Barclays PLC — AGM Information 2021

May 5, 2021

Company Number: 48839 THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES ORDINARY AND SPECIAL RESOLUTIONS¹ OF BARCLAYS PLC ("the Company") PASSED: 5 May 2021

The following ordinary and special resolutions1were passed at the Annual General Meeting of the Members of the Company, duly convened and held on 5May 2021.

ORDINARY RESOLUTIONS

General Authority to allot shares and equity securities

18. That, in substitution for all existing authorities but without prejudice to any authority granted pursuant to resolution 21, if passed, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all the powers of the Company to:

• (a)allot shares (as defined in section 540 of the Act) in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £1,487,109,088, \$77,500,000, €40,000,000, and ¥4,000,000,000; and
• (b)allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £2,894,218,177 (such amount to be reduced by the aggregate nominal amount of ordinary shares allotted or rights to subscribe for, or to convert any securities into, ordinary shares in the Company granted under paragraph (a) of this resolution 18) in connection with an offer by way of a rights issue:
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities (as defined in section 560 of the Act) as required by the rights of those securities, or subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the

¹ Resolutions relating to special business only

laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter, such authority to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the AGM of the Company to be held in 2022 or the close of business on 30 June 2022, whichever is the earlier, but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired.

Additional general authority to allot equity securities in relation to the issuance of contingent ECNs

21. That, in addition to any authority granted pursuant to resolution 18, if passed, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all the powers of the Company to allot shares (as defined in section 540 of the Act) in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £825,000,000 in relation to any issue by the Company or any member of the Group of ECNs that automatically convert into or are exchanged for ordinary shares in the Company in prescribed circumstances where the Directors consider that such an issuance of ECNs would be desirable in connection with, or for the purposes of, complying with or maintaining compliance with regulatory capital requirements or targets applicable to the Group from time to time, such authority to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the AGM of the Company to be held in 2022 or the close of business on 30 June 2022, whichever is the earlier, but so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired.

Barclays Long Term Incentive Plan

25. That the renewal of the Barclays Long Term Incentive Plan (the "LTIP"), the principal terms of which are summarised in Appendix 2¹ and the draft rules of which are produced to the meeting and signed by the Chair of the meeting for the purposes of identification, be and is hereby approved by the Company 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 operating the LTIP (including amending the rules of the LTIP).

¹ of the Barclays PLC 2021 AGM Notice

Barclays Group Share Value Plan

26. That the renewal of the Barclays Group Share Value Plan (the "SVP"), the principal terms of which are summarised in Appendix 3¹ and the draft rules of which are produced to the meeting and signed by the Chair of the meeting for the purposes of identification, be and is hereby adopted by the Company 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 operating the SVP (including amending the rules of the SVP).

Authority to reintroduce a scrip dividend programme

27. That the Directors be authorised to exercise the power contained in Article 132 of the Company's Articles of Association so that, to the extent and on such terms and conditions determined by the Directors, the holders of ordinary shares be permitted to elect to receive new ordinary shares credited as fully paid instead of cash in respect of all or part of any future dividend (including any interim dividend, declared or paid by the Directors or declared by the Company in general meeting (as the case may be), during the period commencing on the date of this resolution and ending on the earlier of 30 April 2024 and the beginning of the third AGM of the Company following the date of this resolution to the extent that the Directors decide, at their discretion, to offer a scrip dividend alternative in respect of such dividend

SPECIAL RESOLUTIONS

Authority to allot equity securities for cash or to sell treasury shares other than on a pro rata basis to shareholders

19. That, in substitution for all existing authorities, but without prejudice to any authority granted pursuant to resolutions 20 and 22, if passed, and subject to the passing of resolution 18, the Directors be generally authorised pursuant to section 570 and section 573 of the Act to allot equity securities (as defined by section 560 of the Act) for cash, pursuant to the authority granted by resolution 18 and/or to sell ordinary shares held by the Company as treasury shares for cash by virtue of section 560(3) of the Act, in each case as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

(a) to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of resolution 18, such authority shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):

¹ of the Barclays PLC 2021 AGM Notice

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to holders of other equity securities (as defined in section 560 of the Act), as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and

(b)to the allotment of equity securities, pursuant to the authority granted by paragraph (a) of resolution 18 and/or sale of treasury shares by virtue of section 560(3) of the Act (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution) up to a nominal amount of £217,066,363 representing no more than 5% of the issued ordinary share capital (excluding treasury shares) as at 17 March 2021; compliance with that limit shall be calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares (as defined in section 560 of the Act) by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights,

such authority to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the AGM of the Company to be held in 2022 or the close of business on 30 June 2022, whichever is the earlier, but so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Additional authority to allot equity securities for cash or to sell treasury shares other than on a pro rata basis to shareholders

20. That, in addition to any authority granted pursuant to resolutions 19 and 22, if passed, and subject to the passing of resolution 18, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

(a)limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £217,066,363 representing no more than 5% of the issued ordinary share capital (excluding treasury shares) as at 17 March 2021; and

(b)used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the AGM of the Company to be held in 2022 or the close of business on 30 June 2022, whichever is the earlier, but so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Authority to allot equity securities for cash other than on a pro rata basis to shareholders in relation to the issuance of contingent ECNs

22. That, in addition to any authorities granted pursuant to resolutions 19 and 20, if passed, and subject to the passing of resolution 21, the Directors be generally authorised pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority granted by resolution 21, free of the restriction in section 561 of the Act, such authority to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the AGM of the Company to be held in 2022 or the close of business on 30 June 2022, whichever is the earlier, but so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted after the authority expires and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired.

Purchase of own shares

23. That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693 of the Act) of up to an aggregate of 1,736,530,906 ordinary shares of 25p each in its capital on such terms and in such manner as the Directors shall from time to time determine, and may hold such shares as treasury shares, provided that:

• (a the minimum price (exclusive of expenses) which may be paid for each ordinary share is not less than 25p;
• (b)the maximum price (exclusive of expenses) which may be paid for each ordinary share shall not be more than the higher of:
• (i) 105% of the average market values of the ordinary shares (as derived from the Daily Official List of the London Stock Exchange) for the five business days prior to the day on which the purchase is made; and
• (ii)the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out, including when the shares are traded on different trading venues; and
• (c) unless previously renewed, varied or revoked by the Company in general meeting, the authority conferred by this resolution shall expire at the end of the AGM of the Company to be held in 2022 or the close of business on 30 June 2022, whichever is the earlier (except in relation to any purchase of shares the contract for which was concluded before such date and which would or might be executed wholly or partly after such date).

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 2022 or the close of business on 30 June 2022, whichever is the earlier.

Amendments to Articles of Association

28. That the Articles of Association produced to the meeting and initialled by the Chair of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

Karen Rowe Assistant Secretary Barclays PLC

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