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Barclays PLC Capital/Financing Update 2021

May 4, 2021

5250_prs_2021-05-04_9f25ae0f-931e-4cb0-a8cd-1fed791b3ae4.pdf

Capital/Financing Update

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Supplement Number 1 dated 4 May 2021 to the Base Prospectus dated 11 March 2021

BARCLAYS PLC (incorporated with limited liability in England and Wales)

as Issuer

£60,000,000,000 Debt Issuance Programme

This base prospectus supplement (the "Supplement") is supplemental to, forms part of and must be read in conjunction with, the base prospectus dated 11 March 2021 (the "Base Prospectus") prepared by Barclays PLC (the "Issuer") with respect to its £60,000,000,000 Debt Issuance Programme (the "Programme"). This Supplement constitutes a supplementary prospectus in respect of the Base Prospectus for the Issuer for the purposes of Article 23 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation").

Terms defined in the Base Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement.

This Supplement has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), as competent authority under the UK Prospectus Regulation, as a base prospectus supplement issued in compliance with the UK Prospectus Regulation. The FCA only approves this Supplement as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Supplement. With effect from the date of this Supplement the information appearing in, or incorporated by reference into, the Base Prospectus shall be supplemented in the manner described below.

The purpose of this Supplement is to:

(a) supplement the section entitled "Information Incorporated by Reference" commencing on page 24 of the Base Prospectus and incorporate by reference into the Base Prospectus the unaudited Q1 2021 Results Announcement of the Issuer, as filed with the SEC on Form 6-K (including exhibits thereto) on 30 April 2021 in respect of the three months ended 31 March 2021 (the "Q1 2021 Results Announcement"). The Q1 2021 Results Announcement has been filed with the FCA and shall be deemed to be incorporated in, and form part of, the Base Prospectus as supplemented by this Supplement. The Q1 2021 Results Announcement may be inspected during normal business hours at Barclays Treasury, 1 Churchill Place, London, E14 5HP, United Kingdom and at the specified office of the Principal Paying Agent, at One Canada Square, London, E14 5AL, United Kingdom during the life of the Notes issued pursuant to the Base Prospectus. It has also been filed with the SEC and is available in electronic form on the SEC's website at https://www.sec.gov/cgibin/browse-edgar?company=barclays+plc&owner=exclude&action=getcompany;

(b) amend the sub-section entitled "Directors" under the section entitled "The Issuer and the Group" commencing on page 127 of the Base Prospectus by replacing it with the following updated information:

"Name Function(s)
within
the
Issuer
Principal outside activities
Nigel Higgins Group Chairman Chairman and Non-Executive Director,
BBPLC; Chairman, Sadler's Wells; Non
Executive Director, Tetra Laval Group
James Staley Group
Chief
Executive
Officer
and
Executive
Director
Chief
Executive Officer and Executive
Director, BBPLC; Board Member, Bank
Policy Institute; Board Member, Institute of
International Finance
Tushar Morzaria Group
Finance
Director and
Executive
Director
Executive
Director,
BBPLC;
Non
Executive Director, BP p.l.c.; Member, 100
Group Main Committee; Chair, Sterling
Risk Free Reference Rates Working Group
Michael Ashley Non-Executive Director Non-Executive Director, BBPLC; Non
Executive
Director,
Barclays
Capital
Securities
Limited;
Member,
Cabinet
Office Board; Member, International Ethics
Standards Board for Accountants; Member,
ICAEW
Ethics
Standards Committee;
Treasurer, The Scout Association
Tim Breedon Non-Executive Director Non-Executive Director, BBPLC; Non
Executive
Director,
Barclays
Capital
Securities
Limited;
Chairman, Barclays
Bank Ireland PLC; Chairman, Apax Global
Alpha Limited; Non-Executive Director,
Quilter PLC
Sir Ian Cheshire Non-Executive Director Chairman,
Menhaden
PLC;
Trustee,
Institute for Government; Non-Executive
Director, British Telecommunications plc
Mohamed A. El
Erian
Non-Executive Director Non-Executive Director,
BBPLC; Lead
Independent Director, Under Armour Inc.;
Chief Economic Advisor,
Allianz
SE;
Chairman, Gramercy Funds Management;
Senior Advisor, Investcorp Bank BSC;
President,
Queens' College,
Cambridge
University
Dawn Fitzpatrick Non-Executive Director Non-Executive Director, BBPLC; Chief
Investment
Officer,
Soros
Fund
Management LLC; Member, The New
York Federal Reserve's Investor Advisory
Committee on Financial Markets; Member,
Advisory Board and Investment Committee
of the Open Society Foundations' Economic
Justice Programme; Member of Advisory
Council, The Bretton Woods Committee
Mary Francis Non-Executive Director Non-Executive Director, BBPLC; Senior
Independent Director,
PensionBee Ltd;
Member of Advisory Panel, The Institute of

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Business Ethics; Member, UK Takeover
Appeal Board
Crawford Gillies Non-Executive Director Chairman, Barclays
Bank
UK
PLC;
Chairman, Edrington Group
Brian Gilvary Senior
Independent
Director
and
Non
Executive Director
Non-Executive Director, Air Liquide S.A.;
Executive Chairman, INEOS Energy, an
INEOS group company
Diane
Schueneman
Non-Executive Director Non-Executive Director, BBPLC; Non
Executive Director, Barclays US LLC;
Chair, Barclays Execution Services Limited
Julia Wilson Non-Executive Director Group Finance Director, 3i Group PLC;
Chair, The 100 Group of FTSE 100 Finance
Director"

, and

10202426677-v5

(c) replace the sub-section entitled "Significant/Material Change" under the section entitled "General Information" commencing on page 160 of the Base Prospectus with the following:

"There has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2020, nor any significant change in the financial position or financial performance of the Issuer or the Group since 31 March 2021.".

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IMPORTANT NOTICES

The Issuer accepts responsibility for the information contained in this Supplement and declares that, to the best of its knowledge, the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect its import.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in, or incorporated by reference into, the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, no significant new f actor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes issued under the Programme has arisen or been noted, as the case may be, since the publicat ion of the Base Prospectus.

Any information contained in the documents specified above which is not incorporated by reference in the Base Prospectus is either not relevant for prospective investors for the purposes of Article 6(1) of the UK Prospectus Regulation or is covered elsewhere in the Base Prospectus.

If documents which are incorporated by reference into this Supplement themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other docum ents will not form part of this Supplement for the purposes of the UK Prospectus Regulation except where such information or other documents are specifically incorporated by reference into this Supplement.

This Supplement shall be available on or around the date hereof in electronic form at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

4 May 2021

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