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Barclays PLC Proxy Solicitation & Information Statement 2026

Mar 27, 2026

5250_agm-r_2026-03-27_8ba4df4b-9342-4bb2-be77-02326bdecf4b.pdf

Proxy Solicitation & Information Statement

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Barclays PLC Sharestore Members

BARCLAYS

Proof of Purchase

The AGM will be held at 11:00 am (BST) on Thursday 7 May 2026 at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE, as more fully described in the Notice of Meeting.

The Board encourages shareholders to vote on all resolutions by completing their Proxy Form to instruct our Registrar, Equiniti, to appoint the Chair of the meeting to cast their votes as directed, even if they intend to attend the AGM. This is to ensure that your votes are counted if you are unable to attend on the day of the AGM. Instructing Equiniti to appoint a proxy will not prevent you from attending the AGM in person and voting on the day. Please monitor home.barclays/agm for any announcements about changes to the AGM arrangements.

Shareholder Reference Number:

☐ Instruct Equiniti to appoint your proxy online by logging into or registering at Shareview at shareview.co.uk
or
☑ Instruct Equiniti to 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 instruct Equiniti Corporate Nominees Limited to 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 7 May 2026 and at any adjournment of that meeting.

Resolutions

The full wording of the resolutions and biographical details of all Directors standing for reappointment at the 2026 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.

Important: fold along this line

Your Board unanimously recommends that you vote in favour of Resolutions 1 to 24 (inclusive).
1. To receive the reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2025. ☐ ☐ ☐ 16. To authorise the Board Audit Committee to set the remuneration of the Auditors.
2. To approve the Remuneration report for the year ended 31 December 2025. ☐ ☐ ☐ 17. To authorise the Company and its subsidiaries to make political donations and incur political expenditure.
3. That Robert Berry be reappointed a Director of the Company. ☐ ☐ ☐ 18. To authorise the Directors to allot shares and equity securities.
4. That Anna Cross be reappointed a Director of the Company. ☐ ☐ ☐ 19*. 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.
5. That Dawn Fitzpatrick be reappointed 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 in connection with an acquisition or specified capital investment.
6. That Brian Gilvary be reappointed a Director of the Company. ☐ ☐ ☐ 21. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes.
7. That Nigel Higgins be reappointed a Director of the Company. ☐ ☐ ☐ 22*. 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. That Sir John Kingman be reappointed a Director of the Company. ☐ ☐ ☐ 23*. To authorise the Company to purchase its own shares.
9. That Diony Lebot be reappointed a Director of the Company. ☐ ☐ ☐ 24*. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice.
10. That Mary Mack be reappointed a Director of the Company. ☐ ☐ ☐
11. That Marc Moses be reappointed a Director of the Company. ☐ ☐ ☐
12. That Brian Shea be reappointed a Director of the Company. ☐ ☐ ☐
13. That C.S. Venkatakrishnan be reappointed a Director of the Company. ☐ ☐ ☐
14. That Julia Wilson be reappointed a Director of the Company. ☐ ☐ ☐
15. To reappoint KPMG LLP as Auditors. ☐ ☐ ☐

*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 5 May 2026.

2674-0335

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

Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208699. Registered office: Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom.


Barclays PLC Sharestore Members

BARCLAYS

Attendance Card for the Annual General Meeting (AGM)

The AGM will be held at 11:00 am (BST) on Thursday 7 May 2026 at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE, as more fully described in the Notice of Meeting.

img-0.jpeg

If you would like to attend the AGM, please follow the instructions set out in the Notice of Meeting.

The Notice of Meeting is available online at:

home.barclays/agm

Information for shareholders attending the 2026 AGM

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

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. Food and drink is not permitted to be brought into the QEII Centre (including water bottles). You are asked to limit your belongings to one small bag. Please note that you will be asked to leave all bags and other items in the cloakroom. No one attending the meeting may bring leaflets, banners, flags, whistles, alarms or other items which may be used for disruptive purposes. Any person who refuses to comply with the security measures will 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 will remove anyone from the meeting who does not comply.

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 QEII Centre is located in central London and is within easy reach of a number of tube and National Rail stations:

By tube: The nearest tube stations are Westminster, St James's Park and Victoria.

By rail: The nearest overground train stations are Waterloo, Charing Cross and Victoria.

By road: If using a satellite navigation system please follow the postcode SW1P 3EE.

A map showing the location of the venue can be found below or you can find more information at qeicentre.london/about/location/

img-1.jpeg

Asking a question

Shareholders attending the AGM will be able to register their question at the Question Registration Points in the reception area before the start of the AGM, or at the Question Registration Point outside the meeting room once the AGM has started. Please refer to the instructions set out in the Notice of Meeting for details of how to attend the AGM, ask questions and vote.

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 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.

Shareholders may contact the Company at the above email in relation to 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.

Pay parking available (charges apply)

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

Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208699. Registered office: Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom.


Barclays PLC Sharestore Members
Poll Card for the Annual General Meeting (AGM)
The AGM will be held at 11:00 am (BST) on Thursday 7 May 2026 at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE, as more fully described in the Notice of Meeting.

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

Your Board unanimously recommends that you vote in favour of Resolutions 1 to 24 (inclusive).

1. To receive the reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2025. ☐ ☐ ☐
2. To approve the Remuneration report for the year ended 31 December 2025. ☐ ☐ ☐
3. That Robert Berry be reappointed a Director of the Company. ☐ ☐ ☐
4. That Anna Cross be reappointed a Director of the Company. ☐ ☐ ☐
5. That Dawn Fitzpatrick be reappointed a Director of the Company. ☐ ☐ ☐
6. That Brian Gilvary be reappointed a Director of the Company. ☐ ☐ ☐
7. That Nigel Higgins be reappointed a Director of the Company. ☐ ☐ ☐
8. That Sir John Kingman be reappointed a Director of the Company. ☐ ☐ ☐
9. That Diony Lebot be reappointed a Director of the Company. ☐ ☐ ☐
10. That Mary Mack be reappointed a Director of the Company. ☐ ☐ ☐
11. That Marc Moses be reappointed a Director of the Company. ☐ ☐ ☐
12. That Brian Shea be reappointed a Director of the Company. ☐ ☐ ☐
13. That C.S. Venkatakrishnan be reappointed a Director of the Company. ☐ ☐ ☐
14. That Julia Wilson be reappointed a Director of the Company. ☐ ☐ ☐
15. To reappoint KPMG LLP as Auditors. ☐ ☐ ☐
16. To authorise the Board Audit Committee to set the remuneration of the Auditors. ☐ ☐ ☐
--- ---
17. To authorise the Company and its subsidiaries to make political donations and incur political expenditure. ☐ ☐ ☐
18. To authorise the Directors to allot shares and equity securities. ☐ ☐ ☐
19*. 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. ☐ ☐ ☐
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 in connection with an acquisition or specified capital investment. ☐ ☐ ☐
21. To authorise the Directors to allot equity securities in relation to the issuance of contingent Equity Conversion Notes. ☐ ☐ ☐
22*. 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. ☐ ☐ ☐
23*. To authorise the Company to purchase its own shares. ☐ ☐ ☐
24*. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice. ☐ ☐ ☐
  • Special Resolution

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 notifications 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.

img-2.jpeg

Barclays PLC. Registered in England. Registered No. 48839. Registered office: 1 Churchill Place, London E14 5HP.
Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208699. Registered office: Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom.


Barclays PLC Sharestore Members Explanatory notes

BARCLAYS

The Board encourages shareholders to vote on all resolutions by completing their Proxy Form to instruct our Registrar, Equiniti, to appoint the Chair of the meeting to cast their votes as directed, even if they intend to attend the AGM. This is to ensure that your votes are counted if you are unable to attend on the day of the AGM. Instructing Equiniti to appoint a proxy will not prevent you from attending the AGM in person 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 Barclays Sharestore register of members by no later than 6:30pm on Tuesday 5 May 2026, 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.

  1. How to vote

As set out in the Notice of Meeting, the Company is holding the AGM as an in person meeting. Please note that shareholders cannot attend the meeting online or vote online at the meeting.

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

  1. Proxy

You can instruct Equiniti to 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 instruct Equiniti to appoint the Chair of the meeting as your proxy even if you intend to attend the AGM, to ensure your vote is counted if you are unable to attend and vote on the day of the AGM.

You can instruct Equiniti to appoint your 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 instruct Equiniti to 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 5 May 2026.

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.

  1. Multiple proxies

You can instruct Equiniti to 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. Please refer to the Frequently Asked Questions set out in the Notice of Meeting for details on how to appoint more than one proxy.

  1. Attendance at the AGM

If you have been appointed as a proxy for a shareholder or a corporate representative entitled to vote, you should bring photographic proof of identity with you to the AGM to be presented upon request at registration. We reserve the right to refuse entry in the event we are not satisfied with proof of identity.

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

  1. Authority and timing

To be valid, you must register your proxy voting instructions online no later than 11:00am on Tuesday 5 May 2026, at 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 5 May 2026.

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.

  1. Joint shareholders

The signature of any one of the joint holders will be enough to instruct Equiniti to appoint the Chair of the meeting or one or more proxies to attend, speak and vote at the meeting.

  1. 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.

  1. 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 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.

Contact Equiniti by:

Web shareview.co.uk

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

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

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

Equiniti Financial Services Limited. Registered in England and Wales. Registered No. 6208699. Registered office: Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom.