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INTRODUCTION

Opinion Documents

Defined Terms

Terms defined or given a particular construction in the Indenture shall have the same meaning in this Opinion unless a contrary indication appears.

Headings in this Opinion are for ease of reference only and shall not affect its interpretation.

All references in this Opinion to paragraphs mean paragraphs in this Opinion.

Legal Review

we have reviewed the documents referred to in paragraph 1 of Schedule 1 (Documents and Enquiries) and completed the searches and enquiries referred to in paragraph 2 of Schedule 1 (Documents and Enquiries) and any references to such documents in this Opinion are to those documents as originally executed. Certain of such documents have been executed using the cloud based electronic signing platform owned and run by DocuSign Inc.;

we have not verified the facts or the reasonableness of any statements (including statements as to foreign law) contained in the Indenture or the Prospectus, save as expressly specified in paragraph 2.6 (Taxation statements in the Prospectus Supplement);

we have not been responsible for ensuring that the Prospectus contains all material facts; and

we have not been responsible for ensuring that the Prospectus or the Form 6-K comply with the requirements of any competent authority.

Applicable Law

Taxation

Assumptions and Reservations

OPINION

Corporate Existence

Authorisation

Execution

Legal, valid, binding and enforceable obligations

Subordination

Taxation statements in the Prospectus Supplement

ADDRESSEES AND PURPOSE

The scope and content of this Opinion solely have regard to the interests of the Issuer in accordance with its instructions. This Opinion is provided in connection with the filing of the Form 6-K and is addressed to and is solely for the Issuer and it may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save as provided below.

We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 6-K to be incorporated by reference into the Form F-3 Registration Statement filed with the SEC on 1 March 2021, and the reference to us under the headings “Service of Process and Enforcement of Liabilities” and “Validity of Securities” in the Base Prospectus and under the heading “Validity of Securities” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder.

DOCUMENTS

The prospectus dated 1 March 2021 relating to, inter alia, the Securities (the “Base Prospectus”).

The prospectus supplement dated 27 February 2023 relating to the Securities (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

The final form of the Form 6-K expected to be filed with the SEC on 6 March 2023 relating to the Securities (the “Form 6-K”).

A copy of the Base Indenture.

A copy of the Supplemental Indenture.

A copy of the global security representing the Securities dated 6 March 2023 (the “Global Security”).

A copy of the certificate of incorporation of the Issuer dated 20 July 1896.

A copy of the Barclays Bank Act 1984.

A copy of the certificate of incorporation on re-registration of the Issuer dated 15 February 1982.

A copy of the certificate of incorporation on change of name of the Issuer dated 1 January 1985.

A copy of the articles of association of the Issuer as adopted by special resolution passed on 5 May 2021, certified a true copy by Kathryn Roberts.

A copy of the extracts from the minutes of a meeting of the board of directors of the Issuer held on 15 December 2016, certified a true copy by Patrick Gonsalves (the “2016 Resolutions”).

A copy of the extracts from the minutes of a meeting of the board of directors of the Issuer held on 28 March 2018, certified a true copy by Gemma Tremlett (the “2018 Resolutions”).

A copy of the approval of the Group Finance Director of the Issuer dated 20 February 2018, certified a true copy by Sophie Lukaszewski.

A copy of the approval of the Group Finance Director of the Issuer dated 24 February 2021, certified a true copy by Sophie Lukaszewski.

A copy of the addendum to the approval of the Group Finance Director of the Issuer dated 1 March 2022, certified a true copy by Renu Badiani.

A copy of the Confirmation of an Authorised Officer of the Issuer dated 2 March 2023.

A copy of the power of attorney granted by the Issuer dated 15 June 2018, in favour of each of Miray Muminoglu, Timothy Allen, Stuart Frith and Daniel David.

A copy of the power of attorney granted by the Issuer dated 30 March 2020, in favour of Miray Muminoglu and Stuart Frith.

A copy of the power of attorney granted by the Issuer dated 23 November 2022, in favour of Daniel Fairclough, Stuart Frith, Suzanna Harding and Nathan James.

The notice of the annual general meeting of the shareholders of the Issuer dated 22 March 2022 and the results of the polls on the resolutions proposed at such annual general meeting announced by the Issuer on 4 May 2022, approving, inter alia, the allotment of shares and equity securities and the allotment of equity securities for cash other than on a pro-rata basis (the “2022 Shareholders Resolution” and, together with the special resolution referred to in paragraph (k) above, the “Shareholders Resolutions”).

SEARCHES AND ENQUIRIES

A search was conducted with the Registrar of Companies in respect of the Issuer on 6 March 2023.

An enquiry by telephone was made at the Central Index of Winding Up Petitions at the Insolvency and Companies List in London at 10:01 a.m. on 6 March 2023 with respect to the Issuer.

ORIGINAL AND GENUINE DOCUMENTATION

All signatures (including any electronic signatures), stamps and seals are genuine, all original documents are authentic, all deeds and counterparts were executed in single physical form and all copy documents supplied to us as photocopies or in portable document format (PDF) or other electronic form are genuine, accurate, complete and conform to the originals.

The person whose name and signature appears in the signature block of the Supplemental Indenture and/or the Global Security is the person who signed the Supplemental Indenture and/or the Global Security.

“sign” or “signed” means, in relation to the Supplemental Indenture and/or the Global Security executed with an electronic signature, the process by which the signatory has applied such electronic signature to the Supplemental Indenture and/or the Global Security; and

“electronic signature” means the signature in electronic form applied to the Supplemental Indenture and/or the Global Security that is intended by the signatory to take effect as their signature including, without limitation, an image of the signatory’s handwritten signature, the typed name of the signatory, a signature generated by the signatory with a stylus on a touch pad or screen and any signature created by the signatory in accordance with the processes of an electronic signing platform.

The copies of the certificate of incorporation, certificate of incorporation on change of name, certificate of re-registration and articles of association of the Issuer provided to us are accurate and complete as of the date of this Opinion and the member(s) of the Issuer have not given any directions or passed any resolutions that would affect the matters addressed in this Opinion.

CORPORATE AUTHORITY

In resolving to create and issue the Securities and to enter into the Indenture the directors and the Group Finance Director of the Issuer acted in good faith to promote the success of the Issuer for the benefit of its members and in accordance with any other duty.

Each director of the Issuer has disclosed any interest which he or she may have in the issue of the Securities in accordance with the provisions of the Companies Act 2006 and the Issuer’s articles of association and none of the directors has any interest in the issue of the Securities except to the extent permitted by the Issuer’s articles of association.

The 2016 Resolutions and the 2018 Resolutions were duly passed at properly constituted and quorate meetings of duly appointed directors of the Issuer and have not been amended or rescinded and are in full force and effect.

The approvals by the Group Finance Director of the Issuer and the Confirmation of an Authorised Officer of the Issuer, each of which is referred to in Schedule 1 (Documents and Enquiries), have not been amended or rescinded and are in full force and effect.

The Shareholders Resolutions were duly passed at a properly convened and quorate meeting of the shareholders of the Issuer and in all cases have not been amended or rescinded and are in full force and effect.

The extracts from the minutes referred to in Schedule 1 (Documents and Enquiries) are true records of the proceedings at the meetings of the board of directors of the Issuer.

The Shareholders Resolutions are true records of the proceedings at the meeting of the shareholders of the Issuer.

Since 8 August 2022, the Issuer has not issued any ECNs (as defined in the 2022 Shareholders Resolutions).

That, as at 20 February 2018, 24 February 2021 and 1 March 2022, Tushar Morzaria was duly appointed as Group Finance Director of the Issuer, as at 14 August 2018, Tim Allen was duly appointed as Director in the Capital Markets Execution team of Barclays Treasury, as at 12 August 2020 and 1 March 2021, Miray Muminoglu was duly appointed as Managing Director in the Capital Markets Execution team of Group Treasury, as at 6 March 2023, Stuart Frith was duly appointed as Director in the Capital Markets Execution team of Group Treasury and as at 2 March 2023 and 6 March 2023, Daniel Fairclough was duly appointed as an Authorised Officer (as defined in the 2018 Resolutions) and as Managing Director in Group Treasury.

The person, if other than the person whose signature it purports to be, who attached any electronic signature to any of the documents listed in Schedule 1 (Documents and Enquiries) on behalf of another person, had the authority of the latter person to do so.

Any relevant power of attorney granted by the Issuer referred to in Schedule 1 (Documents and Enquiries) had not been revoked and was in full force and effect at the time of execution of the Indenture and/or the Global Security, as applicable.

The Conversion Shares will be delivered in accordance with the terms of the Indenture.

CORPORATE CAPACITY OF THE PARTIES OTHER THAN THE ISSUER

EXECUTION OF INDENTURE AND SECURITIES

Each party to the Indenture (other than the Issuer) has duly executed and delivered the Indenture.

The terms of the Indenture have been complied with and the Indenture and the Global Security have each been duly executed and delivered in accordance with the laws of the State of New York.

DOCUMENTS NOT GOVERNED BY ENGLISH LAW

The obligations expressed to be assumed by the Issuer under the Indenture and the Securities constitute the Issuer’s legal, valid, binding and enforceable obligations under the laws of the State of New York (other than the obligations under Section 12.01 of the Base Indenture) and words and phrases used in the Indenture and the Securities have the same meaning and effect as they would if the Indenture and the Securities were governed by English law.

The submission to the jurisdiction of any state or federal court in the City and State of New York or in the Borough of Manhattan, the City of New York by the Issuer contained in the Indenture and the Securities, as applicable, is legal, valid and binding under the laws of the State of New York.

The choice of the laws of the State of New York to govern the Indenture and the Securities is a valid choice under the laws of the State of New York.

OTHER DOCUMENTS

TAX MATTERS

The Issuer is resident only in the United Kingdom for United Kingdom tax purposes.

A valid election has been made in respect of the Securities pursuant to section 475C of the Corporation Tax Act 2009 which has taken effect, and the Securities will constitute “hybrid capital instruments” within the meaning of that section.

The Securities are not issued by the Issuer directly or indirectly in consequence of, or otherwise in connection with, any arrangements which have the main purpose, or a main purpose, of securing a tax advantage (within the meaning given in Section 1139 of the Corporation Tax Act 2010) for the Issuer or any other person.

Any provision of the Securities for (i) the alteration of the amount of debt or (ii) for the creditor to receive anything other than interest or repayment of the debt is limited to where (1) there is a material risk of the debtor being unable to pay its debts as they fall due, (2) the value of the debtor’s liabilities exceeds its assets or (3) the provision is required to comply with regulatory or other legal requirements.

Conversion Shares are not issued to a person of the kind referred on in section 93(2) or (3) (depositary receipts) or 96(1) (clearance services) of the Finance Act 1986.

SEARCHES AND ENQUIRIES

ENFORCEABILITY OF CLAIMS

the opinion set out in paragraph 2.5 (Subordination) of this Opinion is subject to any limitations arising from (i) insolvency, liquidation, bankruptcy, administration, moratorium, reorganisation and similar laws, (ii) any reconstruction, arrangement or compromise and (iii) any other laws relating to or affecting the rights of creditors or any class of creditors;

the power of an English court to order specific performance of an obligation or any other equitable remedy is discretionary and, accordingly, an English court might make an award of damages where specific performance of an obligation or any other equitable remedy is sought;

where any person is vested with a discretion or may determine a matter in its opinion, that person may be required to exercise its discretion in good faith, reasonably and for a proper purpose, and to form its opinion in good faith and on reasonable grounds;

enforcement may be limited by the provisions of English law applicable to an agreement held to have been frustrated by events happening after its execution;

proceedings to enforce a claim may become barred under the Limitation Act 1980 or the Foreign Limitation Periods Act 1984 or may be or become subject to a defence of set-off or counterclaim;

a party to a contract may be able to avoid its obligations under that contract (and may have other remedies) where it has been induced to enter into that contract by a misrepresentation or where there has been any bribe or other corrupt or illegal conduct and the English courts will generally not enforce an obligation if there has been fraud; and

any provision to the effect that any calculation, determination or certification is to be conclusive and binding may not be effective if such calculation, determination or certification is fraudulent, arbitrary or manifestly incorrect and an English court may regard any certification, determination or calculation as no more than prima facie evidence.

GOVERNING LAW

The English courts may refuse to apply a provision of the laws of the State of New York if application of that provision of the laws of the State of New York would be manifestly incompatible with English public policy.

The parties’ choice of the laws of the State of New York as the governing law of the Indenture and the Securities does not restrict the English courts from applying the overriding mandatory provisions of English law.

We express no opinion on the binding effect of the choice of law provisions in the Indenture and the Securities insofar as they relate to non-contractual obligations arising out of or in connection with the Indenture and the Securities.

JURISDICTION

ENFORCEMENT OF FOREIGN JUDGMENT

There are no reciprocal arrangements in force between the United States of America and the United Kingdom for the recognition or enforcement of judgments. Accordingly, a judgment by any state or federal court in the City and State of New York is not enforceable directly in England but may be recognised and enforced by the English courts according to common law principles. A judgment by those courts will not be enforced by the English courts if:

the proceedings in which the judgment was given were opposed to natural justice;

the judgment was obtained by fraud;

the enforcement of the judgment would be contrary to English public policy;

an order has been made and remains effective under section 9 of the Foreign Judgments (Reciprocal Enforcement) Act 1933 applying that section to judgments of those courts;

before the date on which those courts gave judgment, the matter in dispute had been the subject of a final judgment of another court having jurisdiction whose judgment is enforceable in England;

the judgment is for multiple damages within the meaning of section 5(3) of the Protection of Trading Interests Act 1980;

the judgment is based on a rule of law specified by the Secretary of State under section 5(4) of the Protection of Trading Interests Act 1980 as concerned with the prohibition of restrictive trade practices;

the judgment is on a claim for contribution in respect of damages awarded by a judgment falling within (vi) or (vii) above;

the judgment is based on foreign measures which the Secretary of State specifies as regulating and controlling international trade and which, in so far as they apply to persons carrying on business in the United Kingdom, are damaging or threaten to damage the trading interests of the United Kingdom; or

the bringing of proceedings in those courts was contrary to an agreement under which the dispute in question was to be settled otherwise than by proceedings in those courts.

If the English court gives judgment for the sum payable under a judgment of the state or federal courts in the City and State of New York, the English judgment would be enforceable by the methods generally available for the enforcement of English judgments. These give the court a discretion whether to allow enforcement by any particular method, taking into account all relevant circumstances. In addition, it may not be possible to obtain an English judgment or the court may not exercise its discretion to enforce any English judgment if the judgment debtor is subject to any insolvency or similar proceedings, if there is a delay, if an appeal is pending or anticipated against the English judgment in England or against the foreign judgment in the state or federal courts in the City and State of New York or if the judgment debtor has any set-off or counterclaim against the judgment creditor.

CHOICE OF LAW

DEFAULT INTEREST AND INDEMNITIES BETWEEN PARTIES

Any provision of the Securities or the Indenture requiring any person to pay amounts imposed in circumstances of breach or default may be held to be unenforceable on the grounds that it is a penalty. If the Indenture or the Securities do not provide a contractual remedy for late payment of any amount payable thereunder that is a substantial remedy within the meaning of the Late Payment of Commercial Debts (Interest) Act 1998 as amended the person entitled to that amount may have a right to statutory interest (and to payment of certain fixed sums) in respect of that late payment at the rate (and in the amount) from time to time prescribed pursuant to that Act. Any term of the Indenture or the Securities may be void to the extent that it excludes or varies that right to statutory interest, or purports to confer a contractual right to interest that is not a substantial remedy for late payment of that amount, within the meaning of that Act. We express no opinion as to whether any such provisions in the Indenture or the Securities do in fact constitute a “substantial remedy” in compliance with the conditions set out in Section 9 of such Act.

There is some possibility that an English court would hold that a judgment on the Indenture or the Securities, whether given in an English court or elsewhere, would supersede the Indenture or the Securities, so that any obligations relating to the payment of interest after the judgment or any currency indemnities would not be held to survive the judgment.

Any undertaking or indemnity in relation to stamp duties may be void under the provisions of Section 117 of the Stamp Act 1891.

An English court may in its discretion decline to give effect to any provision for the payment of legal costs incurred by a litigant.

BANKING ACT 2009

OTHER QUALIFICATIONS

The effectiveness of any provision of any agreement or instrument which allows an invalid provision to be severed in order to save the remainder of its provisions will be determined by the English courts in their discretion.

In some circumstances an English court may terminate or suspend proceedings commenced before it and an English court may be prevented from adjudicating upon a particular claim or issue if this would be inconsistent with the judgment of a foreign court binding upon the parties, being a judgment entitled to recognition in England and Wales.

Any provision in the Indenture or the Securities which confers, purports to confer or waives a right of set-off or similar right may be ineffective against a liquidator or creditor.

The opinions expressed in this Opinion are subject to the effects of any United Kingdom sanctions or other similar measures implemented by or effective in the United Kingdom with respect to any person to whom such sanctions or other similar measures apply or is otherwise the target of any such sanctions or other similar measures.

TAXATION STATEMENTS

We give no confirmation as to any section of the Prospectus other than the confirmation set out in paragraph 2.6 (Taxation statements in the Prospectus Supplement); and

The confirmation is given solely on the basis set out in paragraph 2.6 (Taxation statements in the Prospectus Supplement) and in particular takes into account the disclaimers and qualifications which are applied to those statements in the Prospectus Supplement and is limited to matters governed by English law, the tax law of the United Kingdom and HMRC’s published practice in force or applied in the United Kingdom as at today’s date.