Barclays PLC — Proxy Solicitation & Information Statement 2014

Mar 21, 2014

Barclays PLC

Voting ID:	Task ID:	Shareholder Reference Number:
envelope. Before completing this form, please read the explanatory notes on the rear.		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

Information for shareholders attending the 2014 AGM

Travelling to the AGM

Southwark Street Receive your dividend in shares through the Barclays PLC Scrip Dividend Programme (the Programme)

Union Street Eligible shareholders can, if they wish, increase their shareholding in Barclays through the Programme. Shareholders who join the Programme will receive new ordinary shares in Barclays instead of a cash dividend, without incurring dealing costs or stamp duty. Barclays retains cash, which would otherwise have been paid as a dividend, for reinvestment in the business.

Shareholders approved the introduction of the Programme at the Barclays PLC 2013 Annual General Meeting.

If you wish to join the Programme, please carefully read the Terms and Conditions available at Barclays.com/dividends. You will need to complete and return a Scrip Dividend Programme Mandate Form, also available at Barclays.com/dividends, to The Registrar to Barclays.

If you would like more information about the Programme or if you have any questions, please contact The Registrar to Barclays using the contact details overleaf.

How to ask a question at the AGM

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, 24 April 2014 at 11.00am				Barclays PLC Attendance Card		N
Voting ID: Task ID: 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 appoint the Chairman of the meeting, or at the AGM of Barclays PLC (the Company) to be held on Thursday, 24 April 2014 and at any adjournment of that meeting.		Shareholder Reference Number: as my/our proxy to attend, speak and vote on my/our behalf		M	E
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 Vote		Vote	I 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 Temple Strand	Victoria Embankment
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 Morzaria as a Director of the Company. 8. To appoint Frits van Paasschen 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 Reuben Jeffery III as a Director of the Company. 12. To reappoint Antony Jenkins as a Director of the Company. 13. To reappoint Dambisa Moyo 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) Please note that your votes must be received by The Registrar to Barclays no later than 11.00am on Tuesday, 22 April 2014.	For Against Withheld of the Company. of the Auditors. basis to shareholders. Conversion Notes. S 2674-134-S	16. To reappoint Sir John Sunderland as a Director E 17. To reappoint Sir David Walker as a Director of the Company. 18. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company. 19. To authorise the Directors to set the remuneration 20. To authorise the Company and its subsidiaries to make political donations and incur political expenditure. 21. To authorise the Directors to allot securities. P 22. To authorise the Directors to allot equity securities for cash or to sell treasury shares other than on a pro rata 23. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity 24. To authorise the Directors to allot equity securities for cash other than on a pro rata basis to shareholders in relation to the issuance of contingent Equity Conversion Notes. 25. To authorise the Company to purchase its own shares. 26. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice. Date	C For Against Withheld	Wat Embankment erlo o Br Charing idge Cross Royal Festival Hall Belvedere Road River Thames Charring Cross Road York Road Westminster Westminster Bridge Whitehall Westminster Bridge Road 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.	Blackfriars Bridge River Thames Upper Ground Stamford Street Waterloo East Southwark Wat erloo The Cut Road Waterloo Blackfriars Road Lambeth North	during and after the meeting. Southw ark Street Union Street the business. details overleaf.
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

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.

Resolutions

Barclays PLC Explanatory notes

Barclays PLC

Poll card for the Annual General Meeting (AGM)

1. Voting

2. Vote online

You can appoint a proxy to vote your shares online at 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, 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.

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, 22 April 2014, or if the meeting is adjourned, no later than 6.00pm two days before the time fixed for the adjourned meeting. 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.

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

6. Authority and timing

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 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. 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). 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.

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 Tuesday, 22 April 2014. 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

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

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

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).

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 cost 8p per minute plus network extras. Lines are open from 8.30am 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

Resolutions

Vote

For Against Withheld

1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31 December 2013.

Vote

• 1. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2013.
• 1. To approve the Directors' Remuneration Policy.
• 1. To approve a fixed to variable remuneration ratio of 1:2 for 'Remuneration Code Staff'.
• 1. To appoint Mike Ashley as a Director of the Company.
• 1. To appoint Wendy Lucas-Bull as a Director of the Company.
• 1. To appoint Tushar Morzaria as a Director of the Company.
• 1. To appoint Frits van Paasschen as a Director of the Company.
• 1. To appoint Steve Thieke as a Director of the Company.
• 1. To reappoint Tim Breedon as a Director of the Company.
• 1. To reappoint Reuben Jeffery III as a Director of the Company.
• 1. To reappoint Antony Jenkins as a Director of the Company.
• 1. To reappoint Dambisa Moyo as a Director of the Company.
• 1. To reappoint Sir Michael Rake as a Director of the Company.
• 1. To reappoint Diane de Saint Victor as a Director of the Company.
• SPECIMEN 17. To reappoint Sir David Walker as a Director of the Company. 18. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company. 19. To authorise the Directors to set the remuneration of the Auditors. 20. To authorise the Company and its subsidiaries to make political donations and incur political expenditure. 21. To authorise the Directors to allot securities. 22. To authorise the Directors to allot equity securities for cash or to sell treasury shares other than on a pro rata basis to shareholders. 23. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes.
• 1. To authorise the Directors to allot equity securities for cash other than on a pro rata basis to shareholders in relation to the issuance of contingent Equity Conversion Notes.
• 1. To authorise the Company to purchase its own shares.

For Against Withheld

1. To reappoint Sir John Sunderland as a Director

of the Company.

1. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.