Barclays PLC — Proxy Solicitation & Information Statement 2017

Mar 22, 2017

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 Wednesday, 10 May 2017 at 11:00am

BARCLAYS

Voting ID:

Task ID:

Shareholder Reference Number:

You can vote your Barclays shares online at home.barclays/investorrelations/vote or by joining Shareview at shareview.co.uk

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 Wednesday, 10 May 2017 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 2017 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

	For	Against	Vote Withheld		For	Against	Vote Withheld
1. To receive the Reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2016.	☐	☐	☐	15. To reappoint James Staley as a Director of the Company.	☐	☐	☐
2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2016.	☐	☐	☐	16. To appoint KPMG LLP as auditors of the Company.	☐	☐	☐
3. To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report for the year ended 31 December 2016.	☐	☐	☐	17. To authorise the Board Audit Committee to set the remuneration of the auditors.	☐	☐	☐
4. To appoint Mary Francis as a Director of the Company.	☐	☐	☐	18. To authorise the Company and its subsidiaries to make political donations and incur political expenditure.	☐	☐	☐
5. To appoint Sir Ian Cheshire as a Director of the Company.	☐	☐	☐	19. To authorise the Directors to allot shares and equity securities.	☐	☐	☐
6. To reappoint Mike Ashley as a Director of the Company.	☐	☐	☐	20. To authorise the Directors to allot equity securities for cash and/or to sell treasury shares other than on a pro rata basis to shareholders of no more than 5% of issued share capital.	☐	☐	☐
7. To reappoint Tim Breedon as a Director of the Company.	☐	☐	☐	21. To authorise the Directors to allot equity securities for cash and/or to sell treasury shares other than on a pro rata basis to shareholders of no more than an additional 5% of issued share capital in connection with an acquisition or specified capital investment.	☐	☐	☐
8. To reappoint Crawford Gillies as a Director of the Company.	☐	☐	☐	22. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes.	☐	☐	☐
9. To reappoint Sir Gerry Grimstone as a Director of the Company.	☐	☐	☐	23. 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.	☐	☐	☐
10. To reappoint Reuben Jeffery III as a Director of the Company.	☐	☐	☐	24. To authorise the Company to purchase its own shares.	☐	☐	☐
11. To reappoint John McFarlane as a Director of the Company.	☐	☐	☐	25. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.	☐	☐	☐
12. To reappoint Tushar Morzaria as a Director of the Company.	☐	☐	☐	26. To approve the amendment of the Barclays Long Term Incentive Plan.	☐	☐	☐
13. To reappoint Dambisa Moyo as a Director of the Company.	☐	☐	☐
14. To reappoint Diane Schueneman 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, Equiniti, no later than 11:00am on Monday, 8 May 2017.

2674-211-s

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

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Barclays PLC

Attendance Card

The AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Wednesday, 10 May 2017 at 11:00am

BARCLAYS

Information for shareholders attending the 2017 AGM

Please bring this card with you if you are attending the AGM in person.

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 during the meeting.

Clear space

Asking a question

Only questions which relate to the specific business of the meeting should be asked at the AGM.

How to ask a question relating to the business of the meeting

You can register your question at one of the Question Registration Points in the Exhibition Area before the meeting starts, or, once the AGM has started, at the Question Registration Point outside the meeting room. Questions should only be asked on the specific business of the meeting. Any questions raised but not answered at the meeting will be reviewed personally by the Chairman after the AGM and a reply will be sent to you within 14 days.

How to ask a question about your personal shareholding

There will be a Shareholder Enquiry Point in the Exhibition Area.

This is staffed by Equiniti and Barclays Stockbrokers and will be open both before and after the AGM.

How to ask a question about a personal customer matter

Please 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.

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.

Vote your shares online

By joining Shareview you can vote ahead of general meetings and manage your shareholding online. You will also receive notifications of dividend payments and Barclays results directly to your email on the day of publication.

To join Shareview, please follow these 3 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 Equiniti whose contact details can be found in the Explanatory notes.

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

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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 Wednesday, 10 May 2017 at 11:00am

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

	For	Against	Vote Withheld		For	Against	Vote Withheld
1. To receive the Reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2016.	☐	☐	☐	15. To reappoint James Staley as a Director of the Company.	☐	☐	☐
2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2016.	☐	☐	☐	16. To appoint KPMG LLP as auditors of the Company.	☐	☐	☐
3. To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report for the year ended 31 December 2016.	☐	☐	☐	17. To authorise the Board Audit Committee to set the remuneration of the auditors.	☐	☐	☐
4. To appoint Mary Francis as a Director of the Company.	☐	☐	☐	18. To authorise the Company and its subsidiaries to make political donations and incur political expenditure.	☐	☐	☐
5. To appoint Sir Ian Cheshire as a Director of the Company.	☐	☐	☐	19. To authorise the Directors to allot shares and equity securities.	☐	☐	☐
6. To reappoint Mike Ashley as a Director of the Company.	☐	☐	☐	20. To authorise the Directors to allot equity securities for cash and/or to sell treasury shares other than on a pro rata basis to shareholders of no more than 5% of issued share capital.	☐	☐	☐
7. To reappoint Tim Breedon as a Director of the Company.	☐	☐	☐	21. To authorise the Directors to allot equity securities for cash and/or to sell treasury shares other than on a pro rata basis to shareholders of no more than an additional 5% of issued share capital in connection with an acquisition or specified capital investment.	☐	☐	☐
8. To reappoint Crawford Gillies as a Director of the Company.	☐	☐	☐	22. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes.	☐	☐	☐
9. To reappoint Sir Gerry Grimstone as a Director of the Company.	☐	☐	☐	23. 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.	☐	☐	☐
10. To reappoint Reuben Jeffery III as a Director of the Company.	☐	☐	☐	24. To authorise the Company to purchase its own shares.	☐	☐	☐
11. To reappoint John McFarlane as a Director of the Company.	☐	☐	☐	25. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.	☐	☐	☐
12. To reappoint Tushar Morzaria as a Director of the Company.	☐	☐	☐	26. To approve the amendment of the Barclays Long Term Incentive Plan.	☐	☐	☐
13. To reappoint Dambisa Moyo as a Director of the Company.	☐	☐	☐		☐	☐	☐
14. To reappoint Diane Schueneman as a Director of the Company.	☐	☐	☐		☐	☐	☐

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

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Barclays PLC
Explanatory notes

BARCLAYS

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 6:30pm on Monday, 8 May 2017, or if the meeting is adjourned, no later than 6:30pm two days before the time fixed for the adjourned meeting.

2. Vote online

To register your voting instructions online, please visit home.barclays/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 card. Alternatively, you can register your voting instructions online by joining Shareview. Details on how to join can be found on your attendance card.

Your votes must be registered by no later than 11:00am on Monday, 8 May 2017.

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.

To appoint a proxy (other than the Chairman of the meeting), please write the full name of the person you have chosen in the box on the Proxy Form. If no name is inserted, the Chairman of the meeting will be authorised to vote on your behalf.

Alternatively, you can appoint a proxy online at home.barclays/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 card.

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 8JF United Kingdom, in the pre-paid envelope provided, so that it is received by no later than 11:00am on Monday, 8 May 2017.

If you are posting your Proxy Form within the UK please allow at least 3 working days for delivery. Please allow extra time if posting from outside the UK.

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 RA19) no later than 11:00am on Monday, 8 May 2017. 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 Equiniti 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.

*Lines open 8:30am to 5:30pm Monday to Friday, excluding public holidays in England and Wales