Form 6-K BARCLAYS PLC For: Aug 12

FOURTH SUPPLEMENTAL INDENTURE, dated as of August 12, 2020 (the “Fourth
Supplemental Indenture
”), among BARCLAYS PLC, a public limited company registered in England and Wales, as Issuer (hereinafter called the “Company”), having its registered office at 1 Churchill Place, London E14 5HP, United
Kingdom, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”) and Paying Agent, having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom
and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, as Contingent Convertible Security Registrar, having an office at 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, L-2453, Luxembourg (herein called the “Contingent Convertible Security Registrar”), to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of August 14, 2018 among the Company, the
Trustee and the Contingent Convertible Security Registrar, as amended and supplemented from time to time (the “Base Indenture” and, together with this Fourth Supplemental Indenture, the “Indenture”).

RECITALS OF THE COMPANY

WHEREAS, the Company, the Trustee and the Contingent Convertible Security Registrar are parties to the Base Indenture, which provides for the
issuance by the Company from time to time of Contingent Convertible Securities in one or more series;

WHEREAS, Section 9.01 of the
Base Indenture permits supplements thereto without the consent of Holders of Contingent Convertible Securities to establish the form or terms of Contingent Convertible Securities of any series as permitted by Sections 2.01 and 3.01 of the Base
Indenture and to add to, change or eliminate any of the provisions of the Base Indenture with respect to Contingent Convertible Securities issued on or after the date hereof;

WHEREAS, as contemplated by Section 3.01 of the Base Indenture, the Company intends to issue a new series of Contingent Convertible
Securities to be known as the Company’s “$1,500,000,000 6.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities” (the “Securities”) under the Indenture;

WHEREAS, the Company and the Trustee desire to amend the Base Indenture to change certain execution formalities with respect to Contingent
Convertible Securities issued on or after the date hereof;

WHEREAS, the Company has taken all necessary corporate action to authorize the
execution and delivery of this Fourth Supplemental Indenture;

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Trustee and Paying Agent and the Contingent Convertible Security Registrar mutually agree as follows with regard to the Securities:

 

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