Bond Barclay PLC 7.125% ( XS1998799792 ) in GBP

Barclay PLC

100 % ▲

United Kingdom

XS1998799792 ( in GBP )

7.125% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond Barclays PLC XS1998799792 en GBP 7.125%, maturity Perpetual

200 000 GBP

1 000 000 000 GBP

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 GBP, with the ISIN code XS1998799792, pays a coupon of 7.125% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

Prospectus Supplement to Prospectus dated April 6, 2018

£1,000,000,000 7.125% Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities

(Callable June 15, 2025 and Every Five Years Thereafter)

Barclays PLC
We, Barclays PLC (the "Issuer" or "Barclays"), are issuing £1,000,000,000 aggregate principal amount of
7.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable June 15, 2025
and Every Five Years Thereafter) (the "Securities"). From (and including) the Issue Date (as defined herein) to
(but excluding) June 15, 2025 (such date and each fifth (5th) anniversary date thereafter being a "Reset Date"),
the interest rate on the Securities will be 7.125% 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 Reference Bond Rate (as defined
herein) on the relevant Reset Determination Date (as defined herein) and 6.579%. 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, commencing on September 15, 2019.
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 below). 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 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 VI of the
Financial Services and Markets Act 2000, as amended (the "FSMA") or (ii) a prospectus for the purposes of the
Prospectus Directive (as defined herein).
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 defined herein). 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 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 £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.
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET--Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Securities has led to the conclusion that: (i) the target market for the
Securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the Securities to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Securities (a "Distributor")

should take into consideration the manufacturers' target market assessment; however, a Distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Securities (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels. For the purposes of these provisions, the expression "MiFID II" means
Directive 2014/65/EU, as amended.
IMPORTANT--PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS.
The Securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area ("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 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 Securities or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Securities or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
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) Regulations 2018).
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-22 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 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 United
Kingdom, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £1,000,000,000 £10,000,000 £990,000,000
Note:
(1) Plus accrued interest, if any, from and including June 13, 2019.
The Securities will be issued in registered form. The Securities will be represented by one global certificate that will
be deposited with a common depositary for Euroclear and/or Clearstream, Luxembourg (each as defined herein),
and registered in the name of such common depositary or its nominee. Holders of the Securities will hold beneficial
interests in the Securities through Clearstream, Luxembourg and/or Euroclear and their respective direct and
indirect participants and such direct and indirect participants wil record such beneficial interest on their books.
The underwriters expect to deliver the Securities to purchasers in book-entry form only through the facilities of
Clearstream, Luxembourg, and/or Euroclear, on or about June 13, 2019.
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, (i ) 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 (i i) authorized, directed and requested Clearstream, Luxembourg and/or
Euroclear, their respective direct participants or any other intermediary through which they hold such Securities to
take any and al 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 Bookrunner

Barclays

Joint Lead Managers

BBVA
Citigroup
Commerzbank
Deutsche Bank

J.P. Morgan
Lloyds Bank
Nordea
SMBC Nikko
Corporate Markets

Société Générale
UBS Investment Bank
Wells Fargo Securities
Corporate & Investment Banking

Co-Managers

Banco de Sabadell
Bankia

Prospectus Supplement dated June 6, 2019

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page Number
Prohibition on marketing and sales to retail investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
Currency Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-50
Use Of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-51
Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities . . .
S-52
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-82
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

PROHIBITION ON MARKETING AND SALES TO RETAIL INVESTORS
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;

(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 and be familiar with the behaviour of any relevant
indices and financial markets; 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.
In particular, in June 2015, 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
Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based
investment products ("PRIIPs") became directly applicable in all EEA member states and (ii) the Markets in
Financial Instruments Directive 2014/65/EU (as amended) ("MiFID II") was required to be implemented in EEA
member states by January 3, 2018. Together the PI Rules, PRIIPs and MiFID II are referred to as the
"Regulations."
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:

1. you are not a retail client (as defined in MiFID II);

S-1

2. 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

3. 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 PRIIPs has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA may be unlawful under PRIIPs.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET--Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is
eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Securities (a "Distributor") should take into consideration the
manufacturers' target market assessment; however, a Distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
IMPORTANT--PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS--
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the 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 MiFID II; or (ii) a
customer within the meaning of 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 the PRIIPs Regulation for offering or selling the Securities or otherwise making them
available to retail investors in the EEA has been prepared, and, therefore, offering or selling the Securities or
otherwise making them available to any retail investor in the EEA 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.

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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 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
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 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 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 below), the FCA, 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-3

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 Securities. 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 4 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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