Barclays : AGM 2020 Questions and Answers

As we announced in our Notice of Meeting, in light of the coronavirus (COVID-19) situation, and in accordance with the UK Government's current guidance on social distancing and prohibition on non- essential travel and public gatherings, shareholders will unfortunately be unable to attend our AGM this year. We have encouraged shareholders to submit questions to the Board in advance of the AGM. Responses to the most frequently asked questions across key themes received as at 30 April 2020 can be found below.

Shareholders are reminded that the deadline for receipt of electronic proxy appointments and signed proxy forms is 11:00 am on Tuesday 5 May 2020. Further details on how to ask questions and how to vote are set out in the Notice of Meeting, available at home.barclays/agm.

COVID-19 - IMPACT ON OUR AGM

Does your 2020 AGM comply with the Companies Act 2006 and the Company's articles of association? How can it be a valid AGM where shareholders are unable to attend in person?

We very much regret that shareholders will not be able to attend the AGM. However it is important that we all, the Company and shareholders alike, comply with the law and do all that we can to minimise the spread of the COVID-19 virus.

We are required by company law to hold our AGM by 30 June 2020 and the proposed format for this year's AGM complies with the Company's articles of association and applicable law and with the best practice guidelines published by the independent governance body, The Chartered Governance Institute. These guidelines have been endorsed by various legal and regulatory bodies (including the FRC) and have also been reviewed by BEIS.

The AGM will be attended by the Chairman and a limited number of directors and employees who are also shareholders and who are required to be at our headquarters for necessary work purposes, to ensure that the meeting is quorate and to conduct the business of the meeting, but we will have in place social distancing measures and other appropriate safeguards to protect the health of those attending the meeting.

Why are you not holding a "virtual" or "hybrid" AGM, which would allow shareholders to interact in the proceedings, even if they cannot be there in person?

Holding a virtual or hybrid meeting adds an additional element to the AGM and would require the attendance of additional people from both Barclays and third party contractors and we do not think that this is appropriate given the COVID-19 risks. We think that it is prudent and appropriate to minimise the need for additional people to attend the AGM given the UK Government's guidance on social distancing and restrictions on non-essential travel and public gatherings.

In addition, our Articles of Association do not provide for virtual or hybrid meetings.

Shareholders can still exercise their votes and raise questions on the business of the meeting by following the instructions set out in the notice of AGM.

Will you be broadcasting the AGM, so that shareholders can listen to proceedings?

As set out in our Notice of Meeting, given the ongoing COVID-19 situation, the usual format of the AGM will be condensed and will only include the formal business of the Meeting. In view of the

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meeting format changes, and the need to keep to a minimum the people present at the AGM, including those who would be required to assist with logistics and communications, we have decided not to broadcast our AGM. Both the Chairman and the CEO will pre-record presentations which will be available on the Company's website from 9am on the morning of the AGM.

Equiniti will act as scrutineers and the results of the poll votes on the proposed resolutions will be announced, in the usual way, as soon as practicable after the conclusion of the AGM.

We will continue to engage extensively with our shareholders in the coming months, including in advance of our progress update on our climate change strategy and targets which we intend to give later this year.

COVID-19 - WHAT IS BARCLAYS DOING TO HELP?

What is Barclays doing to support customers and communities through the current crisis?

Barclays is committed to helping its customers, clients, colleagues and the wider community deal with the current unprecedented medical and economic crisis caused by COVID-19, and in preparing for recovery in its aftermath. For example, as at 24 April 2020:

• We have granted repayment holidays on over 94,000 mortgages, and on over 57,000 loans.
• We have provided an interest free buffer on overdrafts for 5.4 million customers, and beyond that we have reduced and capped charges until at least July.
• We have waived late payment fees and cash advance fees for 8 million Barclaycard customers, and granted some 87,000 payment holidays.
• 655 branches remain open across the UK, providing vital banking services, while our teams are fielding around 260,000 calls every week - that's 44% higher than the typical volume.
• We have approved 3,760 Coronavirus Business Interruption Loan Scheme (CBILS) loans, with a total value of £737 million, and we expect those numbers to increase rapidly in the coming weeks.
• We have also been central to helping larger businesses to access the Bank of England and Treasury Covid Corporate Financing Facility (CCFF) programme. So far, we've facilitated £7.2bn of commercial paper issuance for clients - that's 45% of total CCFF funding.
• We have launched a £100 million Community Aid Package, made up of £50 million in grants for charity partners in the UK and our international markets, and £50 million to match colleague donations.

DIVIDEND

Why was the dividend cancelled?

The COVID-19 pandemic has had, and continues to have, a material impact on business around the world. Against this backdrop, in order to help us serve the needs of businesses and households, the

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Board decided that in 2020 Barclays PLC will not undertake any interim ordinary share dividend payments, accrual of ordinary share dividends, or share buybacks.

In conjunction with this, in response to a request from the UK Prudential Regulation Authority (the "PRA") and to preserve additional capital for use in serving Barclays' customers and clients, the Board agreed to cancel the 6.0p per ordinary share full year 2019 dividend that was due for payment on 3 April 2020.

Why was the dividend cancelled and not suspended?

Barclays PLC cancelled the full year 2019 ordinary share dividend at the request of the PRA. This decision and the decision not to undertake any interim ordinary share dividend payments, accrual of ordinary share dividends or share buybacks in 2020 were difficult to make and were made in conjunction with guidance from the PRA. We were not alone in making these decisions - other financial institutions have made similar decisions and we do recognise the immediate impact they will have on shareholders. However, we believe it is right and prudent, for the many business and people we support, to take the steps we have taken.

Do I have any entitlement to the cancelled dividend?

As explained in Barclays PLC's announcement of 31 March 2020, in response to a request from the UK Prudential Regulation Authority and to preserve additional capital for use in serving Barclays' customers and clients, the Board agreed to cancel the 6.0p per ordinary share full year 2019 dividend that was due for payment on 3 April 2020. This means that shareholders have no entitlement in relation to the full year 2019 dividend.

Why was no scrip dividend offered?

The terms and conditions of Barclays' Scrip Dividend Programme provides eligible shareholders with the option to be issued ordinary shares instead of a cash dividend (i.e. the scrip dividend is an alternative to a cash dividend rather than mandatory). As the full year 2019 ordinary share dividend was cancelled, there is no entitlement to any cash dividend, meaning that the scrip dividend was also automatically cancelled.

Will there be a full year dividend this year?

The Board will consider and decide on any future dividend policy and amounts after the end of this financial year.

EXECUTIVE PAY

What actions will you take on executive pay in response to COVID-19?

With respect to compensation packages: over the years, we have considered the appropriate balance between returns to shareholders and rewarding employees, and will continue to do so. We also note the PRA statement that it "expects banks not to pay any cash bonuses to senior staff, including all material risk takers, and is confident that bank boards are already considering and will take any

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appropriate further actions with regard to the accrual, payment and vesting of variable remuneration over coming months" (as set out in the PRA's statement of 31 March 2020).

As previously announced:

• Jes Staley and Tushar Morzaria have requested that any increase to their Fixed Pay, as proposed in the 2020 Directors Remuneration Policy (2020 DRP), be postponed until 2021. There will be no increase to their Fixed Pay until at least 2021.
• The Board Remuneration Committee determined that the release of the first portion of Jes
  Staley and Tushar Morzaria's 2017 LTIP awards, that was due to vest in June 2020, will be delayed and will now vest, subject to the LTIP rules, on 8 March 2021.

Nigel Higgins, Jes Staley and Tushar Morzaria have also each decided to donate one-third of their fixed pay for the next six months to charities engaged in supporting vulnerable people impacted by COVID-

19. Their donations will be matched in full by Barclays under the Barclays' Community Aid Package announced in April.

EXECUTIVE TEAM

In light of the further regulatory investigation into Mr Staley, can you explain why the Board has recommended his re-election?

As disclosed on page 63 of the Barclays PLC 2019 Annual Report, the relationship between Jes Staley and Jeffery Epstein was, in the summer of 2019, the subject of an enquiry from the FCA, to which the Company responded. The FCA and PRA subsequently commenced an investigation, which is ongoing, into Mr. Staley's characterisation to the Company of his relationship with Mr. Epstein and the subsequent description of that relationship in the Company's response to the FCA.

Based on a review, conducted with the support of external counsel, of the information available to us and representations made by Mr. Staley, the Board (the Executive Directors having been recused) believes that Mr Staley has been sufficiently transparent with the Company as regards the nature and extent of his relationship with Mr. Epstein. Accordingly, Mr. Staley retains the full confidence of the Board and is being unanimously recommended for re-election at the AGM.

SHARE PRICE PERFORMANCE

Why is the share price so low?

We are not happy with where the share price is and we do not feel the share price reflects the strengths of Barclays' business. However, there are a number of factors which can affect a share price beyond business performance, including (among other things) supply and demand, peer performance, macro-economic conditions, speculation and political factors. In particular, we believe that the share price is currently impacted by (among other things) continued post-Brexit uncertainty as well as the uncertainty caused by the COVID-19 pandemic.

We do hope that, once macro-economic uncertainties relent and business recovers, as well as political issues resolve, the Barclays' share price will improve and reflect what we believe Barclays true value is (although we do note that other factors may come into play which could affect the share price).

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CLIMATE CHANGE

Why does the Board not support the ShareAction Climate Change resolution and if so, why aren't you recommending that shareholders vote against it?

The Board is not making a formal recommendation to vote against the ShareAction resolution (resolution 30). However, the Board's position is very clear in that it both opposes the ShareAction resolution, and has a strong preference that shareholders vote against it and vote in favour of the Board's own resolution (resolution 29).

There are very good reasons for voting against resolution 30, and these are set out in the supporting statement to the Board's resolution on the environment (Appendix 4 of the Notice of Meeting). Any special resolution adopted at the AGM binds the Board and the Company in effect as if it had the force of law. It is therefore critical that any such resolution be understandable, practical and capable of implementation, and provides clear direction for the bank's management to build into strategy. The Board is concerned the ShareAction resolution does not pass this test.

The resolution put forward by Barclays is more ambitious than the ShareAction resolution, as the bank is committing to align the entirety of its portfolio, starting with the energy and power sectors, but not stopping there. In our view, Barclays' resolution is also more practical and productive, as it would help to work to steward the transition of the economy. The ShareAction resolution would require us to "phase out" support to our clients. It does not pay sufficient attention to the importance of transition and of taking our clients with us on this journey.

The Barclays resolution embraces creating clear, time-bound targets and transparent disclosure of its progress.

Barclays has already taken several important steps in relation to sensitive sectors such as Arctic oil and gas, thermal coal and the oil sands. You can find out more about our plans on our website at home.barclays/climatechange.

Can Barclays speed up delivery of its Climate Change strategy?

Our ambition is to become a net zero bank by 2050 across our direct and indirect emissions (scopes 1,2 and 3). This ambition is aligned with the UK Government's own target to bring all greenhouse gas emissions to net zero by 2050. While that approach allows for transition over time Barclays recognises that immediate and ambitious action is required to limit global temperature increases to the levels outlined in the Paris Agreement.

We have therefore also made a commitment to align our portfolio to the goals and timelines of the Paris Agreement - thereby ensuring we are moving at the pace which climate scientists have outlined as necessary to meet the climate crisis. This commitment applies across our lending as well as underwriting, and across all sectors. We have already published indicative goals for two key industries: 30% reduction in CO2 intensity in our power portfolio and 15% reduction in CO2 intensity in our energy portfolio by the end of 2025.

We are currently working on a methodology to achieve this commitment, building on the work already done by industry and scientific groups, and we plan to publish details of this along with more detailed

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metrics and time-bound targets in November 2020. We will report progress against these targets regularly, starting in 2021.

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Disclaimer

The information, statements and opinions set out in this document are for informational and reference purposes only. This document does not purport to be comprehensive nor provide any form of legal, tax, investment, accounting, financial or other advice. This document has been prepared by Barclays PLC (together with its subsidiaries, the "Group") and has not been independently verified by any person. You should consult your own advisers as to legal, tax, investment, accounting, financial or other related matters. None of the Group, any member of the Group, any of their respective affiliates or any of their respective officers, employees, agents or advisers undertakes, or is under any obligation, to provide the recipient with access to any additional information, to update, revise or supplement this document or any additional information or to remedy any inaccuracies in or omissions from this document.

Forward-looking Statements

This document contains certain forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and Section 27A of the US Securities Act of 1933, as amended, with respect to the Group. Barclays cautions readers that no forward-looking statement is a guarantee of future performance and that actual results or other financial condition or performance measures could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'may', 'will', 'seek', 'continue', 'aim', 'anticipate', 'target', 'projected', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'achieve' or other words of similar meaning. Forward-looking statements can be made in writing but also may be made verbally by members of the management of the group (including, without limitation, during management presentations to financial analysts) in connection with this document. Examples of forward-looking statements include, among others, statements or guidance regarding or relating to the Group's future financial position, income growth, assets, impairment charges, provisions, business strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend payout ratios and expected payment strategies), projected levels of growth in the banking and financial markets, projected costs or savings, any commitments and targets, estimates of capital expenditures, plans and objectives for future operations, projected employee numbers, IFRS impacts and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. The forward-looking statements speak only as at the date on which they are made and such statements may be affected by changes in legislation, the development of standards and interpretations under IFRS, including evolving practices with regard to the interpretation and application of accounting and regulatory standards, the outcome of current and future legal proceedings and regulatory investigations, future levels of conduct provisions, the policies and actions of governmental and regulatory authorities, geopolitical risks and the impact of competition. In addition, factors including (but not limited to) the following may have an effect: capital, leverage and other regulatory rules applicable to past, current and future periods; UK, US, Eurozone and global macroeconomic and business conditions; the effects of any volatility in credit markets; market related risks such as changes in interest rates and foreign exchange rates; effects of changes in valuation of credit market exposures; changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of any entity within the Group or any securities issued by such entities; direct and indirect impacts of the coronavirus (COVID-19) pandemic; instability as a result of the exit by the UK from the European Union and the disruption that may subsequently result in the UK and globally; and the success of future acquisitions, disposals and other strategic transactions. A number of these influences and factors are beyond the Group's control. As a result, the Group's actual financial position, future results, dividend payments, capital, leverage or other regulatory ratios or other financial and non-financial metrics or performance measures may differ materially from the statements or guidance set forth in the Group's forward-looking statements. Additional risks and factors which may impact the Group's future financial condition and performance are identified in our filings with the SEC (including, without limitation, our Annual Report on Form 20-F for the fiscal year ended 31 December 2019 and our Q1 2020 Results Announcement for the three months ended 31 March 2020 filed on Form 6-K), which are available on the SEC's website at www.sec.gov.

Subject to our obligations under the applicable laws and regulations of any relevant jurisdiction, (including, without limitation, the UK and the US), in relation to disclosure and ongoing information, we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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