Obligation Barclay PLC 0% ( XS2073309739 ) en USD

Société émettrice Barclay PLC
Prix sur le marché 100 %  ⇌ 
Pays  Royaume-uni
Code ISIN  XS2073309739 ( en USD )
Coupon 0%
Echéance 20/02/2025 - Obligation échue



Prospectus brochure de l'obligation Barclays PLC XS2073309739 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 2 700 000 USD
Description détaillée Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

**Remboursement de l'Obligation Zero-Coupon Barclays PLC (XS2073309739) à Échéance** L'obligation émise par Barclays PLC, identifiée par le code ISIN XS2073309739, est arrivée à échéance le 20 février 2025 et a été intégralement remboursée à ses porteurs, marquant la conclusion réussie de cet instrument de dette sur les marchés financiers. Cette obligation, d'une nature particulière, était une obligation zéro-coupon, ce qui signifie qu'elle ne versait pas d'intérêts périodiques à ses détenteurs. L'absence de taux d'intérêt nominal (0%) impliquait que le rendement pour l'investisseur provenait de la différence entre son prix d'acquisition et le remboursement à 100% de sa valeur nominale à maturité. Libellée en dollars américains (USD), l'émission totale s'élevait à 2 700 000 USD. Le montant minimum d'acquisition par unité était fixé à 1 000 USD, rendant cet instrument accessible à un éventail d'investisseurs. Émise par Barclays PLC, entité basée au Royaume-Uni, cette dette représentait un engagement de l'une des plus grandes institutions financières mondiales. Barclays PLC est une institution financière britannique de premier plan, bénéficiant d'une histoire riche de plus de 330 ans. Le groupe opère à l'échelle mondiale, offrant une vaste gamme de services financiers à travers ses divisions de banque de détail, banque d'entreprise et d'investissement (Barclays Corporate and Investment Bank). Classée parmi les plus grandes banques mondiales en termes d'actifs, Barclays est un acteur clé sur les marchés de capitaux, les services bancaires aux entreprises et la gestion de patrimoine, avec une présence significative en Europe, aux Amériques, en Afrique et en Asie. Sa réputation est ancrée dans sa solidité financière et sa capacité à gérer des émissions de dette importantes, telles que celle qui vient à terme. Conformément à ses termes, l'obligation a été remboursée à 100% de sa valeur nominale à la date d'échéance. Ce remboursement au pair garantit que les investisseurs ont récupéré l'intégralité de leur capital initialement investi, clôturant ainsi le cycle de vie de cette obligation sans incident notable. Le remboursement de cette obligation confirme la fiabilité de l'émetteur et le bon fonctionnement des marchés obligataires, assurant la liquidation ordonnée des engagements financiers à leur terme.








OFFERING CIRCULAR

BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
Pursuant to the Global Structured Securities Programme
This Offering Circular has not been submitted to, reviewed by or approved by the United
Kingdom Financial Conduct Authority in its capacity as competent authority under the Financial
Services and Markets Act 2000 (the "FSMA") or any other regulatory authority in its capacity as
competent authority in the EU or the London Stock Exchange plc or any other stock exchange
which constitutes a regulated market for the purposes of Directive 2014/65/EU and Regulation
(EU) No. 600/2014 (together, as may be amended from time to time, "MiFID II/MiFIR").
This means that this Offering Circular does not comprise (i) a Base Prospectus for the purposes
of Article 5(4) of Directive 2003/71/EC of the European Parliament and of the Council as
amended or superseded (the "Prospectus Directive") or any UK or other implementing
legislation related to the Prospectus Directive as applicable, or (ii) Listing Particulars for the
purposes of Section 79 of the FSMA or any other rules or regulations related to a listing on any
regulated market of any stock exchange.
As a result of this Offering Circular not having been approved by any regulatory authority in its
capacity as a competent authority, you should be aware that:

this Offering Circular may not include the type, level and detail of disclosure required by
the Prospectus Directive or other UK or EU legislation concerning disclosure
requirements; and

if you acquire Securities to which this Offering Circular relates you will not have any
recourse to the Issuer under any Prospectus Directive related liability regime, including
but not limited to provisions for compensation arising under Section 90 of the FSMA.
What is this document?
This document as supplemented from time to time by any supplemental offering circular (a
"Supplemental Offering Circular") is an offering circular (this "Offering Circular"), describing
certain securities ("Securities") that may be offered and issued by Barclays Bank PLC (the "Issuer")
under its Global Structured Securities Programme (the "Programme").
This document may be supplemented using a Supplemental Offering Circular from time to time to
reflect any significant new factor, material mistake or inaccuracy relating to the information included in
it.
This Offering Circular has been prepared on the basis that any offer of Securities in a member state of
the European Economic Area which has implemented the Prospectus Directive will be made under an
exemption in the Prospectus Directive from the requirement to publish a prospectus for offers of such
Securities. Accordingly, if you are making or intending to make an offer of Securities to which this
Offering Circular as supplemented from time to time (by any Supplemental Offering Circular) relates,
as amended or supplemented by the Pricing Supplement in any relevant member state, you must only
do so in circumstances where no obligation to publish a prospectus under Article 3 of the Prospectus
Directive arises. The Issuer has not authorised and will not authorise any offer of Securities which
would require the Issuer or any other entity to publish a prospectus in respect of such offer.
Securities issued pursuant to the Programme may be unlisted or an application may be made for
Securities to be listed on any stock exchange other than any stock exchange or market which
constitutes a regulated market for the purposes of MiFID II/MiFIR.
As of the date of this Offering Circular this Offering Circular has been (a) approved by the Irish Stock
Exchange plc trading as Euronext Dublin ("Euronext Dublin") as 'Listing Particulars' for the purposes

1






of the rules of the Global Exchange Market ("GEM") of Euronext Dublin, (b) approved by the
Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") in its capacity as competent
authority under Part IV of the Prospectus Act 2005 and (c) approved by the SIX Swiss Exchange (the
"SIX Swiss Exchange") in its capacity as competent authority under the listing rules of the SIX Swiss
Exchange. This means that the Securities issued pursuant to the Programme may (i) for a period of 12
months from the date of this Offering Circular be admitted to listing on the official list of and trading
on the GEM of Euronext Dublin, and/or (ii) for a period of 12 months from the date of this Offering
Circular be admitted to listing on the official list of and trading on the Euro MTF market (the "Euro
MTF") of the Luxembourg Stock Exchange and/or (iii) for a period of 12 months from the date of this
Offering Circular be admitted to listing on the official list of SIX Swiss Exchange and trading on the
SIX Structured Products Exchange AG's platform (the "SIX platform") of the SIX Swiss Exchange.
Neither the GEM nor the Euro MTF, nor the SIX platform is an EU regulated market for the purposes
of MiFID II/MiFIR.
What should I consider before investing in Securities issued under the Offering Circular?
Investment in Securities to which this Offering Circular relates involves a significant degree of risk and
if you invest in them you should be prepared to sustain a loss of all or part of your investment. You
should not acquire any Securities unless (i) you understand the nature of the relevant transaction, the
complexity of the transaction, the risks inherent in securities generally and the relevant Securities in
particular and the extent of your exposure to potential loss and (ii) any investment in such Securities is
consistent with your overall investment strategy. Before investing in the Securities you should consider
carefully whether the Securities you are considering acquiring are suitable in light of your investment
objectives, financial capabilities and expertise. You should also consult your own business, financial,
investment, legal, accounting, regulatory, tax and other professional advisers to assist you in
determining the suitability of the Securities for you as an investment.
See 'What other documents do I need to read?' below for more information.
What type of Securities does this Offering Circular relate to?
This Offering Circular relates to the issuance of Securities in the form of Notes, Certificates or
Warrants which may or may not bear interest. If the Securities are interest-bearing, such interest may
accrue at a fixed rate, floating rate or a rate determined by reference to the performance of a Reference
Asset. The Securities may be redeemable and issued in Note or Certificate form or they may be
exercisable and issued in Warrant or Exercisable Certificate form.
The Securities may or may not be subject to automatic early redemption or cancellation or may have an
option to allow early redemption or cancellation by the Issuer or Securityholder. The Securities may be
redeemed or cancelled at a cash or physical settlement amount which may or may not be linked to the
performance of one or more specified Reference Assets. Warrants or Exercisable Certificates may be
exercised automatically, be contingent on the performance of a Reference Asset or subject to some
other condition and, if not exercised before a relevant time and date specified, shall become void.
Who is the Issuer?
The Securities will be issued by Barclays Bank PLC (the "Issuer"). If you invest in Securities, you are
therefore exposed to the credit risk of the Issuer and as the investment is not a deposit and is 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 the Issuer are subject to the Issuer's financial position
and its ability to meet its obligations. This Offering Circular incorporates by reference information
describing the business activities of the Issuer and its subsidiaries (the "Bank Group" or "Barclays")
as well as certain financial information and material risks faced by the Issuer and the Bank Group.
How do I use this Offering Circular?
This Offering Circular, together with certain other documents listed within it, is intended to provide
you with information necessary to enable you to make an informed investment decision before you
purchase any Securities.
The contractual terms of any particular issuance of Securities will comprise the terms and conditions
set out on pages 211 to 296 of this Offering Circular (the "Base Conditions"), as supplemented by any

2






Relevant Annex(es) which are specified as applicable in the Pricing Supplement and set out on pages
297 to 645 of this Offering Circular, each as supplemented by a separate Pricing Supplement, which is
specific to that issuance of Securities.
See 'What other documents do I need to read?' and 'What information is included in the Pricing
Supplement?' below for more information.
The Base Conditions are generic provisions which may apply to any issuances of Securities.
The Relevant Annexes comprise 11 individual annexes:
1.
Bond Linked Annex
2.
Commodity Linked Annex
3.
Credit Linked Annex
4.
Equity Linked Annex
5.
Fund Linked Annex
6.
FX Linked Annex
7.
Inflation Linked Annex
8.
Barclays Index Annex
9.
French Securities Annex
10.
Swiss Securities Annex
11.
Belgian Securities Annex
Each Relevant Annex contains certain optional provisions that will only apply to certain issuances of
Securities. The Pricing Supplement will specify which Relevant Annex(es) will apply to your
Securities.
This Offering Circular also includes other general information such as information about the material
risks relating to investing in Securities and information on selling and transfer restrictions.
Capitalised terms used in this Offering Circular have the meanings given to them elsewhere in this
Offering Circular or in the Pricing Supplement. An index of defined terms begins on page 699.
What other documents do I need to read?
This Offering Circular and any Supplemental Offering Circular contain all the information which is
necessary to enable you to make an informed decision regarding the financial position and prospects of
the Issuer and the rights attaching to the Securities. Some of this information is incorporated by
reference from other publicly available documents and some of this information is supplemented and/or
completed in an issue-specific document called the Pricing Supplement. You should read the
documents incorporated by reference, as well as the Pricing Supplement in respect of such Securities,
together with the Offering Circular and any Supplemental Offering Circular.
Documents will be made available at the registered office of the Issuer and by electronic version from
the applicable Issue and Paying Agent.
What information is included in the Pricing Supplement?
While the Offering Circular includes general information about all Securities, the Pricing Supplement
is the document that sets out the specific details of each particular issuance of Securities. For example,
the Pricing Supplement will contain:

the issue date;

3







the type of security;

the dates on which payments or deliveries may be made and the Securities may redeem or be
cancelled early;

if interest is payable and, where it is, the type of interest and the interest payment dates;

the type of final redemption amount or entitlement payable or deliverable (assuming that the
Securities do not redeem or are cancelled early) and the Scheduled Redemption Date or
Expiry Date;

any other information needed to complete the terms included in this Offering Circular for the
particular Securities (identified by the words 'as specified in the Pricing Supplement' or other
equivalent wording);

the Relevant Annex(es) which are applicable (if any); and

if the Securities are unlisted or listed on any official list and if they are admitted to trading on
any stock exchange (other than any stock exchange or market which constitutes a regulated
market for the purposes of MiFID II/MiFIR).
Wherever the Base Conditions or a Relevant Annex provide optional provisions, the Pricing
Supplement will specify which of those provisions apply to a specific issuance of Securities.
What type of Reference Assets can the Securities be linked to?
The payments and/or deliveries under the terms of the Securities issued under this Offering Circular
may be linked to the performance of one or more indices (both public and proprietary), shares, debt
instruments, currencies, commodities, funds and/or FX rates.

20 June 2019


4





Important Information
____________________________________________________________________________
IMPORTANT INFORMATION
IMPORTANT ­ EEA RETAIL INVESTORS
If the Pricing Supplement in respect of the Securities includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the Securities are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA Retail Investor"). For these purposes, an EEA Retail Investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended from time to time, "MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC (as amended from time to time), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor
as defined in the Prospectus Directive. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended from time to time, the "PRIIPs Regulation") for offering
or selling the Securities or otherwise making them available to EEA Retail Investors has been prepared
and therefore offering or selling such Securities or otherwise making them available to any EEA Retail
Investor may be unlawful under the PRIIPS Regulation.
No investment advice
None of this Offering Circular, any Supplemental Offering Circular, any Relevant Annex or any
Pricing Supplement is, nor does it purport to be, investment advice or a recommendation. Unless
expressly agreed otherwise with a particular investor, none of the Issuer or any Manager is acting as an
investment adviser or providing advice of any other nature, or assumes any fiduciary obligation, to any
investor in Securities.
Responsibility
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of
the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Pricing Supplement will (if applicable) specify the nature of the responsibility taken by the Issuer
for the information relating to any Reference Asset to which relevant Securities relate and which is
contained in such Pricing Supplement.
Ratings
The credit ratings included or referred to in this Offering Circular or any document incorporated by
reference are, for the purposes of Regulation (EC) No. 1060/2009 on credit rating agencies (the "CRA
Regulation"), issued by Fitch Ratings Limited ("Fitch"), Moody's Investors Service Ltd. ("Moody's")
and Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"), each of which
is established in the European Union and has been registered under the CRA Regulation.
As of the date of this Offering Circular, the short-term unsecured obligations of the Issuer are rated A-1
by Standard & Poor's, P-1 by Moody's, and F1 by Fitch and the long-term obligations of the Issuer are
rated A by Standard & Poor's, A2 by Moody's, and A+ by Fitch.
Independent evaluation
Nothing set out or referred to in this Offering Circular or supplied in connection with the Programme or
any Securities is intended to provide the basis of any credit or other evaluation (except in respect of any
purchase of Securities described herein) or should be considered as a recommendation by the Issuer or
any Manager that any recipient of this Offering Circular (or any document referred to herein) or any
information supplied in connection with the Programme or any Securities should purchase any
Securities.
A prospective investor should not purchase the Securities unless they understand the extent of their
exposure to potential loss. Prospective investors are urged to read the factors described in the section
headed 'Risk Factors', together with the other information in this Offering Circular (including any

5





Important Information


information incorporated by reference), as supplemented from time to time by any Supplemental
Offering Circular, and the Pricing Supplement, before investing in the Securities.
Prospective investors should note that the risks described in the section headed 'Risk Factors' are not
the only risks that the Issuer faces or that may arise because of the nature of the Securities. The Issuer
has described only those risks relating to its operations and to the Securities that it considers to be
material. There may be additional risks that the Issuer currently considers not to be material or of
which it is not currently aware.
Given the nature, complexity and risks inherent in the Securities (and investments relating to any
Reference Asset), the Securities may not be suitable for an investor's investment objectives in the light
of his or her financial circumstances. Prospective investors should conduct their own independent
investigations into the financial condition, affairs of and their own appraisal of the creditworthiness of
the Issuer, the suitability of the relevant Securities as an investment in light of their own circumstances
and financial condition and the relevant Reference Asset(s) and after due consideration of an
investment linked to any relevant Reference Asset(s). In deciding whether to purchase Securities,
prospective investors should form their own views of the merits of such an investment based upon such
investigations and not in reliance solely upon any information given in this Offering Circular, any
applicable Relevant Annex(es) and/or the Pricing Supplement. Prospective investors should consider
seeking independent advice to assist them in determining whether the Securities are a suitable
investment for them or to assist them in evaluating the information contained or incorporated by
reference into this Offering Circular, contained in a Supplemental Offering Circular, set out in the
Pricing Supplement or received as a result of their own investigations.
Tax
None of the Issuer or any Manager or Agent makes any representation or warranty as to the tax
consequences of an investment in Securities and/or the tax consequences of the acquisition, holding,
transfer or disposal of the Securities by any investor (including, without limitation, whether any stamp
duty, stamp duty reserve tax, excise, severance, sales, use, transfer, documentary or any other similar
tax, duty or charge may be imposed, levied, collected, withheld or assessed by any government,
applicable tax authority or jurisdiction on the acquisition, holding, transfer or disposal of Securities by
any investor). While the attention of prospective investors is drawn to the section entitled 'Taxation',
the tax consequences for each prospective investor in Securities can be different. Therefore,
prospective investors should consider consulting with their tax advisers as to their specific
consequences.
Change of circumstances
The delivery of any of the Offering Circular, any Supplemental Offering Circular, any Relevant
Annex(es) and the Pricing Supplement for a Series (together the "Offering Documents") and any sale
of Securities pursuant thereto does not mean (and a prospective investor must not assume) that
information relating to the Issuer is correct at any time subsequent to the date of such document or that
any other information supplied in connection with the Programme is correct as of any time subsequent
to the date of such document.
Representations
In connection with the issue and sale of Securities, no person has been authorised to give any
information or to make any representation not contained in or consistent with the Offering Documents
and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or any Manager. The Issuer does not accept responsibility for any information
not contained in the Offering Documents. The Issuer or any Manager does not make any representation
or warranty whatsoever or accept any responsibility with respect to any Reference Asset or to the effect
or possible effect of the linking of any exercise rights, payments or deliveries due under the Securities
to the performance of any Reference Asset(s).
Distribution
The distribution or delivery of the Offering Documents and any offer or sale of the Securities in certain
jurisdictions may be restricted by law. This document does not constitute, and may not be used for the

6





Important Information


purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such offering or solicitation, and no
action is being taken to permit an offering of the Securities or the distribution of this Offering Circular
in any jurisdiction where action is required. Persons into whose possession the Offering Documents
come are required by the Issuer to inform themselves about and to observe any such restrictions.
The Securities and, in certain cases, the Reference Assets or Entitlement, as the case may be, have not
been and will not be registered under the US 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, and the
Securities may be in the form of Bearer Securities that are not Cleared Securities and therefore subject
to US tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or, in the
case of Bearer Securities, delivered within the United States or to U.S. persons (as defined in
Regulation S under the Securities Act) or, in the case of a Bearer Security that is not a cleared security,
to, or for the account or benefit of, U.S. persons (as defined in the US Internal Revenue Code of 1986,
as amended and the regulations thereunder).
Details of selling restrictions for various jurisdictions are set out in the section headed 'Purchase and
Sale'. The information contained therein may be amended from time to time by any applicable Relevant
Annex(es) and/or the Pricing Supplement.
Listing
Securities issued pursuant to the Programme may be unlisted or an application may be made for
Securities to be listed on any stock exchange other than any stock exchange or market which
constitutes a regulated market for the purposes of MiFID II/MiFIR. Securities to which this Offering
Circular relates cannot be admitted to trading on an EU regulated market for the purposes of MiFID
II/MiFIR.
As of the date of this Offering Circular this Offering Circular has been (a) approved by Euronext
Dublin as 'Listing Particulars' for the purposes of the rules of the GEM of Euronext Dublin, (b)
approved by the Luxembourg Stock Exchange in its capacity as competent authority under Part IV of
the Prospectus Act 2005 and (c) approved by the SIX Swiss Exchange in its capacity as competent
authority under the listing rules of the SIX Swiss Exchange. This means that the Securities issued
pursuant to the Programme may (i) for a period of 12 months from the date of this Offering Circular be
admitted to listing on the official list of and trading on the GEM of Euronext Dublin, and/or (ii) for a
period of 12 months from the date of this Offering Circular be admitted to listing on the official list of
and trading on the Euro MTF of the Luxembourg Stock Exchange and/or (iii) for a period of 12 months
from the date of this Offering Circular be admitted to listing on the official list of SIX Swiss Exchange
and trading on the SIX platform of the SIX Swiss Exchange. Neither the GEM, nor the Euro MTF, nor
the SIX platform is an EU regulated market for the purposes of MiFID II/MiFIR.
The Pricing Supplement will indicate if a Series are unlisted or listed and, in the case of listed
Securities, the relevant official list, market and stock exchange.
Any application will be subject to the requirements of any such stock exchange and/or approval by any
relevant body and no assurance is given that such listing will be obtained or thereafter maintained.
References in this Offering Circular to Securities being 'listed' (and all related references) shall mean
that such Securities have been listed on the relevant official list and (if so specified in the Pricing
Supplement) admitted to trading on the GEM, the Euro MTF, the SIX platform or such other stock
exchange, each as identified in the Pricing Supplement.
US selling restrictions
The Securities are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S ("Regulation S") under the Securities Act and may not be offered, or sold within the
United States or to, or for the account or benefit of, U.S. persons, except in certain transactions exempt
from the registration requirements of the Securities Act and applicable state securities laws, provided
that, in the case of Registered Securities only, and where specified to be applicable in the Pricing
Supplement for the relevant Series of Securities such Securities may be offered and sold within the
United States to persons reasonably believed to be qualified institutional buyers ("QIBs") as defined in

7





Important Information


and in reliance on Rule 144A ("Rule 144A") under the Securities Act. Prospective investors are hereby
notified that sellers of the Securities may be relying on the exemption from the provisions of section 5
of the Securities Act provided by Rule 144A. Trading in the Securities has not been approved by the
US Commodities Futures Trading Commission under the US Commodity Exchange Act of 1936, as
amended (the "Commodity Exchange Act") and the rules and regulations promulgated thereunder. For
a description of these and certain further restrictions on offers, sales and transfers of Securities and
distribution of the Offering Documents, see sections entitled 'Purchase and Sale' and 'Clearance and
Settlement' set out in this Offering Circular and in any applicable Relevant Annex(es) or applicable
Pricing Supplement.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY
OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING
DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN
THE UNITED STATES.
Offer or sale of the Securities in the Netherlands



8






TABLE OF CONTENTS
Page
OVERVIEW
12
This section provides an overview of certain key features of the Programme and key

information contained within this Offering Circular.
RISK FACTORS
28
This section sets out the principal risks inherent in investing in Securities issued pursuant to

the Programme, including key risks relating to investments linked to the Reference Asset(s).
FORWARD-LOOKING STATEMENTS
106
This section sets out information on 'forward-looking statements'

INFORMATION INCORPORATED BY REFERENCE
107
This section incorporates past terms and conditions and information regarding the Issuer

and its group from other publicly available documents.
PRO FORMA PRICING SUPPLEMENTS
110
This section sets out a template for the Pricing Supplements to be used for each specific

issuance of Securities.
TERMS AND CONDITIONS OF THE SECURITIES
211
This section sets out the contractual terms of the Securities as supplemented, completed or

amended by the Relevant Annex(es) and Pricing Supplement.
A. BASE CONDITIONS
213

1.
Master Agency Agreement
213

2.
Form, Title and Transfer
215


2.1
Form
215


2.2
Denomination and number
217


2.3
Title
218


2.4
Transfers
220

3.
Status
223

4
Interest
224


4.1
Interest on Fixed Rate Securities
225


4.2
Interest on Floating Rate Securities
225


4.3
Contingent Interest Securities
232


4.4
Zero Coupon Securities
232


4.5
Accrual of Interest
232

5.
Redemption of Securities that are Notes or Certificates
232


5.1
Redemption and redemption by instalments
233


5.2
Early redemption at the option of Securityholders
234


5.3
Early redemption at the option of the Issuer or following the occurrence of
236
a Nominal Call Event


5.4
Early redemption and/or adjustment following the occurrence of an
237
Additional Disruption Event


5.5
Early Redemption following the occurrence of a Specified Early
237
Redemption Event


5.6
Maximum and Minimum Redemption Requirements
238

6.
Exercise or cancellation of Securities that are Warrants or Exercisable
239
Certificates


6.1
Exercise Period and Expiry
239


6.2
Cancellation at the option of Securityholders
240


6.3
Cancellation and/or Adjustment following the occurrence of an Additional
241

9






Disruption Event or Cancellation at the option of the Issuer or following
the occurrence of a Nominal Call Event or Cancellation following the
occurrence of a Specified Early Cancellation Event


6.4
Exercise and cancellation procedure
244


6.5
Automatic Exercise
246


6.6
Maximum and Minimum Exercise Requirements
247


6.7
Time
248

7.
Settlement
248


7.1
Settlement at the option of Securityholder
248


7.2
Physical Settlement by delivery of the Entitlement
249


7.3
Conditions to settlement
251


7.4
Postponement of payments and settlement
252

8.
Calculations and publication
252


8.1
Calculations
253


8.2
Determination and publication of Interest Rates, Interest Amounts,
253
Instalment Amounts and Amounts in respect of Settlement


8.3
Calculation Amount
254


8.4
Business Day Convention
254


8.5
Currency
255

9.
Payments and deliveries
255


9.1
Definitive Bearer Securities
255


9.2
Definitive Registered Securities
256


9.3
Global Securities
256


9.4
CREST Securities
258


9.5
Unmatured Coupons and receipts and unexchanged Talons
258


9.6
Taxes, Settlement Expenses and Exercise Price Conditions to Settlement
259


9.7
Payment and Securities
259


9.8
Payment and deliveries subject to laws
259

10. Events of Default
259

11. Agents
260


11.1 Appointment of Agents
260


11.2 Modification of Master Agency Agreement
261


11.3 Responsibility of the Issuer and the Agents
261


11.4 Determinations by the Determination Agent
261


11.5 Determinations by the Issuer
262

12. Taxation
262

13. Prescription
263

14. Replacement of Securities
263

15. Unlawfulness and Impracticability
264

16. Notices
264


16.1 To Securityholders
264


16.2 To the Issuer and the Agents
265


16.3 Validity of Notices
265

17. Substitution
265

18. Administrator/Benchmark Event
266

19. Governing law and jurisdiction
266


19.1 Governing law
266


19.2 Jurisdiction
266

20. Severability
267

21. Modification and Meetings
267


21.1 Modifications to the Conditions
267


21.2 Meetings of Securityholders
267

22. Further Issues
268

23. Purchases and Cancellations
269

24. Contracts (Rights of Third Parties) Act 1999
269

25. Definitions
269

26. Contractual acknowledgement of bail-in in respect of Swiss Securities
294

27. Contractual acknowledgement of bail-in in respect of French Securities
295

28. Interpretation
295
B. RELEVANT ANNEXES
297

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