6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

May 12, 2020

Barclays Bank PLC

(Name of Registrant)

1 Churchill Place

London E14 5HP

England

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-232144) OF BARCLAYS BANK PLC AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

The Report comprises the following:

Exhibit No.		Description
1.1	—	Underwriting Agreement–Standard Provisions, dated as of January 4, 2018 (incorporated by reference to Exhibit 1.1 to Post-Effective Amendment No. 1 to Form F-3 (Film No. 18632195) filed with the Securities and Exchange Commission on February 22, 2018).
1.2	—	Pricing Agreement between Barclays Bank PLC and Barclays Capital Inc., dated May 5, 2020.
4.1	—	Senior Debt Indenture, dated as of September 16, 2004, between Barclays Bank PLC and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.3 to the Form F-3 (No. 333-126811) filed by Barclays Bank PLC on July 22, 2005) (the “Senior Debt Indenture”).
4.2	—	Supplemental Indenture to the Senior Debt Indenture, dated as of February 22, 2018, between Barclays Bank PLC and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to the Post-Effective Amendment No. 1 to the registration statement on Form F-3 (File No. 333-21257) filed with the Securities and Exchange Commission on February 22, 2018).
4.3		Officer’s Certificate of Barclays Bank PLC pursuant to Sections 1.02, 3.01 and 3.03 of the Senior Debt Indenture, dated as of May 12, 2020.
4.4	—	The form of Global Note for the 1.700% Fixed Rate Senior Notes due 2022 (incorporated by reference to Exhibit A to Exhibit 4.3 above).
5.1	—	Opinion of Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel to Barclays Bank PLC, as to the validity of the securities.
5.2	—	Opinion of Clifford Chance LLP, English counsel to Barclays Bank PLC, as to the validity of the securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BARCLAYS BANK PLC
	(Registrant)
Date: May 12, 2020	By:	/s/ Karen Rowe
		Name: Karen Rowe
		Title: Assistant Secretary

EX-1.2

Exhibit 1.2

Pricing Agreement

May 5, 2020

Barclays Capital Inc.

As representative of the several Underwriters

named in Schedule I (the “Representative”)

Ladies and Gentlemen:

Barclays Bank PLC (the “Bank”) proposes to issue $1,750,000,000 aggregate principal amount of 1.700% Fixed Rate Senior Notes due 2022 (the “Notes”). Each of the Underwriters hereby undertakes to purchase at the subscription price set forth in Schedule II hereto, the amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto, such payment to be made at the Time of Delivery set forth in Schedule II hereto. The obligations of the Underwriters hereunder are several but not joint.

Each of the provisions of the Underwriting Agreement—Standard Provisions, dated January 4, 2018 (the “Underwriting Agreement”), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, provided that the reference in Section 9(c) of the Underwriting Agreement to “Sullivan & Cromwell LLP” shall be deemed a reference to “Cleary Gottlieb Steen & Hamilton LLP” and each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Prospectus and also a representation and warranty as of the date of this Agreement in relation to the Prospectus as amended or supplemented relating to the Notes. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of each of the Underwriters of Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address referred to in such Section 14 is set forth in Schedule II hereto.

Notwithstanding the provisions of Section 9(e) of the Underwriting Agreement, the independent accountants of the Bank shall not be required to furnish a letter or letters at the Applicable Time but, for the avoidance of doubt, shall be required to deliver such letters at the Time of Delivery.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

The Applicable Time for purposes of this Pricing Agreement is 5:30 p.m. New York time on May 5, 2020. Each “free writing prospectus” as defined in Rule 405 under the Securities Act for which each party hereto has received consent to use in accordance with Section 7 of the Underwriting Agreement is listed in Schedule III hereto and is attached as Exhibit A hereto.

Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, the Underwriters note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the Bank (as a manufacturer) and the related information set out in

the Registration Statement, the Prospectus, any Preliminary Prospectus, any Free Writing Prospectus or Issuer Free Writing Prospectus and any other announcements in connection with the Notes.

Notwithstanding and to the exclusion of any other term of the Underwriting Agreement, this Pricing Agreement or any other agreements, arrangements, or understanding between the parties, each party acknowledges and accepts that a BRRD Liability arising under the Underwriting Agreement or this Pricing Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Covered Party to it under the Underwriting Agreement or this Pricing Agreement, that (without limitation) may include and result in any of the following, or some combination thereof;

(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Party or another person, and the issue to or conferral on the other party of such shares, securities or obligations;

(iii) the cancellation of the BRRD Liability; or

(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

(b) the variation of the terms of the Underwriting Agreement or this Pricing Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

For these purposes:

“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

“Bail-in Powers” means (i) any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation and/or (ii) any U.K. Bail-in Power.

“BRRD” means Directive 2014/59/EU (as amended) establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Covered Party” means any party subject to (i) the Bail-in Legislation and/or (ii) the U.K. Bail-in Power.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

“BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation or the U.K. Bail-in Power may be exercised.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant Covered Party.

“U.K. Bail-in Power” has the meaning given to it in the Base Prospectus (as defined in Schedule II).

If the foregoing is in accordance with your understanding, please sign and return to us the counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters on the one hand and the Bank on the other.

[Signature Page Follows]

Very truly yours,

BARCLAYS BANK PLC

/s/ Gregor McMillan

Name: Gregor McMillan

Title: Managing Director, Capital

Markets Execution

Accepted as of the date hereof

at New York, New York

On behalf of itself and each of the other Underwriters

BARCLAYS CAPITAL INC.

/s/ Kenneth Chang
Name:	Kenneth Chang
Title:	Managing Director

[Signature Page to Pricing Agreement]

SCHEDULE I

Underwriters	Principal Amount of the Notes
Barclays Capital Inc.	$	1,190,000,000
CIBC World Markets Corp.	$	113,750,000
RBC Capital Markets, LLC	$	113,750,000
Skandinaviska Enskilda Banken AB (publ)	$	113,750,000
Wells Fargo Securities, LLC	$	113,750,000
PNC Capital Markets LLC	$	35,000,000
U.S. Bancorp Investments, Inc.	$	35,000,000
Multi-Bank Securities, Inc.	$	17,500,000
Samuel A. Ramirez & Company, Inc.	$	17,500,000
Total	$	1,750,000,000

SCHEDULE II

Title of Designated Securities:

$1,750,000,000 1.700% Fixed Rate Senior Notes due 2022.

Price to Public:

99.918% of principal amount.

Subscription Price by Underwriters:

99.718% of principal amount.

Form of Designated Securities:

The Notes will be represented by one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) issued pursuant to the Senior Debt Securities Indenture dated September 16, 2004, as supplemented by the Supplemental Indenture entered into on February 22, 2018 between Barclays Bank PLC and The Bank of New York Mellon, as trustee (the “Trustee”).

Securities Exchange, if any:

The New York Stock Exchange.

Maturity Date:

The stated maturity of the principal of the Notes will be May 12, 2022.

Interest Rate:

Interest will accrue on the Notes from the date of their issuance. Interest will accrue on the Notes at a rate of 1.700% per year from and including the date of issuance.

Interest Payment Dates:

Interest will be payable on the Notes semi-annually in arrear on May 12 and November 12 of each year, commencing on November 12, 2020 and ending on the Maturity Date.

Record Dates:

The close of business on the Business Day immediately preceding each relevant Interest Payment Date (or, if the Notes are held in definitive form, the 15th Business Day preceding each Interest Payment Date).

Sinking Fund Provisions:

No sinking fund provisions.

Optional Redemption:

The Bank may, at its option, redeem the Notes then outstanding, in whole but not in part, on April 12, 2022 at an amount equal to 100% of their principal amount together with, accrued but unpaid

interest, if any, on the principal amount of the Notes to be redeemed to (but excluding) the redemption date.

Any redemption of Notes pursuant to the provisions described herein under “Optional Redemption” will also be subject to the provisions described under “Description of Senior Notes—Notice of Redemption” in the Preliminary Prospectus Supplement.

The Notes are also redeemable as described under “Description of Senior Notes—Tax Redemption” in the Preliminary Prospectus Supplement.

Time of Delivery:

May 12, 2020; by 9:30 a.m. New York time.

Specified Funds for Payment of Subscription Price of Designated Securities:

By wire transfer to a bank account specified by the Bank in same day funds.

Value Added Tax:

(a)    If the Bank is obliged to pay any sum to the Underwriters under this Agreement and any value added tax (“VAT”) is properly charged on such amount, the Bank shall pay to the Underwriters an amount equal to such VAT on receipt of a valid VAT invoice;

(b)    If the Bank is obliged to pay a sum to the Underwriters under this Agreement for any fee, cost, charge or expense properly incurred under or in connection with this Agreement (the “Relevant Cost”) and no VAT is payable by the Bank in respect of the Relevant Cost under paragraph (a) above, the Bank shall pay to the Underwriters an amount which:

(i)    if for VAT purposes the Relevant Cost is consideration for a supply of goods or services made to the Underwriters, is equal to any input VAT incurred by the Underwriters on that supply of goods and services, but only if and to the extent that the Underwriters are unable to recover such input VAT from HM Revenue & Customs (whether by repayment or credit) provided, however, that the Underwriters shall reimburse the Bank for any amount paid by the Bank in respect of irrecoverable input VAT pursuant to this paragraph (i) if and to the extent such input VAT is subsequently recovered from HM Revenue & Customs (whether by repayment or credit);

(ii)    if for VAT purposes the Relevant Cost is a disbursement properly incurred by the Underwriters under or in connection with this Agreement as agent on behalf of the Bank, is equal to any VAT paid on the Relevant Cost by the Underwriters provided, however, that the Underwriters shall use best endeavors to procure that the actual supplier of the goods or services which the Underwriters received as agent issues a valid VAT invoice to the Bank.

Closing Location:

Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom.

Name and address of Representative:

Designated Representative: Barclays Capital Inc.

Address for Notices:

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attn: Syndicate Registration

Selling Restrictions:

United Kingdom:

Each Underwriter represents, warrants and agrees with the Bank that, in connection with the distribution of the Notes, directly or indirectly, it

(1) 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 Financial Services and Markets Act 2000, as amended (the “FSMA”) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA would not, if the Bank was not an authorized person, apply to the Bank; and

(2) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Prohibition of Sales to EEA Retail Investors:

Each Underwriter represents, warrants and agrees with the Bank that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the European Economic Area or in the United Kingdom. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(ii) a customer within the meaning of the Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

Canada:

Each Underwriter represents, warrants and agrees with the Bank, with respect to sales of the Notes in Canada, that, directly or indirectly, it shall sell the Notes only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Hong Kong:

Each Underwriter represents, warrants and agrees that:

(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, the Notes other than to (a) “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Japan:

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”) and accordingly, each Underwriter undertakes that it will not offer or sell the Notes directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Singapore:

Each Underwriter acknowledges that the prospectus supplement and the accompanying Base Prospectus will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold the Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell the Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore, as modified or amended from time to time) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(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 investor; or

(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,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Other Terms and Conditions:

As set forth in the preliminary prospectus supplement dated May 5, 2020 relating to the Notes (the “Preliminary Prospectus Supplement”), incorporating the Prospectus dated August 1, 2019 (the “Base Prospectus”) relating to the Notes.

SCHEDULE III

Issuer Free Writing Prospectus:

Final Term Sheet for the Notes, dated May 5, 2020, attached hereto as Exhibit A.

EXHIBIT A

Free Writing Prospectus

Filed Pursuant to Rule 433

Reg-Statement No. 333-232144

$1,750,000,000 1.700% Fixed Rate Senior Notes due 2022

Pricing Term Sheet

Issuer:	Barclays Bank PLC (the “Bank”)
Notes:	$1,750,000,000 1.700% Fixed Rate Senior Notes due 2022 (the “Notes”)
Status:	Senior Debt / Unsecured
Legal Format:	SEC registered
Principal Amount:	$1,750,000,000
Trade Date:	May 5, 2020
Settlement Date:	May 12, 2020 (T+5)
Maturity Date:	May 12, 2022 (the “Maturity Date”)
Coupon:	1.700%
Interest Payment Dates:	Semi-annually in arrear on May 12 and November 12 in each year, commencing on November 12, 2020 and ending on the Maturity Date
Day Count:	30/360, Following, Unadjusted
Business Day:	Any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, England or in the City of New York, United States.
Preliminary Prospectus Supplement:	Preliminary Prospectus Supplement dated May 5, 2020 (the “Preliminary Prospectus Supplement”). If there is any discrepancy or contradiction between this Pricing Term Sheet and the Preliminary Prospectus Supplement, this Pricing Term Sheet shall prevail.
U.K. Bail-in Power Acknowledgement:	Yes. See section entitled “Description of Senior Notes—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Preliminary Prospectus Supplement.
Ranking:	The ranking of the Notes is described under “Description of Senior Notes—Ranking” in the Preliminary Prospectus Supplement.
Optional Redemption:	The Notes are redeemable as described under “Description of Senior Notes—Optional Redemption” in the Preliminary Prospectus Supplement.
Tax Redemption:	The Notes are redeemable as described under “Description of Senior Notes—Tax Redemption” in the Preliminary Prospectus Supplement.

Benchmark Treasury:	UST 0.125% due April 30, 2022
Benchmark Price / Yield:	99-27 3⁄4 / 0.192%
Spread to Benchmark:	155 bps
Reoffer Yield:	1.742%
Issue Price:	99.918%
Underwriting Discount:	0.200%
Net Proceeds:	$1,745,065,000
Sole Bookrunner:	Barclays Capital Inc.
Senior Co-Managers:	CIBC World Markets Corp.; RBC Capital Markets, LLC; Skandinaviska Enskilda Banken AB (publ); Wells Fargo Securities, LLC
Co-Managers:	Multi-Bank Securities, Inc.; PNC Capital Markets LLC; Samuel A. Ramirez & Company, Inc.; U.S. Bancorp Investments, Inc.
Risk Factors:	An investment in the Notes involves risks. See “Risk Factors” section beginning on page S-10 of the Preliminary Prospectus Supplement.
Denominations:	$200,000 and integral multiples of $1,000 in excess thereof
ISIN / CUSIP:	US06739GCR83 / 06739G CR8
Settlement:	DTC; Book-entry; Transferable
Documentation:	To be documented under the Bank‘s shelf registration statement on Form F-3 (No. 333-232144) and to be issued pursuant to the Senior Debt Securities Indenture dated September 16, 2004 between the Bank and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture entered into on February 22, 2018.
Listing:	We will apply to list the Notes on the New York Stock Exchange
Governing Law:	New York law
Definitions:	Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus Supplement

The Bank has filed a registration statement (including a prospectus dated August 1, 2019 (the “Prospectus”) and the Preliminary Prospectus Supplement) with the U.S. Securities and Exchange Commission (“SEC”) for this offering. Before you invest, you should read the Prospectus and the Preliminary Prospectus Supplement for this offering in that registration statement, and other documents the Bank has filed with the SEC for more complete information about the Bank and this offering. You may get these documents for free by searching the SEC online database (EDGAR^®) at www.sec.gov. Alternatively, you may obtain a copy of the Prospectus and the Preliminary Prospectus Supplement from Barclays Capital Inc. by calling 1-888-603-5847.

MiFID II professional investors and ECPs target market only/ Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the United Kingdom.

This communication is 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”). Any person who is not a relevant person should not act or rely on this communication or any of its contents. Any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which this communication relates will only be available to, and will only be engaged with, relevant persons who fall within the manufacturer target market described above.

To the extent any underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales of any Notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

EX-4.3

Exhibit 4.3

BARCLAYS BANK PLC

Officer’s Certificate

In connection with the issuance of $1,750,000,000 aggregate principal amount of 1.700% Fixed Rate Senior Notes due 2022 (the “Securities”) of Barclays Bank PLC (the “Bank”), I, Gregor McMillan, hereby certify pursuant to Sections 1.02, 3.01 and 3.03 of the Senior Debt Securities Indenture (the “Base Indenture”), dated as of September 16, 2004, between the Bank and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”), as supplemented by the Supplemental Indenture entered into on February 22, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in connection with the request contained in the accompanying Authentication Order of an even date herewith (the “Authentication Order”) that the Trustee authenticate and deliver the Securities as therein provided, as follows:

1. I have read the conditions and any applicable covenants provided for in the Indenture relating to the issuance and authentication and delivery of the Securities, including Sections 1.02, 2.01, 3.01 and 3.03 of the Base Indenture, and in respect of compliance with which this certificate is being delivered, and the definitions relating thereto;

2. The statements contained in this Certificate are based on my review of the Authentication Order and (i) the written resolutions of the Fund Raising Committee of the Board of Directors of the Bank (the “Board”) passed on September 16, 2004, (ii) the minutes of a meeting of the Board held on December 17, 2015, (iii) the approval by the Group Finance Director of the Bank dated June 29, 2016, (iv) the minutes of a meeting of the Board held on December 15, 2016, (v) the approval by the Group Finance Director of the Bank dated February 20, 2018, (vi) the minutes of a meeting of the Board held on March 28, 2018, and (vii) the approval by the Chief Finance Officer of the Bank dated June 12, 2019, and pursuant to such resolutions, minutes and approval, I hereby confirm that the forms and terms of the Securities (as set forth in Annex A) were established in conformity with the provisions of the Indenture;

3. In my opinion, I have made such examination and investigation as is necessary to enable me to express an informed opinion as to whether or not such conditions and any applicable covenants have been complied with; and

4. I am of the opinion that such conditions and any applicable covenants, and all conditions precedent provided for in the Indenture relating to the request contained in the Authentication Order that the Trustee authenticate and deliver the Securities as therein provided, have been complied with.

Dated: May 12, 2020

	/s/ Gregor McMillan
Name:	Gregor McMillan
Title:	Managing Director, Capital Markets Execution

Signature Page to Officer’s Certificate pursuant to 1.02, 3.01 and 3.03 of the Base Indenture

Annex A

Form, Price and Terms of the Securities

Title of the Securities:	1.700% Fixed Rate Senior Notes due 2022.
Issue Price:	99.918% of principal amount.
Aggregate Principal Amount:	$1,750,000,000.
Issue Date:	May 12, 2020.
Maturity Date:	May 12, 2022.
Interest Rate:	1.700% per annum, accruing from May 12, 2020.
Interest Payment Dates:	Every May 12 and November 12 in each year, commencing on November 12, 2020 and ending on the Maturity Date (the “Interest Payment Dates” and each an “Interest Payment Date”); provided that if any scheduled Interest Payment Date would fall on a day that is not a Business Day (as defined below), the Interest Payment Date will be postponed to the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date.
Day Count:	30/360, Following, Unadjusted.
Defeasance and Discharge:	In addition to the provisions set forth in Section 4.01 of the Base Indenture, at the Bank’s option, either (1) the Bank shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Securities after the applicable conditions set forth below have been satisfied, or (2) the Bank shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 8.01 or Section 8.02 of the Base Indenture or any covenant set forth in any indenture supplemental to the Indenture or otherwise established pursuant to Sections 3.01(x) or 9.01(b) of the Base Indenture (“Covenant Defeasance”), with respect to the Securities at any time after the applicable conditions set forth below have been satisfied: (a) the Bank shall have deposited or caused to be deposited irrevocably with the Trustee or its agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities (i) money in an amount, or (ii) U.S. Government Obligations through which the payment of interest and principal in respect thereof in accordance with

Annex A-1

their terms will provide, not later than the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), in each case sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and interest on, the outstanding Securities on the Stated Maturity or Maturities, in accordance with the terms of the Indenture and the Securities;

(b) no event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Securities shall have occurred and be continuing at the time of such deposit;

(c) the Bank shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise of the option under this provision and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, and, in the case of Securities being Discharged, such opinion shall be accompanied by a private letter ruling to that effect received from the United States Internal Revenue Service or a revenue ruling pertaining to a comparable form of transaction to that effect published by the United States Internal Revenue Service; and

(d) the Bank shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Discharge or Covenant Defeasance have been complied with.

“Discharged” means that the Bank shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities and to have satisfied all the obligations under the Indenture relating to the Securities (and the Trustee, at the expense of the Bank, shall execute proper instruments acknowledging the same), except (1) the rights of Holders of the Securities to receive, from the trust fund described in clause (a) above payment of the principal of and the interest on the Securities when such payments are due; (2) the Bank’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 of the Base Indenture; and

Annex A-2

	(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.
	Notwithstanding any Covenant Defeasance with respect to Sections 8.01 and 8.02 of the Base Indenture, any corporation or Person that would otherwise have been required to assume the obligations of the Bank pursuant to said Sections shall be required, as a condition to any merger, consolidation, amalgamation, transfer, conveyance or lease contemplated thereby, to assume the obligations of the Bank to the Trustee under Section 6.07 of the Base Indenture.
Form of Securities:	The Securities will be issued in the form of global notes that will be deposited with DTC (as defined below) on the Issue Date. Each global note will be registered in the name of Cede & Co. and executed and delivered in substantially the form attached hereto as Exhibit A.
Regular Record Dates:	The close of business on the Business Day immediately preceding each Interest Payment Date (or, if the Securities are held in definitive form, the 15th Business Day preceding each Interest Payment Date).
Payment of Principal:	If the Maturity Date or date of redemption or repayment is not a Business Day, the payment of interest and principal and/or any amount payable upon redemption or repayment of the Securities will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date or date of redemption or repayment. Unless the Bank defaults on payment of the Redemption Price, interest will cease to accrue on the redemption date on the Securities called for redemption.
Beneficial Owners:	“Beneficial Owners” means (a) with respect to Global Securities, the beneficial owners of the Securities prior to the Maturity Date and (b) with respect to definitive Securities, the Holders in whose names the Securities are registered in the Senior Debt Security Register. References to “Holder” in the sections entitled “Agreement with Respect to the Exercise of U.K. Bail-in Power,” “Subsequent Holders’ Agreement” and “Payment of Additional Amounts” below, include Beneficial Owners of the Securities.
Ranking:	The Securities will constitute the Bank’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves. In the event of the

Annex A-3

	Bank’s winding-up or administration, the Securities will rank pari passu with all of the Bank’s other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Optional Redemption:	The Bank may redeem, at its option, in whole but not in part, the Securities then outstanding on April 12, 2022, at an amount equal to 100% of their principal amount together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) such redemption date. Unless the Bank defaults on payment of the redemption price, interest will cease to accrue on the redemption date on the Securities called for redemption. Any redemption of Securities pursuant to the provisions specified under this section “Optional Redemption” will also be subject to the provisions specified under the section “Notice of Redemption”.
Tax Redemption:	The Bank may also, at its option, at any time, redeem the Securities, in whole but not in part, if (A) the Bank is required to issue definitive securities, pursuant to Section 3.05(c)(ii)(A)(x), 3.05(c)(ii)(A)(y) or 3.05(c)(ii)(B) of the Base Indenture and, as a result, the Bank is or would be required to pay Additional Amounts (as defined below) with respect to the Securities; or (B) the Bank determines that as a result of a change in, or amendment to, the laws or regulations of a Taxing Jurisdiction (as defined below), including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application of those laws or regulations on or after the Issue Date, including a decision of any court or tribunal, which becomes effective on or after the Issue Date (and, in the case of a successor entity, which becomes effective on or after the date of such entity’s assumption of the Bank’s obligations), (1)   the Bank will, or would be required to pay Holders Additional Amounts; (2)   the Bank would not be entitled to claim a deduction in respect of any payments in respect of the Securities in computing the Bank’s (or its) taxation liabilities or the value of the deduction would be materially reduced; or (3)   the Bank would not, as a result of the Securities being in issue, be able to have losses or deductions set against the

Annex A-4

     profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Bank is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist),

(each such change in tax law or regulation or the official application thereof, a “Tax Event”), in each of cases (A) and (B) above, at an amount equal to 100% of the principal amount of the Securities being redeemed together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the date fixed for redemption; provided that in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Bank taking reasonable measures available to it.

In each of cases (A) and (B) above, before the Bank gives a notice of redemption pursuant to these provisions, the Bank shall be required to deliver to the Trustee a written legal opinion of independent counsel of recognized standing, chosen by the Bank, confirming that the Bank is entitled to exercise its right of redemption pursuant to these provisions.

Any successor entity that assumes the obligations of the Bank pursuant to Section 8.03 of the Base Indenture shall also be entitled to redeem the Securities in accordance with the provisions described in this section “Tax Redemption” with respect to the issuance of definitive securities, pursuant to the Indenture provisions referenced herein, or to any change or amendment to, or change in the application of the laws or regulations (including any treaty) of the successor entity’s jurisdiction of incorporation, which becomes effective on or after the date of that successor entity’s assumption of the Bank’s obligations.

Any redemption of Securities pursuant to the provisions specified under this section “Tax Redemption” will also be subject to the provisions specified under the section “Notice of Redemption”.

For purposes of the Securities, the text of Section 11.08 and Section 11.09 of the Base Indenture shall be replaced in its entirety by the terms specified in this section “Tax Redemption”.

Annex A-5

Notice of Redemption:	Any redemption of the Securities shall be subject to the Bank’s giving not less than fifteen (15) days’, nor more than sixty (60) days’, prior notice to the Holders of such Securities via DTC (as defined below) or the relevant clearing system(s) (or, if the Securities are held in definitive form, to the Holders at their addresses shown on the register for the Securities) (such notice being irrevocable except in the limited circumstances described in the following paragraph) specifying the Bank’s election to redeem the Securities and the date fixed for such redemption. Notice by DTC to participating institutions and by these participants to street name Holders of beneficial interests in the relevant Securities will be made according to arrangements among them and may be subject to statutory or regulatory requirements. If the Bank has elected to redeem the Securities but prior to the payment of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority (as defined below) exercises its U.K. Bail-in Power (as defined below) in respect of the Securities, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable. For purposes of the Securities, the notice period and the provisions specified under this section “Notice of Redemption” replace any different notice period and any other provisions set forth in Article 11 of the Base Indenture, to the extent such provisions of the Indenture are conflicting.
Subsequent Repurchases:	The Bank or any member of the Group (as defined below) may purchase or otherwise acquire any of the outstanding Securities at any price in the open market or otherwise.
Payment of Additional Amounts:	The Bank will pay any amounts to be paid by it on the Securities without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein that has the power to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the Bank to deduct or withhold Taxes, the Bank will pay the additional amounts of, or in respect of, the principal of, and any interest on, the Securities (“Additional Amounts”) that are necessary so that the net amounts paid to the Holders, after the deduction or withholding,

Annex A-6

shall equal the amounts which would have been payable had no such deduction or withholding been required. However, the Bank will not pay Additional Amounts for Taxes that are payable because:

(i) the Holder of the Securities is a domiciliary, national or resident of, or engages in business or maintains a permanent establishment or is physically present in, a Taxing Jurisdiction requiring that deduction or withholding, or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of the Securities, or the collection of any payment of, or in respect of, principal or any interest on the Securities;

(ii) except in the case of winding-up of the Bank in England, the Securities are presented for payment in the United Kingdom;

(iii) the Securities are presented for payment more than thirty (30) days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the Security for payment at the close of such 30-day period;

(iv) the Holder of the Securities or the beneficial owner of any payment of (or in respect of) principal of, or any interest on the Securities failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder or beneficial owner, if such claim or compliance is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from such Taxes; or

(v) if the Taxes would not have been imposed or would have been excluded under one of the preceding clauses (i) to (iv) if the beneficial owner of, or person ultimately entitled to obtain an interest in, the Securities had been the Holder of the Securities.

Whenever in the Securities it is mentioned the payment of the principal of, or any interest on, or in respect of, the Securities, such mention shall be deemed to include the payment of Additional Amounts to the extent that, in context, Additional Amounts are, were or would be payable.

Any amounts to be paid by the Bank or any Paying Agent on the Securities 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

Annex A-7

“Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and neither the Bank nor any Paying Agent will be required to pay Additional Amounts on account of any FATCA Withholding Tax. Any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Securities and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. In all cases, the Paying Agent shall have no obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this paragraph will be treated as paid to the Holder of the Securities, and the Bank will not pay Additional Amounts in respect of such deduction or withholding, except to the extent the provisions specified under this section “Payment of Additional Amounts” hereunder explicitly provide otherwise. For purposes of the Securities, the text of Section 11.04 of the Base Indenture shall be replaced in its entirety by the terms specified in this section “Payment of Additional Amounts”.

Agreement with Respect to the Exercise of U.K. Bail-in Power:

Notwithstanding any other agreements, arrangements or understandings between the Bank and any Holder of the Securities, by acquiring the Securities, each Holder of the Securities acknowledges, accepts, agrees to be bound by, and consents to, the exercise of, any U.K. Bail-in Power by the Relevant U.K. Resolution Authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Bank or another person (and the issue to, or conferral on, the Holder of the Securities of such shares, securities or obligations); and/or (iii) the amendment or alteration of the

Annex A-8

maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-in Power. Each Holder of the Securities further acknowledges and agrees that the rights of the Holders of the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights Holders of the Securities may have at law if and to the extent that any U.K. Bail-in Power is exercised by the Relevant U.K. Resolution Authority in breach of laws applicable in England.

For these purposes, a “U.K. Bail-in Power” is any write-down, conversion, transfer, modification and/or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Bank or other members of the Group (as defined below), including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of any applicable European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-in Power).

No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Bank under the

Annex A-9

laws and regulations of the United Kingdom and the European Union applicable to the Bank.

By its acquisition of the Securities, each Holder of the Securities, to the extent permitted by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities.

Upon the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities, the Bank shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. Bail-in Power for purposes of notifying Holders of such occurrence. The Bank shall also deliver a copy of such notice to the Trustee for information purposes.

By its acquisition of the Securities, each Holder of the Securities acknowledges and agrees that the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give rise to a default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act.

By its acquisition of the Securities, each Holder of the Securities acknowledges and agrees that, upon the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities, (a) the Trustee shall not be required to take any further directions from Holders of the Securities under Section 5.12 (Control by Holders) of the Base Indenture, which section authorizes Holders of a majority in aggregate principal amount of the outstanding Securities to direct certain actions relating to the Securities, and (b) the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority in respect of the Securities, the Securities remain outstanding (for example, if the exercise of the U.K. Bail-in Power results in only a partial write-down of the principal of such Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Bank and the

Annex A-10

	Trustee shall agree pursuant to a supplemental indenture, or an amendment thereto.
	By its acquisition of the Securities, each Holder of the Securities shall be deemed to have (a) consented to the exercise of any U.K. Bail-in Power as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of any U.K. Bail-in Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or the Trustee. The exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities will not constitute an Event of Default (as this term is defined in the Indenture). The Bank’s obligations to indemnify the Trustee in accordance with Section 6.07 the Base Indenture shall survive the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities. “Group” refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries.
Subsequent Holders’ Agreement:	Holders of Securities that acquire such Securities in the secondary market shall be deemed to acknowledge, agree to be bound by, and consent to, the same provisions specified herein to the same extent as the Holders of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by, and consent to, the terms of the Securities, including in relation to the U.K. Bail-in Power.
Business Day:	Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England or in the City of New York, United States.
Denomination:	$200,000 and integral multiples of $1,000 in excess thereof.
Depositary:	The Depository Trust Company (“DTC”).

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Initial Holder:	Cede & Co.
Currency of payment of principal, interest and Additional Amounts:	United States Dollars.
Corporate Trust Office:	The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom.
Place of Payment and Paying Agent:	Corporate Trust Office of the Trustee, City of London. The Bank of New York Mellon.
Section 3.07 of the Base Indenture:	Section 3.07 of the Base Indenture shall apply to the Securities.
Definitions:	All capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Indenture.
Execution, Authentication and Delivery:	The signatures of any of the Bank’s officers on the Securities may be manual, facsimile or electronic. The certificate of authentication executed by or on behalf of the Trustee may be manual, facsimile or electronic. Any certificate and any other document delivered in connection with the Indenture relating to the Securities may be signed by or on behalf of the signing party by manual, facsimile or electronic signature.

Annex A-12

EXHIBIT A

Form of Global Note

Exhibit A-1

THIS SECURITY IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

This Security is one of a duly authorized issue of securities of the Bank (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of September 16, 2004 (the “Base Indenture”), as supplemented by the Supplemental Indenture entered into on February 22, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, herein called the “Indenture”), and under an Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Base Indenture dated May 12, 2020 (the “Officer’s Certificate”).

Notwithstanding any other agreements, arrangements or understandings between the Bank and any Holder of the Securities, by acquiring the Securities, each Holder of the Securities acknowledges, accepts, agrees to be bound by, and consents to, the exercise of, any U.K. Bail-In Power (as defined below) by the Relevant U.K. Resolution Authority (as defined below) that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Bank or another person (and the issue to, or conferral on, the Holder of the Securities of such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder of the Securities further acknowledges and agrees that the rights of the Holders of the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority. References to “Holder” in this paragraph include Beneficial Owners (as defined below) of the Securities.

1

Holders of Securities that acquire such Securities in the secondary market shall be deemed to acknowledge, agree to be bound by, and consent to, the same provisions specified herein to the same extent as the Holders of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by, and consent to, the terms of the Securities, including in relation to the U.K. Bail-In Power. References to “Holder” in this paragraph include Beneficial Owners of the Securities.

2

BARCLAYS BANK PLC

1.700% Fixed Rate Senior Notes due 2022

No. [●]	$[●]
	CUSIP NO. 06739G CR8 ISIN NO. US06739GCR83

BARCLAYS BANK PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Bank”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[•] on May 12, 2022 (the “Maturity Date”), except as otherwise provided herein, and to pay interest thereon, in accordance with the terms hereof. Interest shall accrue on this Security from May 12, 2020 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and shall be paid semi-annually in arrear on May 12 and November 12 of each year (each, an “Interest Payment Date”), commencing on November 12, 2020 and ending on the Maturity Date, except as otherwise provided herein, at the rate of 1.700% per annum, until the principal hereof is paid or made available for payment.

If any scheduled Interest Payment Date is not a Business Day (as defined below), the Interest Payment Date shall be postponed to the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Interest Payment Date. If the Maturity Date or date of redemption or repayment is not a Business Day, the payment of interest and principal and/or any amount payable upon redemption or repayment of the Securities will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date or date of redemption or repayment. Unless the Bank defaults on payment of the Redemption Price, interest will cease to accrue on the redemption date on the Securities called for redemption. A “Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England or in the City of New York, United States.

Subject to the limitations specified on the reverse of this Security, interest on the Securities shall be computed and payable in arrear and on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the Business Day immediately preceding each Interest Payment Date (or, if the Securities are held in definitive form, the 15th Business Day preceding each Interest Payment Date). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of

3

Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Bank under the laws and regulations of the United Kingdom and the European Union applicable to the Bank.

Payments of principal of and interest, if any, on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Indenture to the Holder or Holders of this Security. Initially, the Paying Agent and the Senior Debt Security Registrar for the Securities shall be The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom, and the Place of Payment in respect of the Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is the office or agency of the Trustee located at said address. The Bank may change the Paying Agent or, subject to Section 3.01 of the Base Indenture, the Place of Payment without prior notice to the Holders of the Securities, and in such an event the Bank may act as Paying Agent or Security Registrar. Payments of principal of and interest on the Securities shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, as defined herein.

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE UNITED KINGDOM.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual, facsimile or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

4

IN WITNESS WHEREOF, the Bank has caused this instrument to be duly executed.

Dated: May 12, 2020	BARCLAYS BANK PLC
	By:
		Name: Gregor McMillan Title: Managing Director, Capital Markets Execution
	By:
		Name: Amir Hashmi Title: Delegated Officer

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein referred to in the Indenture.

Dated: May 12, 2020	THE BANK OF NEW YORK MELLON, as Trustee
	By:
		Authorized Signatory

[Signature Page to Fixed Rate Global Note No. [•]]

(Reverse of Security)

This Security is one of a duly authorized issue of securities of the Bank (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of September 16, 2004 (the “Base Indenture”), between the Bank and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Supplemental Indenture entered into on February 22, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, herein called the “Indenture”) and under an Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Base Indenture dated May 12, 2020 (the “Officer’s Certificate”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Bank, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture and the Officer’s Certificate may conflict with the provisions set forth in this Security, the Indenture and the Officer’s Certificate shall control for purposes of this Security.

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of US$1,750,000,000, which amount may be increased at the option of the Bank if in the future it determines that it may wish to issue additional Securities of this series. References herein to “this series” mean the series designated on the face hereof.

For purposes of this Security:

“Beneficial Owners” means (a) with respect to Global Securities, the beneficial owners of the Securities prior to the Maturity Date and (b) with respect to definitive Securities, the Holders in whose names the Securities are registered in the Senior Debt Security Register.

“DTC” means The Depository Trust Company, or any successor clearing system.

“Group” refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries.

“U.K. Bail-In Power” means any write-down, conversion, transfer, modification and/or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Bank or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of any applicable European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into

6

shares or other securities or obligations of the obligor or any other person (and a reference to the “Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-In Power). References to “Holder” in this paragraph include Beneficial Owners of the Securities.

The Bank shall pay any amounts to be paid by it on the Securities without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein that has the power to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the Bank to deduct or withhold Taxes, the Bank shall pay the additional amounts of, or in respect of, the principal of, and any interest on, the Securities (“Additional Amounts”) that are necessary so that the net amounts paid to the Holders, after the deduction or withholding, shall equal the amounts which would have been payable had no such deduction or withholding been required. However, the Bank shall not pay Additional Amounts for Taxes that are payable because:

(i) the Holder of the Securities is a domiciliary, national or resident of, or engages in business or maintains a permanent establishment or is physically present in, a Taxing Jurisdiction requiring that deduction or withholding, or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of the Securities, or the collection of any payment of, or in respect of, principal of or any interest on, the Securities;

(ii) except in the case of winding-up of the Bank in England, the Securities are presented for payment in the United Kingdom;

(iii) the Securities are presented for payment more than thirty (30) days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the Security for payment at the close of such 30-day period;

(iv) the Holder of the Securities or the beneficial owner of any payment of (or in respect of) principal of, or any interest on the Securities failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder or beneficial owner, if such claim or compliance is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from such Taxes; or

(v) if the Taxes would not have been imposed or would have been excluded under one of the preceding clause (i) to (iv) if the beneficial owner of, or person ultimately entitled to obtain an interest in, the Securities had been the Holder of the Securities.

References to “Holder” in the preceding paragraph include Beneficial Owners of the Securities.

Whenever in the Securities it is mentioned the payment of the principal of, or any interest on, or in respect of, the Securities, such mention shall be deemed to include the payment of

7

Additional Amounts to the extent that, in context, Additional Amounts are, were or would be payable.

Any amounts to be paid by the Bank or any Paying Agent on the Securities shall 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 “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and neither the Bank nor any Paying Agent shall be required to pay Additional Amounts on account of any FATCA Withholding Tax.

Any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Securities and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. In all cases, the Paying Agent shall have no obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this paragraph will be treated as paid to the Holder of the Securities, and the Bank will not pay Additional Amounts in respect of such deduction or withholding, except to the extent the provisions specified in this paragraph explicitly provide otherwise.

The Bank may, at its option, redeem the Securities then Outstanding, in whole but not in part, on April 12, 2022 at an amount equal to 100% of their principal amount together with, accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the redemption date. Unless the Bank defaults on payment of the redemption price, interest will cease to accrue on the redemption date on the Securities called for redemption.

The Bank may, at its option, at any time, redeem the Securities, in whole but not in part, if (A) the Bank is required to issue definitive securities, pursuant to Section 3.05(c)(ii)(A)(x), 3.05(c)(ii)(A)(y) or 3.05(c)(ii)(B) of the Base Indenture and, as a result, the Bank is or would be required to pay Additional Amounts with respect to the Securities; or if (B) the Bank determines 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 change in an official application of those laws or regulations on or after the issue date of the Securities, including a decision of any court or tribunal, which becomes effective on or after the issue date of the Securities (and, in the case of a successor entity, which becomes effective on or after the date of such entity’s assumption of the Bank’s obligations),

(i) The Bank will or would be required to pay Holders Additional Amounts;

8

(ii) The Bank would not be entitled to claim a deduction in respect of any payments in respect of the Securities in computing the Bank’s (or its) taxation liabilities or the value of the deduction would be materially reduced; or

(iii) The Bank would not, as a result of the Securities 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 Bank is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the issue date of the Securities or any similar system or systems having like effect as may from time to time exist),

(each such change in tax law or regulation or the official application thereof, a “Tax Event”),

in each of cases (A) and (B) above, at an amount equal to 100% of the principal amount of the Securities being redeemed together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the date fixed for redemption, provided that in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Bank taking reasonable measures available to it.

In each case, before the Bank gives a notice of redemption, the Bank shall be required to deliver to the Trustee a written legal opinion of independent counsel of recognized standing, chosen by the Bank, confirming that the Bank is entitled to exercise its right of redemption, pursuant to the relevant tax redemption provisions of the Indenture and Officer’s Certificate.

Any successor entity that assumes the obligations of the Bank pursuant to Section 8.03 of the Base Indenture shall also be entitled to redeem the Securities in accordance with the provisions described in the preceding paragraph with respect to the issuance of definitive securities, pursuant to the Indenture provisions referenced herein, or to any change or amendment to, or change in the application of the laws or regulations (including any treaty) of the successor entity’s jurisdiction of incorporation, which becomes effective on or after the date of that successor entity’s assumption of the Bank’s obligations.

Any redemption of the Securities shall be subject to the Bank’s giving not less than fifteen (15) days’, nor more than sixty (60) days’, prior notice to the Holders of such Securities via DTC or the relevant clearing system(s) (or, if the Securities are held in definitive form, to the Holders at their addresses shown on the register for the Securities) (such notice being irrevocable except in the limited circumstances described in the following paragraph) specifying the Bank’s election to redeem the Securities and the date fixed for such redemption. Notice by DTC to participating institutions and by these participants to street name Holders of beneficial interests in the relevant Securities will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

If the Bank has elected to redeem the Securities but prior to the payment of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-In Power in respect of the Securities, the relevant redemption notice shall

9

be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount shall be due and payable.

All authority conferred or agreed to be conferred by each Holder and Beneficial Owner pursuant to this Security, including the consents given by such Holder and beneficial owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder and Beneficial Owner.

Notwithstanding any other agreements, arrangements or understandings between the Bank and any Holder of the Securities, by acquiring the Securities, each Holder of the Securities acknowledges, accepts, agrees to be bound by, and consents to, the exercise of, any U.K. Bail-In Power by the Relevant U.K. Resolution Authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Bank or another person (and the issue to, or conferral on, the Holder of the Securities of such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder of the Securities further acknowledges and agrees that the rights of the Holders of the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights Holders of the Securities may have at law if and to the extent that any U.K. Bail-In Power is exercised by the Relevant U.K. Resolution Authority in breach of laws applicable in England.

No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Bank under the laws and regulations of the United Kingdom and the European Union applicable to the Bank.

By its acquisition of the Securities, each Holder of the Securities, to the extent permitted by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities.

Upon the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, the Bank shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. Bail-In Power for purposes of notifying Holders of such occurrence. The Bank shall also deliver a copy of such notice to the Trustee for information purposes.

10

By its acquisition of the Securities, each Holder of the Securities acknowledges and agrees that the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give rise to a default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act.

By its acquisition of the Securities, each Holder of the Securities acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, (a) the Trustee shall not be required to take any further directions from Holders of the Securities under Section 5.12 (Control by Holders) of the Base Indenture, which section authorizes Holders of a majority in aggregate principal amount of the Outstanding Securities to direct certain actions relating to the Securities, and (b) the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority in respect of the Securities, the Securities remain Outstanding (for example, if the exercise of the U.K. Bail-In Power results in only a partial write-down of the principal of such Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Bank and the Trustee shall agree pursuant to a supplemental indenture or an amendment thereto.

By its acquisition of the Securities, each Holder of the Securities shall be deemed to have (a) consented to the exercise of any U.K. Bail-In Power as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of any U.K. Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or the Trustee.

The exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not constitute an Event of Default (as this term is defined in the Indenture).

References to “Holder” in each of the nine preceding paragraphs include Beneficial Owners of the Securities.

The Bank’s obligations to indemnify the Trustee in accordance with Section 6.07 the Base Indenture shall survive the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities.

Holders of Securities that acquire such Securities in the secondary market shall be deemed to acknowledge, agree to be bound by, and consent to, the same provisions specified in this Security and the Indenture to the same extent as the Holders of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by, and consent to, the terms of the Securities,

11

including in relation to the U.K. Bail-In Power. References to “Holder” in this paragraph include Beneficial Owners of the Securities.

The Securities shall constitute the Bank’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves. In the event of the Bank’s winding-up or administration, the Securities shall rank pari passu with all of the Bank’s other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Bank and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Bank and the Trustee with the consent of the Holders of a majority principal amount of the Securities at any time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series at any time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Bank with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity, and, in the case of a proceeding for the winding-up of the Bank in England, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed or provided for herein.

Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Senior Debt Security Register, upon surrender of this

12

Security for registration of transfer at the office or agency of the Bank in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Senior Debt Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the Trustee.

No service charge shall be made for any such registration of transfer or exchange, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Bank, the Trustee and any agent of the Bank or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Bank, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and Officer’s Certificate provide that the Bank will be discharged from any and all obligations in respect of this Security (except for certain obligations to register the transfer or exchange of the Security, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) or need not comply with certain restrictive covenants of the Indenture, in each case if the Bank deposits, in trust, with the Trustee money or Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of, and interest on, the Security on the dates such payments are due in accordance with the terms of this Security and certain other conditions are satisfied.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

13

EX-5.1

Exhibit 5.1

David I. Gottlieb

+44 20 7614 2230

dgottlieb@cgsh.com

May 12, 2020

Barclays PLC

1 Churchill Place

London E14 5HP

Ladies and Gentlemen:

We have acted as special U.S. counsel to Barclays Bank PLC, a public limited company incorporated under the law of England and Wales (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form F-3 (No. 333-232144) of $1,750,000,000 1.700% fixed rate senior notes due 2022 (the “Securities”), to be issued under an indenture dated as of September 16, 2004 (the “Base Indenture”), among the Company, The Bank of New York Mellon, London Branch, as trustee and paying agent (the “Trustee”), and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (the “Registrar”), as supplemented by a supplemental indenture dated as of February 22, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and the Registrar. Such registration statement, as amended as of its most recent effective date (May 5, 2020), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), including the documents incorporated by reference therein but excluding Exhibits 25.1, 25.2 and 25.3, is herein called the “Registration Statement.”

In arriving at the opinion expressed below, we have reviewed the following documents:

(a) the Registration Statement;

(b) an executed copy of the Base Indenture;

(c) an executed copy of the Supplemental Indenture; and

(d) a copy of the Securities in global registered form (the “Global Security”) as executed by the Company and authenticated by the Trustee; and

(e) an executed copy of the Officer’s Certificate of the Company pursuant to Sections 1.02, 3.01 and 3.03 of the Base Indenture, dated May 12, 2020.

Barclays PLC, p. 2

In addition, we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities are valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (c) we express no opinion with respect to the effect of any mandatory choice of law rules and (d) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Securities where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York. With respect to matters governed by English law, we have relied on the opinion of Clifford Chance LLP dated May 12, 2020, as English counsel to the Company, which has been filed as Exhibit 5.2 to the Company’s Form 6-K dated May 12, 2020.

Barclays PLC, p. 3

We hereby consent to the incorporation by reference of this opinion in the Registration Statement and the use of our name in the prospectus constituting a part of the Registration Statement and the prospectus supplement dated May 5, 2020 relating to the Securities under the heading “Validity of Notes.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:	/s/ David I. Gottlieb
	David I. Gottlieb, a Partner

EX-5.2

Exhibit 5.2

CLIFFORD CHANCE LLP

10 UPPER BANK STREET

LONDON

E14 5JJ

TEL +44 20 7006 1000

FAX +44 20 7006 5555

DX 149120 CANARY WHARF 3

www.cliffordchance.com

To Barclays Bank PLC	Our ref: 70-40745896
1 Churchill Place	Direct Dial: +44 207 006 2977
London E14 5HP	E-mail: simon.sinclair@cliffordchance.com

12 May 2020

Barclays Bank PLC

U.S.$1,750,000,000 1.700 per cent. Fixed Rate Senior Notes due 2022

(the “Notes”)

We have acted as English legal advisers to Barclays Bank PLC (the “Issuer”) in connection with the issue by the Issuer of the Notes under the senior debt securities indenture between the Issuer and The Bank of New York Mellon, as trustee dated as of 16 September 2004 (the “Base Indenture”), as supplemented by a supplemental indenture dated as of 22 February 2018 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

1. INTRODUCTION

1.1 Opinion Documents

This Opinion relates to the Notes.

1.2 Defined Terms

1.2.1 “DocuSign Platform” means the cloud based electronic signing platform owned and run by DocuSign Inc.

1.2.2 Terms defined or given a particular construction in the Indenture shall have the same meaning in this Opinion unless a contrary indication appears.

1.2.3 Headings in this Opinion are for ease of reference only and shall not affect its interpretation.

1.2.4 All references in this Opinion to paragraphs mean paragraphs in this Opinion.

CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NO. OC323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK STREET LONDON E14 5JJ. THE FIRM USES THE WORD "PARTNER" TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS. THE FIRM IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY.

CLIFFORD CHANCE LLP

1.3 Legal Review

In connection with the creation and issue of the Notes and the giving of this Opinion:

1.3.1 we have reviewed the documents referred to in Schedule 1 (Documents), and any references to such documents in this Opinion are to those documents as originally executed. Certain of such documents have been executed using the DocuSign Platform;

1.3.2 we have not verified the facts or the reasonableness of any statements (including statements as to foreign law) contained in the Indenture or the Prospectus, save as expressly specified in paragraph 2.2;

1.3.3 we have not been responsible for ensuring that the Prospectus contains all material facts; and

1.3.4 we have not been responsible for ensuring that the Prospectus or the Form 6-K comply with the requirements of any competent authority.

1.4 Applicable Law

This Opinion is governed by English law, relates only to English law as applied by the English courts as at today’s date and does not extend to the laws of any other jurisdiction (save as described in paragraph 1.5). All non-contractual obligations and any other matters arising out of or in connection with this Opinion are governed by English law.

1.5 Taxation

We express no opinion on any taxation matter, and none is implied or may be inferred, save as expressly specified in paragraph 2.2. In respect of those tax matters this Opinion is confined to, and given on the basis of, English law, United Kingdom tax law and Her Majesty’s Revenue and Customs (“HMRC”) published practice in force or applied in the United Kingdom as at today’s date.

1.6 Assumptions and Reservations

This Opinion is given on the basis of our understanding of the terms of the Indenture and the Notes and the assumptions set out in Schedule 2 (Assumptions) and is subject to the reservations set out in Schedule 3 (Reservations). This Opinion is strictly limited to the matters stated in paragraph 2 and does not extend to any other matters.

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2. OPINION

We are of the opinion that:

2.1 Authorisation

The issue of the Notes has been duly authorised by or on behalf of the Issuer.

2.2 Taxation statements in the Prospectus

The statements in the Base Prospectus under the heading “United Kingdom Taxation of Debt Securities” as amended by the statements in the Prospectus Supplement under the heading “United Kingdom Tax Considerations” are, insofar as they are relevant to the Notes, correct in all material respects.

3. ADDRESSEES AND PURPOSE

3.1.1 The scope and content of this Opinion solely have regard to the interests of the Issuer in accordance with its instructions. This Opinion is provided in connection with the filing of the Form 6-K and is addressed to and is solely for the Issuer and it may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save as provided below.

3.1.2 We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 6-K to be incorporated by reference into the Form F-3 Registration Statement filed with the SEC on 1 August 2019 and the reference to us under the headings “Tax Considerations—United Kingdom Taxation of Debt Securities”, “Service of Process and Enforcement of Liabilities” and “Validity of Securities” in the Base Prospectus and under the heading “Validity of Notes” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder.

/s/ Clifford Chance.

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CLIFFORD CHANCE LLP

SCHEDULE 1

DOCUMENTS

(a) The prospectus dated 1 August 2019 relating to, inter alia, the Notes (the “Base Prospectus”).

(b) The prospectus supplement dated 5 May 2020 relating to the Notes (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

(c) The final form of the Form 6-K expected to be filed with the SEC on 12 May 2020 relating to the Notes (the “Form 6-K”).

(d) A copy of the Base Indenture.

(e) A copy of the Supplemental Indenture.

(f) A copy of an Officer’s Certificate dated 12 May 2020 pursuant to Sections 1.02, 3.01 and 3.03 of the Base Indenture relating to the Notes (including the forms of global notes).

(g) A copy of the global notes representing the Notes dated 12 May 2020 (together, the “Global Notes”).

(h) Copies of the Barclays Bank Acts 1925 and 1984 and the Barclays Group Reorganisation Act 2002.

(i) A copy of the certificate of incorporation of the Issuer dated 4 October 1971.

(j) A copy of the certificate of incorporation on change of name and re-registration of the Issuer dated 1 January 1985.

(k) A certified copy of the articles of association of the Issuer as adopted on 30 April 2010.

(l) A copy of extracts from the minutes of a meeting of the board of directors of the Issuer held on 14 April 1994, certified a true copy by Patrick Gonsalves.

(m) A copy of the written resolutions of the Fund Raising Committee of the board of directors of the Issuer passed on 16 September 2004.

(n) A copy of extracts from the minutes of a meeting of the board of directors of the Issuer held on 17 December 2015, certified a true copy by Patrick Gonsalves.

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(o) A copy of the approval by the Group Finance Director of the Issuer dated 29 June 2016, certified a true copy by Jessica Cameron.

(p) A copy of extracts from the minutes of a meeting of the board of directors of the Issuer held on 15 December 2016, certified a true copy by Patrick Gonsalves (the “2016 Minutes”).

(q) A copy of the power of attorney granted by the Issuer dated 19 June 2017, in favour of each of Miray Muminoglu, Timothy Allen, Stuart Frith and Daniel David.

(r) A copy of the approval by the Group Finance Director of the Issuer dated 20 February 2018, certified a true copy by Sophie Lukaszewski.

(s) A copy of extracts from the minutes of a meeting of the board of directors of the Issuer held on 28 March 2018, certified a true copy by Gemma Tremlett.

(t) A copy of the approval by the Chief Finance Officer of the Issuer dated 12 June 2019, certified a true copy by Sophie Lukaszewski.

(u) A copy of the power of attorney granted by the Issuer dated 10 June 2019, in favour of each of Gregor McMillan, Anthony Knobel, Amir Hashmi, David Waltham and Stoil Topalov.

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CLIFFORD CHANCE LLP

SCHEDULE 2

ASSUMPTIONS

1. ORIGINAL AND GENUINE DOCUMENTATION

(a) All signatures (including any electronic signatures), stamps and seals are genuine, all original documents are authentic, all deeds and counterparts were executed in single physical form and all copy documents supplied to us as photocopies or in portable document format (PDF) or other electronic form are genuine, accurate, complete and conform to the originals.

(b) The copies of the certificate of incorporation, certificate of incorporation on change of name and re-registration and articles of association of the Issuer referred to in Schedule 1 (Documents) are accurate and complete as of the date of this Opinion.

(c) The person whose name and electronic signature appears in the signature block of any Global Note is the person who signed such Global Note.

Where, for the purposes of paragraphs 1(a) and 1(c) of this Schedule 2:

“sign” or “signed” means, in relation to each Global Note executed with an electronic signature, the process by which the signatory has applied such electronic signature to such Global Note; and

“electronic signature” means the signature in electronic form applied to any Global Note that is intended by the signatory to take effect as their signature including, without limitation, an image of the signatory’s handwritten signature, the typed name of the signatory, a signature generated by the signatory with a stylus on a touch pad or screen and any signature created by the signatory in accordance with the processes of an electronic signing platform.

2. CORPORATE AUTHORITY

(a) In resolving to create and issue the Notes the directors of the Issuer acted in good faith to promote the success of the Issuer for the benefit of its members and in accordance with any other duty.

(b) Each director of the Issuer has disclosed any interest which he or she may have in the issue of the Notes in accordance with the provisions of the Companies Act 2006 and the Issuer’s articles of association and none of the directors has any interest in the issue of the Notes except to the extent permitted by the Issuer’s articles of association.

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(c) The resolutions of the Issuer’s board of directors as set out in the extracts from the minutes referred to in Schedule 1 (Documents) were duly passed at properly constituted and quorate meetings of duly appointed directors of the Issuer and have not been amended (save as provided for in the 2016 Minutes) or rescinded and are in full force and effect.

(d) The approvals by the Group Finance Director, the approval of the Chief Finance Officer and the written resolutions of the Fund Raising Committee referred to in Schedule 1 (Documents) have not been amended or rescinded and are in full force and effect and, in the case of the written resolutions of the Fund Raising Committee, were duly adopted by a properly constituted Fund Raising Committee.

(e) The extracts from the minutes referred to in Schedule 1 (Documents) are a true record of the proceedings at each meeting of the board of directors of the Issuer.

(f) That, as at 16 September 2004, Peter Goshawk held the position of Group Treasurer, as at 29 June 2016 and 20 February 2018, Tushar Morzaria was duly appointed as Group Finance Director, as at 22 February 2018, Gregor McMillan held the position of Director in the Capital Markets Execution team of Barclays Treasury, as at 12 June 2019, Steven Ewart was duly appointed as Chief Finance Officer of the Issuer, as at 12 May 2020, Gregor McMillan held the position of Managing Director in Barclays International Treasury and as at 12 May 2020, Amir Hashmi held the position of Vice President in the Capital Markets Execution team of Barclays International Treasury.

(g) The person, if other than the person whose signature it purports to be, who attached any electronic signature to any of the documents listed in Schedule 1 (Documents) on behalf of another person, had the authority of the latter person to do so.

(h) Any relevant power of attorney granted by the Issuer referred to in Schedule 1 (Documents) had not been revoked and was in full force and effect at the time of execution of the Indenture and/or the Global Notes, as applicable.

3. CORPORATE CAPACITY OF THE PARTIES

Each party to the Indenture has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Indenture.

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4. EXECUTION OF INDENTURE

(a) Each party to the Indenture has duly executed and delivered the Indenture.

(b) The terms of the Indenture have been complied with and the Indenture and the Global Notes have each been duly executed and delivered in accordance with the laws of the State of New York.

5. DOCUMENTS NOT GOVERNED BY ENGLISH LAW

(a) The obligations expressed to be assumed by the Issuer under the Indenture and the Notes constitute the Issuer’s legal, valid, binding and enforceable obligations under the laws of the State of New York and words and phrases used in the Indenture have the same meaning and effect as they would if the Indenture was governed by English law.

(b) The submission to the jurisdiction of any state or federal court in the Borough of Manhattan, The City of New York by the Issuer contained in the Indenture is legal, valid and binding under the laws of the State of New York.

(c) The choice of the laws of the State of New York to govern the Indenture is a valid choice under the laws of the State of New York.

6. OTHER DOCUMENTS

Save for those listed in Schedule 1 (Documents) there is no other agreement, instrument, other arrangement or relationship between any of the parties to the Indenture which modifies, supersedes or conflicts with the Indenture.

7. TAX MATTERS

The Issuer is resident only in the United Kingdom for United Kingdom tax purposes.

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CLIFFORD CHANCE LLP

SCHEDULE 3

RESERVATIONS

1. BANKING ACT 2009

The opinions set out in this letter are subject to any limitations arising from any measures taken pursuant to the stabilisation powers under the special resolution regime under the Banking Act 2009, as amended. For more information, please see “Risk Factors” in the Prospectus Supplement.

2. TAXATION STATEMENTS

The confirmation provided in paragraph 2.2 is subject to the following specific reservations:

(a) We give no confirmation as to any section of the Prospectus other than the confirmation set out in paragraph 2.2; and

(b) The confirmation is given solely on the basis set out in paragraph 2.2 and in particular takes into account the disclaimers and qualifications which are applied to those statements in the Base Prospectus or (as applicable) the Prospectus Supplement and is limited to matters governed by English law, the tax law of the United Kingdom and HMRC’s published practice in force or applied in the United Kingdom as at today’s date.

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