SECURITIES NOTE RELATING TO GSSP PREFERENCE SHARE LINKED BASE PROSPECTUS

BARCLAYS BANK IRELAND PLC

(Incorporated with limited liability in Ireland)

Legal Entity Identifier (LEI): 2G5BKIC2CB69PRJH1W31

Pursuant to the Global Structured Securities Programme

What is this document?

This securities note (the "Securities Note" or the "Document"), together with the Registration Document (as described below), constitutes a base prospectus drawn up as separate documents (the "Base Prospectus") for the purposes of Article 8 of Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). The Base Prospectus is one of a number of base prospectuses of Barclays Bank Ireland PLC (the "Issuer") which relate to the Issuer's Global Structured Securities Programme (the "Programme"). The Base Prospectus (as may be supplemented from time to time) is valid for 12 months after its approval and will expire on 21 June 2025. The obligation to supplement a prospectus in the event of any significant new factor, material mistake or material inaccuracy relating to the information included in it does not apply when the prospectus is no longer valid.

What is the Registration Document?

The Issuer's registration document 3/2024 dated 7 June 2024, as may be supplemented from time to time, the "Registration Document") has been approved by the Central Bank of Ireland pursuant to the EU Prospectus Regulation. The Registration Document provides a description of the Issuer's business activities as well as certain financial information and material risks faced by the Issuer. The Registration Document and the supplements thereto are available for viewing at: https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/bbi-structured-securities-prospectuses/.

Who is the Issuer?

The Issuer of the Securities is Barclays Bank Ireland PLC. The payment of principal due under the Securities is subject to the Issuer's financial position and its ability to meet its obligations.

The legal entity identifier ("LEI") in respect of the Issuer is 2G5BKIC2CB69PRJH1W31.

What type of Securities may be offered under this Base Prospectus?

The Base Prospectus relates to the issuance of notes (the "Notes" or "Securities"), which upon maturity will pay a redemption amount that is linked to the change in value of a specified preference share issued by Teal Investments Limited (an "Underlying Preference Share"). The value of the specified preference share may fluctuate up or down depending on the performance of one or more specified reference assets (each an "Underlying Preference Share Reference Asset" and, together with each Underlying Preference Share, an "Underlying Reference Asset(s)"). See also the section called 'Commonly Asked Questions' and, in particular, Commonly Asked Question No. 2 (What type of Securities can be issued under this Base Prospectus?).

The Final Terms will indicate where information relating to the Underlying Preference Share(s) and the Underlying Preference Share Reference Assets is available. Investors should review such information together with the Final Terms and the Base Prospectus.

Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for Securities issued under the Programme during the period of 12 months from the date of the Base Prospectus to be listed on the Official List of Euronext Dublin and admitted to trading on its regulated market.

Securities not falling into the scope of the requirement to be issued under a prospectus in the sense of the Swiss Financial Services Act ("FinSA") (hereinafter referred to as the "FinSA Exempt Securities") may be issued under the Programme, to the extent specified in the Final Terms (as defined below).

The Central Bank of Ireland has not reviewed, nor has it approved any information relating to FinSA Exempt Securities in this Base Prospectus.

How do I use the Base Prospectus?

The Base Prospectus, together with certain other documents listed within, is intended to provide you with information necessary to enable you to make an informed investment decision before purchasing any Securities. Before investing in Securities, you should carefully read this Document (including the documents incorporated by reference within it), the Registration Document and the Final Terms (as described below) in respect of the relevant Securities, including the description of the risks relating to the Securities and to the Issuer.

This Document includes certain information in respect of the Securities together with other general information such as information about the material risks relating to investing in Securities (see 'Risk Factors' below), information on the issuer of the specified preference shares, the general terms and conditions of the specified preference shares and information on selling and transfer restrictions. This Document also contains a list of commonly asked questions and replies (see 'Commonly Asked Questions'). The Registration Document provides a description of the Issuer's business activities as well as certain financial information and material risks faced by the Issuer. See also 'Commonly Asked Questions' and in particular Commonly Asked Question No. 6 (What are the terms and conditions of the Securities?).

What type of reference assets may the Underlying Preference Shares be linked to?

The Underlying Preference Share Reference Asset(s) may be one or more specified equity indices and/or common shares, depositary receipts or exchange-traded funds that are traded on a regulated, regularly operating, recognised open market within the meaning of the Listing Rules of Euronext Dublin, as shall be specified in the Final Terms and Preference Share Confirmation prepared in respect of the relevant issue.

Will the Securities be listed on an exchange?

Securities offered under the Base Prospectus may be listed on the Official List and admitted to trading on the regulated market of the Euronext Dublin, or not listed or traded. The Final Terms prepared in respect of the relevant Securities will specify whether or not the Securities will be listed and traded. See "Listing and admission to trading" below. See also Risk Factor 1.4 (Your Securities may not have an active trading market and the Issuer may not be under any obligation to make a market or repurchase the Securities prior to redemption) and Commonly Asked Question No. 2 (What type of Securities can be issued under this Base Prospectus?) and Commonly Asked Question No. 19 (Will purchasers be able to sell their Securities?) below.

Important Notice

The Securities have not been, and will not be, registered, at any time, under the U.S. Securities Act of 1933. The Securities may not be offered, sold, transferred, pledged, assigned, delivered, exercised or redeemed within the United States or to, or for the account or benefit of, any U.S. person. See also "United States selling restrictions" and "Purchase and Sale" below for further information in respect of restrictions and requirements for the offer, sale and purchase of the Securities.

21 June 2024

2

Important Information

IMPORTANT INFORMATION

THE AMOUNT PAYABLE ON MATURITY OF THE SECURITIES MAY BE LESS THAN THE ORIGINAL INVESTED AMOUNT (AND IN SOME CASES MAY BE ZERO), IN WHICH CASE YOU MAY LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.

FOR ALL SECURITIES, IF ANY ACTION IS TAKEN BY THE RESOLUTION AUTHORITY AGAINST THE ISSUER OR IF THE ISSUER BECOMES INSOLVENT OR BANKRUPT OR OTHERWISE FAILS TO MAKE ITS PAYMENT OBLIGATIONS ON THE SECURITIES, YOU MAY LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.

INVESTING IN SECURITIES INVOLVES CERTAIN RISKS, AND YOU SHOULD FULLY UNDERSTAND THESE BEFORE YOU INVEST. SEE THE SECTION HEADED 'RISK FACTORS' BELOW.

Responsibility

The Issuer accepts responsibility for the information contained in this Securities Note (and for the avoidance of doubt, in the Base Prospectus) and any Final Terms. To the best of the knowledge of the Issuer, the information contained in this Securities Note is in accordance with the facts and this Securities Note makes no omission likely to affect its import.

Regulatory approval

This Securities Note (and for the avoidance of doubt, the Base Prospectus) has been approved by the Central Bank of Ireland as competent authority under the EU Prospectus Regulation. The Central Bank of Ireland only approves the Securities Note as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation.

Such approval should not be considered as an endorsement of the Issuer or the quality of the securities that are the subject of the Base Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

No compensation arrangements

Any failure by the Issuer to make payments due under the Securities would not of itself give rise to any claim for compensation on the grounds of such a failure. You would not have a claim for compensation against the deposit guarantee scheme operated by the Central Bank of Ireland or any other deposit protection insurance scheme or investor compensation scheme. For more information regarding Issuer risk, please see the section headed 'Risk Factors' of the Registration Document.

No investment advice

Neither the Base Prospectus nor any Final Terms is or purports to be investment advice. Unless expressly agreed otherwise with a particular investor, neither the Issuer nor any Manager is acting as an investment adviser, providing advice of any other nature, or assuming any fiduciary obligation to any investor in Securities.

Independent evaluation

Nothing set out or referred to in the Base Prospectus is intended to provide the basis of any credit or other evaluation (except in respect of any purchase of Securities described herein) or should be considered as a recommendation by the Issuer or any Manager that any recipient of the Base Prospectus (or any document referred to herein) should purchase any Securities.

An investor should not purchase the Securities unless they understand the extent of their exposure to potential loss. Investors are urged to read (i) the risks described in the section headed 'Risk Factors' of this Document and (ii) the risks described in the section headed 'Risk Factors' of the Registration Document, together with the other information in the Base Prospectus (including any information incorporated by reference), as supplemented from time to time, and the Final Terms, before investing in the Securities.

3

Important Information

Investors should note that (i) the risks described in the section headed 'Risk Factors' of this Document and (ii) the risks described in the section headed 'Risk Factors' of the Registration Document are not the only risks that the Issuer faces or that may arise because of the nature of the Securities. The Issuer has described only those risks relating to its operations and to the Securities that it considers to be material. There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware.

Given the nature, complexity and risks inherent in the Securities (and investments relating to any Underlying Reference Assets), the Securities may not be suitable for an investor's investment objectives in the light of his or her financial circumstances. Investors should consider seeking independent advice to assist them in determining whether the Securities are a suitable investment for them or to assist them in evaluating the information contained or incorporated by reference into the Base Prospectus or set out in the Final Terms.

You have sole responsibility for the management of your tax and legal affairs including making any applicable filings and payments and complying with any applicable laws and regulations. Neither the Issuer nor any of its Affiliates will provide you with tax or legal advice and you should obtain your own independent tax and legal advice tailored to your individual circumstances. The tax treatment of structured products, such as the Securities, can be complex; the tax treatment applied to an individual depends on their circumstances. The level and basis of taxation may alter during the term of any product.

Amounts due to be paid to you are described on a gross basis, i.e. without calculating any tax liability. The Issuer shall make no deduction for any tax, duty, or other charge unless required by law.

Potential for discretionary determinations by the Issuer and the Determination Agent in respect of the Securities and the issuer and determination agent in respect of the Underlying Preference Share(s), including to adjust the terms and conditions of the Securities or to redeem the Securities early

Under the terms and conditions of the Securities, following the occurrence of certain events in relation to the Issuer, Underlying Preference Share(s), changes in taxation, changes in law, currency disruptions, force majeure or other matters, the Issuer or the Determination Agent may adjust the terms and conditions of the Securities or early redeem the Securities on account of such event. Similarly, the issuer of the Underlying Preference Share(s) and the determination agent in respect of the Underlying Preference Share(s) (which is expected to be an entity of the Barclays Bank Group) have discretionary powers to adjust the terms and conditions of the Underlying Preference Share(s) or to early redeem the Underlying Preference Share(s), following the occurrence of certain events in relation to the Underlying Preference Share Reference Asset(s), the Issuer's hedging arrangements or in respect of other matters. Any exercise of these discretionary powers to adjust the terms and conditions of the Securities and/or Underlying Preference Share(s) or to early redeem the Securities, may have a negative effect on the value of and return on the Securities. See, in particular, 'Risk Factors' - risk factor 6.1 (Risks associated with the exercise of discretionary powers of the Issuer and the Determination Agent in respect of the Securities and the issuer and determination agent in respect of the Underlying Preference Share(s), including to adjust the terms and conditions of the Securities or to redeem the Securities early) below.

Distribution

The distribution or delivery of the Base Prospectus or any Final Terms and any offer or sale of Securities in certain jurisdictions may be restricted by law. The Base Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offering or solicitation. Other than as expressly described in the Base Prospectus, no action is being taken to permit an offering of Securities or the delivery of the Base Prospectus in any jurisdiction. Persons into whose possession the Base Prospectus or any Final Terms come are required by the Issuer to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in the section headed 'Purchase and Sale' of this Document.

United States selling restrictions

In relation to Securities which are being offered and sold outside the United States in reliance on Regulation S only, there are restrictions on the Issuer and its Affiliates (including Barclays Bank Ireland

4

Important Information

PLC in its role as Manager) making sales of Securities in the United States, including for market making purposes.

The Securities have not been, and will not be, at any time registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Securities may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) ("U.S. persons"), except in certain transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. The Securities are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S. Trading in the Securities has not been approved by the U.S. Commodity Futures Trading Commission under the U.S. Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"), and the rules and regulations promulgated thereunder.

Securities in bearer form may be subject to U.S. tax law requirements (as described below). Subject to certain exceptions, such Securities may not be offered, sold or delivered within the United States or its possessions to, or for the account or benefit of, United States persons (as defined in the U.S. Internal Revenue Code of 1986, as amended, (the "Code") and the regulations thereunder).

For a description of these and certain further restrictions on offers, sales and transfers of Securities and delivery of the Base Prospectus and any Final Terms, see the section entitled 'Purchase and Sale' herein.

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

U.S. Foreign Account Tax Compliance Act withholding

THE FOREIGN ACCOUNT TAX COMPLIANCE ACT ("FATCA") IS PARTICULARLY COMPLEX AND ITS CURRENT AND FUTURE APPLICATION TO THE ISSUER, THE SECURITIES AND INVESTORS IS UNCERTAIN AT THIS TIME. YOU SHOULD CONSULT YOUR OWN TAX ADVISERS TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA AND TO LEARN HOW THIS LEGISLATION MIGHT AFFECT YOU IN YOUR PARTICULAR CIRCUMSTANCE, INCLUDING HOW THE FATCA RULES MAY APPLY TO PAYMENTS RECEIVED UNDER THE SECURITIES BOTH CURRENTLY AND IN THE FUTURE.

Change of circumstances

Neither the delivery of the Base Prospectus (including any information incorporated by reference in the Base Prospectus) or any Final Terms, nor any sale of Securities shall create any impression that information in such documents relating to the Issuer is correct at any time subsequent to the date of the Registration Document (as supplemented) or that any other information supplied in connection with the Securities or the Programme is correct as of any time subsequent to the date of the relevant document containing the same (the foregoing being without prejudice to the Issuer's obligations under applicable rules and regulations).

Unauthorised representations and solicitations

In connection with the issue and sale of Securities, no person has been authorised to give any information or to make any representation not contained in or consistent with the Base Prospectus and Final Terms and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. The Issuer does not accept responsibility for any information not contained in the Base Prospectus and Final Terms. The Base Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offering or solicitation and no

5

Important Information

action is being taken to permit an offering of the Securities or the distribution of the Base Prospectus in any jurisdiction where action is required.

Calculations and determinations

Unless otherwise specified, all calculations and determinations in respect of the Securities shall be made by either Barclays Bank PLC, Barclays Bank Ireland PLC or Barclays Capital Securities Limited (acting in such capacity, the "Determination Agent").

Use of a benchmark

Amounts payable under the Securities may be calculated or otherwise determined by reference to an index or a combination of indices. Any such index may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (as amended, the "EU Benchmarks Regulation"). If any such index does constitute such a benchmark, the Final Terms will indicate whether or not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the EU Benchmarks Regulation. Not every index will fall within the scope of the EU Benchmarks Regulation. Transitional provisions in the EU Benchmarks Regulation may have the result that the administrator of a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of the applicable Final Terms. The registration status of any administrator under the EU Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the Final Terms to reflect any change in the registration status of the administrator.

Definitions relating to Barclays entities

In this Document, "Group" and "Barclays" means Barclays PLC together with its subsidiaries and the term "BBPLC Group" means Barclays Bank PLC together with its subsidiaries.

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TABLE OF CONTENTS

Page

RISK FACTORS

10

This section sets out the principal risks inherent in investing in Securities issued pursuant to the Programme, including key risks relating to investments linked to the Underlying Reference Asset(s).

INFORMATION INCORPORATED BY REFERENCE

41

This section incorporates certain information in respect of the Securities.

COMMONLY ASKED QUESTIONS ABOUT THE BASE PROSPECTUS

43

This section sets out a list of commonly asked questions and replies about the Base Prospectus and the Securities issued pursuant to the Programme accordingly.

TERMS AND CONDITIONS OF THE SECURITIES

54

This section sets out the contractual terms of the Securities. Section C. contains certain options for determining final redemption payments and the Final Terms will indicate which of these options shall apply.

A.

INTRODUCTION

54

B.

FORM, TITLE, TRANSFER, CALCULATIONS AND PAYMENTS

55

UNDER THE SECURITIES

1.

Form, title and transfer

55

2.

Status

58

3.

Calculations and publication

58

4.

Payments

58

C.

FINAL REDEMPTION

60

5.

Final redemption

60

D. PREFERENCE SHARE TERMINATION EVENT

61

6.

Preference Share Termination Event

61

E.

GENERAL PROVISIONS

61

7.

Adjustment or early redemption following an Additional Disruption Event

62

8.

Events of Default

62

9.

Agents

62

10.

Taxation

63

11.

Prescription

64

12.

Replacement of Securities

64

13.

Early redemption for unlawfulness or impracticability

64

14.

Notices

64

15.

Substitution

65

16.

Modifications and meetings of Holders

65

17.

Further issues

67

18.

Purchases and cancellations

67

19.

Governing law and jurisdiction

67

20.

Contracts (Rights of Third Parties) Act 1999

68

21.

Severability

68

22.

Contractual acknowledgement of bail-in in respect of English Law Securities

68

23.

Definitions and interpretation

68

FORM OF FINAL TERMS

78

This section sets out a template for the Final Terms to be used for each specific issuance of Securities.

CLEARANCE AND SETTLEMENT

106

7

This section sets out additional conditions relating to the clearing system for the Securities.

DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE

107

PREFERENCE SHARES

This section provides an overview of the Preference Shares issued by the Preference

Share Issuer and certain information in respect of the Preference Share Issuer.

TERMS AND CONDITIONS OF THE PREFERENCE SHARES

109

This section sets out the contractual terms of the Preference Shares. Section C contains

certain options for determining whether early redemption may occur and, unless

previously redeemed or cancelled, final redemption payments. The Preference Share

Confirmation will indicate which of these options shall apply.

A.

INTRODUCTION

110

B. FORM, TITLE, TRANSFER, CALCULATIONS AND LIABILITY UNDER

110

THE PREFERENCE SHARES

1

Form and transfer

110

2

Status

111

3

Calculations and publication

111

4

Payments

112

C.

AUTOCALL AND FINAL REDEMPTION AND ISSUER CALL AND

113

HOLDER PUT

5

Automatic early redemption

113

6

Final redemption

119

7

Determination of the Additional Amount

171

8

Optional early redemption

178

D. EQUITY LINKED CONDITIONS AND DISRUPTION EVENTS

179

9

Equity Index modification, cancellation, disruption or adjustment event

179

10

Share Adjustments or disruptions

181

11

Consequences of Disrupted Days

183

12

Adjustments

185

13

Depositary Receipt Provisions

186

E.

GENERAL PROVISIONS

191

14

Adjustment or early redemption following an Additional Disruption Event

191

15

FX Disruption Event

192

16

Local Jurisdiction Taxes and Expenses

192

17

Events of Default

193

18

Service Providers

193

19

Taxation

194

20

Prescription

194

21

Early redemption for unlawfulness or impracticability

195

22

Notices

195

23

Substitution

196

24

Modifications and meetings of Shareholder(s)

196

25

Further Issues

197

26

Purchases and cancellations

198

27

Administrator/Benchmark Event

198

28

Governing law and jurisdiction

198

29

Jurisdiction

198

30

Severability

198

31

Definitions and interpretation

198

TAXATION

224

This section sets out an overview of certain taxation considerations relating to Securities.

8

PURCHASE AND SALE

231

This section sets out an overview of certain restrictions around who can purchase the

Securities in certain jurisdictions.

IMPORTANT LEGAL INFORMATION

237

This section provides additional information relating to all Securities.

GENERAL INFORMATION

242

This section provides certain additional information relating to all Securities.

INDEX OF DEFINED TERMS

246

An index of all defined terms used in this Document.

9

Risk Factors

RISK FACTORS

You should only invest in the Securities after assessing these principal risks, including any risks applicable to the relevant Underlying Reference Asset(s). The risks described in this section can be cumulative and apply simultaneously which may unpredictably affect the Securities. Specifically, no assurance can be given as to the effect that any combination of risk factors may have on the value of and return on the Securities. The effect of any one factor may be offset or magnified by the effect of another factor. The risks below are not exhaustive and there may be additional risks and uncertainties that are not presently known to the Issuer or that the Issuer currently believes to be immaterial but that could have a material impact on the business, operations, financial condition or prospects of the Issuer or the value of and return on the Securities.

You should consider carefully the following discussion of risks to help you decide whether or not the Securities are suitable for you.

CONTENTS OF 'RISK FACTORS'

RISK WARNING

11

RISK FACTORS RELATING TO THE ISSUER

11

RISK FACTORS RELATING TO THE SECURITIES

11

1

RISKS ASSOCIATED WITH THE VALUATION, LIQUIDITY AND OFFERING OF THE

SECURITIES

11

2

RISKS ASSOCIATED WITH THE DETERMINATION OF REDEMPTION AMOUNTS

UNDER THE SECURITIES

16

3

RISKS ASSOCIATED WITH EARLY REDEMPTION PROVISIONS AND OTHER

TERMS AND PROVISIONS OF THE SECURITIES

20

4

RISKS ASSOCIATED WITH SECURITIES LINKED TO AN UNDERLYING

PREFERENCE SHARE

25

A.

Risks associated with Securities linked to an Underlying Preference Share(s)

25

B.

Risks associated with Underlying Preference Share(s) linked to specific types of Underlying

Preference Share Reference Asset(s)

27

C.

Risks associated with benchmark reform

34

5

RISKS ASSOCIATED WITH TAXATION

36

6

RISKS ASSOCIATED WITH CONFLICTS OF INTEREST AND DISCRETIONARY

POWERS OF THE ISSUER AND THE DETERMINATION AGENT

39

10

Attachments

Disclaimer

Barclays plc published this content on 21 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2024 16:13:10 UTC.