In the High Court of Justice

Business and Property Courts of England and Wales (Claim No. FS-2017-000002)

Financial Services and Regulatory List

In the matter of BARCLAYS BANK PLC

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In the matter of WOOLWICH PLAN MANAGERS LIMITED

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In the matter of THE FINANCIAL SERVICES AND MARKETS ACT 2000

Capitalised terms in this notice have the meaning given to them in the ring-fencing transfer scheme document (hereinafter referred to as the “Scheme Document”) unless stated otherwise.

NOTICE IS HEREBY GIVEN that application has been made by a Claim Form dated 1 November 2017 (the “Application”) to Her Majesty’s High Court of Justice (the “Court”) (located in the United Kingdom) by the above-named Barclays Bank PLC (“BBPLC”) and Woolwich Plan Managers Limited (“WPML”) for:

1. the sanction of the Court under Part VII of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) to a ring-fencing transfer scheme (the “Scheme”) providing for the:

(A) transfer of BBPLC’s UK retail banking operations and parts of its business banking operations, including deposit-taking, mortgage lending, payment cards and digital payment solutions, personal loans, corporate banking for smaller businesses and certain loans to larger corporate banking customers, including certain syndicated and syndicatable loans, investment advisory and wealth management businesses (as described more fully in the definition of Transferring BUK Businesses in the Scheme Document) to Barclays Bank UK PLC (“BBUKPLC”), including the transfer of certain assets and liabilities in respect of:

(i) BBPLC’s “Personal Banking” business;

(ii) certain parts of BBPLC’s “Barclaycard” business;

(iii) certain parts of BBPLC’s “Corporate and Business Banking” business;

(iv) certain parts of BBPLC’s “Wealth and Investments” businesses;

(v) certain of BBPLC’s internal capital instruments, secured funding arrangements, liquidity pool assets, and hedging and securities lending agreements in respect of the Transferring BUK Businesses (as described more fully in the definition of BUK Treasury Items in the Scheme Document);

(vi) the participation of BBPLC in various financial market infrastructures and payment schemes in respect of the Transferring BUK Businesses (as described more fully in the definitions of BUK FMI Items and Transferring BUK Payment Schemes in the Scheme Document);

(vii) certain of BBPLC’s third party supplier arrangements;

(viii) certain security interests granted in favour of BBPLC to BBUKPLC (as described more fully in the definition of BUK Security Interest in the Scheme Document); and

(ix) the benefit of certain guarantees granted to BBPLC (as described more fully in the definition of Relevant Guarantees in the Scheme Document);

(B) transfer of certain parts of BBPLC’s and WPML’s UK wealth management businesses, including in respect of agency dealing and execution services for customers and the associated safeguarding of their assets, and the roles of WMPL as plan manager, administrator and/or trustee in respect of certain structured products and investment accounts (as described more fully in the definition of Transferring BISL Businesses in the Scheme Document) to Barclays Investment Solutions Limited (“BISL”);

(C) transfer of certain security interests granted in favour of BBPLC to Barclays Security Trustee Limited (the “Security Trustee”) to be held on trust by the Security Trustee for BBUKPLC and BBPLC, as applicable, as beneficiaries of the relevant security interest(s) (as described more fully in the definition of Security Trust Security Interests in the Scheme Document); and

(D) making of consequential amendments to certain contractual terms and conditions to give effect to the transfers contemplated by the Scheme.

2. any such order as may be required under section 112(1)(d) of FSMA with respect to such incidental, consequential and supplementary matters as are necessary to secure that the Scheme is fully and effectively carried out, including the transfer of:

(A) the BBUKPLC Shares from BBPLC to Barclays PLC; and

(B) the transfer of certain of BBPLC’s third party supplier arrangements and related operations (as described more fully in the definitions of ServCo Operations and ServCo Contracts in the Scheme Document) in the UK to Barclays Services Limited (“ServCo”), and consequential amendments to certain ServCo Contracts.

The purposes of the Scheme include:

(A) to transfer any Deposits that are intended or expected to be Core Deposits (as defined in the Scheme Document) to BBUKPLC and thereby enable BBUKPLC to carry on ring-fencing activities in accordance with ring-fencing requirements set out in primary and secondary legislation, PRA Rules and PRA Supervisory Statements (the “ring-fencing provisions”);

(B) to facilitate BBPLC in not accepting Core Deposits after 31 December 2018;

(C) to enable investment services (including agency dealing services and the safeguarding of customer assets) to be provided to BBUKPLC customers (as well as to certain BBPLC customers) from a wholly owned subsidiary of BBUKPLC (BISL), whilst ensuring that BBUKPLC does not provide such services (and as a result will not carry on Excluded Activities or Prohibited Activities (each as defined in the Scheme Document) occasionally incidental to the provision of such services); and

(D) to transfer legal title to certain security interests to the Security Trustee, thereby enabling BBUKPLC to enforce such security independently of BBPLC, in compliance with the ring-fencing provisions.

The Scheme will amend certain terms and conditions due to the structural changes being made, to meet ring-fencing requirements. An example of this is changing references in customer agreements from BBPLC to BBUKPLC. This is to ensure customer and client contractual relationships continue to work in light of our new structure and to comply with ring-fencing requirements. Further information on the changes is described in the section entitled “How does this affect me?” of Barclays' ring-fencing website, found at home.barclays/ring-fencing-explained.

A copy of the Scheme Document, a copy of the scheme report and a summary of each of the Scheme Document and scheme report are available free of charge on our website at home.barclays/ring-fencing-explained, by request in branch, via your regular Barclays contact point or by contacting Barclays Bank PLC at 1 Churchill Place, London E14 5HP, UK or by contacting Slaughter and May at One Bunhill Row, London, EC1Y 8YY, UK.

The Application is directed to be heard before a Judge of the Business and Property Courts of England and Wales at the Rolls Building, Royal Courts of Justice, London, EC4A 1NL, UK on 26 and 27 February 2018. If you have any queries or concerns about the Scheme, please contact Barclays directly in one of the following ways: complete an online form, the link to which is available in the section entitled “How does this affect me?” of Barclays' ring-fencing website, found at home.barclays/ring-fencing-explained; please select the relevant option from the list provided to access a link to the online form. Alternatively, please call your telephone banking team on the usual number, or write to us at Barclays, Leicester, LE87 2BB, UK.

Alternatively, please contact Barclays in a Barclays branch, or (where applicable) speak to your regular Barclays contact. So that we can consider and address any information requests or concerns that you might have, please contact us by 5 p.m. GMT on 26 January 2018.

If you think that you may be adversely affected by the Scheme, you have the right to object to the Scheme and to have your objection heard by the Court. For guidance on preparing and filing a written statement of the representations which you wish the Court to consider, please visit our website at home.barclays/ring-fencing-explained.

Dated 1 December 2017.