Barclays PLC — Capital/Financing Update 2023

Dec 20, 2023

UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO UK 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 United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA and regulations made thereunder (as amended, the "UK Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

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.

PROHIBITION OF SALES TO SWISS RETAIL INVESTORS – The Securities are not intended to be offered, sold or otherwise made available to and may not be offered, sold or otherwise made available to any retail investor in Switzerland. For these purposes a "retail investor means a person who is not a professional or institutional client, as defined in article 4 para. 3, 4 and 5 and article 5 para. 1 and 2 of the Swiss Federal Act on Financial Services of 15 June 2018, as amended ("FinSA"). Consequently, no key information document required by FinSA for offering or selling the Securities or otherwise making them available to retail investors in Switzerland has been prepared and therefore, offering or selling the Securities or making them available to retail investors in Switzerland may be unlawful under FinSA.

The Securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the FinSA and no application has or will be made to admit the Securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither the Base Prospectus, the Final Terms nor any other offering or marketing material relating to the Securities constitute a prospectus pursuant to the FinSA, and neither the Base Prospectus, the Final Terms nor any other offering or marketing material relating to the Securities may be publicly distributed or otherwise made publicly available in Switzerland.

The Securities and, as applicable, the Entitlements, have not been and will not be, at any time, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) ("U.S. persons"), except in certain transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. The Securities are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S. Trading in the Securities and, as applicable, the Entitlements, has not been approved by the U.S. Commodity Futures Trading Commission under the U.S. Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"), and the rules and regulations promulgated thereunder.

The Securities have not been, and will not be, registered with the National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and, therefore, the Securities may not be publicly offered or sold in Mexico, except that the Securities may be offered and sold in Mexico to investors that qualify as institutional or accredited investors pursuant to the private placement exception set forth in Article 8 of the Mexican Securities Market Law and regulations thereunder.

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573

MXN 500,000,000 Securities due December 2028 under 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 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 UK 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 GSSP UK Base Prospectus dated 17 April 2023 as supplemented on 20 November 2023) for the purposes of Article 8(6) of the UK Prospectus Regulation (the "Base Prospectus"). Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of this Final Terms and the Base Prospectus. A summary of the individual issue of the Securities is annexed to this Final Terms.

The Base Prospectus, and any supplements thereto, are available for viewing at https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structuredsecurities-prospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office.

The Registration Document and the supplements thereto are available for viewing at: https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structuredsecurities-prospectuses/#registrationdocument and https://home.barclays/investor-relations/fixedincome-investors/prospectus-and-documents/structured-securitiesprospectuses/#registrationdocumentsupplement.

Words and expressions defined in the Base Prospectus and not defined in the Final Terms shall bear the same meanings when used herein.

BARCLAYS

Final Terms dated 20 December 2023

PART A – CONTRACTUAL TERMS

1.	(a)	Series number:	NX00383323
	(b)	Tranche number:	1
2.	Currencies:
	(a)	Issue Currency:	Mexican Peso ("MXN")
	(b)	Settlement Currency:	MXN
3.		Exchange Rate:	Not Applicable
4.	Securities:		Notes
5.	Notes:		Applicable
	(a)	Aggregate Nominal Amount as at the Issue Date:
		(i) Tranche:	MXN 500,000,000
		(ii) Series:	MXN 500,000,000
	(b)	Specified Denomination:	MXN 100,000
	(c)	Minimum Tradable Amount:	MXN 100,000 (and MXN 100,000 thereafter)
6.	Certificates:		Not Applicable
7.	Calculation Amount:		MXN 100,000 per Security
8.	Issue Price:		100% of the Specified Denomination
9.	Issue Date:		20 December 2023
10.	Scheduled Settlement Date:		20 December 2028, subject to adjustment in accordance with the Business Day Convention
11.		Type of Security:	Fixed Rate Securities
12.	Relevant Annex(es) which apply to the Securities:		None
13.		Underlying Performance Type:	Not Applicable
		Provisions relating to interest (if any) payable
14.	Interest Type:		Fixed
15.	(a)	Fixed Interest Type:	Per Annum
	(b)	Fixed Interest Rate:	9.90% per annum
	(c)	Floating Rate Determination – CMS Rate:	Not Applicable

(d)	Floating Rate Determination – Reference Rate:	Not Applicable
(e)	Fixed Interest Determination Date(s):	Not Applicable
(f)	Interest Valuation Date(s):	Not Applicable
(g)	Interest Determination Dates:	Semi-annually on the 20th of June and December, commencing on 20 June 2024 to and including the Scheduled Settlement Date, each subject to adjustment in accordance with the Business Day Convention
(h)	Fixing Business Day:	Not Applicable
(i)	Interest Payment Date(s):	Semi-annually on the 20th of June and December, commencing on 20 June 2024 to and including the Scheduled Settlement Date, each subject to adjustment in accordance with the Business Day Convention
(j)	T:	Not Applicable
(k)	Observation Dates:	Not Applicable
(l)	Interest Barrier Percentage:	Not Applicable
(m)	Lower Barrier:	Not Applicable
(n)	Lower Barrier Percentage:	Not Applicable
(o)	Upper Barrier:	Not Applicable
(p)	Knock-out Barrier Percentage:	Not Applicable
(q)	Day Count Fraction:	Actual/360
(r)	Interest Period End Dates:	Each Interest Payment Date
(s)	Interest Commencement Date:	Issue Date
(t)	Zero Coupon:	Not Applicable
(u)	Range Accrual Factor:	Not Applicable
(v)	Switch Option:	Not Applicable
(w)	Conversion Option:	Not Applicable
(x)	Global Floor	Not Applicable
	Provisions relating to Automatic Settlement (Autocall)

1. Automatic Settlement (Autocall): Not Applicable

2. 1. Optional Early Settlement Event: General Condition 12 (Optional Early Settlement) Not Applicable
3. 1. Option Type: Not Applicable

Provisions relating to Final Settlement

19.	(a)	Final Settlement Type:		Fixed
	(b)	Settlement Method:		Cash
	(c)	Trigger Event Type:		Not Applicable
	(d) Percentage:	Final	Barrier	Not Applicable
	(e) Percentage:	Strike	Price	Not Applicable
	(f) Percentage:	Knock-in	Barrier	Not Applicable
	(g)	Knock-in Period Start Date:	Barrier	Not Applicable
	(h)	Knock-in Period End Date:	Barrier	Not Applicable
	(i) Percentage:	Lower Strike	Price	Not Applicable
	(j)	Participation:		Not Applicable
	(k)	Cap:		Not Applicable
	(l)	Protection Level:		100.00%
		Provisions relating to Nominal Call Event
20.		Nominal Call Event:		Not Applicable
		Provisions relating to the Underlying Asset(s)
21.		Underlying Assets:		Not Applicable
22.	Initial Price:			Not Applicable
23.		Final Valuation Price:		Not Applicable
	Provisions relating to disruption events and taxes and expenses

• 1. Consequences of a Disrupted Day (in respect of an Averaging Date or Lookback Date): Not Applicable
• 1. Additional Disruption Event:
• (a) Change in Law: Applicable as per General Condition 37.1 (Definitions)
• (b) Currency Disruption Event: Applicable as per General Condition 37.1 (Definitions)

	(c)	Issuer Tax Event:	Applicable as per General Condition 37.1 (Definitions)
	(d)	Extraordinary Market Disruption:	Applicable as per General Condition 37.1 (Definitions)
	(e)	Hedging Disruption:	Not Applicable
	(f)	Increased Cost of Hedging:	Not Applicable
	(g)	Affected Jurisdiction Hedging Disruption:	Not Applicable
	(h)	Affected Jurisdiction Increased Cost of Hedging:	Not Applicable
	(i)	Increased Cost of Stock Borrow:	Not Applicable
	(j)	Loss of Stock Borrow:	Not Applicable
	(k)	Foreign Ownership Event:	Not Applicable
	(l)	Fund Disruption Event:	Not Applicable
26.	Unlawfulness	and Impracticability:	Limb (b) of Condition 26 of the General Conditions: Not Applicable
27.	Early Cash Settlement Amount:		Greater of Market Value and Settlement Floor (Settlement Floor: 100%)
28.	Early Settlement Notice Period Number:		As set out in General Condition 37.1 (Definitions)
29.	Unwind Costs:		Not Applicable
30.		Settlement Expenses:	Not Applicable
31.		FX Disruption Event:	Not Applicable
32.	Expenses:	Local Jurisdiction Taxes and	Not Applicable
		General provisions
33.		Form of Securities:	Global Bearer Securities: Permanent Global Security
			CDIs: Not Applicable
34.	Trade Date:		14 December 2023
35.		Taxation Gross Up:	Not Applicable
36.		871(m) Securities:	The Issuer has determined that Section 871(m) of the U.S. Internal Revenue Code is not applicable to the Securities.
37.	(a) Prohibition of Sales to UK Retail Investors:		Applicable – see the cover page of these Final Terms

	(b)	Prohibition of Sales to EEA Retail Investors:	Applicable – see the cover page of these Final Terms
	(c)	Prohibition of Sale of Swiss Retail Investors:	Applicable – see the cover page of these Final Terms
38.	Business Day		With respect to payments only: Mexico City and New York (each, a "Business Day Financial Centre"), and a Clearing System Business Day
39.		Business Day Convention:	Following
40.		Determination Agent:	Barclays Bank PLC
41.	Registrar:		Not Applicable
42.	CREST Agent:		Not Applicable
43.		Transfer Agent:	Not Applicable
44.	(a)	Name of Manager:	Barclays Bank PLC
	(b)	Date of underwriting agreement:	Not Applicable
	(c)	Names and addresses of secondary trading intermediaries and main terms of commitment:	Not Applicable
45.		Governing law:	English law
46.		Relevant Benchmark:	Not Applicable

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 with effect from the Issue Date.
• (b) Estimate of total expenses related to admission to trading: GBP 350

2. RATINGS

Ratings: Upon issuance, the Securities are expected to be rated:

Standard & Poor's: A+

Moody's: A1

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

Save for any fees payable to the Manager and save as discussed in risk factor 6 (RISKS ASSOCIATED WITH CONFLICTS OF INTEREST AND DISCRETIONARY POWERS OF THE ISSUER AND THE DETERMINATION AGENT), so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

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

• (a) Reasons for the offer: General funding
• (b) Use of proceeds: Not Applicable
• 1. YIELD

9.90% per cent per annum

6. HISTORIC INTEREST RATES

Not Applicable

7. PERFORMANCE OF UNDERLYING ASSET, AND OTHER INFORMATION CONCERNING THE UNDERLYING ASSET

N/A

8. POST-ISSUANCE INFORMATION

Not Applicable

9. OPERATIONAL INFORMATION

(a)	ISIN:	XS2674310276
(b)	Common Code:	267431027
(c)	Relevant Clearing Systems:	Euroclear, Clearstream
(d)	Delivery:	Delivery free of payment.

(e) Name and address of additional Paying Agent(s): Not Applicable

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. Civil liability attaches only to those persons who have tabled the Summary, 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: MXN 500,000,000 Securities due 20 December 2028 pursuant to the Global Structured Securities Programme (ISIN: XS2674310276) (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 17 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 corporate 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. 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 condensed consolidated 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.

Consolidated Income Statement
		As at 30 June (unaudited)	As at 31 December
	2023	2022	2022	2021
		(£m)	(£m)
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
Consolidated Balance Sheet
	As at 30 June (unaudited)		As at 31 December
	2023	2022	2021
	(£m)		(£m)
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

Certain Ratios from the Financial Statements1

	As at 30 June (unaudited)	As at 31 December
	2023	2022	2021
	(%)	(%)
Common Equity Tier 1 capital	12.5	12.7	12.9
Total regulatory capital	20.1	20.8	20.5
UK leverage ratio (sub-consolidated)2	5.9

1 Capital, RWAs and leverage are calculated applying the transitional arrangements of the CRR as amended by CRR II. This includes IFRS 9 transitional arrangements and the grandfathering of CRR II non-compliant capital instruments. ² Leverage minimum requirements for Barclays Bank PLC were set at a sub-consolidated level effective from 1 January 2023. No comparatives are provided as this is the first reporting period for Barclays Bank PLC sub-consolidated leverage.

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; 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 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.

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 offered and admitted to trading, including security identification numbers

The Securities will be in the form of notes and will be uniquely identified by: Series number: NX00383323; ISIN: XS2674310276; Common Code: 267431027.

The Securities will be cleared and settled through Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme.

Currency, specified denomination, issue size and term of the Securities

The Securities will be issued in Mexican Peso ("MXN") (the "Issue Currency") and settled in the same currency (the "Settlement Currency"). The Securities are tradable in nominal and the specified denomination per Security is MXN 100,000. The issue size is MXN 500,000,000 (the "Aggregate Nominal Amount"). The issue price is 100% of the Specified Denomination.

The issue date is 20 December 2023 (the "Issue Date"). Subject to early termination, the Securities are scheduled to redeem on 20 December 2028, (the "Scheduled Settlement Date").

Rights attached to the Securities

Potential return: The Securities will give each holder of Securities the right to receive potential return on the Securities, together with certain ancillary rights such as the right to receive notice of certain determinations and events and the right to vote on some (but not all) amendments to the terms and conditions of the Securities. The potential return will be in the form of: (i) one or more Interest Amounts and (ii) a Final Cash Settlement Amount, provided that if the Securities are early terminated, the potential return may be in the form of an Early Cash Settlement Amount instead.

Taxation: All payments in respect of the Securities shall be made without withholding or deduction for or on account of any UK taxes unless such withholding or deduction is required by law. In the event that any such withholding or deduction is required by law, the Issuer will, save in limited circumstances, be required to pay additional amounts to cover the amounts so withheld or deducted.

Events of default: If the Issuer fails to make any payment due under the Securities or breaches any other term and condition of the Securities in a way that is materially prejudicial to the interests of the holders (and such failure is not remedied within 30 calendar days, or any interest has not been paid within 14 calendar days of the due date), or the Issuer is subject to a winding-up order, then (subject, in the case of interest, to the Issuer being prevented from payment for a mandatory provision of law) the Securities will become immediately due and payable, upon notice being given by the holder.

Limitations on rights

Early settlement following certain disruption events or due to unlawfulness or impracticability: The Issuer may redeem the Securities prior to their Scheduled Settlement Date following the occurrence of certain disruption events or extraordinary events concerning the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the relevant currency of the Securities, or if it determines that an unlawfulness or impracticability event has occurred. In such case, investors will receive an "Early Cash Settlement Amount" equal to the greater of (i) the fair market value of the Securities prior to their redemption and (ii) the product of the Calculation Amount multiplied by 100%, provided that such Early Cash Settlement Amount will be paid on the Scheduled Settlement Date instead if immediately following the event triggering early redemption the fair market value of the Securities is less than the product of the Calculation Amount multiplied by 100%.

Certain additional limitations:

• The terms and conditions of the Securities permit the Issuer and the Determination Agent (as the case may be), on the occurrence of certain events and in certain circumstances, without the holders' consent, to make adjustments to the terms and conditions of the Securities, to redeem the Securities prior to maturity, to postpone or obtain alternative valuation of the Underlying Asset(s), to postpone scheduled payments under the Securities, to change the currency in which the Securities are denominated, to substitute the Issuer with another permitted entity subject to certain conditions, and to take certain other actions with regard to the Securities.
• The Securities contain provisions for calling meetings of holders to consider matters affecting their interests generally and these provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

Governing law

The Securities will be governed by English law and the rights thereunder will be construed accordingly.

Description of the calculation of potential return on the Securities

Calculation Amount: Calculations in respect of amounts payable under the Securities are made by reference to the "Calculation Amount", being MXN 100,000 per Security. Where the Calculation Amount is different from the specified denomination of the Securities, the amount payable will be scaled accordingly.

Indicative amounts: If the Securities are being offered by way of a Public Offer and any specified product values are not fixed or determined at the commencement of the Public Offer (including any amount, level, percentage, price, rate or other value in relation to the terms of the Securities which has not been fixed or determined by the commencement of the Public Offer), these specified product values will specify an indicative amount, an indicative minimum amount, an indicative maximum amount or any combination thereof. In such case, the relevant specified product value(s) shall be the value determined based on market conditions by the Issuer on or around the end of the Public Offer. Notice of the relevant specified product value will be published prior to the Issue Date.

Determination Agent: Barclays Bank PLC will be appointed to make calculations and determinations with respect to the Securities.

A – Interest

During the term of the Securities, the Securities pay Fixed Rate Interest.

Interest will be calculated in respect of the period from (and including) the Issue Date to (but excluding) the next succeeding Interest Period End Date and each successive period from (and including) an Interest Period End Date to (but excluding) the next succeeding Interest Period End Date, provided that if the Securities are to be redeemed prior to the Scheduled Settlement Date and prior to an Interest Period End Date then the final Interest Calculation Period shall end on (but exclude) the early redemption date (each such period, an "Interest Calculation Period"). The table below sets out the respective dates:

Interest Period End Date	Interest Payment Date
Each Interest Payment Date, subject to adjustment in accordance with the Business Day Convention	Semi-annually on the 20th of June and December, commencing on 20 June 2024 to and including the Scheduled Settlement Date, each subject to adjustment in accordance with the Business Day Convention

Fixed Interest: The Interest Amount per Calculation Amount accrued over an Interest Calculation Period in respect of which "Fixed" interest is applicable shall be equal to the Calculation Amount multiplied by the relevant Fixed Rate and Day Count Fraction. The Interest Amount may be a negative amount. The table below gives further details:

Interest Calculation Period	Fixed Rate	Day Count Fraction
As defined in Condition 37.1 of the Base Conditions (Definitions)	9.90% per annum	Actual/360

B – Final Settlement

The Securities are scheduled to redeem on the Scheduled Settlement Date by payment of an amount in the Settlement Currency. You will receive a cash amount per Calculation Amount calculated by multiplying the Calculation Amount by 100%.

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

The Securities are offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act 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.

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

The Securities are subject to the following key risks:

• You may lose some or all of your investment in the Securities: Investors are exposed to the credit risk of Barclays Bank PLC. 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 or deliveries to be made by Barclays Bank PLC as 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. Even though your Securities are repayable at par, you may lose up to the entire value of your investment if the Issuer fails or is otherwise unable to meet its payment or delivery obligations. You may also lose some or all of your investment if: (a) you sell your Securities before their scheduled maturity; (b) your Securities are early redeemed in certain extraordinary circumstances; or (c) the terms and conditions of your Securities are adjusted such that the amount payable or property deliverable to you is less than your initial investment.
• There are risks associated with the valuation, liquidity and offering of the Securities: The market value of your Securities may be significantly lower than the issue price since the issue price may take into account the Issuer's and/or distributor's profit margin and costs in addition to the fair market value of the Securities. The market value of your Securities may be affected by the volatility, level, value or price of the Underlying Asset(s) at the relevant time, changes in interest rates, the Issuer's financial condition and credit ratings, the supply of and demand for the Securities, the time remaining until the maturity of the Securities and other factors. The price, if any, at which you will be able to sell your Securities prior to maturity may be substantially less than the amount you originally invested. Your Securities may not have an active trading market and the Issuer may not be under any obligation to make a market or repurchase the Securities prior to redemption. The Issuer may withdraw the public offer at any time. In such case, where you have already paid or delivered subscription monies for the relevant Securities, you will be entitled to reimbursement of such amounts, but will not receive any remuneration that may have accrued in the period between their payment or delivery of subscription monies and the reimbursement of the Securities.

• You are subject to risks associated with the determination of amount payable under the Securities:

• In order to receive the scheduled minimum amount at maturity, you must hold them until maturity. If the Securities are early redeemed, they may return less than the scheduled minimum amount, or even zero.
• Your Securities are subject to adjustments and early redemption: Pursuant to the terms and conditions of the Securities, following the occurrence of certain disruption events or extraordinary events concerning the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the relevant currency of the Securities, the Determination Agent or the Issuer may take a number of remedial actions, including estimating the value of the Underlying Assets, substituting the Underlying Asset, and making adjustments to the terms and conditions of the Securities. Any of such remedial action may change the economic characteristics of the Securities and have a material adverse effect on the value of and return on the Securities. If no remedial action can be taken, or it is determined that an unlawfulness or impracticability event has occurred, the Issuer may early redeem the Securities by payment of an Early Cash Settlement Amount. If early redemption occurs, you may lose some or all of your investment because the Early Cash Settlement Amount may be lower than the price at which you purchase the Securities, or may even be zero. You will also lose the opportunity to participate in any subsequent positive performance of the Underlying Asset(s) and be unable to realise any potential gains in the value of the Securities. You may not be able to reinvest the proceeds from an investment at a comparable return and/or with a comparable interest rate for a similar level of risk.
• Settlement is subject to conditions and may be impossible in certain circumstances: Payment of the amount payable to you will not take place until all conditions to settlement have been satisfied in full. No additional amounts will be payable to you by the Issuer because of any resulting delay or postponement. Certain settlement disruption events may occur which could restrict the Issuer's ability to make payments, and the date of settlement could be delayed accordingly.
• Certain specific information in relation to the Securities is not be known at the beginning of an offer period: The terms and conditions of your Securities only provide an indicative amount. The actual amounts will be determined based on market conditions by the Issuer on or around the end of the offer period. There is a risk that the indicative amounts will not be same as the actual amount, in which case, the return on your Securities may be materially different from the expected return based on the indicative amount.
• 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.

• Potential conflicts of interest: Conflicts of interest may exist where Barclays Bank PLC or its affiliate: (i) acts in multiple capacities with respect to the Securities (e.g. acting as issuer, manager and determination agent) [and the Barclays Index (e.g. acting as index sponsor, index administrator, licensing agent and/or publisher)]; (ii) enters into hedging transactions to cover the Issuer's exposure to the relevant cash amounts to be paid or assets to be delivered under the Securities as these fall due; and (iii) uses price contributions from its trading desks as a pricing source for an Underlying Asset. In light of such conflicts, the actions taken or determinations made by Barclays Bank PLC in relation to the Securities may not always be in the best interest of the holders. In addition to hedging transactions, Barclays Bank PLC may trade on the Underlying Asset(s) in the ordinary course of its business. Such trading could affect the market price of the Underlying Asset(s), which may in turn materially adversely affect the value and return on your 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?

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

Not Applicable

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

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