Barclays PLC — Proxy Solicitation & Information Statement 2022

Mar 22, 2022

Barclays PLC Proxy Form for the Annual General Meeting (AGM)

The AGM will be held on Wednesday 4 May 2022 at 11:00am at Manchester Central Convention Complex, Petersfield, Manchester M2 3GX and electronically on an online platform as more fully described in the Notice of Meeting.

The Board encourages shareholders to vote on all resolutions by completing their proxy form to appoint the Chair of the meeting to cast their votes as directed to ensure votes are counted if shareholders are unable to attend on the day of the AGM. Appointing a proxy will not prevent you from attending the AGM in person or electronically and voting on the day. Please monitor home.barclays/agm for any announcements about changes to the AGM arrangements.

Voting ID:	Task ID:	Shareholder Reference Number:
You can appoint your proxy online at home.barclays/agm or by registering at Shareview at shareview.co.uk	or	You can appoint your proxy 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 Chair of the meeting, or Barclays PLC (the Company) AGM to be held on Wednesday 4 May 2022 and at any adjournment of that meeting.		as my/our proxy to attend, speak and vote on my/our behalf at the

Resolutions

The full wording of the resolutions and biographical details of all Directors standing for appointment and reappointment at the 2022 AGM as recommended by the Board are set out in the Notice of 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 no indication is given, my/our proxy will vote or abstain from voting at his/her discretion. I/We authorise my/our proxy to vote (or abstain from voting) as he/she thinks fit in relation to any other matter which is properly put before the meeting.

Your Board unanimously recommends that you vote Withheld Against Against Vote in favour of Resolutions 1 to 26 (inclusive). For For	Withheld Vote
1. To receive the reports of the Directors and Auditors and the audited 16. To reappoint KPMG LLP as Auditors. accounts of the Company for the year ended 31 December 2021.
17. To authorise the Board Audit Committee to set the remuneration 2. To approve the Directors' Remuneration Report for the year ended of the Auditors. 31 December 2021.
18. To authorise the Company and its subsidiaries to make political 3. That C.S. Venkatakrishnan be appointed a Director of the Company. donations and incur political expenditure.
4. That Robert Berry be appointed a Director of the Company. 19. To authorise the Directors to allot shares and equity securities.
5. That Anna Cross be appointed a Director of the Company. 20. To authorise the Directors to allot equity securities for cash and/or sell treasury shares other than on a pro rata basis to shareholders
of no more than 5% of issued share capital. 6. That Mike Ashley be reappointed a Director of the Company.
21. To authorise the Directors to allot equity securities for cash and/or 7. That Tim Breedon be reappointed a Director of the Company. sell treasury shares other than on a pro rata basis to shareholders
of no more than 5% of issued share capital in connection with an 8. That Mohamed A. El-Erian be reappointed a Director of the Company. acquisition or specified capital investment.
9. That Dawn Fitzpatrick be reappointed a Director of the Company. 22. To authorise the Directors to allot equity securities in relation
to the issuance of contingent Equity Conversion Notes. 10. That Mary Francis be reappointed a Director of the Company.
23. To authorise the Directors to allot equity securities for cash other 11. That Crawford Gillies be reappointed a Director of the Company. than on a pro rata basis to shareholders in relation to the issuance
of contingent Equity Conversion Notes. 12. That Brian Gilvary be reappointed a Director of the Company.
24. To authorise the Company to purchase its own shares. 13. That Nigel Higgins be reappointed a Director of the Company.
25. To authorise the Directors to call general meetings 14. That Diane Schueneman be reappointed a Director of the Company. (other than an AGM) on not less than 14 clear days' notice.
15. That Julia Wilson be reappointed a Director of the Company. 26. To approve Barclays' Climate Strategy, Targets and Progress 2022.
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 proxy appointment must be received by our Registrar, Equiniti, no later than 11:00am on Friday 29 April 2022.
2674-0279

Barclays PLC Explanatory notes

The Board encourages shareholders to vote on all resolutions by completing their proxy form to appoint the Chair of the meeting to cast their votes as directed to ensure votes are counted if shareholders are unable to attend on the day of the AGM. Appointing a proxy will not prevent you from attending the AGM in person or electronically and voting on the day. Please monitor home.barclays/agm for any announcements about changes to the AGM arrangements.

The explanatory notes set out below should be read alongside the Notice of Meeting.

1. Who is entitled to vote

Shareholders who want to attend and vote at the AGM must be entered on the Company's register of members by no later than 6:30pm on Friday 29 April 2022, or if the AGM is adjourned, no later than 6:30pm on the date falling two days, excluding non-working days, before the time fixed for the adjourned meeting.

2. How to vote

As set out in the Notice of Meeting, the Company is holding the AGM as a combined physical and electronic meeting (a hybrid meeting) to enable shareholders to attend and vote at the AGM either in person or electronically on the online platform.

The Notice of Meeting sets out how you can vote at the AGM.

3. Proxy

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. You are encouraged to appoint the Chair of the meeting as your proxy even if you intend to attend the AGM in person or electronically, to ensure your vote is counted if you are unable to attend and vote on the day of the AGM.

You can appoint your proxy online to vote on your behalf on our website at home.barclays/agm. To log on you will need your Voting ID, Task ID and Shareholder Reference Number which are printed on the front of this Proxy Form. Alternatively, you can appoint a proxy by logging into or registering at Shareview. Details on how to register are set out on this Proxy Form. You can also appoint your proxy by completing and sending this Proxy Form by post in the enclosed pre-paid envelope. To be valid, proxy appointments must be received by no later than 11:00am on Friday 29 April 2022.

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. Attendance at the AGM

If you complete the Proxy Form to appoint a proxy or proxies, this will not prevent you from attending and voting at the AGM either in person or electronically.

6. Authority and timing

To be valid, you must register your proxy voting instructions online no later than 11:00am on Friday 29 April 2022, at home.barclays/agm. We encourage you to appoint your proxy online. Alternatively, you can 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 them no later than 11:00am on Friday 29 April 2022.

If you are posting your Proxy Form within the UK, we encourage you to post early and please allow at least three 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 the Chair of the meeting 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 the physical meeting as a representative of a shareholder that is a corporation, you will need to show our Registar, Equiniti, 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 Friday 29 April 2022. 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

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

Barclays PLC Attendance Card for the Annual General Meeting (AGM)

The AGM will be held on Wednesday 4 May 2022 at 11:00am at Manchester Central Convention Complex, Petersfield, Manchester M2 3GX and electronically on an online platform as more fully described in the Notice of Meeting.

If you would like to attend the AGM in person or electronically, please follow the instructions set out in the Notice of Meeting. You will need your Shareholder Reference Number (SRN) and PIN.

AGM online platform: web.lumiagm.com Meeting ID (for electronic meeting): 193-292-806 SRN: PIN:

The Notice of Meeting is available online at home.barclays/agm

AGM arrangements

Any changes to the AGM arrangements will be published on the Company's website and announced through the London Stock Exchange. Shareholders should continue to monitor home.barclays/agm for any announcements and updates.

Travel

The nearest Metrolink stop to the Manchester Central Convention Complex is St Peter's Square and the nearest rail stations are Manchester Piccadilly and Manchester Victoria. Central Library Peter St. Deansgate Metrolink

Information for shareholders attending the 2022 AGM

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

Doors open at 9:30am. Please allow at least 20 minutes for security checks and registration formalities.

You will be given full instructions on what to do with this card during the meeting.

The safety of our shareholders is always our main priority and security checks will be carried out on entry. This includes personal scanners, X-ray scanners for bags and searches by hand of bags. Please note that you will be asked to leave large bags in the cloakroom. No one attending the meeting may bring leaflets, banners, whistles or other items which may be used for disruptive pruposes. Any person who refuses to comply with the security measures may be denied entry into the venue. We do not permit behaviour that may interfere with anyone's security, safety, comfort, orthe good order of the meeting, and may remove anyone who does not comply.

Asking a question

Shareholders attending the AGM in person will be able to register their questions at the Question Registration Points in the Reception Area before the AGM starts or, once the AGM has started, at the Question Registration Point outside the Meeting Room. Shareholders attending electronically on the online platform will be able to raise questions at the AGM using the online platform at web.lumiagm.com or by telephone (details can be found on the online platform). Please refer to the instructions set out in the Notice of Meeting for details of how to attend or access the AGM, ask questions and vote either in person or electronically.

You can also submit questions in advance of the meeting by writing to the Company Secretary at Barclays PLC, 1 Churchill Place, London E14 5HP or emailing privateshareholderrelations@barclays.com. Questions should be on the specific business of the AGM. We will consider all questions received and, if appropriate, address them at the AGM or in written responses.

If you would like to ask a question about your personal shareholding or about customer issues, please see the contact details set out in the Notice of Meeting as these questions will not be answered at the AGM.

Shareholder communication preferences

Do you still need paper documents?

Shareholder Reference Number:

In line with our targets to reduce our environmental footprint, we are asking you to re-consider your communication preferences. If you would like to continue to receive paper documents, you need to let us know by detaching this form, filling it in and returning it to us in the enclosed pre-paid envelope.

Your options for receiving shareholder information

1. Email To receive an email to tell you when shareholder information is available on our website and when you can vote online, please join Shareview at www.shareview.co.uk - see overleaf for more information about how to join.

2. Website If you do not want to receive paper documents you do not need to take any further action. We will notify you by letter when the information is available to view on our website and when you can vote online.

2674-0290

1. Paper To continue to receive paper documents, please tell us which of the following documents you would like to receive and detach and return this form to our Registrar, Equiniti, in the enclosed pre-paid envelope. If both boxes are ticked, we will only send a Strategic Report.

Strategic Report: This document is about 110 pages long and

Full Annual Report: This document is about 430 pages long and

gives you very detailed financial and other information.

Please note that Barclays reserves the right to send you shareholder information by post should we feel it is appropriate. If you do not return this form within 28 days of receiving this letter, we will assume that you agree to receive the information from our website.

Barclays PLC Poll Card for the Annual General Meeting (AGM)

The AGM will be held on Wednesday 4 May 2022 at 11:00am at Manchester Central Convention Complex, Petersfield, Manchester M2 3GX and electronically on an online platform as more fully described in the Notice of Meeting.

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

Your Board unanimously recommends that you vote in favour of Resolutions 1 to 26 (inclusive).
1. To receive the reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2021.

Resolutions

2. To approve the Directors' Remuneration Report for the year ended
31 December 2021.

		3. That C.S. Venkatakrishnan be appointed a Director of the Company.
--	--	----------------------------------------------------------------------	--	--	--

4. That Robert Berry be appointed a Director of the Company.

• 1. That Anna Cross be appointed a Director of the Company.
• 1. That Mike Ashley be reappointed a Director of the Company.
• 1. That Tim Breedon be reappointed a Director of the Company.
• 1. That Mohamed A. El-Erian be reappointed a Director of the Company.
• 1. That Dawn Fitzpatrick be reappointed a Director of the Company.
• 1. That Mary Francis be reappointed a Director of the Company.
• 1. That Crawford Gillies be reappointed a Director of the Company. 12. That Brian Gilvary be reappointed a Director of the Company.
• 1. That Nigel Higgins be reappointed a Director of the Company.

• That Julia Wilson be reappointed a Director of the Company.

• 1. That Diane Schueneman be reappointed a Director of the Company.
• 1. To reappoint KPMG LLP as Auditors.
• 1. To authorise the Board Audit Committee to set the remuneration of the Auditors.
• 1. To authorise the Company and its subsidiaries to make political donations and incur political expenditure.
• 1. To authorise the Directors to allot shares and equity securities.
• 1. To authorise the Directors to allot equity securities for cash and/or sell treasury shares other than on a pro rata basis to shareholders of no more than 5% of issued share capital.
• 1. To authorise the Directors to allot equity securities for cash and/or sell treasury shares other than on a pro rata basis to shareholders of no more than 5% of issued share capital in connection with an acquisition or specified capital investment.
• 1. 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.
• 1. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.
• 1. To approve Barclays' Climate Strategy, Targets and Progress 2022.

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For Against Vote Withheld

Managing 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 three easy steps:

Step 1 Go to shareview.co.uk

For Against Vote Withheld

• 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, Equiniti, whose contact details can be found in the explanatory notes.