Edgar Filing: BARCLAYS PLC

Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

24 March 2009

Barclays PLC

(Name of Registrant)

1 Churchill Place

London E14 5HP

England

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

This Report on Form 6-K filed by Barclays PLC.

The Report comprises:

Information distributed to shareholders and furnished pursuant to General Instruction B to the General Instructions to Form 6-K.

EXHIBIT INDEX


EXHIBIT NUMBER		DESCRIPTION
1		Barclays PLC Notice of Annual General Meeting 2009

2		Barclays PLC Proxy Form for the Annual General Meeting 2009

3		Barclays PLC Sharestore Proxy Form for the Annual General Meeting 2009

4		Barclays PLC Annual Report 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.


	BARCLAYS PLC
	(Registrant)

Date: March 24, 2009	By:	/s/ Marie Smith
	Name:	Marie Smith
	Title:	Assistant Secretary

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Barclays PLC

Notice of Meeting

Message from the Group Chairman

This year’s Annual General Meeting (the ‘AGM’) will be held on Thursday 23rd April 2009 at The Queen Elizabeth II Conference Centre, London. The Notice of Meeting is set out on pages 2 to 6.

I wrote to you on 18th November 2008 to advise that, in recognition of the extraordinary circumstances of the capital raising we undertook in late 2008, all members of the Board would exceptionally offer themselves for reelection at the AGM to be held in April 2009. The Notice of Meeting therefore includes resolutions seeking the re-election of each of the Directors, with the exception of Sir Nigel Rudd and Professor Dame Sandra Dawson, who have decided not to seek re-election. I would like to take this opportunity to thank Sir Nigel and Professor Dawson on behalf of the Board for their outstanding service to the Company over 13 and six years respectively and for the valuable contribution they have each made during their time in office. Biographical details for the Directors standing for re-election at this year’s AGM are included in this document. Simon Fraser will join the Board on 10th March 2009, subject to regulatory approvals, following an extensive and thorough search and selection process. Each of the other Directors standing for re-election at the AGM has been subject to a rigorous evaluation process, further details of which may be found in the 2008 Annual Report (which is available at www.barclays.com/annualreport08). Following this process, I can confirm that the Board considers the performance of each of those Directors standing for re-election at the AGM to be fully effective and they each demonstrate the commitment expected of a Barclays Director: they have had ample opportunity to demonstrate this during the past year. The Board has also concluded that the non-executive Directors standing for re-election are independent in terms of the criteria set out in the UK Combined Code on Corporate Governance.

The AGM is an important occasion for the Company’s shareholders to express their views by attending, raising questions and voting and the Board welcomes your participation. If you would like to vote on the resolutions in the Notice of Meeting, but cannot come to the AGM, please fill in the Proxy Form sent to you with the Notice of Meeting and return it to our Registrars in the enclosed pre-paid envelope as soon as possible. They must receive it by 11.00am on 21st April 2009. You can also appoint a proxy to vote on your behalf online. You will need your Voting ID, Task ID and Shareholder or Sharestore Reference Number, which are shown on the Proxy Form, to access an online Proxy Form at www.barclays.com/investorrelations/vote. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in the notes on the Proxy Form.

The Board believes that all of the proposals set out in this Notice of Meeting are in the best interests of shareholders as a whole and the Company and unanimously recommends that you vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Marcus Agius

Group Chairman Barclays PLC

“The AGM is an important occasion for the Company’s shareholders to express their views by attending, raising questions and voting and the Board welcomes your participation.”

This document is important and requires your immediate attention

When considering what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your shares in Barclays PLC please send this Notice of Meeting and the accompanying Proxy Form to the person you sold or transferred your shares to, or to the bank, stockbroker or other agent who arranged the sale or transfer for you.

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Notice of Meeting

Notice is hereby given that the 2009 Annual General Meeting (the ‘AGM’) of Barclays PLC (the ‘Company’) will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 23rd April 2009 at 11.00am to transact the following business: Resolutions

To consider and, if thought fit, to pass the following resolutions, with those numbered 1 to 22 being proposed as ordinary resolutions and resolutions numbered 23 to 25 as special resolutions.

Report and Accounts

1. That the Reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31st December 2008, now laid before the meeting, be received.

The Directors are required by UK companies legislation 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 31st December 2008).

Remuneration report

2. That the Directors’ Remuneration Report for the year ended 31st December 2008, now laid before the meeting, be approved.

UK companies legislation requires listed companies to present to their AGM the Directors’ Remuneration Report (which appears in full in the 2008 Annual Report and in summary in the 2008 Annual Review).

Re-election of Director appointed since the last AGM

3. That Simon Frasera be re-elected a Director of the Company.

Simon has extensive experience of the institutional fund management industry, having worked at Fidelity International from 1981 to 2008, latterly as President of the Investment Solutions Group and President of the Retirement Institute. Simon held a number of positions during his career at Fidelity International, including President, European and UK Business, Global Chief Investment Officer, Chief Investment Officer for Asia Pacific and Chief Investment Officer of the European Investment Group.

Term of Office: Simon will join the Board on 10th March 2009, subject to regulatory approvals, as a non-executive Director.

Independent: Yes

External appointments: Non-executive Director, Fidelity European Values PLC and Fidelity Japanese Values PLC, Chairman of the Forum of European Asset Managers.

The Company’s Articles of Association and provision A.7.1 of the

UK Combined Code on Corporate Governance (the ‘Combined Code’) 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 re-election by the shareholders. Simon Fraser, who will join the Board with effect from 10th March 2009, subject to regulatory approvals, is accordingly seeking re-election.

Re-election of Directors

4. That Marcus Agiusb be re-elected a Director of the Company.

Marcus has an extensive background in banking, having worked at Lazard from 1972 to 2006. He also has experience of chairing large organisations, including BAA plc and Lazard in London. Marcus is Senior Independent Director of the British Broadcasting Corporation (BBC).

Term of office Marcus joined the Board in September 2006 as a non-executive Director and was appointed Group Chairman on 1st January 2007. Marcus was last re-elected by shareholders at the AGM in 2007, following his appointment. Independent On appointment External appointments Senior Independent Director of the BBC since 2006. Trustee to the Board of the Royal Botanic Gardens, Kew. Chairman of The Foundation and Friends of the Royal Botanic Gardens, Kew. Chairman of Lazard in London and Deputy Chairman of Lazard LLC until 2006. Chairman of BAA plc until 2006.

Committee membership Chairman of the Board Corporate Governance and Nominations Committee since January 2007. Member of the Board HR and Remuneration Committee since January 2007.

5. That David Boothc be re-elected a Director of the Company.

David currently manages his own venture capital investments, having retired from the Management Committee of Morgan Stanley in 1997. David was employed by Morgan Stanley from 1982 to 1992, and again from 1995 to 1997. He held various positions there, including Head of Government Bond Trading, Head of Mortgage Trading, Sales and Finance and Head of Global Operations and Technology.

Term of office David joined the Board in May 2007. David was last re-elected by shareholders at the AGM in 2008, following his appointment.

Independent Yes

External appointments Director of East Ferry Investors, Inc., Trustee of the Brooklyn Botanic Garden. Chair of the Brooklyn Botanic

Garden Investment Committee. Various positions at Morgan Stanley & Co. until 1997. Discount Corporation of New York until 1993.

Committee membership Member of the Board Risk Committee since January 2008.

6. That Sir Richard Broadbentd be re-elected a Director of the Company.

Sir Richard has experience of both the private and public sector having worked in high-level banking roles and the Civil Service. He was the Executive Chairman of HM Customs and Excise from 2000 to 2003 and was formerly a member of the Group Executive Committee of Schroders PLC and a non-executive Director of the Securities Institute. Sir Richard is Chairman of Arriva PLC.

Term of office Sir Richard joined the Board in September 2003 and was appointed Senior Independent Director on 1st September 2004. Sir Richard was last re-elected by shareholders at the AGM in 2006.

Independent Yes

External appointments Chairman of Arriva PLC since 2004. Executive Chairman of HM Customs and Excise until 2003. Former Group Executive Committee member of Schroders PLC. Non-executive Director of the Securities Institute until 1995.

Committee membership Chairman of the Board Risk Committee since January 2006 (member since April 2004). Chairman of the Board HR and Remuneration Committee since January 2007 (member since April 2004). Member of the Board Corporate Governance and Nominations Committee since September 2004.

7. That Richard Leigh Clifford, AOe be re-elected a Director of the Company.

Leigh is Chairman of Qantas Airways Limited. He previously worked for the Rio Tinto Group, where he was a Director of Rio Tinto PLC from 1994 and Rio Tinto Limited from 1995 and was Chief Executive of the Rio Tinto Group from 2000 until 2007.

Term of office Leigh joined the Board in October 2004. Leigh was last re-elected by shareholders at the AGM in 2007.

Independent Yes

External appointments Chairman of Qantas Airways Limited since November 2007. Member of the Bechtel Board of Counsellors since May 2007. Senior Adviser to Kohlberg Kravis Roberts & Co since January 2009. Director of the Murdoch Children’s Research Institute. Board Member of the National Gallery of Victoria Foundation. Chief Executive of Rio Tinto until 2007. Director of Freeport-McMoran Copper & Gold Inc. until 2004.

Committee membership Member of the Board HR and Remuneration Committee since July 2005. Member of the Barclays Asia Pacific Advisory Committee.

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8. That Fulvio Contif be re-elected a Director of the Company.

Fulvio is currently Chief Executive Officer and General Manager of Enel SpA, the Italian energy group, where he was previously Chief Financial Officer from 1999-2005. Fulvio has held a number of high-level financial roles, including Chief Financial Officer and General Manager of Telecom Italia and General Manager and Chief Financial Officer of Ferrovie dello Stato, the Italian national railway. He was also head of the accounting, finance and control department of Montecatini and was in charge of finance at Montedison-Compart, overseeing the financial restructuring of the group. He has held positions in finance and operations in various affiliates of Mobil Oil Corporation in Italy and Europe. Term of office Fulvio joined the Board in April 2006. Fulvio was last re-elected by shareholders at the AGM in 2008.

Independent Yes

External appointments Chief Executive of Enel SpA since 2005. Director of AON Corporation since January 2008. Chief Financial Officer and General Manager of Telecom Italia until 1999. General Manager and Chief Financial Officer of Ferrovie dello Stato until 1998.

Committee membership Member of the Board Audit Committee since September 2006.

9. That Robert E Diamond Jrg be re-elected a Director of the Company.

Bob is responsible for the Investment Banking and Investment Management business of the Barclays Group, comprising of Barclays Capital, Barclays Global Investors and Barclays Wealth. He previously worked for Morgan Stanley and CS First Boston, where he was Vice-Chairman and Head of Global Fixed Income and Foreign Exchange.

Term of office Bob was appointed President of Barclays PLC and became an executive Director in June 2005. He has been a member of the Barclays Executive Committee since September 1997. Bob was last re-elected by shareholders at the AGM in 2006, following his appointment.

External appointments Chairman of Old Vic Productions PLC since September 2007.

10. That Sir Andrew Likiermanh be re-elected a Director of the Company. Sir Andrew is Chairman of the National Audit Office, having held a number of public roles in the financial services sector, including Managing Director, Financial Management, Reporting and Audit and Head of the Government Accountancy Service at HM Treasury and non-executive Director of the Bank of England. Sir Andrew is also Dean of the London Business School where he was previously Professor of Management Practice in Accounting. He has been at the London Business School from 1974-1976, 1979-1993 and since 2004. Term of office Sir Andrew joined the Board in September 2004. Sir Andrew was last re-elected by shareholders at the AGM in 2007.

Independent Yes

External appointments Dean of the London Business School since January 2009. Chairman of the National Audit Office since December 2008. Director of the Institute for Government since September 2008. Chairman of Applied Intellectual Capital Inc. until 2008. Non-executive Director of the Bank of England until 2008. Non-executive Director and Vice-Chairman of the Tavistock and Portman NHS Trust until 2008. Non-executive Director and Chairman of the MORI Group until 2005. Managing Director, Financial Management, Reporting and Audit and Head of the Government Accountancy Service at HM Treasury until 2004.

Committee membership Member of the Board Audit Committee since

September 2004. Member of the Board Risk Committee since September 2004. 11. That Christopher Lucasi be re-elected a Director of the Company.

Chris has worked across financial services for most of his career, including three years in New York as Head of the US Banking Audit Practice of

PricewaterhouseCoopers LLP. Chris joined Barclays from

PricewaterhouseCoopers LLP, where he was UK Head of Financial Services and Global Head of Banking and Capital Markets. He was Global Relationship Partner for Barclays for the 1999-2004 financial years and subsequently held similar roles for other global financial services organisations.

Term of office Chris was appointed Group Finance Director and became a member of the Executive Committee in April 2007. Chris was last re-elected by shareholders at the AGM in 2007, following his appointment.

External appointments UK Head of Financial Services and Global Head of Banking and Capital Markets of PricewaterhouseCoopers LLP until 2006. 12. That Sir Michael Rakej be re-elected a Director of the Company. Sir Michael is currently Chairman of BT Group PLC and Chairman of the UK Commission for Employment and Skills. Sir Michael previously worked at KPMG from 1974-2007 where he worked for a number of years in Continental Europe and the Middle East. He was Senior Partner of the UK firm from 1998-2000 and Chairman of KPMG International from 2002-2007.

Term of office Sir Michael joined the Board in January 2008. Sir Michael was last re-elected by shareholders at the AGM in 2008, following his appointment. Independent Yes External appointments Chairman of BT Group PLC since 2007. Director of the Financial Reporting Council since 2007. Chairman of the UK Commission for Employment and Skills since 2007. Director of the McGraw-Hill Companies since 2007. Chairman of KPMG International until 2007. Chairman of Business in the Community in 2004 until 2007.

Committee membership Member of the Board Audit Committee since January 2008. He will succeed Stephen Russell as Chairman of the Board Audit Committee in March 2009.

13. That Stephen Russellk be re-elected a Director of the Company.

Stephen was Chief Executive of Boots Group PLC from 2000 until 2003, having worked for Boots since 1967. He has held a number of non-executive positions and is currently a non-executive Director of Network Rail and Network Rail Infrastructure Limited. He is a trustee of St. John’s Ambulance and Tommy’s the Baby Charity, is on the Council of Nottingham University and is Chairman of Business Control Solutions Group.

Term of office Stephen joined the Board in October 2000 on completion of the acquisition of Woolwich PLC. Stephen was last re-elected by shareholders at the AGM in 2007.

Independent Yes

External appointments Non-executive Director of Network Rail since September 2007. Trustee of St John’s Ambulance since 2005. Chairman of Business Control Solutions Group since 2005. Trustee of Tommy’s the Baby Charity since 2003. Member of the Council of Nottingham University since 2003. Chief Executive of Boots Group PLC until 2003.

Committee membership Chairman of the Board Audit Committee since April 2003 (member since October 2000). He will be succeeded by Sir Michael Rake as Chairman of the Board Audit Committee in March 2009. Member of the Board Corporate Governance and Nominations Committee since September 2004. Member of the Board Risk Committee since October 2001 (Chairman from September 2004-December 2005).

14. That Frederik Seegersl be re-elected a Director of the Company.

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Middle East and Africa. He was also a member of the Citigroup Operating Committee and the Citigroup Management Committee. He was CEO of Consumer Banking for Asia Pacific, covering 11 consumer markets, between 2001 and 2004. Under his leadership, this region was the fastest growing part of Citigroup. Frits was a non-executive Director of Absa Group Limited from 2006 until February 2009.

Term of office Frits joined the Board and the Executive Committee in July 2006. Frits was last re-elected by shareholders at the AGM in 2007, following his appointment.

External appointments Chief Executive Officer of Citigroup International PLC until 2006.

15. That Sir John Sunderlandm be re-elected a Director of the Company. Sir John was Chairman of Cadbury Schweppes PLC until July 2008 having worked at Cadbury’s in various roles, including that of Chief Executive, since 1968. He is Deputy President of the Chartered Management Institute, a Director of the Financial Reporting Council, an Adviser to CVC Capital Partners, an Association Member of BUPA and a Governor of both Reading and Aston University Councils.

Term of office Sir John joined the Board in June 2005. Sir John was last re-elected by shareholders at the AGM in 2008.

Independent Yes

External appointments Deputy President of the Chartered Management Institute since 2008 (President 2007-2008). Director of the Financial Reporting Council since 2004. Adviser to CVC Capital Partners. Association Member of BUPA. Governor, Aston University Council. Governor, Reading University Council. Chairman of Cadbury Schweppes PLC until July 2008. Deputy President of the CBI to June 2008 (member since 2003 and President until December 2006). President of ISBA (the Incorporated Society of British Advertisers) until 2005. President of the Food and Drink Federation until 2005. Non-executive Director of the Rank Group PLC until 2006. Former Advisory Board Member of Trinsum Group.

Committee membership Member of the Board Corporate Governance and Nominations Committee since September 2006. Member of the Board HR and Remuneration Committee since July 2005.

16. That John Varleyn be re-elected a Director of the Company. John was appointed Group Chief Executive of Barclays on 1st September 2004, prior to which he had been Group Deputy Chief Executive from 1st January 2004. He joined Barclays in 1982 and has held various positions across the Group, including the position of Group Finance Director from 2000 until the end of 2003. He was Chief Executive of Retail Financial Services from 1998 to 2000 and Chairman of the Asset Management Division from 1995 to 1998. John is a non-executive Director of AstraZeneca PLC. He is also Chairman of Business Action on Homelessness, President of the Employer’s Forum on Disability, Honorary President of the UK Drug Policy Commission and a member of the International Advisory Panel of the Monetary Authority of Singapore.

Term of office John joined the Executive Committee in September 1996 and was appointed to the Board in June 1998. John was last re-elected by shareholders at the AGM in 2007.

External appointments Non-executive Director of AstraZeneca PLC since 2006. Non-executive Director of British Grolux Investments Limited since 1999. Chairman of Business Action on Homelessness since 2006. President of the Employer’s Forum on Disability since 2005. Honorary President of the UK Drug Policy Commission since 2007. Member of the International Advisory Panel of the Monetary Authority of Singapore since 2006.

17. That Patience Wheatcrofto be re-elected a Director of the Company. Patience was an established financial journalist and national newspaper editor, having worked as Editor of the Sunday Telegraph from 2006 to 2007 and Business and City Editor of The Times from 1997-2006. She is a non-executive

Director of Shaftesbury PLC, a member of the UK/India Round Table and a member of the British Olympic Association Advisory Board. She is also a member of the Council of the Royal Albert Hall and Chair of the Forensic Audit Panel. Term of office Patience joined the Board in January 2008. Patience was last re-elected by shareholders at the AGM in 2008 following her appointment.

Independent Yes

External appointments Non-executive Director of Shaftesbury PLC since 2008. Member of the UK/India Round Table. Member of the British Olympic Association Advisory Board since 2007. Member of the Council of the Royal Albert Hall. Chair of the Forensic Audit Panel since 2008. Editor of the Sunday Telegraph until 2007. Business and City Editor of The Times until 2006.

Committee membership Member of the Barclays Brand and Reputation Committee.

The Company’s Articles of Association require one-third (rounded down) of the Directors, excluding those who were appointed by the Board since the last AGM, to retire in turn each year. However, in recognition of the extraordinary circumstances of the capital raising announced on 31st October 2008 (‘the Capital Raising’), the Board announced on 18th November 2008 that all members of the Board would exceptionally offer themselves for re-election at this year’s AGM. Resolutions 4 to 17 propose the re-election of each of the current Directors, with the exception of Sir Nigel Rudd and Professor Dame Sandra Dawson, who are not seeking re-election and who will both retire at the conclusion of the AGM.

Reappointment of auditors

18. That PricewaterhouseCoopers LLP, Chartered Accountants and Registered Auditors, be reappointed as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.

UK companies legislation requires that auditors are reappointed at each AGM at which accounts are presented. The Board, on the unanimous recommendation of the Board Audit Committee, which has evaluated the effectiveness and independence of the external auditors, is proposing the reappointment of PricewaterhouseCoopers LLP.

Auditors’ remuneration

19. That the Directors be authorised to set the remuneration of the auditors. The Directors may set the remuneration of the auditors if authorised to do so by the shareholders. This resolution proposes that the Directors be authorised to set the remuneration of the auditors. Details of the remuneration paid to the external auditors for 2008 and details of how the Group monitors the effectiveness and independence of the external auditors may be found in the Annual Report.

Political Donations

20. That, in accordance with section 366 of the Companies Act 2006 (the ‘2006 Act’) the Company and any company which, at any time during the period for which this resolution has effect, is a subsidiary of the Company, be and are hereby authorised to: (a) make political donations to political organisations not exceeding £25,000 in total; and (b) incur political expenditure not exceeding £100,000 in total, in each case during the period commencing on the date of this resolution and ending on the date of the Annual General Meeting of the Company to be held in 2010 or on 30th June 2010, whichever is the earlier, provided that the maximum amounts referred to in (a) and (b) may consist of sums in any currency converted into sterling at such rate as the Board may in its absolute discretion determine. For the purposes of this resolution, the terms ‘political donations’, ‘political organisations’ and ‘political expenditure’ shall have the meanings given to them in sections 363 to 365 of the 2006 Act.

Notes

a Entitlements under CREST

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 the Company specifies that only those holders of shares registered in the register of members at 6.00pm on 21st April 2009 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after 6.00pm on 21st April 2009 shall be disregarded in determining the right of any person to attend or vote at the meeting.

b Appointing a proxy

A shareholder who is entitled to attend, speak and vote at the meeting is entitled to appoint one or more people (called proxies) to attend, speak and vote on his/her behalf. If more than one proxy is appointed, each proxy must be appointed to exercise the rights attached to different shares. They need not be Barclays shareholders.

c Corporate representatives

Corporate shareholders are encouraged to appoint a proxy or multiple proxies in preference to appointing corporate representatives given the uncertainty arising from the provisions in the Companies Act 2006 regarding the validity of votes cast by multiple corporate representatives. However, where corporate shareholders have appointed multiple corporate representatives, the Company intends to follow the guidance issued by the Institute of Chartered Secretaries and Administrators (‘ICSA’), as described below: In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that: (i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions. Voting cards will be made available to corporate representatives at the meeting; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend the meeting, and will vote on a poll. The other corporate representatives will give voting directions to that

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The 2006 Act requires companies to obtain shareholder approval before they can make political donations to EU political organisations or incur EU political expenditure. We do not give any money for political purposes in the UK nor do we make any donations to EU political organisations or incur EU political expenditure. However, the definitions of political donations and political expenditure used in the 2006 Act are very wide. As a result, they may cover activities that form part of relationships that are an accepted part of engaging with our stakeholders to ensure that issues and concerns affecting our operations are considered and addressed, but which would not be considered as political donations or political expenditure in the layman’s sense. The activities referred to above are not designed to support any political party nor to influence public support for any political party. The authority which the Board is requesting is similar to the authority given by shareholders at the AGM in 2008 and is a precautionary measure to ensure that the Group does not inadvertently breach the 2006 Act.

Increase in authorised share capital

21. That the authorised ordinary share capital of the Company be and is hereby increased from £3,499,000,000 to £5,249,000,000 by the creation of 7,000,000,000 new ordinary shares of 25 pence each in the Company.

This resolution is to authorise the creation of new ordinary shares of the Company. This number of new ordinary shares represents an increase of approximately 50% of the existing authorised ordinary share capital of the Company. The purpose of the increase in authorised ordinary share capital is primarily to allow the Company to retain sufficient authorised, but unissued, ordinary share capital for general purposes, particularly in view of the authority sought under resolution 22 to allot an amount approximately equal to two- thirds of the Company’s issued share capital in conformity with the revised Association of British Insurers (ABI) guidelines, also bearing in mind the ordinary shares already committed to be issued as part of the Capital Raising.

Authority to allot securities

22. That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot:

a) relevant securities (as defined in the Companies Act 1985) up to an aggregate nominal amount of £738,016,774, $77,500,000, €40,000,000 and ¥4,000,000,000; and

b) relevant securities comprising equity securities (as defined in the Companies Act 1985) up to an aggregate nominal amount of £1,396,033,549 (such amount to be reduced by the aggregate nominal amount of relevant securities issued under paragraph (a) of this resolution 22 in connection with an offer by way of a rights issue):

i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii) to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of the Company’s next Annual General Meeting after this resolution is passed (or, if earlier, until the close of business on 30th June 2010) but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require relevant securities to be allotted after the authority expires and the Directors may allot relevant securities under any such offer or agreement as if the authority had not expired.

The effect of this resolution is to give the Directors authority to allot, in addition to £40,000,000 of sterling preference shares and other denominations of preference shares created in 2008, ordinary shares up to an amount approximately equal to two-thirds of the issued ordinary share capital of the Company as at 27th February 2009 (excluding treasury shares) in certain circumstances. As at 27th February 2009, the Company does not hold any treasury shares. This authority would remain in force until the AGM in 2010 or 30th June 2010, whichever is the earlier. At previous AGMs, the Company has sought authority to allot up to one-third of its then issued ordinary share capital. In December 2008 the ABI issued new guidance on the approval of authorities to allot shares, in which it stated that, in addition to requests for authorisation to allot new shares in an amount up to one-third of the existing issued ordinary share capital of a company, it would regard as routine requests to authorise the allotment of a further one-third in connection with a rights issue. In light of this, paragraph b) of resolution 22 proposes that a further authority be conferred on the Directors to allot unissued ordinary shares in connection with a rights issue in favour of holders of equity securities (which would include ordinary shareholders) as required by the rights of those securities or as the Directors may otherwise consider necessary, up to a maximum aggregate nominal amount of £1,396,033,549 (such amount to be reduced by the nominal amount of any relevant securities issued under the authority conferred by paragraph a) of resolution 22).

In the event that this further authority is exercised, the Directors intend to follow emerging best practice as regards its use (including as to the requirement for Directors to stand for re-election) as recommended by the ABI.

The Board has no current plans to make use of this authority but wishes to ensure that the Company has maximum flexibility in managing the Group’s capital resources.

Authority to allot equity securities for cash other than on a pro-rata basis to shareholders

23. That, in substitution for all existing powers and subject to the passing of resolution 22, the Directors be generally empowered to allot equity securities (as defined in the Companies Act 1985) for cash pursuant to the authority granted by resolution 22 and/or where the allotment constitutes an allotment of equity securities by virtue of section 94(3A) of the Companies Act 1985, in each case free of the restriction in section 89(1) of the Companies Act 1985, such power to be limited:

a) to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph b) of resolution 22, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):

i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii) to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b) to the allotment of equity securities pursuant to the authority granted by paragraph a) of resolution 22 and/or an allotment which constitutes an allotment of equity securities by virtue of section 94(3A) of the Companies Act 1985 (in each case otherwise than in the circumstances set out in paragraph a) of this resolution 23) up to a nominal amount of designated corporate representative. In accordance with ICSA’s guidance, the designated corporate representatives shall be the first of the corporate representatives to have registered his/her attendance at the meeting. Voting cards will be made available to corporate representatives at the meeting.

d Persons nominated by shareholders

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (‘nominated persons’). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

e Documents available for inspection

The following documents, which are available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the Company’s registered office, 1 Churchill Place, London E14 5HP, will also be available for inspection at The Queen Elizabeth II Conference Centre from 10.30am on 23rd April 2009 until the end of the meeting: (i) copies of the executive Directors’ service contracts; (ii) copies of the non-executive

Directors’ letters of appointment.

f Total shares and voting rights

As at 27th February 2009 (being the latest practicable date before publication of this document) the Company’s issued share capital comprised 8,376,201,298 ordinary shares of 25 pence each. Each ordinary share carries the right to vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 27th February 2009 was 8,376,201,298.

g Electronic communication

You may not use any electronic address provided in either this Notice of Meeting or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.

Barclays PLC Notice of Meeting 2009 5

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£104,702,516 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, relevant shares (as defined in the Companies Act 1985) by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights, such power to apply until the end of the Company’s next Annual General Meeting after this resolution is passed (or, if earlier, until the close of business on 30th June 2010) but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors may allot equity securities under any such offer or agreement as if the power had not expired. The effect of this resolution is to give to the Directors authority to allot equity securities (or sell treasury shares) on a non pre-emptive basis a) (i) to ordinary shareholders in proportion to their existing shareholdings, (ii) to holders of other equity securities as required by, or subject to (as the Directors consider necessary), the rights of those securities, or b) for cash up to an amount representing approximately 5% of the issued ordinary share capital of the Company as at 27th February 2009. This authority would remain in force until the AGM in 2010 or 30th June 2010, whichever is the earlier. The Board seeks annual renewal of this authority in accordance with best practice. The Board has no current plans to make use of this authority but wishes to ensure that the Company has maximum flexibility in managing the Group’s capital resources. As announced on 7th November 2008, for the next two years, the Company will structure any new offer of equity securities for the purpose of raising new capital so as to give its then shareholders full rights of participation. The exceptions are any issue of equity securities in connection with employee remuneration arrangements or any acquisition of another entity or business or in satisfaction of pre-existing contractual obligations under the Group’s existing tier one capital instruments. The Company does not intend to issue more than 7.5% of its issued ordinary share capital on a non pre-emptive basis in any three year period.

Purchase of own Shares

24. That the Company be authorised generally and unconditionally to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) on the London Stock Exchange of up to an aggregate of 837,620,130 ordinary shares of 25p each in its capital, and may hold such shares as treasury shares, provided that: (a) the minimum price (exclusive of expenses) which may be paid for each ordinary share is not less than 25p; (b) the maximum price (exclusive of expenses) which may be paid for each ordinary share shall not be more than the higher of (i) 105% of the average of the market values of the ordinary shares (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the date on which the purchase is made and (ii) that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC 2273/2003); and (c) the authority conferred by this resolution shall expire on the date of the Annual General Meeting of the Company to be held in 2010 or on 30th June 2010, whichever is the earlier (except in relation to any purchase of shares the contract for which was concluded before such date and which would or might be executed wholly or partly after such date).

This resolution would enable the Company to purchase up to a maximum of 837,620,130 of its ordinary shares. This is less than 10% of the issued share capital as at 27th February 2009 (excluding treasury shares). The total number of ordinary shares that may be issued on the exercise of outstanding options as at 27th February 2009 is 114,027,712 which represents approximately 1.4% of the issued share capital at that date (excluding treasury shares). As at 27th February 2009 there are 1,516,875,236 warrants over ordinary shares outstanding and 2,640,889,640 ordinary shares remaining to be issued on conversion of the Mandatorily Convertible Notes issued by Barclays Bank PLC which represent 49.6% of the issued share capital of the Company at that date. If the Company were to purchase shares up to the maximum permitted by this resolution, the proportion of ordinary shares subject to outstanding options would represent approximately 1.5% of the issued share capital as at 27th February 2009 (excluding treasury shares) and the proportion of ordinary shares to be issued on exercise or conversion of the warrants and Mandatorily Convertible Notes would represent approximately 55.2%. The Board considers it desirable for the general authority proposed above to be available to provide maximum flexibility in the management of the Group’s capital resources. The Board would use such authority only if satisfied at the time that to do so would be in the interests of shareholders and would lead to an increase in the Group’s earnings per share. Under UK companies legislation, the Company may hold any shares bought back in treasury, which may then either be sold for cash, transferred for the purposes of an employees’ share scheme (subject, if necessary, to approval by shareholders at a general meeting) or cancelled. The Company therefore has the choice of either cancelling or holding in treasury any of its shares which it purchases. If the Company buys any of its shares under the authority given by this resolution, the Board will decide at the time of purchase whether to cancel them immediately or to hold them in treasury. In relation to treasury shares, the Board would also have regard to any investor guidelines in relation to the purchase of shares intended to be held in treasury or in relation to their holding or resale which may be in force at the time of any such purchase, holding or resale.

General Meetings

25. That the Directors be authorised to call general meetings (other than an Annual General Meeting) on not less than 14 clear days’ notice, such authority to expire on the date of the Annual General Meeting of the Company to be held in 2010 or on 30th June 2010, whichever is the earlier. The Companies Act 2006 enables listed companies to call a general meeting (other than an AGM) on 14 clear days’ notice. The EU Shareholder Rights Directive, however, requires listed companies to call such general meetings on at least 21 clear days’ notice unless shareholders have previously approved the calling of general meetings at shorter notice. The deadline for implementing the EU Shareholder Rights Directive in the UK is 3rd August 2009.

Barclays wishes to retain the option of calling general meetings on 14 clear days’ notice, as we do now. The effect of this resolution therefore is to give the Directors the power to call general meetings on a notice period of not less than 14 clear days, notwithstanding the forthcoming change in the law. If possible a longer notice period will be given. The resolution is valid up to the next AGM and it is our intention to renew the authority at each AGM.

From 3rd August 2009, the Company will need to ensure that it offers the facility for shareholders to vote by electronic means accessible to all shareholders if it is to call meetings on 14 clear days’ notice. The Company already provides the ability to appoint proxies electronically through CREST and shareholders can also vote online at www.barclays.com/investorrelations/vote. However, if something further is needed to fulfil this requirement, we will inform shareholders.

By order of the Board

Lawrence Dickinson

Company Secretary 5th March 2009

1 Churchill Place London E14 5HP

Registered in England, Company No. 48839

6 Barclays PLC Notice of Meeting 2009 | Find out more at www.barclays.com/annualreport/08

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Questions and Answers

Who is entitled to vote?

Shareholders who want to attend and vote at the Annual General Meeting (AGM) must be entered on the Company’s register of members by no later than 6.00pm on 21st April 2009. This time will still apply for the purpose of determining who is entitled to attend and vote if the AGM is adjourned from the scheduled time by 48 hours or less. If the AGM is adjourned for longer, members who wish to attend and vote must be on the Company’s register of members by 6.00pm two days before the time fixed for the adjourned AGM.

How do I vote?

Voting on resolutions at the AGM will be by poll. That means that you will be asked to complete a Poll Card if you attend in person. We believe that a poll is the best way of representing the views of as many shareholders as possible in the voting process. There are three ways in which you can vote:

– You can vote in person at the AGM; or

– You can appoint a proxy electronically to vote on your behalf; or

– You can sign the enclosed Proxy Form appointing the Chairman or some other person to vote for you.

If you vote by Proxy Form, you should return your form to the Registrar in the enclosed pre-paid envelope so that it is received by no later than 11.00am on 21st April 2009. You will find details below of how to withdraw your proxy if you change your mind.

What if I plan to attend the AGM and vote in person?

If you want to vote in person at the AGM there is no need to complete the Proxy Form. Attached to the Proxy Form is a Poll Card for use by those attending the AGM. You should bring the Poll Card with you to the meeting.

If my shares are held in Barclays Sharestore how do I vote?

All Sharestore members can elect to attend, speak and vote at the AGM. If you are a Sharestore member and do not want to attend but do want to vote, you must return the enclosed Proxy Form so that Equiniti Corporate Nominees Limited can appoint whichever person you name on the Proxy Form, to attend and vote on your behalf. If you return the Proxy Form but do not insert the name of your proxy then the Chairman of the meeting will vote on your behalf.

I have been nominated by a shareholder to enjoy information rights, can I vote at the meeting?

No. If you are not a shareholder you do not have a right to vote or to appoint a proxy. However, the agreement that you have with the person who nominated you to enjoy information rights may give you the right to be appointed as their proxy, or to have someone else appointed as a proxy for the AGM and to attend, speak and vote on their behalf. If you have any questions you should contact the registered shareholder (the custodian or broker) who looks after your investment on your behalf.

How will my shares be voted if I appoint a proxy?

The person you name on your Proxy Form must vote in accordance with your instructions. If you do not give them any instructions, a proxy may vote or not vote as he or she sees fit on any business of the AGM. Please see the explanatory notes on your Proxy Form.

Can I appoint anyone to be a proxy?

Yes. You can appoint your own choice of proxy or you can appoint the

Chairman as your proxy. Your proxy does not need to be a Barclays shareholder.

Can I appoint more than one proxy?

Yes. You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to the same share. To appoint more than one proxy you should photocopy the Proxy Form and indicate in the box that this is one of multiple instructions.

Can I change my mind once I have appointed a proxy?

Yes. If you change your mind, you can send a written statement to that effect to the Registrar. The statement must arrive with the Registrar by

11.00am on 21st April 2009, or you should bring it along to the AGM.

If you hold your shares in Barclays Sharestore, your statement must be received by the Registrar by 11.00am on 21st April 2009. If you have returned the Proxy Form to appoint someone as your proxy and have changed your mind your new instruction must be received by the Registrar by no later than 11.00am on 21st April 2009.

How are the votes counted?

Each of the resolutions set out in the Notice of Meeting will be voted upon on a poll. The passing of resolutions 1 to 22 are determined by a majority of votes. Resolutions 23 to 25 are being proposed as special resolutions and will therefore require a 75% majority of votes cast for them to be passed.

Our Registrar counts the proxy votes received before the AGM and then counts the votes cast at the AGM itself. An independent third party, Electoral Reform Services, has been appointed by Barclays to monitor the shareholder voting process.

When will the results of the voting be declared?

The preliminary results of voting on the resolutions to be proposed at the AGM will be displayed in the meeting room shortly after the AGM. The final results will be announced to the London Stock Exchange and will appear on our website at www.barclays.com/investorrelations.

I am a corporate shareholder – what do I need to do to attend the AGM?

Representatives of shareholders that are corporations will have to produce evidence of their proper appointment when attending the AGM. Please contact our Registrar if you need further guidance on this.

Can I ask a question at the AGM?

Yes, although questions should only be asked relating to the business of the AGM. If you would like to ask a question at the AGM, you can register your question at the Question Registration Point in the Benjamin Britten Lounge before the AGM starts. You can also register your question in the meeting room once the AGM has started. Shareholders who are unable to attend the meeting still have the opportunity to submit a question to the Board by writing to the Company Secretary at Barclays PLC, 1 Churchill Place, London E14 5HP or emailing privateshareholderrelations@barclays.com. These questions will be answered at the meeting and a summary of the questions asked at the AGM will be available on the Barclays website at www.barclays.com/investorrelations.

Please try to keep your questions short and relevant to the business of the AGM. We want all shareholders to have the opportunity to ask questions. Customer issues If you would like to ask a question about a personal matter at the AGM you should go to the Customer Relations Point in the Benjamin Britten Lounge. This is staffed by Senior Customer Relations personnel. All questions raised will be reviewed by the Chairman after the AGM and a reply will be sent out within 14 days.

Personal shareholding

If you would like to ask a question about your personal shareholding you should go to the Shareholder Enquiry Point in the Benjamin Britten Lounge. This is staffed by the Registrar and Barclays Stockbrokers and will be open both before and after the AGM.

Barclays PLC Notice of Meeting 2009 7

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Additional information for shareholders attending the Annual General Meeting

Venue

The AGM will be held in the Fleming Room on the third floor of The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE. A map showing the location of the venue can be found on the enclosed Attendance Card. The AGM will start promptly at 11.00am. You should allow 15 to 20 minutes for security and registration formalities.

Security

For safety reasons, security checks will be carried out on entry to the venue. You will be asked to leave large bags in the cloakroom and small bags may be searched. No cameras, video recorders or tape recorders should be taken into the AGM. Mobile phones and other electronic communication devices should be turned off.

Cloakrooms

Cloakroom facilities, for the storage of coats, large bags, etc., are located at the rear of the ground floor foyer.

Lifts

Barclays staff will be on hand to guide you to the lifts to the third floor.

Registration

Attendance Cards should be presented to the Registrar’s staff, who will be available as you arrive at the venue. Corporate representatives, proxies and guests and BarclayShare clients should register at the relevant registration desks, which are clearly signposted on the ground floor.

Persons with disabilities

The venue has full wheelchair access. If you are hard of hearing, there will be facilities available in the meeting room, including an induction loop system. The AGM will also be signed. An audio cassette and a CD containing extracts from the 2008 Annual Review is available, free of charge, either on request in writing to the Registrar or at the AGM.

First aid

First aid facilities will be available. Please approach any member of Barclays staff.

Refreshments

Tea and coffee will be available before the AGM. After the business of the AGM has been concluded, light refreshments will be available in the Benjamin Britten Lounge, which is next to the Meeting Room on the third floor.

AGM schedule

23rd April 2009 10.00am

Registration desks open.

Tea and coffee available in the Benjamin Britten Lounge. Q&A registration opens.

11.00am

The AGM starts in the Fleming Room.

1.00pm (approximately)

Light refreshments available in the Benjamin Britten Lounge.

The results of the polls are expected to be released to the London Stock Exchange on 23rd April 2009.

Printed on Revive 100 Offset made from 100% FSC certified recycled fibre sourced from de-inked post-consumer waste. The printer and manufacturing mill are both credited with ISO 14001 Environmental Management Systems Standard and both are FSC certified.

9910117 www.barclays.com/annualreport08

8 Barclays PLC Notice of Meeting 2009 | Find out more at www.barclays.com/annualreport/08

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Barclays PLC Proxy Form for the Annual General Meeting

to be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 23rd April 2009 at 11.00am

+ Voting ID: Task ID: Shareholder Reference Number: +

You can vote your Barclays shares by completing and sending this form back in the enclosed pre-paid envelope, or you can vote online at www.barclays.com/investorrelations/vote. Before completing this form please read the explanatory notes on the back of the form.

I/We hereby appoint the Chairman of the meeting, or as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Barclays PLC (the Company) to be held on Thursday 23rd April 2009 and at any adjournment of that meeting.

Resolutions

The full wording of the resolutions and biographical details of those Directors standing for re-election at the 2009 AGM are 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 you do not complete the boxes below the person you appoint as proxy can decide whether, and how, he or she votes.

Vote Vote For Against Withheld For Against Withheld

1. To receive the Reports of the Directors and 14. That Frederik Seegers be re-elected Auditors and the audited accounts for the a Director of the Company. year ended 31st December 2008.

2. To approve the Directors’ Remuneration Report 15. That Sir John Sunderland be re-elected for the year ended 31st December 2008. a Director of the Company.

3. That Simon Fraser be re-elected a Director 16. That John Varley be re-elected a Director of the Company. of the Company.

Important: fold along this line

4. That Marcus Agius be re-elected a Director 17. That Patience Wheatcroft be re-elected of the Company. a Director of the Company.

5. That David Booth be re-elected a Director 18. To reappoint PricewaterhouseCoopers LLP of the Company. as the Auditors of the Company.

6. That Sir Richard Broadbent be re-elected 19. To authorise the Directors to set the a Director of the Company. remuneration of the Auditors.

7. That Richard Leigh Clifford be re-elected 20. To authorise the Company and its a Director of the Company. subsidiaries to make political donations and incur political expenditure.

8. That Fulvio Conti be re-elected a Director of the Company. 21. To authorise the increase in authorised ordinary share capital of the Company.

9. That Robert E Diamond Jr be re-elected a Director of the Company. 22. To authorise the Directors to allot securities.

10. That Sir Andrew Likierman be re-elected a Director of the Company. 23. To authorise the Directors to allot equity securities for cash other than on a pro-rata 11. That Christopher Lucas be re-elected basis to shareholders and to sell treasury shares. a Director of the Company.

24. To authorise the Company to purchase 12. That Sir Michael Rake be re-elected its own shares. a Director of the Company.

25. To authorise the Directors to call general 13. That Stephen Russell be re-elected meetings (other than an AGM) on not a Director of the Company. less than 14 clear days’ notice.

Please indicate with an X if this Proxy Form is one of multiple instructions being given. Please refer to note 3 overleaf.

Signature(s) Date

Please complete and return this Proxy Form in the enclosed pre-paid envelope so that it is received by the Registrar no later than 11.00am on Tuesday 21st April 2009.

+ +

2674-052-S

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Barclays PLC

How to ask a question

If you intend to ask a question relating to the business of the meeting

You should register your question at the Question Registration Point in the Benjamin Britten Lounge before the meeting starts. There is also provision to register your question within the meeting room once the meeting has started.

If you would like to ask a question about a personal matter

You should go to the Customer Relations Point in the Benjamin Britten Lounge. This is staffed by Senior Customer Relations personnel who will be available before, during and after the meeting. All questions raised will be reviewed by the Chairman following the meeting and a reply will be sent out to you within 14 days.

Attendance Card

Information for shareholders attending the 2009 AGM The AGM will be held at The Queen Elizabeth II

Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 23rd April 2009 at 11.00am.

If you plan to attend the AGM, please bring this card with you. This card will allow you entry to the meeting with a minimum of formality. You will be given full instructions on what to do with this card at the appropriate time during the meeting.

How to find the AGM

St James’s Park QEII Conference

Centre Westminster Great George Street Westminster Bridge Birdcage Walk

Main Parliament

Entrance Square

Houses of Parliament Petty France Tothill Street Westminster Abbey St James’s Park Victoria

Street

Victoria Station

Parking facilities are available but limited. Victoria Station is approximately 15 minutes walk away. The nearest tube stations are Westminster on the District, Circle and Jubilee lines and St James’s Park on the District and Circle lines. Bus routes 24, 11 and 211 all stop nearby.

Log on to Barclays e-view and see the benefits!

If you join Barclays e-view or are an existing e-view member, we will automatically enter you into our free prize draw to win one of five £100 cash prizes!

Barclays e-view is an easy and convenient way to:

– Access your Barclays shareholding details and check your share sales, purchases or transfers;

– Receive important shareholder information directly to your email address;

– View dividend information, including electronic tax vouchers;

– Change your address and/or bank details online;

– See shareholder documents such as the Annual Review, Annual Report or Results Announcements online; and

– Register your voting instructions for General Meetings. For more detail, see overleaf

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Barclays PLC This card should only be completed during the meeting.

Holders of ordinary shares as well as proxies and authorised Poll card for the Annual representatives of corporations are entitled to vote.

Please write an X in the For, Against or Vote Withheld box for each General Meeting resolution below. If you wish to cast your votes partly for and partly against a resolution, you should write the number of votes cast for and against in the appropriate box.

to be held at The Queen Elizabeth II Conference

Centre, Broad Sanctuary, Westminster, London Signature(s) SW1P 3EE on Thursday 23rd April 2009 at 11.00am

Date

Resolutions

Vote Vote For Against Withheld For Against Withheld

1. To receive the Reports of the Directors and 14. That Frederik Seegers be re-elected Auditors and the audited accounts for the a Director of the Company. year ended 31st December 2008.

15. That Sir John Sunderland be re-elected

2. To approve the Directors’ Remuneration Report a Director of the Company. for the year ended 31st December 2008.

16. That John Varley be re-elected a Director

3. That Simon Fraser be re-elected a Director of the Company. of the Company.

17. That Patience Wheatcroft be re-elected

4. That Marcus Agius be re-elected a Director a Director of the Company. of the Company.

18. To reappoint PricewaterhouseCoopers LLP

5. That David Booth be re-elected a Director as the Auditors of the Company. of the Company.

19. To authorise the Directors to set the

6. That Sir Richard Broadbent be re-elected remuneration of the Auditors. a Director of the Company.

20. To authorise the Company and its subsidiaries

7. That Richard Leigh Clifford be re-elected to make political donations and incur a Director of the Company. political expenditure.

8. That Fulvio Conti be re-elected a Director 21. To authorise the increase in authorised of the Company. ordinary share capital of the Company.

9. That Robert E Diamond Jr be re-elected 22. To authorise the Directors to allot securities. a Director of the Company.

10. That Sir Andrew Likierman be re-elected 23. To authorise the Directors to allot equity a Director of the Company. securities for cash other than on a pro-rata basis to shareholders and to sell treasury shares. 11. That Christopher Lucas be re-elected a Director of the Company. 24. To authorise the Company to purchase its own shares.

12. That Sir Michael Rake be re-elected a Director of the Company. 25. To authorise the Directors to call general meetings (other than an AGM) on not less 13. That Stephen Russell be re-elected than 14 clear days’ notice. a Director of the Company.

Log on to e-view and see the benefits!

An increasing number of shareholders choose to receive their Barclays Prize draw terms and conditions communications electronically and are discovering the convenience of using The prize is a cheque for £100 the internet and email to find out about their shareholdings and Barclays. 1. We, Barclays PLC, are promoting the prize draw.

2. There will be five prize draws on Tuesday 5th May 2009.

To enter the cash prize draw, you will need to: 3. The winners of the prizes will be the first five names drawn at random from all eligible entries. The draw will be supervised by an independent observer.

1. Go to www.eviewsignup.co.uk 4. The prize draw is open to our private shareholders who are aged 18 or over, live in the United Kingdom and either join e-view or have already joined e-view prior to 11.00am on Friday 1st May 2009. Each shareholder will be entered into the prize draw once.

2. Register for electronic communications by following the 5. You do not need to buy further shares to be entered into the prize draw.

6. We will provide the names and county of the winners, and the name of the independent instructions onscreen. observer, to anyone who sends a stamped address envelope to: The Manager, Shareholder Relations, Barclays Corporate Secretariat, 1 Churchill Place, London E14 5HP, within 28 days of the date of the draw (Tuesday 5th May 2009). The details will also be available on our website.

3. You will be sent an access number in the post the next 7. We will contact each winner within five working days of the draw and ask them for the working day. address we should send the cheque to. We will send out cheques within 10 working days of receipt of this address.

If you have any questions, please contact the Registrar 8. We will be responsible for all costs of sending out cheques to winners. to Barclays. 9. We can publish the names and county of each of the winners, or publicise the prize giving presentation, after the date of the final draw. We may ask each winner to allow us to publish a photograph of them and the winners must not refuse without good reason.

10. If you enter the prize draw we will assume that you accept these terms and conditions. 11. Our decision is final and we will not respond to any questions or complaints about it. 12. We are not responsible for any injuries, loss or damage of any kind arising from or in connection with the prize draw unless, by law, we must accept responsibility.

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Barclays PLC Explanatory notes

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 6.00pm on Tuesday 21st April 2009. This time will still apply for the purpose of deciding if you are entitled to attend and vote if the meeting is adjourned for less than 48 hours. If the meeting is adjourned for a longer time and you still want to attend and vote you must be on the Barclays register of members by no later than 6.00pm two days before the time fixed for the adjourned meeting.

2. Vote online

You can appoint a proxy to vote your shares online at www.barclays.com/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 form. Your votes must be registered by no later than 11.00am on Tuesday 21st April 2009.

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. Write the name of the person you have chosen as your proxy in the box on the Proxy Form unless you wish to appoint the Chairman of the meeting. If no name is inserted the Chairman of the meeting will be authorised to vote on your behalf. If more than one proxy is appointed, each proxy must be appointed to exercise the rights attached to different shares. Unless you complete the form to show how you want them to vote, your proxy or proxies can vote, or not vote, as they see fit, on any resolution. 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.

4. 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.

5. 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 The Registrar to Barclays, Aspect House, Spencer Road, Lancing, West Sussex BN99 6NA in the pre-paid envelope provided, so that it is received by no later than 11.00am on Tuesday 21st April 2009.

6. Joint shareholders

The signature of any one of the joint holders will be enough to appoint the Chairman or one or more proxies to attend and vote at the meeting.

7. 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.

8. Corporate shareholders

If you are attending the meeting as a representative of a shareholder that is a corporation, you will need to show our Registrars evidence that you have been properly appointed to gain entry to the AGM.

9. 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 21st April 2009. 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. 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.

Shareholder information

If you need help contact the Registrar to Barclays If you move house

Telephone Postal address Please remember to tell the Registrar if you are moving 0871 384 2055* The Registrar to Barclays house. When you write to the Registrar to let them know (in the UK) Aspect House that you have moved house, you must enclose a copy of +44 121 415 7004 Spencer Road your dividend tax voucher or share certificate. This is (from overseas) Lancing important to protect the security of your shareholding. If you West Sussex are an e-view member you can change your details online.

BN99 6DA

Email questions@share-registers.co.uk

The paper used throughout this document is produced from Elemental Chlorine Free (ECF) pulps. The wood for these is sourced from fully sustainable forests. Additionally, the manufacturing mill is certified to ISO 9002 Quality Assurance standard, the ISO 14001 Environmental Management standard, and registered with EMAS (the Eco-Management and Audit Scheme).

* Calls to this number are charged at 8p per minute if using a BT landline. Call charges may vary if using other telephone providers.

ISO 14001 EMAS EMAS-Verified Environmental Management. Produced at an EMAS registered mill ECF ELEMENTAL CHLORINE FREE ENVIRONMENTAL FRIENDLY

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Barclays PLC Sharestore Proxy Form for the Annual General Meeting

to be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 23rd April 2009 at 11.00am

+ Voting ID: Task ID: Sharestore Reference Number: +

I/We hereby instruct Equiniti Corporate Nominees Limited to appoint the Chairman of the meeting, or to attend and vote on my/our behalf at the Annual General Meeting of Barclays PLC (the Company) to be held on Thursday 23rd April 2009 and at any adjournment of that meeting.