Barclays PLC — Capital/Financing Update 2019

Oct 16, 2019

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, "MiFID"); (ii) a customer within the meaning of the Insurance Mediation Directive (Directive 2002/92/EC (as amended from time to time)) ("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 from time to time, including by Directive 2010/73/EU, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (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)

GBP 4,000,000 Equity Index Linked Securities due July 2026 pursuant to the Global Structured Securities Programme (the "Tranche 2 Securities"), to be consolidated and form a single series with the GBP 10,000,000 Equity Index Linked Securities due July 2026, and issued on 12 July 2019 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities", and together with the Tranche 2 Securities, the "Securities")

Issue Price: 100 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 2 dated 18 July 2019, as supplemented on 3 September 2019, which constitutes a base prospectus (the "Base Prospectus" for the purposes of the Prospectus Directive), save in respect of the Terms and Conditions which are extracted from the 2018 GSSP Base Prospectus 2 dated 19 November 2018 (the "2018 GSSP Base Prospectus 2") and which are incorporated by reference into the Base Prospectus. 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, save in respect of the Terms and Conditions which are extracted from the 2018 GSSP Base Prospectus 2. A summary of the individual issue of the Securities is annexed to these Final Terms.

The Base Prospectus and any supplements to the Base Prospectus and the 2018 GSSP Base Prospectus 2 are available for viewing at https://www.home.barclays/prospectuses-and-documentation/structuredsecurities/prospectuses.html 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 2 and not defined in the Final Terms shall bear the same meanings when used herein.

BARCLAYS

Final Terms dated 16 October 2019

PART A – CONTRACTUAL TERMS

1.	(a)	Series number:	NX000231184
	(b)	Tranche number:	2
2.		Settlement Currency:	Pounds Sterling ("GBP")
3.		Securities:	Notes
4.		Notes:	Applicable
	(a)	Aggregate Nominal Amount as at the Issue Date:
		(i) Tranche:	Tranche 1: GBP 10,000,000
			Tranche 2: GBP 4,000,000
		(ii) Series:	GBP 14,000,000
	(b)	Specified Denomination:	GBP 1.00
	(c)	Minimum Tradable Amount:	Not Applicable
5.		Certificates:	Not Applicable
6.		Calculation Amount:	Specified Denomination
7.		Issue Price:	100 per cent. of the Aggregate Nominal Amount
8.		Issue Date:	Tranche 1: 12 July 2019
			Tranche 2: 16 October 2019
9.		Scheduled Redemption Date:	13 July 2026
10.		Underlying Performance Type:	Worst-of
		Provisions relating to interest (if any) payable
11.		Interest Type:	Phoenix without memory
12.	(a)	Fixed Interest Type:	Not Applicable
	(b)	Fixed Interest Rate:	3.10 per cent.
	(c)	CMS Rate Determination:	Not Applicable
	(d)	Floating Rate Determination:	Not Applicable
	(e)	Bank of England Base Rate Determination:	Not Applicable
	(f)	Margin:	Not Applicable
	(g)	Minimum/Maximum Interest Rate:	Not Applicable
	(h)	Fixed Interest Determination Date(s):	Not Applicable
	(i)	Floating Interest Determination Date(s):	Not Applicable
	(j)	Interest Valuation Date(s):	The dates set out in Table 1 below in the column entitled 'Interest Valuation Date'.
	(k)	Interest Payment Date(s):	The dates set out in Table 1 below in the column entitled 'Interest Payment Date'.
	(l)	T:	Not Applicable
	(m)	Observation Date(s):	Not Applicable
	(n)	Interest Barrier Percentage:	65 per cent.

(o)	Lower Barrier Percentage:	Not Applicable
(p)	Upper Barrier:	Not Applicable
(q)	Upper Barrier Percentage:	Not Applicable
(r)	Knock-out Barrier Percentage:	Not Applicable
(s)	Day Count Fraction:	Not Applicable
(t)	Interest Period End Dates:	Not Applicable
(u)	Interest Commencement Date:	Not Applicable

Table 1

Interest Valuation Date:	Interest Payment Date:
30 December 2019	13 January 2020
29 June 2020	13 July 2020
29 December 2020	12 January 2021
28 June 2021	12 July 2021
29 December 2021	12 January 2022
28 June 2022	12 July 2022
28 December 2022	12 January 2023
28 June 2023	12 July 2023
28 December 2023	12 January 2024
28 June 2024	12 July 2024
30 December 2024	13 January 2025
30 June 2025	14 July 2025
29 December 2025	12 January 2026
29 June 2026	13 July 2026

Provisions relating to Automatic Redemption (Autocall)

• 1. Automatic Redemption (Autocall): Applicable
• 1. (a) Autocall Barrier Percentage: 100 per cent.
     -
     -

(b) Autocall Valuation Date(s): Each date set out in Table 2 below in the column entitled 'Autocall Valuation Date'.

(c) Autocall Redemption Date(s): Each date set out in Table 2 below in the column entitled 'Autocall Redemption Date'.

Table 2

Autocall Valuation Date:	Autocall Redemption Date:
28 June 2021	12 July 2021
28 June 2022	12 July 2022

28 June 2023	12 July 2023
28 June 2024	12 July 2024
30 June 2025	14 July 2025

Provisions relating to Final Redemption

15.	(a)		Redemption Type:	European Barrier
	(b)	Settlement Method:		Cash
	(c)	Trigger Event Type:		Not Applicable
	(d)		Final Barrier Percentage:	Not Applicable
	(e)		Strike Price Percentage:	100%
	(f)	Knock-in Barrier Percentage:		65%
	(g)	Knock-in Barrier Period Start Date:		Not Applicable
	(h)	Knock-in Barrier Period End Date:		Not Applicable
	(i)	Lower Strike Price Percentage:		Not Applicable
	(j)	Participation:		Not Applicable
	(k)	Cap:		Not Applicable
			Provisions relating to Nominal Call Event
16.			Nominal Call Event:	Not Applicable
	(a)	Nominal Call Threshold Percentage:		Not Applicable
			Provisions relating to the Underlying Asset(s)
17.		Underlying Asset:
	(a)	Share:		Not Applicable
	(b)	Indices:		The Indices set out in Table 3 below in the column entitled 'Index'.
		(i)	Exchange:	The Exchanges set out in Table 3 below in the column entitled 'Exchange'.
		(ii)	Related Exchange:	All Exchanges
		(iii)	Underlying Asset Currency:	The Underlying Asset Currencies set out in Table 3 below in the column entitled 'Underlying Asset Currency'.
		(iv)	Bloomberg Screen:	The Bloomberg Screens set out in Table 3 below in the column entitled 'Bloomberg Screen'.
		(v)	Reuters Screen Page:	The Reuters Screen Pages set out in Table 3 below in the column entitled 'Reuters Screen Page'.
		(vi)	Index Sponsor:	The Index Sponsors set out in Table 3 below in the column entitled 'Index Sponsor'.

Table 3

Index:	Exchange:	Bloomberg	Reuters	Underlying	Index
		Screen:	Screen Page:	Asset	Sponsor:
				Currency:

	S&P Index	500®	Each of the New York Stock Exchange and the NASDAQ Stock Market LLC	SPX	.SPX	USD	S&P Dow Jones Indices LLC
	FTSETM Index	100	London Stock Exchange	UKX	.FTSE	GBP	FTSE International Limited
18.		(vii) Initial Price:	Pre-nominated Index:		Not Applicable The Valuation Prices of the Underlying Assets on the Initial Valuation Date for such Underlying Asset
	(a) (b) (c)	Averaging-in:	Min Lookback-in: Max Lookback-in:		Not Applicable Not Applicable Not Applicable
19.	(d) Initial Valuation Date: Final Valuation Price:			28 June 2019 The Valuation Price of the Underlying Assets on the Final Valuation Date
	(a) (b)	Averaging-out:	Min Lookback-out:		Not Applicable Not Applicable
	(c)		Max Lookback-out:		Not Applicable
	(d) Final Valuation Date: Provisions relating to disruption events and taxes and expenses			29 June 2026
20.	Consequences of a Disrupted Day (in respect of an Averaging Date or Lookback Date):		Not Applicable
21.			Additional Disruption Event:
	(a)		Change in Law:		Applicable as (Definitions)	per General	Condition 35.1
	(b)		Currency Disruption Event:		Applicable as (Definitions)	per General	Condition 35.1
	(c)		Issuer Tax Event:		Applicable as (Definitions)	per General	Condition 35.1
	(d)		Extraordinary Market Disruption:		Applicable as (Definitions)	per General	Condition 35.1
	(e)		Hedging Disruption:		Applicable as (Definitions)	per General	Condition 35.1
	(f)		Increased Cost of Hedging:		Not Applicable as per General Condition 35.1 (Definitions)
	(g)	Disruption:	Affected Jurisdiction Hedging		Not Applicable as per General Condition 35.1 (Definitions)

	(h)	Affected Jurisdiction Increased Cost of Hedging:	Not Applicable as per General Condition 35.1 (Definitions)
	(i)	Increased Cost of Stock Borrow:	Not Applicable as per General Condition 35.1 (Definitions)
	(j)	Loss of Stock Borrow:	Not Applicable as per General Condition 35.1 (Definitions)
	(k)	Foreign Ownership Event:	Not Applicable as per General Condition 35.1 (Definitions)
	(l)	Fund Disruption Event:	Not Applicable as per General Condition 35.1 (Definitions)
22.		Early Cash Settlement Amount:	Market Value
23.		Early Redemption Notice Period Number:	As set out in General Condition 35.1 (Definitions)
24.		Unwind Costs:	Not Applicable
25.		Settlement Expenses:	Not Applicable
26.		FX Disruption Event:	Not Applicable
27.		Local Jurisdiction Taxes and Expenses:	Not Applicable
	General provisions
28.		Form of Securities:	Global Bearer Securities: Permanent Global Security
			NGN Form: Applicable
			Held under the NSS: Not Applicable
			CGN Form: Not Applicable
			CDIs: Not Applicable
29.		Trade Date:	Tranche 1: 18 June 2019
			Tranche 2: 9 October 2019
30.		871(m) Securities:	The Issuer has determined that the Securities (without regard to any other transactions) should not be subject to US withholding tax under Section 871(m) of the US Internal Revenue Code and regulations promulgated thereunder.
31.		Prohibition of Sales to EEA Retail Investors:	Applicable – see the cover page of these Final Terms
32.		Additional Business Centre(s):	Not applicable
33.		Business Day Convention:	Following
34.		Determination Agent:	Barclays Bank PLC
35.		Registrar:	Not Applicable
36.		CREST Agent:	Not Applicable
37.		Transfer Agent:	Not Applicable
38.	(a)	Name of Manager:	Barclays Bank PLC
	(b)	Date of underwriting agreement:	Not Applicable

(c)	Names and addresses of secondary	Not Applicable
	trading intermediaries and main
	terms of commitment:

1. Governing Law: English law

2. Relevant Benchmark: FTSE 100 Index is provided by FTSE International Limited. As at the date hereof, FTSE International Limited appears in the register of administrators and benchmarks established and maintained by ESMA pursuant to article 36 of the Benchmarks Regulation.

S&P 500 Index is provided by Standard and Poors. As at the date hereof, Standard and Poors does not appear in the register of administrators and benchmarks established and maintained by ESMA pursuant to article 36 of the Benchmarks Regulation.

PART B OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(a) 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 the Tranche 2 Issue Date.

(b) Estimate of total expenses related to admission to trading: GBP 375

2. RATINGS

Ratings: The Securities have not been individually rated.

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

Save for any fees payable to the Manager and save as discussed in risk factor 18 (Risks associated with conflicts of interest), so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the issue.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

Reasons for the offer: General Funding

5. PERFORMANCE OF UNDERLYING ASSETS, AND OTHER INFORMATION CONCERNING THE UNDERLYING ASSETS

Information on the Underlying Assets can be found on: Bloomberg Screen: SPX and UKX ; and http://eu.spindices.com/indices/equity/sp-500 and http://www.ftse.com Index Disclaimers: S&P 500® Index and FTSE 100 Index

6. OPERATIONAL INFORMATION

(a)	ISIN:	XS1962298847
(b)	Common Code:	196229884
(c)	Relevant Clearing System(s):	Euroclear, Clearstream
(d)	Delivery:	Delivery free of payment.
(e)	Name and address of additional Paying Agent(s):	Not Applicable

(f) 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 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

ISSUE SPECIFIC SUMMARY

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 holders 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	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 laws of England and Wales including the Companies Act.
B.4b	Known trends affecting the Issuer and industries in which the Issuer operates	Not Applicable
B.5	Description of the group and the Issuer's	The Issuer (together with its subsidiary undertakings, the "Bank Group" or "Barclays" is a major global financial services provider. The Issuer is a wholly owned direct subsidiary of Barclays PLC, which is the ultimate

	position within	holding company of the Bank Group.
	the 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 no 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. Based on the Bank Group's unaudited financial information for the six months ended 30 June 2019, the Bank Group had total assets of £969,266 million, total net loans and advances of £144,664 million, total deposits of £215,125 million, and total equity of £52,610 million (including non-controlling interests of £0 million). The profit before tax of the Bank Group for the six months ended 30 June 2019 was £1,725 million (30 June 2018: £725 million) after credit impairment charges and other provisions of £510 million (30 June 2018: £156 million). The financial information in this paragraph is extracted from the unaudited condensed consolidated interim financial statements of the Issuer for the six months ended 30 June 2019. Not Applicable: there has been no significant change in the financial or trading position of the Bank Group since 30 June 2019. 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	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

	activities	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	The whole of the issued ordinary share capital of the Issuer is beneficially owned by
	whether the	Barclays PLC, which is the ultimate holding company of the Issuer and its subsidiary
	Issuer is directly	undertakings.
	or indirectly
	owned or
	controlled and
	by whom and
	nature of such
	control
		Section C – Securities
C.1	Type and class	The securities ("Securities") described in this Summary:
	of Securities	are 'derivative securities' and are issued as a series of notes or certificates; 
	being offered	are transferable obligations of the Issuer and have the terms and conditions set 
	and/or admitted	out in this Base Prospectus as completed by the Final Terms;
	to trading	will bear interest at a fixed rate, a floating rate or at a rate determined by 
		reference to the performance of one or more Underlying Asset(s) which could
		be equity indices, shares, depository receipts or exchange traded funds;
		may (depending on the particular Securities) automatically redeem early if the 
		Underlying Asset(s) is/are above a certain level on any of the specified dates;
		if not redeemed early, will be redeemed on the scheduled redemption date at 
		an amount linked to the performance of the Underlying Asset(s);
		may be cleared through a clearing system or uncleared and may be 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; and
		will be issued in one or more series and each series may be issued in one or 
		more 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. Each series will be allocated a unique series number and an
		identification code.
		Issue Date: 16 October 2019
		Interest: The amount of interest payable on the Securities is determined by reference
		to a fixed rate of 3.10%. Whether or not interest is paid will depend on the
		performance of the S&P 500 Index and the FTSE 100 Index (the "Underlying
		Assets"). In some cases the interest amount could be zero.
		Early redemption following an Automatic Redemption (Autocall) Event: The
		Securities will redeem prior to their scheduled redemption date if the closing price or
		level of every Underlying Asset is at or above its corresponding Autocall Barrier on
		any of the specified autocall valuation dates. If this occurs, you will receive a cash
		payment equal to the nominal amount (or face value) of your Securities payable on a
		specified payment date.
		Final redemption: If the Securities have not redeemed early they will redeem on the
		scheduled redemption date and the cash payment you receive or underlying asset you
		are delivered (if any) will be determined by reference to the value of the Underlying

		Assets on a specified valuation date or dates during the life of the Securities.
		Form: The Securities are notes. The Securities will be issued in global bearer form.
		Identification: Series number: NX000231184; Tranche number: 2
		Identification Codes: ISIN: XS1962298847, Common Code: 196229884, External
		Sedol: BKKJHF0.
		Determination Agent: Barclays Bank PLC (the "Determination Agent") will be
		appointed to make calculations and determinations with respect to the Securities.
		Governing law: The Securities will be governed by English law.
C.2	Currency	Subject to compliance with all applicable laws, regulations and directives, Securities
		may be issued in any currency.
		The Securities will be denominated in pounds sterling ("GBP").
C.5	Description of	Securities are offered and sold outside the United States to non-US persons in reliance
	restrictions on	on Regulation S and must comply with transfer restrictions with respect to the United
	free States.
	transferability of	Securities held in a clearing system will be transferred in accordance with the rules,
	the Securities	procedures and regulations of that clearing system.
		Subject to the above, the Securities will be freely transferable.
C.8	Description of	Rights: Each Security includes a right to a potential return of interest and amount
	rights attached	payable or deliverable on redemption together with certain ancillary rights such as the
	to the Securities,	right to receive notice of certain determinations and events and to vote on future
	and limitations	amendments.
	to those rights	Taxation: All payments in respect of the Securities shall be made without withholding
	and rankings of	or deduction for or on account of any UK taxes unless such withholding or deduction
	the Securities	is required by law. In the event that any such withholding or deduction is required by
		law, the Issuer will, save in limited circumstances, 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 asset(s). 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 holders who
		did not attend and vote at the relevant meeting and 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.11	Admission to trading	Application 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 2 Issue Date.
C.15	Description of how the value of the investment is affected by the value of the underlying instrument	The return on, and value of, Securities will be linked to the performance of one or more specified equity indices, shares, depository receipts or exchange traded funds or a combination of these. The underlying assets for the Securities are: the S&P 500 Index and the FTSE 100 Index (each, an "Underlying Asset"). Calculations in respect of amounts payable under the Securities are made by reference
		to a "Calculation Amount", being GBP 1.00. Where the Calculation Amount is different from the specified denomination of the Securities, the amount payable will be scaled accordingly. Indicative amounts: If the Securities are being offered by way of a Public Offer and any specified product values are not fixed or determined at the commencement of the Offer Period, these specified product values will specify an indicative amount, 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 Offer Period. Notice of the relevant specified product value will be published prior to the Issue Date. INTEREST Phoenix without memory interest: Each Security will only pay interest in respect of an Interest Valuation Date if the closing price or level of every Underlying Asset on such Interest Valuation Date is greater than or equal to its corresponding Interest Barrier. If this occurs, the amount of interest payable with respect to that Interest Valuation Date is calculated by multiplying the fixed rate of 3.10% by GBP 1.00. Interest will be payable on the corresponding Interest Payment Date set out in the table
			Interest Valuation	below. Each Interest Valuation Date and Interest Barrier is as follows: Interest Payment
			Date	Date	Interest Barrier
		1	30 December 2019	13 January 2020	65% of the Initial Price
		2	29 June 2020	13 July 2020	65% of the Initial Price
		3	29 December 2020	12 January 2021	65% of the Initial Price
		4	28 June 2021	12 July 2021	65% of the Initial Price
		5	29 December 2021	12 January 2022	65% of the Initial Price
		6	28 June 2022	12 July 2022	65% of the Initial Price
		7	28 December 2022	12 January 2023	65% of the Initial Price
		8 9	28 June 2023 28 December 2023	12 July 2023 12 January 2024	65% of the Initial Price 65% of the Initial Price

11	30 December 2024	13 January 2025	65% of the Initial Price
12	30 June 2025	14 July 2025	65% of the Initial Price
13	29 December 2025	12 January 2026	65% of the Initial Price
14	29 June 2026	13 July 2026	65% of the Initial Price

AUTOMATIC REDEMPTION (AUTOCALL)

The Securities will automatically redeem prior to their scheduled redemption date if the closing price or level of every Underlying Asset is at or above its corresponding Autocall Barrier on any Autocall Valuation Date (an "Automatic Redemption (Autocall) Event"). If this occurs, you will receive a cash payment equal to the nominal amount of your Securities payable on the Autocall Redemption Date corresponding to such Autocall Valuation Date.

Autocall Valuation Date	Autocall Redemption	Autocall Barrier
	Date
28 June 2021	12 July 2021	100% of the Initial Price
28 June 2022	12 July 2022	100% of the Initial Price
28 June 2023	12 July 2023	100% of the Initial Price
28 June 2024	12 July 2024	100% of the Initial Price
30 June 2025	14 July 2025	100% of the Initial Price

Each Autocall Valuation Date and the corresponding Autocall Barrier is as follows:

FINAL REDEMPTION

If the Securities have not redeemed early they will redeem on the scheduled redemption date at an amount that is dependent on each of the following:

• the 'Initial Price' of the Worst Performing Underlying Asset, which reflects the price or level of that asset near the issue date of the Securities;
• the 'Final Valuation Price' of the Worst Performing Underlying Asset, which reflects the price or level of that asset near the scheduled redemption date;
• the 'Strike Price' of the Worst Performing Underlying Asset, which is calculated as 100 per cent. multiplied by the Initial Price of that asset; and
• the 'Knock-in Barrier Price' of the Worst Performing Underlying Asset, which is calculated as 65 per cent. multiplied by the Initial Price of that asset.

Initial Price: The Initial Price of each Underlying Asset is the closing price or level of such Underlying Asset on 28 June 2019.

Final Valuation Price: The Final Valuation Price of each Underlying Asset is the closing price or level of such Underlying Asset on 29 June 2026, the "Final Valuation Date".

Worst Performing Underlying Asset: The Knock-in Barrier Price, Initial Price, Final Valuation Price and Strike Price to be considered for the purposes of determining the final redemption amount will be the Knock-in Barrier Price, Initial Price, Final Valuation Price or Strike Price of the Underlying Asset with the lowest Performance. The 'Performance' of each Underlying Asset is calculated by dividing the Final Valuation Price of an asset by its Initial Price.

		* * * *
		European Barrier redemption: If the Final Valuation Price is greater than or equal to the Knock-in Barrier Price, you will receive a cash amount per Calculation Amount equal to GBP 1.00.
		Otherwise: you will receive a cash amount per Calculation Amount, calculated by dividing the Final Valuation Price by the Strike Price and multiplying the result by the Calculation Amount.
C.16	Expiration or maturity date of the Securities	The Securities are scheduled to redeem on the scheduled redemption date. This day may be postponed following the postponement of a valuation date due to a disruption event. The scheduled redemption date of the Securities is 13 July 2026.
C.17	Settlement procedure of the derivative securities	Securities may be cleared and settled through Euroclear Bank S.A./N.V., Clearstream Banking société anonyme or CREST. The Securities will be cleared and settled through Euroclear Bank S.A./N.V./Clearstream Banking société anonyme
C.18	Description of how the return on derivative securities takes place	The return on, and value of, the Securities will be linked to the performance of the Underlying Assets. Payments of interest will depend on the performance of the Underlying Assets during the life of the Securities. A fall in the price of any Underlying Asset below a specified level on any Interest Valuation Date will reduce the amount of interest payable on the Securities. The value of, and return on (if any), the Securities will depend on the performance of the Underlying Assets on each Autocall Valuation Date and the Final Valuation Date. If no Automatic Redemption (Autocall) Event has occurred on an Autocall Valuation Date and any Underlying Asset performs negatively over and during the life of the Securities, a holder may sustain a loss of part or all of the amount invested in the Securities.
C.19	Final reference price of the underlying	The final reference level of any equity index, or final reference price of any share, depository receipt or fund to which Securities are linked, will be determined by reference to a publicly available source on a specified date or dates. The final valuation price of each Underlying Asset is the closing price or level of such Underlying Asset on 29 June 2026, as determined by the Determination Agent.
C.20	Type of underlying	Securities may be linked to one or more: common shares; depositary receipts representing common shares; exchange traded funds (ETFs) (being a fund, pooled investment vehicle, collective investment scheme, partnership, trust or other similar legal arrangement and holding assets, such as shares, bonds, indices, commodities, and/or other securities such as financial derivative instruments); or equity indices. The Underlying Assets for the Securities are: the S&P 500® Index and the FTSETM 100 Index. Information about the Underlying Assets is available at: http://eu.spindices.com/indices/equity/sp-500 and http://www.ftse.com
		Section D – Risks
D.2	Key information	The risks described below are material existing and emerging risks which senior

on the key risks		management has identified with respect to the Bank Group.
that are specific	(i)	Material existing and emerging risks potentially impacting more
to the Issuer		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.

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 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.

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 portfolios.

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.
	Resolution actions (including bail-in actions) in the event the Issuer is failing or

		likely to fail could materially adversely affect the value of the Securities
		Under the UK Banking Act, the Bank of England, the HM Treasury and a number of other UK authorities have substantial powers to take a range of resolution actions to rescue a financial institution (such as the Issuer), where it considers the relevant institution to be failing or likely to fail. In such case, the relevant UK resolution authority could exercise such powers to (a) transfer all or part of the institution's business to a third party and/or to a "bridge bank" and/or to a vehicle created by the resolution authority, (b) take the institution into temporary public ownership, (c) provided the conditions are met, exercise the 'bail-in tool' or (d) require some combination thereof. Exercise of the 'bail-in tool' in respect of the Issuer and the Securities would be expected to be made without the consent of the holders of the Securities, and could result in the cancellation of all, or some, of the principal amount of, interest on, the Securities and/or the conversion of the Securities into shares or other obligations of the Issuer or another person, or any other modification to the terms of the Securities. The exercise of resolution powers in respect of the Issuer and the Securities (in particular, the 'bail-in tool') could materially adversely affect the rights of the holders of the Securities, the value of the Securities and/or the ability of the Issuer to satisfy its obligations under the Securities, and holders of the Securities could lose some or all of their investment.
D.6	Key information	You may lose some or all of your investment.
	on the key risks that are specific to the Securities including a risk	The terms of the Securities do 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, you may lose some or all of your investment.
	warning that investors may lose some or all of the value of their investment	The payment of any amount or delivery of any property 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 or delivery obligations under the Securities, you will lose some or all of your investment.
		You will lose up to the entire value of your investment if the Issuer fails or is otherwise unable to meet its payment obligations.
		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 following the occurrence of an extraordinary  event in relation to the Underlying Asset(s), the Issuer, the Issuer's hedging arrangement, the relevant currencies or taxation (such as following an additional disruption event) and the amount you receive on such redemption is less than the initial purchase price; and/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 you and/or the value of the Securities is reduced.
		Return linked to performance of Underlying Asset: The return payable on the Securities is linked to the change in value of each Underlying Asset over the life of the Securities. Any information about the past performance of any Underlying Asset should not be taken as an indication of how prices will change in the future. You will

		not have any rights of ownership, including, without limitation, any voting rights or
		rights to receive dividends, in respect of any Underlying Asset.
		Reinvestment risk/loss of yield: Following an early redemption of the Securities for any reason, you may be unable to reinvest the redemption proceeds at a rate of return as high as the return on the Securities being redeemed. You should consider such reinvestment risk in light of other available opportunities before you purchase the Securities.
		US withholding on dividend equivalent amounts: Certain actual or deemed payments on the securities held by non-US investors generally may be subject to a US withholding tax of 30 per cent. No additional amounts will be payable in respect of such withholding taxes.
		Equity Index risks: Securities linked to the performance of equity indices provide investment diversification opportunities, but will be subject to the risk of fluctuations in both equity prices and the value and volatility of the relevant equity index. Securities linked to equity indices may not participate in dividends or any other distributions paid on the shares which make up such indices, accordingly, you may receive a lower return on the Securities than you would have received if you had invested directly in those shares.
		The relevant index sponsor can add, delete or substitute the components of an equity index at its discretion, and may also alter the methodology used to calculate the level of such index. These events may have a detrimental impact on the level of that index, which in turn could have a negative impact on the value of and return on the Securities.
		Worst-of: You are exposed to the performance of every Underlying Asset. Irrespective of how the other Underlying Assets perform, if any one or more Underlying Assets fail to meet a relevant threshold or barrier for the payment of interest or the calculation of any redemption amount, you might receive no interest payments and/or could lose some or all of your initial investment.
		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.
Section E – Offer
E.2b	Reasons for	The net proceeds from each issue of Securities will be applied by the Issuer for its
	offer and use of	general corporate purposes, which include making a profit and/or hedging certain risks.
	proceeds when	If the Issuer elects at the time of issuance of Securities to make different or more
	different from	specific use of proceeds, the Issuer will describe that use in the Final Terms.
	making profit and/or hedging	Reasons for the offer and use of Proceeds: General Funding
	certain risks
E.3	Description of	Not Applicable: the Securities have not been offered to the public.

the terms and conditions of the

offer

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. Any Manager and its affiliates may be engaged, and may in the future engage, in
E.7	Estimated expenses charged to investor by issuer/offeror	hedging transactions with respect to the Underlying Asset. The Issuer will not charge any expenses to investors in connection with the issue of Securities. Offerors may, however, charge expenses to investors. Such expenses (if any) will be determined by agreement between the Authorised Offeror and the investors at the time of each issue.