Notice of Substitution of Issuer

BARCLAYS BANK PLC1 Churchill Place, London E14 5HP

(the Current Issuer)

BARCLAYS BANK UK PLC

1 Churchill Place, London E14 5HP

(the New Issuer)

NOTICE OF SUBSTITUTION OF ISSUER

Barclays Bank PLC £3,054,000,000 Covered Bond Issuance unconditionally and irrevocably guaranteed as to payments by Barclays Covered Bond Funding LLP (the LACB Programme)

NOTICE IS HEREBY GIVEN by the Current Issuer that it will be substituted for the New Issuer as the issuer and principal obligor of all covered bonds issued under the LACB Programme, with effect on and from 1 April 2018.

In order to effect ring-fencing, Barclays intends to transfer businesses from the Current Issuer and certain of its subsidiaries to the New Issuer, which are materially those businesses that currently comprise the Barclays UK division (including the related mortgage business).

Holders of Covered Bonds issued under the LACB Programme do not need to take any action for the changes described above to take place. Barclays has obtained approval from the Prudential Regulation Authority and the High Court of England and Wales to complete the restructuring outlined above using a legal process called a Ring-Fencing Transfer Scheme under Part VII of the Financial Services and Markets Act 2000.

The New Issuer is a public limited company registered in England and Wales under number 09740322. The liability of the members of the New Issuer is limited. It has its registered and head office at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number +44 (0)20 7116 1000). The New Issuer was incorporated on 19 August 2015 under the Companies Act 2006. On 15 June 2017, the New Issuer's name was changed from "Barclays UK and Europe PLC" to "Barclays Bank UK PLC".

The Covered Bonds in issue pursuant to the LACB Programme and listed on the Irish Stock Exchange which are currently issued by the Current Issuer and for which the New Issuer will become the issuer are set out below:

Series 2009-1 Covered Bonds (ISIN: XS0464226355)

Series 2009-2 Covered Bonds ( ISIN: XS0464228724)

Series 2009-3 Covered Bonds (ISIN: XS0464229706)

Series 2009-4 Covered Bonds (ISIN: XS0464230464)

Series 2009-5 Covered Bonds (ISIN: XS0464231355)

Series 2009-6 Covered Bonds (ISIN: XS0464232080)

This Notice is given on 23 March 2018 by:

BARCLAYS BANK PLC

1 Churchill Place

London E14 5HP

BARCLAYS BANK UK PLC

1 Churchill Place

London E14 5HP

Enquiries:

Fiona Chan

Barclays Bank UK PLC

1 Churchill Place

London E14 5HP

Tel: 0207 116 1000

Email: [email protected]

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange