Obligation Barclay PLC 1.125% ( CH0426621683 ) en CHF

Barclay PLC

100 % ▼

Royaume-uni

CH0426621683 ( en CHF )

1.125% par an ( paiement annuel )

11/07/2023 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC CH0426621683 en CHF 1.125%, échue

200 000 CHF

175 000 000 CHF

Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en CHF, avec le code ISIN CH0426621683, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/07/2023

THE OFFERING CIRCULAR IS NOT FOR DISTRIBUTION WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT")).
IMPORTANT: You must read the following before continuing. The following applies to the offering
circular following this page (the "Offering Circular") and you are therefore advised to read this page
carefully before reading, accessing or making any other use of the Offering Circular. In accessing the
Offering Circular, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from Barclays PLC (the "Issuer"), Barclays
Bank PLC, Commerzbank Aktiengesellschaft and UBS AG (the "Joint Lead Managers") as a result of
such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE OFFERING
CIRCULAR IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS
UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO
ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE
ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR.
Confirmation of your representation: In order to be eligible to view the Offering Circular or make an
investment decision with respect to the securities being offered, prospective investors must be located
outside the United States. The Offering Circular is being sent to you at your request, and by accessing the
Offering Circular you shall be deemed to have represented to the Issuer and the Joint Lead Managers that
(1) you and any customers you represent are purchasing the securities being offered in an offshore
transaction (within the meaning of Regulation S under the Securities Act) and the electronic mail address
that you have provided and to which this e-mail has been delivered is not located in the United States, its
territories and possessions, any State of the United States or the District of Columbia and (2) you consent
to delivery of the Offering Circular by electronic transmission.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person
into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering
Circular to any other person.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer
or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer, and a Joint Lead Manager or any affiliate
of a Joint Lead Manager is a licensed broker or dealer in the relevant jurisdiction, the offering shall be
deemed to be made by such Joint Lead Manager or such affiliate on behalf of the Issuer in such jurisdiction.
The Offering Circular does not constitute an offer of the securities to the public in the United Kingdom.
The Offering Circular is only being distributed to, and is directed only at, persons in the United Kingdom
in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended, does
not apply (such persons being referred to as "relevant persons"). The securities are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with, relevant persons who fall within the manufacturer target market (eligible
counterparties and professional clients only). Any person in the United Kingdom who is not a relevant
person who falls within the manufacturer target market should not act or rely on the Offering Circular or
any of its contents.
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The Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted
via this medium may be altered or changed during the process of electronic transmission and consequently
none of the Issuer and the Joint Lead Managers, any person who controls them or any director, officer,
employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever
in respect of any difference between the Offering Circular distributed to you in electronic format and the
hard copy version available to you on request from the Joint Lead Managers.
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BARCLAYS PLC
(incorporated with limited liability in England and Wales)
CHF 175,000,000 1.125 per cent. Notes due 2023
(the "Notes")
with reopening clause
This offering circular (the "Offering Circular") relates to the offering and listing on the SIX Swiss Exchange AG (the "SIX Swiss
Exchange") of CHF 175,000,000 1.125 per cent. Notes due 2023 (the "Notes") to be issued by Barclays PLC (the "Issuer") under its
£60,000,000,000 Debt Issuance Programme (the "Programme").
No prospectus is required to be published in accordance with EU Directive 2003/71/EC, as amended, in connection with the Notes.
The United Kingdom Financial Conduct Authority has neither approved nor reviewed the information contained in this Offering
Circular in connection with the Notes.
Interest Rate:
1.125 per cent. per annum, payable annually in arrear on 12 July in each year. The first coupon
will be paid on 12 July 2019.
Issue Price:
100.266 per cent. (before commissions).
Issue Date:
12 July 2018.
Redemption Date:
Final redemption on 12 July 2023 at par.
Early Redemption:
(i) For tax reasons (as described in Condition 10(b) (Redemption for tax reasons); or (ii) in
connection with a Loss Absorption Disqualification Event (as described in Condition 10(g) (Loss
Absorption Disqualification Event Redemption of Senior Notes), in each case subject to
Condition 10(l) (Restriction on Early Redemption of the Notes).
Denominations:
CHF 200,000 and integral multiples thereof.
Delivery:
Permanent Global Bearer Note; investors do not have the right to request the delivery of
individual definitive notes.
Assurances:
Pari passu clause
Listing:
Applications have been made for the Notes to be provisionally admitted to trading on the main
standard of the SIX Swiss Exchange from 10 July 2018. Application will be made to the SIX
Swiss Exchange for listing of the Notes. The Notes are a new issue of Notes and have no
established trading market. There can be no assurance that an active trading market in the Notes
will develop, and any trading market that does develop may not be liquid. The last trading date
in order for trades to settle on the SIX Swiss Exchange prior to redemption is expected to be two
trading days prior to redemption of the Notes. Following admission to listing, the Notes are
expected to be listed on SIX Swiss Exchange until the relevant redemption date.
Law and Jurisdiction:
The Notes are governed by English law (save as provided herein); place of jurisdiction is the
courts of England.
Sales Restrictions:
In particular, Australia, the European Economic Area, France, Hong Kong, Italy, Japan, Norway,
the People's Republic of China, Singapore, the United Kingdom and the United States of
America, as set out in the section headed "Selling Restrictions" on page 5 herein.
Barclays Bank PLC, Commerzbank Aktiengesellschaft and UBS AG (together the "Joint Lead Managers") have entered into a
subscription agreement dated 10 July 2018 (the "Subscription Agreement") relating to the purchase of the Notes from the Issuer.

Joint Lead Managers

BARCLAYS
COMMERZBANK
UBS INVESTMENT BANK
Swiss Security Number: 42.662.168
ISIN: CH0426621683
Common Code: 185628850
Offering Circular dated 10 July 2018

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CONTENTS

Page

Selling Restrictions ................................................................................................................................. 5
General Information ............................................................................................................................... 6
Taxation ................................................................................................................................................. 9
Final Terms .......................................................................................................................................... 12
Part A Contractual Terms................................................................................................................... 12
Part B Other Information ................................................................................................................... 17
Schedule to Final Terms ....................................................................................................................... 19
Annex A Base Prospectus dated 1 March 2018 ..................................................................................... 20
Annex B Supplement Number 1 dated 3 May 2018 .............................................................................. 21
Annex C Supplement Number 2 dated 24 May 2018 ............................................................................ 22

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SELLING RESTRICTIONS
Please refer to the section headed "Subscription and Sale" of the Base Prospectus (as defined on page 6
herein), which is reprinted in this Offering Circular on pages 140 through to 146.

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GENERAL INFORMATION
This Offering Circular contains particulars for the purpose of giving information with regard to the Issuer
and the issue of the CHF 175,000,000 1.125 per cent. Notes due 2023 (the "Notes"). This issue of Notes is
made under the Programme of the Issuer.
The specific terms of the Notes are set out in the section headed "Terms and Conditions of the Notes" on
pages 63 through to 104 of this Offering Circular (the "Conditions") and in the section headed "Final
Terms" on pages 12 through to 19 of this Offering Circular, including the Schedule thereto (the "Final
Terms"). The Conditions, the Final Terms, the base prospectus dated 1 March 2018, as supplemented by
Supplement Number 1 dated 3 May 2018 and Supplement Number 2 dated 24 May 2018, as amended by
this Offering Circular (together, the "Base Prospectus"), as well as the information incorporated by
reference herein, form integral parts of this Offering Circular.
Investors are advised to familiarise themselves with the entire content of this Offering Circular.
Authorisation
The establishment of the Programme was authorised by resolutions of a duly constituted Committee of the
Board of Directors of Barclays Bank PLC (the "Bank") on 21 September 1995. The renewal of the
Programme on 1 March 2018 was duly authorised by the Group Finance Director for the Issuer on 20
February 2018.
Pursuant to the Subscription Agreement, Barclays Bank PLC, Commerzbank Aktiengesellschaft and UBS
AG (together, the "Joint Lead Managers") have agreed to purchase the Notes at an issue price of 100.266
per cent. (minus commissions).
Net Proceeds
The net proceeds of the issue of the Notes, amounting to CHF 174,880,500, will be used for general
corporate purposes of the Issuer and its subsidiaries and/or the Group (as defined in the Base Prospectus),
and may be used to strengthen further the capital base of the Issuer and its subsidiaries and/or the Group,
as also set out in the Final Terms.
Information Incorporated by Reference
The following information has been filed with the SIX Swiss Exchange and shall be deemed to be
incorporated in, and to form part of, this Offering Circular:
(a)
the sections set out below from the Joint Annual Report of the Issuer and the Bank, as filed with
the SEC on Form 20-F on 22 February 2018 containing the audited consolidated financial
statements of the Issuer and the independent auditor's report thereon, in respect of the financial
years ended 31 December 2017 and 31 December 2016:
Notes; Certain non-IFRS measures
i
Market and other data; Uses of Internet addresses; References to Pillar 3 report ii
Governance: Directors' report
1
Governance: People
47
Governance: Remuneration report
51
Risk Review
75
Financial Review
163
Financial Statements
185
Independent Registered Public Accounting Firm's report for Barclays PLC
186
Consolidated Financial Statements Barclays PLC
188
Notes to the Financial Statements
195
Additional Shareholder Information
272
Additional Information
282
Barclays' approach to managing risks
301
Additional Information
362
Glossary of terms
411
Shareholder Information
433;
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(b)
the sections set out below from the Joint Annual Report of the Issuer and the Bank, as filed with
the SEC on Form 20-F on 23 February 2017 containing the audited consolidated financial
statements of the Issuer and the independent auditor's report thereon, in respect of the financial
years ended 31 December 2016 and 31 December 2015:
Financial Statements
216
Independent Registered Public Accounting Firm's report for Barclays PLC
218
Consolidated Financial Statements Barclays PLC
219
Notes to the Financial Statements
226;

(c)
the joint announcement of the Issuer and the Bank, as filed with the SEC on Form 6-K on 29 March
2018 in respect of the settlement of civil litigation with the United States Department of Justice in
relation to residential mortgage-backed securities;
(d)
the announcement of the Issuer, as filed with the SEC on Form 6-K on 20 April 2018 in respect of
the conclusion of the United Kingdom Financial Conduct Authority and Prudential Regulation
Authority's investigation into Jes Staley and Barclays;
(e)
the unaudited Q1 2018 Results Announcement of the Issuer as filed with the SEC on Form 6-K on
26 April 2018 in respect of the three months ended 31 March 2018; and
(f)
the joint announcement of the Issuer and the Bank, as filed with the SEC on Form 6-K on 21 May
2018 in respect of the dismissal of the Serious Fraud Office charges against the Issuer and the Bank.
The above documents as well as this Offering Circular and any supplements thereto are available free of
charge in Switzerland at the office of UBS AG, Bahnhofstrasse 45, CH-8001 Zurich, Switzerland or may
be obtained by email ([email protected]).
Swiss Principal Paying Agent
For the purpose of the Notes, the Issuer has, under the Supplemental Agency Agreement (as defined herein),
appointed the Swiss Principal Paying Agent (as defined herein).
Clearing
The Notes have been accepted for clearance through SIX SIS AG.
Notices
All notices in relation to the Notes will be published in electronic form on the internet site of the SIX Swiss
Exchange under the section headed "Official Notices".
(currently: https://www.six-exchange-regulation.com/en/home/publications/official-notices.html).
Representation
In accordance with Article 43 of the Listing Rules of the SIX Swiss Exchange, UBS AG has been appointed
by the Issuer to lodge the listing application with the Regulatory Board of the SIX Swiss Exchange.
Legal Proceedings
Save as disclosed herein or in the information incorporated by reference herein, the Issuer is not involved
in any court, arbitral or administrative proceedings (including any proceedings which are pending or
threatened of which the Issuer is aware) that are of material importance to the Issuer's assets and liabilities
or profits and losses.
No Material Change
Save as disclosed herein or in the information incorporated by reference herein, there has been no material
change in the assets and liabilities, financial position or profits and losses of the Issuer since 31 March
2018.
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TAXATION
The following is a general description of certain tax considerations relating to the Notes. It does not purport
to be a complete analysis of all tax considerations relating to the Notes, whether in the countries mentioned
below or elsewhere. Prospective purchasers of Notes should consult their own tax advisers as to which
countries' tax laws could be relevant to acquiring, holding and disposing of Notes and receiving payments
of interest, principal and/or other amounts under the Notes and the consequences of such actions under the
tax laws of those countries. This summary is based upon the law as in effect on the date of this Offering
Circular and is subject to any change in law that may take effect after such date.
UNITED KINGDOM TAXATION
This section "United Kingdom Taxation" shall replace in its entirety the section headed "United Kingdom
Taxation" in the Base Prospectus (set out on pages 120 to 121 of this Offering Circular).
The following is a summary of the United Kingdom withholding taxation treatment at the date hereof in
relation to payments of principal and interest in respect of the Notes. It is based on current law and the
practice of Her Majesty's Revenue & Customs ("HMRC"), which may be subject to change, sometimes with
retrospective effect. The comments do not deal with other United Kingdom tax aspects of acquiring, holding
or disposing of Notes. The comments relate only to the position of persons who are absolute beneficial
owners of the Notes. The following is a general guide and should be treated with appropriate caution. It is
not intended as tax advice and it does not purport to describe all of the tax considerations that might be
relevant to a prospective purchaser. Noteholders who are in any doubt as to their tax position should
consult their professional advisers. Noteholders who may be liable to taxation in jurisdictions other than
the United Kingdom in respect of their acquisition, holding or disposal of the Notes are particularly advised
to consult their professional advisers as to whether they are so liable (and if so under the laws of which
jurisdictions), since the following comments relate only to certain United Kingdom taxation aspects of
payments in respect of the Notes. In particular, Noteholders should be aware that they may be liable to
taxation under the laws of other jurisdictions in relation to payments in respect of the Notes even if such
payments may be made without withholding or deduction for or on account of taxation under the laws of
the United Kingdom.
United Kingdom Withholding Tax on United Kingdom Source Interest
1.
Any Notes issued by the Issuer which carry a right to interest will constitute "quoted Eurobonds"
provided they are and continue to be listed on a recognised stock exchange (within the meaning of
section 1005 of the Income Tax Act 2007 (the "Act")) or admitted to trading on a "multilateral trading
facility" (within the meaning of section 987 of the Act). Whilst the Notes are and continue to be quoted
Eurobonds, payments of interest by the Issuer on the Notes may be made without withholding or
deduction for or on account of United Kingdom income tax.
The SIX Swiss Exchange is a recognised stock exchange. The Issuer's understanding of current HMRC
practice is that securities which are listed in accordance with the International Reporting Standard of
the SIX Swiss Exchange may be regarded as "listed on a recognised stock exchange" for these
purposes.
2.
In all cases falling outside the exemption described above, interest on the Notes may fall to be paid
under deduction of United Kingdom income tax at the basic rate (currently 20 per cent.) subject to such
relief as may be available.
Other Rules Relating to United Kingdom Withholding Tax
3.
Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are
not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an
appropriate provision in any applicable double taxation treaty.
The references to "interest" above mean "interest" as understood in United Kingdom tax law. The
statements above do not take any account of any different definitions of "interest" or "principal" which
may prevail under any other law or which may be created by the terms and conditions of the Notes or
any related documentation. Where a payment on a Note does not constitute (or is not treated as) interest
for United Kingdom tax purposes, and the payment has a United Kingdom source, it would potentially
be subject to United Kingdom withholding tax if, for example, it constitutes (or is treated as) an annual
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payment or a manufactured payment for United Kingdom tax purposes (which will be determined by,
amongst other things, the terms and conditions specified by the Final Terms of the Note). In such a
case, the payment may fall to be made under deduction of United Kingdom tax (the rate of withholding
depending on the nature of the payment), subject to such relief as may be available.
The above description of the United Kingdom withholding tax position assumes that there will be no
substitution of the Issuer pursuant to Condition 19 (Meetings of Noteholders; Modification and Waiver;
Substitution) of the Notes or otherwise and does not consider the tax consequences of any such
substitution.
SWITZERLAND
General
The following discussion of taxation under the heading "Switzerland" in this section is only an indication
of certain tax implications currently in force under the laws of Switzerland as they may affect investors. It
applies only to persons who are beneficial owners of the Notes and may not apply to certain classes of
person. The summary contains general information only; it is not exhaustive and does not constitute legal
or tax advice and is based on taxation law and practice at the date of this Offering Circular. Potential
investors should be aware that tax law and interpretation, as well as the level and bases of taxation, may
change from those described and that changes may alter the benefits of investment in, holding or disposing
of, Notes. The Issuer makes no representations as to the completeness of the information nor undertakes
any liability of whatsoever nature for the tax implications for investors. Potential investors are strongly
advised to consult their own professional advisers on the implications of making an investment in, holding
or disposing of, Notes under the laws of the countries in which they are liable to taxation and in light of
their particular circumstances.
Swiss Federal Withholding Tax on Notes
At present, payments of interest on the Notes and repayment of principal on the Notes are not subject to
Swiss federal withholding tax, provided that the Issuer is at all times resident and managed outside of
Switzerland for Swiss tax purposes.
On 4 November 2015 the Swiss Federal Council announced a mandate to the Swiss Federal Finance
Department to constitute a group of experts tasked with the preparation of a new proposal for a reform of
the Swiss withholding tax system. The new proposal is expected to include (in respect of interest payments)
the replacement of the existing debtor-based regime by a paying agent-based regime for Swiss withholding
tax similar to the one published on 17 December 2014 by the Swiss Federal Council and repealed on 24
June 2015, following the negative outcome of the legislative consultation with Swiss official and private
bodies. Under such a new paying agent-based regime, if enacted, a paying agent in Switzerland may be
required to deduct Swiss withholding tax on any payments or any securing of payments of interest in respect
of a Note for the benefit of the beneficial owner of the payment, unless certain procedures are complied
with to establish that the owner of the Note is not an individual resident in Switzerland.
Swiss Issue Stamp Tax and Swiss Transfer Stamp Tax
The issue of the Notes and their sale and delivery on the Issue Date to their initial Noteholders is not subject
to Swiss federal securities issuance tax (Emissionsabgabe) and Swiss federal securities turnover tax
(Umsatzabgabe) (primary market).
The trading of Notes in the secondary market is subject to Swiss federal securities turnover tax at a rate of
0.15 per cent. of the consideration paid for the Notes traded, however, only if a Swiss securities dealer, as
defined in the Swiss Federal Stamp Tax Act (Bundesgesetz über die Stempelabgaben), is a party or an
intermediary to the transaction and no exemption applies. Where both the seller and the purchaser of the
Notes are not residents of Switzerland or the Principality of Liechtenstein, no Swiss federal stamp securities
turnover tax will apply.
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Document Outline

#1">001 Barclays DIP Update 2018 - Base Prospectus.pdf
- #25">The Notes are complex financial instruments and such instruments may be purchased by investors as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. Each potential investor in...
  - #25">(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risk of investing in the relevant Notes and the information contained or incorporated by reference in this Base Prospectus or any applic...
  - #25">(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
  - #25">(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes or where the currency for principal or interest payments is different from the currency in which such investor's financial activiti...
  - #25">(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and
  - #25">(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.
    - #51">(a) the sections set out below from the Annual Report of the Issuer, as filed with the SEC on Form 20-F on 22 February 2018 containing the audited consolidated financial statements of the Issuer and the independent auditor's report thereon, in respect...
    - #51">(b) the sections set out below from the Annual Report of the Issuer, as filed with the SEC on Form 20-F on 23 February 2017 containing the audited consolidated financial statements of the Issuer and the independent auditor's report thereon, in respect...
    - #51">(c) the terms and conditions set out on pages 31 to 68 of the base prospectus dated 28 February 2017 (the "2017 Base Prospectus") (the "2017 Conditions"), the 2017 Conditions, as amended and supplemented in accordance with "Annex A Terms and Condition...
    - #51">(d) the 2017 Amended Conditions as amended and/or supplemented by Part A … Contractual Terms and the Schedule to the Final Terms in a drawdown prospectus dated 21 November 2017 (the "November 2017 Conditions"); and
    - #51">(e) the 2016 Conditions as amended and/or supplemented by Part A … Contractual Terms and the Schedule to the Final Terms in a drawdown prospectus dated 15 January 2018 (the "January 2018 Conditions").
- #54">Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Issuer shall procure (in the case of first exchange) the delivery (free of charge to the bearer) of a Permanent Global Note, duly au...
  - #54">(i) presentation and (in the case of final exchange) presentation and surrender of the Temporary Global Note to or to the order of the Principal Paying Agent; and
  - #54">(ii) receipt by the Principal Paying Agent of a certificate or certificates of non-U.S. beneficial ownership,
- #55">If the relevant Final Terms specifies the form of Notes as being "Permanent Global Note exchangeable for Definitive Notes", then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in part, ...
  - #55">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
  - #55">(ii) at any time, if so specified in the relevant Final Terms; or
  - #55">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if either of the following events occurs:
    - #55">(a) Euroclear, Clearstream, Luxembourg, the CMU Service or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business;
    - #55">(b) any of the circumstances described in Condition 15 (Events of Default) occurs;
  - #55">(iv) if the Trustee is satisfied that, on the occasion of the next payment due in respect of the Notes of the relevant Series, the Issuer or any of the Paying Agents would be required to make any deduction or withholding from any payment in respect of...
- #56">Each Tranche of Notes in registered form ("Registered Notes") will be represented by either:
  - #56">(i) individual note certificates in registered form ("Individual Certificates"); or
  - #56">(ii) one or more unrestricted global note certificates ("Unrestricted Global Certificate(s)") in the case of Registered Notes sold outside the United States to non-U.S. persons in reliance on Regulation S ("Unrestricted Registered Notes") and/or one o...
- #57">If the relevant Final Terms specifies the form of Notes as being "Global Certificate exchangeable for Individual Certificates", then the Notes will initially be represented by one or more Global Certificates each of which will be exchangeable in whol...
  - #57">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
  - #57">(ii) at any time, if so specified in the relevant Final Terms; or
  - #57">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Global Certificate", then:
    - #57">(a) in the case of any Global Certificate held by or on behalf of DTC, if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to the Global Certificate or DTC ceases to be ...
    - #57">(b) in the case of any Unrestricted Global Certificate, if Euroclear, Clearstream, Luxembourg, the CMU Service or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or ...
    - #57">(c) in any case, if any of the circumstances described in Condition 15 (Events of Default) occurs; or
    - #57">(d) if the Trustee is satisfied that, on the occasion of the next payment due in respect of the Notes of the relevant Series, the Issuer or any of the Paying Agents would be required to make any deduction or withholding from any payment in respect of ...
- #63">The following is the text of the terms and conditions that, subject to completion in accordance with Part A of the relevant Final Terms, shall be applicable to Notes in definitive form (if any) issued in exchange for the Global Note(s) representing e...
  - #63">1. Introduction
  - #64">2. Interpretation
    - #64">(a) Definitions: In these Conditions the following expressions have the following meanings:
    - #65">"DA Selected Bond" means the selected government security or securities agreed between the Issuer and an investment bank or financial institution determined to be appropriate by the Issuer (which, for the avoidance of doubt, could be the Determination...
    - #68">"Gross Redemption Yield" means, with respect to a security, the gross redemption yield on such security, expressed as a percentage and calculated by the Issuer or the Agent Bank on the basis set out by the United Kingdom Debt Management Office in the ...
    - #77">(b) Interpretation: In these Conditions:
      - #77">(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;
      - #77">(ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
      - #77">(iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;
      - #77">(iv) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 14 (Taxation), any premium payable in respect of a Note and any other amount in the n...
      - #77">(v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 14 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
      - #77">(vi) references to Notes being "outstanding" shall be construed in accordance with the Trust Deed;
      - #77">(vii) if an expression is stated in Condition 2(a) (Interpretation - Definitions) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "Not Applicable" then such...
      - #77">(viii) any reference to the Trust Deed or the Agency Agreement shall be construed as a reference to the Trust Deed or the Agency Agreement, as the case may be, as amended and/or supplemented up to (and including) the Issue Date of the Notes.
  - #77">3. Form, Denomination, Title and Transfer
    - #77">(a) Bearer Notes: Bearer Notes are in the Specified Denomination(s) with Coupons and, if specified in the relevant Final Terms, Talons attached at the time of issue. In the case of a Series of Bearer Notes with more than one Specified Denomination, Be...
    - #77">(b) Title to Bearer Notes: Title to Bearer Notes and the Coupons will pass by delivery. In the case of Bearer Notes, "Holder" means the holder of such Bearer Note and "Noteholder" and "Couponholder" shall be construed accordingly.
    - #77">(c) Registered Notes: Registered Notes are in the Specified Denomination(s), which may include a minimum denomination specified in the relevant Final Terms and higher integral multiples of a smaller amount specified in the relevant Final Terms.
    - #77">(d) Title to Registered Notes: The Registrar will maintain the register in accordance with the provisions of the Agency Agreement. A certificate (each, a "Certificate") will be issued to each Holder of Registered Notes in respect of its registered hol...
    - #78">(e) Ownership: The Holder of any Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein,...
    - #78">(f) Transfers of Registered Notes: Subject to Conditions 3(i) (Form, Denomination, Title and Transfer - Closed periods) and 3(j) (Form, Denomination, Title and Transfer - Regulations concerning transfers and registration) below, a Registered Note may ...
    - #78">(g) Registration and delivery of Certificates: Within five business days of the surrender of a Certificate in accordance with Condition 3(f) (Form, Denomination, Title and Transfer - Transfers of Registered Notes) above, the Registrar will register th...
    - #78">(h) No charge: The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require i...
    - #78">(i) Closed periods: Noteholders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes or once notice of redemption of the Notes has be...
    - #78">(j) Regulations concerning transfers and registration: All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the Agency Agreement. The regulations...
    - #78">(k) No exchange: Registered Notes may not be exchanged for Bearer Notes and Bearer Notes may not be exchanged for Registered Notes.
  - #79">4. Status
    - #79">(a) Senior Notes
    - #79">(b) Tier 2 Capital Notes
    - #79">(c) No set-off … Senior Notes and Tier 2 Capital Notes
  - #80">5. Fixed Rate Note Provisions
    - #80">(a) Application: This Condition 5 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable.
    - #80">(b) Accrual of interest: The Notes bear interest from (and including) the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 11 (Payments - Bearer Notes) and Condition 1...
    - #80">(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount ...
    - #80">(d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the ...
      - #80">(i) each Fixed Coupon Amount shall be calculated by multiplying the product of the Rate of Interest and the Calculation Amount by the Day Count Fraction and rounding the resultant figure to the nearest CNY0.01 or HK$ 0.01 (as the case may be), CNY0.00...
      - #80">(ii) where (x) there is not numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) any Interest Payment Date would otherwise fall on a day which is not a Business Day, then such Interest Payment Date ...
  - #80">6. Reset Note Provisions
    - #80">(a) Application: This Condition 6 (Reset Note Provisions) is applicable to the Notes only if the Reset Note Provisions are specified in the relevant Final Terms as being applicable.
    - #80">(b) Accrual of interest: The Notes bear interest:
      - #80">(i) from (and including) the Interest Commencement Date specified in the relevant Final Terms until (but excluding) the First Reset Date at the rate per annum equal to the Initial Rate of Interest;
      - #81">(ii) from (and including) the First Reset Date until (but excluding) the first Subsequent Reset Date or, if a Subsequent Reset Date is not specified in the relevant Final Terms, the Maturity Date at the rate per annum equal to the First Reset Rate of ...
      - #81">(iii) for each Subsequent Reset Period thereafter (if any), at the rate per annum equal to the relevant Subsequent Reset Rate of Interest,
    - #81">(c) Rate of Interest: The Rate of Interest applicable for each Reset Period shall be determined by the Agent Bank at or as soon as practicable after each time at which the Rate of Interest is to be determined on each Reset Determination Date. The Inte...
    - #81">(d) Fallbacks:
    - #82">(e) Publication: The Agent Bank will cause each Rate of Interest determined by it to be notified to the Issuer, the Paying Agents, the Trustee and the competent authority and/or stock exchange by which the Notes have then been admitted to listing and/...
    - #82">(f) Notifications etc: All notifications, opinions, communications, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 6 (Reset Note Provisions) by the Agent Bank ...
    - #82">(g) Determination or calculation by the Trustee: If the Agent Bank does not at any time for any reason determine the Rate of Interest or calculate the Interest Amount or any other item required to be determined or calculated by it under the relevant F...
  - #82">7. Floating Rate Note Provisions and Benchmark Replacement
    - #82">(a) Application: This Condition 7 (Floating Rate Note Provisions and Benchmark Replacement) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable.
    - #82">(b) Accrual of interest: The Notes bear interest from (and including), the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 11 (Payments - Bearer Notes) and Condition ...
    - #82">(c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will (su...
      - #82">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Agent Bank will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date
      - #82">(ii) if Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Agent Bank by straight-line linear interpolation by refere...
        #83">(A) one rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
        #83">(B) the other rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next longer than the length of the relevant Interest Period,
      - #83">(iii) in any other case, the Agent Bank will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
      - #83">(iv) if, in the case of (i) above, such rate does not appear on that page or, in the case of (iii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Agent Bank will:
        #83">(A) request the principal Relevant Financial Centre office of each of the Reference Banks to provide to the Agent Bank a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Releva...
        #83">(B) determine the arithmetic mean of such quotations; and
      - #83">(v) if fewer than two such quotations are provided as requested, the Agent Bank will determine the arithmetic mean of the rates quoted by major banks in the Principal Financial Centre of the Specified Currency, selected by the Agent Bank, at approxima...
    - #83">(d) ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the...
      - #83">(i) the Floating Rate Option is as specified in the relevant Final Terms;
      - #83">(ii) the Designated Maturity is a period specified in the relevant Final Terms;
      - #84">(iii) the relevant Reset Date is either (A) if the relevant Floating Rate Option is based on LIBOR for a currency, the first day of that Interest Period or (B) in any other case, as specified in the relevant Final Terms; and
      - #84">(iv) if Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Agent Bank by straight-line linear interpolation by refere...
        #84">(A) one rate shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
        #84">(B) the other rate shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period,
    - #84">(e) Benchmark Replacement: In addition, notwithstanding the provisions above in this Condition 7 (Floating Rate Note Provisions and Benchmark Replacement) or Condition 6 (Reset Note Provisions), if the Issuer determines that the relevant Reference Rat...
      - #84">(i) the Issuer shall use reasonable endeavours to appoint, as soon as reasonably practicable, an Independent Adviser to determine (acting in good faith and in a commercially reasonable manner), no later than 5 Business Days prior to the relevant Inter...
      - #84">(ii) if the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by it fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, the Issuer (acting in good fait...
      - #84">(iii) if a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) is determined in accordance with the preceding provisions, such Successor Rate or, failing which, an Alternative Reference Rate (as applicable) shall be the Ref...
      - #85">(iv) if the Independent Adviser or the Issuer determines a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) in accordance with the above provisions, the Independent Adviser or the Issuer (as applicable), may also specify...
      - #85">(v) the Issuer shall promptly, following the determination of any Successor Rate or Alternative Reference Rate (as applicable), give notice thereof to the Trustee, the Principal Paying Agent and the Noteholders, which shall specify the effective date(...
      - #86">(i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Reference Rate or Mid-Swap Floating Leg Benchmark Rate (as applicable) with the Successor Rate by any Relevant Nominating Body; or
      - #86">(ii) in the case of a Successor Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines is recognised or ac...
      - #86">(iii) if no such customary market usage is recognised or acknowledged, the Independent Adviser (in consultation with the Issuer) or the Issuer in its discretion (as applicable), determines (acting in good faith and in a commercially reasonable manner)...
      - #86">(i) the central bank for the currency to which the reference rate or mid-swap floating leg benchmark rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the reference rate or mid-s...
      - #86">(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the reference rate or mid-swap floating leg benchmark rate relates, (b) any central bank or othe...
    - #86">(f) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci...
    - #87">(g) Calculation of Interest Amount: The Agent Bank will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note for suc...
    - #87">(h) Publication: The Agent Bank will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment date(s)...
    - #87">(i) Notifications etc: All notifications, opinions, communications, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 7 (Floating Rate Note Provisions and Benchma...
    - #87">(j) Determination or calculation by the Trustee: If the Agent Bank does not at any time for any reason determine the Rate of Interest or calculate the Interest Amount or any other item required to be determined or calculated by it under the relevant F...
  - #87">8. Zero Coupon Note Provisions
    - #87">(a) Application: This Condition 8 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.
    - #88">(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
      - #88">(i) the Reference Price; and
      - #88">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which al...
  - #88">9. Fixed/Floating Rate Notes
    - #88">(a) Application: This Condition 9 (Fixed/Floating Rate Notes) is applicable to the Notes only if the Fixed Rate Note Provisions and the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable.
    - #88">(b) Fixed/Floating Rate: The Issuer may issue Notes (i) that the Issuer may elect to convert on the date set out in the relevant Final Terms from a Fixed Rate Note to a Floating Rate Note, or from a Floating Rate Note to a Fixed Rate Note or (ii) that...
  - #88">10. Redemption and Purchase
    - #88">(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 11 (Payments - Bearer Notes) and Condition 12 (Payment...
    - #88">(b) Redemption for tax reasons: Subject to Condition 10(l) (Redemption and Purchase - Restriction on Early Redemption of the Notes) below, the Notes may be redeemed at the option of the Issuer in whole, but not in part (x) at any time (if the Floating...
      - #88">(i) the Issuer provides not less than 30 days' nor more than 60 days' prior notice to the Trustee and the Holders of the Notes (such notice being irrevocable) specifying the date fixed for such redemption; and
      - #88">(ii) immediately before giving such notice, the Issuer has determined that as a result of a change in, or amendment to, the laws or regulations of a Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a c...
        #88">(A) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 14 (Taxation);
        #88">(B) the Issuer would not be entitled to claim a deduction in respect of any payments in respect of the Notes in computing its taxation liabilities or the value of the deduction would be materially reduced; or
        #89">(C) the Issuer would not, as a result of the Notes being in issue, be able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Issuer is or would otherwise ...
    - #89">(c) Redemption at the option of the Issuer: Subject to Condition 10(l) (Redemption and Purchase - Restriction on Early Redemption of the Notes) below, if the Call Option is specified in the relevant Final Terms as being applicable, the Notes may be re...
      - #89">(i) the Optional Redemption Amount (Call); or
      - #89">(ii) the Make Whole Redemption Price.
      - #90">(B) if "Non-Sterling Make Whole Redemption Amount" is specified as being applicable in the relevant Final Terms, an amount equal to the higher of (i) 100 per cent. of the principal amount of such Notes and (ii) the principal amount of such Notes multi...
    - #90">(d) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with Condition 10(c) (Redemption and Purchase - Redemption at the option of the Issuer), in the case of Bearer Notes, the Notes to be redeemed shall be sele...
    - #90">(e) Redemption at the option of Noteholders: In the case of any Series of Senior Notes only, if the Put Option is specified in the relevant Final Terms as being applicable, the Issuer shall, at the option of the Holder of any Note redeem such Note on ...
    - #91">(f) Regulatory Event Redemption of Tier 2 Capital Notes: Subject to Condition 10(l) (Redemption and Purchase - Restriction on Early Redemption of the Notes) below, if there is a change in the regulatory classification of the Tier 2 Capital Notes that ...
    - #91">(g) Loss Absorption Disqualification Event Redemption of Senior Notes: Subject to Condition 10(l) (Redemption and Purchase … Restriction on Early Redemption of the Notes) below, if a Loss Absorption Regulations Event occurs on or after the Issue Date ...
      - #91">(i) the Issuer provides not less than 30 days' nor more than 60 days' prior notice to the Trustee, the Principal Paying Agent and the Holders of the relevant Series of Senior Notes (such notice being irrevocable) specifying the date fixed for such red...
      - #91">(ii) such Loss Absorption Disqualification Event cannot be remedied by the Issuer exercising its right to apply Condition 15(b) (Events of Default - Restrictive Events of Default) to such Series of Senior Notes instead of Condition 15(a) (Events of De...
    - #91">Prior to giving notice of redemption under this Condition 10(g) (Redemption and Purchase … Loss Absorption Disqualification Event Redemption of Senior Notes), the Issuer shall deliver to the Trustee a certificate signed by two Authorised Signatories (...
    - #92">Upon the expiry of such notice period, the Issuer shall be bound to redeem the relevant Series of Senior Notes accordingly.
    - #92">(h) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:
      - #92">(i) the Reference Price; and
      - #92">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and ...
    - #92">(i) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in Condition 10(a) (Redemption and Purchase - Scheduled redemption) to 10(h) (Redemption and Purchase - Early redemption of Zero Coupon Notes) above.
    - #92">(j) Purchase: The Issuer or any of its Subsidiaries may at any time 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 ...
    - #92">(k) Cancellation: All Notes so redeemed shall, and all Notes so purchased may, be cancelled (together with any unmatured Coupons attached thereto or surrendered therewith) and may not be reissued or resold.
    - #92">(l) Restriction on Early Redemption of the Notes: Notwithstanding any other provision in this Condition 10 (Redemption and Purchase), the Issuer may redeem the Notes (and give notice thereof to the Holders) only if it has obtained the prior consent of...
      - #92">(i) on or before the redemption or repurchase of the Tier 2 Capital Notes, the Issuer replaces the Tier 2 Capital Notes with own funds instruments of an equal or higher quality at terms that are sustainable for its income capacity; or
      - #92">(ii) the Issuer has demonstrated to the satisfaction of the PRA that its own funds would, following such redemption or repurchase, exceed the capital ratios required under CRD IV by a margin that the PRA may consider necessary on the basis set out in ...
        #93">(A) the conditions listed in paragraphs (i) or (ii) above are met; and
        #93">(B) in the case of redemption due to the occurrence of a Regulatory Event, (i) the PRA considers such change to be sufficiently certain and (ii) the Issuer demonstrates to the satisfaction of the PRA that the Regulatory Event was not reasonably forese...
        #93">(C) in the case of redemption due to the occurrence of a Tax Event, there is a change in the applicable tax treatment of the relevant Tier 2 Capital Notes which the Issuer demonstrates to the satisfaction of the PRA is material and was not reasonably ...
  - #93">11. Payments - Bearer Notes
    - #93">(a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Bearer Notes at the Specified Office of any Paying Agent outside the United States by transfer to an account denomina...
    - #93">(b) Interest: Payments of interest shall, subject to Condition 11(h) (Payments - Bearer Notes - Payments other than in respect of matured Coupons) below, be made only against presentation and (provided that payment is made in full) surrender of the ap...
    - #93">(c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such P...
    - #93">(d) Payments subject to fiscal laws: Save as provided in Condition 14 (Taxation), payments in respect of the Bearer Notes will be subject in all cases to any applicable fiscal or other laws and regulations in the place of payment or other laws and reg...
    - #94">(e) Deductions for unmatured Coupons: If the relevant Final Terms specifies that the Fixed Rate Note Provisions are applicable and a Bearer Note is presented without all unmatured Coupons relating thereto:
      - #94">(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, ho...
      - #94">(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
        #94">(A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provi...
        #94">(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is...
    - #94">(f) Unmatured Coupons void: If the relevant Final Terms specifies that this Condition 11(f) (Payments - Bearer Notes - Unmatured Coupons void) is applicable, that the Reset Note Provisions are applicable or that the Floating Rate Note Provisions are a...
    - #94">(g) Payments on business days: If the due date for payment of any amount in respect of any Bearer Note or Coupon is not a Payment Business Day in the place of presentation, the Holder shall not be entitled to payment in such place of the amount due un...
    - #94">(h) Payments other than in respect of matured Coupons: Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Bearer Notes at the Specified Office of any Paying Agent outside the United St...
    - #95">(i) Partial payments: If a Paying Agent makes a partial payment in respect of any Bearer Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.
    - #95">(j) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Bearer Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office ...
  - #95">12. Payments - Registered Notes
    - #95">(a) Principal: Payments of principal shall be made by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Pr...
    - #95">(b) Interest: Payments of interest shall be made by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Prin...
    - #95">(c) Payments subject to fiscal laws: Save as provided in Condition 14 (Taxation), payments in respect of the Registered Notes will be subject in all cases to any applicable fiscal or other laws and regulations in the place of payment or other laws and...
    - #95">(d) Payments on business days: Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not Payment Business Day, for value the next succeeding Payment Business Day) will be initiated ...
    - #96">(e) Partial payments: If a Paying Agent makes a partial payment in respect of any Registered Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a C...
    - #96">(f) Record date: Each payment in respect of a Registered Note will be made to the person shown as the Holder in the Register at the opening of business in the place of the Registrar's Specified Office on the 15th day before the due date for such payme...
  - #96">13. Payments … Renminbi Notes
    - #96">(a) Payments of USD Equivalent: Notwithstanding the foregoing, if by reason of Inconvertibility, Non-transferability or Illiquidity, the Issuer is not able, or it would be impracticable for it, to satisfy payments of principal or interest (in whole or...
    - #96">(b) Payments of the USD Equivalent of the relevant Renminbi amount, determined in accordance with this Condition 13 (Payments … Renminbi Notes), will be made by credit or transfer to a U.S. Dollar account (or any other account to which U.S. dollars ma...
    - #96">(c) For the purpose of this Condition 13 (Payments … Renminbi Notes):
  - #97">14. Taxation
    - #97">(a) Gross up: Except as otherwise specified in the relevant Final Terms, all payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction...
      - #98">(i) held by or on behalf of a Holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having some connection with the United Kingdom other than the mere holding of the Note o...
      - #98">(ii) unless it is proved, to the satisfaction of the Principal Paying Agent or the Transfer and Paying Agent to whom the same is presented, that the Holder is unable to avoid such withholding or deduction by satisfying any statutory requirement or by ...
      - #98">(iii) where the relevant Note or Coupon or Certificate is presented or surrendered for payment more than 30 days after the Relevant Date except to the extent that the Holder of such Note or Coupon would have been entitled to such additional amounts on...
    - #98">(b) Any reference in these Conditions to principal in respect of the Notes of any Series shall be deemed to include, as applicable:
      - #98">(i) any additional amounts which may be payable with respect to principal under this Condition 14 (Taxation) or pursuant to any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed;
      - #98">(ii) the redemption amount payable on such Notes on their Maturity Date;
      - #98">(iii) the redemption amount payable on redemption of such Notes prior to such Maturity Date; and
      - #98">(iv) any premium and any other amounts which may be payable under or in respect of such Notes.
    - #98">(c) Any reference in these Conditions to interest in respect of the Notes of any Series shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under this Condition 14 (Taxation) or pursuant to a...
    - #98">(d) For the avoidance of doubt, any amounts to be paid by the Issuer on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "C...
  - #99">15. Events of Default
    - #99">(a) Non-restrictive Events of Default: Subject to Condition 15(d), the provisions of this Condition 15(a) (Events of Default … Non-restrictive Events of Default) shall have effect in relation to any Series of Senior Notes.
- #99">If any of the following events occurs and is continuing, then the Trustee at its discretion may and, if so requested in writing by Holders of at least one quarter of the aggregate principal amount of the outstanding Notes or if so directed by an Extra...
  - #99">(i) Non-payment: any principal or interest on such Notes has not been paid within 14 days from the due date for payment and such sum has not been duly paid within a further 14 days following written notice from the Trustee to the Issuer requiring the ...
  - #99">(ii) Breach of other obligations: the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes, the Coupons or the Trust Deed and that breach has not been remedied within 21 days of receipt of a...
  - #99">(iii) Winding-up etc.: a Winding-up Event occurs.
- #99">At any time after any Series of Senior Notes shall have become due and repayable in accordance with this Condition 15(a) (Events of Default … Non-restrictive Events of Default), the Trustee may at its discretion and, if so requested in writing by Hol...
  - #99">(b) Restrictive Events of Default: The provisions of this Condition 15(b) (Events of Default … Restrictive Events of Default) shall have effect in relation to (x) any Series of Tier 2 Capital Notes or (y) any Series of Senior Notes in relation to whic...
    - #99">(i) If any of the following events occurs and is continuing, then the Trustee at its discretion may and, if so requested in writing by Holders of at least one quarter of the aggregate principal amount of the outstanding Notes or if so directed by an E...
      - #99">(A) Non-payment: in the event that any principal or interest on such Notes has not been paid within 14 days from the due date for payment and such sum has not been duly paid within a further 14 days following written notice from the Trustee to the Iss...
      - #100">(B) Breach of other obligations (other than non-payment): institute such proceedings against the Issuer as it may think fit to enforce any term, obligation or condition binding on the Issuer under such Notes or Coupons or the terms of the Trust Deed r...
    - #100">(ii) If a Winding-up Event occurs, the Trustee at its discretion may and, if so requested in writing by the Holders of at least one quarter of the aggregate principal amount of the outstanding relevant Notes or if so directed by an Extraordinary Resol...
  - #100">(c) All Notes: The provisions of this Condition 15(c) (Events of Default - All Notes) shall have effect in relation to any Series of Notes.
- #100">No Holder of any such Notes and no holder of the Coupons (if any) appertaining thereto shall be entitled to institute any of the proceedings or take the steps or actions referred to in Condition 15(a) (Events of Default … Non-restrictive Events of Def...
  - #101">(d) Restrictive Events of Default upon the occurrence of a Loss Absorption Disqualification Event: If the inclusion of Condition 15(a) (Events of Default … Non-restrictive Events of Default) in these Conditions does, or would be likely to (in the opin...
- #101">Prior to giving notice of such an amendment under this Condition 15(d) (Events of Default - Restrictive Events of Default upon the occurrence of a Loss Absorption Disqualification Event), the Issuer shall deliver to the Trustee a certificate signed b...
  - #101">16. Prescription
  - #101">17. Replacement of Notes and Coupons
  - #101">18. Trustee and Agents
  - #102">19. Meetings of Noteholders; Modification and Waiver; Substitution
    - #102">(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions by Extraordinary Resolution, except that t...
    - #102">(b) Modification and waiver: Subject to certain exceptions and Condition 19(d) (Meetings of Noteholders; Modification and Waiver; Substitution - PRA notice or consent) below, the Trustee may, without the consent of the Noteholders, agree to any modifi...
    - #103">(c) Substitution: Subject to (i) Condition 19(d) (Meetings of Noteholders; Modification and Waiver; Substitution - PRA notice or consent) below, (ii) such amendment of the Trust Deed and (iii) such other conditions as the Trustee may require, but with...
    - #103">(d) PRA notice or consent: The provisions relating to the Tier 2 Capital Notes shall only be capable of modification or waiver and the Issuer of Tier 2 Capital Notes may only be substituted in accordance with Condition 19(c) (Meetings of Noteholders; ...
    - #103">(e) Effect for the Holders: Any such modification, waiver, authorisation or substitution shall be binding on all the Noteholders and Couponholders of the relevant Series and, unless the Trustee agrees otherwise, shall be notified to the holders of Not...
  - #104">20. Further Issues
  - #104">21. Notices
    - #104">(a) Bearer Notes: Notices to the Holders of Bearer Notes shall be valid if published in a leading English language daily newspaper published in London (which is expected to be the Financial Times) or, if such publication is not practicable, in a leadi...
    - #104">(b) Registered Notes: Notices to the Holders of Registered Notes shall be sent to them by first class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses on the Register. Any such notice shall be dee...
  - #104">22. Rounding
  - #104">23. Contracts (Rights of Third Parties) Act 1999
  - #104">24. Governing Law and Jurisdiction
    - #104">(a) Governing law: The Notes and the Trust Deed, and all non-contractual obligations arising out of or in connection with the Notes and the Trust Deed, are governed by English law.
    - #104">(b) Jurisdiction: The parties to the Trust Deed have (i) agreed that the courts of England shall have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with the Notes; and (ii) agreed that those courts are the ...
- #106">Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. [The Base Prospectus, the base prospectus dated [€], including the Conditions, and these Final T...
  - #120">1. Any Notes issued by the Issuer which carry a right to interest will constitute "quoted Eurobonds" provided they are and continue to be listed on a recognised stock exchange. Whilst the Notes are and continue to be quoted Eurobonds, payments of inte...
  - #120">2. Interest on the Notes may be paid without withholding or deduction for or on account of United Kingdom income tax if the Notes constitute "regulatory capital securities" for the purposes of the 2013 Regulations and there are no arrangements, the ma...
  - #120">3. In all cases falling outside the exemptions described in 1 and 2 above, interest on the Notes may fall to be paid under deduction of United Kingdom income tax at the basic rate (currently 20 per cent.). However, such withholding or deduction will n...
  - #121">4. Notes may be issued at an issue price of less than 100 per cent. of their principal amount. Any discount element of such Notes will not generally be subject to any United Kingdom withholding tax pursuant to the provisions mentioned above.
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- #135">Subject to the following paragraphs, under Section 12(6) of the ITA, the following payments are deemed to be derived from Singapore:
  - #135">(a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person ...
  - #135">(b) any income derived from loans where the funds provided by such loans are brought into or used in Singapore.
- #135">Certain Singapore-sourced investment income derived by individuals from financial instruments is exempt from tax, including:
  - #136">(a) interest from debt securities derived on or after 1 January 2004;
  - #136">(b) discount income (not including discount income arising from secondary trading) from debt securities derived on or after 17 February 2006; and
  - #136">(c) prepayment fee, redemption premium or break cost from debt securities derived on or after 15 February 2007,
- #136">With respect to any Tranche of Notes issued as debt securities under this Programme (the "Relevant Notes") during the period from the date of this Base Prospectus to 31 December 2018 where, pursuant to the ITA, more than half of the issue of such Rel...
  - #136">(a) subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the relevant authorities may direct, of a return on debt securities for the Relevant Notes in the prescribed format wit...
  - #136">(b) subject to certain conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the relevant authorities may direct, of a return on debt securities for the Relevant Notes in the prescribed format within such pe...
  - #136">(c) subject to:
  - #136">(i) the Issuer including, in all offering documents relating to the Relevant Notes, a statement to the effect that any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Relevant Notes is not exem...
  - #136">(ii) the furnishing by the Issuer, or such other person as the relevant authorities may direct, of a return on debt securities for the Relevant Notes in the prescribed format within such period as the relevant authorities may specify and such other pa...
- #137">Notwithstanding the foregoing:
  - #137">(a) if during the primary launch of any Tranche of Relevant Notes, the Relevant Notes of such Tranche are issued to fewer than four persons and 50 per cent. or more of the issue of such Tranche of Relevant Notes are beneficially held or funded, direct...
  - #137">(b) even though a particular Tranche of Relevant Notes are QDS, if 50 per cent. or more of the issue of such Tranche of Relevant Notes which are outstanding at any time during the life of their issue is beneficially held or funded, directly or indirec...
  - #137">(i) any related party(ies) of the Issuer; or
  - #137">(ii) any other person where the funds used by such person to acquire such Relevant Notes are obtained, directly or indirectly, from any related party(ies) of the Issuer,
  - #137">(a) are issued during the period from (and including) 16 February 2008 to (and including) 31 December 2018;
  - #137">(b) have an original maturity of not less than ten years;
  - #138">(c) are issued on or after 28 June 2013, cannot have their tenure shortened to less than 10 years from the date of their issue, except where:
    - #138">(i) the shortening of the tenure is a result of any early termination pursuant to certain specified early termination clauses prescribed in the regulations which the Issuer included in any offering document for such QDS; and
    - #138">(ii) the QDS do not contain any call, put, conversion, exchange or similar option that can be triggered at specified dates or at specified prices which have been priced into the value of the QDS at the time of their issue; and
  - #138">(d) cannot be re-opened with a resulting tenure of less than ten years to the original maturity date.
  - #138">(a) any related party(ies) of the Issuer; or
- #140">Each Dealer has represented and agreed (and each additional Dealer named in the Final Terms will be required to represent and agree) that in addition to the relevant U.S. Selling Restrictions set forth below:
  - #140">(a) except to the extent permitted under U.S. Treasury Regulations section 1.163 5(c)(2)(i)(D) (the "TEFRA D Rules"), it has not offered or sold, and during the restricted period it will not offer or sell, Notes in bearer form to a person who is withi...
  - #140">(b) it has and throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that such Notes may not be offered or sold during the rest...
  - #140">(c) if it is a U.S. person, it is acquiring the Notes in bearer form for purposes of resale in connection with their original issuance, and if it retains Notes in bearer form for its own account, it will do so in accordance with the requirements of th...
  - #140">(d) with respect to each affiliate or distributor that acquires Notes in bearer form from the Dealer for the purpose of offering or selling such Notes during the restricted period, the Dealer either repeats and confirms the representations and agreeme...
  - #141">(e) it shall obtain for the benefit of the Issuer the representations, undertakings and agreements contained in sub-clauses (a), (b), (c), (d) and (e) of this paragraph from any person other than its affiliate with whom it enters into a written contra...
- #141">Where the rules under U.S. Treasury Regulations section 1.163-5(c)(2)(i)(C) (the "TEFRA C Rules") are specified in the relevant final terms as being applicable in relation to any Notes, the Notes must, in accordance with their original issuance, be i...
  - #141">(a) it has not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, any Notes within the United States or its possessions; and
  - #141">(b) it has not communicated, and will not communicate, directly or indirectly, with a prospective purchaser if such Dealer or such prospective purchaser is within the United States or its possessions and will not otherwise involve the United States of...
  - #142">(a) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
  - #142">(b) a customer within the meaning of Directive 2002/92/EC (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
- #142">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
  - #142">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
    - #142">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
    - #142">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
      - #142">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
      - #142">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
  - #142">(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
  - #142">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
- #143">No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the "Corporations Act")) in relation to the Programme or the Notes has been, or will be, lodged with, or registered by, the Australian Securities and In...
  - #143">(a) has not (directly or indirectly) offered or invited applications, and will not offer or invite applications, for the issue, sale or purchase of, any Notes in, to or from Australia (including an offer or invitation which is received by a person in ...
  - #144">(b) has not distributed or published, and will not distribute or publish, the Base Prospectus or any other offering material or advertisement relating to the Notes in Australia,
    - #144">(i) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or its equivalent in an alternative currency and, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwi...
    - #144">(ii) the offer or invitation is not made to a person who is a "retail client" within the meaning of section 761G of the Corporations Act;
    - #144">(iii) such action complies with all applicable laws, regulations and directives in Australia (including without limitation, the licensing requirements set out in Chapter 7 of the Australian Corporations Act); and
    - #144">(iv) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.
- #144">Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore (the "MAS"). Accordingly, ...
- #144">Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
  - #144">(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
  - #144">(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
  - #145">(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No...
  - #145">(b) in any other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and Article 34-ter of Regulation No. 11971.
  - #145">In addition, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that any such offer, sale or delivery of the Notes or distribution of copies of this Base Prospectus or...
    - #145">1. be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007 and Legislative Decree No. 38...
    - #145">2. comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including, the reporting requirements, where applicable, pursuant to Article 129 of the Italian Banking Act and the implementing guidelines ...
- #147">Each purchaser of Bearer Notes or Unrestricted Registered Notes outside the United States pursuant to Regulation S and each subsequent purchaser of such Notes in resales prior to the expiration of the distribution compliance period, by accepting deli...
  - #147">(i) it is, or at the time Notes are purchased will be, the beneficial owner of such Notes and:
    - #147">(a) it is not a U.S. person and it is located outside the United States (within the meaning of Regulation S); and
    - #147">(b) it is not an affiliate of the Issuer or a person acting on behalf of such an affiliate;
  - #147">(ii) it understands that such Notes have not been and will not be registered under the Securities Act and that, prior to the expiration of the distribution compliance period (as defined in Regulation S), it will not offer, sell, pledge or otherwise tr...
    - #147">(a) in an offshore transaction to non-U.S. persons occurring outside the United States in accordance with Rule 903 or Rule 904 of Regulation S; or
    - #147">(b) to the Issuer; or
    - #147">(c) in the case of Unrestricted Registered Notes only, in accordance with Rule 144A to a person that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or the account of a QIB,
  - #147">(iii) it understands that such Notes, unless otherwise determined by the Issuer in accordance with applicable law, will bear a legend to the following:
  - #147">(iv) it understands that the Issuer, the Trustee, the Registrars, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.
- #148">Each purchaser of Restricted Registered Notes in reliance on Rule 144A, by accepting delivery of this Base Prospectus, will be deemed to have represented, agreed and acknowledged as follows (terms used in the following paragraphs that are defined in ...
  - #148">(i) the purchaser is (a) a QIB, (b) acquiring the Notes for its own account or for the account of one or more QIBs, (c) not formed for the purpose of investing in the Notes or the Issuer and (d) is aware, and each beneficial owner of such Notes has be...
  - #148">(ii) the purchaser understands that (1) the Notes have not been and will not be registered under the Securities Act and may not be offered, sold, pledged or otherwise transferred except (a) in accordance with Rule 144A to a person that it, and any per...
  - #148">(iii) the purchaser understands that the Restricted Global Certificate and any restricted Individual Certificate (a "Restricted Individual Certificate") will bear a legend to the following effect, unless the Issuer determines otherwise in accordance w...
  - #148">(iv) if it is acquiring any Notes for the account of one or more QIBs the purchaser represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations ...
  - #149">(v) the purchaser understands that the Issuer, the Trustee, the Registrars, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.
  - #150">1. The establishment of the Programme was authorised by resolutions of a duly constituted Committee of the Board of Directors of the Bank on 21 September 1995. The renewal of the Programme on 1 March 2018 was duly authorised by the Group Finance Direc...
  - #150">2. The price of a Series of Notes on the price list of the London Stock Exchange will be expressed as a percentage of their principal amount (exclusive of accrued interest, if any). The admission of the Programme to trading on the Market is expected t...
  - #150">3. Save as disclosed in the section entitled "The Issuer and the Group … Legal Proceedings" on page 88 of this Base Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened...
  - #150">4. There has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2017, nor any significant change in the financial or trading position of the Issuer or the Group since 31 December 2017.
  - #150">5. The annual consolidated accounts of the Issuer for the year ended 31 December 2016 have been audited without qualification by PricewaterhouseCoopers LLP, chartered accountants and registered auditors (a member of the Institute of Chartered Accounta...
  - #150">6. The annual consolidated accounts of the Issuer for the year ended 31 December 2017 have been audited without qualification by KPMG LLP, chartered accountants and registered auditors (a member of the Institute of Chartered Accountants in England and...
  - #150">7. Copies of the following documents may be inspected during normal business hours at Barclays Treasury, 1 Churchill Place, London E14 5HP United Kingdom and at the specified office of the Principal Paying Agent, at One Canada Square, London, E14 5AL,...
    - #150">(a) the Articles of Association of the Issuer;
    - #150">(b) the Annual Reports;
    - #151">(c) the January 2018 Conditions, the 2017 Conditions, the 2017 Amended Conditions, the November 2017 Conditions, the 2016 Conditions, the 2015 Conditions and the 2014 Conditions;
    - #151">(d) the Trust Deed (which contains the forms of Notes in global and definitive form)0F ;
    - #151">(e) the Agency Agreement1F ;
    - #151">(f) the current Base Prospectus in respect of the Programme;
    - #151">(g) any supplementary or drawdown base prospectus published since the most recent base prospectus was published and any documents incorporated therein by reference; and
    - #151">(h) any Final Terms issued in respect of Notes admitted to listing and/or trading by the listing authority and/or stock exchange since the most recent base prospectus has been published.
  - #151">8. The Notes may be accepted for clearance through the Clearstream, Luxembourg and Euroclear systems and DTC (which are entities in charge of keeping the records). Notes may also be accepted for clearance through the CMU Service. The relevant CMU inst...
    - #151">The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42, Avenue J.F. Kennedy, L-1855 Luxembourg. The address of the CMU Service is 55/F, Two International Finance Centre, 8 F...
    - #151">The price and the amount of Notes to be issued under the Programme will be determined by the Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions. The Issuer does not intend to provide any post-issuance...
  - #151">9. The following legend will appear on all Permanent Global Notes with maturities of more than 365 days and on all Definitive Notes, Coupons and Talons: "Any United States person who holds this obligation will be subject to limitations under the Unite...
  - #151">10. The Legal Entity Identifier (LEI) of the Issuer is 213800LBQA1Y9L22JB70.