Document

EX-2.2 2 bbplc-2022x12x31x20fxex22.htm EX-2.2 Document

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2022, Barclays Bank PLC (“Barclays,” the “Company,” “we,” “us,” and “our”) had the following classes of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Act”): Exchange-Traded Notes.

Barclays Bank PLC 2022 Annual Report on Form 20-F 1

Description of Exchange-Traded Notes

The following description of our Exchange-Traded Notes (the “ETNs”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated September 16, 2004, entered into between us and The Bank of New York Mellon, New York Branch, as “Trustee” as amended by a supplemental indenture dated February 22, 2018 (the “Indenture”), which is incorporated by reference as an exhibit to the Annual Report on Form 20-F of which this Exhibit 2.2 is a part. We encourage you to read the Indenture for additional information.

The ETNs are part of a series of debt securities entitled “Global Medium-Term Notes, Series A” (the “medium-term notes”) that we may issue under the Indenture from time to time. The ETNs constitute our unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except those obligations as are preferred by operation of law.

The ETNs are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the FDIC or any other governmental agency or deposit insurance agency of the United States, the United Kingdom or any other jurisdiction.

The Indenture does not limit the amount of debt securities that we may issue. We may, without holders’ consent, create and issue additional securities having the same terms and conditions as a series of ETNs. If there is substantial demand a series of ETNs, we may issue additional ETNs in that series frequently. We may consolidate the additional securities to form a single class with the outstanding ETNs of any series. However, we are under no obligation to create or sell additional ETNs at any time, and if we do create or sell additional ETNs, we may limit such sales and stop selling additional ETNs at any time. We also reserve the right to cease or suspend sales of ETNs from inventory held by our affiliate Barclays Capital Inc. at any time. If we limit, restrict or stop sales of ETNs, or if we subsequently resume sales of ETNs, the liquidity and trading price of the relevant ETNs in the secondary market could be materially and adversely affected.

For the purpose of determining whether the holders of our medium-term notes, of which the ETNs are a part, are entitled to take any action under the Indenture, we will treat the principal amount of the ETNs outstanding as their principal amount. Although the terms of the ETNs may differ from those of the other medium-term notes, holders of specified percentages in principal amount of all medium-term notes, together in some cases with other series of our debt securities, will be able to take action affecting all the medium-term notes, including the ETNs. This action may involve changing some of the terms that apply to the medium-term notes, accelerating the maturity of the medium-term notes after a default or waiving some of our obligations under the Indenture. We discuss these matters under “General Terms of the ETNs—Modification and Waiver” and “—Events of Default; Limitations on Suits” below.

Unless otherwise specified, references to “holders” in this section mean those who own the ETNs registered in their own names, on the books that we or the Trustee, or any successor Trustee, as applicable, maintain for this purpose, and not those who own beneficial interests in the ETNs registered in street name or in the ETNs issued in book-entry form through DTC or another depositary.

Description of iPath® Bloomberg Commodity Index Total ReturnSM Exchange-Traded Notes,

iPath® Bloomberg Lead Subindex Total ReturnSM Exchange-Traded Notes and

iPath® Bloomberg Cocoa Subindex Total ReturnSM Exchange-Traded Notes

Description of iPath® S&P GSCI ® Total Return Index Exchange-Traded Notes

Description of iPath® Pure Beta Broad Commodity Exchange-Traded Notes

Description of iPath® Pure Beta Crude Oil Exchange-Traded Notes

Description of iPath® Series B Bloomberg Agriculture Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Aluminum Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Coffee Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Copper Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Cotton Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Energy Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Grains Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Industrial Metals Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Livestock Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Nickel Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Platinum Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Precious Metals Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Softs Subindex Total ReturnSM Exchange-Traded Notes,

iPath® Series B Bloomberg Sugar Subindex Total ReturnSM Exchange-Traded Notes and

iPath® Series B Bloomberg Tin Subindex Total ReturnSM Exchange-Traded Notes

Description of iPath® Series B Bloomberg Natural Gas Subindex Total ReturnSM Exchange-Traded Notes

Description of iPath® Series B S&P 500® VIX Short-Term FuturesTM Exchange-Traded Notes and

iPath® Series B S&P 500® VIX Mid-Term FuturesTM Exchange-Traded Notes

Description of iPath® Select MLP Exchange-Traded Notes

Description of iPath® Series B Global Carbon Exchange-Traded Notes

General Terms of the ETNs

Material U.S. Federal Income Tax Considerations

Description of iPath® Bloomberg Commodity Index Total ReturnSM Exchange-Traded Notes, iPath® Bloomberg Lead Subindex Total ReturnSM Exchange-Traded Notes and iPath® Bloomberg Cocoa Subindex Total ReturnSM Exchange-Traded Notes

Terms defined within this “Description of iPath® Bloomberg Commodity Index Total ReturnSM Exchange-Traded Notes, iPath® Bloomberg Lead Subindex Total ReturnSM Exchange-Traded Notes and iPath® Bloomberg Cocoa Subindex Total ReturnSM Exchange-Traded Notes” section are defined only with respect to this section.

Barclays Bank PLC 2022 Annual Report on Form 20-F 2

General

The return on iPath® Bloomberg Commodity Index Total ReturnSM Exchange-Traded Notes (“Commodity Index ETNs”) is linked to the performance of the Bloomberg Commodity Index Total ReturnSM (the “Commodity Index” or the “BCOM Index”). The return on each of iPath® Bloomberg Lead Subindex Total ReturnSM Exchange-Traded Notes (“Lead ETNs”) and iPath® Bloomberg Cocoa Subindex Total ReturnSM Exchange-Traded Notes (“Cocoa ETNs,” together with the Commodity Index ETNs and the Lead ETNs, the “ETNs”) are linked to the performance of the Bloomberg Lead Subindex Total ReturnSM and the Bloomberg Cocoa Subindex Total ReturnSM, respectively (the “Sub-Indices,” and together with the Commodity Index, the “Indices”). The Commodity Index is designed to be a benchmark for commodities as an asset class, and the Sub-Indices are each designed to be benchmarks for specific types of commodities. Each Index is composed of one or more futures contracts on physical commodities (the “index components”) and is intended to reflect the returns that are potentially available through an unleveraged investment in the futures contract or contracts on the physical commodity or commodities comprising the relevant Index plus the rate of interest that could be earned on cash collateral invested in specified Treasury Bills. The Indices are the exclusive property of UBS Securities LLC (collectively with its affiliates, “UBS”) and its licensor. On July 1, 2014, UBS entered into a commodity index license agreement with Bloomberg Finance L.P., whereby UBS has engaged Bloomberg’s services for calculation, publication, administration and marketing of the Bloomberg Commodity IndexesSM. Each Index is now calculated, administered and published by Bloomberg Index Services Limited (“BISL” or the “Index Administrator” and, collectively with its affiliates, “Bloomberg” and, together with UBS, the “Index Sponsors”). The ETNs are traded on the NYSE Arca stock exchange under the ticker symbols “DJP,” “LD” and “NIB,” respectively.

Inception, Issuance, and Maturity

The Commodity Index ETNs were first sold on June 6, 2006, were first issued on June 9, 2006, and are due on June 12, 2036. The Cocoa ETNs and the Lead ETNs were each first sold on June 24, 2008, were each first issued on June 27, 2008, and are each due on June 24, 2038.

We refer to June 6, 2006 and June 24, 2008, respectively, as the “inception date,” June 9, 2006 and June 27, 2008, respectively, as the “issue date” and June 12, 2036 and June 24, 2038, respectively, as the “maturity date.”

If the maturity date for a series of ETNs is not a business day, the maturity date will be the next following business day. If the fifth business day before this day does not qualify as a valuation date, then the maturity date will be the fifth business day following the final valuation date. The calculation agent may postpone the final valuation date — and therefore the maturity date — if a market disruption event occurs or is continuing on a day that would otherwise be the final valuation date.

In the event that payment at maturity is deferred beyond the stated maturity date, penalty interest will not accrue or be payable with respect to that deferred payment.

Coupon

We will not pay holders interest during the term of the ETNs.

Denomination

The ETNs are in denominations of $50.

Split or Reverse Split of the ETNs

On any business day we may elect to initiate a split of the ETNs or a reverse split of the ETNs. Such date shall be deemed to be the “Announcement Date”, and we will issue a notice to holders of the relevant ETNs and a press release announcing the split or reverse split, specifying the effective date of the split or reverse split and the split or reverse split ratio.

If a series of ETNs undergoes a split, we will adjust the terms of such series of ETNs accordingly. The record date for the split will be the 9th business day after the Announcement Date. Any adjustment of the principal amount of such series of ETNs will be rounded to 8 decimal places. The split will become effective at the opening of trading of such series of ETNs on the business day immediately following the record date.

In the case of a reverse split of a series of ETNs, we reserve the right to address odd numbers of ETNs of such series (commonly referred to as “partials”) in a commercially reasonable manner determined by us in our sole discretion. The record date for the reverse split will be on the 9th business day after the Announcement Date. Any adjustment of principal amount of such series of ETNs will be rounded to 8 decimal places. The reverse split will become effective at the opening of trading of such series of ETNs on the business day immediately following the record date.

In the case of a reverse split of a series of ETNs, holders who own a number of ETNs of such series on the record date which is not evenly divisible by the split ratio will receive the same treatment as all other holders of such series of ETNs for the maximum number of ETNs of such series they hold which is evenly divisible by the split ratio, and we will have the right to compensate holders for their remaining or “partial” ETNs in a commercially reasonable manner determined by us in our sole discretion. Our current intention is to provide holders with a cash payment for their partials on the 17th business day following the Announcement Date in an amount equal to the appropriate percentage of the principal amount of the reverse split-adjusted ETNs on the 14th business day following the Announcement Date times the index factor on the applicable business day minus the investor fee on the applicable business day.

In the event of a reverse split, the redemption amount will be adjusted accordingly by the Issuer, in its sole discretion and in a In the case of a reverse split, holders who own commercially reasonable manner, to take into account the reverse split.

Payment at Maturity

Barclays Bank PLC 2022 Annual Report on Form 20-F 3

an amount equal to (1) the principal amount of the ETNs times (2) the applicable index factor on the final valuation date minus (3) the applicable investor fee on the final valuation date.

For any series of ETNs, the index factor for the Index underlying the ETNs on the final valuation date will be equal to the final index level divided by the initial index level. The initial index level is the closing value of the Index underlying the ETNs on the inception date and the final index level is the closing value of the Index underlying the ETNs on the final valuation date.

Investor Fee

The investor fee for a series of ETNs on the final valuation date is equal to (1) (a) 0.75% per year (for the period from the inception date to and including April 30, 2015) and (b) 0.70% per year (for the period beginning the day after April 30, 2015 until the redemption date or the maturity date) times (2) the principal amount of the ETNs times (3) the applicable index factor, calculated on a daily basis in the following manner: The accrued investor fee on the inception date of the ETNs was equal to zero. On each subsequent calendar day until and including April 30, 2015, the accrued investor fee increased by an amount equal to (1) 0.75% per year times (2) the principal amount of the ETNs times (3) the applicable index factor on that day (or, if such day is not a trading, the index factor on the immediately preceding trading day) divided by (4) 365. For the period beginning on, but not including April 30, 2015 and ending on, and including the redemption date, or the maturity date, the accrued investor fee increases by an amount equal to (1) 0.70% per year times (2) the principal amount of the ETNs times (3) the applicable index factor on that day (or, if such day is not a trading day, the index factor on the immediately preceding trading day) divided by (4) 365.

Because the investor fee reduces the amount of return to holders at maturity or upon early redemption, the value of the Index underlying the ETNs must increase significantly in order for holders to receive at least the principal amount of their investment at maturity or upon early redemption. If the value of the Index underlying the ETNs decreases or does not increase sufficiently, holders will receive less than the principal amount of their investment at maturity or upon early redemption.

Payment Upon Holder Redemption

Prior to maturity, holders may, subject to certain restrictions, redeem their ETNs on any holder redemption date during the term of the ETNs, provided that they present at least 30,000 ETNs of the same series for redemption, or their broker or other financial intermediary (such as a bank or other financial institution not required to register as a broker-dealer to engage in securities transactions) bundles their ETNs for redemption with those of other investors to reach this minimum. If holders choose to redeem their ETNs on a particular holder redemption date, they will receive a cash payment in U.S. dollars on such date in an amount equal to the daily redemption value, which is (1) the principal amount of the ETNs times (2) the applicable index factor on the applicable valuation date minus (3) the applicable investor fee on the applicable valuation date. Holders must redeem at least 30,000 ETNs of the same series at one time in order to exercise their right to redeem their ETNs on any holder redemption date. We may from time to time in our sole discretion reduce, in part or in whole, the minimum redemption amount of 30,000 ETNs. Any such reduction will be applied on a consistent basis for all holders of the relevant ETNs at the time the reduction becomes effective.

The index factor for a series of ETNs on the relevant valuation date is the closing value of the Index underlying such ETNs on that day divided by the initial index level. The initial index level is the closing value of the Index underlying the ETNs on the relevant inception date.

The investor fee is calculated as described in “— Investor Fee.”

In the event that payment upon holder redemption is deferred beyond the original holder redemption date, penalty interest will not accrue or be payable with respect to that deferred payment.

Payment Upon Issuer Redemption

Prior to maturity, we may, at our sole discretion, choose to redeem the ETNs (in whole but not in part) on any issuer redemption date during the term of the ETNs. If we elect to redeem the ETNs, we will deliver written notice of such election to redeem to the holders of the ETNs not less than 10 calendar days prior to the issuer redemption date specified by us in such notice. In this scenario, the ETNs will be redeemed on the date specified by us in such notice. In this scenario, the ETNs will be redeemed on the date specified by us in the issuer redemption notice, but in no event prior to the tenth calendar day following the date on which we deliver such notice. If we exercise our right to redeem the ETNs, holders will receive a cash payment in U.S. dollars on that date in an amount equal to (1) the principal amount of the ETNs times (2) the applicable index factor for that series of ETNs on the applicable valuation date minus (3) the investor fee for that series of ETNs on the applicable valuation date.

The investor fee is calculated as described in “— Investor Fee.”

In the event that payment upon issuer redemption is deferred beyond the original issuer redemption date, penalty interest will not accrue or be payable with respect to that deferred payment.

Valuation Date

In the case of the Commodity Index ETNs, a valuation date is each business day from June 15, 2006 to June 5, 2036, inclusive (subject to the occurrence of a market disruption event), or, if such date is not a trading day, the next succeeding trading day, not to exceed five trading days. We refer to Thursday, June 5, 2036, as the “final valuation date” for the Commodity Index ETNs.

In the case of the Cocoa ETNs and the Lead ETNs, a valuation date is each business day from June 25, 2008 to June 17, 2038, inclusive (subject to the occurrence of a market disruption event), or, if such date is not a trading day, the next succeeding trading day, not to exceed five trading days. We refer to June 17, 2038, as the “final valuation date” for these series of ETNs.

Barclays Bank PLC 2022 Annual Report on Form 20-F 4

Redemption Date

A holder redemption date is the third business day following each valuation date (other than the final valuation date), where the final redemption date for each series of ETNs will be the third business day following the valuation date that is immediately prior to the final valuation date for that series of ETNs.

An issuer redemption date is the date specified by us in the issuer redemption notice, which will in no event be prior to the tenth calendar day following the date on which we deliver such notice.

Early Redemption Procedures

Holder Redemption Procedures

Holders may, subject to the minimum redemption amount described above, elect to redeem their ETNs on any holder redemption date. To redeem their ETNs, holders must instruct their broker or other person with whom they hold their ETNs to deliver a notice of redemption to us via facsimile or email by no later than 4:00 p.m., New York City time, on the business day prior to the applicable valuation date.

Issuer Redemption Procedures

We have the right to redeem or “call” any series of ETNs (in whole but not in part) at our sole discretion without holders’ consent on any issuer redemption date until and including maturity. If we elect to redeem any series of ETNs, we will deliver written notice of such election to redeem to DTC and the Trustee not less than ten calendar days prior to the issuer redemption date specified by us in such notice. In this scenario, the final valuation date will be deemed to be the date specified by us in the notice (subject to postponement in the event of a market disruption event), and the ETNs will be redeemed on the issuer redemption date specified by us in such notice, but in no event prior to the tenth calendar day following the date on which we deliver such notice.

Market Disruption Event

As set forth under “— Payment at Maturity,” “— Payment Upon Holder Redemption” and “— Payment Upon Issuer Redemption” above, the calculation agent will determine the value of the relevant Index on each valuation date, including the final valuation date. As described above, a valuation date for any series of ETNs may be postponed and thus the determination of the value of the relevant Index may be postponed if the calculation agent determines that, on a valuation date, a market disruption event has occurred or is continuing in respect of any index component. If such a postponement occurs, the index components unaffected by the market disruption event shall be determined on the scheduled valuation date and the value of the affected index component shall be determined using the closing value of the affected index component on the first trading day after that day on which no market disruption event occurs or is continuing. In no event, however, will a valuation date for a series of ETNs be postponed by more than five trading days.

If a valuation date is postponed until the fifth trading day following the scheduled valuation date but a market disruption event occurs or is continuing on such day, that day will nevertheless be the valuation date and the calculation agent will make a good faith estimate in its sole discretion of the value of the relevant Index for such day.

Any of the following will be a “market disruption event”:

•a material limitation, suspension or disruption in the trading of any index component which results in a failure by the trading facility on which the relevant contract is traded to report a daily contract reference price (the price of the relevant contract that is used as a reference or benchmark by market participants);

•the daily contract reference price for any index component is a “limit price”, which means that the daily contract reference price for such contract has increased or decreased from the previous day’s daily contract reference price by the maximum amount permitted under the applicable rules or procedures of the relevant trading facility;

•failure by the Index Sponsors to publish the closing value of the relevant Index or of the applicable trading facility or other price source to announce or publish the daily contract reference price for one or more index components; or

•any other event, if the calculation agent determines in its sole discretion that the event materially interferes with our ability or the ability of any of our affiliates to unwind all or a material portion of a hedge with respect to the ETNs that we or our affiliates have effected or may effect.

The following events will not be market disruption events:

•a limitation on the hours or numbers of days of trading on a trading facility on which any index component is traded, but only if the limitation results from an announced change in the regular business hours of the relevant market; or

•a decision by a trading facility to permanently discontinue trading in any index component.

Default Amount on Acceleration

If an Event of Default (as defined below) occurs and the maturity of a series of ETNs is accelerated, we will pay the default amount in respect of the principal of that series of ETNs at maturity. We describe the default amount below under “General Terms of the ETNs—Default Amount”.

Discontinuance or Modification of an Index

If the Index Sponsors discontinue publication of an Index and they or any other person or entity publishes an index that the calculation agent determines is comparable to the discontinued Index and approves as a successor index, then the calculation agent will determine the value of the relevant Index on the applicable valuation date and the amount payable at maturity or upon redemption by reference to such successor index.

Barclays Bank PLC 2022 Annual Report on Form 20-F 5

Index is required to be determined, or if for any other reason an Index is not available to us or the calculation agent on the relevant date, the calculation agent will determine the amount payable by a computation methodology that the calculation agent determines will as closely as reasonably possible replicate the relevant Index.

If the calculation agent determines that an Index, the index components of an Index or the method of calculating an Index has been changed at any time in any respect—including any addition, deletion or substitution and any reweighting or rebalancing of index components, and whether the change is made by the Index Sponsors under their existing policies or following a modification of those policies, is due to the publication of a successor index, is due to events affecting one or more of the index components, or is due to any other reason—then the calculation agent will be permitted (but not required) to make such adjustments to that Index or method of calculating that Index as it believes are appropriate to ensure that the value of the Index used to determine the amount payable on the maturity date or upon redemption is equitable.

All determinations and adjustments to be made by the calculation agent with respect to the value of an Index and the amount payable at maturity or upon redemption or otherwise relating to the value of an Index may be made in the calculation agent’s sole discretion.

Business Day

When we refer to a business day with respect to a series of ETNs, we mean a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in London or New York City generally are authorized or obligated by law, regulation or executive order to close.

Description of iPath® S&P GSCI® Total Return Index Exchange-Traded Notes

Terms defined within this “Description of iPath® S&P GSCI® Total Return Index Exchange-Traded Notes” section are defined only with respect to this section.

General

The return on the iPath® S&P GSCI® Total Return Index Exchange-Traded Notes (the “ETNs”) is linked to the performance of the S&P GSCI® Total Return Index (the “Index”). The Index is composed of one or more futures contracts on physical commodities (the “index components”) and reflects the excess returns that are potentially available through an unleveraged investment in the futures contracts comprising the S&P GSCI® Commodity Index (the “S&P GSCI”), plus the Treasury Bill rate of interest that could be earned on funds committed to the trading of the underlying futures contracts. The S&P GSCI is an index on a production-weighted basket of futures contracts on physical commodities traded on trading facilities in major industrialized countries. S&P Dow Jones Indices LLC (“SPDJI” or the “Index Sponsor”) is responsible for calculating, publishing and maintaining the Index. The ETNs are traded on The New York Stock Exchange under the ticker symbol “GSP.”

Inception, Issuance, and Maturity

The ETNs were first sold on June 6, 2006 (the “inception date”), were first issued on June 9, 2006 (the “issue date”) and are due on June 12, 2036 (the “maturity date”).

If the maturity date is not a business day, the maturity date will be the next following business day. If the fifth business day before this day does not qualify as a valuation date, then the maturity date will be the fifth business day following the final valuation date. The calculation agent may postpone the final valuation date — and therefore the maturity date — if a market disruption event occurs or is continuing on a day that would otherwise be the final valuation date.

In the event that payment at maturity is deferred beyond the stated maturity date, penalty interest will not accrue or be payable with respect to that deferred payment.

Coupon

We will not pay holders interest during the term of the ETNs.

Denomination

The ETNs are in denominations of $50.

Split or Reverse Split of the ETNs

On any business day we may elect to initiate a split of the ETNs or a reverse split of the ETNs. Such date shall be deemed to be the “Announcement Date”, and we will issue a notice to holders of the ETNs and a press release announcing the split or reverse split, specifying the effective date of the split or reverse split and the split or reverse split ratio.

If the ETNs undergo a split, we will adjust the terms of the ETNs accordingly. The record date for the split will be the 9th business day after the Announcement Date. Any adjustment of the principal amount of the ETNs will be rounded to 8 decimal places. The split will become effective at the opening of trading of the ETNs on the business day immediately following the record date.

In the case of a reverse split, we reserve the right to address odd numbers of ETNs (commonly referred to as “partials”) in a commercially reasonable manner determined by us in our sole discretion. The record date for the reverse split will be on the 9th business day after the Announcement Date. Any adjustment of principal amount of the ETNs will be rounded to 8 decimal places. The reverse split will become effective at the opening of trading of the ETNs on the business day immediately following the record date.

In the case of a reverse split of the ETNs, holders who own a number of the ETNs on the record date which is not evenly divisible by the split ratio will receive the same treatment as all other holders for the maximum number of the ETNs they hold which is evenly divisible by the split ratio, and we will have the right to compensate holders for their remaining or “partial” ETNs in a commercially reasonable manner

Barclays Bank PLC 2022 Annual Report on Form 20-F 6

determined by us in our sole discretion. Our current intention is to provide holders with a cash payment for such partial ETNs on the 17th business day following the Announcement Date in an amount equal to the appropriate percentage of the principal amount of the reverse split-adjusted ETNs on the 14th business day following the Announcement Date times the index factor on the applicable business day minus the investor fee on the applicable business day.

In the event of a reverse split, the redemption amount will be adjusted accordingly by the Issuer, in its sole discretion and in a commercially reasonable manner, to take into account the reverse split.

Payment at Maturity

If holders hold their ETNs to maturity, they will receive a cash payment in U.S. dollars at maturity that is linked to percentage change in the value of the Index between the inception date and the final valuation date. The cash payment in U.S. dollars at maturity for the ETNs will be an amount equal to (1) the principal amount of the ETNs times (2) the index factor on the final valuation date minus (3) the investor fee on the final valuation date.

The index factor for the ETNs on the final valuation date will be equal to the final index level divided by the initial index level. The initial index level is the closing value of the Index on the inception date and the final index level is the closing value of the Index on the final valuation date.

Investor Fee

The investor fee for the ETNs on the final valuation date is equal to (1) (a) 0.75% per year (for the period from the inception date to and including April 30, 2015) and (b) 0.70% per year (for the period beginning the day after April 30, 2015 until the redemption date or the maturity date) times (2) the principal amount of the ETNs times (3) the applicable index factor, calculated on a daily basis in the following manner: The accrued investor fee on the inception date was equal to zero. On each subsequent calendar day until and including April 30, 2015, the accrued investor fee increased by an amount equal to (1) 0.75% per year times (2) the principal amount of the ETNs times (3) the applicable index factor on that day (or, if such day is not a trading day, the index factor on the immediately preceding trading day) divided by (4) 365. For the period beginning on, but not including April 30, 2015 and ending on, and including the redemption date, or the maturity date, the accrued investor fee increases by an amount equal to (1) 0.70% per year times (2) the principal amount of the ETNs times (3) the applicable index factor on that day (or, if such day is not a trading day, the index factor on the immediately preceding trading day) divided by (4) 365.

Because the investor fee reduces the amount of return to holders at maturity or upon early redemption, the value of the Index must increase significantly in order for holders to receive at least the principal amount of their investment at maturity or upon early redemption. If the value of the Index decreases or does not increase sufficiently, holders will receive less than the principal amount of their investment at maturity or upon early redemption.

Payment Upon Holder Redemption

Prior to maturity, holders may, subject to certain restrictions, redeem their ETNs on any holder redemption date during the term of the ETNs, provided that they present at least 30,000 ETNs for redemption, or their broker or other financial intermediary (such as a bank or other financial institution not required to register as a broker-dealer to engage in securities transactions) bundles their ETNs for redemption with those of other investors to reach this minimum. If holders choose to redeem their ETNs on a particular holder redemption date, they will receive a cash payment in U.S. dollars on that date in an amount equal to the daily redemption value, which is (1) the principal amount of the ETNs times (2) the applicable index factor on the applicable valuation date minus (3) the investor fee on the applicable valuation date. Holders must redeem at least 30,000 ETNs at one time in order to exercise their right to redeem their ETNs on any holder redemption date. We may from time to time in our sole discretion reduce, in part or in whole, the minimum redemption amount of 30,000 ETNs. Any such reduction will be applied on a consistent basis for all holders of the relevant ETNs at the time the reduction becomes effective.

The index factor for the ETNs on the relevant valuation date is the closing value of the Index on that day divided by the initial index level. The initial index level is the closing value of the Index on the inception date.

The investor fee is calculated as described in “— Investor Fee.”

In the event that payment upon holder redemption is deferred beyond the original holder redemption date, penalty interest will not accrue or be payable with respect to that deferred payment.

Payment Upon Issuer Redemption

Prior to maturity, we may, at our sole discretion, choose to redeem the ETNs ( in whole but not in part) on any issuer redemption date during the term of the ETNs. If we elect to redeem the ETNs, we will deliver written notice of such election to redeem to the holders of the ETNs not less than 10 calendar days prior to the issuer redemption date specified by us in such notice. In this scenario, the ETNs will be redeemed on the date specified by us in such notice. In this scenario, the ETNs will be redeemed on the date specified by us in the issuer redemption notice, but in no event prior to the tenth calendar day following the date on which we deliver such notice. If we exercise our right to redeem the ETNs, holders will receive a cash payment in U.S. dollars on that date in an amount equal to (1) the principal amount of the ETNs times (2) the applicable index factor on the applicable valuation date minus (3) the investor fee on the applicable valuation date.

The index factor on the relevant valuation date is the closing value of the Index on that day divided by the initial index level. The initial index level is the closing value of the Index on the inception date.

The investor fee is calculated as described in “— Investor Fee.”

In the event that payment upon issuer redemption is deferred beyond the original issuer redemption date, penalty interest will not accrue or be payable with respect to that deferred payment.

Barclays Bank PLC 2022 Annual Report on Form 20-F 7

Valuation Date

A valuation date is each business day from June 15, 2006 to June 5, 2036, inclusive (subject to the occurrence of a market disruption event), or, if such date is not a trading day, the next succeeding trading day, not to exceed five trading days We refer to Thursday, June 5, 2036, as the “final valuation date”.

Redemption Date

A holder redemption date is the third business day following each valuation date (other than the final valuation date), where the final redemption date for the ETNs will be the third business day following the valuation date that is immediately prior to the final valuation date.

An issuer redemption date is the date specified by us in the issuer redemption notice, which will in no event be prior to the tenth calendar day following the date on which we deliver such notice.

Early Redemption Procedures

Holder Redemption Procedures

Issuer Redemption Procedures

We have the right to redeem or “call” the ETNs (in whole but not in part) at our sole discretion without holders’ consent on any issuer redemption date until and including maturity. If we elect to redeem the ETNs, we will deliver written notice of such election to redeem to DTC and the Trustee not less than ten calendar days prior to the issuer redemption date specified by us in such notice. In this scenario, the final valuation date will be deemed to be the date specified by us in the notice (subject to postponement in the event of a market disruption event), and the ETNs will be redeemed on the issuer redemption date specified by us in such notice, but in no event prior to the tenth calendar day following the date on which we deliver such notice.

Market Disruption Event

As set forth under “— Payment at Maturity,” “— Payment Upon Holder Redemption” and “— Payment Upon Issuer Redemption” above, the calculation agent will determine the value of the Index on each valuation date, including the final valuation date. As described above, a valuation date may be postponed and thus the determination of the value of the Index may be postponed if the calculation agent determines that, on a valuation date, a market disruption event has occurred or is continuing in respect of any index component. If such a postponement occurs, the index components unaffected by the market disruption event shall be determined on the scheduled valuation date and the value of the affected index component shall be determined using the closing value of the affected index component on the first trading day after that day on which no market disruption event occurs or is continuing. In no event, however, will a valuation date be postponed by more than five trading days.

If a valuation date is postponed until the fifth trading day following the scheduled valuation date, but a market disruption event occurs or is continuing on such day, that day will nevertheless be the valuation date and the calculation agent will make a good faith estimate in its sole discretion of the value of the Index for such day.

Any of the following will be a “market disruption event”:

a material limitation, suspension or disruption in the trading of any index component which results in a failure by the Trading Facility on which the relevant contract is traded to report a daily contract reference price (the price of the relevant contract that is used as a reference or benchmark by market participants);

the daily contract reference price for any index component is a “limit price”, which means that the daily contract reference price for such contract has increased or decreased from the previous day’s daily contract reference price by the maximum amount permitted under the applicable rules or procedures of the relevant Trading Facility;

failure by the Index Sponsor to publish the closing value of the Index or of the applicable Trading Facility or other price source to announce or publish the daily contract reference price for one or more index components; or

any other event, if the calculation agent determines in its sole discretion that the event materially interferes with our ability or the ability of any of our affiliates to unwind all or a material portion of a hedge with respect to the ETNs that we or our affiliates have effected or may effect.

The following events will not be market disruption events:

a limitation on the hours or numbers of days of trading on a Trading Facility on which any index component is traded, but only if the limitation results from an announced change in the regular business hours of the relevant market; or

a decision by a Trading Facility to permanently discontinue trading in any index component.

Default Amount on Acceleration

If an Event of Default (as defined below) occurs and the maturity of the ETNs is accelerated, we will pay the default amount in respect of the principal of the ETNs at maturity. We describe the default amount below under “General Terms of the ETNs—Default Amount”.

Discontinuance or Modification of the Index

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value of the Index on the applicable valuation date and the amount payable at maturity or upon redemption by reference to such successor index.

If the calculation agent determines that the publication of the Index is discontinued and that there is no successor index, or that the closing level of the Index is not available because of a market disruption event or for any other reason, on the date on which the value of that Index is required to be determined, or if for any other reason the Index is not available to us or the calculation agent on the relevant date, the calculation agent will determine the amount payable by a computation methodology that the calculation agent determines will as closely as reasonably possible replicate the Index.

If the calculation agent determines that the Index, the index components of the Index or the method of calculating the Index has been changed at any time in any respect—including any addition, deletion or substitution and any reweighting or rebalancing of index components, and whether the change is made by the Index Sponsor under its existing policies or following a modification of those policies, is due to the publication of a successor index, is due to events affecting one or more of the index components, or is due to any other reason—then the calculation agent will be permitted (but not required) to make such adjustments to that Index or method of calculating that Index as it believes are appropriate to ensure that the value of the Index used to determine the amount payable on the maturity date or upon redemption is equitable.

All determinations and adjustments to be made by the calculation agent with respect to the value of the Index and the amount payable at maturity or upon redemption or otherwise relating to the value of the Index may be made in the calculation agent’s sole discretion.

Business Day

When we refer to a business day, we mean a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in London or New York City generally are authorized or obligated by law, regulation or executive order to close.

Description of iPath® Pure Beta Broad Commodity Exchange-Traded Notes

Terms defined within this “Description of iPath® Pure Beta Broad Commodity Exchange-Traded Notes” section are defined only with respect to this section.

General

The return of the iPath® Pure Beta Broad Commodity Exchange-Traded Notes (the “ETNs”) is linked to the performance of the Barclays Commodity Index Pure Beta TR (the “Index”). The Index is designed to give investors exposure to total returns of the commodities included in the Barclays Commodity Index Total Return (the “Reference Index”), while mitigating the effects of certain distortions in the commodity markets on such returns through the application of the Barclays Pure Beta Series 2 Methodology. The Index is comprised of a basket of exchange-traded futures contracts for the same commodities that are included in the Reference Index, as adjusted from time to time. However, unlike the Reference Index, which rolls its exposure to the futures contracts on a monthly basis in accordance with a pre-determined roll schedule, the Index may roll into one of a number of futures contracts with varying expiration dates, as selected using the Barclays Pure Beta Series 2 Methodology. The Index and the Reference Index were created by, and are administered, calculated and published by, Barclays Bank PLC (the “Index Sponsor”), which is the owner of the intellectual property and licensing rights relating to the Index and Reference Index. The ETNs are traded on The NYSE Arca exchange under the ticker symbol “BCM.”

Coupon

We will not pay holders interest during the term of the ETNs.

Denomination

The ETNs are in denominations of $50.

Payment at Maturity

If holders or we have not previously redeemed the ETNs, holders will receive a cash payment in U.S. dollars at maturity per ETN in an amount equal to the applicable closing indicative value on the final valuation date for their ETNs.

Inception, Issuance and Maturity

The ETNs were first sold on April 20, 2011 (the “inception date”). The ETNs was first issued on April 26, 2011 (the “issue date”), and will be due on April 18, 2041 (the “maturity date”).

In the event that payment at maturity is deferred beyond the stated maturity date, penalty interest will not accrue or be payable with respect to that deferred payment.

Payment Upon Holder Redemption and Upon Issuer Redemption

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of other investors to reach this minimum. If holders redeem their ETNs on a particular redemption date, they will receive a cash payment in U.S. dollars per ETN on that date in an amount equal to the applicable closing indicative value on the applicable valuation date. Holders must redeem at least 50,000 ETNs at one time in order to exercise their right to redeem their ETNs on any redemption date. We may from time to time in our sole discretion reduce, in part or in whole, the minimum redemption amount of 50,000 ETNs. Any such reduction will be applied on a consistent basis for all holders of ETNs at the time the reduction becomes effective.

Prior to maturity, we may redeem the ETNs (in whole but not in part) at our sole discretion on any business day on or after the inception date until and including maturity. If we redeem the ETNs, holders will receive a cash payment in U.S. dollars per ETN in an amount equal to the applicable closing indicative value on the applicable valuation date.

In the event that payment upon early redemption is deferred beyond the original redemption date, penalty interest will not accrue or be payable with respect to that deferred payment.

The “closing indicative value” per ETN for the ETNs on any given calendar day will be calculated in the following manner: The closing indicative value on the inception date was $50. On each subsequent calendar day until maturity or early redemption, the closing indicative value per ETN will equal (1) the closing indicative value on the immediately preceding calendar day times (2) the daily index factor on such calendar day (or, if such day is not an index business day, one) minus (3) the investor fee on such calendar day minus (4) the applicable futures execution cost on such calendar day.

The “daily index factor” for the ETNs on any index business day will equal (1) the closing level of the Index on such index business day divided by (2) the closing level of the underlying Index on the immediately preceding index business day.

The “investor fee” per ETN is calculated in the following manner:

The investor fee per ETN on the inception date was zero. On each subsequent calendar day until and including August 31, 2016, the investor fee per ETN was equal to (1) 0.75% times (2) the applicable closing indicative value on the immediately preceding calendar day times (3) the applicable daily index factor on that day (or, if such day is not an index business day, one) divided by (4) 365. For the period beginning on, but excluding, August 31, 2016 and ending on, and including, the redemption date or the maturity date, the investor fee per ETN on any calendar day will be equal to (1) 0.60% times (2) the applicable closing indicative value on the immediately preceding calendar day times (3) the applicable daily index factor on that day (or, if such day is not an index business day, one) divided by (4) 365. Because the investor fee is calculated and subtracted from the closing indicative value on a daily basis, the net effect of the fee accumulates over time and is subtracted at the rate of 0.75% per year for the period from the inception date to, and including, August 31, 2016 or 0.60% per year for the period beginning after August 31, 2016. Because the net effect of the investor fee is a fixed percentage of the value of each ETN, the aggregate effect of the investor fee will increase or decrease in a manner directly proportional to the value of each ETN and the amount of ETNs that are held, as applicable.

The “futures execution cost” is designed to approximate the estimated costs of maintaining a rolling position in the futures contracts underlying the Index. The futures execution cost per ETN on any given calendar day will be calculated in the following manner: The futures execution cost for the ETNs on the inception date will equal zero. On each subsequent calendar day until maturity or early redemption of the ETNs, the futures execution cost for each ETN will be equal to (1) 0.10% times (2) the applicable closing indicative value on the immediately preceding calendar day times (3) the daily index factor on such calendar day (or, if such day is not an index business day, one) divided by (4) 365. The net effect of the futures execution cost accumulates over time and is subtracted at the rate of 0.10% per year. Because the net effect of the futures execution cost is a fixed percentage of the value of each ETN, the aggregate effect of the futures execution cost will increase or decrease in a manner directly proportional to the value of each ETN and the amount of ETNs that are held, as applicable.

An “index business day” for the Index is a day on which the Index is calculated, as determined by the NYSE Euronext Holiday & Hours schedule, as published on http://www.nyse.com/about/newsevents/1176373643795.html or any successor website thereto.

A “valuation date” is each business day from April 20, 2011 to April 15, 2041, inclusive (subject to the occurrence of a market disruption event), or, if such date is not a trading day, the next succeeding trading day, not to exceed five trading days. We refer to April 15, 2041 as the “final valuation date”.

Redemption Date for Holder Redemption

In the case of holder redemption, a redemption date is the third business day following a valuation date (other than the final valuation date). The final redemption date will be the third business day following the valuation date that is immediately prior to the final valuation date.

Redemption Date for Issuer Redemption

In the case of issuer redemption, a redemption date is the date specified by us in the issuer redemption notice, which will in no event be prior to the tenth calendar day following the date on which we deliver such notice.

Trading Day

A trading day is a day on which (i) the value of the Index to which the ETNs are linked is published by the Index Sponsor, (ii) trading is generally conducted on NYSE Arca and (iii) trading is generally conducted on the markets on which the futures contracts underlying the Index are traded, in each case as determined by the calculation agent in its sole discretion.

Early Holder Redemption Procedures

Holders may, subject to the minimum redemption amount described above, elect to redeem their ETNs on any redemption date. To redeem their ETNs, holders must instruct their broker or other person with whom they hold their ETNs to deliver a notice of holder redemption to us via facsimile or email by no later than 4:00 p.m., New York City time, on the business day prior to the applicable valuation date.

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If holders elect to redeem their ETNs on a redemption date that is later in time than the redemption date resulting from our subsequent election to exercise our issuer redemption right, their election to redeem their ETNs will be deemed to be ineffective, and their ETNs will instead be redeemed on the redemption date pursuant to such issuer redemption.

Issuer Redemption Procedures

We have the right to redeem or “call” the ETNs (in whole but not in part) at our sole discretion without holders’ consent on any business day on or after inception date until and including maturity. If we elect to redeem the ETNs, we will deliver written notice of such election to redeem to the holders of such ETNs not less than ten calendar days prior to the redemption date specified by us in such notice. In this scenario, the final valuation date will be deemed to be the fifth trading day prior to the redemption date (subject to postponement in the event of a market disruption event), and the ETNs will be redeemed on the date specified by us in the issuer redemption notice, but in no event prior to the tenth calendar day following the date on which we deliver such notice.

Market Disruption Event

As set forth under “— Payment at Maturity” and “— Payment Upon Holder Redemption and Upon Issuer Redemption” above, the calculation agent will determine the value of the Index on each valuation date, including the final valuation date. As described above, a valuation date may be postponed and thus the determination of the value of the Index may be postponed if the calculation agent determines that, on a valuation date, a market disruption event has occurred or is continuing in respect of any index component. If such a postponement occurs, the value of the index components unaffected by the market disruption event shall be determined on the scheduled valuation date, and the value of the affected index component shall be determined using the closing value of the affected index component on the first trading day after that day on which no market disruption event occurs or is continuing. In no event, however, will a valuation date be postponed by more than five trading days.

Any of the following will be a “market disruption event”:

•failure of the applicable trading facility or other price source to announce or publish the daily contract reference price for an index component; or

The following events will not be market disruption events:

•a decision by a trading facility to permanently discontinue trading in any index component.

Default Amount on Acceleration

Discontinuance or Modification of the Index

If the Index Sponsor discontinues publication of the Index and it or any other person or entity publishes an index that the calculation agent determines is comparable to the discontinued Index and approves as a successor index, then the calculation agent will determine the value of the Index on the applicable valuation date and the amount payable at maturity or upon early redemption by reference to such successor index.

If the calculation agent determines that the publication of the Index is discontinued and that there is no successor index, or that the closing level of the Index is not available because of a market disruption event or for any other reason, on the date on which the value of the Index is required to be determined, or if for any other reason the Index is not available to us or the calculation agent on the relevant date, the calculation agent will determine the amount payable by a computation methodology that the calculation agent determines will as closely as reasonably possible replicate the Index.

If the calculation agent determines that the Index, the index components of the Index or the method of calculating the Index has been changed at any time in any respect—including any addition, deletion or substitution and any reweighting or rebalancing of index components, and whether the change is made by the Index Sponsor under its existing policies or following a modification of those policies, is due to the publication of a successor index, is due to events affecting one or more of the index components, or is due to any other reason—then the calculation agent will be permitted (but not required) to make such adjustments to the Index or method of calculating the Index as it believes are appropriate to ensure that the value of the Index used to determine the amount payable on the maturity date or upon redemption is equitable.

All determinations and adjustments to be made by the calculation agent with respect to the value of the Index and the amount payable at maturity or upon early redemption or otherwise relating to the value of the Index may be made in the calculation agent’s sole discretion.

Barclays Bank PLC 2022 Annual Report on Form 20-F 11

Business Day

When we refer to an index business day with respect to the ETNs, we mean a day on which (1) it is a business day in New York and (2) the CBOE is open.

Description of iPath® Pure Beta Crude Oil Exchange-Traded Notes

Terms defined within this “Description of iPath® Pure Beta Crude Oil Exchange-Traded Notes” section are defined only with respect to this section.

General

The return of the iPath® Pure Beta Crude Oil Exchange-Traded Notes (the “ETNs”) is linked to the performance of the Barclays WTI Crude Oil Pure Beta TR (the “Index”). The Index is designed to give investors exposure to total returns of the commodities included in the Barclays Single Commodity Total Return Index (the “Reference Index”), while mitigating the effects of certain distortions in the commodity markets on such returns through the application of the Barclays Pure Beta Series 2 Methodology. The Index is comprised of exchange-traded futures contracts for WTI crude oil that are included in the Reference Index, as adjusted from time to time. However, unlike the Reference Index, which rolls its exposure to the futures contracts on a monthly basis in accordance with a pre-determined roll schedule, the Index may roll into one of a number of futures contracts with varying expiration dates, as selected using the Barclays Pure Beta Series 2 Methodology. The Index and the Reference Index were created by, and are administered, calculated and published by, Barclays Bank PLC (the “Index Sponsor”), which is the owner of the intellectual property and licensing rights relating to the Index and Reference Index. The ETNs are traded on the NYSE Arca exchange under the ticker symbol “OIL.”

Coupon

We will not pay holders interest during the term of the ETNs.

Denomination

The ETNs are in denominations of $50.

Payment at Maturity

Inception, Issuance and Maturity

The ETNs were first sold on April 20, 2011 (the “inception date”). The ETNs was first issued on April 26, 2011 (the “issue date”), and will be due on April 18, 2041 (the “maturity date”).

In the event that payment at maturity is deferred beyond the stated maturity date, penalty interest will not accrue or be payable with respect to that deferred payment.

Payment Upon Holder Redemption and Upon Issuer Redemption

Prior to maturity, holders may, subject to certain restrictions, choose to redeem their ETNs on any redemption date during the term of the ETNs, provided that they present at least 50,000 ETNs for redemption, or their broker or other financial intermediary (such as a bank or other financial institution not required to register as a broker-dealer) to engage in securities transactions) bundles their ETNs for redemption with those of other investors to reach this minimum. If holders redeem their ETNs on a particular redemption date, they will receive a cash payment in U.S. dollars per ETN on that date in an amount equal to the applicable closing indicative value on the applicable valuation date. Holders must redeem at least 50,000 ETNs at one time in order to exercise their right to redeem their ETNs on any redemption date. We may from time to time in our sole discretion reduce, in part or in whole, the minimum redemption amount of 50,000 ETNs. Any such reduction will be applied on a consistent basis for all holders of ETNs at the time the reduction becomes effective.

In the event that payment upon early redemption is deferred beyond the original redemption date, penalty interest will not accrue or be payable with respect to that deferred payment.

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The “investor fee” per ETN on the inception date was zero. On each subsequent calendar day until January 29, 2021, the investor fee per ETN for each series of ETNs was equal to (1) 0.75% times (2) the applicable closing indicative value on the immediately preceding calendar day times (3) the applicable daily index factor on that day (or, if such day is not an index business day, one) divided by (4) 365.Effective as of February 1, 2021, the investor fee per ETN for the ETNs will be equal to (1) 0.57% times (2) the applicable closing indicative value on the immediately preceding calendar day times (3) the applicable daily index factor on that day (or, if such day is not an index business day, one) divided by (4) 365. Because the investor fee is calculated and subtracted from the closing indicative value on a daily basis, the net effect of the investor fee accumulates over time and is subtracted at the rate of approximately 0.57% per year, which we refer to as the “investor fee rate.” We may, at our sole discretion, increase the investor fee rate to a rate of up to 0.75% per year by filing an amended pricing supplement for the ETNs with the Securities and Exchange Commission and issuing a press release announcing such increase no less than 15 calendar days prior to the effective date of such increase. Because the net effect of the investor fee is a fixed percentage of the value of each ETN, the aggregate effect of the investor fee will increase or decrease in a manner directly proportional to the value of each ETN and the amount of ETNs that are held, as applicable.

Redemption Date for Holder Redemption

Redemption Date for Issuer Redemption

Trading Day

Early Holder Redemption Procedures

Issuer Redemption Procedures

Market Disruption Event

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