XS2514165914 Ts

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INDICATIVE TERM SHEET

(22/05/2023)

Series Number: IndicativeTS ISIN: XS2514165914


Private Placement Common Code: 251416591
Issued under the Offering Circular dated 13 April 2023
Product Code: 201710-019

Worst-of Quanto Autocallable Notes linked to a Basket of Equity Indices


NO PUBLIC OFFERS PERMITTED. THE DOCUMENTATION FOR THE ISSUANCE OF THESE SECURITIES HAS NOT BEEN REVIEWED OR APPROVED BY
ANY REGULATORY AUTHORITY, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OR RE-SOLD TO THE PUBLIC IN THE EUROPEAN ECONOMIC
AREA ("EEA"), THE UNITED KINGDOM ("UK"), SWITZERLAND OR ANY OTHER REGION. ANY OFFER, SALE OR RE-SALE OF THESE SECURITIES IN THE
EEA, UK, SWITZERLAND OR ANY OTHER REGION MAY ONLY BE MADE PURSUANT TO AN EXEMPTION FROM THE REQUIREMENT TO PUBLISH A
PROSPECTUS UNDER THE PROSPECTUS REGULATION AND WITH RESPECT TO SWITZERLAND, PURSUANT TO AN EXEMPTION FROM THE
REQUIREMENT TO PUBLISH A PROSPECTUS UNDER THE SWISS FEDERAL ACT ON FINANCIAL SERVICES, AND IN COMPLIANCE WITH ALL OTHER
RELEVANT LAWS AND REGULATIONS.
FURTHER, THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE OFFERED, SOLD, RE-SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR, THE BENEFIT OF, UNITED STATES PERSONS. THIS
TERM SHEET MAY NOT BE DISTRIBUTED IN THE UNITED STATES.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY RETAIL INVESTOR IN THE EUROPEAN
ECONOMIC AREA. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED
IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MiFID II"); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU)
2016/97, AS AMENDED, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE
4(1) OF MiFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN REGULATION (EU) 2017/1129 (AS AMENDED, THE "EU PROSPECTUS
REGULATION"). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "EU
PRIIPs REGULATION") FOR OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE
EUROPEAN ECONOMIC AREA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA MAY BE UNLAWFUL UNDER THE EU PRIIPs REGULATION.
PROHIBITION OF SALES TO SWISS RETAIL INVESTORS - THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND MAY NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN SWITZERLAND. FOR THESE
PURPOSES A "RETAIL INVESTOR" MEANS A PERSON WHO IS NOT A PROFESSIONAL OR INSTITUTIONAL CLIENT, AS DEFINED IN ARTICLE 4 PARA.
3, 4 AND 5 AND ARTICLE 5 PARA. 1 AND 2 SWISS FEDERAL ACT ON FINANCIAL SERVICES ("FINSA") OF 15 JUNE 2018, AS AMENDED.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY FINSA FOR OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING
THEM AVAILABLE TO RETAIL INVESTORS IN SWITZERLAND HAS BEEN PREPARED AND THEREFORE, OFFERING OR SELLING THE SECURITIES OR
MAKING THEM AVAILABLE TO RETAILS INVESTORS IN SWITZERLAND MAY BE UNLAWFUL UNDER FINSA.

SUMMARY TERMS

THIS TERM SHEET IS A NON-BINDING SUMMARY OF THE ECONOMIC TERMS OF THE PRODUCT AND DOES NOT PURPORT TO BE EXHAUSTIVE.
THE BINDING TERMS AND CONDITIONS OF THE PRODUCT WILL BE SET OUT IN THE PRICING SUPPLEMENT WHICH AMENDS AND SUPPLEMENTS
THE TERMS AND CONDITIONS IN THE OFFERING CIRCULAR. INVESTORS MUST READ ALL OF THESE DOCUMENTS AND COPIES OF THESE AND
THE KEY INFORMATION DOCUMENT ARE AVAILABLE FROM THE ISSUER AND THE ISSUE AND PAYING AGENT.

• The Risk Factors set out in the Offering Circular and this Term Sheet highlight some, but not all, of the risks of investing in this investment
product.
• The Issuer makes no representations as to the suitability of this investment product for any particular investor nor as to the future
performance of this investment product.
• Prior to making any investment decision, investors should satisfy themselves that they fully understand the risks relating to this investment
product and seek professional advice as they deem necessary.
• Only the Pricing Supplement which will be available no later than on the Issue Date together with the Offering Circular containing all further
relevant terms and conditions shall form the entire and legally binding documentation for this Product and accordingly the Pricing
Supplement should always be read together with the Offering Circular. Any capitalised terms not defined in this document will have the
meaning as defined in the relevant Pricing Supplement and the Offering Circular dated 13 April 2023. Even though a translation into other
languages might be available, it is only the Pricing Supplement and Offering Circular in English which are legally binding.

SUMMARY DESCRIPTION

The product is issued as Notes in USD and aims to pay conditional coupons on a periodic basis for the life of the Securities. Whether or not the coupons
are payable will be determined based on the performance of each Basket Constituent, as described below. If a coupon is paid, Securityholders will also
receive any coupons that were previously not paid. The Securities have an early redemption feature whereby, depending on the performance of each
Basket Constituent which is evaluated on a periodic basis, the Securities may redeem early and Securityholders will receive 100% of the Calculation
Amount in such circumstance.
If the Securities have not redeemed early, the amount payable at maturity for each Note (the "Redemption Amount") will have a value equal to the
Calculation Amount multiplied by the Protection Level.

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PRODUCT DETAILS

Issuer Barclays Bank PLC ("Barclays" or the "Issuer")


Issuer Rating (Long term) A1 (Moody's); last updated 29/01/2020 / A (S&P); last updated 17/10/2017 / A+ (Fitch); last updated
20/12/2018
Type of Security Note
Issue Currency United States Dollar ("USD")
Aggregate Nominal Amount USD 1,400,000
Specified Denomination USD 1,000
Minimum Tradable Amount USD 1,000 (and USD 1,000 thereafter)
During the life of the Securities, there may be no sales or partial redemptions of Securities in amounts less
than the Minimum Tradable Amount.

Calculation Amount USD 1,000 per Security


Issue Price 100.00% of par
Trade Date 22 May 2023
Issue Date 17 July 2023
Redemption Date 17 July 2029 (the "Scheduled Redemption Date"), subject to adjustment in accordance with the Business
Day Convention
Reference Assets A basket comprised of 3 Equity Indices, each of which is set out in the Appendix (each, a "Basket
Constituent" and together, the "Basket Constituents" or the "Basket of Equities"). Any Basket Constituent
stated as being an "Index" represents a notional investment in such index with a notional investment size
of 1 Reference Asset Currency per index point.

In relation to each Index in the basket set out in the Appendix:


Pre-nominated Index: Not applicable.
Settlement Method Cash
Settlement Currency USD

INTEREST

Interest (coupon(s)) Provided that a Specified Early Redemption Event has not occurred prior to the relevant Interest Valuation
Date, as determined by the Determination Agent, in respect of the relevant Interest Payment Date:

(i) If the Valuation Level of each Basket Constituent on the relevant Interest Valuation Date is at or above its
Interest Barrier:
N x 3.20% x Calculation Amount; or

(ii) Otherwise, zero.


Where:
"Interest Barrier" means, in respect of a Basket Constituent, 100.00% of the Initial Level of that Basket
Constituent, as specified in the Appendix.
"Initial Level" means, in respect of a Basket Constituent, the level of that Basket Constituent at the Valuation
Time on the Initial Valuation Date as specified in the Appendix.
"Initial Valuation Date" means 30 June 2023.
"Final Valuation Date" means 2 July 2029.
"Valuation Date" means the Initial Valuation Date, the Final Valuation Date, each Interest Valuation Date and
each Autocall Valuation Date.
"Valuation Level" means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the level of
the Basket Constituent at the Valuation Time on such day, as determined by the Determination Agent.
"Valuation Time" means the time at which the official closing level of the Index is calculated and published by
the Index Sponsor.
"N" means the integer corresponding to the relevant Interest Valuation Date as specified in the table below.
Interest Valuation Dates Each date set out in the table below in the column entitled "Interest Valuation Dates".

N Interest Valuation Date(s) Interest Payment Date(s),


subject to adjustment in
accordance with the
Business Day Convention

6 30 June 2026 14 July 2026

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7 30 December 2026 14 January 2027

8 30 June 2027 15 July 2027

9 30 December 2027 13 January 2028

10 30 June 2028 17 July 2028

11 4 January 2029 19 January 2029

12 2 July 2029 17 July 2029

Interest Payment Dates Each date set out in the table above in the column entitled "Interest Payment Dates".

Quoting Type Secondary market prices are quoted in percentage and "dirty"; meaning accrued interest is included in the
price.

REDEMPTION

Final Cash Settlement Amount Provided that no event that may lead to the early redemption or termination of the Securities has occurred
prior to the Redemption Date as determined by the Determination Agent, on the Redemption Date, each
Security will be redeemed by the Issuer at a cash amount determined by the Determination Agent in
accordance with the following:
Calculation Amount x Protection Level
Where:
"Protection Level" means 100.00%.

EARLY REDEMPTION FOLLOWING A SPECIFIED EARLY REDEMPTION EVENT

Specified Early Redemption Event Applicable, and Automatic Early Redemption Applicable. Please refer to Base Condition 5.5 of the Offering
Circular.
If the Valuation Level of each Basket Constituent on any Autocall Valuation Date is at or above its respective
Autocall Barrier, the Issuer shall notify the Securityholder upon the occurrence of such event and shall
redeem all of the Securities (in whole only) early at the Specified Early Cash Settlement Amount on the
Specified Early Cash Redemption Date.
Where:
"Autocall Barrier" means, in respect of a Basket Constituent, 100.00% of the Initial Level of that Basket
Constituent, as specified in the Appendix.
"Autocall Valuation Date" means each date set out in the table below in the column entitled "Autocall
Valuation Dates".
"Initial Level" means, in respect of a Basket Constituent, the level of that Basket Constituent at the Valuation
Time on the Initial Valuation Date as specified in the Appendix.

Autocall Valuation Date(s) Specified Early Cash Redemption


Date(s), subject to adjustment in
accordance with the Business Day
Convention

30 June 2026 14 July 2026

30 December 2026 14 January 2027

30 June 2027 15 July 2027

30 December 2027 13 January 2028

30 June 2028 17 July 2028

4 January 2029 19 January 2029


Specified Early Cash Settlement Amount In respect of each Security, the Calculation Amount.
Specified Early Cash Redemption Date Each date set out in the table above in the column entitled "Specified Early Cash Redemption Dates".
Specified Early Redemption Notice At least 5 Business Days
Period

ADDITIONAL DISRUPTION EVENT AND ADJUSTMENT OR EARLY REDEMPTION

Additional Disruption Event The Issuer may either (i) require the Determination Agent to make an adjustment to the terms of the
Securities or (ii) at any time from (and including) the Issue Date to (and including) the Redemption Date,

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Exercise Cash Settlement Date or Exercise Physical Settlement Date (as the case may be) on giving not less
than 10 Business Days' irrevocable notice to the Securityholders, redeem all of the Securities early at the Early
Cash Settlement Amount on the Early Cash Redemption Date if any of the following events occur:
Change in Law, Currency Disruption Event, Issuer Tax Event, Extraordinary Market Disruption, Hedging
Disruption.

Other Additional Disruption Event(s) Index Adjustment Event - provided that an Index Adjustment Event shall only constitute an Additional
in respect of Index Linked Securities Disruption Event if the Determination Agent is unable, or can no longer continue, to calculate the Index (or,
in the case of Index Cancellation, the cancelled Index is not replaced with a Pre-nominated Index).
Delay or Postponement of Payments If the determination of a price or level used to calculate any amount payable or deliverable on any payment
and Settlement or settlement date is delayed or postponed pursuant to the terms and conditions of the Securities, payment
or settlement will occur on the later of either (i) the scheduled payment or settlement date or (ii) the second
Business Day following the date on which such price or level is determined. No additional amounts shall be
payable or deliverable by the Issuer because of such postponement.
If the date on which any amount is specified as being (or is otherwise determined to be) payable in respect
of any Security or Coupon is not a Business Day then payment will not be made until the next succeeding day
which is a Business Day. No additional amount shall be payable because of such postponement.

Adjustments and Early Redemption Successor Index Sponsor and Successor Index: In respect of an Equity Index, in the event that the Index
Sponsor ceases to calculate and announce the Index but the Index is calculated and announced by a Successor
Index Sponsor or the Index is replaced by a Successor Index which is the same as, or substantially similar to
the Index (as determined by the Determination Agent), the level of the Index will be determined with
reference to the calculations of the Successor Index Sponsor or the level of that Successor Index.
Index Adjustment Events: In respect of an Equity Index, if there occurs an Index Modification, Index
Cancellation or Index Disruption (each an "Index Adjustment Event"), the Determination Agent may (i)
calculate the level of the Index using the formula for and method of calculating the Index last in effect prior
to the Index Adjustment Event, or (ii) in the case of Index Cancellation, if a Pre-nominated Index has been
specified in respect of the cancelled Index, the cancelled Index shall be replaced by such Pre-nominated Index
with effect from the date as determined by the Determination Agent and the Pre-nominated Index will be
deemed to be the Index with effect from such date, or (iii) if the Determination Agent determines that it can
no longer continue to calculate the level of the Index (or, in the case of Index Cancellation, the cancelled
Index is not replaced with a Pre-nominated Index), deem such Index Adjustment Event to constitute an
Additional Disruption Event and the Issuer may either (x) require the Determination Agent to make an
adjustment to the terms of the Securities, or (y) redeem all of the Securities at the Early Cash Settlement
Amount on the Early Cash Redemption Date.

Early Cash Settlement Amount An amount per Calculation Amount (per Security) in the Settlement Currency determined as the pro rata
proportion of the market value of the Securities following the event triggering the early redemption or
cancellation (including the value of accrued interest (if applicable)). Such amount shall be determined as
soon as reasonably practicable following the event giving rise to the early redemption or cancellation of the
Securities by reference to such factors as the Determination Agent considers to be appropriate including,
without limitation:
(a) market prices or values for the reference asset(s) and other relevant economic variables (such as interest
rates and, if applicable, exchange rates) at the relevant time;
(b) the remaining term of the Securities had they remained outstanding to scheduled maturity or expiry
and/or any scheduled early redemption or exercise date;
(c) the value at the relevant time of any minimum redemption or cancellation amount which would have
been payable had the Securities remained outstanding to scheduled maturity or expiry and/or any scheduled
early redemption or exercise date;
(d) internal pricing models; and
(e) prices at which other market participants might bid for securities similar to the Securities,
provided that the Determination Agent may adjust such amount to take into account deductions for any
costs, charges, fees, accruals, losses, withholdings and expenses, which are or will be incurred by the Issuer
or its Affiliates in connection with the unwinding of any Hedge Positions and/or related funding
arrangements, when determining such market value.
"Affiliate" means in relation to any entity (the "First Entity"), any entity controlled, directly or indirectly, by
the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity, directly or
indirectly, under common control with the First Entity. For these purposes, "control" means ownership of a
majority of the voting power of an entity.
"Hedge Positions" means any purchase, sale, entry into or maintenance of one or more (a) positions or
contracts in securities, options, futures, derivatives or foreign exchange, (b) stock loan transactions or (c)
other instruments or arrangements (howsoever described) by the Issuer or any of its Affiliates in order to
hedge individually, or on a portfolio basis, the Issuer's obligations in respect of the Securities.

Early Cash Redemption Date In respect of an early redemption following an Additional Disruption Event, the 10 th Business Day after the
giving of the redemption notice by or on behalf of the Issuer or the Determination Agent to the
Securityholders.

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OTHER TERMS

Disruption In respect of an Equity Index in a Basket, in the event that any Valuation Date is a Disrupted Day (as described
in the Offering Circular), in relation to each Index affected by the occurrence of a Disrupted Day (each an
"Affected Index"), the relevant valuation in respect of such Affected Indices will be postponed for up to eight
Scheduled Trading Days. After this time, (1) the eighth Scheduled Trading Day shall be deemed to be the
Valuation Date; and (2) the Determination Agent shall determine the level of the Affected Indices by using
the index level on the eighth Scheduled Trading Day determined in accordance with the formula and method
of calculating that Index in effect immediately prior to the occurrence of first Disrupted Day using the
Exchange traded or quoted price on the eighth Scheduled Trading Day of each component of that Index. In
respect of each Index that is not affected by the occurrence of a Disrupted Date, the Valuation Date shall be
the Scheduled Valuation Date.
Unlawfulness and impracticability If the Issuer determines, in good faith and in a reasonable manner, that, as a result of (i) any change in
financial, political or economic conditions or currency exchange rates, or (ii) compliance in good faith by the
Issuer or any of its relevant Affiliates with any applicable present or future law, rule, regulation, judgement,
order or directive of any governmental, administrative or judicial authority or power or any interpretation
thereof (including, without limitation, Sanction Rules): (a) the performance of any of the Issuer’s obligations
under the Securities has become, or there is a substantial likelihood that it will become, unlawful, in whole or
in part; and/or, (b) it has become, or there is a substantial likelihood that it will become, unlawful or
impracticable for the Issuer and/or any of its Affiliates to hold, acquire, deal in or dispose of the Hedge
Positions (in whole or in part) relating to the Securities or contracts in Securities, options, futures, derivatives
or foreign exchange or other assets or positions relating to such Securities; and/or (c) limbs (a) or (b) would
have applied to any relevant Affiliate of the Issuer if such Affiliate had been the Issuer of the Securities or
party to any Hedge Positions in respect of such Securities, the Issuer may, as its option, redeem or cancel the
Securities by giving notice to Securityholders.
If the Issuer elects to redeem or cancel the Securities, then each Security shall become due and payable at its
Early Cash Settlement Amount.
Notices The Issuer or the Determination Agent shall give notice to the Securityholders of any adjustment or
redemption as soon as practicable following the occurrence of the event triggering such adjustment or
redemption. Failure by the Issuer or the Determination Agent to publish or give notice shall not affect the
validity or effectiveness of any such adjustment or redemption.

Additional Acknowledgment Without prejudice to the other provisions of this Term Sheet, by agreeing to purchase the proposed Securities
on the basis of the terms and conditions set forth in this or any subsequent term sheet, you agree and
acknowledge that Barclays Group may have banking or other commercial relationships with the issuer of the
Shares underlying the Securities and may engage in proprietary trading in the Shares or the Index(es) (as
applicable) or options, futures, derivatives or other instruments relating to the Shares or the Index(es) (as
applicable) (such trading may include trading deemed appropriate by Barclays Group to hedge its market
risk on the Securities and other transactions relating to the Shares or the Index(es) (as applicable) between
Barclays Group and you or between Barclays Group and third parties, it being understood that no reliance is
made by you on the manner or method in which Barclays Group may establish, maintain, adjust or unwind
its hedging positions), and that such trading may affect the price of the Shares or the Index(es) (as applicable)
and consequently the amounts payable or deliverable under the Securities. Such trading may be affected at
any time, including at any time during the period from (and including) the date of this Term Sheet up to (and
including) the Redemption Date of the Securities.
You also acknowledge that various potential conflicts of interest may arise from the overall activities of
Barclays Group. Barclays Group engages in a wide range of commercial and investment banking, brokerage,
funds management, hedging transactions and investment and other activities for their own account or the
account of others. Such activities may involve or otherwise affect the Shares in a manner that may cause
consequences adverse to the Securities or otherwise create conflicts of interests in connection with the
Securities. Barclays Group and/or its respective officers and directors may engage in any such activities
without regard to the Securities or the effect that such activities may directly or indirectly have on any
Securities.
In addition, Barclays Group may from time to time act in other capacities with regard to the Shares, including
as participating dealer, market maker and/or in an agency capacity. Furthermore, Barclays Group may also
issue other derivative instruments in respect of the Shares and the introduction of such competing products
into the market place may affect the value of the Securities. Such activities could present certain conflicts of
interest and may affect the value of the Securities.

GENERAL INFORMATION

Programme Barclays Bank PLC Global Structured Securities Programme

Offering Circular The Securities will be issued under the Offering Circular dated 13 April 2023 pursuant to the Programme,
save that the terms and conditions of the Securities will remain those set out in the Offering Circular
dated 17 June 2022 as supplemented up to the Trade Date.
Each of the Offering Circulars are available at: https://home.barclays/investor-relations/fixed-income-
investors/prospectus-and-documents/structured-securities-prospectuses/
REGULATORY REVIEW AND IMPORTANT INFORMATION FOR PROSPECTIVE INVESTORS:

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THE OFFERING CIRCULAR DOES NOT COMPRISE AND HAS NOT BEEN APPROVED BY ANY REGULATORY
AUTHORITY OR STOCK EXCHANGE AS (I) A BASE PROSPECTUS FOR THE PURPOSES OF (A)
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE "EUWA") (AS AMENDED, THE "UK PROSPECTUS
REGULATION") OR (B) ARTICLE 8 OF REGULATION (EU) 2017/1129 (AS AMENDED, THE "EU
PROSPECTUS REGULATION") OR (II) LISTING PARTICULARS FOR THE PURPOSES OF (A) SECTION 79 OF
THE FSMA OR (B) ANY RULES OR REGULATIONS RELATED TO A LISTING ON ANY REGULATED MARKET
UNDER MiFID II.

Relevant Annex Equity Linked Annex


Status of the Securities Unsecured and Unsubordinated
Form of the Securities Global Bearer Securities: Permanent Global Security

Applicable TEFRA exemption TEFRA is not applicable

Manager Barclays Bank Ireland PLC

Issue and Paying Agent The Bank of New York Mellon

Business Days As defined in Condition 25 (Definitions) of the Base Conditions


Business Day Convention With regard to all payment dates in this Indicative Term Sheet, unless otherwise specified: Following

Listing and Admission to Trading None

Prohibition of Sales to Swiss Retail Applicable – see the cover page of this Term Sheet.
Investors
Prohibition of Sales to EEA Retail Investors Applicable – see the cover page of this Term Sheet.

Prohibition of Sales to UK Retail Investors Not Applicable

Determination Agent Barclays Bank PLC


Relevant Clearing Systems Euroclear
Clearstream
Governing Law English Law

Jurisdiction Courts of England


Documentation This Termsheet should be read in conjunction with the Pricing Supplement relating to the Securities and
the Offering Circular dated 13 April 2023, save in respect of the Base Conditions and Relevant Annexes
which are extracted from the Offering Circular dated 17 June 2022, as supplemented up to the Trade Date.
Full information on the Issuer and the Securities is only available on the basis of the combination of the
Pricing Supplement and the Offering Circulars.

SELLING RESTRICTIONS, TAX AND SECONDARY MARKET INFORMATION

Selling Restrictions Investors are bound by all applicable laws and regulations of the relevant jurisdiction(s) in which the
Securities are to be offered, sold and distributed, including the selling restrictions set out in this
document and the Offering Circular. Investors in this Product should seek specific advice before on-
selling this Product.
No action has been made or will be taken by the Issuer that would permit a public offering of the
Securities or possession or distribution of any offering material in relation to the Securities in any
jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities
represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its
possession or distribute, the Offering Circular, any other offering material or any Pricing Supplement, in
any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in
a manner that will not impose any obligation on the Issuer or Manager (as the case may be).

Tax An outline of the tax treatment is given in the Offering Circular. The relevant tax laws and the regulations
of the tax authorities are subject to change. The Issuer expressly excludes all liability in respect of any tax
implications relating to investing in the Securities.

U.S. Federal Tax Treatment of Non-U.S. The Issuer has determined that the Securities (without regard to any other transactions) should not be
Holders subject to US withholding tax under Section 871(m) of the US Internal Revenue Code and regulations
promulgated thereunder.

Secondary Market Indicative Prices: Barclays will endeavour to provide indicative bid prices for the repurchase of Securities
with a view to agreeing the repurchase of such Securities within a reasonable period thereafter; in all
cases subject to (i) the existence of normal market and funding conditions as determined by Barclays in
its sole discretion and (ii) applicable laws and regulations.
Where Barclays makes a market in accordance with the above, it will endeavour to provide liquidity in
the Securities within a 1.00% bid-offer spread under normal market conditions.

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For the avoidance of doubt this provision does not amount to a commitment to make a market on any
day at any price.
Third Party Fees The Issue Price includes a commission element shared with a third party. Further details of the
commission element are available upon request.

INDEX DISCLAIMERS

NIKKEI 225 Index (the "Index")


The Securities are not sponsored, endorsed, sold, or promoted by the Index or the Index Sponsor and no Index Sponsor makes any representation
whatsoever, whether express or implied, either as to the results to be obtained from the use of the Index and/or the levels at which the Index stands at
any particular time on any particular date or otherwise. No Index or Index Sponsor shall be liable (whether in negligence or otherwise) to any person
for any error in the Index and the Index Sponsor is under no obligation to advise any person of any error therein. No Index Sponsor is making any
representation whatsoever, whether express or implied, as to the advisability of purchasing or assuming any risk in connection with the Securities. The
Issuer shall have no liability to the Securityholders for any act or failure to act by the Index Sponsor in connection with the calculation, adjustment, or
maintenance of the Index. None of the Issuer, the Determination Agent or any of their respective affiliates has any affiliation with or control over the
Index or Index Sponsor or any control over the computation, composition or dissemination of the Index. Although the Determination Agent will obtain
information concerning the Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no
representation, warranty, or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, its affiliates, or the Determination
Agent as to the accuracy, completeness, and timeliness of information concerning the Index.

FTSE 100 (the "Index")


The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or the London Stock Exchange Group
companies ("LSEG") (together the "Licensor Parties") and none of the Licensor Parties make any claim, prediction, warranty or representation
whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the Index (upon which the Securities based), (ii) the figure
at which the Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which
it is being put in connection with the Securities.
None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to the Issuer
or to its clients. The Index is calculated by FTSE or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any
person for any error in the Index or (b) under any obligation to advise any person of any error therein.
All rights in the Index vest in FTSE. "FTSE®" is a trade mark of LSEG and is used by FTSE under licence.

S&P 500 Index (the "Index")


The Index is a product of S&P Dow Jones Indices LLC or its affiliates ("SPDJI"), and has been licensed for use by the Issuer. Standard & Poor’s®, S&P®
and S&P 500® are registered trademarks of Standard & Poor’s Financial Services LLC ("S&P"); Dow Jones® is a registered trademark of Dow Jones
Trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by the Issuer. It
is not possible to invest directly in an index. The Securities are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their
respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices does not make any representation or warranty, express or implied,
to the owners of the Securities or any member of the public regarding the advisability of investing in securities generally or in the Securities particularly
or the ability of the Index to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P
Dow Jones Indices’ only relationship to the Issuer with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or
trade names of S&P Dow Jones Indices and/or its licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard
to the Issuer or the Securities. S&P Dow Jones Indices has no obligation to take the needs of the Issuer or the owners of the Securities into consideration
in determining, composing or calculating the Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the
prices, and amount of the Securities or the timing of the issuance or sale of the Securities or in the determination or calculation of the equation by
which the Securities is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in
connection with the administration, marketing or trading of the Securities. There is no assurance that investment products based on the Index will
accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment or tax advisor. A tax advisor
should be consulted to evaluate the impact of any tax-exempt securities on portfolios and the tax consequences of making any particular investment
decision. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered
to be investment advice.
NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE
COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO
ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO
RESULTS TO BE OBTAINED BY THE ISSUER, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH
RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES
INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF
PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN
CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS
BETWEEN S&P DOW JONES INDICES AND THE ISSUER, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

RISK FACTORS

THESE RISK FACTORS HIGHLIGHT ONLY SOME OF THE RISKS OF THE PRODUCT DESCRIBED IN THIS DOCUMENT (THE "PRODUCT") AND MUST BE
READ IN CONJUNCTION WITH THE RISK FACTOR SECTIONS IN THE OFFERING CIRCULAR. INVESTORS MUST BE CAPABLE OF ASSESSING AND
UNDERSTANDING THE RISKS OF INVESTING IN THE PRODUCT. WHERE A POTENTIAL INVESTOR DOES NOT UNDERSTAND OR WOULD LIKE

Page 7 of 12
FURTHER INFORMATION ON THE RISKS OF THE PRODUCT, THE POTENTIAL INVESTOR SHOULD SEEK PROFESSIONAL ADVICE BEFORE MAKING
ANY INVESTMENT DECISION.

NO GOVERNMENT OR THIS PRODUCT IS NOT PROTECTED BY THE FINANCIAL SERVICES COMPENSATION SCHEME or any other government
OTHER PROTECTION or private protection scheme.

BARCLAYS FINANCIAL INVESTORS ARE EXPOSED TO BARCLAYS’ FINANCIAL STANDING. If Barclays becomes insolvent, Barclays may not be
STANDING able to make any payments under the Product and investors may lose their capital invested in the Product. A decline in
Barclays’ financial standing is likely to reduce the market value of the Product and therefore the price an investor may
receive for the Product if they sell it in the market.
CREDIT RATINGS CREDIT RATINGS MAY BE LOWERED OR WITHDRAWN WITHOUT NOTICE. A rating is not a recommendation as to
Barclays’ financial standing or an evaluation of the risks of the Product.

VOLATILITY THE PERFORMANCE OF THIS PRODUCT MAY CHANGE UNPREDICTABLY. This unpredictable change is known as
“volatility” and may be influenced by the performance of any underlying asset as well as external factors including
financial, political and economic events and other market conditions.

CAPITAL AT RISK THE CAPITAL INVESTED IN THIS PRODUCT IS AT RISK. Investors may receive back less than the capital invested in the
Product.

CAPITAL AT RISK ON THE PRODUCT MAY BE REDEEMED BEFORE ITS SCHEDULED MATURITY DATE. IF THE PRODUCT IS REDEEMED EARLY,
EARLY REDEMPTION INVESTORS MAY RECEIVE BACK LESS THAN THEIR ORIGINAL INVESTMENT IN THE PRODUCT, OR EVEN ZERO. The
amount payable to an investor on an early redemption may factor in Barclays’ costs of terminating hedging and funding
arrangements associated with the Product.

SELLING RISK AN INVESTOR MAY NOT BE ABLE TO FIND A BUYER FOR THE PRODUCT SHOULD THE INVESTOR WISH TO SELL THE
PRODUCT. If a buyer can be found, the price offered by that buyer may be lower than the price that an investor paid for
the Product or the amount an investor would otherwise receive at the maturity of the Product.

BAIL-IN RISK The EU Directive establishing a framework for the recovery and resolution of credit institutions and investment firms
(the “BRRD”) was published in the EU Official Journal on 12 June 2014. The BRRD gives certain powers under a “bail-in
tool” to national supervisory authorities with respect to certain institutions (which could include the Issuer) in
circumstances where a national supervisory authority has determined that such an institution is likely to fail. In the
United Kingdom, the majority of the requirements of the BRRD have been implemented into national law in the Banking
Act, including the introduction of the bail-in tool as of 1 January 2015. The Banking Act confers substantial powers on
a number of UK authorities designed to enable them to take a range of actions in relation to UK banks and certain of
their Affiliates in the event a bank in the same group is considered to be failing or likely to fail.
This bail-in tool includes the ability to cancel all or part of the principal and/or interest of any unsecured liabilities or to
convert certain debt claims into equity or other securities of the issuer or another person. These powers could be
exercised in respect of the Securities.
As a result, the exercise of any resolution power or any suggestion of any such exercise could materially adversely affect
the value of the Securities and could lead to the investor losing some or all of the value of the investment in the Securities.
OVER-ISSUANCE THE ISSUER MAY ISSUE MORE SECURITIES THAN THOSE WHICH ARE TO BE INITIALLY SUBSCRIBED OR PURCHASED BY
INVESTORS. The Issuer (or the Issuer’s affiliates) may hold such Securities for the purpose of meeting any future investor
interest or to satisfy market making requirements. Prospective investors in the Securities should not regard the issue
size of any Series as indicative of the depth or liquidity of the market for such Series or of the demand for such Series.

MINIMUM SCHEDULED If the Securities provide for a minimum scheduled redemption amount payable at maturity, it is possible that such
REDEMPTION AMOUNT amount may be less than the original invested amount. If investors acquire the Securities (whether on issuance or in the
secondary market) for an amount that is higher than the minimum scheduled redemption amount, they risk losing the
difference between the price paid for the Securities and the minimum scheduled redemption amount at maturity.
NO INVESTMENT IN OR AN INVESTMENT IN THE PRODUCT IS NOT THE SAME AS AN INVESTMENT IN THE UNDERLYING ASSETS REFERENCED
RIGHTS TO BY THE PRODUCT. An investor in the Product has no ownership of, or rights to, the underlying assets referenced by the
UNDERLYING ASSETS Product. The market value of the Product may not reflect movements in the price of such underlying assets. Payments
made under the Product may differ from payments made under the underlying assets.

ADJUSTMENTS THE TERMS OF THE PRODUCT MAY BE ADJUSTED BY BARCLAYS UPON CERTAIN EVENTS TAKING PLACE WHICH
IMPACT THE UNDERLYING ASSETS.

SMALL HOLDINGS SMALL HOLDINGS MAY NOT BE TRANSFERABLE. Where the Product terms specify a minimum tradable amount,
investors will not be able to sell the Product unless they hold at least such minimum tradable amount.

INTEREST RATE RISK INVESTORS IN THE PRODUCT WILL BE EXPOSED TO INTEREST RATE RISK. Changes in interest rates will affect the
performance and value of the Product. Interest rates may change suddenly and unpredictably.

PAYMENTS PAYMENTS FROM BARCLAYS MAY BE SUBJECT TO DEDUCTIONS FOR TAX, DUTY, WITHHOLDING OR OTHER
PAYMENTS REQUIRED BY LAW.
OTHER RISKS THIS DOCUMENT CANNOT DISCLOSE ALL POSSIBLE RISKS OF THE PRODUCT. Before investing, investors must be
satisfied that they have sufficient information and understand the risks related to the Product so as to make an informed
investment decision. If investors are uncertain as to whether they have sufficient information, they should seek
independent professional advice before investing.

Page 8 of 12
FOREIGN EXCHANGE INVESTORS ARE EXPOSED TO FOREIGN EXCHANGE RISK. Foreign exchange rates may change suddenly and
RISK unpredictably. Changes in the exchange rate between an investor’s home currency and the Product currency or
settlement currency may impact the performance of the Product and an investor’s return.
LEVERAGE THIS PRODUCT MAY BECOME LEVERAGED. Leverage increases the investor’s exposure to the underlying assets
referenced by the Product and amplifies the investor’s losses and gains.

INTERACTION RISK THIS PRODUCT COMBINES DIFFERENT FINANCIAL COMPONENTS AND EXPOSURES WHICH MAY INTERACT
UNPREDICTABLY AND COULD AFFECT THE PERFORMANCE OF THE PRODUCT.
PERFORMANCE OF THE PERFORMANCE OF SHARES IN AN INDEX IS UNPREDICTABLE. It depends on financial, political, economic and other
SHARE INDICES events as well as the share issuers’ earnings, market position, risk situation, shareholder structure and distribution policy.
INDEX RETURN AN INDEX RETURN MAY BE LOWER THAN THE ACTUAL RETURN ON THE COMPONENTS COMPRISING SUCH INDEX.
Indices may deduct fees, costs and commissions. An investment in an index may be taxed differently to a direct
investment in the components of the index.
ADJUSTMENTS, THE INDEX SPONSOR MAY ADJUST THE COMPOSITION OR CALCULATION METHODOLOGY OF AN INDEX AND MAY
SUSPENSION AND CANCEL, ADJUST OR SUSPEND AN INDEX. Such actions may negatively affect the value and performance of the Product.
TERMINATION OF AN
INDEX
INDEX SUBSTITUTION AN INDEX MAY BE REPLACED WITH ANOTHER INDEX IN CERTAIN CIRCUMSTANCES. Such action may negatively affect
the value and performance of the Product.

DISRUPTED DAYS IF THE DETERMINATION AGENT DETERMINES THAT A DISRUPTED DAY HAS OCCURRED THIS MAY CHANGE THE
SCHEDULED DATE OF THE VALUATION AND REDEMPTION OF THE PRODUCT. The events giving rise to Disrupted Days
are described in the Offering Circular.

DISCLAIMERS

BARCLAYS GROUP This communication has been prepared by Barclays Group.


"Barclays Group" means Barclays Bank PLC, Barclays PLC, Barclays Bank Ireland PLC and any of their subsidiaries,
affiliates, ultimate holding company and any subsidiaries or affiliates of such holding company.
CONFLICT OF BARCLAYS GROUP IS A FULL SERVICE INVESTMENT BANK. In the normal course of offering investment banking
INTERESTS products and services to clients. Barclays Group may act in several capacities (including issuer, market maker
and/or liquidity provider, underwriter, distributor, index sponsor, swap counterparty and calculation agent)
simultaneously with respect to a Product, giving rise to potential conflict of interests which may impact the
performance of a Product.

BARCLAYS GROUP Barclays Group may at any time acquire, hold or dispose of long or short positions (including hedging and trading
POSITIONS positions) and trade or otherwise effect transactions for their own account or the account of their customers in
the products referred to herein which may impact the performance of a Product.
PRIVATE BARCLAYS GROUP MAY HAVE PRIVATE INFORMATION ABOUT ANY PRODUCT AND/OR THE UNDERLYING
INFORMATION ASSETS REFERENCED BY THE PRODUCT. It is not obligated to disclose any such information to investors or
counterparties.

FOR INFORMATION THIS COMMUNICATION IS PROVIDED FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO CHANGE. IT IS
ONLY INDICATIVE ONLY AND IS NOT BINDING.

NO OFFER Barclays Group is not offering to sell or seeking to buy any Product or enter into any transaction. Any offer or
entry into any transaction requires Barclays Group's subsequent formal agreement which will be subject to
internal approvals and execution of binding transaction documents.

NO LIABILITY Neither Barclays Group nor any of its directors, officers, employees, representatives or agents, accepts any liability
whatsoever for any direct, indirect or consequential losses (in contract, tort or otherwise) arising from the use of
this communication or its contents or reliance on the information contained herein, except to the extent this
would be prohibited by law or regulation.

NO ADVICE Barclays Group is acting solely as principal and not as fiduciary. Barclays Group does not provide, and has not
provided, any investment advice or personal recommendation to the investor in relation to the transaction and/or
any related securities described herein and is not responsible for providing or arranging for the provision of any
general financial, strategic or specialist advice, including legal, regulatory, accounting, model auditing or taxation
advice or services or any other services in relation to the transaction and/or any related securities described
herein. Accordingly, Barclays Group is under no obligation to, and shall not, determine the suitability for the
investor of the transaction described herein. The investor must determine, on their own behalf or through
independent professional advice, the merits, terms, conditions and risks of the transaction described herein.
THIRD PARTY Barclays Group is not responsible for information stated to be obtained or derived from third party sources or
INFORMATION statistical services.

DISTRIBUTION All laws and regulations in any relevant jurisdiction(s) must be complied with when offering, marketing or selling
a Product or distributing offering materials.
PAST & SIMULATED Any past or simulated past performance including back-testing, modelling or scenario analysis contained in this
PAST PERFORMANCE document is no indication as to future performance.

Page 9 of 12
No representation is made as to the accuracy of the assumptions made within, or completeness of, any modelling,
scenario analysis or back-testing.
OPINIONS SUBJECT TO All opinions and estimates are given as of the date hereof and are subject to change. The value of any investment
CHANGE may also fluctuate as a result of market changes. Barclays Group is not obliged to inform the recipients of this
communication of any change to such opinions or estimates.

NOT FOR RETAIL This document is being directed at persons who are professionals and is not intended for retail customer use.
REGULATORY Information relating to an investment may be disclosed when required by regulators or other authorities,
DISCLOSURE including tax authorities.

TAX DISCLOSURE All discussions and any related materials relating to the tax treatment or tax structure of any transactions
described in this document (including any attachments) may be disclosed without limitation. This authorisation
of tax disclosure supersedes anything to the contrary contained in this document or otherwise communicated.

CONFIDENTIAL This communication is confidential and is for the benefit and internal use of the recipient for the purpose of
considering the securities/transaction described herein, and no part of it may be reproduced, distributed or
transmitted without the prior written permission of Barclays Group.

ABOUT BARCLAYS Barclays Group offers premier investment banking products and services to its clients through Barclays Bank PLC
GROUP and Barclays Bank Ireland PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Barclays Bank PLC is a
member of the London Stock Exchange. Barclays Bank PLC is registered in England No. 1026167. Registered
Office: 1 Churchill Place, London E14 5HP. Barclays Bank Ireland PLC is authorised and regulated by the Central
Bank of Ireland. Barclays Bank Ireland PLC is registered in Ireland No. 396330. Registered Office: One Molesworth
Street, Dublin 2, Ireland D02 RF29.
COPYRIGHT Copyright Barclays Bank PLC, 2023 (all rights reserved).

Page 10 of 12
APPENDIX

i Basket Type Bloomberg Code Index Sponsor Exchange Related Exchange Reference Asset Initial Level Interest Barrier Autocall Barrier
Constituent (for identification Currency (100.00% of (100.00% of
purposes only) Initial Level Initial Level
displayed to 4 displayed to 4
d.p.) d.p.)

1 NIKKEI 225 Index NKY Nikkei Inc. Tokyo Stock All Exchanges JPY TBD TBD TBD
Index Exchange

2 FTSE 100 Index UKX FTSE International London Stock All Exchanges GBP TBD TBD TBD
INDEX Limited Exchange

3 S&P 500 Index SPX S&P Dow Jones Multi-exchange All Exchanges USD TBD TBD TBD
Index Indices LLC

* "d.p." means decimal places.


"Multi-exchange" means, in respect of each component security of the Index (each, a "Component Security"), the stock exchange on which such Component Security is principally traded, as determined by the
Determination Agent.

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