Barclays : New Articles of Association

Company No. 48839

________________________________________

THE COMPANIES ACT 2006

________________________________________

________________________________________

PUBLIC COMPANY LIMITED BY SHARES

________________________________________

ARTICLES OF ASSOCIATION

OF

BARCLAYS PLC

(as adopted by special resolution on 9 May 2024)

	CONTENTS
PRELIMINARY	1
1.	Interpretation	1
2.	Model articles or regulations not to apply	4
LIABILITY OF MEMBERS	5
3.	Limited liability	5
SHARE CAPITAL	5
4.	Preference shares	5
5.	Allotment and pre-emption	14
6.	Power to issue different classes of shares	14
7.	Rights and restrictions attaching to shares	14
8.	Variation of rights	14
9.	Financial assistance for the acquisition of the Company's shares	15
10.	Commission	15
11.	Trusts not recognised	15
12.	Uncertificated shares	15
SHARE CERTIFICATES	16
13.	Right to certificate	16
14.	Replacement certificates	17
LIEN__	17
715.	Company's lien on shares not fully paid	17
16.	Enforcement of lien by sale	18
17.	Application of proceeds of sale	18
CALLS ON SHARES	18
18.	Calls	18
19.	Power to differentiate	19
20.	Interest on calls	19
21.	Payment in advance	19
22.	Amounts due on allotment or issue treated as calls	19
FORFEITURE	19
23.	Notice if call not paid	19
24.	Forfeiture for non-compliance	20
25.	Notice after forfeiture	20
26.	Disposal of forfeited shares	20
27.	Arrears to be paid notwithstanding forfeiture	20
28.	Surrender	21

UNTRACED SHAREHOLDERS	21
29.	Power of sale	21
30.	Application of proceeds of sale and dividend forfeiture	22
TRANSFER OF SHARES	22
31.	Method of transfer	22
32.	Right to refuse registration	22
33.	Fees on registration	24
TRANSMISSION OF SHARES	24
34.	On death	24
35.	Election of person entitled by transmission	24
36.	Rights on transmission	25
FRACTIONS OF SHARES	25
37.	Fractions	25
COMPANY NAME	26
38.	Change of Company name	26
GENERAL MEETINGS	26
39.	Annual general meetings	26
40.	Convening of general meetings by the board	26
41.	Convening of general meetings by requirement of the members	26
42.	Length and form of notice	27
43.	Omission to send notice	27
44.	Postponement of general meetings	27
PROCEEDINGS AT GENERAL MEETINGS	28
45.	Quorum	28
46.	No business to be transacted unless quorum present	28
47.	Procedure if quorum not present	28
48.	Chair	28
49.	Attendance and speaking at general meetings	29
50.	Power to adjourn	29
51.	Notice of adjourned meeting	30
52.	Business at adjourned meeting	30
53.	General meetings at more than one place	30
54.	Hybrid meetings	30
55.	Accommodation of members at meeting	31
56.	Orderly conduct and security	32
VOTING	32
57.	Method of voting	32

58.	Procedure on a poll	33
59.	Votes of members	34
60.	No casting vote	35
61.	Restriction on voting rights for unpaid calls etc	35
62.	Voting by proxy	35
63.	Appointment of proxy	36
64.	Validity of actions by proxy or representative of a corporation	37
65.	Corporate representatives	38
66.	Objections to and error in voting	38
67.	Amendments to special resolutions	38
68.	Amendments to ordinary resolutions	38
69.	Class meetings	38
70.	Failure to disclose interests in shares	39
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	45
71.	Number of directors	45
72.	Power of the Company to appoint directors	41
73.	Power of the board to appoint directors	41
74.	Appointment of executive directors	41
75.	Eligibility of new directors	42
76.	Voting on resolution for appointment	42
77.	Retirement by rotation	42
78.	Directors subject to retirement	43
79.	Position of retiring director	43
80.	Deemed reappointment	43
81.	No retirement on account of age	44
82.	Removal by ordinary resolution	44
83.	Vacation of office by director	44
ALTERNATE DIRECTORS	45
84.	Appointment	45
85.	Revocation of appointment	45
86.	Participation in board meetings	45
87.	Responsibility	46
REMUNERATION, EXPENSES AND PENSIONS	46
88.	Directors' fees	46
89.	Additional remuneration	46
90.	Expenses	47
91.	Remuneration and expenses of alternate directors	47

92.	Directors' pensions and other benefits	47
93.	Remuneration of executive directors	48
POWERS AND DUTIES OF THE BOARD	48
94.	Powers of the board	48
95.	Powers of directors being less than minimum required number	48
96.	Powers of executive directors	48
97.	Delegation to committees and certain subsidiaries	49
98.	Attorneys and Agents	49
99.	Execution of certain instruments	49
100.	Loans to directors	50
101.	Associate directors	50
102.	Exercise of voting powers	50
103.	Provision for employees	50
104.	Registers	51
105.	Borrowing powers	51
106.	Register of charges	51
107.	Directors' interests	51
PROCEEDINGS OF DIRECTORS AND COMMITTEES	55
108.	Board meetings	56
109.	Notice of board meetings	56
110.	Quorum	56
111.	Chair of board	56
112.	Voting	57
113.	Participation by Electronic means	57
114.	Resolution in writing	57
115.	Proceedings of committees	57
116.	Records of proceedings	58
117.	Validity of proceedings of board or committee	58
SECRETARY AND AUTHENTICATION OF DOCUMENTS	58
118.	Secretary	58
119.	Authentication of documents	59
SEALS	59
120.	Safe custody	59
121.	Application of seals	59
DIVIDENDS AND OTHER PAYMENTS	59
122.	Declaration of dividends	59
123.	Interim and other dividends	60

124.	Entitlement to dividends	60
125.	Method of payment	60
126.	Dividends not to bear interest	62
127.	Calls or debts may be deducted from dividends etc	62
128.	Unclaimed dividends etc	62
129.	Uncashed dividends	62
130.	Payment of dividends in specie	63
131.	Payment of scrip dividends	63
132.	Board powers to carry profits to reserve and to carry forward profits	65
133.	Capitalisation of profits	66
134.	Record dates	67
ACCOUNTS	67
135.	Keeping and inspection of accounts	67
136.	Accounts to be sent to members etc	67
137.	Appointment of auditors	68
NOTICES AND COMMUNICATIONS	68
138.	Form of notices and communications by the Company	68
139.	Notice by advertisement	68
140.	Deemed delivery of notices, documents and information	69
141.	Notice binding on transferees etc	69
142.	Notice in case of joint holders and entitlement by transmission	69
143.	Members not entitled to notices, documents and information	70
MISCELLANEOUS	70
144.	Destruction of documents	70
145.	Winding up	71

146. Indemnity of officers, funding directors' defence costs and power to purchase insurance

......................................................................................................................................71

Company No. 48839

________________________________________

THE COMPANIES ACT 2006

________________________________________

_______________________________________

PUBLIC COMPANY LIMITED BY SHARES

_______________________________________

ARTICLES OF ASSOCIATION

OF

BARCLAYS PLC

PRELIMINARY

1. INTERPRETATION

1.1 In these articles, unless the context otherwise requires: "Act" means the Companies Act 2006;

"articles" means these articles of association as altered from time to time; "auditors" means the auditors from time to time of the Company;

"board" means the board of directors from time to time of the Company or the directors present at a duly convened meeting of the directors at which a quorum is present;

"business day" means a day (not being a Saturday or Sunday) on which clearing banks are open for business in London;

"cash memorandum account" an account so designated by the Operator of the relevant system concerned;

"certificated" means, in relation to a share, a share which is not in uncertificated form; "chair" means the chair for the time being of the board;

1

"clear days" means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

"company" includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Act;

"default shares" has the meaning given to it in article 70.1;

"director" means a director of the Company;

"electronic platform" means any form of electronic platform and includes, without limitation, website addresses, application technology, conference call systems and other forms of electronic communications technology;

"entitled by transmission" means, in relation to a share, entitled as a consequence of the death or bankruptcy of a member, or as a result of another event giving rise to a transmission of entitlement by operation of law;

"executed" includes, in relation to a document, execution under hand or under seal or by any other method permitted by law;

"FCA" means the Financial Conduct Authority or its successors from time to time;

"FSMA" means the Financial Services and Markets Act 2000;

"group" means the Company and its subsidiary undertakings;

"holder" means, in relation to a share, the member whose name is entered in the register as the holder of that share;

"hybrid meeting" means a general meeting hosted on an electronic platform, where that meeting is physically hosted at a specific location simultaneously;

"in writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise;

"Listing Rules" means the listing rules made by the FCA under Part VI of FSMA;

"London Stock Exchange" means London Stock Exchange plc or any other body which assumes the functions of that company as its successor;

"member" means a member of the Company;

"office" means the registered office for the time being of the Company;

"ordinary shares" means the ordinary shares of £0.25 each in the capital of the Company;

"paid", "paid up" and "paid-up" mean paid or credited as paid;

2

"PRA" means the Prudential Regulation Authority or its successors from time to time;

"qualifying person" means an individual who is a member of the Company, a person authorised under section 323 of the Act to act as the representative of a corporation in relation to a meeting or a person appointed as proxy of a member in relation to the meeting;

"register" means the register of members of the Company kept pursuant to section 113 of the Act or the issuer register of members and Operator register of members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations 2001 and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share;

"retiring directors" has the meaning given to it in article 80.2.2;

"seal" means the common seal of the Company or any official or securities seal that the Company may have or may be permitted to have under the Act;

"secretary" means the secretary of the Company and includes any joint, assistant or deputy secretary and a person appointed by the board to perform the duties of the secretary;

"Transparency Rules" means the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA;

"uncertificated proxy instruction" means an instruction or notification sent by means of a relevant system and received by such participant in that system acting on behalf of the Company as the board may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the board (subject always to the facilities and requirements of the relevant system concerned);

"Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001, as amended from time to time, including any provisions of or under the Act which alter or replace such regulations;

"uncertificated" means, in relation to a share, a share title to which is recorded in the register as being held in uncertificated form and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of a relevant system; and

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

The expressions "issuer register of members", "Operator", "Operator-instruction","Operator register of members", "participating issuer", "participating security" and "relevant system" have the same meaning as in the Uncertificated Securities Regulations.

1.2 Unless the context otherwise requires, words and expressions to which a particular meaning is given by the Act, as in force when the articles are adopted, shall have the same meaning in the articles, except where the word or expression is otherwise defined in the articles.

3

1. All references in the articles to the giving of instructions by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations. The giving of such instructions shall be subject to:
2. 1. the facilities and requirements of the relevant system;
   2. the Uncertificated Securities Regulations; and
   3. the extent to which such instructions are permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system.
3. Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution is also effective for that purpose.
4. References to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
5. References to a person being "present" at or "attending" a general meeting means, for the purposes of physical meetings, present in person or, for the purposes of a hybrid meeting, present in person or by means of an electronic platform.
6. References to a person's "participation" in the business of any general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Act or the articles to be made available at the meeting and "participate" and "participating" shall be construed accordingly.
7. References to "speak", "hear" and "be heard" shall be interpreted in accordance with article 49.3.
8. The ejusdem generis principle of construction shall not apply. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words.
9. The headings in the articles do not affect the interpretation of the articles.
10. References to a "debenture" include debenture stock.
11. References to any statutory provision or statute include all modifications thereto and all re-enactments thereof (with or without modification) and all subordinate legislation made thereunder in each case for the time being in force. This article does not affect the interpretation of article 1.2.

2. MODEL ARTICLES OR REGULATIONS NOT TO APPLY

No model articles or regulations contained in any statute or subordinate legislation including the regulations contained in Table A in the schedule to the Companies (Tables A to F) Regulations 1985 or the model articles contained in the schedule to the Companies (Model Articles) Regulations 2008 apply to the Company.

4