities) may violate the registration requirements of the Securities Act.

The Securities are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S.

The Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of Securities outside the United States and for the listing of Securities on the Relevant Stock Exchange. The Issuer and the Managers reserve the right to reject any offer to purchase the Securities, in whole or in part, for any reason. The Base Prospectus does not constitute an offer to any person in the United States or to any U.S. person. Distribution of the Base Prospectus by any non-U.S. person outside the United States is unauthorised, and any disclosure without the prior written consent of the Issuer of any of its contents to any of such U.S. person or other person within the United States is prohibited.

General

The selling restrictions may be modified by the agreement of the Issuer and the relevant Manager, including following a change in a relevant law, regulation or directive.

No action has been taken in any jurisdiction that would permit a public offering of any of the Securities, or possession or distribution of the Base Prospectus or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required.

Each Manager has agreed that it will comply with all relevant laws, regulations and directives, and obtain all relevant consents, approvals or permissions, in each jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes the Base Prospectus, any other offering material or any Final Terms, and neither the Issuer nor any Manager shall have responsibility therefor.

Benefit plan investor selling restrictions

The Securities and any beneficial interest therein may not be sold or transferred to (i) any employee benefit plan, as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Part 4 of Subtitle B of Title I of ERISA, (ii) any plan, as defined in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code, (iii) any governmental plan (as defined in Section 3(32) of ERISA), church plan (as defined in Section 3(33) of ERISA) or non-U.S. plan (as described in Section 4(b)(4) of ERISA) that is subject to any law, rule or regulation that is substantially similar to Part 4 of Subtitle B of Title I of ERISA or Section 4975 of the Code ("Similar Law"), or (iv) any entity the underlying assets of which are treated as assets of a plan described in (i), (ii) or (iii) for purposes of Part 4 of Subtitle B of Title I of ERISA, Section 4975 of the Code or any Similar Law (each of (i), (ii) (iii) and (iv) a "Benefit Plan Investor"), or to any person acting on behalf of or investing the assets of a Benefit Plan Investor. Each person that acquires Securities or any beneficial interest therein shall, by its acquisition thereof, be deemed to have continuously represented, warranted and covenanted throughout the period it holds the Securities or beneficial interest that it is not, and is not acting on behalf of or investing the assets of, a Benefit Plan Investor.

IMPORTANT LEGAL INFORMATION

Public Offers and Consent

Public Offers

Certain tranches of Securities may, subject as provided below, be subsequently resold, finally placed or otherwise offered by financial intermediaries in circumstances where there is no exemption from the requirement to publish a prospectus under the Prospectus Directive or the Prospectus Regulation. Any such resale, placement or offer is referred to in this Base Prospectus as a 'Public Offer'. Any person making or intending to make a Public Offer of Securities must do so only with the consent of the Issuer and subject to and in accordance with the relevant conditions to such consent – see 'Consent to the use of this Base Prospectus' below.

Other than as set out immediately below, neither the Issuer nor any of the Managers has authorised (nor do they authorise or consent to the use of this Base Prospectus (or Final Terms) in connection with) the making of any Public Offer of Securities by any person in any circumstances. Any such unauthorised offers are not made on behalf of the Issuer or any of the Managers or Authorised Offerors (as defined below) and none of the Issuer or any of the Managers or Authorised Offerors has any responsibility or liability for the actions of any person making such offers. Any Public Offer made without the consent of the Issuer is unauthorised and none of the Issuer or any of the Managers or Authorised Offerors accepts any responsibility or liability for the actions of the persons making any such unauthorised offer. Any persons to whom an offer of any Securities is made should enquire whether a financial intermediary is an Authorised Offeror.

Consent to the use of this Base Prospectus

In connection with a Public Offer of Securities as described in the Final Terms, the Issuer consents or (in the case of (b) (General Consent)) offers to grant its consent to the use of this Base Prospectus (as supplemented from time to time) and Final Terms (and accepts responsibility for the information contained in this Base Prospectus (as supplemented from time to time) and Final Terms in relation to any person who purchases Securities in such Public Offer made by an Authorised Offeror) by or to (as applicable) each of the following financial intermediaries, in each case subject to compliance by such financial intermediary with the Conditions to Consent (as described below) (each an "Authorised Offeror"):

(a) Specific Consent: if the Final Terms provides that 'Specific Consent' is applicable, each financial intermediary which either:
(i) is expressly named as an Initial Authorised Offeror in the Final Terms; or
(ii) is expressly named as an Authorised Offeror on the Issuer's website: (https://home.barclays/investor-relations/fixed-income-investors/prospectus-anddocuments/structured-securities-final-terms) (in which case, its name and address will be published on the Issuer's website); and
(b) General Consent: if Part B of the Final Terms specifies 'General Consent' to be applicable, each financial intermediary which both:
(i) is authorised to make such offers under MiFID; and
(ii) accepts the offer by the Issuer by publishing on its website the following statement (with the information in square brackets duly completed with the relevant information) (the "Acceptance Statement"):

"We, [specify name of financial intermediary], refer to the offer of [specify title of securities] (the "Securities") described in the Final Terms dated [specify date] (the "Final Terms") published by Barclays Bank PLC (the "Issuer"). In consideration of the Issuer offering to grant its consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the Public Offer of the Securities in the Public Offer Jurisdiction(s) during the Offer Period and subject to and in accordance with the conditions set out in the Final Terms and Base Prospectus, we accept the offer by the Issuer. We confirm that we are authorised under MiFID to make, and are using the Base Prospectus in connection with, the Public Offer accordingly. Terms used herein and otherwise not defined shall have the same meaning as given to such terms in the Base Prospectus and Final Terms."

The consent of the Issuer referred to in (a) and (b) above is subject to compliance by the relevant financial intermediary with the following conditions (the "Conditions to Consent"):

(i) Public Offer Jurisdiction(s): the Public Offer is only made in the United Kingdom, as specified in the Final Terms (the "Public Offer Jurisdiction(s)");
(ii) Offer Period: the Public Offer is only made during the offer period specified in the Final Terms (the "Offer Period"); and
(iii) Other: each of the other conditions (if any) provided in the Final Terms.

The consent referred to above relates to Offer Periods occurring within 12 months from the date of this Base Prospectus.

The Issuer may give consent to one or more additional Authorised Offerors in respect of a Public Offer after the date of the Final Terms, discontinue or change the Offer Period, and/or remove or add conditions to consent and, if it does so, such information will be published at: https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structuredsecurities-final-terms. Any new information with respect to Authorised Offerors unknown at the time of the approval of this Base Prospectus or the filing of the Final Terms will be published and can be found at: https://home.barclays/investor-relations/fixed-income-investors/prospectus-anddocuments/structured-securities-final-terms.

Neither the Issuer nor any Manager has any responsibility for any of the actions of any Authorised Offeror, including their compliance with applicable conduct of business rules or other local regulatory requirements or other securities law requirements in relation to an offer.

Any offer or sale of Securities to an investor by an Authorised Offeror will be made in accordance with any terms and other arrangements in place between such Authorised Offeror and such investor, including as to price, allocations and settlement arrangements. Where such information is not contained in the Base Prospectus or Final Terms, it will be the responsibility of the applicable financial intermediary at the time of such offer to provide the investor with that information and neither the Issuer, nor any Manager or other Authorised Offeror has any responsibility or liability for such information.

Any Authorised Offeror falling within (b) (General Consent) above using this Base Prospectus in connection with a Public Offer is required, for the duration of the relevant Offer Period, to publish on its website the Acceptance Statement.

Hyper-links to websites

For the avoidance of doubt, the content of any website to which a hyper-link is provided shall not form part of this Base Prospectus.

Ratings

The credit ratings included or referred to in this Base Prospectus or any document incorporated by reference are, for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies (as amended and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union), the "CRA Regulation"), issued by Fitch Ratings Limited ("Fitch"), Moody's Investors Service Ltd. ("Moody's") and Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"), each of which is established in the European Union and has been registered under the CRA Regulation.

As of the date of this Base Prospectus, the short-term unsecured obligations of the Issuer are rated A-1 by Standard & Poor's 2 , P-1 by Moody's 3 , and F1 by Fitch⁴ and the long-term obligations of the Issuer are rated A by Standard & Poor's 5 , A2 by Moody's 6 , and A+ by Fitch⁷ .

Type of Securities

Securities with repayment terms that are linked to one or more Underlying Assets will be 'derivative securities' for the purposes of the Prospectus Directive (and, as such, specific items of information will be included in this Base Prospectus that may not be included for Securities that are not 'derivative securities'). Securities may also be 'debt securities' for the purposes of the Prospectus Directive, in which case they will provide for repayment at a fixed amount equal to 100 per cent or more of the nominal value.

Fungible issuances

(a) In the case of any issue of Securities which is to be consolidated and form a single Series with an existing Series the first tranche of which was issued under the 2018 GSSP Base Prospectus 1 or in respect of any other issue of Securities the terms and conditions of which are set out in the 2018 GSSP Base Prospectus 1, such Securities will be documented using the 2018 GSSP Base Prospectus 1 Pro Forma Final Terms (which is incorporated by reference into this Base Prospectus), save that the first two paragraphs under the title of the 2018 GSSP Base Prospectus 1 Pro Forma Final Terms shall be deleted and replaced with the following:

Notes on Issuer ratings: The information in these footnotes has been extracted from information made available by each rating agency referred to below. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by such rating agencies, no facts have been omitted which would render the reproduced information inaccurate or misleading.

² A short-term obligation rated 'A-1' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

³ P-1' Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

⁴ An 'F1' rating indicates the highest short-term credit quality and the strongest intrinsic capacity for timely payment of financial commitments; may have an added '+' to denote any exceptionally strong credit feature.

⁵ An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong. The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

⁶ Obligations rated 'A' are considered upper-medium grade and are subject to low credit risk. Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from 'Aa' through 'Caa'. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

⁷ An 'A' rating indicates high credit quality and denotes expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

relations/fixed-income-investors/prospectus-and-documents/structured-securitiesprospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the 2018 GSSP Base Prospectus 1 and not defined in the Final Terms shall bear the same meanings when used herein.'

(b) In the case of any issue of Securities which is to be consolidated and form a single Series with an existing Series the first tranche of which was issued under the 2017 GSSP Base Prospectus 1 or in respect of any other issue of Securities the terms and conditions of which are set out in the 2017 GSSP Base Prospectus 1, such Securities will be documented using the 2017 GSSP Base Prospectus 1 Pro Forma Final Terms (which is incorporated by reference into this Base Prospectus), save that the first two paragraphs under the title of the 2017 GSSP Base Prospectus 1 Pro Forma Final Terms shall be deleted and replaced with the following:

(c) In the case of any issue of Securities which is to be consolidated and form a single Series with an existing Series the first tranche of which was issued under the 2016 GSSP Base Prospectus 1 or in respect of any other issue of Securities the terms and conditions of which are set out in the 2016 GSSP Base Prospectus 1, such Securities will be documented using the 2016 GSSP Base Prospectus 1 Pro Forma Final Terms (which is incorporated by reference into this Base Prospectus), save that the first two paragraphs under the title of the 2016 GSSP Base Prospectus 1 Pro Forma Final Terms shall be deleted and replaced with the following:

The Base Prospectus, any supplements to the Base Prospectus and the 2016 GSSP Base Prospectus 1 are available for viewing at https://home.barclays/investorrelations/fixed-income-investors/prospectus-and-documents/structured-securitiesprospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the 2016 GSSP Base Prospectus 1 and not defined in the Final Terms shall bear the same meanings when used herein.'

(d) In the case of any issue of Securities which is to be consolidated and form a single Series with an existing Series the first tranche of which was issued under the October 2015 GSSP Base Prospectus 1 or in respect of any other issue of Securities the terms and conditions of which are set out in the October 2015 GSSP Base Prospectus 1, such Securities will be documented using the October 2015 GSSP Base Prospectus 1 Pro Forma Final Terms (which is incorporated by reference into this Base Prospectus), save that the first two paragraphs under the title of the October 2015 GSSP Base Prospectus 1 Pro Forma Final Terms shall be deleted and replaced with the following:

(e) In the case of any issue of Securities which is to be consolidated and form a single Series with an existing Series the first tranche of which was issued under the February 2015 GSSP Base Prospectus 1 or in respect of any other issue of Securities the terms and conditions of which are set out in the February 2015 GSSP Base Prospectus 1, such Securities will be documented using the February 2015 GSSP Base Prospectus 1 Pro Forma Final Terms (which is incorporated by reference into this Base Prospectus), save that the first two paragraphs under the title of the February 2015 GSSP Base Prospectus 1 Pro Forma Final Terms shall be deleted and replaced with the following:

and the offer of the Securities is only available on the basis of the combination of this Final Terms and the Base Prospectus, save in respect of the Terms and Conditions of the Securities which are extracted from the February 2015 GSSP Base Prospectus 1. A summary of the individual issue of the Securities is annexed to this Final Terms.

The Base Prospectus, any supplements to the Base Prospectus and the February 2015 GSSP Base Prospectus 1 are available for viewing at https://home.barclays/investorrelations/fixed-income-investors/prospectus-and-documents/structured-securitiesprospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the February 2015 GSSP Base Prospectus 1 and not defined in the Final Terms shall bear the same meanings when used herein.'

(f) In the case of any issue of Securities which is to be consolidated and form a single Series with an existing Series the first tranche of which was issued under the 2014 GSSP Base Prospectus 8 or in respect of any other issue of Securities the terms and conditions of which are set out in the 2014 GSSP Base Prospectus 8, such Securities will be documented using the 2014 GSSP Base Prospectus 8 Pro Forma Final Terms (which is incorporated by reference into this Base Prospectus), save that the first two paragraphs under the title of the 2014 GSSP Base Prospectus 8 Pro Forma Final Terms shall be deleted and replaced with the following:

Securities with offer periods continuing beyond the validity of the 2018 GSSP Base Prospectus 1

The Offer Period (as defined in the relevant Final Terms) of the 2018 GSSP Base Prospectus 1 Securities (as defined below) extends beyond the validity of the 2018 GSSP Base Prospectus 1 (as defined in 'Information Incorporated by Reference' above). Following the expiry of the 2018 GSSP Base Prospectus 1 and the approval of this Base Prospectus the offering of the 2018 GSSP Base Prospectus 1 Securities will continue under this Base Prospectus. The terms and conditions of the securities from the 2018 GSSP Base Prospectus 1 or such other base prospectus as specified in the Final Terms (and in each case which are incorporated by reference into this Base Prospectus) will continue to apply to the 2018 GSSP Base Prospectus 1 Securities.

For the purposes hereof, "2018 GSSP Base Prospectus 1 Securities" means:

There shall be no Securities extending beyond the validity of the 2018 GSSP Base Prospectus 1.

GENERAL INFORMATION

Significant change statement

There has been no significant change in the financial or trading position of the Bank Group since 31 December 2018.

Material adverse change statement

There has been no material adverse change in the prospects of the Issuer since 31 December 2018.

Recent developments

James Staley joined the Issuer's Board with effect from 26 March 2019 and was appointed interim Chief Executive Officer of the Issuer with effect from 26 March 2019 (replacing Tim Throsby as Chief Executive Officer), in addition to his role as Chief Executive Officer of Barclays PLC.

Legal proceedings

Save as disclosed under Note 26 (Provisions) and Note 28 (Legal, competition and regulatory matters) to the financial statements of the Issuer on pages 181 to 182 and 183 to 190, respectively of the 2018 Form 20-F, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), which may have or have had during the 12 months preceding the date of this Base Prospectus, a significant effect on the financial position or profitability of the Issuer and/or the Bank Group.

Authorisation and consents

The establishment and update of the Programme and the issue of Securities pursuant to the Programme have been duly authorised by the Chief Finance Officer of the Issuer, exercising the delegated authority of the Board of Directors of the Issuer, on 21 March 2019.

The Issuer has obtained all necessary consents, approvals and authorisations in connection with establishing and updating this Programme and will obtain all such consents, approvals and authorisations in connection with the issue and performance of each Security or Series issued pursuant to this Programme.

Use of proceeds

The Issuer intends to apply the net proceeds from the sale of any Securities either for hedging purposes or for general corporate purposes unless otherwise specified in the Final Terms relating to a particular Security or Series. If, in respect of any particular issue of Securities, there is a particular identified use of proceeds, this will be stated in the Final Terms.

Base Prospectus and supplements

This Base Prospectus may be used for a period of one year from its date in connection with a public offer of Securities in the United Kingdom, or for the listing and for any admission to trading of a Series. A revised Base Prospectus will be prepared in connection with the listing of any Series issued after such period unless all consents necessary are obtained for an extension of such period.

If at any time the Issuer shall be required to prepare a supplement to the Base Prospectus pursuant to section 87 of the FSMA, or to give effect to the provisions of Article 16(1) of the Prospectus Directive, the Issuer will prepare and make available an appropriate supplement to this Base Prospectus or a further base prospectus which, in respect of any subsequent issue of Securities to be offered to the public or to be admitted to trading on the Regulated Market of the London Stock Exchange, or of any other Relevant Stock Exchange, shall constitute a supplement to the base prospectus as required by the FCA and section 87 of the FSMA.

Listing and admission to trading

Applications may be made for the listing of Securities on the Official List of the FCA and for the admission to trading on the Regulated Market of the London Stock Exchange.

Relevant Clearing Systems

The Securities issued pursuant to the Programme may be accepted for clearance through Euroclear, Clearstream and any other Relevant Clearing System as set out in the Final Terms. The appropriate common code for each Series allocated by Euroclear and Clearstream will be set out in the Final Terms, together with the International Securities Identification Number (the "ISIN") for that Series. Transactions will be effected for settlement in accordance with the Relevant Rules.

The address of Euroclear is 1 Boulevard du Roi Albert II, B–1210 Brussels, Belgium and the address of Clearstream is 42 Avenue JF Kennedy, L–1855 Luxembourg. The address of any additional clearing system will be set out in the Final Terms.

Documents available

For as long as this Base Prospectus remains in effect or any Securities remain outstanding, copies of the following documents will, when available, be made available during usual business hours on a weekday (Saturdays, Sundays and public holidays excepted) for inspection and, in the case of (b), (c), (h) and (i) below, shall be available for collection free of charge at the registered office of the Issuer and at https://home.barclays/investor-relations/reports-and-events, https://home.barclays/investorrelations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses and at https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structuredsecurities-final-terms (as applicable) and at the specified office of the Issue and Paying Agent. The Final Terms, in respect of any Series, shall also be available at the specified office of the relevant Paying Agents or Transfer Agents and in respect of CREST Securities, at the specified office of the CREST Agent.

(a) The constitutional documents of the Issuer;
(b) the documents set out in the 'Information Incorporated by Reference' section of this Base Prospectus;
(c) all future annual reports and semi-annual and quarterly financial statements of the Issuer;
(d) the Master Subscription Agreement;
(e) the Master Agency Agreement;
(f) the Deed of Covenant;
(g) the current Base Prospectus in respect of the Programme and any future supplements thereto;
(h) any Final Terms issued in respect of Securities admitted to listing, trading and/or quotation by any listing authority, stock exchange, and/or quotation system since the most recent base prospectus was published; and
(i) any other future documents and/or announcements issued by the Issuer.

Post-issuance information

The Issuer does not intend to provide any post-issuance information in relation to any of the Securities or the performance of any Underlying Asset or any other underlying relating to Securities, except if required by any applicable laws and regulations.

Issue Price

Securities will be issued by the Issuer at the Issue Price specified in the Final Terms. The Issue Price will be determined by the Issuer in consultation with the relevant Manager at the time of the relevant offer and will depend, among other things, on prevailing market conditions at that time. The offer price of such Securities will be the Issue Price or such other price as may be agreed between an investor and the Authorised Offeror making the offer of the Securities to such investor. The Issuer will not be party to arrangements between an investor and an Authorised Offeror, and the investor will need to look to the relevant Authorised Offeror to confirm the price at which such Authorised Offeror is offering the Securities to such Investor.

Temporary ISIN and Temporary Common Code

Any Temporary ISIN or Temporary Common Code specified in the Final Terms will apply until such time as the Relevant Clearing System recognises the Securities of the relevant Tranche to be fungible with any other Tranches of the relevant Series.

Yield

In relation to Securities that pay only Fixed Rate Interest and zero coupon Securities, an indication of yield will be specified in the Final Terms. The yield will be calculated at the Issue Date on the basis of the Issue Price, using the formula below. It will not be an indication of future yield.

For Securities that pay only Fixed Rate Interest: P = (1 − (1 + ) )+(1+ )

where:

"P" is the Issue Price of the Securities;

"C" is the Interest Amount;

"r" is the annualised yield;

"n" is the time from Issue Date to Scheduled Redemption Date, expressed in years;

"A" is the Settlement Amount of the Securities, being the Specified Denomination.

For zero coupon Securities: P=A(1 + r)-n

where:

"P" is the Issue Price of the Securities;

"r" is the annualised yield;

"n" is the time from Issue Date to Scheduled Redemption Date, expressed in years; and

"A" is the Settlement Amount of the Securities, being the Specified Denomination.

In respect of Securities for which the Final Terms specifies any Type of Interest other than 'Fixed Rate Interest' or 'Zero Coupon', the Issuer is unable to calculate and specify an indication of yield at the Issue Date because the Interest Amount is conditional and depends on the performance of the Underlying Asset during the life of the Securities.

INDEX

Page Page

\$ 219
^ 161
€ 207
100% Holder Evidentiary Information 178
2014 GSSP Base Prospectus 8 76
2016 GSSP Base Prospectus 1 76
2017 GSSP Base Prospectus 1 76
2017 Issuer Annual Report 76
2018 Form 20-F 76

2018 GSSP Base Prospectus 1 76
2018 GSSP Base Prospectus 1 Securities 295
2018 Issuer Annual Report 76
A 298
Acceptance Statement 290
Account Bank 197
Accountholder 128, 197
Accrual Condition 169
Acknowledgement 175
Act 273
Additional Amounts 192, 197
Additional Business Centre 197

Additional Disruption Event 197
Additional Interest Amount 17, 174
Administrator/Benchmark Event 197
Affiliate 198
Agents 125, 198
Aggregate Interest Amount 17, 118, 174
Aggregate Nominal Amount 198
Amendment Directive 46
Amortised Face Amount 198
ASIC 278
Authorised Offeror 10, 290
Authorised Offeror(s) 267
Bank Jurisdiction 199
Bank Rate 53, 166
Bank Rate London Business Day 53, 166

Banking Act 44
Banking Day 199
Base Level 185, 199
Base Prospectus 1
Bearer Instruments 287
Bearer Securities 126, 199
Benchmark Regulation 6, 70, 199
Benefit Plan Investor 289
BRRD 44
Business Day 199
Business Day Convention 199
C 298
C Rules 199, 287
Calculation Amount16, 136, 138, 142, 146,

150, 154, 159, 184, 199
Call Notice Period Number 180, 181, 200
Cap Rate 138, 142, 146, 150, 155, 159, 200
CDI 200
CDIs 14, 62, 129
Central Bank 281

CGN Form 127, 200
Change in Law200
Chinese Renminbi200
CISA 286
Cleared Securities 200
Cleared Security200
Clearing System Business Day 200
Clearstream200
Clearstream Rules200
CMS Rate Determination163, 200

CMS Reference Rate17, 201
CMS Reference Rate 117, 201
CMS Reference Rate 217, 201
CMVM284
CNY65, 200
CNY Disruption66, 201
CO281
Code6, 192, 276
Commission's Proposal72
Common Depositary 202
Common Safekeeper126, 202
Compounding Period Number 159
Conditions14, 202
Conditions to Consent291
Confirmation177
Conversion Option17, 175
Conversion Option Exercise Notice Required
Information 178
Conversion Period116, 175
Corporations Act278
Corresponding Lower Barrier170, 202
Corresponding Lower Barrier 1 170, 202
Corresponding Lower Barrier 2 170, 202
Corresponding Upper Barrier170, 202
Corresponding Upper Barrier 1170, 202

Corresponding Upper Barrier 2170, 202
Coupons126, 202
CRA Regulation291
CRD IV46
CREST14, 202
CREST Agent 125, 202
CREST Business Day 202
CREST Deed Poll 202
CREST Depository 202
CREST Manual62
CREST Requirements129, 202
CREST Securities 202
Currency202
Currency Disruption Event 202
Currency Replacement188
Currency Replacement Event203
Curve Cap Rate17, 138, 142, 146, 150, 155,
159, 203
Cut-off Time 178
d 162, 163
D Rules 203, 287

Day Count Fraction136, 139, 143, 147, 151,
156, 160, 203
Day Count Fraction Conventions 203
Dealer Poll 188, 205
Decompounded Cap 160
Decompounded Rate of Interest 158, 205
Deed of Covenant 125, 205
Definitive Bearer Securities 126, 205
Definitive Bearer Security 126, 205
Definitive Registered Securities 126, 205
Definitive Registered Security 126
Definitive Securities 126, 205
Dematerialised Instruction 205
Designated Maturity 156, 160, 168, 173, 205
Determination Agent 6, 125, 205
Digital Rate 151
Digital Rate 1 17, 151
Digital Rate 2 17
Digital Rate of Interest 149, 205
Discontinued Reference Rate 166
Disrupted Reference Rate 164
Distribution Compliance Period 205
do 162, 163
Dual Rate Range Accrual 205
Dual Spread Range Accrual 205
Early Cash Redemption Date 189, 205
Early Cash Settlement Amount 206
Early Redemption Notice Period Number 207
Early Redemption Percentage 180, 181, 207 EBA 45


EEA Retail Investor 280
EONIA 52, 162
EONIAi 162
ERISA 289
ESMA 7
EUR 15, 207
EURIBOR 70, 207
euro 207
Euroclear 207
Euroclear Rules 207
Eurozone 207
Event of Default 190, 207
Exchange Date 207
Exchange Event 207
Exchange Rate 207
Exercise Notice 207
Exercising Holder 116, 175
Exercising Holder Contact Details 178
Extraordinary Market Disruption 207
Extraordinary Resolution 208
Factor139, 142, 147, 150, 155, 159, 208
Failed Exercise 177
Fallback Bond 208
Fallback Reference Price 188
FATCA 6, 192, 277
FCA 4, 76
February 2015 GSSP Base Prospectus 1 76
FIDLEG 286 FIEA 282

Final Cut-off Day and Time178
Final Inflation Factor 183, 208
Final Redemption Floor184, 208
Final Redemption Percentage 183, 208
Final Terms2, 14, 208, 290
Final Valuation Date 184, 208
Fitch 291
Fixed Percentage144, 208
Fixed Rate 136, 208
Fixed Rate and Related Information 179
Fixing Date – Interest208
Fixing Date – Redemption 208

Fixing Time – Interest209
Fixing Time – Redemption 209
Floating Interest Rate Determination 161, 209
Floating Rate. 17, 140, 143, 151, 156, 160, 209
Floating Rate Disruption164
Floating Rate(t) 141, 158
Floor Rate 209
Following209
FSA283
FSMA 209
FTT 72
FX Disruption Event209
FX Disruption Fallbacks187, 209
GBP15, 209
General Conditions 2, 14, 125
Global Bearer Securities126, 210
Global Bearer Security126
Global Floor17, 118, 174
Global Floor Percentage 118, 175

Global Registered Securities126, 210
Global Registered Security 126
Global Securities126, 210
Global Security 126
Governmental Authority 210
GSSP Base Prospectus 1A1
Hedge Positions 210
Hedging Disruption210
HMRC273
Holder 128, 210
i 162, 163
IBORs71
ICSDs266
Increased Cost of Hedging210
Inflation Factor 144, 210
Inflation Factor (Cumulative) 210
Inflation Factor (Year-on-Year)210
Inflation Index 17, 147, 170, 184, 210
Inflation Index (final)183, 210
Inflation Index (initial)145, 183, 210

Inflation Index Level 148, 170, 184, 211
Inflation Index Sponsor211
Inflation Index(t) 145, 210
Inflation Index(t-1) 145, 211
Inflation-Linked Rate of Interest144, 211
Inflation-Linked Securities 211
Initial Authorised Offeror(s)267
Initial Quote 176
Initial Valuation Date148, 184, 211

Insurance Mediation Directive 280

Interest Amount 211
Interest Calculation Date 148, 211
Interest Calculation Period136, 140, 143, 148,
151, 156, 160, 211
Interest Commencement Date 211
Interest Determination Date 151, 168, 211
Interest Observation Date 152, 211

Interest Payment Date17, 136, 140, 143, 148,
152, 156, 161, 211
Interest Period End Date136, 140, 143, 148,
152, 156, 161, 211
Internal Rate of Return 211
Invalid Notice 175
IRS 276
ISDA 212
ISIN 297
Issue and Paying Agent 125, 212
Issue Currency 212

Issue Date 29, 212
Issue Price 212
Issuer 1, 11, 212, 290
Issuer Option Exercise Period17,	180, 181,
212
Issuer Tax Event 212
Italian Banking Act 282
Italian Financial Services Act 282
Latest Level 185, 212
Leverage 156, 212
LIBOR 70, 212
Linear Interpolation 212


London Business Day 179
London Stock Exchange 212
Lower Barrier 1 79
Lower Barrier 2 79
Mainland China 283
Manager 39
Manager(s) 212
Margin 139, 142, 147, 150, 155, 159, 213

Master Agency Agreement 125, 213
Master Subscription Agreement 278
Maximum Exercise Number 116, 179
MiFID 267, 280
Min 139, 142, 147, 150, 155, 159
Minimum Number of Option	Exercise
Business Days Cut off 179
Minimum Tradable Amount 213
Modified Following 213
Moody's 291
Multiplier139, 143, 147, 151, 155, 160, 213
Multiplier 1139, 143, 147, 151, 155, 160, 213
Multiplier 2139, 143, 147, 151, 155, 160, 213

n 169, 213, 298
N 169, 213
Nearest 213
New Bank Issuer 194, 213
New Type of Interest 173, 213
NGN Form 126, 213
ni 162, 163 Non-Approval Event 197

Non-Principal-Protected Securities276
non-US Holder276
Notes125
Notice Delivery Email Address 179
NSS126, 213
Observation Date 171, 213
Observation Number of Business Days 171,
213
Observation Period171, 213
October 2015 GSSP Base Prospectus 1 76
Offer Period 291
Operator128, 213
Operator register of corporate securities128,
213

Option Exercise Business Day179
Option Exercise Center(s)179
Option Exercise Notice 182, 214
Optional Cash Redemption Date17, 180, 181,
213
Optional Cash Settlement Amount180,	181,
213
Original Inflation Index 187
Original Reference Rate168
Original Type of Interest173, 214
p 163
P 298
participating Member States 72
participating security128, 214
Participation 138, 141, 153, 214
Paying Agents125, 214
PBOC65


Permanent Global Security 127, 214
Portuguese Investors285
Postponement188
PRC65
Preceding 214
Pre-nominated Index53, 67, 214
Price Source Disruption 214
PRIIPs Regulation282, 284
PRIIPs Rules284
Programme1, 75, 214
Proposed Fixed Rate 179
Prospectus Directive 1, 279
Prospectus Regulation280
Public Offer279
Public Offer Jurisdiction(s)291
Public Offer Jurisdictions(s) 268
Put Notice Period 214
Put Notice Period Number214
Put Option Exercise Period17, 181, 214

r298 Range Accrual Factor 17, 214
Range Accrual Floating Rate 171, 214

Range Accrual Floating Rate 1 171, 214
Range Accrual Floating Rate 2 171, 214
Range Accrual Floating Rate 3 172, 215
Range Accrual Inflation Performance17,	172,
215
Range Accrual Provisions173 Range Accrual Reference Month171, 215

Range Accrual Spread 169, 170
Rate Calculation Date 215
Rate of Interest 17, 137, 141, 215
Rebased Inflation Index 186, 215
Record 128, 215
Record Date 215
record of uncertificated corporate securities
129, 215
Redemption Floor 215
Redemption Floor Postponement Event 206
Reference Banks 215
Reference Currency 173, 215
Reference Dealers 188
Reference Index142, 147, 150, 155, 159, 215
Reference Level 185, 215
Reference Month 145, 183, 215
Reference Rate139, 143, 147, 151, 155, 160,

173, 215
Reference Rate 1 139, 143, 147, 155, 160
Reference Rate 2 139, 143, 147, 155, 160
Reference Rate Discontinuance 166
Refreshed Quote 176
Register 215
Registered Securities 126, 216
Registrar 125, 216
Registration Document 76
Regulation S 5
Rejection Event 198
Related Bond 216
Relevant Benchmark 216


Relevant Clearing System 216
Relevant Date 216
Relevant Interest Calculation Period137, 140,
144, 148, 152, 156, 161, 216
Relevant Interest Payment Date137, 140, 144,
148, 152, 156, 161, 216
Relevant Level 184, 216
Relevant Rules 216
Relevant Screen Page 168, 216
Relevant Stock Exchange 216
Relevant Swap Rate 164
relevant system 129
Relevant system 217
Relevant Time 168, 216
Renminbi 200
Scheduled Redemption Date 217
SDRT 275
Securities 1, 217, 290
Securities Act 5, 217
Security 217
Series 14, 217
Settlement Amount 217
Settlement Currency 217
Settlement Expenses 217
SFA 285
SFO 281
Similar Law 289
Single Rate Range Accrual 217
SONIA 52, 71, 162, 163

SONIAi-pLBD163
Specified Denomination128, 217
Specified Duration 217
Specified Product Value 190
Specified Swap Rate 217
Spread 138, 141, 145, 153, 158, 217
Spread Range Accrual217
Spread-Linked Rate of Interest 153, 217
Spread-Linked Rate of Interest One(t)217
Spread-Linked Rate of Interest Two(t) 217
Spread-Linked Rate One(t)17, 153, 157

Spread-Linked Rate One(t) Cap157
Spread-Linked Rate One(t) Floor157
Spread-Linked Rate Two(t) 17, 157
Spread-Linked Rate Two(t) Cap 157
Spread-Linked Rate Two(t) Floor157
SRR44
Standard & Poor's 291
Strike152, 218
Substitute Inflation Index Level184, 218
Successor Inflation Index185, 218
Successor Rate 53
Summary10
Suspension/Withdrawal Event 198
Switch Date17, 174, 218
Switch Exercise Period 174, 218
Switch Notice Period Number 218
Switch Option 17, 173, 218
Switch Option Number of Business Days218
Talons 126, 218

TARGET Business Day218
TARGET System218
Taxes218
TEFRA218
Temporary Global Security127, 218
Trade Date218
Tranche 14, 125, 218
Transfer Agents125, 218
Type of Interest218
U.S. persons5
Uncertificated Regulations126, 218


Underlying Asset 3
Underlying Securities62, 129, 219
Unit 219
United Kingdom 219
Upper Barrier 1 79
Upper Barrier 2 79
Upper Limit. 139, 143, 147, 151, 156, 160, 219
US Dollars219
US\$ 219
USD 15, 219
Valid Exercise177
Valid Notice175
Valuation Date 184, 219
Variable171, 219
Year-on-Year Inflation Range Accrual219
Zero Coupon 17
Zero Coupon Interest Calculation Period174, 219

ISSUER

Barclays Bank PLC

Registered Office 1 Churchill Place London E14 5HP United Kingdom

MANAGERS

Barclays Bank Ireland PLC

Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom

One Molesworth Street Dublin 2 Ireland, D02 RF29

Barclays Capital Inc

745 Seventh Avenue New York, NY 10019 United States

Barclays Capital Securities Limited

5 The North Colonnade Canary Wharf London E14 4BB United Kingdom

ISSUE AND PAYING AGENT AND TRANSFER AGENT

The Bank of New York Mellon, London Branch

One Canada Square London E14 5AL United Kingdom

DETERMINATION AGENTS

Barclays Bank PLC 1 Churchill Place

London E14 5HP United Kingdom

The Bank of New York Mellon

101 Barclay Street New York NY 10286 United States of America

Barclays Capital Securities Limited 1 Churchill Place London E14 5HP United Kingdom

REGISTRAR REGISTRAR

The Bank of New York Mellon SA/NV, Luxembourg Branch Vertigo Building Polaris 204 rue Eugéne Ruppert L-2453 Luxembourg

LEGAL ADVISERS TO THE MANAGER

in respect of English law Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA United Kingdom

AI assistant

Barclays PLC — Capital/Financing Update 2019

5250_prs_2019-04-10_9829d373-015d-42b0-9879-d070e9a30330.pdf

GSSP BASE PROSPECTUS 1A

BARCLAYS BANK PLC

Pursuant to the Global Structured Securities Programme

What is this document?

What type of Securities does this Base Prospectus relate to?

Who is the Issuer?

How do I use this Base Prospectus?

What other documents do I need to read?

What information is included in the Final Terms?

What type of Underlying Assets may the Securities be linked to?

IMPORTANT INFORMATION

THE AMOUNT PAYABLE ON REDEMPTION OF THE SECURITIES MAY BE LESS THAN THE ORIGINAL INVESTED AMOUNT (AND IN SOME CASES MAY BE ZERO), IN WHICH CASE YOU MAY LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.

FOR ALL SECURITIES, IF THE ISSUER BECOMES INSOLVENT OR BANKRUPT OR OTHERWISE FAILS TO MAKE ITS PAYMENT OBLIGATIONS ON THE SECURITIES, YOU WILL LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.

INVESTING IN SECURITIES INVOLVES CERTAIN RISKS, AND YOU SHOULD FULLY UNDERSTAND THESE BEFORE YOU INVEST. SEE THE SECTION HEADED 'RISK FACTORS' BELOW.

Responsibility

Regulatory approval

No compensation arrangements

No investment advice

Independent evaluation

Potential for discretionary determinations by the Issuer or the Determination Agent

Distribution

US selling restrictions

US foreign account tax compliance withholding

Change of circumstances

Representations

Calculations and determinations

Use of a benchmark

TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME 75

INFORMATION INCORPORATED BY REFERENCE 76

HOW THE RETURN ON YOUR INVESTMENT IS CALCULATED 78

TERMS AND CONDITIONS OF THE SECURITIES 123

SUMMARY

RISK FACTORS

RISK WARNING

FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE SECURITIES

1. Risks associated with the Issuer's ability to fulfil its obligations under the Securities and status of the Securities

2. Regulatory bank resolution framework

3. Regulatory action in the event a bank or investment firm in the Group (such as the Issuer) is failing or likely to fail could materially adversely affect the value of the Securities

You may have only very limited rights to challenge the exercise of any resolution powers (including the UK bail-in tool) by the relevant UK resolution authority.

The relevant UK resolution authority may exercise the bail-in tool in respect of the Issuer and the Securities, which may result in you losing some or all of your investment.

4. A downgrade of the credit rating assigned by any credit rating agency to the Issuer or, if applicable, to the Securities could adversely affect the liquidity or market value of the

Securities. Credit ratings downgrades could occur as a result of, among other causes, changes in the ratings methodologies used by credit rating agencies

FACTORS WHICH ARE MATERIAL FOR THE PURPOSES OF ASSESSING THE MARKET RISKS IN RELATION TO THE SECURITIES

5. Risks associated with the valuation of Securities

5.2 The secondary market value of the Securities will likely be lower than the original issue price of the Securities

5.3 The Securities are designed to be buy-to-hold instruments and the value and quoted price of your Securities (if any) at any time prior to redemption will reflect many factors and cannot be predicted

6. Risks associated with the liquidity of Securities and availability during an offer period

6.2 Conditions of a secondary market and pricing implications associated with terminating a buy-to-hold investment early

6.3 Over-issuance

6.4 The Issuer may withdraw the public offer at any time

7. Risks associated with certain features in relation to the calculation of the interest or principal amount under the Securities

7.1 Interest

(a) Determination of a floating rate following a floating rate disruption

(b) Reference rate discontinuance

7.2 There are risks relating to interest linked to one or more Underlying Asset(s)

7.3 There are risks where your Securities have a 'digital' interest feature

7.4 There are risks where your Securities have a 'range accrual' feature

7.5 There are risks where your Securities have a 'leverage' feature

7.6 There are risks where your Securities include a 'cap'

7.7 There are risks where your Securities have a 'decompounded' floating rate feature

8. Risks associated with the Securities being linked to one or more Underlying Assets

8.1 Past performance of an Underlying Asset(s) is not indicative of future performance

8.2 You will have no claim against any Underlying Asset

8.3 There are certain risks if you are purchasing Securities for hedging purposes

8.4 There are particular risks where your Securities are linked, directly or indirectly, to Underlying Asset(s) located in or otherwise exposed to emerging markets

9. Risks associated with early redemption or adjustment of the Securities

9.1 If your Securities are redeemed early, you may suffer potential loss of some or all of your investment, loss of opportunity and reinvestment risk

9.2 Your Securities may redeem early or may be adjusted by the Determination Agent following an Additional Disruption Event, FX Disruption Event, or early redemption for unlawfulness or impracticability

(a) Additional Disruption Events

(b) Unlawfulness or impracticability

(c) FX Disruption Event

9.3 The Securities may be redeemed early following the exercise by the Issuer of a call option or by the investor of a put option

9.4 There are costs associated with any early redemption of Securities that will reduce the amount otherwise payable

9.5 Payment of the redemption amount following the occurrence of an Additional Disruption Event or the Issuer's determination to trigger early redemption

following an unlawfulness or impracticability event may not be made until the scheduled redemption date

10. Risks associated with certain other miscellaneous features and terms of the Securities, including discretions, Issuer substitution and amendments, amongst others

Barclays PLC Capital/Financing Update 2019

18.2 Trading and o t her transactions by the Issuer or its Affiliates could affect the levels, values or prices of Underlying Asset(s) and their components