Barclays PLC — Proxy Solicitation & Information Statement 2013

Mar 21, 2013

Barclays PLC

BARCLAYS

Barclays PLC Attendance Card

Barclays PLC

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, 25 April 2013 at 11.00am

You can vote your Barclays shares online at www.barclays.com/investorrelations/vote or by completing and sending this form back in the enclosed pre-paid envelope. 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, speak and vote on my/our behalf at the AGM of Barclays PLC (the Company) to be held on Thursday, 25 April 2013 and at any adjournment of that meeting.

Resolutions

The full wording of the resolutions and brief biographical details of all Directors standing for appointment and reappointment at the 2013 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.

1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31 December 2012.

For	Against	Vote Withheld
☐	☐	☐

1. To authorise the Directors to set the remuneration of the Auditors.

For	Against	Vote Withheld
☐	☐	☐

Important: fold along this line

1. To approve the Remuneration Report for the year ended 31 December 2012.
2. To appoint Sir David Walker as a Director of the Company.
3. To appoint Tim Breedon as a Director of the Company.
4. To appoint Antony Jenkins as a Director of the Company.
5. To appoint Diane de Saint Victor as a Director of the Company.
6. To reappoint David Booth as a Director of the Company.
7. To reappoint Fulvio Conti as a Director of the Company.
8. To reappoint Simon Fraser as a Director of the Company.
9. To reappoint Reuben Jeffery III as a Director of the Company.
10. To reappoint Chris Lucas as a Director of the Company.
11. To reappoint Dambisa Moyo as a Director of the Company.
12. To reappoint Sir Michael Rake as a Director of the Company.
13. To reappoint Sir John Sunderland as a Director of the Company.
14. To reappoint PricewaterhouseCoopers LLP as Auditors 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.

Signature(s) [handwritten signature]

Date [handwritten date]

Please note that your votes must be received by The Registrar to Barclays no later than 11.00am on Tuesday, 23 April 2013.

2674-110-S

Information for shareholders attending the 2013 AGM

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 25 April 2013 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.

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

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. There is also provision to register your question once the meeting has started. Any questions raised but not answered at the meeting will be reviewed personally by the Chairman following the meeting and a reply will be sent out 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.

How to find the Royal Festival Hall

Why not log on to Barclays e-view?

You do not have to receive paper shareholder information. Many Barclays shareholders go online to find out about their shareholding and Barclays performance. Barclays e-view allows you to manage your shares online and receive the latest updates by email.

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 activation code in the post the next working day.

If you have any questions, please contact The Registrar to Barclays.

Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP

Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP

---

Barclays PLC

Ballade

Ballade

Barclays PLC

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, 25 April 2013 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

Resolution	For	Against	Vote Withheld
1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31 December 2012.	☐	☐	☐
2. To approve the Remuneration Report for the year ended 31 December 2012.	☐	☐	☐
3. To appoint Sir David Walker as a Director of the Company.	☐	☐	☐
4. To appoint Tim Breedon as a Director of the Company.	☐	☐	☐
5. To appoint Antony Jenkins as a Director of the Company.	☐	☐	☐
6. To appoint Diane de Saint Victor as a Director of the Company.	☐	☐	☐
7. To reappoint David Booth as a Director of the Company.	☐	☐	☐
8. To reappoint Fulvio Conti as a Director of the Company.	☐	☐	☐
9. To reappoint Simon Fraser as a Director of the Company.	☐	☐	☐
10. To reappoint Chris Locus as a Director of the Company.	☐	☐	☐
11. To reappoint David Bostin a Director of the Company.	☐	☐	☐
12. To reappoint Darnibia Moyo as a Director of the Company.	☐	☐	☐
13. To reappoint Sir Michael Rake as a Director of the Company.	☐	☐	☐
14. To reappoint Sir John Sunderland as a Director of the Company.	☐	☐	☐
15. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company.	☐	☐	☐

1. To authorise the Directors to set the remuneration of the Auditors.
2. To authorise the Company and its subsidiaries to make political donations and incur political expenditure.
3. To authorise the Directors to allot securities.
4. To authorise the Directors to allot equity securities for cash or to sell treasury shares other than on a pro-vota basis to shareholders.
5. To authorise the Directors to allot equity securities in relation to the issuance of Contingent Equity Conversion Notes.
6. To authorise the Directors to allot equity securities for cash other than on a pro-vota basis to shareholders in relation to the issuance of Contingent Equity Conversion Notes.
7. To authorise the Company to purchase its own shares.
8. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.
9. To authorise the Directors to introduce a Scrip Dividend Programme.
10. To amend the Articles of Association of the Company to facilitate the introduction of a Scrip Dividend Programme.

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 Tuesday, 23 April 2013, 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 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 Tuesday, 23 April 2013.

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.

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

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 8JF United Kingdom, in the pre-paid envelope provided, so that it is received by no later than 11.00am on Tuesday, 23 April 2013.

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

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.

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 8.4.19) no later than 11.00am on Tuesday, 23 April 2013. 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 Uncertificated Securities Regulations 2001.

Shareholder information

If you need help, contact The Registrar to Barclays

Telephone

0871 384 2055* (in the UK)

+44 121 415 7004 (from overseas)

Email

questions@share-registers.co.uk

Postal address

The Registrar to Barclays

Aspect House, Spencer Road

Lancing, West Sussex BN99 6DA

United Kingdom

000 14001

08001 - Verified Environmental Management. Produced at an 08000 registered mill

The paper used throughout this document is produced from Dementia 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 EMA5 (the Eco-Management and Audit Scheme).

Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP

Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP