| To: |
European Bank for Reconstruction and Development
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| (i) |
We agree to pay:
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| (a) |
the fees and expenses of our legal advisers;
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| (b) |
the fees and expenses of the Agent and any paying agents;
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| (c) |
the fees and expenses of Cleary Gottlieb Steen & Hamilton LLP, legal advisers to the Issuer in connection with the necessary United States filing;
|
| (d) |
all expenses in connection with the issue, authentication, packaging and initial delivery of the Notes and the preparation of the Registered Notes, the preparation and printing of the Notes (except Definitive Notes), the relevant Pricing
Supplement and any amendments or supplements thereto, if any; and
|
| (e) |
the cost of any publicity agreed by the Issuer in connection with the issue of the Notes.
|
| (ii) |
In order to permit the Issuer to file with the U.S. Securities and Exchange Commission the report required by 17 C.F.R. § 290.3 no later than the date of this agreement, we confirm that the Notes are expected to be offered and sold in
the United States.
|
| (iii) |
The provisions of Clause 3.2.6 of the Programme Agreement dated 3 July 2012 will not apply in relation to this issue of Notes.
|
| a. |
we (the "UK Manufacturer") understand the responsibilities conferred upon us under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and
the proposed distribution channels as applying to the Notes and the related information set out in the Pricing Supplement in connection with the Notes; and
|
| b. |
we note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the UK Manufacturer and the related information set out in the Pricing
Supplement in connection with the Notes.
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For:
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BARCLAYS BANK PLC
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|
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By:
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/s/ Mirrette Grant |
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Authorised signatory
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Name:
|
Mirrette Grant |
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