Re Clawback Placing

Barclays PLC
23 July 2007


This announcement, including the Appendix, is not for distribution directly or
indirectly in or into the United States, Canada, Australia or Japan or any
jurisdiction into which the same would be unlawful. This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire shares in the capital of Barclays in the United States, Canada,
Australia or Japan or any jurisdiction in which such an offer or solicitation is
unlawful. The shares in Barclays referred to in this announcement have not been
and will not be registered under the United States Securities Act of 1933, as
amended and may not be offered or sold or transferred within the United States
absent registration or an exemption from registration. No public offering of
securities will be made in the United Kingdom, the United States or elsewhere.


                                                                    23 July 2007

                             For immediate release

BARCLAYS ANNOUNCES CLAWBACK PLACING OF UP TO 229,729,730 ORDINARY SHARES OF 25P
                      EACH AT A PLACING PRICE OF 740P EACH

The Board of Directors of Barclays PLC ('Barclays') today announces a revised
offer for ABN AMRO and an investment by China Development Bank and Temasek of up
to 13.4 billion euros in Barclays through the subscription of new shares. Of the
Barclays shares which China Development Bank and Temasek have conditionally
agreed to acquire, up to 2.5 billion euros (£1.7 billion) worth of shares are
today being made available outside the United States by way of a clawback
placing targeted at certain Barclays shareholders (to be determined in Barclays
sole discretion) at a price of £7.40 per share. To the extent not taken up these
shares will be subscribed by China Development Bank and Temasek. The shares
subject to the clawback placing will only be issued following and conditional
upon the revised offer for ABN AMRO being declared unconditional.

The clawback placing will commence at 7.00am today and will close at 4.30pm on
Tuesday 24 July 2007. The full terms and conditions of the clawback placing are
set forth in this announcement

Citi, Credit Suisse, Deutsche Bank and JPMorgan Cazenove are acting as joint
bookrunners and placing agents on behalf of Barclays in respect of the clawback
placing.

Enquiries:

Barclays

ANALYSTS AND INVESTORS
Mark Merson                                      [phone]
James S Johnson                                  [phone]

MEDIA
Stephen Whitehead                                [phone]
Alistair Smith                                   [phone]

China Development Bank (Blackstone)
John Studzinski                                  [phone]
Global Head of Corporate Advisory Services
Sophia Harrison                                  [phone]
Vice President European Corporate Communications

Temasek
Lim Siow Joo                                     [phone]
Corporate Affairs

JPMorgan Cazenove
Jonathan Wilcox                                  [phone]
Ian Hannam                                       [phone]

Citi
Chris Williams                                   [phone]

Credit Suisse
James Leigh-Pemberton                            + 44 (0) 20 7888 8888
Tom Ahearne                                      + 44 (0) 20 7888 8888
Michael Leaver                                   + 44 (0) 20 7888 8888

Deutsche Bank
James Agnew                                      + 44 (0)20 7545 8000

This announcement is a public announcement as defined in section 9b paragraph 1
of the Dutch Securities Markets Supervision Decree (Besluit toezicht
effectenverkeer 1995).
_______________________________________________________________

This announcement has been issued by and is the sole responsibility of Barclays.
No representation or warranty express or implied is or will be made as to, or in
relation to, and no responsibility or liability is or will be accepted by
JPMorgan Cazenove Limited, Citigroup Global Markets U.K. Equity Limited, Credit
Suisse Securities (Europe) Limited or Deutsche Bank AG, London Branch or by any
of their respective affiliates or agents as to or in relation to, the accuracy
or completeness of this announcement or any other written or oral information
made available to or publicly available to any interested party or its advisers,
and any liability therefore is expressly disclaimed.

The Bookrunners and Placing Agents (as defined below) are acting for Barclays in
connection with the Placing (as defined below) and no one else and will not be
responsible to anyone other than Barclays for providing the protections afforded
to clients of the Bookrunners and Placing Agents nor for providing advice in
relation to the Placing.

The distribution of this announcement and the offering of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by
Barclays or the Bookrunners and Placing Agents that would permit an offering of
such shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by Barclays and the Bookrunners and Placing
Agents to inform themselves about, and to observe, and such restrictions.

Certain statements in this announcement are forward-looking statements which are
based on Barclays expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future performance and
are subject to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those expressed or implied
by such forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only as of the date
of such statements and, except as required by applicable law, Barclays
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.

The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B)
IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE 'ORDER'); (II) ARE PERSONS FALLING WITHIN ARTICLE 49
(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT
PERSONS'). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
BARCLAYS.

Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to subscribe for Placing Shares (the 'Placees'),
will be deemed to have read and understood this announcement, including this
Appendix, in its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In particular
each such Placee represents, warrants and acknowledges that it is:

(a)  a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business; and

(b)  outside the United States and is subscribing for the Placing
Shares in an 'offshore transaction' (within the meaning of Regulation S under
the Securities Act).

This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction in which such offer or solicitation is or may be unlawful. This
announcement and the information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United States, Canada,
Australia or Japan or in any jurisdiction in which such publication or
distribution is unlawful. No public offer of securities of Barclays is being
made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this announcement have not been
and will not be registered under the Securities Act and may not be offered, sold
or transferred within the United States except pursuant to an exemption from, or
as part of a transaction not subject to, the registration requirements of the
Securities Act. The Placing Shares are being offered and sold outside the United
States only and in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia or
Japan. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or this
announcement should seek appropriate advice before taking any action.


                                    APPENDIX


Details of the Placing and of the Placing Shares

Barclays, China Development Bank and JPMorgan Cazenove Limited ('JPMorgan
Cazenove'), have today entered into an agreement (the 'China Development Bank
Agreement') and Barclays, Temasek and JPMorgan Cazenove have today entered into
an agreement (the 'Temasek Agreement' and the Temasek Agreement, together with
the China Development Bank Agreement, being hereinafter referred to as the
'Agreements') under which, subject to the conditions described below, Barclays
has agreed to allot and issue to China Development Bank and Temasek ordinary
shares of 25p each in Barclays ('Barclays Ordinary Shares').

In order to ensure that the Placees (as defined below) have the opportunity to
subscribe for new Barclays Ordinary Shares on the same financial terms as China
Development Bank and Temasek, China Development Bank and Temasek have each
agreed that the number of new Barclays Ordinary Shares for which they subscribe
will be reduced by a maximum of 229,729,730 Barclays Ordinary Shares and that a
maximum of 229,729,730 Barclays Ordinary Shares will be made available to the
Placees.

JPMorgan Cazenove, Citigroup Global Markets U.K. Equity Limited, Credit Suisse
Securities (Europe) Limited and Deutsche Bank AG, London (the 'Bookrunners and
Placing Agents') as agents of Barclays have agreed that they will make new
Barclays Ordinary Shares (the 'Placing Shares') available outside the United
States by way of an offer targeted at certain existing Barclays shareholders
(selected by Barclays in its sole discretion) (the 'Placing'). The Bookrunners
and Placing Agents will act as joint bookrunners and placing agents in
connection with the Placing. The issuance of the Placing Shares, once allocated,
will not be underwritten.

The subscription price in the placing will be £7.40 per Placing Share.

Following completion of the bookbuilding exercise, Barclays will announce the
maximum final number of Barclays Ordinary Shares to be issued and sold in the
Placing. To the extent Placees are identified in respect of fewer than the
number of Barclays Ordinary Shares offered in the placing, the remainder shall
form part of the investment by China Development Bank and Temasek.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Barclays Ordinary Shares. For the
avoidance of doubt, the Placing Shares will not be entitled to receive the
interim dividend for the period to 30 June 2007.

In this announcement, unless the context otherwise requires, 'Placee' means a
person (including individuals, funds or others) on whose behalf a commitment to
subscribe for Placing Shares has been given.

Application for listing and admission to trading

Application will be made to the Financial Services Authority (the 'FSA') for
admission of the Placing Shares to the Official List of the UK Listing Authority
(the 'Official List') and to London Stock Exchange plc for admission to trading
of the Placing Shares on its market for listed securities (together
'Admission').

It is expected that Admission will become effective on or around three Euronext
Trading Days (as defined below) after each Placing Date (a Placing Date being
any of the First Placing Date or any Further Placing Date, each as defined
below) and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

Each prospective Placee's allocation will be determined by Barclays in its sole
discretion and will be confirmed orally by one of the Bookrunners and Placing
Agents as agent of Barclays following the close of the bookbuilding exercise.
That oral confirmation will constitute an irrevocable legally binding commitment
upon that person (who will at that point become a Placee) to subscribe for the
number of Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with Barclays memorandum
and articles of association. A placing letter ('Placing Letter') from one of the
Bookrunners and Placing Agents containing a form of confirmation ('Form of
Confirmation') will be dispatched to each Placee as soon as possible thereafter,
which will confirm the terms on which the Placee has made its commitment. Each
Placee should return its Form of Confirmation to the appropriate Bookrunner and
Placing Agent by no later than 5.00 p.m. (London time) on 25 July 2007 or such
other time and date notified to it by the appropriate Bookrunner and Placing
Agent.

Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bookrunner and Placing Agent as agent of
Barclays, to pay in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to subscribe and
Barclays has agreed to allot and issue to that Placee.

Conditions of the Placing

The obligations of Placees to take up Placing Shares and the subscription for
Placing Shares by Placees are subject to the memorandum and articles of
association of Barclays and the terms and conditions set out in this Appendix
and in the Placing Letter. Placees will only be called on to subscribe for
Placing Shares if the obligations of China Development Bank and Temasek under
the Agreements become unconditional in all respects. However, for the avoidance
of doubt, compliance by China Development Bank and Temasek with their
obligations under the China Development Bank Agreement and the Temasek Agreement
respectively is not a condition to the Placing, and Placees may be called upon
to subscribe for Placing Shares in circumstances where China Development Bank
and/or Temasek do not fulfil their obligations to do so.

The conditions contained in the Agreements include:

(a) the takeover offer by Barclays for the whole of the issued ordinary share
capital of ABN AMRO (the 'Offer') being declared unconditional and the terms of
that offer not being amended without the prior written consent of China
Development Bank and Temasek, such consent not to have been unreasonably
withheld or delayed; and

(b) Admission of the Barclays Ordinary Shares to be subscribed by China
Development Bank and Temasek occurring not later than 8.00 a.m. on the third
Euronext Business Day (as defined below) after the date on which the Offer
becomes unconditional (the 'First Closing Date'), or, in the case of China
Development Bank, such other date(s) on which China Development Bank may be
required to subscribe for Barclays Ordinary Shares under the china Development
Bank Agreement.

Furthermore, under the Agreements, these conditions must be satisfied on or
prior to 1 March 2008, though each of China Development Bank and Temasek may
agree with Barclays to extend these dates.

Each placee's obligation to subscribe for Placing Shares will in any event lapse
on 1 March 2008.

The offer to participate in the Placing is made on the basis that, if accepted,
Placees will be unable to rescind or terminate their rights and obligations in
respect of it.

None of the Bookrunners and Placing Agents, Barclays or any other person shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision as to whether or not
to waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision as to the satisfaction of any condition or
in respect of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion, without
consultation with or notification to Placees, of the parties to the Agreements.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved
by the FSA in relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this announcement (including
the Appendix) and the revised offer announcement released by Barclays today, and
subject to the further terms set forth in the Placing Letter and Form of
Confirmation to be provided to individual prospective Placees. Each Placee, by
accepting a participation in the Placing, agrees that the content of this
announcement (including the Appendix) and the revised offer announcement
released by Barclays today is exclusively the responsibility of Barclays and
confirms that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of Barclays or the
Bookrunners and Placing Agents or any other person and none of the Bookrunners
and Placing Agents or Barclays nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of Barclays in
accepting a participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement, including Multiple Settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Barclays reserves
the right to require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if in Barclays reasonable
opinion delivery or settlement is not possible or practicable within the CREST
system.

Following the close of the bookbuilding for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a Placing Letter stating the number
of Placing Shares to be allocated to it at the Placing Price, the aggregate
amount owed by such Placee to Barclays (in the event it is called upon to
subscribe for the maximum amount) and settlement instructions. The number of
Placing Shares and the aggregate amount owed represent the maximum allocation.
Placees may be entitled, and required, to subscribe for fewer shares, as
described in the next paragraph.

The number of Placing Shares to be allocated and issued will depend in part on
the number of acceptances received by Barclays in relation to the Offer by the
date on which the Offer is declared unconditional (the 'First Placing Date'). If
fewer than 100 per cent. of the holders of ABN AMRO ordinary shares have
accepted the Offer by the First Placing Date, the number of Placing Shares to be
subscribed initially will be reduced and accordingly Placees will called upon to
subscribe fewer shares than their maximum allocation. Following the Offer being
declared unconditional, Barclays may, if it so elects, continue to allow
acceptances of the Offer for a period of approximately 15 Euronext Trading Days.
Barclays may call upon Placees at any time during that period to subscribe
further Placing Shares to the extent that Placing Shares are then available (but
in no event exceeding in aggregate the maximum number set out in a Placee's
Placing Letter). It is, however, likely that Barclays will only do so on between
one and three discrete occasions (each a 'Further Placing Date'). Placees will
be contacted by one of the Bookrunners and Placing Agents on or about each
Further Placing Date in the event they are to be required to subscribe further
Placing Shares.

Barclays will deliver the Placing Shares to a CREST account operated by JPMorgan
Cazenove as Barclays agent and JPMorgan Cazenove will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee of a matching
or acceptance instruction will then allow delivery of the relevant Placing
Shares to that Placee against payment.

It is expected that such settlement and delivery will take place on the day
which is three Euronext Trading Days after the First Placing Date and, if
applicable, on the day which is three Euronext Trading days after the Further
Placing Date. A 'Euronext Trading Day' is a day on which Euronext Amsterdam N.V.
is open for trading.

Each Placee agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with the relevant
Bookrunner and Placing Agent.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Bookrunner and Placing Agent.

Each Placee is deemed to agree that, if it does not comply with these
obligations, Barclays may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Barclays
account and benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax.

Representations and Warranties

By participating in the Placing each Placee (and any person acting on such
Placee's behalf):

1  represents and warrants that it has read this announcement,
including the Appendix, in its entirety;

2  acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares and represents and
warrants that it has not received a prospectus or other offering document in
connection therewith;

3  acknowledges that the Ordinary Shares are listed on the Official
List, and Barclays is therefore required to publish certain business and
financial information in accordance with the rules and practices of the FSA,
which includes a description of the nature of Barclays business and Barclays
most recent balance sheet and profit and loss account and that it is able to
obtain or access such information without undue difficulty;

4  acknowledges that none of the Bookrunners and Placing Agents or
Barclays nor any of their affiliates nor any person acting on behalf of any of
them has provided, and will not provide it, with any material regarding the
Placing Shares or Barclays other than this announcement, the revised offer
announcement released by Barclays today and the Placing Letter to be issued to
the Placee as referred to above; nor has it requested any of the Bookrunners and
Placing Agents, Barclays, any of their affiliates or any person acting on behalf
of any of them to provide it with any such information;

5  acknowledges that the content of this announcement is exclusively 
the responsibility of Barclays and that none of the Bookrunners and
Placing Agents nor any person acting on its behalf has or shall have any
liability for any information, representation or statement contained in this
announcement or any information previously published by or on behalf of Barclays
and will not be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in this
announcement prospectus or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this announcement and the revised offer announcement
released by Barclays today and any information previously published by Barclays
by notification to a Regulatory Information Service, such information being all
that it deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of the
Bookrunners and Placing Agents or Barclays and none of the Bookrunners and
Placing Agents or Barclays will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further acknowledges and
agrees that it has relied on its own investigation of the business, financial or
other position of Barclays in deciding to participate in the Placing;

6  acknowledges that none of the Bookrunners and Placing Agents or
any person acting on behalf of it nor any of its affiliates has or shall have
any liability for any publicly available or filed information or any
representation relating to Barclays, provided that nothing in this paragraph
excludes the liability of any person for fraudulent misrepresentation made by
that person;

7  acknowledges that the Placing Shares have not been and will not
be registered under the Securities Act or with any State or other jurisdiction
of the United States, nor approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or any
other United States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
United States Securities Act of 1933 (the 'Securities Act');

8  represents and warrants that it is not a person in the United
States, it is not acting on a non-discretionary basis for a person in the United
States, and it has been offered and will subscribe for its Placing Shares in an
offshore transaction within the meaning of Regulation S under the Securities
Act;

9  confirms that neither it nor any person acting on its behalf has
offered or sold or will offer or sell any of its Placing Shares except outside
the United States in accordance with Rule 903 or Rule 904 of Regulation S under
the Securities Act;

10 acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of the United States, Australia,
Canada or Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, within
those jurisdictions;

11 represents and warrants that neither it, nor the person specified by
it for registration as holder of Placing Shares is, or is acting as nominee or
agent for, and that the Placing Shares will not be allotted to, a person who is
or may be liable to stamp duty or stamp duty reserve tax under any of sections
67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance
services);

12 represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003
(the 'Regulations') and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;

13 represents and warrants that it has not offered or sold and, prior
to the expiry of a period of six months from Admission, will not offer or sell
any Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of section 85(1)
of the Financial Services and Markets Act 2000 ('FSMA');

14 represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares to persons in the European Economic Area prior
to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the European Economic Area within the meaning of the Prospectus
Directive (which means Directive 2003/71/EC and includes any relevant
implementing measure in any member state);

15 represents and warrants that it has only communicated or caused to
be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;

16 represents and warrants that it has complied and will comply with
all applicable provisions of FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom;

17 represents and warrants that it is a 'qualified investor within the
meaning of the Prospectus Directive (which means Directive 2003/71/EC and
includes any relevant implementing measure in any member state);

18 represents and warrants that it and any person acting on its behalf
is entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this participation
in the Placing and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this announcement) and will honour such obligations;

19 undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
announcement on the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as the Bookrunners
and Placing Agents may in their discretion determine and without liability to
such Placee;

20 acknowledges that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Barclays may call upon it to subscribe for
a lower number of Placing Shares on the First Placing Date and further Placing
Shares on each subsequent Further Placing Date (if any), but in no event in
aggregate more than the aforementioned maximum;

21 acknowledges that none of the Bookrunners and Placing Agents, nor
any of their respective affiliates, nor any person acting on behalf of any of
them, is making any recommendations to it, advising it regarding the suitability
of any transactions it may enter into in connection with the Placees and that
participation in the Placing is on the basis that it is not and will not be a
client of any Bookrunner and Placing Agent and that the Bookrunners and Placing
Agents have no duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination right;

22 undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case
may be. None of the Bookrunners and Placing Agents or Barclays will be
responsible for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it agrees to
indemnify Barclays and the Bookrunners and Placing Agents in respect of the same
on the basis that the Placing Shares will be allotted to the CREST stock account
of the Bookrunner and Placing Agent who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing settlement
instructions;

23 acknowledges that any agreements entered into by it pursuant to
these terms and conditions shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by Barclays or the Bookrunners and Placing Agents in any
jurisdiction in which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;

24 agrees that Barclays, the Bookrunners and Placing Agents and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and undertakings which
are given to the Bookrunners and Placing Agents on its own behalf and on behalf
of Barclays and are irrevocable;

25 agrees to indemnify and hold Barclays, the Bookrunners and Placing
Agents and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;

26 undertakes that neither it, its affiliates, nor any persons acting
on its or their behalf, have engaged or will engage in any directed selling
efforts with respect to any Placing Shares;

27 agrees not to deposit the Placing Shares into any unrestricted
depositary facility maintained by any depositary bank unless and until such time
as the Placing Shares or no longer 'restricted securities' within the meaning of
Rule 144(a)(3) under the Securities Act; and

28 acknowledges that its commitment to subscribe Placing Shares on the
terms set out herein and in the Placing Letter will continue notwithstanding any
amendment that may in future be made to the terms of the Offer and that Placees
will have no right to be consulted or require that their consent be obtained
with respect to either or both of (i) Barclays conduct of the Offer or (ii) the
exercise of the respective rights of China Development Bank and Temasek with
respect to Barclays conduct of the Offer.

The foregoing representations, warranties and confirmations are given for the
benefit of Barclays as well as the Bookrunners and Placing Agents.

The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to the
subscription by it and/or such person direct from Barclays for the Placing
Shares in question. Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for registration as
holder, of Placing Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be liable to
stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services). If there are
any such arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that
event the Placee agrees that it shall be responsible for such stamp duty or
stamp duty reserve tax, and neither Barclays nor the Bookrunners and Placing
Agents shall be responsible for such stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify the
Bookrunner and Placing Agent accordingly.

In addition, Placees should note that they will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the subscription by them
of any Placing Shares or the agreement by them to subscribe for any Placing
Shares.

When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunners and Placing Agents, any money held in an account with any of the
Bookrunners and Placing Agents on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within the meaning
of the rules and regulations of the FSA made under FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated from the
relevant Bookrunner and Placing Agent's money in accordance with the client
money rules and will be used by the relevant Bookrunner and Placing Agent in the
course of its own business; and the Placee will rank only as a general creditor
of the Bookrunner and Placing Agent.

All times and dates in this announcement may be subject to amendment. The
Bookrunner and Placing Agent shall notify the Placees and any person acting on
behalf of the Placees of any changes.





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