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Barclays PLC Proxy Solicitation & Information Statement 2011
5250_agm-r_2011-03-15_e0ed1a55-a8d4-4707-99cf-7fc6feb70db1.pdf
Proxy Solicitation & Information Statement
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Barclays PLC
Proxy Form for the
Annual General Meeting
To be held at the
Royal Festival Hall, Southbank Centre,
Belvedere Road, London SE1 8XX
on Wednesday, 27th April 2011 at 11.00am
You can vote your Barclays shares by completing and sending this form back in the enclosed pre-paid envelope, or you can vote online at www.barclays.com/investorrelations/vote. Before completing this form, please read the explanatory notes on the back of the form.
I/We hereby appoint the Chairman of the meeting, or [redacted] as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting (AGM) of Barclays PLC (the Company) to be held on Wednesday, 27th April 2011 and at any adjournment of that meeting.
Resolutions
The full wording of the resolutions and brief biographical details of all Directors standing for re-election at the 2011 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.
| For | Against | Vote Withheld | |
|---|---|---|---|
| 1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31st December 2010. | ☐ | ☐ | ☐ |
| 2. To approve the Remuneration Report for the year ended 31st December 2010. | ☐ | ☐ | ☐ |
| 3. To re-elect Alison Carnwath as a Director of the Company. | ☐ | ☐ | ☐ |
| 4. To re-elect Dambisa Moyo as a Director of the Company. | ☐ | ☐ | ☐ |
| 5. To re-elect Marcus Agius as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect David Booth as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Sir Richard Broadbent as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Fulvio Conti as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Robert E Diamond Jr as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-elect Simon Fraser as a Director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-elect Reuben Jeffery III as a Director of the Company. | ☐ | ☐ | ☐ |
| 12. To re-elect Sir Andrew Likierman as a Director of the Company. | ☐ | ☐ | ☐ |
☐ Please indicate with an X if this Proxy Form is one of multiple instructions being given. Please refer to note 4 overleaf.
| For | Against | Vote Withheld | |
|---|---|---|---|
| 13. To re-elect Chris Lucas as a Director of the Company. | ☐ | ☐ | ☐ |
| 14. To re-elect Sir Michael Rake as a Director of the Company. | ☐ | ☐ | ☐ |
| 15. To re-elect Sir John Sunderland as a Director of the Company. | ☐ | ☐ | ☐ |
| 16. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company. | ☐ | ☐ | ☐ |
| 17. To authorise the Directors to set the remuneration of the Auditors. | ☐ | ☐ | ☐ |
| 18. To authorise the Company and its subsidiaries to make political donations and incur political expenditure. | ☐ | ☐ | ☐ |
| 19. To authorise the Directors to allot securities. | ☐ | ☐ | ☐ |
| 20. To authorise the Directors to allot equity securities for cash other than on a pro rata basis to shareholders or to sell treasury shares. | ☐ | ☐ | ☐ |
| 21. To authorise the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 22. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| 23. To approve and adopt the rules of the Barclays Group Long Term Incentive Plan (LTIP). | ☐ | ☐ | ☐ |
| 24. To approve and adopt the rules of the Barclays Group Share Value Plan (SVP). | ☐ | ☐ | ☐ |
Signature(s) [_____]
Date [_______]
Please complete and return this Proxy Form in the enclosed pre-paid envelope so that it is received by The Registrar to Barclays no later than 11.00am on Monday, 25th April 2011.
2674-079-S
Barclays PLC
Attendance Card
Information for shareholders
attending the 2011 AGM
The AGM will be held at the Royal
Festival Hall, Southbank Centre,
Belvedere Road, London SE1 8XX
on Wednesday, 27th April 2011
at 11.00am.
If you plan to attend the AGM, please bring this card with you.
This card will allow you entry to the meeting with a minimum of
formality. You will be given full instructions on what to do with
this card at the appropriate time during the meeting.
How to ask a question
If you intend to ask a question relating to the business of the meeting
You should register your question at the Question Registration Point in the Exhibition Area before the meeting starts. There is also provision to register your question within the meeting room once the meeting has started.
If you would like to ask a question about a personal 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. All questions raised will be reviewed personally by the Chairman following the meeting and a reply will be sent out to you within 14 days.
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 find the Royal Festival Hall
How we want to communicate with you
Shareholder Reference Number
We are making greater use of our website and email to communicate directly with shareholders.
We now send Barclays e-view members regular, up to date information about their shareholding and Barclays directly to their inbox. Please see overleaf for more information about how to join Barclays e-view.
We will not send paper shareholder documents to you unless you have positively told us that you would like to receive them.
Please note that Barclays reserves the right to send you shareholder information by post should we feel it is appropriate.
Your options
-
Website
If you do not want to receive hard copy documents you do not need to take any further action. We will notify you by letter when the information is available to view on our website. -
Email
If you would like to receive an email to tell you when shareholder information is available on the website, please join Barclays e-view at www.eviewsignup.co.uk. -
Paper
If you would like to continue to receive paper documentation, please tell us which of the following documents you would like to receive and return the form to The Registrar to Barclays in the enclosed pre-paid envelope.
Annual Review: This document is about 30 pages long and gives you a clear overview of our company and its financial position. ☐
Full Annual Report: This document is about 350 pages long and gives you very detailed financial and other information. It is aimed at the financial analyst community. ☐
For more details, see overleaf
2674-078-S
Barclays PLC Poll card for the Annual General Meeting
To be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Wednesday, 27th April 2011 at 11.00am
This card should only be completed during the meeting. Holders of ordinary shares as well as 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 vote withheld or partly against a resolution, you should write the number of votes cast For, Against or Vote Withheld in the appropriate box.
Signature(s)
Date
Resolutions
| For | Against | Vote Withheld | |
|---|---|---|---|
| 1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31st December 2010. | ☐ | ☐ | ☐ |
| 2. To approve the Remuneration Report for the year ended 31st December 2010. | ☐ | ☐ | ☐ |
| 3. To re-elect Alison Carnwath as a Director of the Company. | ☐ | ☐ | ☐ |
| 4. To re-elect Dambisa Moyo as a Director of the Company. | ☐ | ☐ | ☐ |
| 5. To re-elect Marcus Agius as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect David Booth as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Sir Richard Broadbent as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Fulvio Conti as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Robert E Diamond Jr as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-elect Simon Fraser as a Director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-elect Reuben Jeffery III as a Director of the Company. | ☐ | ☐ | ☐ |
| 12. To re-elect Sir Andrew Likierman as a Director of the Company. | ☐ | ☐ | ☐ |
| For | Against | Vote Withheld | |
| --- | --- | --- | --- |
| 13. To re-elect Chris Lucas as a Director of the Company. | ☐ | ☐ | ☐ |
| 14. To re-elect Sir Michael Rake as a Director of the Company. | ☐ | ☐ | ☐ |
| 15. To re-elect Sir John Sunderland as a Director of the Company. | ☐ | ☐ | ☐ |
| 16. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company. | ☐ | ☐ | ☐ |
| 17. To authorise the Directors to set the remuneration of the Auditors. | ☐ | ☐ | ☐ |
| 18. To authorise the Company and its subsidiaries to make political donations and incur political expenditure. | ☐ | ☐ | ☐ |
| 19. To authorise the Directors to allot securities. | ☐ | ☐ | ☐ |
| 20. To authorise the Directors to allot equity securities for cash other than on a pro rata basis to shareholders or to sell treasury shares. | ☐ | ☐ | ☐ |
| 21. To authorise the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 22. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| 23. To approve and adopt the rules of the Barclays Group Long Term Incentive Plan (LTIP). | ☐ | ☐ | ☐ |
| 24. To approve and adopt the rules of the Barclays Group Share Value Plan (SVP). | ☐ | ☐ | ☐ |
Why not log on to our new look Barclays e-view and see the benefits?
If you join our new look Barclays e-view, we will enter you into our free prize draw to win one of five £200 cash prizes! If you are an existing Barclays e-view member, we will enter you automatically.
An increasing number of shareholders choose to receive their Barclays communications electronically and are discovering the convenience of using the internet and email to find out about their shareholding and Barclays.
To join Barclays e-view, please follow these 3 easy steps:
Step 1
Go to www.eviewsignup.co.uk
Step 2
Register for electronic communications by following the instructions on screen.
Step 3
You will be sent an access number in the post the next working day.
If you have any questions, please contact The Registrar to Barclays.
Prize draw terms and conditions
The prize is a cheque for £200
- We, Barclays PLC, are promoting the prize draw.
- There will be five prize draws on Monday, 9th May 2011.
- The winners of the prizes will be the first five names drawn at random from all eligible entries.
- The draw will be supervised by an independent observer.
- The prize draw is open to our private shareholders who are aged 18 or over, live in the United Kingdom and either join e-view or have already joined e-view prior to 11.00am on Friday, 6th May 2011. Each shareholder will be entered into the prize draw once.
- You do not need to buy further shares to be entered into the prize draw.
- We will provide the name and county of each winner, and the name of the independent observer, to anyone who sends a stamped address envelope to: The Manager, Shareholder Relations, 1 Churchill Place, London E14 5HP, within 28 days of the date of the draw (Monday, 9th May 2011). The details will also be available on our website.
- We will contact the prize winners within five working days of the draw and ask them for the address to which we should send the prize. We will send out the prizes within 10 working days of receipt of the address.
- We will be responsible for all costs of sending out the prizes to the winners.
- We can publish the name and county of each winner after the date of the final draw. We may ask each winner to allow us to publish a photograph of them and they must not refuse without good reason.
- If you enter the prize draw we will assume that you accept these terms and conditions.
- Our decision is final and we will not respond to any questions or complaints about it.
- We are not responsible for any injuries, loss or damage of any kind arising from or in connection with the prize draw unless, by law, we must accept responsibility.
Barclays PLC Explanatory notes
1. Voting
If you want to attend and vote at the Barclays AGM, you must be entered on the Company's register of members by no later than 6.00pm on Monday, 25th April 2011. This time will still apply for the purpose of deciding if you are entitled to attend and vote if the meeting is adjourned for less than 48 hours. If the meeting is adjourned for a longer time and you still want to attend and vote, you must be on the Barclays register of members by 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 www.barclays.com/investorrelations/vote. To log on you will need your Voting ID, Task ID and Shareholder Reference Number which are printed on the front of this form. Your votes must be registered by no later than 11.00am on Monday, 25th April 2011.
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.
Write the 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.
4. Multiple proxies
If more than one proxy is appointed, each proxy must be appointed to exercise the rights attached to different shares. Unless you complete the 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. 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
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 The Registrar to Barclays, Aspect House, Spencer Road, Lancing, West Sussex BN99 6NA, United Kingdom, in the pre-paid envelope provided, so that it is received by no later than 11.00am on Monday, 25th April 2011.
7. Joint shareholders
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 shareholders
If you are attending as a representative of a shareholder that is a corporation, you will need to show our Registrars evidence that you have been properly appointed as a corporate representative to gain entry to the AGM.
10. Euroclear electronic proxy appointment service (CREST)
If you are a user of the CREST system (including a CREST Personal Member), you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To be valid, the CREST message must be received by the receiving agent (ID RA19) no later than 11.00am on Monday, 25th April 2011. For this purpose the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the receiving agent is able to retrieve the message. After this time, changes of instructions to proxies appointed through CREST should be communicated to the proxy by other means. If you are a CREST personal member or other CREST sponsored member, you should contact your CREST sponsor for help with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual (available via www.euroclear.com/CREST). The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertified Securities Regulations 2001.
Shareholder information
If you need help, contact The Registrar to Barclays
