Barclays PLC — AGM Information 2011

Apr 27, 2011

IN ACCORDANCE WITH PARAGRAPH 9.6.2 OF THE LISTING RULES, SET OUT BELOW ARE THE RESOLUTIONS OTHER THAN THOSE CONCERNING ORDINARY BUSINESS PASSED BY BARCLAYS PLC AT ITS ANNUAL GENERAL MEETING HELD ON WEDNESDAY 27TH APRIL 2011.

General Meetings

1. That the Directors be authorised to call general meetings (other than an AGM) on not less than 14 clear days' notice, such authority to expire at the end of the AGM of the Company to be held in 2012 or the close of business on 30th June 2012, whichever is the earlier.

Barclays Long Term Incentive Plan

1. That the Barclays Long Term Incentive Plan (the 'LTIP') the principal terms of which are summarised on pages 8 to 10 to this Notice and the draft rules for which are produced to the meeting and signed by the Chairman for the purposes of identification, be hereby approved and adopted by the Company and the Directors be hereby authorised to do all such acts and things as they consider necessary or expedient for the purposes of implementing and giving effect to the LTIP.

Barclays Group Share Value Plan

1. That the Barclays Group Share Value Plan (the 'SVP'), the principal terms of which are summarised on pages 11 to 12 to this Notice, be hereby amended in accordance with the copy of the rules of the SVP marked to show the proposed amendments which is produced to the meeting and signed by the Chairman for the purposes of identification and the Directors be and are hereby authorised to do all such acts and things as they consider necessary or expedient for the purposes of implementing and giving effect to the amendments.

Certified for and on behalf of Barclays PLC

Charlotte Brehaut Assistant Secretary Barclays PLC

Appendix 1 Summary of the principal terms of the Barclays Long Term Incentive Plan (the 'LTIP')

Summary of the principal terms of the Barclays Long Term Incentive Plan (the 'LTIP')

The Board is recommending to shareholders a new long term incentive plan for Barclays employees in senior leadership roles including executive Directors of Barclays PLC ('Executive Directors') to be known as the Barclays Long Term Incentive Plan (the 'LTIP').

The LTIP is intended to replace the Barclays PLC Performance Share Plan as the main performance-linked share incentive plan for Executive Directors. Other senior employees of Barclays PLC and its subsidiaries (the 'Group') will also be eligible to participate at the discretion of the Board Remuneration Committee (the 'Committee'). The purpose of the LTIP will be to reward, incentivise and retain the Executive Directors and other employees who are selected to receive awards.

The LTIP is recommended to shareholders for the following reasons:

• to incentivise performance and execution of the Group's strategic goals including, in particular, the return on equity goals;
• to ensure the performance metrics reflect the emerging regulatory environment;
• to help retain talented individuals;
• to create alignment with shareholder interests; and
• to focus on sustained growth for shareholders.

Summary of the main provisions of the LTIP

The LTIP is not an H.M. Revenue & Customs approved plan. It may be operated in conjunction with an employee benefit trust of which the trustee is an independent professional trustee (the 'Trustee').

Eligibility

The Committee may select any employee of the Group, including any Executive Director, to participate in the LTIP.

Committee/Trustee consultation

LTIP awards ('Awards') may be granted either by the Committee (including a duly authorised sub-committee) or by the Trustee, in consultation with the Committee (in each case, the 'Grantor'). Where Awards are granted by the Trustee, the Trustee will consult with the Committee before making certain decisions in relation to the Awards during the life of those Awards, in particular, decisions relating to the initial value of Awards, timing of vesting, the application of malus and prudent financial control conditions described below and the treatment of Awards held by leavers and on a change of control.

Administration of the LTIP shall be carried out by the Grantor.

Timing of grants

Awards may normally only be granted:

• in the six week period following the date that the LTIP is approved by shareholders at the 2011 AGM; or
• in the six week period following the first dealing day immediately after the date of the preliminary announcement of the Company's results for any financial period, or following the removal of any restrictions imposed on the Company or the Trustee which have previously prevented an Award from being granted; or
• in the six week period following any date on which changes to legislation or regulations affecting share plans and / or long term incentive plans are announced or made; or
• at any other time that the Grantor may decide at its discretion, provided that it is not restricted from doing so by law or regulation.

No Awards may be granted after 10 years from the date of the AGM at which the LTIP is approved by shareholders.

Form of Awards

Awards may be granted over ordinary shares in Barclays PLC ('Shares') or over other capital instruments issued by the Group ('Capital Instruments').

Awards may be in several forms as determined at the date of grant in light of, for example, regulatory, accounting and tax consequences. These may include:

• conditional awards over Shares or Capital Instruments which give a participant a conditional right to acquire Shares or Capital Instruments in the future at no cost;
• provisional allocations of Shares or Capital Instruments which do not give a participant any right to acquire, or any interest in, Shares or Capital Instruments until such time as the Trustee decides;
• the acquisition of Shares or Capital Instruments that are forfeitable if certain conditions are not met;
• options over Shares or Capital Instruments with a nil exercise price;
• market value options over Shares or Capital Instruments; and
• such other form that has substantially the same economic effect as any of the forms of Award referred to above.

Awards are personal to the participant and may not be transferred except on death. Benefits under the LTIP are not pensionable.

Individual limits

The Grantor will determine the initial value of an Award granted in any financial year. The maximum value of an Award at the date of grant will be calculated on such basis of market value as the Grantor decides is fair and reasonable and, for Executive Directors, will not normally exceed 500% of base salary. The Grantor has discretion to recommend grants for Executive Directors in excess of this limit in exceptional circumstances such as for the purposes of recruitment or retention.

Overall limits

Where Awards are satisfied by Shares, the Shares may be Shares purchased on the stock market, treasury Shares or newly issued Shares. The LTIP contains the following limits on the issue of new Shares:

• the number of unissued Shares that may be issued or placed under award in any 10-year period under the LTIP and any other executive share plan adopted by the Company may not exceed 5 per cent of the Company's issued ordinary share capital from time to time; and
• the number of unissued Shares that may be issued or placed under award in any 10-year period under the LTIP and any other employee share plan adopted by the Company may not exceed 10 per cent of the Company's issued ordinary share capital from time to time.

Shares issued out of treasury will count towards these limits for so long as this is required by institutional shareholder guidelines.

Vesting of Awards

Vesting periods are determined at the Grantor's discretion. In normal circumstances, no part of an Award will vest before the third anniversary of grant. Awards will normally vest at the end of the vesting period if and to the extent that any applicable performance conditions have been satisfied, and subject to malus and prudent financial control provisions.

For initial Awards due to be made in 2011 ('2011 Awards'), it is intended that, subject to malus, prudent financial control provisions and to the satisfaction of performance conditions (and the discretion of the Grantor where applicable):

• 50% of 2011 Awards will vest and be releasable after a three year vesting period; and
• 50% of 2011 Awards will vest, after a three year vesting period, but will be released subject to an additional twelve month holding period (save that participants may first sell sufficient Shares to account for any tax liability or other withholding that may arise at the point of vesting).

It is intended that the Committee will recommend any performance conditions that should apply to Awards before each grant and at its discretion.

It is proposed that, for 2011 Awards, performance will be measured against a balanced scorecard of metrics, which will be measured over a three year period commencing at the beginning of the 2011 financial year. The Committee may set a different condition or conditions for subsequent Awards.

The scorecard approach is intended to assess performance in line with the execution of Company strategy and includes a suite of performance metrics under three categories: Finance, Risk and Sustainability. Each category has a relative weighting, and at the end of the vesting period, performance under each category will be separately assessed as set out in the table below. A percentage score will be determined for each category and the sum of these percentages will be applied to the maximum Award for each participant to determine the final vesting amount.

For 2011 Awards it is intended that the balanced scorecard shall be as follows:

Condition	Percentage of Award subject to condition	Metrics
Finance	60%	Primary metric: Return on Risk Weighted Assets ('RoRWA')
		Secondary metric: Profit Before Tax ('PBT')
Risk	30%	Loan Loss Rate
Sustainability	10%	Metrics to be determined by the Committee, including: employee opinion survey; relationship with regulators; and customer satisfaction

– Finance condition

RoRWA has been chosen for the 2011 Awards because it is a primary determinant of Return on Equity and it reflects the level of regulatory capital required to be held by the business. Performance against RoRWA is assessed formulaically against a target range to calculate the percentage of 2011 Awards that can vest. A straight line approach to vesting is proposed as set out below.

Average annual RoRWA % over the measurement period	Percentage of Award that can vest (Max of 60%)
1%	23%
1.5%	60%

Following the determination of the RoRWA vesting percentage, the Committee may take into account the performance of the secondary metric (PBT) over the measurement period and may (at its discretion) adjust the percentage of Award up or down by up to 5 vesting percentage points (subject to the 60% maximum Award that may vest).

– Risk condition

For 2011 Awards, performance against the average annual Loan Loss Rate over the measurement period shall be assessed formulaically against a target range to calculate the percentage of a 2011 Award that can vest of up to 30%. The minimum vesting percentage of 10% is achieved only if the Loan Loss Rate is equal to the threshold level which, for 2011 Awards, is proposed as 95bps. The vesting percentage increases linearly as the Loan Loss Rate reduces. The maximum vesting percentage of 30% is intended to be achieved if the Loan Loss Rate is equal to or below 81bps for 2011 Awards.

– Sustainability condition

Performance against the metrics is assessed by the Committee to decide on the percentage of an Award that can vest of between 0% and 10%.

Amendments to performance conditions

Any performance conditions once set by the Committee in relation to an Award, may not subsequently be altered unless circumstances occur which cause the Committee to determine that such conditions shall have ceased to be appropriate. In such circumstances the Committee may, in its absolute discretion, alter the performance conditions or replace them with new performance conditions which will, in the reasonable opinion of the Committee, be not materially less difficult to satisfy than the unaltered performance conditions would have been but for the event in question.

Malus provisions

The LTIP includes malus provisions in accordance with the FSA's Remuneration Code under which the Grantor may reduce the vesting of Awards (to nil if appropriate). For example, Awards may be reduced where the Committee in its discretion determines that there is evidence of serious employee misconduct or where a business unit has suffered a material failure of risk management.

Prudent financial control provision

The LTIP includes a prudent financial control condition under which the Grantor may limit, reduce or add further conditions to the vesting of Awards or suspend Awards if the financial health of the Group has, in the opinion of the Grantor, significantly deteriorated over the vesting period. Unless the Grantor in exceptional circumstances determines otherwise, Awards will ultimately be forfeited if the Grantor does not lift any such suspension within three years from the final release date of an Award or does not, following a suspension, determine to limit, reduce or add further conditions to Awards within three years from the final release date of that Award.

Benefit of dividends/coupon

An additional benefit, releasable at the same time as an Award, may be added to an Award at the Grantor's absolute discretion. If the Award is over Shares, any benefit would represent the value of dividends payable on those Shares that actually vest since the date of grant and would be provided typically as Shares or as a cash sum. If the Award is over Capital Instruments, any benefit would represent an amount equivalent to the interest payable on those Capital Instruments that actually vest since the date of grant and would be provided typically as a cash sum or additional Capital Instruments.

Cessation of employment

Special provisions apply if a participant's employment ceases before an Award vests.

If a participant dies, the Grantor may allow an Award to vest immediately, to the extent that applicable performance conditions have been met and subject to malus and prudent financial control provisions.

If a participant leaves for any of the following reasons, an Award may vest in line with the normal vesting date(s) of the Award and subject to malus and prudent financial control provisions, unless the Grantor determines that the Award should vest earlier:

• retirement with the agreement of the participant's employer;
• redundancy;
• disability, injury or ill health;
• the company or business for which the participant works being transferred out of the Group; and
• any other leaver reason at the Grantor's absolute discretion.

Awards which vest for eligible leavers shall be pro-rated for time, unless the Grantor decides otherwise at its absolute discretion. If a participant is not an eligible leaver any unvested portions of Awards shall lapse.

Corporate events

In the event of a change in control, reconstruction or winding up of the Company, the Grantor has discretion to determine the treatment of unvested Awards including allowing the early release of Awards or deciding that Awards shall continue in the same or a revised form. The LTIP also includes the facility for participants to exchange Awards for awards over Shares in an acquiring company. An internal reorganisation does not count as a change of control for these purposes.

Appendix 1 Summary of the principal terms of the Barclays Long Term Incentive Plan (the 'LTIP') continued

Cash alternative

The Grantor may, at its discretion, decide at the point of vesting (or exercise as the case may be) that an Award should be settled in cash equal to the market value of the Shares or Capital Instruments subject to the Award rather than in the Shares or Capital Instruments themselves.

Variation of the Company's share capital

On any variation or increase of the Company share capital, or in the event of a demerger, special dividend or other similar event which affects the market price of Shares to a material extent, the Grantor may make such adjustments as it considers appropriate to the number of Shares subject to an Award.

Amendments to the LTIP

The Committee may amend the LTIP at any time in any respect. The rules of the LTIP relating to eligibility, limits, the basis for determining a participant's entitlement and variations of the Company's share capital may not be amended to the advantage of existing or future participants without the prior approval of the Company's shareholders in a general meeting. However, the Committee may make any amendments necessary to secure or maintain favourable taxation, exchange control or regulatory treatment for the Company, any of its subsidiaries or any participant and make minor amendments to benefit or facilitate the administration of the LTIP without prior shareholder approval.

Appendix 2 Summary of the principal terms of the Barclays Group Share Value Plan (the 'SVP')

Summary of the principal terms of the Barclays Group Share Value Plan (the 'SVP')

The Barclays Group Share Value Plan (the 'SVP') was adopted on 12 March 2010. SVP is used mainly to award Shares in respect of annual incentives in accordance with the principles of the FSA's Remuneration Code. Awards may also be granted to new joiners to the Group and as part of the remuneration awarded to employees under business unit long term incentive plans operated by the Group.

Approval by shareholders was not sought for SVP when it was adopted on the basis that no new issue or treasury Shares could be used to satisfy SVP awards and Executive Directors could not participate. The Company would now like the flexibility to use new issue and treasury Shares under SVP and is also proposing that Executive Directors will participate in the plan.

In 2011, the Company is adding a schedule to SVP which allows cash-based awards to be granted on similar terms to SVP but with an additional vesting condition linked to the Group Core Tier 1 capital ratio. The schedule enables Barclays to grant awards ('Contingent Capital Awards') which incentivise executives to maintain the Group Core Tier 1 capital ratio above a predetermined threshold.

The Board is recommending to shareholders that they approve amendments to SVP to allow new issue and treasury shares to be used under SVP and to allow Executive Directors to participate in SVP.

Summary of the main provisions of SVP, together with proposed amendments

SVP is not an H.M. Revenue & Customs approved plan. It may operate in conjunction with an employee benefit trust of which the trustee is an independent professional trustee ('Trustee').

Eligibility

The Committee may select any employee of the Group to participate in SVP. It is proposed to amend SVP so that Executive Directors may also be selected as participants.

Committee/Trustee consultation

SVP awards ('Awards') may be granted either by the Committee (including a duly authorised sub-committee) or by the Trustee, in consultation with the Committee (in each case, the 'Grantor'). Where Awards are granted by the Trustee, the Trustee will consult with the Committee before making certain decisions in relation to the Awards during the life of those Awards, in particular, decisions relating to the initial value of Awards, timing of vesting, the application of malus and prudent financial control conditions described below and the treatment of Awards held by leavers and on a change of control.

Administration of SVP shall be carried out by the Grantor.

Timing of grants

Awards may normally only be granted:

• in the six week period following the date that SVP is approved by shareholders at the 2011 AGM; or
• in the six week period following the first dealing day immediately after the date of the preliminary announcement of the Company's results for any financial period, or following the removal of any restrictions imposed on the Company or the Trustee which have previously prevented an Award from being granted; or
• in the six week period following any date on which changes to the legislation or regulations affecting share plans and/or long term incentive plans are announced or made; or
• at any other time that the Grantor may decide at its discretion, provided that it is not restricted from doing so by law or regulation.

No Awards may be granted after 10 years from the date of the AGM at which SVP is approved by shareholders.

Form of Awards

Three different types of Award can be granted under SVP:

• Awards over Shares;
• Awards over Capital Instruments; and
• Contingent Capital Awards under the schedule to SVP.

Awards may be in several forms as determined at the date of grant in light of, for example, regulatory, accounting and tax consequences. These may include:

• conditional awards over Shares or Capital Instruments which give a participant a right to acquire Shares or Capital Instruments in the future at no cost;
• provisional allocations of Shares or Capital Instruments which do not give a participant any right to acquire, or any interest in, Shares or Capital Instruments until such time as the Trustee decides;
• the acquisition of Shares or Capital Instruments that are forfeitable if certain conditions are not met;
• options over Shares or Capital Instruments with a nil exercise price;
• market value options over Shares or Capital Instruments; and
• such other form that has substantially the same economic effect as any of the forms of Award referred to above.

Awards are personal to the participant and may not be transferred except on death. Benefits under SVP are not pensionable.

Individual limits

The Grantor will determine the initial value of an Award granted in any financial year. The maximum value of Shares and/or Capital Instruments under an Award at the date of grant will be calculated on such basis of market value as the Grantor decides is fair and reasonable. In the event that shareholders approve participation of Executive Directors in SVP, Awards to Executive Directors will be granted in line with the individual limits for Executive Directors' annual performance incentives as disclosed in the Directors' remuneration report from time to time. For 2011 the individual limit for an Executive Director's annual performance incentive is 250% of base salary.

Overall limits

It is proposed to amend SVP to allow Awards to be satisfied by newly issued or treasury Shares and this will be subject to the following limits:

• the number of unissued Shares that may be issued or placed under award in any 10 -year period under SVP and any other executive share plan adopted by the Company may not exceed 5 per cent of the Company's issued ordinary share capital from time to time; and
• the number of unissued Shares that may be issued or placed under award in any 10 -year period under SVP and any other employee share plan adopted by the Company may not exceed 10 per cent of the Company's issued ordinary share capital from time to time.

Shares issued out of treasury will count towards these limits for so long as this is required by institutional shareholder guidelines.

Vesting of Awards

Vesting periods are determined at the Grantor's discretion. In normal circumstances, Awards vest in three equal portions on each of the first, second and third anniversaries of grant, subject to malus and prudent financial control provisions. The Grantor may select a different vesting period for Awards, in particular, in the case of Awards granted to new joiners and as part of the remuneration awarded to employees under business unit long term incentive plans operated by the Group.

Malus provisions

SVP includes malus provisions in accordance with the FSA's Remuneration Code under which the Grantor may reduce the vesting of Awards (to nil if appropriate). For example, Awards may be reduced where the Committee in its discretion determines that there is evidence of serious employee misconduct or where a business unit has suffered a material failure of risk management.

Prudent financial control provision

SVP includes a prudent financial control condition under which the Grantor may limit, reduce or add further conditions to the vesting of Awards or suspend Awards if the financial health of the Group has, in the opinion of the Grantor, significantly deteriorated over the vesting period. Unless the Grantor in exceptional circumstances determines otherwise, Awards will ultimately be forfeited if the Grantor does not lift any such suspension within three years from the final release date of an Award or does not, following a suspension, determine to limit, reduce or add further conditions to Awards within three years from the final release date of that Award.

Appendix 2 Summary of the principal terms of the Barclays Group Share Value Plan (the 'SVP') continued

Benefit of dividends/coupon

An additional benefit, releasable at the same time as an Award, may be added to an Award at the Grantor's absolute discretion. If the Award is over Shares, any benefit would represent the value of dividends payable on those Shares that actually vest since the date of grant and would be provided typically as Shares or as a cash sum. If the Award is over Capital Instruments, any benefit would represent an amount equivalent to the interest payable on those Capital Instruments that actually vest since the date of grant and would be provided typically as a cash sum or additional Capital Instruments.

Detail on the benefit that may apply to a Contingent Capital Award is set out below.

Cessation of employment

Special provisions apply if a participant's employment ceases before an Award vests.

If a participant dies, the Grantor may allow an Award to vest immediately but subject to malus and prudent financial control provisions.

If a participant leaves for any of the following reasons, an Award may vest in line with the normal vesting date(s) of the Award and subject to malus and prudent financial control provisions, unless the Grantor determines that the Award should vest earlier:

• retirement with the agreement of the participant's employer;
• redundancy;
• disability, injury or ill health;
• the company or business for which he works being transferred out of the Group; and
• his employer terminating his employment other than in circumstances which, in the reasonable opinion of the Committee, amount to gross misconduct or dismissal for cause.

If a participant is not an eligible leaver, any unvested Awards shall lapse unless the Grantor in its absolute discretion determines otherwise.

Corporate events

In the event of a change in control, reconstruction or winding up of the Company, the Grantor has discretion to determine the treatment of unvested Awards including allowing the early release of Awards or deciding that Awards shall continue in the same or a revised form. SVP also includes the facility for participants to exchange Awards for awards over shares in an acquiring company. An internal reorganisation does not count as a change of control for these purposes.

Cash alternative

The Grantor may, at its discretion, decide at the point of vesting (or exercise as the case may be) that an Award should be settled in cash equal to the market value of the Shares or Capital Instruments subject to the Award rather than in the Shares or Capital Instruments themselves.

Variation of the Company's share capital

On any variation or increase of the Company share capital the Grantor may make such adjustments as it considers appropriate to the number of Shares or Capital Instruments subject to an Award.

Amendments to SVP

The Committee may amend SVP at any time in any respect. The rules of SVP relating to eligibility, limits, the basis for determining a participant's entitlement and variations of the Company share capital may not be amended to the advantage of existing or future participants without the prior approval of the Company's shareholders in a general meeting. However, the Grantor may make any amendments necessary to secure or maintain favourable taxation, exchange control or regulatory treatment for the Company, any of its subsidiaries or any participant and make minor amendments to benefit or facilitate the administration of SVP without prior shareholder approval.

Contingent Capital Plan schedule to SVP

In 2011 the Company is adding a schedule to SVP which allows cash-based awards to be granted on similar terms to SVP but with additional vesting conditions as determined by the Committee from time to time. The schedule enables Barclays to grant Contingent Capital Awards which incentivise executives to maintain the Group Core Tier 1 capital ratio above a predetermined threshold. For 2011 Contingent Capital Awards the threshold is 7%. It is proposed to amend SVP to allow Executive Directors to receive grants of Contingent Capital Awards.

A Contingent Capital Award is distinct from an Award over Capital Instruments granted under the main body of the SVP rules.

Grant

Contingent Capital Awards are granted by the Barclays PLC Cash Plans Committee (a sub-committee of the Committee).

Vesting

As for SVP, Contingent Capital Awards would normally vest, subject to the Committee discretion, in three equal portions on each of the first, second and third anniversaries of grant subject to malus and prudent financial control conditions.

Capital Condition

In addition, the vesting of Contingent Capital Awards would be subject to the condition that the Group Core Tier 1 capital ratio (calculated in accordance with the prevailing regulatory requirements) is equal to (or exceeds) a pre-determined threshold, set at the Committee's discretion at the date of grant. For initial 2011 Awards for all participants (including Executive Directors), it is proposed that the threshold shall be set at 7%.

When a Contingent Capital Award vests an additional discretionary benefit may be awarded equivalent to a coupon. For initial 2011 Awards, it is intended that this shall be set at 7% on an annualised non-compound basis.

If the Group Core Tier 1 capital ratio is below the pre-determined threshold (or would fall below that threshold as a result of the release and payment of any portion of a Contingent Capital Award) then no payment will be made at that time and the Contingent Capital Award will remain unvested. Any coupon equivalent attached to an Award shall lapse at the time of a suspension.

The Committee will review the Group Core Tier 1 capital ratio every six months thereafter using the published figure in the half and full year results of the Group. If the Group Core Tier 1 capital ratio (calculated in accordance with the prevailing regulatory requirements) has recovered above the pre-determined threshold (and would remain at or above that threshold following payment of a Contingent Capital Award) then (at the Committee's discretion) the unvested Contingent Capital Award or portion of the Contingent Capital Award may be released and paid to participants. In these circumstances, the Committee may consider a downward adjustment to any such release to take into account the impact to shareholders of any action taken by the Group to address the shortfall in the Group Core Tier 1 capital ratio. In addition, no coupon equivalent will be awarded in these circumstances.

If the Group Core Tier 1 capital ratio does not rise above the pre-determined threshold by the publication of the annual report following the fifth anniversary of the date on which the Contingent Capital Award was suspended, any suspended Contingent Capital Awards (or portion thereof) shall lapse.