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Barclays PLC Proxy Solicitation & Information Statement 2011

Mar 15, 2011

5250_agm-r_2011-03-15_10851cca-d050-4820-bc89-aa2a359107d6.pdf

Proxy Solicitation & Information Statement

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Barclays PLC Sharestore 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

Voting ID: Task ID: Sharestore Reference Number:
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 instruct Equiniti Corporate Nominees Limited to appoint the Chairman of the meeting, or
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 Vote
Against Withheld
For Against Withheld Vote
1.
To receive the Reports of the Directors and Auditors
and the audited accounts for the year ended
31st December 2010.
13. To re-elect Chris Lucas as a Director of the Company.
Important: fold along this line
2.
To approve the Remuneration Report for the
year ended 31st December 2010.
of the Company. 14. To re-elect Sir Michael Rake as a Director
3.
To re-elect Alison Carnwath as a Director
of the Company.
of the Company. 15. To re-elect Sir John Sunderland as a Director
4.
To re-elect Dambisa Moyo as a Director
of the Company.
as Auditors of the Company. 16. To re-appoint PricewaterhouseCoopers LLP
5.
To re-elect Marcus Agius as a Director
of the Company.
of the Auditors. 17. To authorise the Directors to set the remuneration
6.
To re-elect David Booth as a Director
of the Company.
18. To authorise the Company and its subsidiaries to make
political donations and incur political expenditure.
7.
To re-elect Sir Richard Broadbent as a Director
19. To authorise the Directors to allot securities.
of the Company.
8.
To re-elect Fulvio Conti as a Director of the Company.
20. To authorise the Directors to allot equity securities
for cash other than on a pro rata basis to shareholders
9.
To re-elect Robert E Diamond Jr as a Director
of the Company.
or to sell treasury shares. 21. To authorise the Company to purchase its own shares.
10. To re-elect Simon Fraser as a Director of the Company. 22. To authorise the Directors to call general meetings
11. To re-elect Reuben Jeffery III as a Director
of the Company.
days' notice. (other than an AGM) on not less than 14 clear
12. To re-elect Sir Andrew Likierman as a Director
of the Company.
Long Term Incentive Plan (LTIP). 23. To approve and adopt the rules of the Barclays Group
Please indicate with an X if this Proxy Form is one of multiple instructions being given.
Please refer to note 4 overleaf.
Share Value Plan (SVP). 24. To approve and adopt the rules of the Barclays Group
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.

Barclays PLC Sharestore Attendance Card

Information for Sharestore members 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

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.

Barclays e-view is an easy and convenient way to:

  • Access your Barclays shareholding details and check your share sales, purchases or transfers;
  • Receive important shareholder information such as the Annual Review, Annual Report or Results Announcements (including dividend rate) directly to your email address;
  • View dividend information, including electronic tax vouchers;
  • Change your address and/or bank details online; and
  • Register your voting instructions for General Meetings.

For more details, see overleaf £200

Win £200

Barclays PLC Sharestore 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

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 vote withheld or partly against a resolution, you should write the number of votes cast For, Against or Vote Withheld in the appropriate box.

Date

Resolutions

For Vote
Against Withheld
For Vote
Against Withheld
1. To receive the Reports of the Directors and Auditors 13. To re-elect Chris Lucas as a Director of the Company.
and the audited accounts for the year ended
31st December 2010.
14. To re-elect Sir Michael Rake as a Director
of the Company.
2. To approve the Remuneration Report for the
year ended 31st December 2010.
15. To re-elect Sir John Sunderland as a Director
of the Company.
3. To re-elect Alison Carnwath as a Director
of the Company.
16. To re-appoint PricewaterhouseCoopers LLP
as Auditors of the Company.
4. To re-elect Dambisa Moyo as a Director
of the Company.
17. To authorise the Directors to set the remuneration
of the Auditors.
5. To re-elect Marcus Agius as a Director
of the Company.
18. To authorise the Company and its subsidiaries to make
political donations and incur political expenditure.
6. To re-elect David Booth as a Director
of the Company.
19. To authorise the Directors to allot securities.
7. To re-elect Sir Richard Broadbent as a Director
of the Company.
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.
8. To re-elect Fulvio Conti as a Director of the Company. 21. To authorise the Company to purchase its own shares.
9. To re-elect Robert E Diamond Jr as a Director
of the Company.
22. To authorise the Directors to call general meetings
(other than an AGM) on not less than 14 clear
10. To re-elect Simon Fraser as a Director of the Company. days' notice.
11. To re-elect Reuben Jeffery III as a Director
of the Company.
23. To approve and adopt the rules of the Barclays Group
Long Term Incentive Plan (LTIP).
12. To re-elect Sir Andrew Likierman as a Director
of the Company.
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 Prize draw terms and conditions 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.

The prize is a cheque for £200

    1. We, Barclays PLC, are promoting the prize draw.
    1. There will be five prize draws on Monday, 9th May 2011.
    1. The winners of the prizes will be the first five names drawn at random from all eligible entries.
    1. The draw will be supervised by an independent observer.
    1. 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.
    1. You do not need to buy further shares to be entered into the prize draw.
    1. 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.
    1. 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.
    1. We will be responsible for all costs of sending out the prizes to the winners.
    1. 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.
    1. If you enter the prize draw we will assume that you accept these terms and conditions.
    1. Our decision is final and we will not respond to any questions or complaints about it.
    1. 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 Sharestore Explanatory notes

1. Voting

If you want to attend and vote at the Barclays AGM, you must be entered on the Sharestore 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 Sharestore 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 Sharestore Reference Number which are printed on the front of this form. Your votes must be registered by no later than 11.00am on Monday, 25thApril 2011.

3. Proxy

You are entitled to attend, speak and vote at the AGM or you may instruct Equiniti Corporate Nominees Limited to 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 return this form to appoint someone (either the Chairman of the meeting or the person named) to attend and vote on your behalf and you have not revoked that instruction by 11.00am on Monday, 25th April 2011 you will not be able to change your instruction. This means that you could attend the meeting but not vote in person at the meeting itself.

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 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 atthe 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

If you are a representative of a corporation which is a Sharestore member, you will need to show our Registrars evidence that you have been properly appointed as the corporation's representative to gain entry to the AGM.

Shareholder information If you need help, contact The Registrar to Barclays

Telephone

0871 384 2055* (in the UK) +44 121 415 7004 (from overseas)

*Calls to this number are charged at 8p per minute if using a BT landline. Call charges may vary if using other telephone providers.

Email [email protected]

Postal address

The Registrar to Barclays Aspect House Spencer Road Lancing, West Sussex BN99 6DA United Kingdom

The paper used throughout this document is produced from Elemental Chlorine Free (ECF) pulps. The wood for these is sourced from fully sustainable forests. Additionally, the manufacturing mill is certified to ISO 9002 Quality Assurance standard, the ISO 14001 Environmental Management standard, and registered with EMAS (the Eco-Management and Audit Scheme).