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Barclays PLC Capital/Financing Update 2023

Jun 20, 2023

5250_rns_2023-06-20_cb3a1d00-d08b-4f26-9fa6-e6081f64e1bc.pdf

Capital/Financing Update

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Final Terms

Apart from the standard(s) specified below (see section "Use of proceeds"), the Securities are not intended to satisfy, in whole or in part, any other present or future "ESG", "green", "sustainable", "climate-friendly" or equivalently-labelled frameworks, taxonomies, standards and/or other regulatory or index inclusion criteria or voluntary guidelines with which such investor or its investments may be expected to comply. Without limitation, the Securities may not qualify for the EU Green Bond label; and they may not take into account any of the EU criteria for environmentally sustainable investments, including as set out under the Regulation of the European Parliament and of the Council on the Establishment of a Framework to Facilitate Sustainable Investment (Regulation (EU) 2020/852) (or any equivalent).

The Securities are not intended to satisfy, in whole or in part, any present or future "ESG", "green", "sustainable", "climate-friendly" or equivalently-labelled frameworks, taxonomies, standards and/or other related regulatory or index inclusion criteria or voluntary guidelines with which such investor or its investments may be expected to comply. Without limitation, the Securities do not qualify for the EU Green Bond label; they do not take into account any of the EU criteria for environmentally sustainable investments, including as set out under the Regulation of the European Parliament and of the Council on the Establishment of a Framework to Facilitate Sustainable Investment (Regulation (EU) 2020/852) (or any equivalent regime); nor do they qualify as 'sustainable investments' as defined under the Sustainable Finance Disclosure Regulations (Regulation (EU) 2019/2088) (or any equivalent regime).

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573

GBP 2,500,000 Securities due June 2027 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities")

Issue Price: 100.00 per cent.

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 8 of the Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and regulations made thereunder (as amended, the "UK Prospectus Regulation") and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). These Final Terms complete and should be read in conjunction with GSSP Preference Share Linked Base Prospectus which constitutes a base prospectus drawn up as separate documents (including the Registration Document dated 06 March 2023 and the Securities Note relating to the GSSP Preference Share Linked Base Prospectus dated 14 April 2023), save in respect of the Terms and Conditions of the Securities which are extracted from the 2022 GSSP Base Prospectus 16 dated 1 July 2022 as supplemented on 27 October 2022 (the "2022 GSSP Base Prospectus 16") 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 of the Securities which are extracted from the 2022 GSSP Base Prospectus 16. 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 2022 GSSP Base Prospectus 16, are available for viewing at https://www.home.barclays/investor-relations/fixed-incomeinvestors/prospectus-and-documents/structured-securities-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 2022 GSSP Base Prospectus 16 and not defined in the Final Terms shall bear the same meanings when used herein.

BARCLAYS

Final Terms dated 20 June 2023

PART A – CONTRACTUAL TERMS

1. (a) Series number: NX00367250
(b) Tranche number: 1
2. Currency: Pound Sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount as at the Issue
Date:
(i) Tranche:
(ii) Series:
GBP 2,500,000.00
GBP 2,500,000.00
(b) Specified Denomination: GBP 1,000
(c) Minimum Tradable Amount: GBP 1,000.00 (and GBP 1,000.00 thereafter).
(d) Calculation Amount: GBP 1,000.00
4. Issue Price: 100% of par.
5. Issue Date: 20 June 2023
6. Scheduled Redemption Date: 21 June 2027
7.
8.
Preference Share linked Securities:
(a)
Underlying
Preference
Share(s)
and
Underlying
Preference
Share
Reference
Asset(s):
(b) Final Valuation Date:
(c) Valuation Time:
Additional Disruption Event:
(a) Change in Law:
(b) Currency Disruption Event:
Underlying Preference Share:
1 Preference
Share linked to STOXX Europe 600 Basic
Resources Price EUR, STOXX Europe 600 Oil &
Gas
Price EUR
and
STOXX
Europe 600
Insurance
Price
EUR
(the
"Underlying
Preference Share Reference Assets") issued by
Teal
Investments
Limited
(Class
number:
PEISC529)
14 June 2027, subject as specified in General
Condition 5.3 (Relevant defined terms)
As specified in General Condition 5.3 (Relevant
defined terms)
Applicable as per General Condition 22.1
(Definitions)
Applicable as per General Condition 22.1
(c) Extraordinary Market Disruption: (Definitions)
Applicable as per General Condition 22.1
(d) Optional Additional Adjustment Event(s): (Definitions)
Applicable as per General Condition 22.1
(Definitions)
(i)
Insolvency Filing:
Applicable
(ii)
Insolvency:
Applicable
(iii)
Preference Share Adjustment
Event:
Applicable
9. Form of Securities: Global Bearer Securities: Permanent Global
Security
TEFRA: Not Applicable

NGN Form: Not Applicable Held under the NSS: Not Applicable CGN Form: Applicable CDIs: Not Applicable

- 10. Trade Date: 13 June 2023

- 12. (i) Prohibition of Sales to UK Retail Investors: Not Applicable

  1. 871(m) Securities The Issuer has determined that Section 871(m) of the US Internal Revenue Code is not applicable to the Securities.

  2. Early Cash Settlement Date: As specified in General Condition 22.1 (Definitions)

For the purposes of a Preference Share Termination Event pursuant to General Condition 6 which includes, but is not limited to, the occurrence of an autocall event in respect of the Underlying Preference Share, the Securities will be redeemed on the applicable Early Cash Settlement Date.

The Early Cash Settlement Date(s) corresponding to the relevant Early Cash Settlement Valuation Date(s) are set out in the table below:

Early Cash Early Cash
Settlement Settlement Date(s)
Valuation Date(s)
13 June 2024 20 June 2024
13 September 20 September
2024 2024
13 December 20 December
2024 2024
13 March 2025 20 March 2025
13 June 2025 20 June 2025
15 September 22 September
2025 2025
15 December 22 December
2025 2025
13 March 2026 20 March 2026
15 June 2026 22 June 2026
14 September 21 September
2026 2026
14 December 21 December
2026 2026
15 March 2027 22 March 2027

-

    1. Determination Agent: Barclays Bank PLC
    1. Registrar: Not Applicable
    1. Early Redemption Notice Period Number: Applicable as per General Condition 22.1 (Definitions)
  • Business Day: As defined in General Condition 22.1 (Definitions)

    1. CREST Agent: Not Applicable
    1. Transfer Agent: Not Applicable
    1. (a) Names of Manager: Barclays Bank PLC
    2. (b) Date of underwriting agreement: Not Applicable

-

  • Relevant Benchmarks: Amounts payable under the Securities may be calculated by reference to STOXX Europe 600 Basic Resources Price EUR which is provided by Stoxx Ltd. (the "Administrator"). As at the date of these Final Terms, the Administrator does not appear on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation").

As far as the Issuer is aware the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that Stoxx Ltd. is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).

Amounts payable under the Securities may be calculated by reference to STXE 600 Oil & Gas EUR which is provided by Stoxx Ltd. (the "Administrator"). As at the date of these Final Terms, the Administrator does not appear on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation").

As far as the Issuer is aware the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that Stoxx Ltd. is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).

Amounts payable under the Securities may be calculated by reference to STXE 600 Insurance EUR which is provided by Stoxx Ltd. (the "Administrator"). As at the date of these Final Terms, the Administrator does not appear on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK

domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation").

As far as the Issuer is aware the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that Stoxx Ltd. is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

  • (a) Listing and Admission to Trading: Application will 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 on or around the Issue Date.
  • (b) Estimate of total expenses related to admission to trading: GBP 395
  • (c) Name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment: Not Applicable

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 for any trading and market-making activities of the Issuer and/or its affiliates in the Underlying Preference Share and/or the Underlying Preference Share Reference Assets, the hedging activities of the Issuer and/or its affiliates and the fact that the Issuer/an affiliate of the Issuer is the Determination Agent in respect of the Securities and the determination agent in respect of the Underlying Preference Share, 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

  • (a) Reasons for the offer: Making profit and/or hedging purposes (b) Use of Proceeds: Not Applicable
  • (c) Estimated net proceeds: Not Applicable
  • (d) Estimated total expenses: Not Applicable

5. PERFORMANCE OF THE UNDERLYING PREFERENCE SHARE AND OTHER INFORMATION CONCERNING THE UNDERLYING PREFERENCE SHARE

The value of the Securities will depend upon the performance of the Underlying Preference Share.

The Preference Share Value in respect of each Underlying Preference Share will be published on each Business Day at https://barxis.barcap.com/GB/1/en/home.app.

Details of the past performance and volatility of the Underlying Preference Share Reference Assets may be obtained from Bloomberg Screen: SXPP in respect of STOXX Europe 600 Basic Resources Price EUR, SXEP in respect of STXE 600 Oil & Gas EUR and SXIP in respect of STXE 600 Insurance EUR.

See also the Annex – "ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING"

6. POST ISSUANCE INFORMATION

The Issuer will not provide any post-issuance information with respect to the Underlying Preference Share(s), unless required to do so by applicable law or regulation.

7. OPERATIONAL INFORMATION

(a) ISIN Code: XS2517258534
(b) Common Code: 251725853
(c) Name(s) and address(es) of any
clearing system(s) other than
Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme,
and the relevant identification
number(s):
Not Applicable
(d) Delivery: Delivery free of payment
(e) Intended to be held in a manner which
would allow Eurosystem eligibility:
No since unsecured debt instruments issued by credit
institutions established outside the European Union
are not Eurosystem eligible.
(f) Green Structured Securities: No
(g) Green Index Linked Securities: No

SUMMARY

INTRODUCTION AND WARNINGS

The Summary should be read as an introduction to the Prospectus. Any decision to invest in the Securities should be based on consideration of the Prospectus as a whole by the investor. In certain circumstances, the investor could lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national law, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the Summary, including any translation thereof, but only where the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Securities.

You are about to purchase a product that is not simple and may be difficult to understand.

Securities: GBP 2,500,000.00 Securities due 21 June 2027 pursuant to the Global Structured Securities Programme (ISIN: XS2517258534) (the "Securities").

The Issuer: The Issuer is Barclays Bank PLC. Its registered office is at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number: +44 (0)20 7116 1000) and its Legal Entity Identifier ("LEI") is G5GSEF7VJP5I7OUK5573.

The Authorised Offeror: Not Applicable

Competent authority: The Base Prospectus was approved on 14 April 2023 by the United Kingdom Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN, United Kingdom (telephone number: +44 (0)20 7066 1000).

KEY INFORMATION ON THE ISSUER

Who is the Issuer of the Securities?

Domicile and legal form of the Issuer: Barclays Bank PLC (the "Issuer") is a public limited company registered in England and Wales under number 1026167. The liability of the members of the Issuer is limited. It has its registered and head office at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number +44 (0)20 7116 1000). The Legal Entity Identifier (LEI) of the Issuer is G5GSEF7VJP5I7OUK5573.

Principal activities of the Issuer:The Group's businesses include consumer banking and payments operations around the world, as well as a global consumer and investment bank. The Group comprises of Barclays PLC together with its subsidiaries, including the Issuer. The Issuer's principal activity is to offer products and services designed for larger corporate, wholesale and international banking clients.

The term the "Group" mean Barclays PLC together with its subsidiaries and the term "Barclays Bank Group" means Barclays Bank PLC together with its subsidiaries.

Major shareholders of the Issuer: The whole of the issued ordinary share capital of the Issuer is beneficially owned by Barclays PLC. Barclays PLC is the ultimate holding company of the Group.

Identity of the key managing directors of the Issuer: The key managing directors of the Issuer are C. S. Venkatakrishnan (Chief Executive and Executive Director) and Anna Cross (Executive Director).

Identity of the statutory auditors of the Issuer: The statutory auditors of the Issuer are KPMG LLP ("KPMG"), chartered accountants and registered auditors (a member of the Institute of Chartered Accountants in England and Wales), of 15 Canada Square, London E14 5GL, United Kingdom.

What is the key financial information regarding the Issuer?

The Issuer has derived the selected consolidated financial information included in the table below for the years ended 31 December 2022 and 31 December 2021 from the annual consolidated financial statements of the Issuer for the years ended 31 December 2022 and 2021 (the "Financial Statements"), which have each been audited with an unmodified opinion provided by KPMG.

Consolidated Income Statement

As at 31 December

2022 2021 (£m)

5,398 3,073
Net interest income
Net fee and commission income
5,426 6,587
Credit impairment releases / (charges) (933) 277
Net trading income 7,624 5,788
4,867 5,418
Profit before tax 4,382 4,588
Profit after tax
Consolidated Balance Sheet
As at 31 December
2022 2021
(£m)
Total assets 1,203,537 1,061,778
Debt securities in issue 60,012 48,388
Subordinated liabilities 38,253 32,185
Loans and advances at amortised cost 182,507 145,259
Deposits at amortised cost 291,579 262,828
Total equity 58,953 56,317
Certain Ratios from the Financial Statements
As at 31 December
2022 2021
(%)
Common Equity Tier 1 capital 12.7 12.9
Total regulatory capital 20.8 20.5
UK leverage ratio1 4.6 3.7
1 Prior period comparatives are on a CRR leverage basis as Barclays Bank PLC solo
consolidated was not subject to the UK Leverage framework until 1 January 2022. Had
the UK framework been applied as at 31 December 2021, the Barclays Bank PLC UK
Leverage ratio would have been 4.1%.
What are the key risks that are specific to the Issuer?
The Barclays Bank Group has identified a broad range of risks to which its businesses are exposed. Material risks are those to which
senior management pay particular attention and which could cause the delivery of the Barclays Bank Group's strategy, results of

operations, financial condition and/or prospects to differ materially from expectations. Emerging risks are those which have
unknown components, the impact of which could crystallise over a longer time period. In addition, certain other factors beyond
the Barclays Bank Group's control, including escalation of global conflicts, acts of terrorism, natural disasters, pandemics and similar
events, although not detailed below, could have a similar impact on the Barclays Bank Group.
Material existing and emerging risks potentially impacting more than one principal risk: In addition to material and
emerging risks impacting the principal risks set out below, there are also material existing and emerging risks that
potentially impact more than one of these principal risks. These risks are: (i) potentially unfavourable global and local
economic and market conditions, as well as geopolitical developments; (ii) the impact of COVID-19; (iii) the impact of
interest rate changes on the Barclays Bank Group's profitability; (iv) the competitive environments of the banking and
financial services industry; (v) the regulatory change agenda and impact on business model; (vi) the impact of benchmark
interest rate reforms on the Barclays Bank Group; and (vii) change delivery and execution risks.
Climate risk: Climate risk is the impact on financial and operational risks arising from climate change through physical
risks, risks associated with transitioning to a lower carbon economy and connected risks arising as a result of second order
impacts of these two drivers on portfolios.

Credit and Market risks: Credit risk is the risk of loss to the Barclays Bank Group from the failure of clients, customers or
counterparties, to fully honour their obligations to members of the Barclays Bank Group. The Barclays Bank Group is
subject to risks arising from changes in credit quality and recovery rates for loans and advances due from borrowers and
counterparties. Market risk is the risk of loss arising from potential adverse change in the value of the Barclays Bank
Group's assets and liabilities from fluctuation in market variables.
Treasury and capital risk and the risk that the Issuer and the Barclays Bank Group are subject to substantial resolution
powers: There are three primary types of treasury and capital risk faced by the Barclays Bank Group which are (1) liquidity
risk - the risk that the Barclays Bank Group is unable to meet its contractual or contingent obligations or that it does not
have the appropriate amount of stable funding and liquidity to support its assets, which may also be impacted by credit
rating changes; (2) capital risk – the risk that the Barclays Bank Group has an insufficient level or composition of capital;
  • volatility because of a mismatch between the interest rate exposures of its (non-traded) assets and liabilities. Under the Banking Act 2009, substantial powers are granted to the Bank of England (or, in certain circumstances, HM Treasury), in consultation with the United Kingdom Prudential Regulation Authority, the UK Financial Conduct Authority and HM Treasury, as appropriate as part of a special resolution regime. These powers enable the Bank of England (or any successor or replacement thereto and/or such other authority in the United Kingdom with the ability to exercise the UK Bail-in Power) (the "Resolution Authority") to implement various resolution measures and stabilisation options (including, but not limited to, the bail-in tool) with respect to a UK bank or investment firm and certain of its affiliates (as at the date of the Registration Document, including the Issuer) in circumstances in which the Resolution Authority is satisfied that the relevant resolution conditions are met.
  • Operational and model risks: Operational risk is the risk of loss to the Barclays Bank Group from inadequate or failed processes or systems, human factors or due to external events where the root cause is not due to credit or market risks. Model risk is potential for adverse consequences from decisions based on incorrect or misused model outputs and reports.
  • Conduct, reputation and legal risks and legal, competition and regulatory matters: Conduct risk is the risk of poor outcomes for, or harm to customers, clients and markets, arising from the delivery of the Barclays Bank Group's products and services. Reputation risk is the risk that an action, transaction, investment, event, decision or business relationship will reduce trust in the Barclays Bank Group's integrity and/or competence. The Barclays Bank Group conducts activities in a highly regulated global market which exposes it and its employees to legal risk arising from (i) the multitude of laws and regulations that apply to the businesses it operates, which are highly dynamic, may vary between jurisdictions and/or conflict, and may be unclear in their application to particular circumstances especially in new and emerging areas; and (ii) the diversified and evolving nature of the Barclays Bank Group's businesses and business practices. In each case, this exposes the Barclays Bank Group and its employees to the risk of loss or the imposition of penalties, damages or fines from the failure of members of the Barclays Bank Group to meet their respective obligations, including legal, regulatory or contractual requirements. Legal risk may arise in relation to any number of the material existing and emerging risks summarised above.

KEY INFORMATION ON THE SECURITIES

What are the main features of the Securities?

Type and class of Securities being issued and admitted to trading, including security identification numbers

The Securities are derivative securities in the form of notes issued in global bearer form and will be uniquely identified by: Series number: NX00367250; Tranche number: 1; ISIN: XS2517258534; Common Code: 251725853.

The Securities are cleared and settled through Euroclear Bank S.A./N.V. and/or Clearstream Banking, société anonyme.

Currency, denomination, issue size and term of the Securities

The Securities will be denominated in GBP (the "Currency"). The specified denomination per Security is GBP 1,000. The issue size is GBP 2,500,000.00 and the issue price is 100.00% of par.

The issue date is 20 June 2023 and the redemption date is 21 June 2027 (the "Redemption Date"). Such date may be postponed if the determination of any value used to calculate an amount payable under the Securities is delayed.

Rights attached to the Securities

Each Security includes a right to a potential return and an amount payable on redemption, together with certain ancillary rights such as the right to receive notice of certain determinations and events and to vote on future amendments.

The potential return on the Securities will be a redemption amount linked to the change in value of the GBP Preference Share issued by Teal Investments Limited (Class number: PEISC529), the "Underlying Preference Share", the value of which is dependent on the performance of each Underlying Preference Share Reference Asset. Information on the Underlying Preference Share can be found on https://barxis.barcap.com/GB/1/en/home.app.

The Securities will not bear interest.

Final redemption in respect of the Securities

Unless previously redeemed or purchased and cancelled, the Securities will be redeemed by the Issuer by payment on the Redemption Date of a cash amount per Calculation Amount in the Currency equal to (i) the Calculation Amount multiplied by (ii) the Preference Share Valuefinal divided by the Preference Share Valueinitial.

Where:

  • Preference Share Valuefinal: the value of the Underlying Preference Share on 14 June 2027, being the "Final Valuation Date". The Final Valuation Date is subject to adjustment.
  • Preference Share Valueinitial: the Underlying Preference Share on 20 June 2023, being the "Initial Valuation Date". The Initial Valuation Date is subject to adjustment

Value of the Underlying Preference Share

The value of the Underlying Preference Share will be calculated in accordance with the following:

If:

The Final Performance of the Worst Performing Underlying Preference Share Reference Asset is greater than or equal to the Knockin Barrier Price of the Worst Performing Underlying Preference Share Reference Asset:

Value of the Underlying Preference Share = the Calculation Amount (being GBP 100.00) multiplied by the sum of (a) the number of occasions on which the fixed return condition is satisfied multiplied by the Fixed Return Percentage and (b) 100%. The fixed return condition is satisfied if, in respect of a Fixed Return Valuation Date, the closing price or level of the Worst Performing Underlying Preference Share Reference Asset is equal to or greater than the Fixed Return Barrier on such Fixed Return Valuation Date.

If:

The Final Performance of the Worst Performing Underlying Preference Share Reference Asset is less than the Knock-in Barrier Price of the Worst Performing Underlying Preference Share Reference Asset:

Value of the Underlying Preference Share = the Calculation Amount (being GBP 100.00) multiplied by the sum of (a) the number of occasions on which the fixed return condition is satisfied multiplied by the Fixed Return Percentage and (b) the Final Performance divided by the Strike Price Percentage (being 100.00%). The fixed return condition is satisfied if, in respect of , the closing price or level of the Worst Performing Underlying Preference Share Reference Asset is equal to or greater than the Fixed Return Barrier on such Fixed Return Valuation Date.

Where:

  • Calculation Amount: GBP 100.00.
  • Final Performance: in respect of the Worst Performing Underlying Preference Share Reference Asset, an amount which is calculated by dividing the Final Valuation Price of such Worst Performing Underlying Preference Share Reference Asset by the Initial Price of such Worst Performing Underlying Preference Share Reference Asset.
  • Final Valuation Price: in respect of each Underlying Preference Share Reference Asset, the closing price or level of such Underlying Preference Share Reference Asset on 14 June 2027, subject to adjustment.
  • Fixed Return Barrier: in respect of each Underlying Preference Share Reference Asset and a Fixed Return Valuation Date, an amount which is calculated as the Fixed Return Barrier Percentage specified in the table below in respect of such Fixed Return Valuation Date multiplied by the Initial Price of such Underlying Preference Share Reference Asset.
  • Fixed Return Percentage: 4.3125%.
  • Initial Price: in respect of each Underlying Preference Share Reference Asset, the Initial Price specified in the table below, being the price or level of such Underlying Preference Share Reference Asset on 13 June 2023, subject to adjustment.
Underlying Preference Share Reference Asset Initial Price
STOXX Europe 600 Basic Resources Price EUR 575.92
STXE 600 Oil & Gas EUR 337.51
STXE 600 Insurance EUR 321.98
  • Knock-in Barrier Percentage: 65.00%.
  • Strike Price Percentage: 100.00%.
  • Underlying Preference Share Reference Asset: STOXX Europe 600 Basic Resources Price EUR, STOXX Europe 600 Oil & Gas Price EUR and STOXX Europe 600 Insurance Price EUR.

Worst Performing Underlying Preference Share Reference Asset: the Underlying Preference Share Reference Asset with the lowest performance. The 'performance' of an Underlying Preference Share Reference Asset is calculated by dividing the Final Valuation Price of such Underlying Preference Share Reference Asset by its Initial Price.

Fixed Return Valuation Date Fixed Return Barrier Percentage
13 September 2023 75.00%
13 December 2023 75.00%
13 March 2024 75.00%
13 June 2024 75.00%
13 September 2024 75.00%
13 December 2024 75.00%
13 March 2025 75.00%
13 June 2025 75.00%
15 September 2025 75.00%
15 December 2025 75.00%
13 March 2026 75.00%
15 June 2026 75.00%
14 September 2026 75.00%
14 December 2026 75.00%
15 March 2027 75.00%
14 June 2027 75.00%
i Underlying Preference Share
Reference Asset(s)
Index Sponsor Exchange Bloomberg
Screen
1 STOXX Europe 600 Basic
Resources Price EUR
Stoxx Ltd. Multi-exchange SXPP
2 STXE 600 Oil & Gas EUR Stoxx Ltd. Multi-exchange SXEP
3 STXE 600 Insurance EUR Stoxx Ltd. Multi-exchange SXIP

Early redemption of the Underlying Preference Shares following an autocall event (phoenix):

If the closing level of the Worst Performing Underlying Preference Share Reference Asset observed in respect of an Autocall Valuation Date (Phoenix) is greater than or equal to its corresponding Autocall Barrier (Phoenix) in respect of such Autocall Valuation Date (Phoenix), the Underlying Preference Shares will be redeemed on the Autocall Early Redemption Date (Phoenix) immediately following such Autocall Valuation Date (Phoenix). In such an event, the value of the Underlying Preference Share will be equal to the Calculation Amount (being GBP 100.00) multiplied by the sum of (a) the number of occasions on which the fixed return condition is satisfied multiplied by the Fixed Return Percentage and (b) 100%, payable on the relevant Autocall Early Redemption Date (Phoenix).

The 'Autocall Barrier (Phoenix)' of each Underlying Preference Share Reference Asset is calculated as the Autocall Barrier Percentage(Phoenix) specified in the table below multiplied by the Initial Price of such Underlying Preference Share Reference Asset.

Autocall Valuation Date (Phoenix) Autocall Early Redemption Date
(Phoenix)
Autocall Barrier Percentage
(Phoenix)
13 June 2024 21 June 2024 95.00%
13 September 2024 23 September 2024 90.00%
13 December 2024 23 December 2024 90.00%
13 March 2025 21 March 2025 90.00%
13 June 2025 23 June 2025 90.00%
15 September 2025 23 September 2025 85.00%
15 December 2025 23 December 2025 85.00%
13 March 2026 23 March 2026 80.00%
15 June 2026 23 June 2026 80.00%
14 September 2026 22 September 2026 75.00%
14 December 2026 22 December 2026 75.00%
15 March 2027 23 March 2027 75.00%

Early redemption in respect of the Securities

Securities may at the option of the Issuer (in the case of (i) or (ii)) or shall (in the case of (iii)) be redeemed earlier than the scheduled redemption date (i) if performance becomes unlawful or impracticable, (ii) following the occurrence of an additional disruption event which may include, but not be limited to, a change in applicable law or a currency disruption event, or (iii) following the occurrence of the redemption the Underlying Preference Shares (other than by scheduled redemption pursuant to its terms).

The early redemption amount due in respect of each Security will be calculated in the same way as if the Securities were redeemed on the scheduled redemption date save that for such purpose the final value in respect of the Underlying Preference Share shall be its value as of the day on which it is determined that the Security will be early redeemed, all as determined by the determination agent in good faith and in a commercially reasonable manner.

Status of the Securities: The Securities are direct, unsubordinated and unsecured obligations of the Issuer and rank equally among themselves.

Description of restrictions on free transferability of the Securities: Securities are offered and sold outside the United States to non-US 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 foregoing, the Securities will be freely transferable.

Where will the Securities be traded?

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 20 June 2023.

What are the key risks that are specific to the Securities?

The Securities are subject to the following key risks:

  • Depending on the performance of the Underlying Preference Share, you could lose some or all of your investment. The return on the Securities depends on the change in value of the Underlying Preference Share, which may fluctuate up or down depending on the performance of the Underlying Preference Share Reference Asset(s). Past performance of the Underlying Preference Share Reference Asset(s) should not be taken as an indication of future performance. If the value of the Underlying Preference Share on final valuation is less than upon initial valuation, you will lose some or all of your investment. The Securities may drop in value after issuance and therefore if you sell them prior to maturity in the secondary market (if any) you may lose some of your investment.
  • You are subject to the credit risk of the Issuer. As the Securities do not constitute a deposit and are not insured or guaranteed by any government or agency or under the UK Government credit guarantee scheme, all payments to be made by the Issuer under the Securities are subject to its financial position and its ability to meet its obligations. The Securities constitute unsubordinated and unsecured obligations of the Issuer and rank pari passu with each and all other current and future unsubordinated and unsecured obligations of the Issuer. Further, under the Banking Act 2009, if the relevant UK resolution authority is satisfied that the Issuer is failing or likely to fail then, subject to certain other conditions being satisfied, the Issuer may be subject to action taken by the resolution authority, including potentially the write down of claims of unsecured creditors of the Issuer (potentially including claims of investors in the Securities) and the conversion of unsecured debt claims (potentially including the Securities) to other instruments (e.g. equity shares), the transfer of all or part of the Issuer's business to another entity, or other resolution measures. The insolvency of the Issuer and/or any action taken by the resolution authority may lead to a partial or total loss of the invested capital.
  • Taxation risks: The levels and basis of taxation on the Securities and any reliefs for such taxation will depend on your individual circumstances and could change at any time over the life of the Securities. This could have adverse consequences for you and you should therefore consult your own tax advisers as to the tax consequences to you of transactions involving the Securities.
  • Risks relating to the Underlying Preference Share Reference Asset(s):
    • As the Underlying Preference Share Reference Assets are equity indices the Underlying Preference Share may be subject to the risk of fluctuations in market interest rates, currency exchange rates, equity prices, inflation, the value and volatility of the relevant equity index, and also to economic, financial, regulatory, political, terrorist, military or other events in one or more jurisdictions, including factors affecting capital markets generally. This could have an adverse effect on the value of the Underlying Preference Share which, in turn, will have an adverse effect on the value of your Securities.
    • The value of the Underlying Preference Share depends on the level of the Underlying Preference Share Reference Asset(s) reaching or crossing a 'barrier' on a specified date. If the Underlying Preference Share Reference Asset(s) performs in such a way so that the Final Performance of the Worst Performing Underlying Preference Share Reference Asset is less than its Knock-in Barrier Percentage on such specified date, the value of and return on

the Underlying Preference Share and, in turn, the Securities may be dramatically less that if the level of the Underlying Preference Share Reference Asset(s) had reached or crossed the 'barrier'.

  • You will be exposed to the performance of the Underlying Preference Share Reference Asset which has the worst performance, rather than the basket as a whole. Regardless of how the other Underlying Preference Share Reference Asset(s) perform, if the worst performing Underlying Preference Share Reference Asset fails to meet a relevant threshold or barrier, the value of and return on the Underlying Preference Share and, in turn, the Securities may be reduced and you could lose some or all of your investment.
  • Risks of a lack of secondary market or sale in such market: There may not be a secondary market for the Securities and, therefore, you may not be able to sell them prior to their scheduled maturity or only for a substantial loss.
  • Reinvestment risk/loss of yield: Following an early redemption of your Securities for any reason, you may be unable to reinvest the redemption proceeds at an effective yield as high as the yield on the Securities being redeemed which may have an adverse effect on your investment prospects.
  • Risks relating to potential adjustments to the terms of the Underlying Preference Share: You will not have any rights in respect of the Underlying Preference Share or the Underlying Preference Share Reference Asset(s). The terms of the Underlying Preference Share may be adjusted in respect of, for example, valuation of the Underlying Preference Share Reference Asset(s) which may be exercised by the issuer of the Underlying Preference Share(s) in a manner which has an adverse effect on the market value and/or amount repayable in respect of the Securities.

KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND/OR THE ADMISSION TO TRADING ON A REGULATED MARKET

Under which conditions and timetable can I invest in these Securities?

Terms and conditions of the offer

Not Applicable: the Securities have not been offered to the public.

Estimated total expenses of the issue and/or offer including 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.

Who is the offeror and/or the person asking for admission to trading?

The Manager is the entity requesting for admission to trading of the Securities.

Why is the Prospectus being produced?

Use and estimated net amount of proceeds

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.

Underwriting agreement on a firm commitment basis: The offer of the Securities is not subject to an underwriting agreement on a firm commitment basis.

Description of any interest material to the issue/offer, including conflicting interests

Not Applicable: no person involved in the issue has any interest, or conflicting interest, that is material to the issue of Securities.

ANNEX

ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING

Terms and conditions of the Underlying Preference Share

The terms and conditions of the Underlying Preference Share comprise:

  • (a) the general terms and conditions of preference shares, which apply to each class of preference shares issued by the issuer of the Underlying Preference Share in accordance with its articles of association. Such general terms and conditions are a part of the articles of association, and are replicated in the section headed "Terms and Conditions of the Preference Shares" of this Document; and
  • (b) the following Preference Share Confirmation, which only applies to the Underlying Preference Share and completes, supplements and/or amends the general terms and conditions of preference shares for the purposes of the Underlying Preference Share.

Preference Share Confirmation dated 19 June 2023

TEAL INVESTMENTS LIMITED

(the "Preference Share Issuer")

(Incorporated in Jersey and independent to the Issuer)

Class PEISC529 GBP Preference Shares linked to STOXX Europe 600 Basic Resources Price EUR, STXE 600 Oil & Gas EUR and STXE 600 Insurance EUR due June 2027

(the "Preference Shares")

Issue Price: GBP 100.00 per Preference Share

This document constitutes the Preference Share Confirmation of the Preference Shares (the "Preference Share Confirmation") described herein. This Preference Share Confirmation is supplemental to and should be read in conjunction with the Preference Share General Conditions set forth in the Articles of Association of the Preference Share Issuer.

Words and expressions defined in the Preference Share General Conditions and not defined in this document shall bear the same meanings when used therein.

PART A - CONTRACTUAL TERMS

1. Class PEISC529
2. Settlement Currency: Pound Sterling ("GBP")
3. Preference Shares:
(a) Number of Preference Shares: 1
(b) Type of Preference Shares: Equity Index Linked Preference Shares
4. Calculation Amount: GBP 100.00
5. Issue Price: GBP 100.00 per Preference Share.
6. Issue Date: 19 June 2023
7. Scheduled Redemption Date: 22 June 2027, subject to adjustment in accordance with
the Business Day Convention
Provisions relating to redemption:
(Preference Share General Condition 6 (Final redemption))
8. Underlying Performance Type: Worst-of
9. (a) Redemption Valuation Type: Phoenix without memory
Phoenix Type: Discrete Date Valuation
(b) Additional Amount: (Preference Share General
Condition 7 (Determination of the Additional Amount))
Not Applicable
10. Redemption Value Barriers and Thresholds:
(a) Barrier: European
(b) Strike Price Percentage: 100.00%
(c) Knock-in Barrier Percentage: 65.00%
(d) Fixed Return Barrier Percentage: Each of the percentages set out in Table 1 below in the
column entitled 'Fixed Return Barrier Percentage'.
(e) Fixed Return Percentage: 4.3125%
(f) Fixed Return Valuation Date: See line Item (g) (iv) below
(g) Discrete Date Valuation Price: The Valuation Price on the following Fixed Return
Valuation Date(s).
(i) Averaging-out: Not Applicable
(ii) Min Lookback-out: Not Applicable
(iii) Max Lookback-out: Not Applicable

(iv) Fixed Return Valuation Date(s): 13 September 2023, 13 December 2023, 13 March 2024, 13 June 2024, 13 September 2024, 13 December 2024, 13 March 2025, 13 June 2025, 15 September 2025, 15 December 2025, 13 March 2026, 15 June 2026, 14 September 2026, 14 December 2026, 15 March 2027 and 14 June 2027

Table 1:
Reference Asset: Fixed Return
Barrier
Percentage:
STOXX Europe 75.00%
600 Basic
Resources Price
EUR
STXE 600 Oil & 75.00%
Gas EUR
STXE 600 75.00%
Insurance EUR

11. Additional Amount Barriers and Thresholds: Not Applicable

Provisions relating to automatic early redemption:

(Preference Share General Condition 5.1 (Automatic early redemption following an Autocall Event))

12. Autocall Not Applicable

Provisions relating to automatic early redemption:

(Preference Share General Condition 5.2 (Automatic early redemption following an Autocall Event (Phoenix))

  1. Autocall (Phoenix): Applicable
Autocall Autocall Early Autocall
Valuation Redemption Barrier
Date Date (Phoenix) Percentage
(Phoenix) (Phoenix)
13 June 2024 21 June 2024 95.00%
13 September 23 September 90.00%
2024 2024
13 December 23 December 90.00%
2024 2024
13 March 21 March 2025 90.00%
2025
13 June 2025 23 June 2025 90.00%
15 September 23 September 85.00%
2025 2025
15 December 23 December 85.00%
2025 2025
13 March
2026
23 March 2026 80.00%
15 June 2026 23 June 2026 80.00%
14 September
2026
22 September
2026
75.00%
14 December 22 December 75.00%
2026 2026
15 March
2027
23 March 2027 75.00%

Barrier Percentage (Phoenix)" in the table above

(a) Autocall Valuation Price (Phoenix): The Valuation Price on each of the Autocall Valuation

Date(s) (Phoenix) specified in the table above
(i) Averaging-out: Not Applicable
(ii) Min Lookback-out: Not Applicable
(iii) Max Lookback-out: Not Applicable
(iv) Autocall Valuation Date(s) (Phoenix): Each of the dates specified as an "Autocall Valuation
Date (Phoenix)" in the table above
(b) Autocall Early Redemption Date (Phoenix): Each of the dates specified as an "Autocall Early
Redemption Date (Phoenix)" in the table above, subject
to adjustment in accordance with the Business Day
Convention

(c) Autocall Barrier Percentage (Phoenix): Each of the percentages specified as an "Autocall

  1. Issuer Early Redemption Option: Applicable

  2. Investor Early Redemption Option: Applicable

Provisions relating to the Reference Asset(s):

  1. Reference Asset(s):
(a) Share(s): Not Applicable
(b) Equity Indices: Each Equity Index set out in Table 2 below in the
column entitled 'Equity Index'.
(i) Exchange(s): Each Exchange set out in Table 2 below in the column
entitled 'Exchange'.
(ii) Related Exchange(s): Each Related Exchange set out in Table 2 below in the
column entitled 'Related Exchange'.
(iii) Bloomberg Screen: Each Bloomberg Screen set out in Table 2 below in the
column entitled 'Bloomberg Screen'.
(iv) Reuters Screen Page: In respect of each Equity Index, Not Applicable
(v) Index Sponsor(s): Each Index Sponsor set out in Table 2 below in the
column entitled 'Index Sponsor'.
(vi) Valuation Time: As specified in Preference Share General Condition 31
(Definitions and interpretation).
Table 2
i Equity Index Initial Price Exchange Related Bloomberg Index
Exchange Screen Sponsor
1 STOXX 575.92 Multi All Exchanges SXPP Stoxx Ltd.
Europe 600 exchange
Basic
Resources
Price EUR
2 STXE 600 Oil 337.51 Multi All Exchanges SXEP Stoxx Ltd.
& Gas EUR exchange
3 STXE 600 321.98 Multi All Exchanges SXIP Stoxx Ltd.
Insurance exchange
EUR
  1. Initial Price: As set out in the table above in the column entitled 'Initial Price'.
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 13 June 2023
Initial Valuation Date: Individual Pricing
18. Final Valuation Price: The Valuation Price on the Final Valuation Date
(a) Averaging-out: Not Applicable
(b) Min Lookback-out: Not Applicable
(c) Max Lookback-out: Not Applicable

Provisions relating to disruption events and taxes and expenses:

19. Observation Consequences of a Disrupted Day (in respect of an
Averaging Date, Lookback Date or Trigger Event
Date):
(Preference
Share
General
Condition 11.2 (Averaging Dates, Lookback Dates and
Trigger Event Observation Dates))
Not Applicable
20. FX Disruption Event: (Preference Share General
Condition 15 (FX Disruption Event))
Not Applicable
21. Local Jurisdiction Taxes and Expenses: (Preference
Share General Condition 16 (Local Jurisdiction Taxes
and Expenses))
Not Applicable
22. Additional
Disruption
Events:
(Preference
Share
General Condition 14 (Adjustment or early redemption
following an Additional Disruption Event))
(a) Change in Law: Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(b) Currency Disruption Event: Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(c) Hedging Disruption: Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(d) Extraordinary Market Disruption: Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(e) Increased Cost of Hedging: Not Applicable as per Preference Share General
Condition 31 (Definitions and interpretation)
(f) Affected Jurisdiction Hedging Disruption: Not Applicable as per Preference Share General
Condition 31 (Definitions and interpretation)
(g) Affected
Jurisdiction
Increased
Cost
of
Hedging:
Not Applicable as per Preference Share General
Condition 31 (Definitions and interpretation)
(h) Increased Cost of Stock Borrow: Not Applicable as per Preference Share General
Condition 31 (Definitions and interpretation)
(i) Loss of Stock Borrow: Not Applicable as per Preference Share General
Condition 31 (Definitions and interpretation)
(j) Foreign Ownership Event Not Applicable as per Preference Share General
Condition 31 (Definitions and interpretation)
(k) Fund Disruption Event: Not Applicable as per Preference Share General
Condition 31 (Definitions and interpretation)
23. Early Cash Settlement Amount: Market Value
24. Unwind Costs: Applicable
25. Market Disruption of connected Futures Contracts: Not Applicable
General Provisions:
26. Form of Preference Shares: Uncertificated registered securities
27. Trade Date: 13 June 2023
28. Early Redemption Notice Period Number: As specified in Preference Share General Condition 31
(Definitions and interpretation)
29. Business Day: As defined in Preference Share General Condition 31
(Definitions and interpretation)
30. Business Day Convention: Following
31. Determination Agent: Barclays Bank PLC
32. Registrar: Maples Fiduciary Services (Jersey) Limited
33. Relevant Benchmark: Amounts payable under the Preference Share may be
calculated by reference to STOXX Europe 600 Basic
Resources Price EUR which is provided by Stoxx Ltd.
(the "Administrator"). As at the date of this Preference
Share Confirmation, the Administrator does not appear
on the register of administrators and benchmarks
established and maintained by the Financial Conduct
Authority ("FCA") pursuant to article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011)
as it forms part of UK domestic law by virtue of the
European (Withdrawal) Act 2018 (as amended) (as
amended, the "UK Benchmarks Regulation").
As far as the Issuer is aware the transitional provisions
in Article 51 of the UK Benchmarks Regulation apply,
such that Stoxx Ltd. is not currently required to obtain
authorisation or registration (or, if located outside the
United
Kingdom,
recognition,
endorsement
or
equivalence).

Amounts payable under the Preference Share may be calculated by reference to STXE 600 Oil & Gas EUR which is provided by Stoxx Ltd. (the "Administrator"). As at the date of this Preference Share Confirmation, the Administrator does not appear on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation").

As far as the Issuer is aware the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that Stoxx Ltd. is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).

Amounts payable under the Preference Share may be calculated by reference to STXE 600 Insurance EUR which is provided by Stoxx Ltd. (the "Administrator"). As at the date of this Preference Share Confirmation, the Administrator does not appear on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation").

As far as the Issuer is aware the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that Stoxx Ltd. is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).

PART B – OTHER INFORMATION

(1) LISTING AND ADMISSION TO TRADING

The Preference Shares are not listed on any stock exchange.

(2) PERFORMANCE OF REFERENCE ASSET AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET

Bloomberg screen: SXPP in respect of STOXX Europe 600 Basic Resources Price EUR.

Bloomberg screen: SXEP in respect of STXE 600 Oil & Gas EUR. Bloomberg screen: SXIP in respect of STXE 600 Insurance EUR.

Index Disclaimer: See Annex hereto

ANNEX – INDEX DISCLAIMERS

STOXX® Europe 600 Basic Resources Index (the "Index")

The Index is the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland ("STOXX"), Deutsche Börse Group or their licensors, which is used under license. The Securities are neither sponsored nor promoted, distributed or in any other manner supported by STOXX, Deutsche Börse Group or their licensors, research partners or data providers and STOXX, Deutsche Börse Group and their licensors, research partners or data providers do not give any warranty, and exclude any liability (whether in negligence or otherwise) with respect thereto generally or specifically in relation to any errors, omissions or interruptions in the Index or its data.

STOXX® Europe 600 Oil & Gas Index (the "Index")

The Index is the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland ("STOXX"), Deutsche Börse Group or their licensors, which is used under license. The Securities are neither sponsored nor promoted, distributed or in any other manner supported by STOXX, Deutsche Börse Group or their licensors, research partners or data providers and STOXX, Deutsche Börse Group and their licensors, research partners or data providers do not give any warranty, and exclude any liability (whether in negligence or otherwise) with respect thereto generally or specifically in relation to any errors, omissions or interruptions in the Index or its data.

STOXX® Europe 600 Insurance Index (the "Index")

The Index is the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland ("STOXX"), Deutsche Börse Group or their licensors, which is used under license. The Securities are neither sponsored nor promoted, distributed or in any other manner supported by STOXX, Deutsche Börse Group or their licensors, research partners or data providers and STOXX, Deutsche Börse Group and their licensors, research partners or data providers do not give any warranty, and exclude any liability (whether in negligence or otherwise) with respect thereto generally or specifically in relation to any errors, omissions or interruptions in the Index or its data.