Notice to Covered Bondholders

NOTICE TO COVERED BONDHOLDERS

BARCLAYS BANK PLC

1 Churchill Place

London E14 5HP

(the "Issuer")

(incorporated with limited liability in England and Wales with registered number 1026167)

€35 billion Global Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments of interest and principal by BARCLAYS COVERED BONDS LLP

(the "Programme")

NOTICE OF SERIES 2012-1, SERIES 2014-1 AND SERIES 2015-1 COVERED BOND SWAP NOVATIONS

to the holders of the outstanding Covered Bonds

1. definitions

1.1 Capitalised terms used herein but not otherwise defined shall have the same meaning given to them in the master definitions schedule dated 18 December 2007 between, inter alios, the Issuer, Barclays Covered Bonds LLP (the "LLP") and the Citicorp Trustee Company Limited, as from time to time amended, varied, novated or supplemented (the "Master Definitions Schedule").

2. NOVATION OF SERIES 2012-1, SERIES 2014-1 AND SERIES 2015-1 COVERED BOND SWAP

2.1 With effect from 13 July 2015, Barclays Bank PLC and the LLP have entered into ISDA Novation Agreements (the "Novation Agreements") with National Bank of Abu Dhabi PJSC ("NBAD") pursuant to which the role of Covered Bond Swap Provider with respect to each of:

2.1.1 the Series 2012-1 £1,000,000,000 4.25 per cent. Covered Bonds due 2022 (the "Series 2012-1 Covered Bonds");

2.1.2 the Series 2014-1 £1,500,000,000 Floating Rate Covered Bonds due 2017 (the "Series 2014-1 Covered Bonds"); and

2.1.3 the Series 2015-1 £1,000,000,000 Floating Rate Covered Bonds due 2018 (the "Series 2015-1 Covered Bonds", and together with the Series 2012-1 Covered Bonds and the Series 2014-1 Covered Bonds, the "Relevant Covered Bonds"),

has been novated from Barclays Bank PLC to NBAD (the "Covered Bond Swap Novations"). 

2.2 In consequence of the Covered Bond Swap Novations, with effect from 13 July 2015 the LLP has entered into new covered bond swap agreements in respect of each series of the Relevant Covered Bonds (the "New Covered Bond Swap Agreements") with NBAD as Covered Bond Swap Provider.

3. agreements available for inspection

3.1 Copies of the Novation Agreements and the New Covered Bond Swap Agreements will be available for inspection at the specified office of the Issuer set out at paragraph 4 below with effect from 13 July 2015 and at the specified office of the Paying Agent, currently located at Citigroup Centre, Canada Square, London, E14 5LB, United Kingdom.

4. FURTHER INFORMATION

For further information regarding the matters set out in this notice, please contact:

Barclays Treasury

1 Churchill Place

London E14 5HP

This notice does not constitute or form part of any offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.

Dated: 17 July 2015