Barclays PLC — Capital/Financing Update 2023

Oct 26, 2023

Final Terms

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. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, the "EU MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of the EU MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the EU PRIIPs Regulation.

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573

GBP 2,999,999 Securities due December 2025 pursuant to the Global Structured Securities Programme (the "Tranche 2 Securities") to be consolidated and form and a single series with the GBP 3,000,000 Securities issued due December 2025 and on 21 December 2021 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities" and together the "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 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 the GSSP Preference Share Linked Base Prospectus which constitutes a base prospectus drawn up as separate documents (including the Registration Document dated 6 March 2023 as supplemented on 28 July 2023 and the Securities Note relating to the Preference Share Linked Base Prospectus dated 14 April 2023) for the purposes of Article 8(6) of the UK Prospectus Regulation (the "Base Prospectus"), save for the Terms and Conditions of the of the Securities which are extracted from the GSSP Base Prospectus 16 dated 29 June 2021, as supplemented on 18 November 2021 (the "2021 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 2021 GSSP Base Prospectus 16. A summary of the individual issue of the Securities is annexed to these Final Terms.

The Base Prospectus, any supplements to the Base Prospectus and the 2021 GSSP Base Prospectus 16 are available for viewing at https://home.barclays/investor-relations/fixed-income-investors/prospectus-anddocuments/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 2021 GSSP Base Prospectus 16 and not defined in the Final Terms shall bear the same meanings when used herein.

BARCLAYS

Final Terms dated 26 October 2023

PART A – CONTRACTUAL TERMS

1.	(a) Series number: (b) Tranche number:			NX00314962 2
2.	Currency:			Pound Sterling ("GBP")
3.	Securities: (i) Tranche: (ii) Series: (b) Specified Denomination: (c) Minimum Tradable Amount: (d) Calculation Amount:	(a) Aggregate Nominal Amount as at the Issue Date:		GBP 2,999,999.00 GBP 5,999,999.00 GBP 1 Not Applicable GBP 1.00
4.	Issue Price:			100% of par.
5.	Issue Date:			Tranche 1: 21 December 2021 Tranche 2: 26 October 2023
6.	Scheduled Redemption Date:			22 December 2025
7.		Preference Share linked Securities: (a) Underlying Preference Share(s) and Underlying Preference Share Reference Asset(s):		Underlying Preference Share: 1 Preference Share linked to FTSE 100 INDEX, the S&P 500 Index and the EURO STOXX 50® Index (the "Underlying Preference Share Reference Asset") issued by Teal Investments Limited (Class number:
	(b) Final Valuation Date:			PEISM0207) 15 December 2025, subject as specified in General
	(c) Valuation Time:			Condition 5.3 (Relevant defined terms) As specified in General Condition 5.3 (Relevant defined terms)
8.	Additional Disruption Event: (a) Change in Law:			Applicable as per General Condition 22.1 (Definitions)
	(b) Currency Disruption Event:			Applicable as per General Condition 22.1 (Definitions) Applicable as per General Condition 22.1
	(c) Extraordinary Market Disruption: (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 Event:	Adjustment	Applicable
9.	Form of Securities:			Global Bearer Securities: Permanent Global Security
				NGN Form: Not Applicable
				Held under the NSS: Not Applicable
				CGN Form: Applicable
				CDIs: Common Depositary Interests (CDIs) issued and settled through CREST representing indirect interests in the Securities
10.	Trade Date:			Tranche 1: 14 December 2021

		Tranche 2: 19 October 2023
11.	871(m) Securities	The Issuer has determined that Section 871(m) of the US Internal Revenue Code is not applicable to the Securities.
12.	(i) Prohibition of Sales to UK Retail Investors: (ii) Prohibition of Sales to EEA Retail Investors:	Not Applicable Applicable – see the cover page of these Final Terms
13.	Early Cash Settlement Date:	As specified in General Condition 22.1 (Definitions)
14.	Early Redemption Notice Period Number:	Applicable as per General Condition 22.1 (Definitions)
15.	Additional Business Centre(s):	London
16.	Determination Agent:	Barclays Bank PLC
17.	Registrar:	Not Applicable
18.	CREST Agent:	Not Applicable
19.	Transfer Agent:	Not Applicable
20.	(a) Names of Manager:	Barclays Bank PLC

- (b) Date of underwriting agreement: Not Applicable

1. Relevant Benchmarks: Amounts payable under the Securities may be calculated by reference to FTSE 100 INDEX which is provided by FTSE International Limited (the "Administrator"). As at the date of these Final Terms, the Administrator appears 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").

Amounts payable under the Securities may be calculated by reference to S&P 500, which is provided by S&P Dow Jones Indices LLC (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").

Amounts payable under the Securities may be calculated by reference to EURO STOXX 50® Index, which is provided by STOXX Limited (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 Limited and S&P Dow Jones Indices LLC are 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 for the Tranche 2 Securities 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 on or around the Issue Date of the Tranche 2 Securities.
		Application for the Tranche 1 Securities was 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 of the Tranche 1 Securities.
(b)	Estimate of total expenses related	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:

to admission to trading:

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 Asset may be obtained from Bloomberg Screen: UKX Index; SPX Index and SX5E Index.

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:	XS2326966210
(b)	Common Code:	232696621
(c)	SEDOL:	BP8KYS2
(d)	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):	Euroclear UK & Ireland Limited (as the operator of CREST), 33 Cannon Street, London EC4M 5SB, United Kingdom
(e)	Delivery:	Delivery free of payment
(f)	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.

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 2,999,999.00 Securities due December 2025 pursuant to the Global Structured Securities Programme to be consolidated and form a single series with the GBP 3,000,000.00 Securities issued on 21 December 2021 and due December 2025 pursuant to the Global Structured Securities Programme (ISIN: XS2326966210) (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 top-tier, full service, 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 Officer* 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. The selected financial information included in the table below for the six months ended 30 June 2023 and 30 June 2022 was derived from the unaudited interim financial statements of the Issuer in respect of the six months ended 30 June 2023 (the "Interim Results Announcement"). Certain of the comparative financial metrics included in the table below for the six months ended 30 June 2022 were restated in the Interim Results Announcement.

	As at 30 June	(unaudited)	As at 31 December
	2023	2022	2022	2021
	(Em)			(Em)
Net interest income	3,120	2,233	5.398	3,073
Net fee and commission income	2,806	2,839	5,426	6,587
Credit impairment (charge) / release	(688)	(293)	(933)	277
Net trading income	3,853	5,026	7,624	5,788
Profit before tax	3,132	2,605	4,867	5,418
Profit after tax	2,607	2,129	4,382	4,588

	As at 30 lune (unaudited)	As at 31 December
	2023	2022	2021
	(Em)	(Em)
Total assets	1,246,636	1,203,537	1,061,778
Debt securities in issue	58.377	60,012	48,388
Subordinated liabilities	36,325	38,253	32,185
Loans and advances at amortised cost	183,237	182,507	145,259
Deposits at amortised cost	307,820	291,579	262,828
Total equity	58,348	58,953	56,317

	As at 30 June
	(unaudited)	As at 31 December
	2023	2022	2021
	(%)		(96)
Common Equity Tier 1 capital	125	12.7	12.9
Total regulatory capital	20.1	20.8	20.5
UK leverage ratio (sub-consolidated)²	5.9

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 terrorism or global conflicts, 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) the impact of COVID-19; (ii) potentially unfavourable global and local economic and market conditions, as well as geopolitical developments; (iii) the UK's withdrawal from the EU; (iv) the impact of interest rate changes on the Barclays Bank Group's profitability; (v) the competitive environments of the banking and financial services industry; (vi) the regulatory change agenda and impact on business model; (vii) the impact of climate change on the Barclays Bank Group's business; and (viii) the impact of benchmark interest rate reforms on the Barclays Bank Group.

• 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 of loans and advances due from borrowers and counterparties in any specific portfolio. 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; and (3) interest rate risk in the banking book – the risk that the Barclays Bank Group is exposed to capital or income 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 the risk of potential adverse consequences from financial assessments or 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 detriment to customers, clients, market integrity, effective competition or the Barclays Bank Group from the inappropriate supply of financial services, including instances of wilful or negligent misconduct. 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 competence. The Barclays Bank Group conducts activities in a highly regulated 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 are often 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 legal obligations, including legal or contractual requirements. Legal risk may arise in relation to any number of the material existing and emerging risks summarised above.

In Q2 2023, the "Conduct Risk" principal risk was expanded to include "Laws, Rules and Regulations (LRR) Risk" and consequently renamed "Compliance Risk". Reflecting this, the definition of compliance risk is: "The risk of poor outcomes for, or harm to, customers, clients and markets, arising from the delivery of the firm's products and services (also known as "Conduct Risk") and the risk to Barclays Bank Group, its clients, customers or markets from a failure to comply with the laws, rules and regulations applicable to the firm (also known as Laws, Rules and Regulations Risk "LRR Risk")." The definition of the "Legal Risk" principal risk was updated to: "The risk of loss or imposition of penalties, damages or fines from the failure of the firm to meet applicable laws, rules and regulations or contractual requirements or to assert or defend its intellectual property rights." The revised framework is in force from June 2023.

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: NX00314962; Tranche number: 2; ISIN: XS2326966210; Common Code: 232696621.

The Securities are cleared and settled through Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and/or Euroclear UK & Ireland Limited (CREST).

Interests in the Securities will be constituted through the issuance of CREST direct interests ("CDIs"). CDIs are independent securities under English law and will be issued by CREST. Holders of CDIs will not be entitled to deal in the Securities directly and all dealings in the Securities must be effected through CREST in relation to the holding of CDIs.

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. The issue size is GBP 2,999,999.00 and the issue price is 100.00% of par.

The issue date is 26 October 2023 and the redemption date is 22 December 2025 (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 Preference Share linked to FTSE 100 INDEX, S&P 500 Index & EURO STOXX 50® Index issued by Teal Investments Limited (Class number: PEISM0207), the "Underlying Preference Share", the value of which is dependent on the performance of the 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 15 December 2025, being the "Final Valuation Date". The Final Valuation Date is subject to adjustment.
• Preference Share Valueinitial: the Underlying Preference Share on 21 December 2021, 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 Valuation Price of the Worst Performing Underlying Preference Share Reference Asset is greater than or equal to its Knock-in Barrier Price:

Value of the Underlying Preference Share = the sum of: (1) 100% multiplied by the Calculation Amount (being GBP 100) and (2) the Additional Amount (calculated as below).

If:

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

Value of the Underlying Preference Share = the sum of: (1) the Additional Amount and (2) the Final Valuation Price of the Worst Performing Underlying Preference Share Reference Asset divided by its corresponding Strike Price and then multiplied by the Calculation Amount (being GBP 100).

Where:

• Calculation Amount: GBP 100.

• Final Valuation Price: in respect of an Underlying Preference Share Reference Asset, the closing price or level of such Underlying Preference Share Reference Asset on 15 December 2025, subject to adjustment.
• Initial Price: in respect of an Underlying Preference Share Reference Asset, the Initial Price specified in respect of such Underlying Preference Share Reference Asset in the table below.

	Underlying Preference Reference Asset	Share	Initial Price
	FTSE 100 Index		7,218.64
	S&P 500 Index		4,634.09
	EURO STOXX 50® Index		4,144.51
•	Knock-in Barrier Percentage: 65%.

• Knock-in Barrier Price: in respect of the Worst Performing Underlying Preference Share Reference Asset, an amount which is calculated as 65% multiplied by the Initial Price of that Underlying Preference Share Reference Asset.
• Strike Price: in respect of the Worst Performing Underlying Preference Share Reference Asset, an amount which is calculated as 100% multiplied by the Initial Price of that Underlying Preference Share Reference Asset.
• Strike Price Percentage: 100%.
• Underlying Preference Share Reference Asset: FTSE 100 Index, S&P 500 Index and EURO STOXX 50® Index.
• 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.

Additional Amount: The calculation of the value of the Underlying Preference Share includes an 'Additional Amount' component.

The Additional Amount is calculated as the sum of each 'Contingent Return', which is a value calculated on each Observation Date. In respect of each Observation Date, the Contingent Return will be zero unless the closing price or level of every Underlying Preference Share Reference Asset is at or above its corresponding Digital Barrier. If this occurs, the Contingent Return will be calculated by:

multiplying the Fixed Rate (being 23.20%) by the Calculation Amount (being GBP 100)

Where:

• Digital Barrier: in respect of each Underlying Preference Share Reference Asset and an Observation Date, 65% multiplied by the Initial Price of each such Underlying Preference Share Reference Asset.
• Fixed Rate: 23.20%.

Observation Date(s): 15 December 2025, subject to adjustment

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 26 October 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. The payment of any amount due under the Securities is dependent upon the Issuer's ability to fulfil its obligations when they fall due. The Securities are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any other deposit protection insurance scheme. Therefore, if the Issuer fails or is otherwise unable to meet its payment obligations under the Securities, you will lose some or all of your investment.
• 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 Valuation Price is less than the Knock-in Barrier Price 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'.
• Your ability to participate in any positive change in the value of the Underlying Preference Share Reference Asset(s) is limited, no matter how much the level of the Underlying Preference Share Reference Asset(s) rises above the cap level over the life of the Underlying Preference Share. Accordingly, the value of or return on the Underlying Preference Share and, in turn, the Securities may be significantly less than if you had purchased the Underlying Preference Share Reference Asset(s) directly.
• 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 Issuer 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 20 December 2021

TEAL INVESTMENTS LIMITED

(the "Preference Share Issuer")

(Incorporated in Jersey and independent to the Issuer)

Class PEISM0207 GBP Preference Shares linked to FTSE 100 INDEX, S&P 500 INDICES, EURO STOXX 50® INDEX due December 2025

(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		PEISM0207
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: 20 December 2021
7.		Scheduled Redemption Date:	23 December 2025
		Provisions relating to redemption: (Preference Share General Condition 6 (Final redemption))
8.		Underlying Performance Type:	Worst-of
9.		(a) Redemption Valuation Type:	Capped Settlement
	(b)	Additional Amount: (Preference Share General Condition 7 (Determination of the Additional Amount))	Contingent Total Return
10.		Redemption Value Barriers and Thresholds:
	(a)	Barrier:	European
	(b)	Strike price Percentage	100%
	(c)	Knock-in Barrier Percentage:	65.00%
11.		Additional Amount Barriers and Thresholds:
	(a)	Digital Barrier Percentage:	65%
	(b)	Fixed Rate:	23.20%
	(c)	Observation Date(s):	15 December 2025

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))

13.	Autocall (Phoenix):	Not Applicable
14.	Issuer Early Redemption Option:	Applicable
15.	Investor Early Redemption Option:	Applicable

Provisions relating to the Reference Asset(s):

1. Reference Asset(s):

(a)	Share(s):		Not Applicable
(b)		Equity Index:	Each Equity Index set out in Table 2 below in the column entitled 'Equity Index'
	(i)	Exchange(s):	In respect of each Equity Index, each Exchange set out in Table 2 below in the column entitled 'Exchange'.
	(ii)	Related Exchange(s):	In respect of each Equity Index, All Exchanges
	(iii)	Bloomberg Screen:	In respect of each Equity Index, 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):	In respect of each Equity Index, each Index Sponsor set out in Table 2 below in the column entitled 'Index Sponsor'.
	(vi)	Valuation Time:	In respect of each Equity Index, as specified in Preference Share General Condition 31 (Definitions and interpretation)

Equity Index:	Initial Price:	Exchange:	Bloomberg Screen:	Index Sponsor:
S&P 500 Index	4,634.09	Multi exchange Index	SPX	S&P Dow Jones Indices LLC.
FTSE 100 Index	7,218.64	Multi exchange Index	UKX	FTSE international Limited.
EURO STOXX 50® Index	4,144.51	Multi exchange Index	SX5E	STOXX Limited

17. Initial Price: In respect of each Equity Index, 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:	14 December 2021

	General Provisions:
25.		Market Disruption of connected Futures Contracts:	Not Applicable
24.	Unwind Costs:		Applicable
23.	Early Cash Settlement Amount:		Market Value
	(k)	Fund Disruption Event:	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)
	(i)	Loss of Stock Borrow:	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)
	(g)	Affected Jurisdiction 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)
	(e)	Increased Cost of Hedging:	Not 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)
	(c)	Hedging Disruption:	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)
	(a)	Change in Law:	Applicable as per Preference Share General Condition 31 (Definitions and interpretation)
22.	Additional Disruption Events: (Preference Share General Condition 14 (Adjustment or early redemption following an Additional Disruption Event))
21.	Local Jurisdiction Taxes and Expenses: (Preference Share General Condition 16 (Local Jurisdiction Taxes and Expenses))		Not Applicable
20.	FX Disruption Event: (Preference Share General Condition 15 (FX Disruption Event))		Not Applicable
19.	Consequences of a Disrupted Day (in respect of an Averaging Date, Lookback Date or Trigger Event Observation Date): (Preference Share General Condition 11.2 (Averaging Dates, Lookback Dates and Trigger Event Observation Dates))		Not Applicable
		Provisions relating to disruption events and taxes and expenses:
	(d)	Final Valuation Date:	15 December 2025
	(c)	Max Lookback-out:	Not Applicable
	(b)	Min Lookback-out:	Not Applicable
	(a)	Averaging-out:	Not Applicable
18.	Final Valuation Price:		The Valuation Price on the Final Valuation Date

- 26. Form of Preference Shares: Uncertificated registered securities

• 1. Additional Business Centre(s): London
• 1. Business Day Convention: Following
• 1. Determination Agent: Barclays Bank PLC

• Trade Date: 14 December 2021

• Early Redemption Notice Period Number: As specified in Preference Share General Condition 31 (Definitions and interpretation)

-

32. Registrar: Maples Fiduciary Services (Jersey) Limited

1. Relevant Benchmark: Amounts payable under the Securities may be calculated by reference to FTSE 100 INDEX which is provided by FTSE International Limited (the "Administrator"). As at the date of these Final Terms, the Administrator appears 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").

Amounts payable under the Securities may be calculated by reference to S&P 500,, which is provided by S&P Dow Jones Indices LLC (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").

Amounts payable under the Securities may be calculated by reference to EURO STOXX 50® Index, which is provided by STOXX Limited (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 Limited and &P Dow Jones Indices LLC are 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: UKX Index; SPX Index and SX5E Index

Index Disclaimer: UKX Index; SPX Index and SX5E Index