Exhibit No. 1 | Director/PDMR Shareholding dated 01 October 2015 |
Exhibit No. 2 | Total Voting Rights dated 01 October 2015 |
Exhibit No. 3 |
Announcement of Covered Bond Consent Solicitations dated 16 October 2015
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Exhibit No. 4 | Notice of Seperate covered Bond holder meetings dated 16 October 2015 |
Exhibit No. 5 | Notice to Covered Bondholders dated 27 October 2015 |
Exhibit No. 6 | Publication of Prospectus dated 30 October 2015 |
Exhibit No. 7 | Total Voting Rights dated 02 November 2015 |
Exhibit No. 8 | Proposed acquisition of Visa Europe Ld by Visa Inc dated 02 November 2015 |
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1. The reinvestment of an interim dividend for the year ending 31 December 2015 in Shares on behalf of PDMRs by an independent nominee, the Barclays Global Shareplans Nominee Limited.
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2. The allocation of Shares to PDMRs representing the quarterly payment of the role based pay1 component of their fixed remuneration, for the three months to 30 September 2015.
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PDMR
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No. of Shares received
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Shares deducted to cover tax liabilities2
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Share Price
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Balance of Shares
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T Morzaria
- Reinvestment
- Role based pay
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2,318
76,191
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-
35,810
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£2.482
£2.461
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883,698
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M Harte
- Reinvestment
- Role based pay
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1,481
71,111
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-
33,423
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£2.482
£2.461
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B Hoyt
- Reinvestment
- Role based pay
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1,462
121,906
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-
57,296
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£2.482
£2.461
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T King
- Reinvestment
- Role based pay
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444
261,071
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-
134,635
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£2.482
£2.461
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R Le Blanc
- Reinvestment
- Role based pay
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3,094
152,382
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-
71,620
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£2.482
£2.461
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I McDermott Brown
- Reinvestment
- Role based pay
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238
40,635
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-
19,099
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£2.482
£2.461
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J Moulds
- Role based pay
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71,111
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33,423
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£2.461
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T Roberts
- Reinvestment
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297
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-
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£2.482
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M Roemer
- Reinvestment
- Role based pay
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278
45,714
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-
21,486
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£2.482
£2.461
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A Sajed
- Reinvestment
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164
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-
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£2.482
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A Vaswani
- Reinvestment
- Role based pay
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646
91,429
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-
42,972
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£2.482
£2.461
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Investor Relations
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Media Relations
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Kathryn McLeland
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Will Bowen
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+44 (0)207 116 4943
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+44 (0)203 134 7744
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ISIN / Common Code
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Outstanding principal amount
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EUR 2,000,000,000 Series 2009-1 4.00 per cent. Covered Bonds due 2019
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XS0456178580 / 045617858
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EUR 2,000,000,000
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EUR 1,300,000,000 Series 2010-2 4.25 per cent. Covered Bonds due 2022
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XS0491009659 / 049100965
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EUR 1,273,500,0001
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EUR 1,000,000,000 Series 2011-1 4.00 per cent. Covered Bonds due 2021
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XS0576797947 / 057679794
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EUR 1,000,000,000
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EUR 1,500,000,000 Series 2011-2 3.625 per cent. Covered Bonds due 2016
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XS0616754007 / 061675400
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EUR 1,500,000,000
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1.
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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.
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(i) to modify the terms and conditions of the relevant Series to provide that, instead of being "hard bullet" Covered Bonds, the Covered Bonds of such Series will instead become "soft bullet" Covered Bonds with an Extended Due for Payment Date, as further described in the Consent Solicitation Memorandum; and
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(ii) the consequential modification of the Swap Agreement (as defined in the Consent Solicitation Memorandum) applicable to the relevant Series,
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(together, the "Proposed Amendments").
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Event
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Times and Dates
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Announcement of Consent Solicitations
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16 October
2015
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Early Instruction Deadline
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4.00 p.m. (London time) on
30 October
2015
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Expiration Deadline
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4.00 p.m. (London time) on
5 November
2015
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Meetings
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From 10.00 a.m. (London time) on
9 November
2015
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Announcement of results of Meetings
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As soon as reasonably practicable after the Meetings
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Payment Date
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No later than the fifth Business Day immediately following the applicable Meeting at which the Extraordinary Resolution is passed for the relevant Series
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SOLICITATION AGENT
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Barclays Bank PLC
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5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 203 134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
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Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
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Telephone:
+44 20 7704 0880
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Attention: Victor Parzyjagla/Thomas Choquet
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Email: barclays@lucid-is.com
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ISIN / Common Code
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Outstanding principal amount
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EUR 2,000,000,000 Series 2009-1 4.00 per cent. Covered Bonds due 2019
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XS0456178580 / 045617858
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EUR 2,000,000,000
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EUR 1,300,000,000 Series 2010-2 4.25 per cent. Covered Bonds due 2022
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XS0491009659 / 049100965
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EUR 1,273,500,0001
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EUR 1,000,000,000 Series 2011-1 4.00 per cent. Covered Bonds due 2021
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XS0576797947 / 057679794
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EUR 1,000,000,000
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EUR 1,500,000,000 Series 2011-2 3.625 per cent. Covered Bonds due 2016
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XS0616754007 / 061675400
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EUR 1,500,000,000
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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.
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1. assents to:
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(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
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(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);
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2. authorises, directs, requests and empowers:
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(i) he 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"):
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(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
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(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")
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(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; |
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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; |
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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; |
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5. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:
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1.assents to:
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(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 Dates (or, if earlier, the date on which the Series 2010-2 Covered Bonds are redeemed in full) payables 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 |
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(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); |
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2. authorises, directs, requests and empowers:
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(a)
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(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);
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(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
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(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
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(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;
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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;
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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;
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5.acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:
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1. assents to:
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(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
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(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);
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2. authorises, directs, requests and empowers:
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(a)
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(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 "):
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(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 "),
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(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 "
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Amended and Restated Swap Confirmation"),
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(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;
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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;
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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;
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5.acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:
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1. assents to:
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(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
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(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);
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2. authorises, directs, requests and empowers:
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(a)
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(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 "):
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(iii)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"):
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(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")
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(b)
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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;
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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;
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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;
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5. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:
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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.
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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.
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(i) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and
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(ii)
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(A) in respect of voting certificate(s), the surrender to the relevant Paying Agent of such voting certificate(s); or
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(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. |
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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.
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4. Every question submitted to a Meeting shall be decided in the first instance by a show of hands.
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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.
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1. DEFINITIONS
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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").
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2. NOVATION OF SERIES 2010-4 COVERED BOND SWAP
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2.1 With effect from 27 October 2015, Barclays Bank PLC and the LLP have entered into a ISDA Novation Agreement (the "Novation Agreement") with National Australia Bank Limited ("NAB") pursuant to which the role of Covered Bond Swap Provider with respect to the Series 2010-4 N Covered Bonds (the "Series 2010-4 Covered Bonds") has been novated from Barclays Bank PLC to NAB (the "Covered Bond Swap Novation").
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2.2 In consequence of the Covered Bond Swap Novation, with effect from 27 October 2015 the LLP has entered into a new covered bond swap agreement in respect of the Series 2010-4 Covered Bonds (the "New Covered Bond Swap Agreement") with NAB as Covered Bond Swap Provider.
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3. AGREEMENTS AVAILABLE FOR INSPECTION
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3.1 Copies of the Novation Agreement and the New Covered Bond Swap Agreement will be available for inspection at the specified office of the Issuer set out at paragraph 4 below with effect from 27 October 2015 and at the specified office of the Paying Agent, currently located at Citigroup Centre, Canada Square, London, E14 5LB, United Kingdom.
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4. FURTHER INFORMATION
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Investor Relations
Kathryn McLeland
+44 (0) 20 7116 4943
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Media Relations
Archana Achuthan
+ 44 (0) 20 7116 4755
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