Barclays PLC — Proxy Solicitation & Information Statement 2016

Mar 18, 2016

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, 28 April 2016 at 11:00am

BARCLAYS

Barclays PLC

Attendance Card

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 28 April 2016 at 11:00am

BACLAYS

Voting ID:

Task ID:

Shareholder Reference Number:

☐ You can vote your Barclays shares online at home.barclays/investorrelations/vote
or ☑ You can vote your Barclays shares by completing and sending this form back in the enclosed pre-paid envelope. Before completing this form, please read the explanatory notes on the reverse.

I/We hereby appoint the Chairman of the meeting, or _____ as my/our proxy to attend, speak and vote on my/our behalf at the Barclays PLC. (the Company) AGM to be held on Thursday, 28 April 2016 and at any adjournment of that meeting.

Resolutions

The full wording of the resolutions and biographical details of all Directors standing for appointment and reappointment at the 2016 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: Not along this line.

	For	Vote Against Method	For	Vote Against Method
1. To receive the Reports of the Directors and Auditors and the audited accounts for the year ended 31 December 2015.	☐	☐	15. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company.	☐
2. To approve the Directors' Remuneration Report (other than the part containing the abridged Directors' Remuneration Policy) for the year ended 31 December 2015.	☐	☐	16. To authorise the Board Audit Committee to set the remuneration of the Auditors.	☐
3. To appoint Diane Schueneman as a Director of the Company.	☐	☐	17. To authorise the Company and its subsidiaries to make political donations and incur political expenditure.	☐
4. To appoint Iris Staley as a Director of the Company.	☐	☐	18. To authorise the Directors to allot shares and equity securities.	☐
5. To appoint Sir Gerry Grimstone as a Director of the Company.	☐	☐	19. To authorise the Directors to allot equity securities for cash or to sell resource shares other than on a pro rata basis to shareholders.	☐
6. To reappoint Mike Ashley as a Director of the Company.	☐	☐	20. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes.	☐
7. To reappoint Tim Breeden as a Director of the Company.	☐	☐	21. 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.	☐
8. To reappoint l'oeufred Gilles as a Director of the Company.	☐	☐	22. To authorise the Company to purchase its own shares.	☐
9. To reappoint John McFarlane as a Director of the Company.	☐	☐	23. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.	☐
10. To reappoint Tushar Morzaria as a Director of the Company.	☐	☐	24. To authorise the Directors to continue to offer a Scrip Dividend Programme.	☐
11. To reappoint Michael Abban as a Director of the Company.	☐	☐		☐
12. To reappoint Dantissa Kitsas as a Director of the Company.	☐	☐		☐
13. To reappoint Diane de Saint Victor as a Director of the Company.	☐	☐		☐
14. To reappoint Steve Theike 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 our Registrar no later than 11:00am on Tuesday, 26 April 2016.

2674-191-5

The AGM

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. You can also register your question once the AGM has started at the Question Registration Point outside the meeting room. 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 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.

If you have a question about your personal shareholding
If you would like to ask a question about your personal shareholding you should go to the Shareholder Enquiry Point in the Exhibition Area. This is staffed by our Registrar and Barclays Stockbrokers and will be open both before and after the AGM.

Have you joined Shareview?

An increasing number of Barclays shareholders are joining Shareview. We send Shareview members regular, up to date information about their shareholding and Barclays. You can also update your personal details and bank details as well as vote your Barclays shares online.

To join Shareview, please follow these three easy steps:

Step 1 Go to shareview.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 our Registrar.

Investor

Barclays PLC

Attendance Card

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 28 April 2016 at 11:00am

Information for shareholders attending the 2016 AGM

If you plan to attend the AGM, please bring this card with you. Doors open at 10:00am. Please allow at least 20 minutes for registration. 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 at the AGM

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. You can also register your question once the AGM has started at the Question Registration Point outside the meeting room. 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 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.

If you have a question about your personal shareholding
If you would like to ask a question about your personal shareholding you should go to the Shareholder Enquiry Point in the Exhibition Area. This is staffed by our Registrar and Barclays Stockbrokers and will be open both before and after the AGM.

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

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, 28 April 2016 at 11:00am

BARCLAYS

Barclays PLC

Explanatory notes

BARCLAYS

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 Against or partly Vote Withheld on 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 2015.	For	Against	Withheld
2.	To approve the Directors' Remuneration Report (other than the part containing the abridged Directors' Remuneration Policy) for the year ended 31 December 2015.	☐	☐	☐
3.	To appoint Diane Schueneman as a Director of the Company.	☐	☐	☐
4.	To appoint Jos Staley as a Director of the Company.	☐	☐	☐
5.	To appoint Sir Garry Grimstone as a Director of the Company.	☐	☐	☐
6.	To reappoint Mike Ashley as a Director of the Company.	☐	☐	☐
7.	To reappoint Tim Beesden as a Director of the Company.	☐	☐	☐
8.	To reappoint Charles Collins as a Director of the Company.	☐	☐	☐
9.	To reappoint Reuben Jeffery III as a Director of the Company.	☐	☐	☐
10.	To reappoint John McFarlane as a Director of the Company.	☐	☐	☐
11.	To reappoint Tuuhari Muruaria as a Director of the Company.	☐	☐	☐
12.	To reappoint Dantilisa Moys as a Director of the Company.	☐	☐	☐
13.	To reappoint Diane de Saint Victor as a Director of the Company.	☐	☐	☐
14.	To reappoint Steve Thiele as a Director of the Company.	☐	☐	☐
15.	To reappoint PricewaterhouseCoopers LLP as Auditors of the Company.	For	Against	Withheld
---	---	---	---	---
16.	To authorize the Board Audit Committee to set the remuneration of the Auditors.	☐	☐	☐
17.	To authorize the Company and its subsidiaries to make political donations and incur political expenditure.	☐	☐	☐
18.	To authorize the Directors to allot shares and equity securities.	☐	☐	☐
19.	To authorize the Directors to allot equity securities for cash or to sell treasury shares other than on a pro rata basis to shareholders.	☐	☐	☐
20.	To authorize the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes.	☐	☐	☐
21.	To authorize 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.	☐	☐	☐
22.	To authorize the Company to purchase its own shares.	☐	☐	☐
23.	To authorize the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.	☐	☐	☐
24.	To authorize the Directors to continue to offer a Sony Dividend Programme.	☐	☐	☐

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, 26 April 2016, 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 home.barclays/investorolutions/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. Alternatively, you can join Shareview (details on your attendance card). Your votes must be registered by no later than 11:00am on Tuesday, 26 April 2016.

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 Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 881 United Kingdom, in the pre-paid envelope provided, so that it is received by no later than 11:00am on Tuesday, 26 April 2016.

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 8A19) no later than 11:00am on Tuesday, 26 April 2016. 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). 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 (as amended).

Contact our Registrar by:

Web
www.shareview.co.uk

Telephone
0371 384 2055* (in the UK)
+44 121 415 7004 (from overseas)

Postal address
Equiniti
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

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