Barclays PLC — AGM Information 2016

Mar 18, 2016

Barclays PLC Sharestore Attendance Card

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 28 April 2016 at 11:00am

Travelling to the AGM

The nearest tube stations are Waterloo on the Bakerloo, Northern, Jubilee and Waterloo & City lines, Embankment on the District and Circle lines and Charing Cross on the Northern and Bakerloo lines. The nearest overground train stations are Waterloo and Charing Cross. Buses stop on Waterloo Bridge, York Road, Belvedere Road and Stamford Street.

How to ask a question at the AGM

If you intend to ask a question relating to the business of the meeting

You should register your question at one of the Question Registration Points in the Exhibition Area before the meeting starts. You can also register your question once the AGM has started at the Question Registration Point outside the meeting room. Questions should only be asked on the specific business of the meeting. Any questions raised but not answered at the meeting will be reviewed personally by the Chairman after the AGM and a reply will be sent to you within 14 days.

If you would like to ask a question about a personal customer matter You should go to the Customer Relations Point in the Exhibition Area. This is staffed by Senior Customer Relations personnel who will be available before, during and after the meeting.

If you have a question about your personal shareholding

If you would like to ask a question about your personal shareholding you should go to the Shareholder Enquiry Point in the Exhibition Area. This is staffed by Equiniti and Barclays Stockbrokers and will be open both before and after the AGM.

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Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208699. Registered office: Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP.

Information for shareholders attending the 2016 AGM

If you plan to attend the AGM, please bring this card with you. Doors open at 10:00am. Please allow at least 20 minutes for registration. You will be given full instructions on what to do with this card at the appropriate time during the meeting.

Barclays PLC Sharestore

Proxy Form for the Annual General Meeting (AGM)

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 28 April 2016 at 11:00am

I/We hereby instruct Equiniti Corporate Nominees Limited to appoint the Chairman of the meeting, or to attend, speak and vote on my/our behalf at the Barclays PLC (the Company) AGM to be held on Thursday, 28 April 2016 and at any adjournment of that meeting.

Please note that your votes must be received by Equiniti no later than 11:00am on Tuesday, 26 April 2016.

Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208699. Registered office: Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP.

Resolutions

The full wording of the resolutions and biographical details of all Directors standing for appointment and reappointment at the 2016 AGM are in the Notice of Annual General Meeting which has been sent to you with this form. Please write an X in the For, Against or Vote Withheld box for each resolution below. If you do not complete the boxes below, the person you appoint as proxy can decide whether, and how, he or she votes in relation to any matter which is properly put before the meeting.

Important: fold along this line
	Vote For Against Withheld		Vote For Against Withheld
1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31 December 2015.		15. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company.
2. To approve the Directors' Remuneration Report (other than the part containing the abridged Directors' Remuneration Policy) for the year ended 31 December 2015.		16. To authorise the Board Audit Committee to set the remuneration of the Auditors.
3. To appoint Diane Schueneman as a Director of the Company.		17. To authorise the Company and its subsidiaries to make political donations and incur political expenditure.
4. To appoint Jes Staley as a Director of the Company.		18. To authorise the Directors to allot shares and equity securities.
5. To appoint Sir Gerry Grimstone as a Director of the Company. 6. To reappoint Mike Ashley as a Director of the Company.		19. To authorise the Directors to allot equity securities for cash or to sell treasury shares other than on a pro rata basis to shareholders.
7. To reappoint Tim Breedon as a Director of the Company.		20. To authorise the Directors to allot equity securities
8. To reappoint Crawford Gillies as a Director of the Company.		in relation to the issuance of contingent Equity Conversion Notes.
9. To reappoint Reuben Jeffery III as a Director of the Company.		21. To authorise the Directors to allot equity securities for cash other than on a pro rata basis to shareholders in relation to
10. To reappoint John McFarlane as a Director of the Company.		the issuance of contingent Equity Conversion Notes.
11. To reappoint Tushar Morzaria as a Director of the Company.		22. To authorise the Company to purchase its own shares.
12. To reappoint Dambisa Moyo as a Director of the Company.		23. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.
13. To reappoint Diane de Saint Victor as a Director of the Company.
14. To reappoint Steve Thieke as a Director of the Company.		24. To authorise the Directors to continue to offer a Scrip Dividend Programme.
Please indicate with an X if this Proxy Form is one of multiple instructions being given. Please refer to note 4 overleaf.
Signature(s) Date

Have you joined Shareview?

An increasing number of Barclays shareholders are joining Shareview. We send Shareview members regular, up to date information about their shareholding and Barclays. You can also update your personal details and bank details as well as vote your Barclays shares online.

To join Shareview, please follow these 3 easy steps:

Step 1 Go to shareview.co.uk

Step 2 Register for electronic communications by following the instructions on screen

Step 3 You will be sent an activation code in the post the next working day

If you have any questions, please contact Equiniti. 2674-192-S

Barclays PLC Sharestore Explanatory notes

1. Voting

If you want to attend and vote at the Barclays AGM, you must be entered on the Barclays Sharestore register of members by no later than 6:00pm on Tuesday, 26 April 2016, or if the meeting is adjourned, no later than 6:00pm two days before the time fixed for the adjourned meeting.

2. Vote online

You can appoint a proxy to vote your shares online at home.barclays/investorrelations/vote. To log on you will need your Voting ID, Task ID and Sharestore Reference Number which are printed on the front of this form. Alternatively, you can join Shareview (details on your attendance card). Your votes must be registered by no later than 11:00am on Tuesday, 26 April 2016.

3. Proxy

You are entitled to attend, speak and vote at the AGM or you can appoint one or more people (called proxies) to attend, speak and vote on your behalf. A proxy need not be a Barclays shareholder but must attend the meeting in person.

Unless you complete the Proxy Form to show how you want them to vote, your proxy or proxies can vote, or not vote, as they see fit, on any matter which is put before the meeting.

4. Multiple proxies

You can appoint more than one proxy, but if more than one proxy is appointed, each proxy must be appointed to exercise the rights attached to different shares. To appoint more than one proxy, please photocopy the Proxy Form and indicate the number of shares that you are authorising them to act as your proxy for. Mark the box on the Proxy Form to show that you have appointed more than one proxy.

5. Revoking your proxy

If you complete the Proxy Form to appoint a proxy or proxies, this will not stop you from attending and voting at the meeting if you later find you are able to do so.

6. Authority and timing

Write the full name of the person you have chosen as your proxy in the box on the Proxy Form unless you wish to appoint the Chairman of the meeting. If no name is inserted, the Chairman of the meeting will be authorised to vote on your behalf. If you are attending as a representative of a shareholder that is a corporation, you will need to show Equiniti evidence that you have been properly appointed as a corporate representative to gain entry to the AGM.

To be valid, you must return this Proxy Form, together with a certified copy of the power of attorney or other authority (if any) under which it is executed, to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 8JF United Kingdom, in the pre-paid envelope provided, so that it is received by no later than 11:00am on Tuesday, 26 April 2016.

7. Joint Sharestore members

The signature of any one of the joint holders will be enough to appoint either the Chairman or one or more proxies to attend, speak and vote at the meeting.

8. Vote Withheld

The 'Vote Withheld' option is given to enable you to abstain on any particular resolution. The 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

9. Corporate Sharestore members

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an officer of the company, an attorney for the company or other persons authorised to sign.

Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208699. Registered office: Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP.

Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208699. Registered office: Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP.

Barclays PLC Sharestore

Poll card for the Annual General Meeting (AGM)

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 28 April 2016 at 11:00am

This card should only be completed during the meeting

Members of Barclays Sharestore, their proxies and authorised representatives of corporations are entitled to vote.

Please write an X in the For, Against or Vote Withheld box for each resolution below. If you wish to cast your votes partly For, partly Against or partly Vote Withheld on a resolution, you should write the number of votes cast For, Against or Vote Withheld in the appropriate box.

Signature(s)
Date

Contact Equiniti by:

0371 384 2055* (in the UK) +44 121 415 7004 (from overseas)

Equiniti Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA United Kingdom

*Lines open 8:30am to 5:30pm Monday to Friday, excluding public holidays.

Resolutions
1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31 December 2015.	Vote For Against Withheld	15. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company.	Vote For Against Withheld
2. To approve the Directors' Remuneration Report (other than the part containing the abridged Directors' Remuneration Policy) for the year ended 31 December 2015.		16. To authorise the Board Audit Committee to set the remuneration of the Auditors.
3. To appoint Diane Schueneman as a Director of the Company.		17. To authorise the Company and its subsidiaries to make political donations and incur political expenditure.
4. To appoint Jes Staley as a Director of the Company.		18. To authorise the Directors to allot shares and equity securities.
5. To appoint Sir Gerry Grimstone as a Director of the Company.		19. To authorise the Directors to allot equity securities for cash or to sell treasury shares other than on a pro rata
6. To reappoint Mike Ashley as a Director of the Company.		basis to shareholders.
7. To reappoint Tim Breedon as a Director of the Company.		20. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity
8. To reappoint Crawford Gillies as a Director of the Company.		Conversion Notes.
9. To reappoint Reuben Jeffery III as a Director of the Company.		21. To authorise the Directors to allot equity securities for cash other than on a pro rata basis to shareholders in relation to
10. To reappoint John McFarlane as a Director of the Company.		the issuance of contingent Equity Conversion Notes.
11. To reappoint Tushar Morzaria as a Director of the Company.		22. To authorise the Company to purchase its own shares.
12. To reappoint Dambisa Moyo as a Director of the Company.		23. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.
13. To reappoint Diane de Saint Victor as a Director of the Company.
14. To reappoint Steve Thieke as a Director of the Company.		24. To authorise the Directors to continue to offer a Scrip Dividend Programme.