Bond Barclay PLC 6.125% ( US06738EBN40 ) in USD

Barclay PLC

100.03 % ▲

United Kingdom

US06738EBN40 ( in USD )

6.125% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond Barclays PLC US06738EBN40 en USD 6.125%, maturity Perpetual

06738EBN4

BB- ( Non-investment grade speculative )

15/06/2025 ( In 22 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 US06738EBN40, pays a coupon of 6.125% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual
The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EBN40, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement to Prospectus dated April 6, 2018
$1,500,000,000 6.125% Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities
Barclays PLC
We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,500,000,000 aggregate principal amount of
6.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the "Securities"). From
(and including) the Issue Date (as defined herein) to (but excluding) June 15, 2026 (such date and each fifth (5th)
anniversary thereafter being a "Reset Date"), the interest rate on the Securities will be 6.125% per annum. From
(and including) each Reset Date to (but excluding) the next following Reset Date, the applicable per annum
interest rate will be equal to the sum, as determined by the Calculation Agent (as defined herein), of the
applicable U.S. Treasury Rate (as defined herein) on the relevant Reset Determination Date (as defined herein)
and 5.867%. The interest rate following any Reset Date may be less than the initial interest rate and/or the
interest rate that applies immediately prior to such Reset Date. Subject to the conditions described herein,
interest, if any, will be payable quarterly in arrear on March 15, June 15, September 15 and December 15 of each
year (each, an "Interest Payment Date"), commencing on December 15, 2020.
We will apply to the London Stock Exchange plc (the "LSE") for the Securities to be admitted to trading on the
LSE's International Securities Market (the "ISM").
The ISM is not a regulated market for the purposes of MiFID II (as defined herein). The ISM is a market
designated for professional investors. Securities admitted to trading on the ISM are not admitted to the
Official List of the U.K. Financial Conduct Authority (the "FCA"). The LSE has not approved or verified
the contents of either this prospectus supplement or the accompanying prospectus. Neither this prospectus
supplement nor the accompanying prospectus comprises (i) a prospectus for the purposes of Part V of the
Financial Services and Markets Act 2000, as amended (the "FSMA") or (ii) a prospectus for the purposes of
Regulation (EU) 2017/1129 (the "Prospectus Regulation").
As described in this prospectus supplement, the terms of the Securities provide that interest on the
Securities will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have sole
and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment
that would otherwise be payable on any Interest Payment Date. As described herein, the terms of the
Securities also provide for circumstances under which the Issuer shall be restricted from making an
interest payment (in whole or in part) on the Securities on an Interest Payment Date, and the interest
payable in respect of any such Interest Payment Date shall be deemed cancelled (in whole or in part) and
therefore not due and payable. Interest will only be due and payable on an Interest Payment Date to the
extent it is not cancelled or deemed cancelled in accordance with the terms of the Securities and as further
described herein. Any interest cancelled or deemed cancelled (in each case, in whole or in part) in
accordance with the terms of the Securities and as further described herein shall not be due and shall not
accumulate or be payable at any time thereafter, and holders of the Securities shall have no rights thereto
or to receive any additional interest or compensation as a result of such cancellation or deemed
cancellation.
The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result of the fact that the
Securities are perpetual securities and that interest on the Securities will be due and payable only at our sole
discretion and that we may cancel (in whole or in part) any interest payment at any time, we are not required to
make any payment of the principal amount of the Securities at any time prior to our winding-up or administration
and you may not receive interest on any Interest Payment Date.

The Securities will constitute our direct, unsecured and subordinated obligations, ranking pari passu without any
preference among themselves, as described herein. The Securities will be in registered form in minimum
denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
As described herein, we may, at our option, redeem the Securities, in whole but not in part, on any day falling in
the period commencing on (and including) December 15, 2025 and ending on (and including) the first Reset Date
or on any subsequent Reset Date at 100% of their principal amount, together with any accrued but unpaid interest
(which excludes any interest cancelled or deemed cancelled as described herein) to (but excluding) the date fixed
for redemption.
As described herein, we may also, at our option, redeem the Securities, in whole but not in part, at any time in the
event of a change in certain U.K. regulatory capital requirements or upon the occurrence of certain tax events as
described herein at 100% of their principal amount, together with any accrued but unpaid interest (which
excludes any interest cancelled or deemed cancelled as described herein) to (but excluding) the date fixed for
redemption.
If a Capital Adequacy Trigger Event (as defined herein) occurs, then an Automatic Conversion (as defined
herein) will occur on the Conversion Date (as defined herein), at which point all of the Issuer's obligations
under the Securities (other than certain Issuer obligations in connection with the Conversion Shares Offer
(as defined herein), if any, which are referred to herein as the "CSO Obligations") shall be irrevocably and
automatically released in consideration of the Issuer's issuance of the Conversion Shares (as defined
herein) to the Conversion Shares Depository (as defined herein) (or other relevant recipient as described
herein), and under no circumstances shall such released obligations be reinstated. The Conversion Shares
shall initially be registered in the name of the Conversion Shares Depository (which shall hold the
Conversion Shares on behalf of the holders of the Securities) or the relevant recipient in accordance with
the terms of Securities. As more fully described herein, the Issuer may elect, in its sole and absolute
discretion, that a Conversion Shares Offer be made by the Conversion Shares Depository to all or some of
the then existing shareholders of the Issuer. The realizable value of any Conversion Shares received by a
holder of the Securities following an Automatic Conversion may be significantly less than the Conversion
Price (as defined herein) of $2.16 initially and/or the Conversion Shares Offer Price (as defined herein) of
£1.65 initially, and holders of the Securities could lose all or part of their investment in the Securities as a
result of the Automatic Conversion.
Following an Automatic Conversion, the Securities shall remain in existence until the applicable Cancellation
Date (as defined herein) for the sole purpose of evidencing (a) the holder's right to receive Conversion Shares or
Conversion Shares Offer Consideration (as defined herein), as applicable, from the Conversion Shares
Depository and (b) the Issuer's CSO Obligations, if any. All obligations of the Issuer under the Securities (except
for the CSO Obligations, if any) shall be irrevocably and automatically released in consideration of the Issuer's
issuance of the Conversion Shares to the Conversion Shares Depository (or other relevant recipient as described
herein) on the Conversion Date.
The Securities are not intended to be offered, sold or otherwise made available and should not be offered,
sold or otherwise made available to retail clients, as defined in the rules set out in the Markets in Financial
Instruments Directive 2014/65/EU (as amended or replaced from time to time) and the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as
amended or replaced from time to time) (the "PI Rules"). Prospective investors are referred to the section
headed "Prohibition on marketing and sales to retail investors" on page S-1 of this prospectus supplement
for further information.
IMPORTANT--PRIIPs REGULATION / PROHIBITION OF SALES TO EEA AND UNITED
KINGDOM 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") or in the United Kingdom ("U.K."). 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
MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution

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 Securities or otherwise
making them available to retail investors in the EEA or in the U.K. has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the EEA or in
the U.K. may be unlawful under the PRIIPs Regulation. For the purposes of these provisions, the
expression "MiFID II" means Directive 2014/65/EU, as amended.
Singapore SFA Product Classification-- In connection with Section 309B of the Securities and Futures Act
(Chapter 289 of Singapore) (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Securities are "prescribed capital markets products"
(as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16L Notice on Recommendations on
Investment Products.
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or
beneficial owner of the Securities, by acquiring the Securities, each holder and beneficial owner of the
Securities 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
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 Securities; (ii) the conversion of all, or a portion of, the
principal amount of, or interest on, the Securities 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 Securities
such shares, securities or obligations); and/or (iii) the amendment of the amount of interest due on the
Securities, 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
Securities 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 Contingent Convertible
Securities--Agreement with Respect to the Exercise of U.K. Bail-in Power" in the accompanying prospectus.
By its acquisition of the Securities, each holder and beneficial owner of the Securities, 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 Bank of New York Mellon, London Branch, as trustee (the "Trustee") 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
Securities. For more information, see the section entitled "Description of Contingent Convertible
Securities--Agreement with Respect to the Exercise of U.K. Bail-in Power" in the accompanying prospectus.
Investing in the Securities involves risks. We encourage you to read and carefully consider this document in
its entirety, in particular the risk factors beginning on page S-23 of this prospectus supplement 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
Securities.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has
approved or disapproved of the Securities or determined that this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.

The Securities 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 Canada
Deposit Insurance Corporation or any other governmental agency of the United States, the U.K., Canada
or any other jurisdiction.
Proceeds, before
Underwriting
expenses, to
Price to Public(1)
Compensation
Barclays PLC
Per Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
1.000%
99.000%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,500,000,000
$15,000,000
$1,485,000,000
Note:
(1) Plus accrued interest, if any, from and including August 12, 2020.
The underwriters expect to deliver the Securities to purchasers in book-entry form only through the facilities of
The Depository Trust Company ("DTC"), on or about August 12, 2020. Beneficial interests in the Securities 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").
By its acquisition of the Securities, each holder and beneficial owner of the Securities shall also be deemed to
have (i) acknowledged and agreed that an interest payment shall not be due and payable on the relevant Interest
Payment Date if it has been cancelled or deemed cancelled (in each case, in whole or in part) for any reason in
accordance with the terms of the Securities, (ii) consented to (x) the Automatic Conversion, including the
appointment of a Conversion Shares Depository and the issuance of the Conversion Shares thereto (or any related
Conversion Shares Offer Consideration, including the appointment of any Conversion Shares Offer Agent (as
defined herein) and the sale of the Conversion Shares by the Conversion Shares Depository), and acknowledged
that such Automatic Conversion of its Securities (and any related Conversion Shares Offer) may occur without
any further action on the part of such holder or beneficial owner or the Trustee and (y) the exercise of any U.K.
Bail-in Power as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its
decision to exercise such power with respect to the Securities and (iii) authorized, directed and requested DTC
and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all
necessary action, if required, to implement (x) the Automatic Conversion (including any related Conversion
Shares Offer) and (y) the exercise of any U.K. Bail-in Power with respect to the Securities as it may be imposed,
without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Sole Structuring Adviser and Sole Bookrunner
Barclays
Joint Lead Managers
BBVA
Citigroup
Commerzbank
IMI Intesa Sanpaolo
J.P. Morgan
Natixis
Nordea
Santander
Scotiabank
SMBC Nikko
Standard Chartered Bank
UBS Investment Bank
Senior Co-Lead Managers
ABN AMRO
BMO Capital Markets
CIBC Capital Markets
Citizens Capital Markets
Deutsche Bank Securities
Mizuho Securities
Raiffeisen Bank International
Co-Lead Managers
American Veterans Group, PBC
Blaylock Van, LLC
PNC Capital Markets LLC
US Bancorp
Prospectus Supplement dated August 5, 2020

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page Number
Prohibition on Marketing and Sales to Retail Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-23
Use Of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-52
Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities . . .
S-53
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-83
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-89
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-91
Trading in Ordinary Shares by the Issuer and its Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-97
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-98
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
General Information for the International Securities Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1

Suitability of Investment in the Securities
The Securities discussed in this prospectus supplement are high risk and complex financial instruments and such
instruments may be purchased by investors as a way to enhance yield with an understood, measured, appropriate
addition of risk to their overall portfolios. Each potential investor in the Securities must determine the suitability
of that investment in light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits
and risk of investing in the Securities and the information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Securities and the impact such investment will have
on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Securities or where the currency for principal or interest payments is different from the currency in
which such investor's financial activities are principally denominated;
(iv) understand thoroughly the terms of the Securities, such as the provisions governing an Automatic
Conversion (including, in particular, the circumstances under which a Capital Adequacy Trigger Event
may occur) and the situations in which interest payments may be cancelled or deemed cancelled and be
familiar with the resolution regime applicable to the Group, including the possibility that the Securities
may become subject to write-down or conversion if the resolution powers are exercised; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent: (i) the Securities are legal investments for it; (ii) the Securities can be used as collateral for
various types of borrowing; and (iii) other restrictions apply to its purchase or pledge of the Securities. Financial
institutions should consult their legal advisors or the appropriate regulators to determine the appropriate
treatment of the Securities under any applicable risk-based capital or similar rules.
Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information included and incorporated by reference in
this prospectus supplement and the accompanying prospectus.
PROHIBITION ON MARKETING AND SALES TO RETAIL INVESTORS
The Securities are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance
with respect to the offer or sale of securities such as the Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the "PI Rules"). In addition,
(i) on January 1, 2018, the provisions of the PRIIPs Regulation on key information documents for packaged and
retail and insurance-based investment products became directly applicable in all EEA member states (including
the U.K.) and (ii) MiFID II was required to be implemented in EEA member states (including the U.K.) by
January 3, 2018. Together the PI Rules, the PRIIPs Regulation and MiFID II are referred to as the "Regulations."
S-1

The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Securities.
Potential investors in the Securities should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein)
including the Regulations.
Certain of the underwriters are required to comply with some or all of the Regulations. By purchasing, or making
or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from the Issuer and/
or the underwriters, you represent, warrant, agree with and undertake to the Issuer and each of the underwriters
that:
(a) you are not a retail client (as defined in MiFID II);
(b) whether or not you are subject to the Regulations, you will not:
(A) sell or offer the Securities (or any beneficial interest therein) to retail clients (as defined in MiFID
II); or
(B) communicate (including the distribution of this prospectus supplement or the accompanying
prospectus) or approve an invitation or inducement to participate in, acquire or underwrite the
Securities (or any beneficial interests therein) where that invitation or inducement is addressed to
or disseminated in such a way that it is likely to be received by a retail client (in each case within
the meaning of MiFID II). In selling or offering the Securities or making or approving
communications relating to the Securities you may not rely on the limited exemptions set out in
the PI Rules; and
(c) you will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Securities
(or any beneficial interests therein), including (without limitation) MiFID II and any other applicable
laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability
of an investment in the Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
You further acknowledge that:
1.
the identified target market for the Securities (for the purposes of the product governance
obligations in MiFID II) is eligible counterparties and professional clients; and
2.
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the
EEA or in the U.K. may be unlawful under the PRIIPs Regulation.
S-2

IMPORTANT--PRIIPs REGULATION / PROHIBITION OF SALES TO EEA AND U.K. 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 EEA or in the U.K. 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 MiFID II; or (ii) a customer within the meaning of the Insurance Distribution 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 the PRIIPs Regulation for offering or selling the
Securities or otherwise making them available to retail investors in the EEA or in the U.K. has been prepared,
and, therefore, offering or selling the Securities or otherwise making them available to any retail investor in the
EEA or in the U.K. may be unlawful under the PRIIPs Regulation.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an
offer to purchase, any Securities (or any beneficial interests therein) from the Issuer and/or the underwriters the
foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both
the agent and its underlying client(s).
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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 herein). 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
strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend pay-out 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 ("IFRS") 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 IFRS 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; 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 entity within the Group or any
securities issued by such entities; direct and indirect impacts of the coronavirus ("COVID-19") pandemic;
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 financial position, future results, dividend payments, capital and leverage or other regulatory ratios or
other financial and non-financial metrics or performance measures may differ materially from the statements or
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, 2019, filed with the SEC on February 13, 2020 (the "2019 Form
20-F"), and our interim report on Form 6-K for the period ended June 30, 2020, filed with the SEC on July 29,
2020 (the "H1 2020 6-K"), 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 Securities.
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 herein), the FCA, the LSE, the SEC or
applicable laws and regulations of any relevant jurisdiction (including, without limitation, the U.K. and the U.S.),
in relation to disclosure of ongoing information, Barclays expressly disclaims any obligation or undertaking to
release publicly, update or revise 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 new information, future events, change in events, conditions or circumstances, or otherwise, on
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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.
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