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Rlirr (4 A Tr)1,THE JS 44C/SDNY CIVIL COVER SHEET 3608 REV. 1/2008 The JS-44 civil cover sheet and the Information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for use of the Clerk of Court for the purpose of initiating the civil docket sheet.

PLAINTIFFS DEFENDANTS Beverly Pellegrini, on Behalf of Herself and All Others Barclays Bank PLC, et al. Similarly Situated • ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER) ATTORNEYS (IF KNOWN) Girard Gibbs LLP, Jonathan K. Levine, Daniel C. Girard, Elizabeth C. Pritzker, Aaron M. Sheanin 711 Third Avenue New York. NY 10017 Phone: (212) 867-1721 a CAUSE OF ACTION (CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE A BRIEF STATEMENT OF CAUSE) (DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY) 15 U.S.C. §§ 77k, 77I(a)(2), and 770

Has this or a similar case been previously filed in SDNY at any time? No? 151 Yes? 0 Judge Previously Assigned If yes, was this case Vol.0 Invol. 0 Dismissed. No 0 Yes 0 If yes, give date & Case No.

(PLACE AN (x) IN ONE BOX ONLY) NATURE OF SUIT

TORTS ACTIONS UNDER STATUTES

CONTRACT PERSONAL INJURY PERSONAL INJURY FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES • [ 1110 INSURANCE 1310 AIRPLANE 1 1362 PERSONAL INJURY - 1 j 610 AGRICULTURE [ )422 APPEAL 1400 STATE [ ] 120 MARINE 1315 AIRPLANE PRODUCT MED MALPRACTICE ( 1620 OTHER FOOD & 28 USC 158 REAPPORTIONMENT ( 1130 MILLER ACT LIABILITY [ 1365 PERSONAL INJURY DRUG [ ] 423 WITHDRAWAL 1410 ANTITRUST ( 1140 NEGOTIABLE ) 320 ASSAULT, LIBEL & PRODUCT LIABILITY [ ] 625 DRUG RELATED 28 USC 157 11430 BANKS & BANKING INSTRUMENT SLANDER [ 1368 ASBESTOS PERSONAL SEIZURE OF 1450 COMMERCE [ ] 150 RECOVERY OF 1330 FEDERAL INJURY PRODUCT PROPERTY 1460 DEPORTATION OVERPAYMENT & EMPLOYERS LIABILITY 21 USC 881 PROPERTY RIGHTS 1470 RACKETEER INFLU- ENFORCEMENT LIABILITY [ 1630 LIQUOR LAWS ENCED & CORRUPT OF JUDGMENT 1340 MARINE PERSONAL PROPERTY ( 1640 RR & TRUCK [ 1 820 COPYRIGHTS ORGANIZATION ACT [ 1151 MEDICARE ACT ] 345 MARINE PRODUCT [ )650 AIRLINE REGS [ 1830 PATENT (RICO) [ 1152 RECOVERY OF LIABILITY 1 1370 OTHER FRAUD [ 1660 OCCUPATIONAL [ 1840 TRADEMARK 1480 CONSUMER CREDIT DEFAULTED 1 350 MOTOR VEHICLE [ 1371 TRUTH IN LENDING SAFETY/HEALTH 1490 CABLE/SATELLITE TV STUDENT LOANS ] 355 MOTOR VEHICLE [ 1380 OTHER PERSONAL [ 1690 OTHER ] 810 SELECTIVE SERVICE (EXCL VETERANS) PRODUCT LIABILITY PROPERTY DAMAGE SOCIAL SECURITY 54 850 SECURITIES/ [ 1153 RECOVERY OF ] 360 OTHER PERSONAL ( 1 385 PROPERTY DAMAGE COMMODITIES/ OVERPAYMENT INJURY PRODUCT LIABILITY LABOR 1 ) 861 HIA (1395ff) EXCHANGE OF VETERAN'S [ 1862 BLACK LUNG (923) 1875 CUSTOMER BENEFITS [ 1710 FAIR LABOR [ 1863 DIWC/DIWW (405(g)) CHALLENGE [ 1160 STOCKHOLDERS STANDARDS ACT [ 1864 SSID TITLE XVI 12 USC 3410 SUITS [ 1720 LABOR/MGMT [ 1865 RSI (405(g)) 1)890 OTHER STATUTORY [ 1190 OTHER RELATIONS ACTIONS CONTRACT 1 ] 730 LABOR/MGMT ] 891 AGRICULTURAL ACTS [ 1195 CONTRACT REPORTING & FEDERAL TAX SUITS 1892 ECONOMIC PRODUCT ACTIONS UNDER STATUTES DISCLOSURE ACT STABILIZATION ACT LIABILITY [ ] 740 RAILWAY LABOR ACT [(870 TAXES (U.S. Plaintiff or ((893 ENVIRONMENTAL [ 1196 FRANCHISE CIVIL RIGHTS PRISONER PETITIONS ( ) 790 OTHER LABOR Defendant) MATTERS LITIGATION [ 1871 IRS-THIRD PARTY 1 1894 ENERGY [ 1441 VOTING ( 1510 MOTIONS TO [ ] 791 EMPL RET INC 26 USC 7609 ALLOCATION ACT [ ] 442 EMPLOYMENT VACATE SENTENCE SECURITY ACT 1895 FREEDOM OF REAL PROPERTY 1 1443 HOUSING/ 28 USC 2255 INFORMATION ACT ACCOMMODATIONS [ 1530 HABEAS CORPUS IMMIGRATION 1 1900 APPEAL OF FEE 1210 LAND [ 1444 WELFARE [ 1535 DEATH PENALTY DETERMINATION CONDEMNATION [ 1445 AMERICANS WITH [ 1540 MANDAMUS & OTHER 1 ] 462 NATURALIZATION UNDER EQUAL 1220 FORECLOSURE DISABILITIES- [ [550 CIVIL RIGHTS APPLICATION ACCESS TO JUSTICE 1230 RENT LEASE & EMPLOYMENT 1 1 555 PRISON CONDITION [ 1463 HABEAS CORPUS- 1 1950 CONSTITUTIONALITY EJECTMENT [ 1446 AMERICANS WITH ALIEN DETAINEE OF STATE STATUTES 1240 TORTS TO LAND DISABILITIES -OTHER 1 ] 465 OTHER IMMIGRATION ] 245 TORT PRODUCT 1 1440 OTHER CIVIL RIGHTS ACTIONS LIABILITY ] 290 ALL OTHER REAL PROPERTY

, • 1 t 'LI Check if demanded in complaint:

CHECK IF THIS IS A CLASS ACTION DO YOU CLAIM THIS CASE IS RELATED TO A CIVIL CASE NOW PENDING IN S.D.N.Y.? 13 UNDER F.R.C.P. 23 IF SO, STATE: DEMAND $ OTHER JUDGE DOCKET NUMBER

Check YES only if demanded in complaint JURY DEMAND: E YES El NO NOTE: Please submit at the time of filing an explanation of why cases are deemed related. f

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PTF DEF PTF DEF PTF DEF CITIZEN OF THIS STATE ( 11 ( 11 CITIZEN OR SUBJECT OF A [ ] 3 [ ] 3 INCORPORATED and PRINCIPAL PLACE ( 15 [ ] 5 FOREIGN COUNTRY OF BUSINESS IN ANOTHER STATE

CITIZEN OF ANOTHER STATE 1 12 [ ] 2 INCORPORATED or PRINCIPAL PLACE [ 14 [ 14 FOREIGN NATION [ 16 1 16 OF BUSINESS IN THISSTATE

PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)

Beverly Pellegrini (Fresno County) 0/0 GIRARD GIBBS LLP 601 CALIFORNIA STREET, 14TH FLOOR SAN FRANCISCO, CA 94108

DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)

DEFENDANT(S) ADDRESS UNKNOWN REPRESENTATION IS HEREBY MADE THAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN THE RESIDENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:

Check one: THIS ACTION SHOULD BE ASSIGNED TO: 111 WHITE PLAINS MANHATTAN (DO NOT check either box if this a PRIS•NER PETITION.)

DATE SIG ATUR OF AT ORNEY • RECORD ADMITTEQ PATIJYTHIS DISTRICT 4 &AI% ( DM Eexo. March yr. 1989 RECEIPT # rikey B Cod L- 39-0)

Magistrate Judge is to be designated by the Clerk of the Court.

Magistrate Judge is so Designated.

J. Michael McMahon, Clerk of Court by _ _ _ Deputy Clerk, DATED

UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN) „.„

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

BEVERLY PELLEGRINI, on Behalf of 139 CIV 3608 Herself and All Others Similarly Situated,

Plaintiff, CLASS ACTION COMPLAINT FOR VIOLATION OF THE FEDERAL vs. SECURITIES LAWS

BARCLAYS BANK PLC, BARCLAYS PLC, BARCLAYS CAPITAL, INC., JURY TRIAL DEMANDED MARCUS AGIUS, JOHN VARLEY, CHRISTOPHER LUCAS, GARY HOFFMAN, ROBERT E. DIAMOND, JR., FREDERIK SEEGERS, DAVID BOOTH, SIR RICHARD BROADBENT, LEIGH CLIFFORD, FULVIO CONTI, DR. DANIEL CRONJE, PROFESSOR DAME SANDRA DAWSON, SIR ANDREW LIKIERMAN, SIR NIGEL RUDD, STEPHEN RUSSELL, SIR JOHN SUNDERLAND, BARCLAYS CAPITAL SECURITIES LIMITED, CITIGROUP GLOBAL MARKETS, , INCORPORATED, MERRILL LYNCH, PIERCE, FENNER & SMITH, • INCORPORATED, UBS SECURITIES, LLC, WACHOVIA CAPITAL MARKETS, LLC, MORGAN STANLEY & CO, INCORPORATED, BANC OF AMERICA . .• SECURITIES, LLC, RBC CAPITAL --4 MARKETS CORPORATION, DEUTSCHE BANK SECURITIES, INCORPORATED, SUN TRUST ROBINSON HUMPHREY, and WELLS FARGO SECURITIES, LLC,

Defendants.

Plaintiff Beverly Pellegrini, by her undersigned counsel, alleges the following based upon personal knowledge as to her own acts and upon the investigation of her counsel, which includes, among other things, a review of: (a) public statements, presentations and marketing materials by

1 Barclays Bank PLC ("Barclays Bank" or the "Company"); (b) Securities and Exchange Commission ("SEC") filings made by Barclays Bank, other brokerages, financial services firms and investment companies; (c) securities analysts' reports, press releases and media reports; and

(d) interviews with purchasers of the subject securities and other knowledgeable individuals. INTRODUCTION

1. This is a class action under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the "Securities Act") on behalf of all purchasers of Barclays Bank Series 5 American Depositary Shares ("ADSs") issued and/or traceable to the false and misleading Registration

Statement and Prospectus (filed by Barclays Bank with the SEC on August 31, 2007) (the "Registration Statement") and Prospectus Supplement (filed by Barclays Bank with the SEC on April 9, 2008) (collectively the Registration Statement, Prospectus and Prospectus Supplement are referred to as the "Prospectus") in connection with the Company's initial public offering of approximately 100 million shares of Series 5 ADSs, which became effective on April 11, 2008

(the "Offering"). 2. This action asserts strict liability claims under the Securities Act against Barclays Bank, its directors and the investment banks which underwrote the Offering (collectively,

"defendants"). 3. Barclays Bank, including its subsidiaries, is a major global financial services provider in retail and commercial banking, credit cards, investment banking, wealth management and investment management services. Based in the United Kingdom, Barclays Bank operates through a global network of branches, offices and subsidiaries in numerous countries, including the United States. Barclay Bank's United States operations are headquartered in New York,

New York. 4. Defendants consummated the Offering pursuant to a false and misleading Registration Statement and Prospectus, selling approximately 106 million Series 5 ADSs at $25 per share (which included an over-allotment option to underwriters to purchase up to an additional 15 million ADSs), for proceeds of approximately $2.65 billion. The Registration

2 Statement and Prospectus reference and expressly incorporate Barclays Bank's financial results for 2006 and 2007, including the Company's 2006 Form 20-F filing with the SEC. This 20-F

filing reports increases in annual profit before tax of 35% for Barclays Bank, and 55 °A for Barclays Capital, Inc. (the investment banking division of Barclays), in 2006.

5. The Registration Statement and Prospectus omitted important information about Barclays Bank's exposure to debt securities, however, including information about how this exposure could affect the Company's capital base. The true facts which were omitted from the Registration and Prospectus were:

(a) Defendants' portfolio of debt securities, including mortgage-related securities tied to the United States real estate markets, were impaired to a much larger extent than had been disclosed; (b) Defendants failed to properly record losses for impaired assets; (c) Barclays internal controls were inadequate to prevent the Company from improperly reporting the value of its debt securities; (d) The Company's capital base was not adequate enough to withstand the significant deterioration in the subprime market and, as a result, Barclays Bank and Barclays

would be forced to raise significant amounts of additional capital; and

(e) The Company was not as well capitalized as represented and would have to continually raise additional capital, which would then dilute current holders and those

investors purchasing Barclays Banks Series 5 ADSs. 6. After the Offering, Barclays Bank announced multi-billion pound write-downs and impairment charges associated with its exposure to debt securities. These events caused the price of the Series 5 ADSs to decline. The ADSs now trade at approximately $14.25 per share.

JURISDICTION AND VENUE 7. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. §§ 1331 and 1337, and Section 22 of the Securities Act, 15 U.S.C. § 77v. The claims

3 asserted herein arise under Sections 11, 12(2) and 15 of the Securities Act, 15 U.S.C. §§ 77k, 771(a)(2), and 77o.

8. Venue is proper in this District pursuant to Section 22 of the Securities Act, 15 U.S.C. § 77v, and 28 U.S.C. § 1391(b) because, among other things, Barclays Bank's United

States operations are headquartered within the District, the Underwriter Defendants (as defined below) conduct business in the District and many of the acts and practices complained of herein occurred in substantial part in this District. 9. In connection with the acts alleged in this Complaint, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce including, but not limited to, the mails, interstate telephone communications and the facilities of the national securities markets.

PARTIES A. Plaintiff

10. Plaintiff Beverly Pellegrini, as set forth in Attachment A incorporated by reference herein, purchased Series 5 ADSs of Barclays Bank pursuant or traceable to the Offering and has been damaged thereby.

B. Defendants 11. Defendant Barclays Bank is a major global financial services company operating in over 50 countries in Europe, North America, the Middle East, Latin America, Australia, Asia and Africa. Barclays Bank is based in London, England, United Kingdom. Barclay Bank's

United States operations are headquartered in New York, New York. 12. Defendant Barclays PLC ("Barclays") is a holding company that is listed in London, New York and Tokyo. The whole of the issued ordinary share capital of Barclays Bank is beneficially owned by Barclays. Barclays operates through its subsidiary Barclays Bank and acts as the ultimate holding company. Barclays is located in London, England, United Kingdom.

4 13. Defendant Barclays Capital, Inc. ("Barclays Capital") is the investment banking division of Barclays. Barclays Capital has offices in 26 countries around the globe, with United States operations headquartered in New York, New York.

14. Defendant Marcus Agius ("Agius") is, and at all relevant times was, Chairman of the Board ("Chairman") of Barclays Bank and Barclays. Agius was appointed as a director of

Barclays Bank and Barclays on September 1, 2006, and has served as Chairman since January 1, 2007. Agius signed the false and misleading Registration Statement. Agius was further identified as a director in Barclay Bank's Form 20-F ("20-F") for the year ending December 31, 2006, filed with the SEC on March 26, 2007, which was incorporated by reference into the Prospectus filed in connection with the Offering. 15. Defendant John Varley ("Varley") is, and at all relevant times was, Chief Executive Officer ("CEO") of Barclays Bank and Barclays. Varley has been a director of Barclays Bank and Barclays since September 2004. Varley signed the false and misleading Registration Statement. Varley was further identified as a director in Barclay Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

16. Defendant Gary Hoffman ("Hoffinan") is, and at all relevant times was, Vice Chairman of Barclays Bank and Barclays. Hoffman had been a director of Barclays Bank and Barclays since January 2004, and remained in that position until August 31, 2008, when he departed Barclays for a CEO position at Northern Rock PLC. Hoffman signed the false and misleading Registration Statement. Hoffman was further identified as a director in Barclay

Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

17. Defendant Robert E. Diamond, Jr. ("Diamond") has been a director of Barclays Bank and Barclays since June 2005. Diamond signed the false and misleading Registration Statement. Diamond was further identified as a director in Barclay Bank's 20-F filed with the

5 SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

18. Defendant Frederik (Frits) Seegers ("Seegers") has been a director of Barclays Bank and Barclays since June 2006. Seegers signed the false and misleading Registration

Statement. Seegers was further identified as a director in Barclay Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

19. Defendant David Booth ("Booth") was appointed as a director of Barclays Bank and Barclays in June 2007. Booth signed the false and misleading Registration Statement. 20. Defendant Sir Richard Broadbent ("Broadbent") has been a director of Barclays Bank and Barclays since September 2003. Broadbent signed the false and misleading Registration Statement. Broadbent was further identified as a director in Barclay Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering. 21. Defendant Leigh Clifford ("Clifford") has been a director of Barclays Bank and Barclays since October 2004. Clifford signed the false and misleading Registration Statement. Clifford was further identified as a director in Barclay Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

22. Defendant Fulvio Conti ("Conti") has been a director of Barclays Bank and Barclays since April 2006. Conti signed the false and misleading Registration Statement. Conti was further identified as a director in Barclay Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering. 23. Defendant Dr. Daniel Cronje ("Cronje") served as a director of Barclays Bank and Barclays, from September 2005 until his retirement from the Board in April 2008. Cronje signed the false and misleading Registration Statement. Cronje was further identified as a

6 director in Barclay Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

24. Defendant Professor Dame Sandra Dawson ("Dawson") has been a director of Barclays Bank and Barclays since March 2003 and, according to Barclays' 2008 Annual Report, Dawson will retire her director seat in April 2009. Dawson signed the false and misleading

Registration Statement. Dawson was further identified as a director in Barclay Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

25. Defendant Sir Andrew Likierman ("Likierman") has been a director of Barclays Bank and Barclays since September 2004. Likierman signed the false and misleading Registration Statement. Likierman was further identified as a director in Barclay Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

26. Defendant Sir Nigel Rudd ("Rudd") has served as a director of Barclays Bank and Barclays since February 1996 and, according to Barclays 2008 Annual Report, will retire his director seat in April 2009. Rudd signed the false and misleading Registration Statement. Rudd was further identified as a director in Barclays Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering. 27. Defendant Stephen Russell ("Russell") has served as a director of Barclays Bank and Barclays since October 2000. Russell signed the false and misleading Registration

Statement. Russell was further identified as a director in Barclays Bank's 20-F filed with the SEC for the year ending December 31, 2006, which was incorporated by reference into the

Prospectus filed in connection with the Offering. 28. Defendant Sir Jon Sunderland ("Sunderland") has served as a director of Barclays Bank and Barclays since June 2005. Sunderland signed the false and misleading Registration Statement. Sunderland was further identified as a director in Barclays Bank's 20-F filed with the

7 SEC for the year ending December 31, 2006, which was incorporated by reference into the Prospectus filed in connection with the Offering.

29. The defendants referenced above in 14-28 are referred to herein as the "Individual Defendants."

30. Defendant Barclays Capital Securities Limited ("Barclays Securities") is the investment banking division of Barclays Capital. Barclays Securities was an underwriter of the Offering.

31. Defendant Citigroup Global Markets, Inc. ("Citigroup") is a large integrated financial services institution that through subsidiaries and divisions provides commercial and investment banking services, commercial loans to corporate entities, and acts as an underwriter in the sale of corporate securities. Citigroup is a New York Corporation that has its principal place of business in New York. Citigroup was an underwriter of the Offering.

32. Defendant Merrill Lynch, Pierce, Fenner & Smith, Inc. ("Merrill Lynch"), formerly Merrill Lynch & Co., Inc., now a wholly-owned subsidiary of Bank of America

Corporation, provides capital market services, investment banking and advisory services, insurance and asset management services. Merrill Lynch was an underwriter of the Offering.

33. Defendant UBS Securities LLC ("UBS") is the U.S. investment banking and securities arm of UBS Investment Bank. UBS Investment Bank provides a range of financial products and services worldwide. UBS is a subsidiary of UBS AG. UBS is a Delaware limited liability company that has its principal place of business in Connecticut. UBS was an underwriter of the Offering.

34. Defendant Wachovia Capital Markets, LLC ("Wachovia Capital") is the corporate and investment banking side of the brokerage firm Wachovia Securities. Wachovia Capital and Wachovia Securities are both subsidiaries of Wachovia Corporation. Wachovia Capital provides financial and corporate advisory services, private capital, debt private placement, mergers and acquisitions advice, underwriting, and equity investing. It also offers real estate financing, risk management services, and structured products such as asset-backed and mortgage-backed

8 securities. Wachovia Capital is a Delaware limited liability company that has its principal place of business in New York. Wachovia Capital was an underwriter of the Offering.

35. Defendant Morgan Stanley & Co., Inc. ("Morgan Stanley") is a global financial services firm that, through its subsidiaries and affiliates, provides its products and services to corporations, governments, financial institutions and individuals. Morgan Stanley, through its subsidiaries and affiliates, assists public and private corporations in raising funds in the capital markets and provides advisory services for mergers, acquisition and other types of financial transactions. Morgan Stanley is a Delaware corporation that has its principal place of business in

New York. Morgan Stanley was an underwriter of the Offering.

36. Defendant Banc of America Securities LLC ("Banc of America") is the investment banking arm of Bank of America Corporation. Banc of America provides trading and brokerage services, debt and securities underwriting, debt and equity research and advice on public offerings, leveraged buyouts, and mergers and acquisitions. Banc of America is a Delaware corporation that has its principal place of business in North Carolina. Banc of America was an underwriter of the Offering.

37. Defendant RBC Capital Markets Corporation ("RBC") is the corporate and investment banking division and a wholly-owned subsidiary of Royal Bank of Canada. RBC provides financial products and services to institutions, corporations, governments and high net worth clients in 160 countries across the globe. RBC was an underwriter of the Offering.

38. Defendant Deutsche Bank Securities, Inc. ("Deutsche Bank Securities") is a wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a German corporation headquartered in Frankfurt, Germany. Deutsche Bank AG is one of the world's leading financial firms and does business in the United States through its subsidiary Deutsche Bank Securities. Deutsche Bank Securities is incorporated in Delaware and its principal executive offices are located in New York, New York. Deutsche Bank Securities was an underwriter of the Offering.

39. Defendant SunTrust Robinson Humphrey, Inc. ("SunTrust Robinson") is a wholly owned subsidiary of SunTrust Banks, Inc. ("SunTrust Banks"), a Georgia corporation

9 headquartered in Atlanta, Georgia. SunTrust Banks, through its subsidiaries, provides retail investments and trading, banking and financial services, and advisory and asset management services to retail and institutional clients. SunTrust Robinson was established in 2007 by merger of SunTrust Capital Markets, Inc., and The Robinson-Humphrey Company, two divisions of

SunTrust Banks that provided investment banking, research and debt capital markets services. SunTrust Robinson was an underwriter of the Offering.

40. Defendants Wells Fargo Securities, LLC ("Wells Fargo") is an investment banking subsidiary of Wells Fargo & Co., a Delaware corporation headquartered in San

Francisco, California. Wells Fargo offers capital markets access through public offerings, private placements, and debt offerings, which include new issue underwriting of high yield bonds and private placements, as well as market making, research and equity trading. Wells Fargo also provides advisory services for mergers and acquisitions. Wells Fargo was an underwriter of the Offering. 41. Defendants Barclays Securities, Citigroup, Merrill Lynch, UBS, Wachovia Capital, Morgan Stanley, Banc of America, RBC, Deutsche Bank Securities, SunTrust Robinson and Wells Fargo are collectively referred to hereinafter as the "Underwriter Defendants."

42. The Underwriter Defendants are liable for the false and misleading statements in the Registration Statement and Prospectus. In connection with the Offering, the Underwriter Defendants drafted and disseminated the Registration Statement and Prospectus and were paid fees in connection therewith. The Underwriter Defendants' failure to conduct an adequate due diligence investigation was a substantial factor leading to the harm complained of herein.

CLASS ACTION ALLEGATIONS

43. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3), on behalf of a Class consisting of all persons or entities who purchased or acquired Barclays Bank Series 5 ADSs pursuant or traceable to the Company's false and misleading Registration Statement and Prospectus for the Offering and who were damaged thereby (the "Class").

10 44. Excluded from the Class are defendants; the subsidiaries and affiliates of any defendant; any person or entity who is a partner, officer, director, employee or controlling person of any defendant; members of defendants' immediate families and their legal representatives, heirs, successors or assigns; and any entity in which any defendant has or had a controlling interest.

45. The members of the Class are so numerous that joinder of all members is impracticable. The Barclays Bank Series 5 ADSs were actively traded on the NYSE. While the exact number of Class members is unknown to Plaintiff at this time and can only be ascertained through appropriate discovery, Plaintiff believes that there are thousands of members in the proposed Class. Record owners and other members of the Class may be identified from records maintained by Barclays Bank or its transfer agent and may be notified of the pendency of this action by mail, using the form of notice similar to that customarily used in securities class actions.

46. Plaintiffs claims are typical of the claims of the members of the Class as all members of the Class are similarly affected by defendants' wrongful conduct in violation of federal law that is complained of herein.

47. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class and securities litigation.

48. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class. Among the questions of law and fact common to the Class are:

(a) Whether the Securities Act was violated by defendants' acts as alleged herein;

(b) Whether statements made by defendants to the investing public in the Registration Statement and Prospectus misrepresented material facts about the business, operations and management of Barclays Bank; and

11 (c) Whether Class members have sustained damages and the proper measure of damages.

49. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for members of the Class to individually redress the wrongs done to them. There will be no difficulty in the management of this action as a class action.

50. Furthermore, even if Class members could afford such individualized litigation, the court system could not. Individualized litigation would create the danger of inconsistent or contradictory judgments and increase the delay and expense to all parties and the court system. By contrast, the class action device presents far fewer management difficulties, is in fact manageable, and provides the benefits of single adjudication, economies of scale, and comprehensive supervision by a single court. The benefits of adjudicating this controversy as a class action far outweigh any difficulties in managing the Class. FACTUAL ALLEGATIONS

51. Barclays is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services, with an extensive international presence in Europe, Asia, Africa and the United States. Barclays is the parent of Barclays Bank, which is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services. Barclays Bank is one of the largest financial services companies in the world by market capitalization. Barclays Capital is a subsidiary of Barclays.

12 BARCLAYS BANK'S PRE-OFFERING FINANCIAL STATEMENTS OMIT IMPORTANT FACTS REGARDING ITS EXPOSURE TO CREDIT AND REAL ESTATE MARKETS 52. In its 2006 annual report, filed with the SEC on Form 20-F on March 26, 2007,

Barclays Bank represented that the Company had profit after tax of £5.195 billion, up from £3.841 billion the year prior, based on International Financial Reporting Standards ("IRFS"). The Company's 2006 year-end financials were summarized in a "Financial Review" section of its 2006 Form 20-F, which stated, in pertinent part, as follows:

Group financial performance.

The Group's profit before tax in 2006 increased 35% (£1,856m) to £7,136m (2005: £5,280m). Income increased 25% (£4,262m) to £21,595m (2005: £17,333m) whilst operating expenses rose 20% (£2,154m) to £12,674m (2005:£10,527m). Impairment charges rose 37% (£583m) to £2,154 (2005: £1,571m).

Earnings per share rose 32% to 71.9p (2005: 54.4p), diluted earnings per share rose 33% to 69.8p (2005 52.6p). Dividends per share rose 17% to 31p (2005: 26.6p). Return on average shareholders' funds was 25% (2005: 21%).

Business performance.

In UK Banking strong growth in income enabled us to increase our profit before tax 17% to £2,578m. The improvement in cost:income ratio was four percentage points in headline terms to 52% (2005: 56%).

UK Retail Banking delivered a 17% profit before tax increase of £1,213m. This was driven by broadly based income growth of 7%, with particularly strong performance in savings, Local Business and UK Premier and good growth in current accounts. Our mortgage market share and processing capacity also increased strongly leading to a net market share of 4% for the second half of the year. We doubled investment across the business. We focused on upgrading distribution capabilities, transforming the performance of the mortgage business, revitalizing product offerings, and improving core operations and processes. The additional investment substantially offset the impact of property gains, leading to broadly flat costs. In 2007 we expect to make further significant investment, including the restructuring of the branch network and the migration of Woolwich customers.

UK Business Banking delivered very strong growth in profit before tax of 18% to £1,365m. Strong growth in loans and deposits drove income growth of 11%. Profit before business disposals grew 11%. UK Business Banking maintained its 13 competitive position and also funded significant investment in improving its infrastructure and customer service.

At Barclaycard profit before tax fell 40% to £382m. Good income growth of 8%, driven by very strong momentum in Barclaycard International, was more than offset by a further rise in impairment charges, principally in the UK lending portfolios, and by higher costs, mainly as a result of continued investment in Barclaycard US. In the UK, high debt levels and changing attitudes to bankruptcy and debt default contributed to increased impairment charges. As the consumer lending market in the UK changes, Barclaycard is repositioning its business to achieve sustainable, profitable growth. Higher borrowing by UK customers, lower disposable incomes and a tougher regulatory environment have seen Barclaycard take a number of actions. The business focused on tighter lending criteria and improved collections throughout 2006 and, as a consequence, believes we have passed the worst in Barclaycard UK impairment in the second half of 2006. There has also been a review of some partnership businesses and lending to higher risk customers. An operational review is also underway, to improve efficiency and enhance Barclaycard's ability to provide the best service to customers, wherever they are in the world.

We continued to invest in Barclaycard US. Since we bought the business in December 2004, outstandings have grown from US$1.4bn to US$4.0bn, and cards in issue have increased 1.1 million to 4.2 million. Income grew 73% in 2006. Barclaycard US is on track to become profitable in 2007.

International Retail and Commercial Banking achieved a step change in profitability to £1,270m (2005: £633m), reflecting the inclusion of Absa for a full year, the impact of corporate development activity in growth in key geographies.

* * *

Barclays Capital produced an outstanding performance with profit before tax rising 55% to £2,261m. Income growth of 39% was driven by doing more business with new and existing clients and was broadly based across asset classes and geographies. Growth was particularly strong in areas where we have invested in recent years, including commodities, equity products and credit derivatives. . . .

* * *

Barclays Global Investors delivered excellent results, with profit before tax up 32% to £714m. Income growth of 26% was attributable to increased management fees, particularly in the iShares and active businesses. Assets under management grew US$301bn to US$1.8trn, including net new assets of US$68bn, reflecting very strong inflows in iShares and active assets. The cost:income ratio improved two percentage points to 57%.

Barclays Wealth profit before tax rose 28% to £213m. This reflected broadly based income growth and favourable market conditions, partially offset by a 14 significant increase in investment in people and infrastructure to build a platform for future growth. Total client assets increased 19% to £93bn. The cost:income ratio improved three percentage points to 79%.

In Head office functions and other operations the loss before tax decreased £64m to £259m, reflecting the Head office relocation costs incurred in 2005.

53. On July 23, 2007, Barclays Bank filed a Form 6-K with the SEC. The Company reported the following Condensed Financial Information for the six months ending June 30, 2007 in Appendix III of its July 23, 2007 Form 6-K:

Group Summary.

In the first half of 2007, Barclays continued to make substantial progress on its strategic priorities, further diversifying the profit base and delivering record financial results. Profits and earnings grew at a double digit rate relative to the very strong performance recorded in the first half of 2006.

Profit before tax increased 12 percent to £4,101 million (2006: £3,673 million). This was achieved despite significant adverse currency movements against Sterling. Earnings per share rose 14 per cent, to 41.4p (2006: 36.3p). Profit grew at a higher rate than the rate of growth of both daily value at risk and risk weighted against assets.

Group income rose 9 percent to £11,902 million (2005: £10,969 million). Income growth which was led by a particularly strong performance in Barclays Capital, was broadly based by business and by geography.

Group operating expenses increased 9 percent to £6,847 million (2006: £6,269 million). We continued to invest in future business growth, with increased headcount in Barclays Capital, Barclays Global Investors and Absa, and significant growth in the branch network in International Commercial and Retail Banking outside the United Kingdom. Operating expenses included gains on the sale of properties at £147 million (2006: £238 million) largely in UK Retail Banking, which were substantially reinvested in the business.

Group impairment charges improved 9 percent, to £959 million (2006: £1,057 million). The improvement reflected reduced flows into delinquency and lower arrears in the UK cards and consumer loan business. The number of UK personal customers missing a payment continued to fall. UK mortgage impairment charges remained negligible. Impairment levels in the wholesale sector continued to be stable, with low levels of defaults. The 2006 impairment charge include £83 million on available for sale assets.

Business performance.

15 ,

In UK Retail Banking, good income growth (partially offset by settlements on overdraft fees), coupled with well controlled costs and improved impairment, drove profit growth of 9 percent.

UK Business Banking rose 9 percent. This was mainly attributable to strong growth in fees and well controlled costs.

We are on track to deliver a further two percentage point improvement in the cost:income ratio of UK Banking during 2007, adding to the six percentage point improvement achieved during 2005 and 2006.

Headline profit of Barclaycard declined 17 percent. More than all headline profit decline was due to the impact of property gains in the first half of 2006 and a loss on the disposal of Monument during the first half of 2007. Profit more than doubled relative to the second half of 2006 as a consequence of the reduction in impairment charges.

In International Retail and Commercial Banking — excluding Absa, the first half of 2006 included the gain on the sale of a property together with the contribution of our former associate FirstCarribean International Bank. Adjusted for these, International Retail and Commercial Banking — excluding Absa generated strong profit growth in the first half of 2007, driven by significant increases in business volumes.

Absa Group Limited announced very strong profit growth in Rand terms, but the 20 per cent depreciation of the Rand versus Sterling caused period on period profit of International Retail and Commercial Banking — Absa to be broadly steady.

Barclays Capital delivered record results, with its two best quarters ever. Profit rose 33 per cent. This was due to a very strong income performance driven by continued strong growth across asset classes and regions, in particular across the structured credit and credit derivatives, equities and commodities platforms, underpinned by the strength of the client franchise and its focus on delivering risk management and financing solutions.

In Barclays Global Investors profit rose 7 percent, in sterling, while both income and profit were up substantially more in Dollars. This reflected the continued strength of the franchise and significant new flows and revenues into its suite of exchange traded funds, alternative asset classes and quantitative active strategies.

The profit of Barclays Wealth rose 34 percent. This reflected strong income growth from increased client funds and transaction volumes partially offset by continued investment in the business.

* * *

16 54. Barclays Bank filed additional Form 6-K reports with the SEC, including a Form 6-K dated August 2, 2007. The August 2, 2007 Form 6-K contained the Company's financial results for the six months ending June 30, 2007. It reported net income of £10.9 billion, shareholder equity of £20.9 billion, and assets of £1.16 trillion. It also included a "Group Chief

Executive Review" statement, signed by Barclays Bank's Chief Executive Officer, John Varley, which stated in pertinent part:

I am pleased to report another strong half year for Barclays. We have delivered excellent results for shareholders — with double-digit growth in earnings and dividends — through the disciplined execution of our strategic priorities.

When I became chief executive three years ago, I set out for shareholders the priorities we had identified for executing our strategy. We said we would strive for higher growth; that profit diversification outside the UK would help us achieve this growth; that an increasing ratio of non-net interest income to net interest income would be a sign of increasing financial health and quality of income; that we would improve our standing in the eyes of our customers, our colleagues and our communities; that we would turn around the performance of our UK Retail Bank; that we expected significant future growth in Barclays Capital and Barclays Global Investors; and that our Wealth business would become an engine for growth. We have been delivering on each of these priorities since 2004, applying in each of the businesses our common principle of 'earn, invest and grow' — that is, investing strongly in the pursuit of growth while offering our shareholders good short-term returns.

Our strong first half performance in 2007 demonstrates continued progress on these priorities, and continued success in execution. Profit increased by a further 12% on top of the outstanding 37% profit growth achieved at the interim stage last year; earnings per share increased 14%, and we increased our dividend by 10%. Our return on equity was 26%.

* * *

Just a few years ago, Barclays was primarily a UK clearing bank. Our UK Banking business lies at the heart of the strength of the Barclays brand and we serve millions of customers in the United Kingdom. But we've been able to expand rapidly outside the United Kingdom, such that, even as our UK businesses have grown strongly, half of our profit is made outside the UK and over two- thirds of our profit is made outside of the two main UK Banking businesses. Results demonstrate that we are doing the things we said we would. Our strategy 17 of striving for higher growth via greater profit diversification is generating increasing returns for our shareholders. We believe that the capabilities we have assembled within Barclays equip us strongly to take advantage of the significant opportunities that lie ahead for the financial services industry.

* * *

We enter the second half of 2007 with good business momentum across Barclays, driven by a strong first half resulting from high levels of customer activity. Whilst we report at a time of turbulence in the capital markets, Barclays Capital's net income for July was ahead of last year, and the UK and global economic outlook continues to be broadly positive. We are well positioned to grow further in the years ahead.

55. Barclays Bank's August 2, 2007 Form 6-F also included a "Group Finance Director Review" statement, signed by the Company's Finance Director, Christopher Lucas. Mr. Lucas' Finance Director Review statement reported, among other things, overall declines in impairment charges and stable capital reserves in the first six months of 2007:

Group impairment charges improved 9% to £959m (2006: £1,057m). The 2006 Impairment charge included £83m relating to available for sale assets. The improvement also reflected reduced flows into delinquency and lower arrears balances in the UK cards and consumer loans business. The number of UK personal customers missing a payment continued to fall. UK Retail Banking mortgage impairment charges remained negligible. Impairment levels in the wholesale sector continued to be stable, with low levels of defaults.

* * *

At 30 June 2007, our Tier 1 Capital ratio was stable at 7.7%.

* * *

56. On March 26, 2008, Barclays Bank filed its 2007 annual report with the SEC on

Form 20-F, in which it represented that the Company had profit before tax of £7,076m, income gains of 7 % (to £23,000 million), and an improved Basel I Tier 1 Capital ratio of 7.8%. The year-end financials were summarized in the "Financial Review" and "Business Review" portions of the 2007 Form 20-5, which stated, in pertinent part, as follows:

Group Performance.

18 Barclays delivered profit before tax of £7,076m. Earnings per share were 68.9p and we increased the full year dividend payout to 34p, a rise of 10%.

Income grew 7% to £23,000m. Growth was well spread by business, with strong contributions from International Retail and Commercial Banking, Barclays Global Investors and Barclays Wealth. Net income, after impairment charges, grew 4% and included net losses of £1,635m relating to credit market turbulence, net of £658m of gains arising from the fair valuation of notes issued by Barclays Capital and settlements on overdraft fees in relation to prior years of £116m in UK Retail Banking.

Impairment charges and other credit provisions rose 30% to £2,795m. Impairment charges relating to US sub-prime mortgages and other credit market exposures were £782m. Excluding these sub-prime related charges, impairment charges improved 7% to £2,013m. In UK Retail Banking and Barclaycard, impairment charges improved significantly, as a consequence of reductions in flows into delinquency and arrears balances in UK cards and unsecured loans. UK mortgage impairment charges remained negligible, with low levels of defaults, and the wholesale and corporate sector remained stable. The significant increase in impairment charges in International Retail and Commercial Banking was driven by very strong book growth.

Operating expenses increased 4% to £13,199m. We invested in growing the branch network and distribution channels in International Retail and Commercial Banking and in infrastructure development in Barclays Global Investors. Costs were lower in UK Banking and broadly flat in Barclays Capital. Gains from property disposals were £267m (2006: £432m). The Group cost:income ratio improved two percentage points to 57%.

* * *

Business Review.

Barclays Commercial Bank delivered profit before tax of £1,371m. Profit before business disposals improved 5%. Income improved 7% driven by very strong growth in fees and commissions and steady growth in net interest income. Non-. interest income increased to 32% of total income reflecting continuing focus on cross sales and efficient balance sheet utilisation. Operating expenses rose 6%, reflecting increased investment in product development and support, sales force capability and operational efficiency. Impairment charges increased £38m as a result of asset growth and higher charges in Larger Business.

Barclaycard profit before tax increased to £540m, 18% ahead of the prior year. Steady income relative to 2006 reflected strong growth in Barclaycard International offset by a reduction in UK card extended credit balances as we re- positioned the UK business and reduced lower credit quality exposures including the sale of the Monument card portfolio. As a result, impairment charges improved 21°A, reflecting more selective customer recruitment, client 19 management and improved collections. Operating expenses increased 12%, driven by continued investment in Barclaycard International and the non-recurrence of a property gain included in the 2006 results. Barclaycard US continued to make good progress, and for the first time made a profit for the year.

International Retail and Commercial Banking profits declined 23% to £935m. Results in 2006 included a £247m profit on disposals and £41m post tax profit share from FirstCaribbean International Bank. 2007 results reflected a 12% decline in the average value of the Rand.

* * *

Business Performance — Investment Banking and Investment Management.

Barclays Capital delivered a 5% increase in profit before tax to £2,335m. Net income was ahead of last year, reflecting very strong performances in most asset classes including interest rates, currencies, equity products and commodities. Results also included net losses arising from credit market turbulence of £1,635m net of gains from the fair valuation of issued notes of £658m. All geographies outside the US enjoyed significant growth in income and profits. Strong cost control led to operating expenses declining slightly year on year.

Barclays Global Investors (BGI) profit before tax increased 3% to £734m. Income grew 16%, driven by very strong growth in management fees and in securities lending revenues. Profit and income growth were both affected by the 8% depreciation in the average value of the US Dollar. BGI costs increased 25% as we continued to build our infrastructure across multiple products and platforms to support future growth.

The cost:income ratio rose to 62%. Assets under management grew US$265bn to US$2.1 trillion, including net new assets of US$86bn.

Barclays Wealth profit before tax rose 25% to £307m. Income growth of 11% was driven by increased client funds and greater transaction volumes. Costs were well controlled as business volumes rose and the cost:income ratio improved three percentage points to 76%. We continued to invest in client facing staff and infrastructure. Redress costs declined. Total client assets increased 14% to £133bn. * * *

Capital management.

At 31st December 2007, our Basel I Tier 1 Capital ratio was 7.8% (2006: 7.7%). We started managing capital ratios under Basel II from 1st January 2008. Our Basel II Tier 1 Capital ratio was 7.6%. Our Equity Tier 1 ratio was 5.0% under Basel 1(2006: 5.3%) and 5.1% under Basel II.

20 We have increased the proposed dividend payable to shareholders in respect of 2007 by 10%. We maintain our progressive approach to dividends, expecting dividend growth broadly to match earnings growth over time.

* * *

THE FALSE AND DEFECTIVE REGISTRATION STATEMENT, PROSPECTUS AND PROSPECTUS SUPPLEMENT 57. On August 31, 2007, Barclays Bank filed the Registration Statement and Prospectus with the SEC using a "shelf' registration or continuous offering process. Under the shelf, Barclays Bank would be permitted to sell securities described in the Registration Statement in one or more offerings up to a total dollar amount of $100 million. The securities were to be issued by Barclays Bank. The Registration Statement was contained on SEC Form F-3. The Form F-3 incorporated by reference Barclays Bank's Form 20-F annual report for the fiscal year ended December 31, 2006, described in paragraph 52, above, and stated:

The SEC allows us to "incorporate by reference" the information we file with them, which means we can disclose important information to you by referring you to those documents. The most recent information that we file with the SEC automatically updates and supersedes earlier information.

We have filed with the SEC a registration statement on Form F-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of the company, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the SEC's public reference room in Washington, D.C., as well as through the SEC's internet site, as discussed below.

We filed our annual report on Form 20-F for the fiscal year ended December 31, 2006 (the "2006 Form 20-F") with the SEC on March 26, 2007. We are incorporating the 2006 Form 20-F by reference into this prospectus.

58. The Form F-3 also incorporated by reference certain Fon-n 6-K filings submitted to the SEC by Barclays Bank, including, specifically, the July 23, 2007 and August 2, 2007 Form

6-K filings referred to paragraphs 53 through 55 of this Complaint, stating:

21 We are further incorporating by reference our Current Reports on Form 6- K furnished to the SEC on April 23, 2007, April 27, 2007, May 8, 2007, May 31, 2007, June 19, 2007, July 23, 2007, July 30, 2007, August 2, 2007 and August 13, 2007, in each case to the same extent as such report was designated on the cover thereof for incorporation by reference into our Registration Statements on Form F-3 (Nos. 333-126811, 333-85646 and 333-12384).

In addition, we will incorporate by reference into this prospectus all documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent, if any, we designate therein, reports on Form 6- K we furnish to the SEC after the date of this prospectus and prior to the termination of any offering contemplated in this prospectus.

59. The Form F-3 also incorporated by reference subsequently-filed prospectuses, and included assurances that any such subsequently-filed prospectus would not supersede or modify statements made in the Registration Statement and Prospectus or in any document incorporated or deemed incorporated by reference into the Registration Statement:

. . . [F]or the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.

As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in

22 the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

60. The Form F-3 also included assurances that the Company would "reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement."

61. On April 9, 2008, Barclays Bank filed its Form 424(b)(5) Prospectus Supplement for the Offering, which forms part of the Registration Statement, and which became effective on April 11, 2008, selling 100 million shares at $25 per share (which included an option to underwriters to purchase up to an additional 15 million Barclays Bank Series 5 ADSs by April 22, 2008 to cover over-allotments), for proceeds of $2.65 billion. 62. The Registration Statement, Prospectus and Prospectus Supplement for the Offering omitted important information about Barclays Bank's exposure to the credit and real estate markets and how the changes in the markets were affecting Barclays Bank by the time of the Offering, however, including omitting information about how this exposure could affect the Company's capital base. 63. The true facts which were omitted from the Registration Statement, Prospectus and Prospectus Supplement were: (a) Barclays portfolio of debt securities, including mortgage-related securities, were impaired to a much larger extent than had been disclosed; (b) Barclays failed to properly record losses for impaired assets;

(c) Barclays' internal controls were inadequate to prevent the Company from improperly recording its debt securities and/or mortgage-related investments;

(d) Barclays' capital base was not adequate enough to withstand the significant deterioration in the subprime market and, as a result, Barclays Bank and Barclays would be forced to raise significant amounts of additional capital; and

23 (e) Barclays was not as well capitalized as represented and would have to continually raise additional capital, which would dilute current holders and those investors purchasing Series 5 ADSs in the Offering.

POST-OFFERING EVENTS

64. On May 15, 2008, Barclays Bank filed a 6-K Report and "Interim Management

Statement" with the SEC, in which it reported, among other things, that the Company's first quarter profits were "broadly in line with the monthly run rate for 2007," that "[i]mpairment charges increased slightly," that mortgage impairment in UK Retail Banking "remained low," that its exposure "relating to US residential mortgage backed securities were actively managed and declined over the period," and that its Tier 1 capital and equity Tier 1 ratios were expected "to be at least at our target levels of 7.25% and 5.25% in time." The front-piece of the May 15, 2008 6-K Report provides that the Report -shall be deemed to be incorporated by reference" in the Registration Statement for the Series 5 ADSs Offering. The 6-K Report goes on to state, in relevant part:

Group Performance

Group profit before tax in January and February was broadly in line with the monthly run rate for 2007. Following tougher capital markets trading conditions in March, Group profit for the first quarter was below that of the very strong prior year period.

Business Commentary Global Retail and Commercial Banking

First quarter profits in Global Retail and Commercial Banking were ahead of the prior year period. There was solid income growth at UK Retail Banking, with good performances in Current Accounts, Savings and Local Business reflecting increased customer deposits. Mortgage volumes were significantly higher than in 2007. Impairment charges increased slightly and mortgage impairment remained low. Operating expenses were well controlled. Profit before tax decreased due to lower property credits. Excluding these credits, profit increased strongly. Barclays Commercial Bank saw healthy growth in income. There was a slight decline in profit before tax as costs grew faster than income due to investment in

24 front office staff and infrastructure and lower property credits. Impairment charges increased at a slower rate than book growth. Very strong growth in profit before tax at Barclaycard was driven by excellent income growth in international markets. Improved impairment charges in UK Cards were offset by higher impairment in the international businesses primarily due to growth in the portfolio. Costs grew more slowly than income and were focused on investment in the international franchises. The acquisition of Discover's UK credit cards business was completed on 31st March 2008. International Retail and Commercial Banking showed solid growth in profit before tax. Income growth in International Retail and Commercial Banking — excluding Absa was very strong. Operating expenses grew faster than income as we continued to expand the distribution network and invest in people and infrastructure. Impairment charges increased at a rate consistent with the growth in risk tendency. International Retail and Commercial Banking - Absa reported strong growth in profit before tax, reflecting modest income growth and a gain arising from the VISA IPO which offset higher retail impairment. Costs were broadly flat.

Investment Banking and Investment Management

Barclays Capital was profitable in the first quarter despite the difficult trading conditions. There was good growth across the underlying businesses with very strong income growth in interest rate products, emerging markets and currency products. There were net losses of £1.0bn relating to credit market turbulence, including £0.7bn gains on the fair valuation of notes issued by Barclays Capital. Exposures relating to US residential mortgage backed securities were actively managed and declined over the period. Further detail can be found in the Appendix. Barclays Global Investors delivered good income growth across multiple products. Costs included provisions of £170m relating to support for selected liquidity products, leading to lower profits in the quarter. .• Barclays Wealth continued to deliver good profit growth. Solid income growth was driven by higher net interest income resulting from increased customer deposits. Client assets were impacted by falling equity markets, offset by underlying net new asset inflows. Costs remained stable.

April Trading

The profits of Global Retail and Commercial Banking and Investment Banking and Investment Management excluding Barclays Capital for the month of April exceeded those of the prior year period. Barclays Capital remained profitable for the year to date after reversing in April £0.5bn gains on the fair valuation of issued notes arising from the narrowing of own credit spreads.

25 Capital

We expect our Tier 1 capital and equity Tier 1 ratios under Basel II at 30th June 2008 to be slightly lower than the 7.6% and 5.1% reported as at 31st December 2007. We intend both ratios to be at least at our target levels of 7.25% and 5.25% respectively in time. 65. On August 7, 2008, Barclays Bank posted an Interim Results Announcement in its

SEC Form 6-K report, in which the Company stated that its net income for the first-half of 2008 had declined 34% to £4.72 billion ($3.4 billion). The net income reduction was due in large part to write-downs of £2.8 billion of credit-related assets — a substantially greater write-down than analysts had predicted. The size of the write-down was both significant and surprising, given Barclays Bank's recent financial reporting. As one analyst wrote:

"Maybe this is grist to the mill for those who said Barclays was under providing for its write downs," said Simon Maughan, a London-based analyst at MF Global Securities Ltd. Who has "buy" rating on the stock. "They have written off significantly more than they flagged in June. . ." 66. Barclays Bank included in its Interim Results Announcement a Group Finance Director Review statement from its Finance Director, Christopher Lucas, which reported, among other things, as follows:

Capital Management

We worked hard to optimise risk weighted asset consumption in the first half of 2008. As a result, Group risk weighted assets at 30th June 2008 were broadly stable at £352.7bn. At 30th June 2008, our tier 1 capital ratio was 7.9% and our equity tier 1 ratio was 5.0%. We raised £4.5bn of new equity in July 2008 which, if applied to our capital position as at 30th June 2008, would have resulted in pro- forma ratios of 9.1% and 6.3% respectively. We expect to retain just over half of the new equity raised in July 2008 in increased capital ratios going forward. We maintained our dividend at 11.5p per share.

67. Notwithstanding the significant write-downs reported in the August 7, 2008 Form

6-K, the Barclays Bank Series 5 ADSs did not decline appreciably, due to Barclays Bank's assurances that it did no require additional capital after raising £4.5 billion in a share sale to investors and sovereign wealth funds as publicly reported in July 2008. Instead, during August and much of September 2008, these securities traded at between $20 and $25 a share.

26 68. On October 13, 2008, Barclays issued a press release entitled "Update on capital, dividend and current trading," which stated in pertinent part:

Following the announcement by the UK Government on 8 October 2008 in relation to UK banking sector capital and funding, Barclays has been in detailed discussion with the UK Financial Services Authority ("FSA") and HM Treasury.

Capital and dividend

Barclays is well capitalised, profitable and has access to the liquidity required to support its business. Taking into account the new higher capital targets which the FSA has set fort all UK banks, the Board has determined that it will raise in excess of £6.5bn of Tier 1 Capital. This would result in a pro forma Tier 1 Capital ratio as at 30 June 2008 of over 11%.

Given the strength of Barclays well diversified business and the existing capital base, the Board expects that the additional capital will be raised from investors without calling on the Government funding which has been offered to UK Banks. Accordingly, a plan has been agreed with and approved by the FAS which envisages:

• The issue of preference shares to raise £3bn by 31 December 2008 as Barclays' contribution to the commitment made by UK banks to increase Tier 1 capital by £25 billion in aggregate by year-end.

• The issue of new ordinary shares to raise £0.61bn ($1bn) as announced on 17 September as part of our announcement concerning acquisition of Lehman Brothers North American investment banking and capital markets businesses ("the Lehman Acquisition").

• The issue of new ordinary shares to raise a further £3bn as soon as practicable after the announcement of our full year 2008 results and our intention is that this should be before 31 March 2009. The offer of such shares will be structured so as to give existing shareholders full rights participation.

• Balance sheet management and operational efficiencies to release at least a further £1.5bn in equity resources.

As part of the above issuance of shares, Barclays has agreement in principle with an existing shareholder to contribute £1bn in new capital, to be allocated between the component parts listed above.

In the light of the new capital ratios agreed with the FSA and in recognition of the need to maximise capital resources in the current economic 27 climate, the Board of Barclays has concluded that it would not be appropriate to recommend the payment of a final dividend for 2008. This dividend, amounting to c£2bn, would otherwise have been payable in April 2009. Our intention is to resume dividend payments in the second half of 2009.

The effect of the above is more than £6.5bn is raised through capital issuance and at least a further £3.5bn through dividend and other actions

In the event that any of the proposed capital issuances do not proceed, Barclays, along with other UK banks, would be eligible to have access to the capital facilities announced by the UK Government on 08 October 2008. The terms of such facilities would be negotiated at the time and may be on terms less favourable than those made available today. The UK Government has also confirmed that Barclays is eligible to use the extended facilities with the Bank of England and the UK Government guarantee of term unsecured issuance which have been made available to UK Banks.

Current trading

We will provide our usual Interim Management Statement on 18 November 2008. When we announced the Lehman Acquisition on 17 September 2008, we commented that Barclays had traded satisfactorily during the months of July and August. In the month of September, profits before tax very significantly exceeded the monthly run date for the first half of the year, with strong contributions from Global Retail and Commercial Banking and from Investment Banking and Investment Management, and strong inflows of new customers and customer deposits.

69. In mid-November 2008, Barclays acknowledged that it needed to raise capital, and that it may be unable to persuade investors to approve a £7 billion ($10.48 billion) capital plan by the late-November deadline set by the FSA and HM Treasury.

70. With this acknowledgement, and as the truth about the Company's deteriorating capital position began to emerge, the share price of the Barclays Bank Series 5 ADSs dropped nearly 50% -- to $12.97 per share -- on November 20, 2008. Barclays Bank investors also bitterly complained that the cost for the cash plan, achieved through a combination of securities issued to outside investors from the Middle East, was too high. This was described in a

TimesOnline report entitled "Investor fury over the high cost of Barclays' deal" on November 25, 2008:

[One Barclays shareholder] was clearly furious. Claiming that he had been denied the opportunity to speak, he stormed to the front of the conference 28 hall, intent on telling the City heavyweights in his sights what he thought of them, only to be restrained by a posse of security staff. For this investor, certainly, Barclays' decision to turn to the Middle East for funds was a step too far.

That Barclays got its money yesterday will be a relief to the bank. Private and institutional investors voted to accept its contentious scheme to raise £5.8 billion from the Middle East.

But the meeting at the ExCel conference centre in East London was also a stark illustration that the price, at least in terms of management pride, for that cash had been high. Investors lined up to berate the bank and its executives and such was the bad feeling that Marcus Agius, the Barclays chairman, was forced to end questioning. Both he and John Varley, the chief executive, faced calls to resign.

Many in the audience, about 500-strong, complained about being shut out of a capital plan that gives the Middle Eastern investors almost a third of Barclays' shares.

The bank has ignored the long-established right of first refusal for its existing investors, who now face dilution. Instead, Barclays chose to raise more than £7 billion, of which £5.8 billion was through a combination of securities issued to Qatar Holdings and Sheikh Mansour Bin Zayed al-Nahyan, a member of the Abu Dhabi Royal Family. The remaining £1.5 billion was raised through a placement to institutional shareholders and was not part of yesterday's vote.

Retail investors were shut out entirely. The bank won enough support to press ahead with its fundraising, but the refusal by 22 percent of the bank's shareholders to back it was a significant blow. A total of 584,125,704 votes were cast against the bank's resolution to increase its share capital, while a further 528,965,914 votes were withheld as investors, particularly institutions, abstained.

* * *

"Shame on you," Eric Chalker, who owned 1,800 Barclays shares, said.

Trevor White, who has been a Barclays shareholder since 1962, said that he had lost £200,000 on his investment within the past 12 months.

He said he had written to both Mr. Varley and Mr. Agius demanding their resignations.

Institutions, too, made their voices heard, among them F&C Asset Management. George Dallas, the director of corporate governance at F&C, which owns 57 million shares, said: "We think that this amounts to a clear and egregious abuse of preemption rights. We object that the consequences of voting against this particular transaction would make a bad situation worse."

29 Mr. Agius expressed Barclays "deep regret" over the fundraising, but he did not apologise for the bank's position, as his counterparts at Royal Bank of Scotland had last week. He said that taking the "Devil's route" and shutting out the bank's long-term owners had put Barclays in an "exquisitely awkward position."

He acknowledged the anger felt by investors, but said the bank's entire future could have been put at risk if it had pressed too hard for preemption rights to be respected. "A dangerous leak that we were struggling to find money on the right terms could have been terminal," he said. * * *

71. In mid-January 2009, as a further cost saving/cash generating measure, Barclays announced plans to cut up to 1,200 jobs in its retail and commercial banking units. This announcement also caught analysts by surprise:

"We think this is a significant development, as previously Barclays had been arguing that this downturn was a great time to invest in people," said analysts at Evolution Securities.

"Management have consistently been too upbeat with their outlook statements; we are going into the worst downturn in living memory and it is hard to see how Barclays, with a 1.4 trillion pound balance sheet, is not going to have to recognize larger write-downs," they added.

72. On this news, the Series 5 ADSs dropped to below $10 per share in January and February 2009, closing at $7.57 during end-of-the-month trading in February 2009. On April 3, 2009, the Series 5 ADSs closed at approximately $14.25 per share.

COUNT I

Violations of Section 11 of the Securities Act Against All Defendants 73. Plaintiff repeats and realleges each and every allegation set forth in the paragraphs above as if fully set forth herein. For purposes of this cause of action, plaintiff explicitly disclaims and excludes any statement that alleges or can be construed as alleging fraud or intentional to allege that defendants committed intentional or reckless misconduct, as this Court is based solely on claims of strict liability and/or negligence under the Securities Act.

30 74. Plaintiff brings this cause of action for violation of Section 11 of the Securities

Act, 15 U.S.C. § 77k, on behalf of herself and the Class against all defendants. 75. The Registration Statement and Prospectus were false and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading, and omitted to state material facts required to be stated therein.

76. Barclays Bank is the registrant for the Offering. As issuer of the shares, Barclays Bank is strictly liable to plaintiff and the Class for the misstatements and omissions. 77. The Individual Defendants named herein were responsible for the contents and dissemination of the Registration Statement. Each of the Individual Defendants signed or authorized the signing of the Registration Statement.

78. The Underwriter Defendants named herein were responsible for the contents and dissemination of the Registration Statement. 79. None of the defendants named herein made a reasonable investigation or possessed reasonable grounds for the belief that the statements contained in the Registration Statement were true and without omissions of any material facts and were not misleading.

80. By reason of the conduct herein alleged, each defendant violated, and/or controlled a person who violated, § 11 of the Securities Act. 81. Plaintiff acquired Barclays Bank Series 5 ADSs pursuant and/or traceable to the Registration Statement for the Offering.

82. Plaintiff and members of the Class have sustained damages. Plaintiff and members of the Class did not know, or in the exercise of reasonable diligence could not have known, of the untruths and omissions contained in the Registration Statement and Prospectus and all incorporated documents at the time plaintiff and other members of the Class acquired the Company's Series 5 ADSs, and could not reasonably have reasonably discovered those facts prior to the Fall of 2008.

83. Less than one year has elapsed from the time that plaintiff discovered or reasonably could have discovered the facts upon which this Complaint is based to the time that

31 plaintiff filed this Complaint. Less than three years have elapsed between the time the securities upon which this Count is brought were offered to the public and the time plaintiff filed this Complaint. 84. By reason of the foregoing, defendants are liable for violations of Section 11 of the Securities Act to plaintiff and members of the Class. COUNT 11

Violations of Section 12(a)(2) of the Securities Act Against Barclays Bank, Barclays and The Underwriter Defendants 85. Plaintiff repeats and realleges each and every allegation set forth in the paragraphs above as if fully set forth herein. 86. For purposes of this Count, Plaintiff explicitly disclaims and excludes any statement that alleges or can be construed to allege that defendants committed intentional or reckless misconduct or that defendants acted with scienter or intent to defraud. Plaintiff brings this Count for violation of Section 12(a)(2) of the Securities Act, 15 U.S.C. § 77k, on behalf of herself and the Class against Barclays Bank, Barclays and the Underwriter Defendants. 87. By means of the defective Prospectus, defendants assisted in the sale of shares of the Company's Series 5 ADSs to plaintiff and other members of the Class. 88. The Prospectus contained untrue statements of material fact, and concealed and failed to disclose material facts, as detailed above. Defendants owed plaintiff and the other members of the Class who purchased Barclays Bank Series 5 ADSs pursuant to the Prospectus the duty to make a reasonable and diligent investigation of the statements contained in the Prospectus to ensure that such statements were true and that there was no omission to state a material fact required to be stated in order to make the statements contained therein not misleading. Defendants, in the exercise of reasonable care, should have known of the misstatements and omissions contained in the Prospectus as set forth above.

89. Defendants failed to make a reasonable investigation and failed to possess reasonable grounds to believe that the statements contained and incorporated by reference in the

32 Prospectus at the time of the Offering were true and that there were no omissions of material fact which rendered the statements therein materially untrue and misleading. Accordingly, Barclays

Bank, Barclays and each of the Underwriter Defendants is liable to plaintiff and the other members of the Class who purchased the Barclays Bank Series 5 ADSs.

90. Plaintiff did not know, nor in the exercise of reasonable diligence could have known, of the untruths and omissions contained in Prospectus at the time she acquired the

Company's Series 5 ADSs. 91. By reason of the conduct alleged herein, Barclays Bank, Barclays and the Underwriter Defendants violated Section 12(a)(2) of the Securities Act. As a direct and proximate result of such violations, plaintiff and other members of the Class who purchased

Barclays Bank Series 5 ADSs pursuant to the Prospectus sustained substantial damages in connection with their purchases of Barclays Bank Series 5 ADSs. Accordingly, plaintiff and class members who have sold their shares at a loss seek damages to the extent permitted by law. Class members who hold such shares have the right to rescind and recover the consideration paid for their securities, and hereby tender their shares to the defendants sued herein. COUNT III

Violations of Section 15 of the Securities Act Against the Individual Defendants 92. Plaintiff repeats and realleges each and every allegation set forth in the paragraphs above as if fully set forth herein. 93. For purposes of this Count, Plaintiff explicitly disclaims and excludes any statement that alleges or can be construed to allege that defendants committed intentional or reckless misconduct or that defendants acted with scienter or intent to defraud. Plaintiff brings this Count for violation of Section 15 of the Securities Act on behalf of herself and the Class against the Individual Defendants.

94. Each of the Individual Defendants was a control person of Barclays Bank and Barclays by virtue of his or her position as a director, senior officer and/or major shareholder of

33 Barclays Bank and Barclays which allowed each of these defendants to exercise control over

Barclays Bank and Barclays and its operations. 95. Each of the Individual Defendants was a culpable participant in the violations of § 11 of the Securities Act alleged in the Count, above, based on their having signed or authorized the signing of the Registration Statement and Prospectus and having otherwise participated in the process which allowed the Offering to be successfully completed.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for relief and judgment, as follows:

A. Determining that this action is a proper class action, certifying plaintiff as a representative of the Class under Rule 23 of the Federal Rules of Civil Procedure and plaintiff's counsel as counsel for the Class;

B. Awarding plaintiff and members of the Class compensatory damages against all defendants, jointly and severally, for all damages sustained as a result of Defendants' wrongful conduct in an amount to be proven at trial;

C. Awarding plaintiff and members of the Class rescission or a rescissionary measure of damages;

D. Awarding plaintiff and members of the Class pre-judgment and post-judgment interest;

E. Awarding plaintiff and the Class their reasonable costs and expenses incurred in this action, including counsel fees and expert fees;

F. Awarding extraordinary, equitable and/or injunctive relief as permitted by law, equity and the federal statutory provisions sued hereunder; and

G. Granting such other and further relief as the Court may deem just and proper.

34 JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

DATED: April 7, 2009 Respectfully submitted,

GIRA GIBBS LL7P

By: gr"4, Jo/than K. !vine (JL-8390)

Jonathan K. Levine iklggirardgibbs.com 711 Third Avenue, 20th Floor New York, NY 10017 Telephone: (212) 867-1721 Facsimile: (212) 867-1967 Email: [email protected]

Daniel C. Girard [email protected] Elizabeth C. Pritzker ecpgirardgibbs.com Aaron M. Sheanin ams(girardgibbs.com 601 California Street, 14th Floor San Francisco, CA 94108 Telephone: (415) 981-4800 Facsimile: (415) 981-4846

Counsel for Individual and Representative Plaintiff Beverly Pellegrini

35 CERTIFICATION OF PROPOSED LEAD PLAINTIFF PURSUANT TO THE FEDERAL SECURITIES LAWS

I, Beverly Pellegrini, declare the following as to the claims asserted, or to be asserted, under the federal securities laws:

1. I have reviewed the complaint against Barclays Bank PLC and others prepared by Girard Gibbs LLP, whom I designate as my counsel in this action for all purposes.

2. I did not acquire the Barclays Bank Series 5 American Depositary Shares at the direction of Girard Gibbs LLP or in order to participate in any private action under the federal securities laws.

3. I am willing to serve as a lead plaintiff either individually or as part of a group. I understand that a lead plaintiff is a representative party who acts on behalf of other class members in directing the litigation, and whose duties may include testifying at deposition or trial.

4. I will not accept any payment for serving as a representative party beyond my pro rata share of any recovery, except reasonable costs and expenses, such as lost wages and travel expenses, directly related to the class representation, as ordered or approved by the Court pursuant to law.

5. I have not sought to serve or served as a representative party for a class in an action under the federal securities laws within the past three years.

6. I understand that this is not a claim form, and that my ability to share in any recovery as a class member is not affected by my decision to serve as a representative party.

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7. My purchases and sales of Barclays Bank Series 5 American Depositary

Shares issued pursuant and/or traceable to the company's offering are listed below:

TRADE NUMBER OF PRICE PER BUY OR SECURITY DATE SHARES NOTE/UNIT SELL

4/9/2008 Barclays Bank PLC 8.125% Ser 5 Callable- BCSPRD 100.00 $25.00 Buy

10/17/2008 Barclays Bank PLC 8.125% Ser 5 Callable- BCSPRD 100.00 $16.69 Sell

8. I declare under penalty of perjury that the foregoing is true and correct.

Executed this" day of i1i4e4,2009.

4r Beverly Pel e.

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