96ES.L Regulatory News (96ES)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

BARCLAYS BANK PLC

(incorporated with limited liability in England and Wales)

(the "Issuer")

NOTICE OF SEPARATE MEETINGS

of the holders of the Issuer's outstanding

1. This figure excludes the EUR 26,500,000 of the Series 2010-2 Covered Bonds held by the Issuer as at the date of this Consent Solicitation Memorandum. The Issuer will not attend and vote at the relevant Meeting in respect of such Series 2010-2 Covered Bonds.

(each a "Series" and together the "Covered Bonds")

NOTICE IS HEREBY GIVEN that separate meetings (each a "Meeting" and together the "Meetings") of the holders of each Series (the "Covered Bondholders") convened by the Issuer will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, United Kingdom on 9 November 2015 for the purpose of considering and, if thought fit, passing the applicable resolution set out below, which will be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with the provisions of the trust deed dated 18 December 2007, as supplemented, amended and restated from time to time up to the issue date of the first tranche of Covered Bonds of the relevant Series (the "Trust Deed"), made between the Issuer, Barclays Covered Bonds LLP (the "LLP") and Citicorp Trustee Company Limited (the "Trustee") as trustee for the Covered Bondholders.

The initial Meeting (in respect of the EUR 2,000,000,000 Series 2009-1 4.00 per cent. Covered Bonds due 2019) will commence at 10.00 a.m. (London time), with subsequent Meetings in respect of each other Series (in chronological order of scheduled maturity date) being held at 10 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Trust Deed, the terms and conditions of the Covered Bonds (the "Conditions"), the master definitions schedule referred to in the Conditions (the "Master Definitions Schedule") or the relevant Extraordinary Resolution, as applicable.

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE EUR 2,000,000,000 SERIES 2009-1 4.00 PER CENT. COVERED BONDS DUE 2019

"THAT this Meeting of the holders (together, the "Series 2009-1 Covered Bondholders") of the presently outstanding EUR 2,000,000,000 Series 2009-1 4.00 per cent. Covered Bonds due 2019 (the "Series 2009-1 Covered Bonds") of Barclays Bank PLC (the "Issuer"), constituted by the trust deed dated 18 December 2007 as supplemented, amended and restated on 2 July 2008, 23 September 2009, 7 May 2010 and 6 January 2011 (the "Trust Deed") made between the Issuer, Barclays Covered Bonds LLP (the "LLP") and Citicorp Trustee Company Limited (the "Trustee") as trustee for, inter alios, the Series 2009-1 Covered Bondholders:

1. assents to:

(i) the modification of the terms and conditions of the Series 2009-1 Covered Bonds (the "Conditions"), as set out in Schedule 1 to the Trust Deed and as completed by the Final Terms applicable to the Series 2009-1 Covered Bonds dated 7 October 2009, as any of the same may from time to time be modified in accordance with the Trust Deed, to provide that, instead of being "hard bullet" Covered Bonds, the Series 2009-1 Covered Bonds will instead become "soft bullet" Covered Bonds with (i) an Extended Due for Payment Date falling on or nearest to 7 October 2020 and (ii) the interest payable in respect of the Series 2009-1 Covered Bonds from (and including) the Final Maturity Date to (but excluding) the Extended Due for Payment Date (or, if earlier, the date on which the Series 2009-1 Covered Bonds are redeemed in full) payable monthly in arrears and determined by reference to the sum of one-month EURIBOR and the Margin, all as more fully set out in the Amended and Restated Final Terms (as defined in paragraph 2 below); and

(ii) the consequential modification of the Swap Agreement (as defined in the master definitions schedule referred to in the Conditions) relating to the Series 2009-1 Covered Bonds, all as more fully set out in the Amended and Restated Swap Confirmation (as defined in paragraph 2 below);

2. authorises, directs, requests and empowers:

(a)

(i) the Issuer and the LLP to execute an amended and restated final terms in respect of the Series 2009-1 Covered Bonds (the "Amended and Restated Final Terms");

(ii) the Issuer, the LLP and the Trustee to execute a deed supplemental to the Trust Deed which annexes the form of the Amended and Restated Final Terms thereto (the "Supplemental Trust Deed"); and

(iii) the LLP, Barclays Bank PLC, as swap provider and the Trustee, to execute an amended and restated Swap Confirmation in respect of the Series 2009-1 Covered Bonds (the "Amended and Restated Swap Confirmation"),

in each case to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the drafts produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments thereto (if any) as the Trustee shall require or agree to; and

(b) the Issuer, the LLP and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Series 2009-1 Covered Bonds in respect of any act or omission in connection with this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications;

4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Series 2009-1 Covered Bondholders appertaining to the Series 2009-1 Covered Bonds against the Issuer or the LLP, whether or not such rights arise under the Conditions, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

5. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation" means the invitation by the Issuer to the Series 2009-1 Covered Bondholders to consent to the modification of the Conditions and the consequential modification to the Swap Agreement relating to the Series 2009-1 Covered Bonds as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms; and

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 16 October 2015 prepared by the Issuer in relation to the Consent Solicitation."

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE EUR 1,300,000,000 SERIES 2010-2 4.25 PER CENT. COVERED BONDS DUE 2022

"THAT this Meeting of the holders (together, the "Series 2010-2 Covered Bondholders") of the presently outstanding EUR 1,300,000,000 Series 2010-2 4.25 per cent. Covered Bonds due 2022 (the "Series 2010-2 Covered Bonds") of Barclays Bank PLC (the "Issuer"), constituted by the trust deed dated 18 December 2007 as supplemented, amended and restated on 2 July 2008, 23 September 2009, 7 May 2010 and 6 January 2011 (the "Trust Deed") made between the Issuer, Barclays Covered Bonds LLP (the "LLP") and Citicorp Trustee Company Limited (the "Trustee") as trustee for, inter alios, the Series 2010-2 Covered Bondholders:

1. assents to:

(i) the modification of the terms and conditions of the Series 2010-2 Covered Bonds (the "Conditions"), as set out in Schedule 1 to the Trust Deed and as completed by the Final Terms applicable to the Series 2010-2 Covered Bonds dated 1 March 2010 and 16 December 2011, as any of the same may from time to time be modified in accordance with the Trust Deed, to provide that, instead of being "hard bullet" Covered Bonds, the Series 2010-2 Covered Bonds will instead become "soft bullet" Covered Bonds with (i) an Extended Due for Payment Date falling on or nearest to 2 March 2023 and (ii) the interest payable in respect of the Series 2010-2 Covered Bonds from (and including) the Final Maturity Date to (but excluding) the Extended Due for Payment Date (or, if earlier, the date on which the Series 2010-2 Covered Bonds are redeemed in full) payable monthly in arrears and determined by reference to the sum of one-month EURIBOR and the Margin, all as more fully set out in the Amended and Restated Final Terms (as defined in paragraph 2 below); and

(ii) the consequential modification of the Swap Agreement (as defined in the master definitions schedule referred to in the Conditions) relating to the Series 2010-2 Covered Bonds, all as more fully set out in the Amended and Restated Swap Confirmation (as defined in paragraph 2 below);

2. authorises, directs, requests and empowers:

(a)

(i) the Issuer and the LLP to execute an amended and restated final terms in respect of the Series 2010-2 Covered Bonds (the "Amended and Restated Final Terms");

(ii) the Issuer, the LLP and the Trustee to execute a deed supplemental to the Trust Deed which annexes the form of the Amended and Restated Final Terms thereto (the "Supplemental Trust Deed"); and

(iii) the LLP, Barclays Bank PLC, as swap provider and the Trustee, to execute an amended and restated Swap Confirmation in respect of the Series 2010-2 Covered Bonds (the "Amended and Restated Swap Confirmation"),

in each case to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the drafts produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments thereto (if any) as the Trustee shall require or agree to; and

(b) the Issuer, the LLP and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Series 2010-2 Covered Bonds in respect of any act or omission in connection with this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications;

4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Series 2010-2 Covered Bondholders appertaining to the Series 2010-2 Covered Bonds against the Issuer or the LLP, whether or not such rights arise under the Conditions, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

5. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation" means the invitation by the Issuer to the Series 2010-2 Covered Bondholders to consent to the modification of the Conditions and the consequential modification to the Swap Agreement relating to the Series 2010-2 Covered Bonds as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms; and

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 16 October 2015 prepared by the Issuer in relation to the Consent Solicitation."

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE EUR 1,000,000,000 SERIES 2011-1 4.00 PER CENT. COVERED BONDS DUE 2021

"THAT this Meeting of the holders (together, the "Series 2011-1 Covered Bondholders") of the presently outstanding EUR 1,000,000,000 Series 2011-1 4.00 per cent. Covered Bonds due 2021 (the "Series 2011-1 Covered Bonds") of Barclays Bank PLC (the "Issuer"), constituted by the trust deed dated 18 December 2007 as supplemented, amended and restated on 2 July 2008, 23 September 2009, 7 May 2010 and 6 January 2011 (the "Trust Deed") made between the Issuer, Barclays Covered Bonds LLP (the "LLP") and Citicorp Trustee Company Limited (the "Trustee") as trustee for, inter alios, the Series 2011-1 Covered Bondholders:

1. assents to:

(i) the modification of the terms and conditions of the Series 2011-1 Covered Bonds (the "Conditions"), as set out in Schedule 1 to the Trust Deed and as completed by the Final Terms applicable to the Series 2011-1 Covered Bonds dated 11 January 2011, as any of the same may from time to time be modified in accordance with the Trust Deed, to provide that, instead of being "hard bullet" Covered Bonds, the Series 2011-1 Covered Bonds will instead become "soft bullet" Covered Bonds with (i) an Extended Due for Payment Date falling on or nearest to 12 January 2022 and (ii) the interest payable in respect of the Series 2011-1 Covered Bonds from (and including) the Final Maturity Date to (but excluding) the Extended Due for Payment Date (or, if earlier, the date on which the Series 2011-1 Covered Bonds are redeemed in full) payable monthly in arrears and determined by reference to the sum of one-month EURIBOR and the Margin, all as more fully set out in the Amended and Restated Final Terms (as defined in paragraph 2 below); and

(ii) the consequential modification of the Swap Agreement (as defined in the master definitions schedule referred to in the Conditions) relating to the Series 2011-1 Covered Bonds, all as more fully set out in the Amended and Restated Swap Confirmation (as defined in paragraph 2 below);

2. authorises, directs, requests and empowers:

(a)

(i) the Issuer and the LLP to execute an amended and restated final terms in respect of the Series 2011-1 Covered Bonds (the "Amended and Restated Final Terms");

(ii) the Issuer, the LLP and the Trustee to execute a deed supplemental to the Trust Deed which annexes the form of the Amended and Restated Final Terms thereto (the "Supplemental Trust Deed"); and

(iii) the LLP, Barclays Bank PLC, as swap provider and the Trustee, to execute an amended and restated Swap Confirmation in respect of the Series 2011-1 Covered Bonds (the "Amended and Restated Swap Confirmation"),

in each case to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the drafts produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments thereto (if any) as the Trustee shall require or agree to; and

(b) the Issuer, the LLP and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Series 2011-1 Covered Bonds in respect of any act or omission in connection with this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications;

4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Series 2011-1 Covered Bondholders appertaining to the Series 2011-1 Covered Bonds against the Issuer or the LLP, whether or not such rights arise under the Conditions, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

5. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation" means the invitation by the Issuer to the Series 2011-1 Covered Bondholders to consent to the modification of the Conditions and the consequential modification to the Swap Agreement relating to the Series 2011-1 Covered Bonds as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms; and

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 16 October 2015 prepared by the Issuer in relation to the Consent Solicitation."

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE EUR 1,500,000,000 SERIES 2011-2 3.625 PER CENT. COVERED BONDS DUE 2016

"THAT this Meeting of the holders (together, the "Series 2011-2 Covered Bondholders") of the presently outstanding EUR 1,500,000,000 Series 2011-2 3.625 per cent. Covered Bonds due 2016 (the "Series 2011-2 Covered Bonds") of Barclays Bank PLC (the "Issuer"), constituted by the trust deed dated 18 December 2007 as supplemented, amended and restated on 2 July 2008, 23 September 2009, 7 May 2010 and 6 January 2011 (the "Trust Deed") made between the Issuer, Barclays Covered Bonds LLP (the "LLP") and Citicorp Trustee Company Limited (the "Trustee") as trustee for, inter alios, the Series 2011-2 Covered Bondholders:

1. assents to:

(i) the modification of the terms and conditions of the Series 2011-2 Covered Bonds (the "Conditions"), as set out in Schedule 1 to the Trust Deed and as completed by the Final Terms applicable to the Series 2011-2 Covered Bonds dated 12 April 2011, as any of the same may from time to time be modified in accordance with the Trust Deed, to provide that, instead of being "hard bullet" Covered Bonds, the Series 2011-2 Covered Bonds will instead become "soft bullet" Covered Bonds with (i) an Extended Due for Payment Date falling on or nearest to 13 April 2017 and (ii) the interest payable in respect of the Series 2011-2 Covered Bonds from (and including) the Final Maturity Date to (but excluding) the Extended Due for Payment Date (or, if earlier, the date on which the Series 2011-2 Covered Bonds are redeemed in full) payable monthly in arrears and determined by reference to the sum of one-month EURIBOR and the Margin, all as more fully set out in the Amended and Restated Final Terms (as defined in paragraph 2 below); and

(ii) the consequential modification of the Swap Agreement (as defined in the master definitions schedule referred to in the Conditions) relating to the Series 2011-2 Covered Bonds, all as more fully set out in the Amended and Restated Swap Confirmation (as defined in paragraph 2 below);

2. authorises, directs, requests and empowers:

(a)

(i) the Issuer and the LLP to execute an amended and restated final terms in respect of the Series 2011-2 Covered Bonds (the "Amended and Restated Final Terms");

(ii) the Issuer, the LLP and the Trustee to execute a deed supplemental to the Trust Deed which annexes the form of the Amended and Restated Final Terms thereto (the "Supplemental Trust Deed"); and

(iii) the LLP, Barclays Bank PLC, as swap provider and the Trustee, to execute an amended and restated Swap Confirmation in respect of the Series 2011-2 Covered Bonds (the "Amended and Restated Swap Confirmation"),

in each case to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the drafts produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments thereto (if any) as the Trustee shall require or agree to; and

(b) the Issuer, the LLP and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Series 2011-2 Covered Bonds in respect of any act or omission in connection with this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications;

4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Series 2011-2 Covered Bondholders appertaining to the Series 2011-2 Covered Bonds against the Issuer or the LLP, whether or not such rights arise under the Conditions, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

5. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation" means the invitation by the Issuer to the Series 2011-2 Covered Bondholders to consent to the modification of the Conditions and the consequential modification to the Swap Agreement relating to the Series 2011-2 Covered Bonds as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms; and

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 16 October 2015 prepared by the Issuer in relation to the Consent Solicitation."

BACKGROUND

The Issuer has convened the Meetings for the purpose of enabling the holders of the Covered Bonds of each Series to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the Covered Bonds of the relevant Series.

The Issuer continually reviews regulatory and market developments, as an active participant in the covered bond market. The amendments proposed by way of the Extraordinary Resolutions align the terms and conditions of a selection of the older outstanding series with those commonly seen in the covered bond market to ensure ongoing cost efficiency of this funding programme.

Copies of each draft Amended and Restated Final Terms, the draft Supplemental Trust Deed and each draft Amended and Restated Swap Confirmation (together the "Documents"), as referred to in the Extraordinary Resolutions above, have been reviewed by each of Fitch Ratings Ltd. ("Fitch"), Standard & Poor's Market Services Europe Limited ("S&P") and Moody's Investors Service Limited ("Moody's"). Fitch, S&P and Moody's have, based on the information provided to them, raised no comments in respect of the draft Documents, and each of Fitch, S&P and Moody's is expected to publish a press release shortly after the date of this Notice confirming that entry into the Documents will not, in and of themselves and at this time, result in the downgrade or withdrawal of the credit ratings assigned by it to the Covered Bonds.

CONSENT SOLICITATIONS

Covered Bondholders are further given notice that the Issuer has invited holders of the Covered Bonds of each Series (each such invitation a "Consent Solicitation") to consent to the approval, by Extraordinary Resolution at the relevant Meeting, of the modification of the Conditions and the Swap Agreement relating to the relevant Series as described in paragraph 1 of the relevant Extraordinary Resolution as set out above, all as further described in the Consent Solicitation Memorandum (as defined in paragraph 6 of the Extraordinary Resolutions set out above). The implementation of an Extraordinary Resolution, if passed, is conditional on the Issuer not having previously terminated the relevant Consent Solicitation in accordance with the provisions for such termination set out in "Amendment and Termination".

Covered Bondholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below.

Pursuant to each Consent Solicitation, each Covered Bondholder from whom a valid Consent Instruction (as defined in the Consent Solicitation Memorandum) is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum, be eligible to receive payment of an amount equal to 0.05 per cent. of the principal amount of the Covered Bonds that are the subject of such Consent Instruction (the "Early Participation Fee"), all as more fully described in the Consent Solicitation Memorandum. Payment of the Early Participation Fee in respect of a Series of Covered Bonds is not conditional on the passing of an Extraordinary Resolution in respect of any other Series of Covered Bonds.

GENERAL

Copies of (i) the Trust Deed; and (ii) the current drafts of each Amended and Restated Final Terms, each Amended and Restated Swap Confirmation and the Supplemental Trust Deed as referred to in each Extraordinary Resolution set out above are also available for inspection by Covered Bondholders (a) on and from the date of this Notice up to and including the date of the Meetings, at the specified offices of the Tabulation Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meetings and (b) at the Meetings and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, United Kingdom for 15 minutes before the Meetings. Any revised version of any draft Amended and Restated Final Terms, any draft Amended and Restated Swap Confirmation or draft Supplemental Trust Deed made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the relevant document and Covered Bondholders will be deemed to have notice of any such changes. 

The attention of Covered Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolutions at the Meetings or any meeting held following any adjournment of any Meeting, which are set out in "Voting and Quorum" below. Having regard to such requirements, Covered Bondholders are strongly urged either to attend the relevant Meeting or to take steps to be represented at the relevant Meeting (including by way of submitting Consent Instructions) as soon as possible.

TRUSTEE

None of the Trustee or any of its directors, officers, employees or affiliates has been involved in the formulation of the Extraordinary Resolutions and the Trustee expresses no opinion on the merits of, or makes any representation, warranty or recommendation whatsoever regarding, any Extraordinary Resolution or makes any recommendation whether Covered Bondholders should participate at the relevant Meeting(s). The Trustee has not reviewed, nor will it be reviewing, any documents relating to the Consent Solicitations and/or the Extraordinary Resolutions, except this Notice. None of the Trustee or any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Extraordinary Resolutions, the Issuer, the LLP, the Covered Bonds or the factual statements contained in, or the effect or effectiveness of, this Notice or any other documents referred to in this Notice or assumes any responsibility for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information. The Trustee has, however, authorised it to be stated that, on the basis of the information contained in this Notice, it has no objection to the Extraordinary Resolutions, as set out in this Notice, being put to Covered Bondholders for their consideration.

VOTING AND QUORUM

Covered Bondholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction in respect of the relevant Extraordinary Resolution by 4.00 p.m. (London time) on 5 November 2015 (the "Expiration Deadline"), by which they will be deemed to have given instructions for the appointment of one or more representatives of the Tabulation Agent by the Principal Paying Agent as their proxy to vote in favour of or against (as specified in the relevant Consent Instruction) the relevant Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting), need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting).

Covered Bondholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Consent Instruction in respect of the relevant Extraordinary Resolution should take note of the provisions set out below detailing how such Covered Bondholders can attend or take steps to be represented at the relevant Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).

1. Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in the schedule 4 to the Trust Deed, copies of which are available from the date of this Notice to the conclusion of the Meetings (or any adjourned Meetings) as referred to above. For the purposes of the Meetings, a "Covered Bondholder" means a Direct Participant.

2. All of the Covered Bonds are represented by global Covered Bonds held by a common safekeeper for Euroclear and/or Clearstream, Luxembourg. For the purposes of this Notice, a "Direct Participant" means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of the Covered Bonds.

A Direct Participant or beneficial owner of Covered Bonds wishing to attend the relevant Meeting in person must produce at the relevant Meeting a valid voting certificate or certificates issued by a Paying Agent relating to the Covered Bonds in respect of which it wishes to vote.

A Direct Participant or beneficial owner of Covered Bonds not wishing to attend and vote at the relevant Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Direct Participant may (or the beneficial owner of the Covered Bonds may arrange for the relevant Direct Participant on its behalf to) give a voting instruction (by giving voting and blocking instructions to Euroclear or Clearstream, Luxembourg (a "Euroclear/Clearstream Instruction") in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring a Paying Agent to include the votes attributable to its Covered Bonds in a block voting instruction issued by the Paying Agent for the relevant Meeting or any adjourned such Meeting, in which case the Paying Agent shall appoint a proxy to attend and vote at such Meeting in accordance with such Direct Participant's instructions.

A Direct Participant must request the relevant clearing system to block the relevant Covered Bonds in its account and to hold the same to the order or under the control of the relevant Paying Agent not later than 48 hours before the time appointed for holding the relevant Meeting in order to obtain voting certificates or give voting instructions in respect of such Meeting. Covered Bonds so blocked will not be released until the earlier of:

(i) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and

(ii)

(A) in respect of voting certificate(s), the surrender to the relevant Paying Agent of such voting certificate(s); or

(B) in respect of voting instructions, not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent and the same then being notified in writing by the relevant Paying Agent to the Issuer at least 24 hours before the time appointed for holding the relevant Meeting and such Covered Bonds ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the relevant Paying Agent to be held to its order or under its control.

For the purposes of this Notice, "24 hours" shall mean a period of 24 hours including all or part of a day upon which banks are open for business in both the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their Specified Offices (disregarding for this purpose the day upon which such Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business in all of the places as aforesaid, and "48 hours" shall mean a period of 48 hours including all or part of two days upon which banks are open for business both in the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business in all of the places as aforesaid.

Covered Bondholders should note that voting instructions (unless validly revoked) given and voting certificates obtained in respect of a Meeting shall remain valid for any adjourned such Meeting.

3. The quorum required at any Meeting is one or more persons present holding Covered Bonds or voting certificates or being proxies or representatives and holding or representing in aggregate not less than two-thirds of the aggregate Principal Amount Outstanding of the relevant Series for the time being outstanding. If a quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for the relevant Meeting, unless the Issuer, the LLP and the Trustee otherwise agree, such Meeting will be adjourned for a period being not less than 13 clear days nor more than 42 clear days and at a place appointed by the Chairman and approved by the Trustee and the relevant Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Covered Bondholders in accordance with the Trust Deed). The quorum at any such adjourned Meeting will be one or more persons present holding Covered Bonds or voting certificates or being proxies or representatives and holding or representing in aggregate not less than one-third of the aggregate Principal Amount Outstanding of the relevant Series for the time being outstanding. The holding of any adjourned Meeting will be subject to the Issuer giving at least 10 days' notice (exclusive of the day on which the notice is given and of the day on which the relevant Meeting is to be resumed) in accordance with the relevant Conditions and the Trust Deed that such adjourned Meeting is to be held.

4. Every question submitted to a Meeting shall be decided in the first instance by a show of hands.

Unless a poll is (before or at the time that the result is declared) demanded by the Chairman, the Issuer, the LLP, the Trustee or any person present holding Covered Bonds or a voting certificate or being a proxy or representative, a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the relevant Extraordinary Resolution.

At each Meeting (a) on a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each EUR 1 in the Principal Amount Outstanding of the Covered Bonds of the relevant Series so represented by the voting certificate or in respect of which that person is a proxy or representative.

5. To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, an Extraordinary Resolution will be binding on all Covered Bondholders of the relevant Series, whether or not present at the relevant Meeting and whether or not voting.

This Notice is given by Barclays Bank PLC. Covered Bondholders should contact the following for further information:

The Solicitation Agent

Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB United Kingdom (Attention: Liability Management Group, Telephone: +44 203 134 8515, Email: eu.lm@barclays.com)

Tabulation Agent

Lucid Issuer Services Limited (Attention: Victor Parzyjagla/Thomas Choquet, Telephone: +44 20 7704 0880, Email: barclays@lucid-is.com)

Dated: 16 October 2015