Bond Barclay PLC 5.088% ( US06738EBK01 ) in USD

Barclay PLC

100 % ▲

United Kingdom

US06738EBK01 ( in USD )

5.088% per year ( payment 2 times a year)

19/06/2030

Prospectus brochure of the bond Barclays PLC US06738EBK01 en USD 5.088%, maturity 19/06/2030

200 000 USD

1 500 000 000 USD

06738EBK0

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

20/12/2025 ( In 50 days )

Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EBK01, pays a coupon of 5.088% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/06/2030

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EBK01, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EBK01, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-223156
Prospectus Supplement to Prospectus dated April 6, 2018

$1,500,000,000 5.088% Fixed-to-Floating Rate Subordinated Notes due 2030
Barclays PLC

We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,500,000,000 aggregate principal amount of 5.088% Fixed-to-Floating Rate Subordinated
Notes due 2030 (the "notes").
From (and including) the Issue Date (as defined below), interest will accrue on the notes at a rate of 5.088% per annum until (but excluding) June 20, 2029
(such date falling one year prior to the Maturity Date (as defined below)) (the "Par Redemption Date"). From (and including) the Par Redemption Date,
interest will accrue on the notes at a floating rate equal to the three-month U.S. dollar London Interbank Offered Rate ("LIBOR"), reset quarterly, plus
3.054% per annum. Interest will be payable semi-annually in arrear on June 20 and December 20 in each year, commencing December 20, 2019, until (and
including) the Par Redemption Date, and, thereafter, quarterly in arrear on September 20, 2029, December 20, 2029, March 20, 2030 and the Maturity
Date.
The notes will constitute our direct, unsecured and subordinated obligations ranking pari passu without any preference among themselves. In the event of
our winding-up or administration, the notes will rank as described in this prospectus supplement under "Description of Subordinated Notes--Ranking. "
We may, at our option, redeem the notes then outstanding, in whole but not in part, on the Par Redemption Date at an amount equal to 100% of their
principal amount together with accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) such redemption
date, on the terms and subject to the provisions set forth in this prospectus supplement under "Description of Subordinated Notes--Redemption Provisions
--Optional Redemption." We may also, at our option, redeem the notes, in whole but not in part, at any time at an amount equal to 100% of their principal
amount together with accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) the redemption date, in the
event of a change in certain U.K. regulatory capital requirements as described in this prospectus supplement under "Description of Subordinated Notes--
Redemption Provisions--Regulatory Event Redemption." We may also, at our option, at any time, redeem the notes, in whole but not in part, at an amount
equal to 100% of the principal amount of the notes being redeemed together with accrued but unpaid interest, if any, on the principal amount of the notes to
be redeemed to (but excluding) the redemption date, upon the occurrence of certain events related to taxation on the terms described in this prospectus
supplement under "Description of Subordinated Notes--Redemption Provisions--Tax Redemption. " Any redemption or repurchase of the notes is subject
to the provisions described in this prospectus supplement under "Description of Subordinated Notes--Redemption Provisions--Condition to Redemption "
and "Description of Subordinated Notes--Redemption Provisions--Conditions to Repurchase ."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbol "BCS30."
IMPORTANT PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The notes 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"). 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, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded,
the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling
the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Table of Contents
Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c)
of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A of the SFA) that the Securities are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products)
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Regulations 2018).
Notwithstanding any other agreements, arrangements or understandings between us and any holder or beneficial owner of the notes, by acquiring
the notes, each holder and beneficial owner of the notes acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K.
Bail-in Power (as defined in the accompanying prospectus) by the Relevant U.K. Resolution Authority (as defined herein) that may result in (i) the
reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the notes; (ii) the conversion of all, or a portion of, the
principal amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or another person (and the issue to,
or conferral on, the holder or beneficial owner of the notes of such shares, securities or obligations); and/or (iii) the amendment or alteration of
the maturity of the notes, or amendment of the amount of interest due on the notes, or the dates on which interest becomes payable, including by
suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the notes solely
to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-in Power. For more information, see the section entitled
"Description of Debt Securities--Agreement with Respect to Exercise of U.K. Bail-in Power" in the accompanying prospectus.
By its acquisition of the notes, each holder and beneficial owner of the notes, to the extent permitted by the U.S. Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), also waives any and all claims against the Trustee (as defined herein) for, agrees not to initiate a suit against
the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either
case in accordance with the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the notes. For more
information, see the section entitled "Description of Debt Securities--Agreement with Respect to Exercise of U.K. Bail-in Power" in the
accompanying prospectus.
Investing in the notes involves risks. We encourage you to read and carefully consider this document in its entirety, in particular the risk factors
beginning on page S-15 of this prospectus supplement and risk factors in "Risk Review--Material existing and emerging risks" on pages 85-90 of
our Annual Report on Form 20-F for the year ended December 31, 2018, which is incorporated by reference herein, and the other information
included and incorporated by reference in this prospectus supplement and the accompanying prospectus, for a discussion of the factors you should
carefully consider before deciding to invest in the notes.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not deposit liabilities of Barclays PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the
U.S. Federal Deposit Insurance Corporation, the Canadian Deposit Insurance Corporation or any other governmental agency of the United
States, the United Kingdom, Canada or any other jurisdiction.

Proceeds, before
Underwriting
expenses, to

Price to Public(1)

Compensation

Barclays PLC
Per note

100.000%

0.450%

99.550%
Total

$1,500,000,000
$ 6,750,000
$1,493,250,000

(1)
Plus accrued interest, if any, from and including June 20, 2019.
Table of Contents
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC"), on or
about June 20, 2019. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and
its participants, including Clearstream Banking, S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear").
Sole Structuring Advisor and Sole Bookrunner
Barclays
Senior Co-Managers

Desjardins Capital Markets

PNC Capital Markets LLC

Scotiabank
SEB

Standard Chartered Bank

US Bancorp
Co-Managers

Academy Securities

BB&T Capital Markets

Capital One Securities
CastleOak Securities, L.P.

MUFG

National Bank of Canada Financial Markets
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R. Seelaus & Co., LLC

Rabo Securities

The Williams Capital Group, L.P.
Prospectus Supplement dated June 13, 2019
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page Number
Forward-Looking Statements

S-1
Incorporation of Documents by Reference

S-2
Certain Definitions

S-3
Summary

S-4
Risk Factors

S-15
Use of Proceeds

S-25
Description of Subordinated Notes

S-26
U.S. Federal Income Tax Considerations

S-38
United Kingdom Tax Considerations

S-39
Benefit Plan Investor Considerations

S-43
Underwriting (Conflicts of Interest)

S-45
Validity of Notes

S-49
PROSPECTUS

Forward-Looking Statements

1
Incorporation of Certain Documents by Reference

2
Certain Definitions

3
The Barclays Group

4
Use of Proceeds

5
Description of Debt Securities

6
Description of Contingent Convertible Securities

24
Description of Ordinary Shares

43
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities

45
Clearance and Settlement

48
Tax Considerations

54
Employee Retirement Income Security Act

74
Plan of Distribution

76
Service of Process and Enforcement of Liabilities

80
Where You Can Find More Information

81
Further Information

82
Validity of Securities

83
Experts

84
Expenses of Issuance and Distribution

85
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain certain forward-looking statements within the meaning of
Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the U.S. Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Group (as defined below). We caution readers that no forward-looking statement is a guarantee of
future performance and that actual results or other financial condition or performance measures could differ materially from those contained in the forward-
looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-
looking statements sometimes use words such as "may," "will," "seek," "continue," "aim," "anticipate," "target," "projected," "expect," "estimate,"
"intend," "plan," "goal," "believe," "achieve" or other words of similar meaning. Examples of forward-looking statements include, among others,
statements or guidance regarding or relating to the Group's future financial position, income growth, assets, impairment charges, provisions, business
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strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend payout ratios and expected payment strategies), projected
levels of growth in the banking and financial markets, projected costs or savings, any commitments and targets, estimates of capital expenditures, plans and
objectives for future operations, projected employee numbers, International Financial Reporting Standards impacts and other statements that are not
historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. These may
be affected by changes in legislation, the development of standards and interpretations under International Financial Reporting Standards including
evolving practices with regard to the interpretation and application of accounting and regulatory standards, the outcome of current and future legal
proceedings and regulatory investigations, future levels of conduct provisions, the policies and actions of governmental and regulatory authorities,
geopolitical risks and the impact of competition. In addition, factors including (but not limited to) the following may have an effect: capital, leverage and
other regulatory rules applicable to past, current and future periods; United Kingdom ("U.K."), United States, Eurozone and global macroeconomic and
business conditions; the effects of any volatility in credit markets; market-related risks such as changes in interest rates and foreign exchange rates; effects
of changes in valuation of credit market exposures; changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of any
entities within the Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; instability as a result of the
exit by the U.K. from the European Union (the "EU") and the disruption that may subsequently result in the U.K. and globally; and the success of future
acquisitions, disposals and other strategic transactions. A number of these influences and factors are beyond the Group's control. As a result, the Group's
actual future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set forth in
the Group's forward-looking statements. The list above is not exhaustive and there are other factors that may cause our actual results to differ materially
from the forward-looking statements contained in this prospectus supplement and the documents incorporated by reference herein. You are also advised to
read carefully the risk factors set out in the section entitled "Risk Factors" in this prospectus supplement and in our filings with the U.S. Securities
Exchange Commission (the "SEC"), including in our Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed with the SEC on
February 21, 2019 (the "2018 Form 20-F"), which are available on the SEC's website at http://www.sec.gov for a discussion of certain factors that should
be considered when deciding what action to take in relation to the notes.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they are made and it should
not be assumed that they have been revised or updated in the light of new information or future events. Except as required by the PRA (as defined below),
the Financial Conduct Authority (the "FCA"), the London Stock Exchange plc (the "LSE"), the SEC or applicable law, Barclays expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this prospectus supplement or in the
documents incorporated by reference herein to reflect any change in Barclays' expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that Barclays has made or may make
in documents it has published or may publish via the Regulatory News Service of the LSE and/or has filed or may file with the SEC.

S-1
Table of Contents
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-223156) we have filed with the SEC under the Securities Act.
This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should
review the information in and exhibits to the registration statement for further information on us and the notes. Statements in this prospectus supplement
concerning any document we have filed or will file as an exhibit to the registration statement or that we have otherwise filed with the SEC are not intended
to be comprehensive and are qualified in their entirety by reference to these filings. You should review the complete document to evaluate these
statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means that we can disclose important information
to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus supplement is an
important part of this prospectus supplement. For information on the documents we incorporate by reference in this prospectus supplement and the
accompanying prospectus, we refer you to "Incorporation of Certain Documents by Reference" on page 2 of the accompanying prospectus. In particular,
we refer you to the 2018 Form 20-F for a discussion of our audited results of operations and financial condition as of, and for the year ended,
December 31, 2018, and our Current Reports on Form 6-K filed on February 22, 2019 (Film No. 19624045), and on April 25, 2019 (Film No. 19765989),
which are incorporated by reference into this prospectus supplement.
In addition to the documents listed in the accompanying prospectus and the documents incorporated by reference since the date of the accompanying
prospectus, we incorporate by reference in this prospectus supplement and the accompanying prospectus any future documents we may file with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering contemplated in this prospectus
supplement is completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (or portions thereof) are
incorporated by reference in this prospectus supplement only to the extent that the report expressly states that it is (or such portions are) incorporated by
reference in this prospectus supplement.
We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents referred to above or in the accompanying
prospectus which we have incorporated in this prospectus supplement by reference. You should direct your requests to Barclays Treasury, Barclays PLC,
1 Churchill Place, London E14 5HP, United Kingdom (telephone: 011-44-20-7116-1000).
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Table of Contents
CERTAIN DEFINITIONS
For purposes of this prospectus supplement:

· "BBPLC" refers to Barclays Bank PLC (or any successor entity);

· "BBUKPLC" refers to Barclays Bank UK PLC (or any successor entity);

· "BRRD" refers to the EU directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and

resolution of credit institutions and investment firms of May 15, 2014, as amended or replaced from time to time;

· "Capital Regulations" means, at any time, the laws, regulations, requirements, standards, guidelines and policies relating to capital adequacy
and/or minimum requirement for own funds and eligible liabilities and/or loss absorbing capacity for credit institutions of either (i) the PRA

and/or (ii) any other national or European authority, in each case then in effect in the United Kingdom (or in such other jurisdiction in which
we may be organized or domiciled) and applicable to the Group including, as at the date hereof, CRD IV and related technical standards;

· "CRD IV" means the legislative package consisting of Directive 2013/36/EU on access to the activity of credit institutions and the prudential

supervision of credit institutions and investment firms, as the same may be amended or replaced from time to time, and the CRD IV
Regulation;

· "CRD IV Regulation" means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms of the

European Parliament and of the Council of June 26, 2013, as the same may be amended or replaced from time to time;

· "The Depository Trust Company" or "DTC" shall include any successor clearing system;

· "Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries;

· "PRA" means the Prudential Regulation Authority of the United Kingdom or such other governmental authority in the United Kingdom (or if

Barclays PLC becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary responsibility for
the prudential supervision of Barclays PLC;

· "sterling" refers to the lawful currency for the time being of the United Kingdom;

· "Tier 1 Capital" means Tier 1 Capital for the purposes of the Capital Regulations;

· "Tier 2 Capital" means Tier 2 Capital for the purposes of the Capital Regulations;

· "$" and "U.S. dollars" refers to the lawful currency for the time being of the United States; and

· "we," "us," "our," "Barclays" and the "Issuer" refer to Barclays PLC (or any successor entity), unless the context requires otherwise;

S-3
Table of Contents
SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder of this
prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should base your investment
decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a
whole. Words and expressions defined in "Description of Subordinated Notes" below shall have the same meanings in this summary.
General

The Issuer
Barclays PLC
The Group is a transatlantic consumer and wholesale bank with global reach offering
products and services across personal, corporate and investment banking, credit cards
and wealth management, anchored in the Group's two home markets of the U.K. and the
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U.S. The Group is organized into two clearly defined business divisions: the Barclays
UK division ("Barclays UK") and the Barclays International division ("Barclays
International"). These are housed in two banking subsidiaries--Barclays UK sits within
BBUKPLC, and Barclays International sits within BBPLC--which operate alongside
Barclays Services Limited but, in accordance with the requirements of ring-fencing
legislation, independently from one another. Barclays Services Limited drives
efficiencies in delivering operational and technology services across the Group.

Barclays UK offers everyday products and services to retail customers and small- to
medium-sized enterprises based in the U.K. Products and services designed for the
Group's larger corporate, wholesale and international banking clients are offered by
Barclays International.

The Issuer is the ultimate holding company of the Group.

The Securities We Are Offering
We are offering $1,500,000,000 aggregate principal amount of 5.088%
Fixed-to-Floating Rate Subordinated Notes due 2030.
Issue Date
June 20, 2019 (the "Issue Date").
Maturity Date
We will repay the notes at 100% of their principal amount plus accrued interest on June
20, 2030 (the "Maturity Date").
Fixed Interest Rate
From (and including) the Issue Date to (but excluding) the Par Redemption Date (the
"Fixed Rate Period"), the notes will bear interest at a rate of 5.088% per annum.
Floating Interest Rate
From (and including) the Par Redemption Date to (but excluding) the Maturity Date (the
"Floating Rate Period"), the notes will bear interest at the applicable Floating Interest
Rate.

S-4
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The Floating Interest Rate for any Floating Rate Interest Period will be equal to LIBOR,
as determined on the applicable Interest Determination Date (as defined below), plus
3.054% per annum (the "Floating Interest Rate"). The Floating Interest Rate will be
reset quarterly on each Interest Reset Date (as defined below).
Fixed Rate Interest Payment Dates
During the Fixed Rate Period, interest on the notes will accrue at the Fixed Interest Rate
and will be payable semi-annually in arrear on June 20 and December 20 in each year
(each a "Fixed Rate Interest Payment Date"), from (and including) December 20, 2019
up to (and including) the Par Redemption Date; provided that if any Fixed Rate Interest
Payment Date would fall on a day that is not a Business Day (as defined below), the
Fixed Rate Interest Payment Date will be postponed to the next succeeding Business
Day, but interest on that payment will not accrue during the period from and after the
scheduled Fixed Rate Interest Payment Date.
Floating Rate Interest Payment Dates
During the Floating Rate Period, interest on the notes will accrue at the applicable
Floating Interest Rate and will be payable quarterly in arrear on September 20, 2029,
December 20, 2029, March 20, 2030 and the Maturity Date (each a "Floating Rate
Interest Payment Date", and any such Floating Rate Interest Payment Date together with
any Fixed Rate Interest Payment Date, an "Interest Payment Date"); provided that if any
scheduled Floating Rate Interest Payment Date, other than the Maturity Date, would fall
on a day that is not a Business Day, the Floating Rate Interest Payment Date will be
postponed to the next succeeding Business Day, except that if that Business Day falls in
the next succeeding calendar month, the Floating Rate Interest Payment Date will be the
immediately preceding Business Day.
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Interest Reset Dates
The Par Redemption Date, September 20, 2029, December 20, 2029 and March 20,
2030. If any Interest Reset Date would fall on a day that is not a Business Day, the
Interest Reset Date will be postponed to the next succeeding Business Day, except that if
that Business Day falls in the next succeeding calendar month, the Interest Reset Date
will be the immediately preceding Business Day.
Floating Rate Interest Periods
The period beginning on, and including, a Floating Rate Interest Payment Date and
ending on, but not including, the next succeeding Floating Rate Interest Payment Date.
Interest Determination Dates
The Interest Determination Date for each Floating Rate Interest Period will be the
second London Banking Day (as defined below) preceding the applicable Interest Reset
Date.

S-5
Table of Contents
Calculation of LIBOR
LIBOR will be determined by the Calculation Agent (as defined below) in accordance
with the provisions set forth below under "Description of Subordinated Notes
Determination of Floating Interest RateCalculation of LIBOR."
Replacement for LIBOR
If the Issuer determines that LIBOR has ceased to be published on Reuters Page
LIBOR01 or any successor or replacement page (the "Relevant Screen Page") as a result
of such benchmark ceasing to be calculated or administered when the Floating Interest
Rate (or the relevant component part thereof) remains to be determined by LIBOR, then
the provisions set forth below under "Description of Subordinated Notes
Determination of Floating Interest RateReplacement for LIBOR" shall apply to the
notes.
Payment at Maturity or upon Redemption
If the Maturity Date or date of redemption or repayment is not a Business Day, the
payment of interest and principal and/or any amount payable upon redemption or
repayment of the notes will be made on the next succeeding Business Day, but interest
on that payment will not accrue during the period from and after the Maturity Date or
such date of redemption or repayment. If the notes are redeemed, unless we default on
payment of the redemption price, interest will cease to accrue on the redemption date on
the notes called for redemption.
Regular Record Dates
The close of business on the Business Day immediately preceding each Interest Payment
Date (or, if the notes are held in definitive form, the 15th Business Day preceding each
Interest Payment Date).
Day Count
30/360, Following, Unadjusted (during the Fixed Rate Period)
Actual/360, Modified Following, Adjusted (during the Floating Rate Period).
Ranking
The notes will constitute our direct, unsecured and subordinated obligations ranking pari
passu without any preference among themselves.

In the event of our winding up or administration, the claims of the Trustee (as defined
below) (on behalf of the holders of the notes but not the rights and claims of the Trustee
in its personal capacity under the Indenture (as defined below) and the holders of the
notes against us, in respect of such notes (including any damages or other amounts (if
payable)) shall:

(i) be subordinated to the claims of all Senior Creditors;

(ii) ?rank at least pari passu with the claims in respect of Parity Obligations and

with the claims of all other
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S-6
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subordinated creditors of the Issuer (if any) which in each case by law rank, or by their
terms are expressed to rank, pari passu with the notes; and

(iii)??rank senior to the Issuer's ordinary shares, preference shares and any junior
subordinated obligations (including Junior Obligations) or other securities
which in each case either by law rank, or by their terms are expressed to rank,
junior to the notes.

"Senior Creditors" means creditors of the Issuer: (i) who are unsubordinated creditors;
or (ii) who are subordinated creditors (whether in the event of a winding-up or
administration of the Issuer or otherwise) other than (x) those whose claims by law rank,
or by their terms are expressed to rank, pari passu with or junior to the claims of the
holders of the notes or (y) those whose claims are in respect of Parity Obligations or
Junior Obligations or; (iii) who are creditors in respect of any secondary
non-preferential debts.

"Order" means the Banks and Building Societies (Priorities on Insolvency) Order 2018.

"Ranking Legislation" means the Order and any other law or regulation applicable to the
Issuer which is amended by the Order.

"secondary non-preferential debts" shall have the meaning given to it in the Ranking
Legislation.

"Parity Obligations" means the obligations of the Issuer (as issuer or borrower, as the
case may be) in respect of the 4.375% Fixed Rate Subordinated Notes due 2024, the
2.625% Fixed Rate Subordinated Callable Notes due 2025, the 5.20% Fixed Rate
Subordinated Notes due 2026, the 4.836% Fixed Rate Subordinated Callable Notes due
2028, the 2.00% Fixed Rate Subordinated Callable Notes due 2028 and the 3.750%
Fixed Rate Resetting Subordinated Callable Notes due 2030 of the Issuer for the time
being outstanding and any other obligations of the Issuer which rank or are expressed to
rank pari passu with any of such obligations.

"Junior Obligations" means the obligations of the Issuer (as issuer or borrower, as the
case may be) in respect of the 8.00% Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities, the 7.00% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the 6.625% Fixed Rate Resetting
Perpetual Subordinated Contingent Convertible Securities, the 6.50% Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities, the sterling-
denominated 7.875% Fixed Rate

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Resetting Perpetual Subordinated Contingent Convertible Securities, the U.S. dollar-
denominated 7.875% Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities, the 7.250% Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities, the 5.875% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the 7.750% Fixed Rate Resetting
Perpetual Subordinated Contingent Convertible Securities, the 8% Fixed Rate Resetting
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424B2
Perpetual Subordinated Contingent Convertible Securities and the 7.125% Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities (expected, as at the
date of this prospectus supplement, to be issued on June 13, 2019), for the time being
outstanding and any other obligations of the Issuer which rank or are expressed to rank
pari passu with any of such obligations.

In the event of our winding-up or liquidation, if any amount in respect of the notes is
paid to the holders of such notes or to the Trustee (including any damages or other
amounts (if payable)) before the claims of Senior Creditors, then such payment or
distribution shall be held by such holders or the Trustee upon trust to be applied in the
following order: (i) to the amounts due to the Trustee in connection with the Indenture
and the acceptance or administration of the trust or trusts under the Indenture; (ii) in
payment of all claims of Senior Creditors outstanding at the commencement of, or
arising solely by virtue of, a winding up of the Issuer to the extent that such claims shall
be admitted in the winding up and shall not be satisfied out of the Issuer's other
resources; and (iii) in payment of notes issued under the Indenture. By accepting the
notes, each holder agrees to be bound by the Indenture's subordination provisions and
irrevocably authorizes the Issuer's liquidator to perform on behalf of the holder the
above subordination trust.

In addition, see "Risk Factors--The Issuer is a holding company, which means that its
right to participate in the assets of any of its subsidiaries (including those of BBPLC,
BBUKPLC, the group service company or any other subsidiary) upon the liquidation of
such subsidiaries, and the extent to which the Issuer suffers losses if it or any of its
subsidiaries are subject to bank resolution proceedings, may depend, amongst other
things, upon the degree to which the Issuer's loans to, and investments in, such
subsidiaries are subordinated."
No Set-off
The notes are subject to the waiver of set-off provisions set forth in the accompanying
prospectus under "Description of Debt Securities--No Set-off."

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Optional Redemption
We may, at our option, redeem the notes then outstanding, in whole but not in part, on
the Par Redemption Date at an amount equal to 100% of their principal amount together
with accrued but unpaid interest, if any, on the principal amount of the notes to be
redeemed to (but excluding) such redemption date.

Any optional redemption will be subject to, among other things, the provisions
described under "Description of Subordinated Notes--Redemption Provisions--Notice
of Redemption" and "Condition to Redemption" below.
Tax Redemption
We may, at our option, redeem the notes, in whole but not in part, at any time, if we
determine that a Tax Event (as defined below) has occurred, on the terms and subject to
the conditions set forth under "Description of Subordinated Notes--Redemption
Provisions--Tax Redemption" below.

Any such redemption will be subject to, among other things, the provisions described
under "Description of Subordinated Notes--Redemption Provisions--Notice of
Redemption" and "--Condition to Redemption " below.
Regulatory Event Redemption
We may, at our option, at any time, redeem the notes, in whole but not in part, upon the
occurrence of a Regulatory Event (as defined below) on the terms and subject to the
conditions set forth under "Description of Subordinated Notes--Redemption Provisions
--Regulatory Event Redemption" below.

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424B2
Any such redemption will be subject to, among other things, the provisions described
under "Description of Subordinated Notes--Redemption Provisions--Notice of
Redemption" and "Condition to Redemption" below.
Condition to Repurchase
We or any member of the Group may purchase or otherwise acquire any of the
outstanding notes at any price in the open market or otherwise in accordance with the
Capital Regulations applicable to the Group in force at the relevant time, and subject to
the prior consent of the PRA and/or any other relevant national or European authority (in
either case, if such consent is then required by the Capital Regulations).

For further information, see "Description of Subordinated Notes--Redemption
Provisions--Description of Certain CRD IV Provisions Relating to Redemption and
Repurchase" below.
Agreement with Respect to the Exercise of U.K. Bail-in
Notwithstanding any other agreements, arrangements or understandings between us and
Power
any holder or beneficial owner of the notes, by acquiring the notes, each holder and
beneficial owner of the notes acknowledges, accepts, agrees to be bound

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by, and consents to, the exercise of any U.K. Bail-in Power (as defined in the
accompanying prospectus) by the Relevant U.K. Resolution Authority (as defined in the
accompanying prospectus) that may result in (i) the reduction or cancellation of all, or a
portion of, the principal amount of, or interest on, the notes; (ii) the conversion of all, or
a portion, of the principal amount of, or interest on, the notes into shares or other
securities or other obligations of the Issuer or another person (and the issue to, or
conferral on, the holder or beneficial owner of the notes of such shares, securities or
obligations); and/or (iii) the amendment or alteration of the maturity of the notes, or
amendment of the amount of interest due on the notes, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which U.K.
Bail-in Power may be exercised by means of a variation of the terms of the notes solely
to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-in Power.

For more information, see the section entitled "Description of Debt Securities--
Agreement with Respect to the Exercise of U.K. Bail-in Power" in the accompanying
prospectus.
No repayment of Principal or Payment of Interest after
No repayment of the principal amount of the notes or payment of interest on the notes
Exercise of U.K. Bail-In Power
shall become due and payable after the exercise of any U.K. Bail-in Power by the
Relevant U.K. Resolution Authority unless such repayment or payment would be
permitted to be made by the Issuer under the laws and regulations of the United
Kingdom and the European Union applicable to the Issuer.
Enforcement Events and Remedies
Winding-up

If a Winding-up Event occurs, the outstanding principal amount of the notes together
with any accrued but unpaid interest thereon will become immediately due and payable,
subject to the subordination provisions described above under "--Ranking" above.

A "Winding-up Event" with respect to the notes shall result if (i) a court of competent
jurisdiction in England (or such other jurisdiction in which we may be organized)
makes an order for our winding-up which is not successfully appealed within thirty
(30) days of the making of such order, (ii) our shareholders adopt an effective resolution
for our winding-up (other than, in the case of either (i) or (ii) above, under or in
connection with a scheme of reconstruction, merger or amalgamation not involving a
bankruptcy or insolvency) or (iii) following the appointment of an administrator of the
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Document Outline

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