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Barclays PLC — Proxy Solicitation & Information Statement 2024
Apr 3, 2024
5250_agm-r_2024-04-03_1526e5d9-f8d8-498f-bd47-58629b416422.pdf
Proxy Solicitation & Information Statement
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| Th is i nc lud es the An nu al |
|---|
I would like to receive paper copies of shareholder information. other information. Report. This document is about 520 pages long and gives you very detailed financial and Shareholder Reference Number:
we feel it is appropriate. Please note that Barclays reserves the right to send you shareholder information by post should If you do not return this form by 7 May 2024, we will assume that you agree to receive the information from our website.
Do you still need paper documents?
Shareholder communication preferences
- Email:
Your options for receiving shareholder information:
let us know by detaching this form, filling it in and returning it to us in the enclosed pre-paid envelope.
communication preferences. If you would like to continue to receive paper documents, you need to
In line with our targets to reduce our environmental footprint, we are asking you to re-consider your
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
- Website:
information about how to join. 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
- Paper: you can vote online. To receive paper documents, please tick the box opposite and return the form to our Registrar, Equiniti, in the enclosed pre-paid envelope.
2674-0316
Barclays PLC Proxy Form for the Annual General Meeting (AGM)

The AGM will be held at 11:00 am (BST) on Thursday 9 May 2024 at the SEC (Scottish Event Campus) Armadillo, Exhibition Way, Glasgow, G3 8YW and electronically on an online platform as more fully described in the Notice of Meeting.
I/We hereby appoint the Chair 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 9 May 2024 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 2024 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.
| 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. |
|
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, even if they intend to attend the AGM in person or electronically. This is to ensure that your votes are counted if you are unable to attend in person or electronically 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 Tuesday 7 May 2024, 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.
| Important: fold along this line | ||||
|---|---|---|---|---|
| Your Board unanimously recommends that you vote in favour of Resolutions 1 to 27 (inclusive). |
Vote Withheld Against For |
Withheld Against Vote For |
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| 1. To receive the reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2023. |
17. To authorise the Board Audit Committee to set the remuneration of the Auditors. |
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| 2. To approve the Directors' Remuneration Report for the year ended 31 December 2023. |
18. To authorise the Company and its subsidiaries to make political donations and incur political expenditure. |
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| 3. That Sir John Kingman be appointed a Director of the Company. | 19. That the Company and its subsidiaries be authorised to determine the maximum ratio of variable to fixed remuneration for Material Risk Takers. |
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| 4. That Robert Berry be reappointed a Director of the Company. | 20. To authorise the Directors to allot shares and equity securities. | |||
| 5. That Tim Breedon be reappointed a Director of the Company. | 21* . To authorise the Directors to allot equity securities for cash and/or sell |
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| 6. That Anna Cross be reappointed a Director of the Company. | treasury shares other than on a pro rata basis to shareholders of no more than 5% of issued share capital. |
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| 7. That Mohamed A. El-Erian be reappointed a Director of the Company. | 22* . To authorise the Directors to allot equity securities for cash and/or sell |
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| 8. That Dawn Fitzpatrick be reappointed a Director of the Company. | 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 |
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| 9. That Mary Francis be reappointed a Director of the Company. | or specified capital investment. | |||
| 10. That Brian Gilvary be reappointed a Director of the Company. | 23. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes. |
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| 11. That Nigel Higgins be reappointed a Director of the Company. | 24* . To authorise the Directors to allot equity securities for cash other |
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| 12. That Marc Moses 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. |
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| 13. That Diane Schueneman be reappointed a Director of the Company. | 25* . To authorise the Company to purchase its own shares. |
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| 14. That C.S. Venkatakrishnan be reappointed a Director of the Company. | 26* . To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice. |
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| 15. That Julia Wilson be reappointed a Director of the Company. | 27* . That the new Articles of Association be adopted as the Articles of Association of |
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| 16. To reappoint KPMG LLP as Auditors. | the Company. | |||
| * Special Resolution | ||||
| 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 Tuesday 7 May 2024. | ||||
| 2674-0315 |
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 (shareview.co.uk). 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 Tuesday 7 May 2024.
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 Tuesday 7 May 2024, at either home.barclays/agm or shareview.co.uk.
We encourage you to appoint your proxy online. Alternatively, you can return this completed and signed 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 Tuesday 7 May 2024.
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 or if there are planned UK postal strikes.
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 Registrar, 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 Tuesday 7 May 2024. 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 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).
Barclays PLC Explanatory notes
Contact Equiniti by:

Telephone +44 (0)371 384 2055* (UK and international telephone number)

Postal address Equiniti Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
United Kingdom
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, even if they intend to attend the AGM in person or electronically. This is to ensure that your votes are counted if you are unable to attend in person or electronically 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.
* Lines open 8:30am to 5:30pm (UK time) Monday to Friday, excluding public holidays in England and Wales

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 SEC Armadillo is located within central Glasgow:
By rail: The SEC is a three-minute train ride from Glasgow Central. The SEC has its own dedicated railway station, Exhibition Centre, allowing easy access from the city centre and suburbs.
By road: The SEC is situated just off the M8 motorway and with plenty of parking. The car park is open 24 hours and has designated disabled blue badge parking bays and payment of the car park tariff is required before you exit.
Asking a question
Shareholders attending the AGM in person will be able to register their question at the Question Registration Points in the catering area before the start of the AGM, or at the Question Registration Point outside the meeting room once the AGM has started. 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. 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 [email protected].
Questions should be on the specifi c 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.
Shareholders may contact the Company at the above email, at any time before or after the meeting in relation to this Notice, the AGM or other matters relating to your shareholding.
Please do not use this channel for general solicitations, marketing or general communications. Any non-shareholder related enquiries will not receive a response.
Information for shareholders attending the 2024 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 lea� ets, banners, whistles or other items which may be used for disruptive purposes. 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, or the good order of the meeting, and may remove anyone from the meeting who does not comply.

Barclays PLC Attendance Card for the Annual General Meeting (AGM)
The AGM will be held at 11:00 am (BST) on Thursday 9 May 2024 at the SEC (Scottish Event Campus) Armadillo, Exhibition Way, Glasgow, G3 8YW 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/120-195-658
SRN: PIN:
The Notice of Meeting is available online at: home.barclays/agm
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Barclays PLC Poll Card for the Annual General Meeting (AGM)
The AGM will be held at 11:00 am (BST) on Thursday 9 May 2024 at the SEC (Scottish Event Campus) Armadillo, Exhibition Way, Glasgow, G3 8YW 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 |
Managing your shares online
By registering at Shareview you can appoint a proxy ahead of general meetings and manage your shareholding online. You will also receive notifi cations of dividend payments and Barclays results directly to your email on the day of publication.
To register at Shareview, please follow these two easy steps:
1 Go to shareview.co.uk
2 Register for electronic communications by following the instructions on screen
If you have any questions, please contact Equiniti whose contact details can be found in the explanatory notes.
* Special Resolution
Resolutions
| Your Board unanimously recommends that you vote in favour of Resolutions 1 to 27 (inclusive). |
For | Against | Withheld Vote |
|---|---|---|---|
| 1. To receive the reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2023. |
|||
| 2. To approve the Directors' Remuneration Report for the year ended 31 December 2023. |
|||
| 3. That Sir John Kingman be appointed a Director of the Company. | |||
| 4. That Robert Berry be reappointed a Director of the Company. | |||
| 5. That Tim Breedon be reappointed a Director of the Company. | |||
| 6. That Anna Cross be reappointed a Director of the Company. | |||
| 7. That Mohamed A. El-Erian be reappointed a Director of the Company. | |||
| 8. That Dawn Fitzpatrick be reappointed a Director of the Company. | |||
| 9. That Mary Francis be reappointed a Director of the Company. | |||
| 10. That Brian Gilvary be reappointed a Director of the Company. | |||
| 11. That Nigel Higgins be reappointed a Director of the Company. | |||
| 12. That Marc Moses be reappointed a Director of the Company. | |||
| 13. That Diane Schueneman be reappointed a Director of the Company. | |||
| 14. That C.S. Venkatakrishnan be reappointed a Director of the Company. | |||
| 15. That Julia Wilson be reappointed a Director of the Company. | |||
| 16. To reappoint KPMG LLP as Auditors. |
| For | Against | Withheld Vote |
||
|---|---|---|---|---|
| 17. To authorise the Board Audit Committee to set the remuneration of the Auditors. |
||||
| 18. To authorise the Company and its subsidiaries to make political donations and incur political expenditure. |
||||
| 19. That the Company and its subsidiaries be authorised to determine the maximum ratio of variable to fi xed remuneration for Material Risk Takers. |
||||
| 20. To authorise the Directors to allot shares and equity securities. | ||||
| * 21 |
. 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. |
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| * 22 |
. 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 specifi ed capital investment. |
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| 23. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes. |
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| * 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. |
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| * 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. |
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| * 27 |
. That the new Articles of Association be adopted as the Articles of Association of the Company. |