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CYBG PLC Clydesdale Bank PLC 20 Merrion Way 30 St Vincent Place Leeds LS2 8NZ Glasgow G1 2HL United Kingdom United Kingdom

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CYBG PLC Clydesdale Bank PLC 20 Merrion Way 30 St Vincent Place Leeds LS2 8NZ Glasgow G1 2HL United Kingdom United Kingdom BASE PROSPECTUS DATED 1 JULY 2019 CYBG PLC (incorporated with limited liability in England and Wales) CLYDESDALE BANK PLC (incorporated with limited liability in Scotland) £10,000,000,000 Global Medium Term Note Programme Any notes ("Notes") issued pursuant to this base prospectus (the "Base Prospectus") under the Global Medium Term Note Programme (the "Programme") on or after the date of this Base Prospectus are issued subject to the provisions described herein. Under the Programme, CYBG PLC (the "Company"). and Clydesdale Bank PLC (the "Bank" and, together with the Company, the "Issuers" and each an "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Notes. The aggregate principal amount of Notes outstanding under the Programme will not at any time exceed £10,000,000,000 (or the equivalent in other currencies), subject to increase as provided herein. This Base Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA") under Part VI of the Financial Services and Markets Act 2000, as amended (the "FSMA") as a base prospectus issued in compliance with Directive 2003/71/EC, as amended or superseded and relevant implementing measures in the United Kingdom (the "Prospectus Directive") for the purpose of giving information with regard to the issue of Notes issued under the Programme described in this Base Prospectus during the period of 12 months from the date of approval of this Base Prospectus. This Base Prospectus comprises a base prospectus for the purpose of Article 5.4 of the Prospectus Directive. Applications have been made for such Notes to be admitted during the period of 12 months from the date of approval of this Base Prospectus to listing on the Official List of the FCA (the "Official List") and to trading on the regulated market of the London Stock Exchange plc (the "London Stock Exchange"). The regulated market of the London Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU, as amended ("MiFID II"), on markets in financial instruments (the "Market"). References in this Base Prospectus to Notes being "listed" (and all related references) shall, unless the context otherwise requires, mean that such Notes have been admitted to the Official List and admitted to trading on the Market. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exemptions, the Notes are not being offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S ("Regulation S")). The Notes are being offered and sold outside the United States to persons that are not U.S. persons in reliance on Regulation S and (in the case of Notes represented by Restricted Global Certificates) within the United States to "qualified institutional buyers" (each, a "QIB") as defined in and pursuant to Rule 144A under the Securities Act ("Rule 144A"). See "Subscription and Sale" and "Transfer Restrictions". The Notes are not deposit liabilities of the Issuers and are not covered by the United Kingdom Financial Services Compensation Scheme ("FSCS") or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuers to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Arranger Morgan Stanley Dealers Barclays BofA Merrill Lynch Citigroup Credit Suisse Lloyds Bank Corporate Markets Morgan Stanley NatWest Markets 237641-2-7-v12.0 70-40720419 IMPORTANT NOTICES Responsibility for this Base Prospectus Each of the Issuers accepts responsibility for the information contained in this Base Prospectus and the relevant Final Terms (as defined below) for each tranche of Notes issued under the Programme and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus (or the relevant Final Terms as the case may be) is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. None of the Dealers or any of their respective affiliates shall be responsible for any act or omission of the Issuers or any other person (other than the relevant Dealer or affiliate) in connection with the Programme and the issue and offering of Notes thereunder. Final Terms/Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. The Notes Notes may only be issued under the Programme which have a denomination of at least €100,000 (or its equivalent in any other currency). Each Tranche of Notes in registered form ("Registered Notes") will be represented by either (A) individual note certificates in registered form ("Individual Certificates"); or (B) one or more unrestricted global note certificates ("Unrestricted Global Certificates") in the case of Registered Notes sold outside the United States to persons that are not U.S. persons in reliance on Regulation S and/or one or more restricted global note certificates ("Restricted Global Certificates") (together with the Unrestricted Global Certificate(s), the "Global Certificates") in the case of Registered Notes sold to QIBs in reliance on Rule 144A. Each Note represented by an Unrestricted Global Certificate will either be: (A) in the case of a Global Certificate which is not to be held under the new safekeeping structure ("NSS"), registered in the name of a common depositary (or its nominee) for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, S.A. ("Clearstream, Luxembourg") and/or any other relevant clearing system and the relevant Unrestricted Global Certificate will be deposited on or about the issue date with the common depositary and/or the sub-custodian; or (B) in the case of a Global Certificate to be held under the NSS, registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the relevant Unrestricted Global Certificate will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. Each Note represented by a Restricted Global Certificate will be: (A) deposited with, and registered in the name of, a nominee, common depositary or common safekeeper for Euroclear or Clearstream, Luxembourg; or (B) registered in the name of Cede & Co. as nominee for the Depository Trust Company ("DTC") and the relevant Restricted Global Certificate will be deposited on or about the issue date with the custodian for DTC (the "DTC Custodian"). Beneficial interests in Notes represented by a Restricted Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by such clearing systems and their respective participants. Each Tranche of Notes in bearer form ("Bearer Notes") will initially be in the form of either a temporary global note in bearer form (the "Temporary Global Note"), without interest coupons, or a permanent global note in bearer form (the "Permanent Global Note"), without interest coupons, in each case as specified in the relevant Final Terms. Each Temporary Global Note or, as the case may be, Permanent Global Note (each a "Global Note") which is not intended to be issued in new global note ("NGN") form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Tranche of Notes with a depositary or a common 237641-2-7-v12.0 - i - 70-40720419 depositary for Euroclear and/or Clearstream, Luxembourg and each Global Note which is intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Tranche of Notes with a common safekeeper for Euroclear and/or Clearstream, Luxembourg. Other relevant information This Base Prospectus must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. Each of the Issuers has confirmed to the Dealers named under "Subscription and Sale" below that this Base Prospectus contains all information with regard to it and its subsidiaries which is (in the context of the Programme or the issue, offering and sale of the Notes) material, that such information is true and accurate in all material respects and not misleading and does not omit to state any other fact required (in the context of the Programme or the issue, offering and sale of the Notes) to be stated therein or the omission of which would make any information contained herein misleading in any material respect and all reasonable enquiries have been made to ascertain such facts and to verify the accuracy of all such information. To the fullest extent permitted by law, none of the Dealers, Morgan Stanley & Co.
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