Barclays : Notice of Meeting (PDF 1.4MB).

Barclays PLC Notice of Annual General Meeting 2021

Letter from

the Group Chairman

This document is important and requires your immediate attention

When considering what action you should take, you are recommended to seek your own personal advice immediately from your stockbroker, bank manager, solicitor, accountant or other duly authorised professional advisor.

If you have sold or transferred all your shares in Barclays PLC (the "Company") please send this document and the accompanying documents to the person you sold or transferred your shares to, or the bank, stockbroker or other agent who arranged the sale or transfer for you, for transmission to the purchaser or transferee.

Dear Fellow Shareholder,

I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding on Wednesday, 5 May 2021 at 11:00am at 1 Churchill Place, London E14 5HP and on an electronic platform as described below to enable shareholders to attend.

The AGM is an important event in the Company's corporate calendar providing an opportunity for us to engage with shareholders. We recognise that many of you were disappointed that COVID-19 restrictions and guidance at the time of our AGM last year meant that the opportunity for engagement was more restricted than is usually the case. I, and my fellow Directors, shared that frustration but it was important to put your health and safety first and to respect Government guidelines at the time.

At present, the UK Government's restrictions and guidance on non-essential travel and public gatherings remain in place. The UK Government has been clear that these restrictions and guidance will still be in place on 5 May 2021, meaning shareholders will not be able to attend the AGM physically.

We recognise that many shareholders value the opportunity to engage directly with the Board at the AGM. In order to maximise this engagement whilst respecting the restrictions and guidance on public gatherings, we are for the first time holding the AGM as a combined physical and electronic meeting (a so-called "hybrid" meeting) to enable shareholders to attend the AGM remotely and to vote and to raise questions in real time. Shareholders will be able to attend and vote at the AGM using electronic facilities and also raise questions using either the telephone or electronic facilities, by following the instructions set out on pages 28 to 31 of this document. The physical meeting will be attended by a limited number of Directors and employees required to conduct the business of the meeting.

Unfortunately, we will not be able to accommodate other shareholders at the physical meeting given the current UK Government restrictions and guidance. In addition to asking questions at the

AGM itself, you can submit questions in advance of the meeting in writing to the Company Secretary at Barclays PLC, 1 Churchill Place, London E14 5HP or by email to [e-mail]. We will consider all questions received and, if appropriate, address them at the AGM or in written responses. Responses to frequently asked questions will also be placed on the Company's website.

Although shareholders will not be able to attend the AGM physically, you will still be able to ensure that your votes are counted by attending the meeting electronically and voting by way of the electronic facilities provided, or by submitting your proxy in advance of the meeting, utilising one of the methods detailed in this document. You are strongly encouraged to complete and submit a Proxy Form appointing the Chair of the meeting as your proxy as this will ensure your votes are cast in accordance with your wishes even if you plan to attend the AGM electronically. Please be aware that if you appoint anyone other than the Chair of the meeting as your proxy, they will not be able to physically attend the meeting. Appointing a proxy will not prevent you from attending the AGM electronically and voting on the day. See pages 22 and 25 to 26 for further information on how to appoint a proxy. The following pages contain the Notice of AGM, setting out the business that will be proposed and the procedures for voting on the relevant resolutions.

Our Articles of Association do not include detailed provisions relating to convening and conducting hybrid meetings and therefore, we are proposing to amend our Articles of Association to include such provisions so we allow for the maximum flexibility in how we might convene and conduct general meetings in future years. The proposed changes would not, however, permit the Company to hold general meetings solely by electronic means, so physical

meetings will still be required and the Directors intend to continue the practice of attending general meetings in person absent exceptional circumstances. We are also taking the opportunity to make some other more minor changes to update the Articles of Association to reflect changes in law and best practice. Further details of these proposed changes are set out in the Notice of AGM and in Appendix 1.

As set out in the Notice of AGM, this year we are recommending the appointment of Julia Wilson as a Non-Executive Director of the Company.

Julia brings significant and relevant experience to the Board. She is due to join the Board on 1 April 2021 and her biography is set out on page 4 below.

Each of the Directors who are seeking reappointment was subject to an individual effectiveness review, further details of which can be found in the 2020 Annual Report which is available at home.barclays/annualreport. The Board considers that each of the Directors is discharging his or her duties and responsibilities effectively and continues to make a strong contribution to the work of the Board and Barclays. Each Director brings valuable skills and experience to the Board and its Committees and continues to commit fully to Barclays in line with agreed time commitments. Further information can be found in their biographies on pages 5 to 6 of this document and on pages 60 to 63 and 86 of the 2020 Annual Report.

As part of our Director effectiveness review process, the Board also had regard to the conclusions it reached last year, which remain unchanged, in relation to the regulatory investigations by the Prudential Regulation Authority (the "PRA") and Financial Conduct Authority in relation to the Chief Executive Officer of the Company and its consolidated subsidiaries (the "Group"), which were announced last year and which remain ongoing. Further details are available on page 86 of the 2020 Annual Report. The Board's governance processes have been rigorously followed in relation to this matter, and I will simply repeat here what we have said previously: Jes retains the full confidence of the Board, and is being unanimously recommended for re-election.

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

Letter from the Group Chairman continued

As in previous years, we will also be putting forward resolutions relating to ordinary business at the AGM. Please refer to the explanatory notes relating to each of the resolutions.

All resolutions at the AGM will be put to a vote on a poll, rather than being decided by a show of hands. The Board believes that this results in a more accurate reflection of the views of shareholders and ensures that their votes are recognised, whether or not they are able to attend the meeting. On a poll, each shareholder has one vote for every share held. The results of the voting on the resolutions will be announced to the London Stock Exchange and published on our website as soon as possible after the conclusion of the meeting.

You will note that there is one resolution that has not been put forward by the Company. This concerns Barclays' environmental policies and is very similar in many ways to the ShareAction resolution which shareholders rejected last year. I would like to say three things about our position on the environment in order to explain why we do not wish to adopt the Market Forces requisitioned resolution. First, we have a clear policy, endorsed by over 99% of votes cast by our shareholders at our AGM last year and reinforced by the announcement which we made in November with more detail around our BlueTrack™ methodology and the specific targets which we have set out for our broad financing activities in energy and power. Secondly, Barclays recognises that the frontier of what constitutes a very positive position on the climate challenge moves forward all the time. We seek to move with it, and indeed have only recently announced the next two sectors which will be subject to climate change limits, and we have made considerable investments in both our environmental policy team and the green energy teams in banking. We have discussed with many shareholders how we would further refine our policies, but at the same time we need to adopt a consistent approach with clients, allow time for dialogue with clients and monitor the effectiveness of our approach. Thirdly, we are not in favour of policies which "phase out" energy clients, in particular those whom we expect to play a major and beneficial role in the energy transition.

The Board believes that all of the resolutions set out in the Notice of AGM, with the exception of resolution 29, are in the best interests of the Company and its shareholders as a whole, and unanimously recommends that you vote in favour of resolutions 1 to 28, as the Directors intend to do in respect of their own beneficial holdings.

The Board does not consider resolution 29 to be in the best interests of the Company and its shareholders as a whole and RECOMMENDS THAT YOU VOTE AGAINST RESOLUTION 29, as the Directors intend to do in respect of their own beneficial holdings.

The Board very much hopes that, with progress on the roll-out of a COVID-19 vaccine, next year shareholders will be able to attend our AGM physically and meet the Directors face-to-face. In the future, and when circumstances permit, the Board expects to alternate AGM venues between London and a venue other than London where Barclays has a significant business or customer presence.

Thank you for your continued co-operation and understanding during these challenging and extraordinary times. I very much look forward to being able to welcome you to this year's AGM electronically.

Nigel Higgins

Group Chairman

Barclays PLC

30 March 2021

HOW TO ATTEND

THE AGM

Details of how to attend and vote at the AGM at 11:00am on Wednesday, 5 May 2021 using the electronic facilities being made available, and details of how to ask questions relating to the business of the meeting (whether through the Lumi AGM online platform or by telephone) are set out on pages 28 to 31 below and at home.barclays/agm.

If you are attending the AGM electronically, you will still be able to ask questions either through the Lumi AGM online platform or by telephone. Dial-in details will be made available through the Lumi AGM online platform (available to access from 2:00pm on Tuesday, 4 May 2021 in order for you to complete the registration process in advance of the AGM itself, should you wish to do so) by following the instructions shown on-screen. Alternatively, if you are unable to access the electronic facilities, or would prefer to listen to the AGM and ask questions by telephone instead of using the electronic facilities, please contact our registrar, Equiniti, for dial-in details. These will be available from 9:00am on Tuesday, 4 May 2021. Equiniti's contact details are set out on page 27 below. Please note that participation by telephone only will not constitute formal attendance at the AGM and shareholders will not be able to vote on any resolutions by telephone. Instead you will need to vote by submitting your Proxy Form in advance of the meeting, utilising one of the methods detailed in this document. Further information about joining by telephone only can be found on page 24 below.

The Board will keep the arrangements for the AGM under review and may make further changes to allow physical shareholder attendance if the UK Government's restrictions and guidance permit this at the time of the AGM. However, we do not expect this to be the case in light of the current restrictions and guidance. Any changes to the AGM arrangements will be published on the Company's website at home.barclays/agm and announced through a Regulatory Information Service. Shareholders should continue to monitor the Company's website for any announcements and updates.

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The Board

When making new Board appointments, a formal, rigorous and transparent process is followed. All Board appointments are based on merit using objective criteria, and within this context Barclays seeks to promote diversity of gender, ethnicity, cognitive and personal strengths and social background. The Directors take into account the current skills, experience and diversity of the Board, together with desired attributes identified by the Board. The Directors also consider the experience that is, or will be, lost through recent and planned retirements, to ensure that the Board maintains the skills, knowledge and expertise it needs to operate effectively and create and deliver sustainable shareholder value. When identifying candidates and subsequently appointing a new Director, the Board considers the individual's other commitments and their ability to devote sufficient time to Barclays.

Since the 2020 AGM, the Board has approved the appointment of Julia Wilson as a Non- Executive Director, having undergone a formal selection process that evaluated the skills and experience that she could bring to the Board (as outlined above).

The Board undertakes a review of both its performance and the performance of each of the Directors annually. The 2020 assessment was internally facilitated and, having evaluated the findings, the Board considered the performance of each Director to be effective, and hence the Board is recommending each continuing Director's re-election. In addition, the Board has determined (including by considering each Director's length of tenure) that all current Non-Executive Directors standing for election or re-election (as appropriate) at the 2021 AGM are independent. This decision is based on the provisions of the UK Corporate Governance Code and behaviours determined by the Board to be essential indicators of independence.

Director standing for election

Julia Wilson

Non-Executive

Director

Resolution: 3

Directors standing for re-election

Mike Ashley	Tim Breedon, CBE	Mohamed A. El-Erian	Dawn Fitzpatrick
Non-Executive	Non-Executive	Non-Executive	Non-Executive
Director	Director	Director	Director
Resolution: 4	Resolution: 5	Resolution: 6	Resolution: 7

Mary Francis, CBE	Crawford Gillies	Brian Gilvary	Nigel Higgins
Non-Executive	Non-Executive	Senior Independent	Non‑Executive
Director	Director	Director	Director and Group
			Chairman
Resolution: 8	Resolution: 9	Resolution: 10	Resolution: 11

Tushar Morzaria	Diane Schueneman	James Staley
Group Finance	Non-Executive	Group Chief Executive
Director	Director
Resolution: 12	Resolution: 13	Resolution: 14

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Notice of AGM

Notice is hereby given that the 2021 Annual General Meeting (the "AGM") of Barclays PLC (the "Company") will be held at 1 Churchill Place, London E14 5HP and on an electronic platform, on Wednesday, 5 May 2021 at 11:00am to transact the following business

Resolutions

The resolutions numbered 1 to 18, 21 and 25 to 27 are proposed as ordinary resolutions, which must each receive more than 50% of the votes cast in order to be passed.

Resolutions numbered 19, 20, 22, 23, 24, 28 and 29 are proposed as special resolutions, which must each receive at least 75% of the votes cast in order to be passed.

Report and accounts

1. That the reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2020, now laid before the meeting, be received.

Barclays is required by the Companies Act 2006 (the "Act") to present to the AGM the reports of the Directors and Auditors and the audited accounts of the Company for each financial year (in this case for the year ended 31 December 2020) (the "2020 Annual Report") which are available at home.barclays/annualreport.

Directors' Remuneration Report

1. That the Directors' Remuneration Report for the year ended 31 December 2020, now laid before the meeting, be approved.
   The Act requires quoted companies to present to their shareholders for approval a Directors' Remuneration Report. The Directors' Remuneration Report for the year ended

1. December 2020 appears on pages 108 to 142 of the 2020 Annual Report, which is available at home.barclays/annualreport.

This shareholder vote is advisory and therefore does not directly affect the remuneration paid to any Director.

The Directors' Remuneration Policy was approved by shareholders at the AGM held on

7 May 2020 for a period of up to three years and is therefore, not required to be put to shareholders for approval at this year's AGM. It will be put to shareholders for approval again by no later than the AGM in 2023. A summary of the Directors' Remuneration Policy can be found on pages 115 to 117 of the 2020 Annual Report.

Appointment of Directors joining the Board since the last AGM

The Company's Articles of Association provide that any new Director appointed by the Board during the year may hold office only until the next AGM, when that Director must stand for appointment by the shareholders. Julia Wilson has joined the Board since the last AGM and is accordingly seeking appointment by shareholders.

3. That Julia Wilson be appointed a Director of the Company.

Relevant skills and experience: Julia is a chartered accountant and is the Group Finance Director of 3i Group plc, having served on its board since 2008. She started her career at Arthur Andersen and prior to joining 3i was Group Director of Corporate Finance at Cable & Wireless where she also held a number of finance related roles. Julia has also developed her experience and reputation as a non- executive director at Legal & General Group PLC since her appointment in 2011. She chaired L&G's Audit Committee between 2013-2016 and was Senior Independent Director from 2016 until she stepped down from L&G in March 2021 after nine years' board service. Julia brings significant financial, tax and accounting experience to the Board, coupled with strong financial services expertise.

Tenure: to be appointed 1 April 2021

Independent: Yes

Key current appointments: Group Finance Director, 3i Group plc; Chair, 'The 100 Group' of FTSE 100 Finance Directors

Committee membership: Board Audit Committee

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Annual re-election of Directors

Provision 18 of the UK Corporate Governance Code recommends that all directors of listed companies should be subject to annual re-election by shareholders. The Directors standing for re-election in light of this provision are listed in resolutions 4 to 14 below.

4. That Mike Ashley be reappointed a Director of the Company.

Relevant skills and experience: Mike has deep knowledge of accounting, auditing and associated regulatory issues, having previously worked at KPMG for over 20 years. Mike's former roles include acting as the lead engagement partner on the audits of large financial services groups including HSBC, Standard Chartered and the Bank of England, as Head of Quality and Risk Management for KPMG Europe LLP and as KPMG UK's Ethics Partner. The Board benefits from his extensive experience in accounting, auditing and financial reporting and therefore Mike continues to contribute to the long-term sustainable success of the business.

Tenure: appointed September 2013

Independent: Yes

Key current appointments: Member, Cabinet Office Board; Board Member, UK Endorsement Board; Member, International Ethics Standards Board for Accountants; Member, ICAEW Ethics Standards Committee; Treasurer, The Scout Association

Committee membership: Board Audit Committee (Chair), Board Nominations Committee, Board Risk Committee

5. That Tim Breedon be reappointed a Director of the Company.

Relevant skills and experience: Tim's continued contribution to Barclays' strategy and long-term sustainable success comes from his extensive financial services experience, knowledge of risk management and UK and EU regulation, as well as an understanding of key investor issues. He had a distinguished career with Legal & General, where, among other roles, he was the Group CEO until June 2012, and this experience enables Tim to provide challenge, advice and support to management on business performance and decision-making.

Tenure: appointed November 2012

Independent: Yes

Key current appointments: Chairman, Apax Global Alpha Limited; Non-Executive Director, Quilter PLC

Committee membership: Board Audit Committee, Board Nominations Committee, Board Remuneration Committee, Board Risk Committee (Chair)

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6. That Mohamed A. El-Erian be reappointed a Director of the Company.

Relevant skills and experience: Mohamed is a highly respected economist and investor, with considerable experience in the asset management industry and multilateral institutions. He is President of Queens' College Cambridge and a part-time adviser to Allianz, the corporate parent of Pacific Investment Management Company (PIMCO LLC) where he formerly served as Chief Executive and Co-Chief Investment Officer. As well as serving on several advisory committees and boards, Mohamed is a regular columnist for Bloomberg Opinion and a contributing editor at the Financial Times. He has also published widely on international economic and financial topics. He spent 15 years at the IMF where he served as Deputy Director before moving to the private sector and financial services. Mohamed's acute knowledge and understanding of international economics and the financial services sector strengthens the Board's capacity for overseeing the strategic direction and development of the Company and the Group. Mohamed's knowledge and experience enables him to contribute to the long-term sustainable success and strategy of the business.

Tenure: appointed January 2020

Independent: Yes

Key current appointments: Lead Independent Director, Under Armour Inc.; Chief Economic Advisor, Allianz SE; Chairman, Gramercy Funds Management; Senior Adviser, Investcorp Bank BSC; President, Queens' College, Cambridge University

Committee membership: Board Risk Committee

7. That Dawn Fitzpatrick be reappointed a Director of the Company.

Relevant skills and experience: Dawn is a highly experienced financial executive who holds the role of Chief Investment Officer at Soros Fund Management LLC. Her previous experience includes 25 years with UBS and its predecessor organisations, most recently as Head of Investments for UBS Asset Management. Her knowledge of the businesses and markets in which the Group operates further strengthens the depth and range of relevant sector skills and experience across the Board. This enables Dawn to challenge and contribute effectively to the Group's operations and the long-term sustainable success of the business.

Tenure: appointed September 2019

Independent: Yes

Key current appointments: Chief Investment Officer, Soros Fund Management LLC; Member, The New York Federal Reserve's Investor Advisory Committee on Financial Markets; Member, Advisory Board and Investment Committee of the Open Society Foundations' Economic Justice Programme; Advisory Council Member, The Bretton Woods Committee Committee membership: Board Risk Committee

8. That Mary Francis be reappointed a Director of the Company.

Relevant skills and experience: Mary has extensive and diverse board-level experience across a range of industries, including her previous Non-Executive Directorships of the Bank of England, Alliance & Leicester, Aviva, Centrica and Swiss Re Group. Through her former senior executive positions with HM Treasury and the Prime Minister's Office, and as Director General of the Association of British Insurers, she brings to the Board a strong understanding of the interaction between public and private sectors, skills in strategic decision- making and reputation management and promotes strong board governance values, which enables her to continue to contribute effectively to the long-term sustainable success of the Group.

Tenure: appointed October 2016

Independent: Yes

Key current appointments: Non-Executive Director, Valaris PLC; Senior Independent Director, PensionBee Ltd; Member of Advisory Panel, The Institute of Business Ethics; Member, UK Takeover Appeal Board

Committee membership: Board Remuneration Committee

9. That Crawford Gillies be reappointed a Director of the Company.

Relevant skills and experience: Crawford is a senior member of the Board having held the role of Senior Independent Director prior to

1 January 2021. He is also Chair of Barclays Bank UK PLC (subject to regulatory approval). He has extensive business transformation and management experience at executive and board level spanning over 30 years. Beneficial to the Board and to Barclays' strategy and long-term sustainable success is his key understanding of stakeholder needs and his experience in international and cross-sector organisations, strong leadership and strategic decision- making.

Tenure: appointed May 2014

Independent: Yes

Key current appointments: Chairman, Edrington Group

Committee membership: Board Nominations Committee

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