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Barclays PLC Proxy Solicitation & Information Statement 2013

Mar 21, 2013

5250_agm-r_2013-03-21_3c5e29d8-3265-44c8-bae0-1d4b6982c836.pdf

Proxy Solicitation & Information Statement

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Barclays PLC Sharestore

Attendance Card

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, 25 April 2013 at 11.00am

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 11.00am on Tuesday, 23 April 2013.

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

Voting ID: Task ID: Sharestore Reference Number:
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 instruct Equiniti Corporate Nominees Limited to appoint the Chairman of the meeting, or
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 Withheld Vote 16. To authorise the Directors to set the remuneration
of the Auditors.
For Against Withheld Vote
Important: fold along this line
2. To approve the Remuneration Report for the year ended
31 December 2012.
17. To authorise the Company and its subsidiaries to make
political donations and incur political expenditure.
3. To appoint Sir David Walker as a Director of the Company. 18. To authorise the Directors to allot securities.
4. To appoint Tim Breedon as a Director of the Company. 19. To authorise the Directors to allot equity securities
5. To appoint Antony Jenkins as a Director of the Company. for cash or to sell treasury shares other than on a pro-rata
basis to shareholders.
6. To appoint Diane de Saint Victor as a Director of the Company. 20. To authorise the Directors to allot equity securities
7. To reappoint David Booth as a Director of the Company. in relation to the issuance of Contingent Equity
Conversion Notes.
8. To reappoint Fulvio Conti as a Director of the Company. 21. To authorise the Directors to allot equity securities for cash
9. To reappoint Simon Fraser as a Director of the Company. other than on a pro-rata basis to shareholders in relation to
the issuance of Contingent Equity Conversion Notes.
10. To reappoint Reuben Jeffery III as a Director of the Company. 22. To authorise the Company to purchase its own shares.
11. To reappoint Chris Lucas as a Director of the Company. 23. To authorise the Directors to call general meetings
12. To reappoint Dambisa Moyo as a Director of the Company. (other than an AGM) on not less than 14 clear days' notice.
13. To reappoint Sir Michael Rake as a Director of the Company. 24. To authorise the Directors to introduce a Scrip Dividend
Programme.
14. To reappoint Sir John Sunderland as a Director
of the Company.
25. To amend the Articles of Association of the Company
15. To reappoint PricewaterhouseCoopers LLP
as Auditors of the Company.
to facilitate the introduction of 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

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.

How to find the Royal Festival Hall

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.
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:
This is staffed by Senior Customer Relations personnel who will be
available before, during and after the meeting.
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.
2674-111-S If you have any questions, please contact The Registrar to Barclays.

Barclays PLC Sharestore Explanatory notes

Barclays PLC Sharestore Poll card for the Annual General Meeting (AGM)

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, 23 April 2013, or if the meeting is adjourned, no later than 6.00pm two days before the time fixed forthe 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 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.

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

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. 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.

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 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

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.

Resolutions
1. To receive the Reports of the Directors and Auditors and the
audited accounts for the year ended 31 December 2012.
For Against Withheld Vote 16. To authorise the Directors to set the remuneration
of the Auditors.
For Against Withheld Vote
2. To approve the Remuneration Report for the year ended
31 December 2012.
17. To authorise the Company and its subsidiaries to make
political donations and incur political expenditure.
3. To appoint Sir David Walker as a Director of the Company. 18. To authorise the Directors to allot securities.
4. To appoint Tim Breedon as a Director of the Company. 19. To authorise the Directors to allot equity securities
5. To appoint Antony Jenkins as a Director of the Company. for cash or to sell treasury shares other than on a pro-rata
basis to shareholders.
6. To appoint Diane de Saint Victor as a Director of the Company. 20. To authorise the Directors to allot equity securities
7. To reappoint David Booth as a Director of the Company. in relation to the issuance of Contingent Equity
Conversion Notes.
8. To reappoint Fulvio Conti as a Director of the Company. 21. To authorise the Directors to allot equity securities for cash
9. To reappoint Simon Fraser as a Director of the Company. other than on a pro-rata basis to shareholders in relation to
the issuance of Contingent Equity Conversion Notes.
10. To reappoint Reuben Jeffery III as a Director of the Company. 22. To authorise the Company to purchase its own shares.
11. To reappoint Chris Lucas as a Director of the Company. 23. To authorise the Directors to call general meetings
12. To reappoint Dambisa Moyo as a Director of the Company. (other than an AGM) on not less than 14 clear days' notice.
13. To reappoint Sir Michael Rake as a Director of the Company. 24. To authorise the Directors to introduce a Scrip Dividend
Programme.
14. To reappoint Sir John Sunderland as a Director
of the Company.
25. To amend the Articles of Association of the Company
to facilitate the introduction of a Scrip Dividend Programme.
15. To reappoint PricewaterhouseCoopers LLP
as Auditors of the Company.

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.

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

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.

Signature(s)
Date

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

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

*Calls cost 8p per minute plus network extras. Lines are open from 8.30am to 5.30pm, Monday to Friday.

[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).

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