Barclays PLC — Proxy Solicitation & Information Statement 2014

Mar 21, 2014

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, 24 April 2014 at 11.00am

BARCLAYS

Barclays PLC Sharestore

Attendance Card

BARCLAYS

You can vote your Barclays shares online at 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 rear.

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, 24 April 2014 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 2014 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.

Important: Fold along this line

1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31 December 2013.	For	Against Withheld
2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2013.	☐	☐
3. To approve the Directors' Remuneration Policy	☐	☐
4. To approve a fixed to variable remuneration ratio of 1:2 for Remuneration Code Staff.	☐	☐
5. To appoint Mike Ashley as a Director of the Company.	☐	☐
6. To appoint Wendy Lucas-Bull as a Director of the Company.	☐	☐
7. To appoint Tushar Mortaria as a Director of the Company.	☐	☐
8. To appoint Frits van Paasschen as a Director of the Company.	☐	☐
9. To appoint Steve Theke as a Director of the Company.	☐	☐
10. To reappoint Tim Breedon as a Director of the Company.	☐	☐
11. To reappoint Reuben Jeffery III as a Director of the Company.	☐	☐
12. To reappoint Antony Jenkins as a Director of the Company.	☐	☐
13. To reappoint Dantina Irban as a Director of the Company.	☐	☐
14. To reappoint Sir Michael Rake as a Director of the Company.	☐	☐
15. To reappoint Diane de Saint Victor 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.

Signature(s) ____
Date ____

Please note that your votes must be received by The Registrar to Barclays no later than 11.00am on Tuesday, 22 April 2014.

2674-135-S

Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208099. 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

Information for shareholders attending the 2014 AGM

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 24 April 2014 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.

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

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Barclays PLC Sharestore >

Poll card for the Annual General Meeting (AGM)

BARCLAYS

Barclays PLC Sharestore >

Explanatory notes

BARCLAYS

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 24 April 2014 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

Resolutions

1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31 December 2013.
2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2013.
3. To approve the Directors' Remuneration Policy.
4. To approve a fixed to variable remuneration ratio of 1:2 for 'Remuneration Code Staff'.
5. To appoint Mike Ashley as a Director of the Company.
6. To appoint Wendy Lucas-Bull as a Director of the Company.
7. To appoint Tushar Mostaria as a Director of the Company.
8. To appoint Frim van Paasuchen as a Director of the Company.
9. To appoint Steve Thieke as a Director of the Company.
10. To reappoint Tim Breedon as a Director of the Company.
11. To reappoint Bruker Jeffery III as a Director of the Company.
12. To reappoint Antony Jenkins as a Director of the Company.
13. To reappoint Damlissa Mayo as a Director of the Company.
14. To reappoint Sir Michael Rake as a Director of the Company.
15. To reappoint Diane de Saint Victor as a Director of the Company.

For	Against	Withheld
1	☐	☐
2	☐	☐
3	☐	☐
4	☐	☐
5	☐	☐
6	☐	☐
7	☐	☐
8	☐	☐

1. To reappoint Sir John Sunderland as a Director of the Company.
2. To reappoint Sir David Walker as a Director of the Company.
3. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company.
4. To authorise the Directors to set the remuneration of the Auditors.
5. To authorise the Company and its submission to make political donations and incur political expenditure.
6. To authorise the Directors to alter the offers.
7. To authorise the Directors to alter equity securities for cash or to sell treasury shares other than on a pro rata basis to shareholders.
8. To authorise the Directors to alter equity securities in relation to the issuance of Contingent Equity Conversion Notes.
9. To authorise the Directors to alter equity securities for cash other than on a pro rata basis to shareholders in relation to the issuance of Contingent Equity Conversion Notes.
10. To authorise the Company to purchase its own shares.
11. To authorise the Directors to call general meetings (other than an AGM) should less than 14 clear days' notice.

For	Against	Withheld
1	☐	☐
2	☐	☐
3	☐	☐
4	☐	☐
5	☐	☐

1. To authorise the Directors to set the remuneration of the Auditors.
2. To authorise the Company and its submission to make political donations and incur political expenditure.
3. To authorise the Directors to alter securities.
4. To authorise the Company to purchase its own shares.
5. To authorise the Directors to call general meetings (other than an AGM) should less than 14 clear days' notice.

Barclays PLC Sharestore >

Explanatory notes

1. Voting

If you want to attend and vote at the Barclays AGM, you must be entered in the Barclays Sharestore register of members by no later than 6.00pm on Tuesday, 22 April 2014, or if the meeting is appointed, 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 Barclays.com/investorelaborate/vote. To log on you will need your voting (1). 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, 22 April 2014.

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 full 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, 22 April 2014.

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

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

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.

Shareholder information >

If you need help, contact The Registrar to Barclays

Email

questions@share-registers.co.uk

Telephone

0871 384 2055* (in the UK)

+44 121 415 7004 (from overseas)

*Calls cast by per minute plus network notes. Lines are open from 6.30am to 5.30pm. Monday to Friday, excluding public holidays.

Postal address

The Registrar to Barclays

Aspect House, Spencer Road

Lancing, West Sussex BN99 6DA

United Kingdom

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The paper used throughout this document is produced from Elemental Chlorine Free (ECF) pulps. The vessel for these is sourced from fully sustainable forests. Additionally, the manufacturing mill is certified to EED 9002 Quality Assurance standard, the ISO 14001 Environmental Management standard, and registered with EIN45 (the Eco-Management and Audit Scheme).

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