SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

 

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

Barclays PLC

(Exact Name of Registrant as Specified in Its Charter)

 

N/A

(Registrant’s Name for Use in English)

 

England
(State or Other Jurisdiction of Incorporation or Organization) 		None
(I.R.S. Employer Identification Number)

 

1 Churchill Place

London E14 5HP

United Kingdom

(Address of Principal Executive Offices)

 

Barclays Group Share Value Plan

(Full Title of the Plan)

 

Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

United States of America

Tel. No.: 1-212-526-7000

(Name, Address and Telephone Number of Agent for Service)

 

Copies to:

David I. Gottlieb

Cleary Gottlieb Steen & Hamilton LLC

2 London Wall Place

London EC2Y 5AU

United Kingdom

Tel. No.: 011-44-20-7614-2230

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large accelerated filer   ☒   Accelerated filer  ☐
  Non-accelerated filer     ☐ (Do not check if a smaller reporting company) Smaller reporting company
  Smaller reporting company  ☐    
  Emerging growth company  ☐    

 

 

 

 
 

 

CALCULATION OF REGISTRATION FEE

 

Title of  Securities to Be Registered Amount to Be
Registered (1) 		Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of
Registration Fee (2)
Ordinary shares of Barclays PLC, nominal value 25p per share        
To be issued under the Barclays Group Share Value Plan (3) 565,000,000 shares $2.4879 $1,405,679,591.20 $130,306.50

 

(1) The amount of ordinary shares of Barclays PLC, nominal value 25p per share (“ordinary shares”), being registered represents the estimated maximum aggregate amount that can be awarded to employees in the United States pursuant to the Barclays Group Share Value Plan, including the Joiners Share Value Plan.
(2) In accordance with Rule 457(h), the maximum offering price per share has been calculated pursuant to Rule 457(c) based upon the average of the high and low price of the ordinary shares on the London Stock Exchange of £1.8757 on December 6, 2021. The translation of pounds sterling into U.S. dollars has been made at the closing spot rate for pounds sterling, as reported by Bloomberg at 5pm, New York City time, on December 6, 2021. Offering prices are estimated solely for the purpose of calculating the registration fee.
(3) The ordinary shares may be represented by American Depositary Shares, each of which represents four ordinary shares. American Depositary Shares, which may be evidenced by American Depositary Receipts, issuable on deposit of ordinary shares have been registered pursuant to the separate Registration Statement on Form F-6 (File No. 333-261527).
 
 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to plan participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The Annual Report on Form 20-F of Barclays PLC (“Barclays”) for the fiscal year ended December 31, 2020 (File No. 001-09246) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2021, as well as the Current Reports on Form 6-K filed on April 30, 2021 (Film No. 21873775), July 28, 2021 (Film No. 211120050), October 21, 2021 (Film No. 211335865) and November 1, 2021 (Film No. 211367251) are incorporated in this registration statement by reference and made a part hereof.

 

All documents filed by Barclays under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this registration statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents.

 

Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such document shall not create any implication that there has been no change in the affairs of Barclays since its date thereof or that the information contained in it is current as of any time subsequent to its date. Any statement contained in such a document shall be deemed to be modified or superseded for the purpose of this registration statement to the extent that a subsequent statement contained herein or in a subsequently filed document incorporated by reference herein, modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. In addition, any statement contained in any such document shall be deemed to be superseded for the purpose of this registration statement to the extent that a discussion contained herein covering the same subject matter omits such statement. Any such statement omitted shall not be deemed to constitute a part of this registration statement.

 

Item 4. Description of Securities

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel

 

None.

 

Item 6. Indemnification of Directors and Officers

 

The relevant provision of the Articles of Association of Barclays PLC (the “Articles”) in respect of indemnification of directors and officers is Article 146. Terms defined in the Articles shall, unless the context otherwise requires, have the same meaning when used in this section.

  - 1 -  
 

Article 146 of the articles of association of Barclays provides:

(146.1) To the extent permitted by the Act and without prejudice to any indemnity to which he/she may otherwise be entitled, every person who is or was a director or other officer of the Company (other than any person (whether or not an officer of the Company) engaged by the Company as auditor) shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him/her (whether in connection with any negligence, default, breach of duty or breach of trust by him/her or otherwise as a director or such other officer of the Company) in relation to the Company or its affairs provided that such indemnity shall not apply in respect of any liability incurred by him/her:

(146.1.1) to the Company or to any associated company;

(146.1.2) to pay a fine imposed in criminal proceedings;

(146.1.3) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising);

(146.1.4) in defending any criminal proceedings in which he/she is convicted;

(146.1.5) in defending any civil proceedings brought by the Company, or an associated company, in which judgment is given against him/her; or

(146.1.6) in connection with any application under any of the following provisions in which the court refuses to grant him/her relief, namely:

(a) section 661(3) or (4) of the Act (acquisition of shares by innocent nominee); or

(b) section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct).

(146.2) In articles 146.1.4, 146.1.5 or 146.1.6 the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final:

(146.2.1) if not appealed against, at the end of the period for bringing an appeal; or

(146.2.2) if appealed against, at the time when the appeal (or any further appeal) is disposed of.

An appeal is disposed of:

(146.2.3) if it is determined and the period for bringing any further appeal has ended; or

(146.2.4) if it is abandoned or otherwise ceases to have effect.

(146.3) To the extent permitted by the Act and without prejudice to any indemnity to which he/she may otherwise be entitled, every person who is or was a director of the Company acting in its capacity as a trustee of an occupational pension scheme shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him/her in connection with the Company’s activities as trustee of the scheme provided that such indemnity shall not apply in respect of any liability incurred by him/her:

(146.3.1) to pay a fine imposed in criminal proceedings;

(146.3.2) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or

(146.3.3) in defending criminal proceedings in which he/she is convicted.

For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of article 146.2 shall apply in determining when a conviction becomes final.

(146.4) Without prejudice to article 146.1 or to any indemnity to which a director may otherwise be entitled, and to the extent permitted by the Act and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit, the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him/her in defending any criminal or civil proceedings or in connection with an application under section 661(3) or (4) of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct) or in defending himself/herself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure.

  - 2 -  
 

(146.5) Where at any meeting of the board or a committee of the board any arrangement falling within article 146.4 is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 107 and he/she shall not be so entitled to vote or be counted in the quorum.

(146.6) To the extent permitted by the Act, the board may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a person who is or was:

(146.6.1) a director, alternate director or secretary of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect); or

(146.6.2) trustee of a retirement benefits scheme or other trust in which a person referred to in article 146.6.1 is or has been interested,

indemnifying him/her and keeping him/her indemnified against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the Company.

Barclays is subject to the provisions of the U.K. Companies Act 2006 (the “2006 Act”). The relevant provisions of the 2006 Act in respect of indemnification of directors and officers are sections 205, 206, 232 to 238 inclusive and 1157.

Section 205 (Exception for expenditure on defending proceedings etc.) of the 2006 Act provides:

(1) Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc.) for anything done by a company —

(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or (ii) in connection with an application for relief (see subsection (5)), or

(b) to enable any such director to avoid incurring such expenditure,

if it is done on the following terms.

(2) The terms are—

(a) that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of (i) the director being convicted in the proceedings, (ii) judgment being given against him in the proceedings, or (iii) the court refusing to grant him relief on the application; and

(b) that it is to be so repaid or discharged not later than (i) the date when the conviction becomes final, (ii) the date when the judgment becomes final, or (iii) the date when the refusal of relief becomes final.

(3) For this purpose a conviction, judgment or refusal of relief becomes final—

(a) if not appealed against, at the end of the period for bringing an appeal;

(b) if appealed against, when the appeal (or any further appeal) is disposed of.

(4) An appeal is disposed of—

(a) if it is determined and the period for bringing any further appeal has ended, or

(b) if it is abandoned or otherwise ceases to have effect.

  - 3 -  
 

(5) The reference in subsection (1)(a)(ii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 206 (Exception for expenditure in connection with regulatory action or investigation) of the 2006 Act provides:

Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc.) for anything done by a company—

(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him in defending himself (i) in an investigation by a regulatory authority, or (ii) against action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or

(b) to enable any such director to avoid incurring such expenditure.

Section 232 (Provisions protecting directors from liability) of the 2006 Act provides:

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

 

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

(a) section 233 (provision of insurance),

(b) section 234 (qualifying third party indemnity provision), or

(c) section 235 (qualifying pension scheme indemnity provision).

(3) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

Section 233 (Provision of insurance) of the 2006 Act provides:

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

Section 234 (Qualifying third party indemnity provision) of the 2006 Act provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

  - 4 -  
 

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay (i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director (i) in defending criminal proceedings in which he is convicted, or (ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or (iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5) For this purpose —

(a) a conviction, judgment or refusal of relief becomes final (i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

 

(b) an appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect.

(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 235 (Qualifying pension scheme indemnity provision) of the 2006 Act provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay (i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction becomes final (i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect.

  - 5 -  
 

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

Section 236 (Qualifying indemnity provision to be disclosed in directors report) of the 2006 Act provides:

(1) This section requires disclosure in the directors’ report of—

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

Such provision is referred to in this section as “qualifying indemnity provision.”

(2) If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

(3) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

(4) If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

(5) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force.

Section 237 (Copy of qualifying indemnity provision to be available for inspection) of the 2006 Act provides:

(1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies—

(a) to the company of which he is a director (whether the provision is made by that company or an associated company), and

(b) where the provision is made by an associated company, to that company.

(2) That company or, as the case may be, each of them must keep available for inspection—

(a) a copy of the qualifying indemnity provision, or

(b) if the provision is not in writing, a written memorandum setting out its terms.

(3) The copy or memorandum must be kept available for inspection at—

(a) the company’s registered office, or

(b) a place specified in regulations under section 1136.

(4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the provision and must be kept available for inspection during that time.

  - 6 -  
 

(5) The company must give notice to the registrar—

(a) of the place at which the copy or memorandum is kept available for inspection, and

(b) of any change in that place,

unless it has at all times been kept at the company’s registered office.

(6) If default is made in complying with subsection (2), (3) or (4), or default is made for 14 days in complying with subsection (5), an offence is committed by every officer of the Company who is in default.

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

 

(8) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original provision.

(9) In this section “qualifying indemnity provision” means—

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

Section 238 (Right of member to inspect and request copy) of the 2006 Act provides:

(1) Every copy or memorandum required to be kept by a company under section 237 must be open to inspection by any member of the company without charge.

(2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

The copy must be provided within seven days after the request is received by the company.

(3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is committed by every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

Section 1157 (Power of court to grant relief in certain cases) of the 2006 Act provides:

(1) If in proceedings for negligence, default, breach of duty or breach of trust against—

(a) an officer of a company, or

(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

  - 7 -  
 

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

In addition, Barclays PLC has procured directors’ and officers’ liability insurance, for the benefit of its directors and officers against suit by third parties. The terms and extent of such coverage are reviewed annually.

 

Item 7. Exemption from Registration Claimed

 

Not applicable.

 

Item 8. Exhibits

 

Exhibit No.

Description

4.1 Articles of Association of Barclays PLC as amended (incorporated by reference to Barclays PLC’s Form 6-K (File No. 001-09246) filed with the SEC on August 11, 2021)
4.2 Rules of the Barclays Group Share Value Plan
5.1 Opinion of Clifford Chance as to the validity of the ordinary shares
23.1 Consent of Clifford Chance (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney of Certain Directors and Officers of Barclays PLC
24.2 Power of Attorney of the Principal Executive Officer of Barclays PLC
24.3 Power of Attorney of Authorized Representative in the United States  

 

Item 9. Undertakings

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

 

 

  - 8 -  
 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant, Barclays PLC, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, England on December 10, 2021.

 

  Barclays PLC
     
  By: /s/ Stephen Shapiro
    Name: Stephen Shapiro
 

 

 

Title: Group General Counsel and Corporate Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated, on December 10, 2021.

 

  Signature:   Title:
       
  *    
  Nigel Higgins   Group Chairman
       
  *   Group Chief Executive
  C.S. Venkatakrishnan   (Principal Executive Officer) and Executive Director
       
  *   Group Finance Director
  Tushar Morzaria   (Principal Financing Officer and Principal Accounting Officer) and Executive Director
       
  *   Non-executive Director
  Michael Ashley    
       
  *   Non-executive Director
  Timothy Breedon CBE    
       
  *   Non-executive Director
  Julia Wilson    
       
  *   Non-executive Director
  Mary Francis CBE    
       
  *   Senior Independent Director
  Crawford Gillies    
       
  *   Non-executive Director
  Dawn Fitzpatrick    
       
  *   Non-executive Director
  Mohamed A. El-Erian    
       
  *   Non-executive Director
  Diane Schueneman    
       
  *   Non-executive Director
  Dr. Brian Gilvary    
       
  *   Authorized Representative in the United States
  Jennifer Fitzgibbon  
       

 

 

*By : /s/ Stephen Shapiro  
  Name: Stephen Shapiro  
  Title: Attorney-in-Fact  

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.

Description

4.1 Articles of Association of Barclays PLC as amended (incorporated by reference to Barclays PLC’s Form 6-K (File No. 001-09246) filed with the SEC on August 11, 2021)
4.2 Rules of the Barclays Group Share Value Plan
5.1 Opinion of Clifford Chance as to the validity of the ordinary shares
23.1 Consent of Clifford Chance (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney of Certain Directors and Officers of Barclays PLC
24.2 Power of Attorney of the Principal Executive Officer of Barclays PLC
24.3 Power of Attorney of Authorized Representative in the United States

 

 

 

 

Barclays PLC S-8

 

  Exhibit 4.2
 

 

 

BARCLAYS PLC

 

 

 

rULES OF THE
bARCLAYS gROUP SHARE VALUE PLAN

 
       

 

Adopted by the Board Remuneration Committee of Barclays PLC on 22 June 2021

Approved by shareholders of the Barclays PLC on 5 May 2021

 

 
 

Contents

Rule

 

Page

     
1. Definitions and Interpretation 1
2. Grant of Awards 3
3. Vesting of Awards 5
4. Consequences of Vesting 7
5. Limits 8
6. Vesting After Cessation of Employment 9
7. Take-over and Liquidation 10
8. Variations in the Share Capital of the Company 11
9. Administration of the Plan 11
10. Amendment of the Plan 12
11. Forfeitable Securities 12
12. Cash Alternative 12
13. General Provisions 13
Schedule 1 – Special Provisions Schedule 15
Schedule 2 – Cash Awards 19
 
 

       

1. Definitions and Interpretation

1.1               In the Plan, unless the context otherwise requires:

“Award” means a Conditional Award, a Forfeitable Award, an Option, a Provisional Allocation, an Upfront Shares Award or such other form of award as determined by the Committee on or before the Award Date which may relate to Shares or to Capital Instruments;

“Award Date” means in relation to an Award the date specified as such by the Committee in the Award Letter;

“Award Letter” means a letter containing the information specified in Rule 2.2 in such form as may be prescribed from time to time by the Committee provided to a Participant informing the Participant of the grant of an Award to him;

“Board” means the board of directors for the time being of the Company or a duly authorised committee of the Board or a duly authorised person;

“Capital Instrument” means a capital instrument or security issued by a member of the Group from time to time;

“Cash Award” means an Award which relates to a cash sum granted under Schedule 2 to the Plan;

“Committee” means the remuneration committee for the time being of the Board (or a duly authorised committee thereof or person or persons duly authorised by the remuneration committee to exercise any of its powers or duties under the Plan) empowered to act on behalf of the Company for all purposes in connection with the Plan or, if there is no such committee in existence at the relevant time, the Board, save that, should any person obtain Control of the Company, the Committee shall mean the members of the Committee immediately before such Control is obtained;

“Company” means Barclays PLC (registered no. 48839);

“Conditional Award” means a conditional right to acquire Securities granted under the Plan;

“Control” means control within the meaning of section 995 of the Income Tax Act 2007;

“Coupon” means an amount paid as interest or a similar payment in respect of Capital Instruments subject to an Award over all or part of the Vesting Period;

“Coupon Equivalent” means an amount that the Committee may determine to add to a Vesting Portion on a Vesting Date which is equal to the value of any Coupons paid on the Capital Instruments subject to an Award which would have been paid to the Participant in respect of the Capital Instruments acquired on the exercise of an Option or Vesting of a Conditional Award or Provisional Allocation between the Award Date and the date on which the Option first became exercisable or the Conditional Award or Provisional Allocation Vested as the case may be, had those Capital Instruments been beneficially owned by the Participant during that period;

“Dividend Shares” means a number of Shares equal to the value of dividends paid on the Shares subject to an Award over all or any part of the Vesting Period and which may be added to a Vesting Portion on a Vesting Date as determined by the Committee;

“Eligible Employee” means any person who is an employee or former employee of any member of the Group (including an executive director of the Company) and who is deemed to be eligible to participate by the Committee;

“Employer” means the employing company of an Eligible Employee or a Participant, as the context so requires;

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“Forfeitable Award” means the transfer of the beneficial interest in Forfeitable Securities to a Participant and the subsequent holding of that interest in accordance with the Plan;

“Forfeitable Securities” means Securities comprised in a Forfeitable Award which are subject to certain restrictions and forfeiture under the Plan;

“Group” means the Company and all of its Subsidiaries and the expression “member of the Group” shall be construed accordingly;

“Involved in an Investigation” means:

(a)       where a current or former employee:

(i) is suspended from employment or placed on paid leave in connection with a disciplinary or regulatory matter (whether internal or external); or
(ii) is the subject of, undergoing or involved in an investigation in connection with a disciplinary or regulatory matter (whether internal or external); or
(iii) by virtue of his or her line management responsibilities could become the subject of, undergo or become involved in an investigation in connection with a disciplinary or regulatory matter (whether internal or external); or
(b) any other category of employee or former employee as determined by the Committee from time to time in its discretion;

“Option” means a right to acquire Securities granted under the Plan which is designated as an option by the Committee under Rule 2.2;

“Option Price” means the amount, if any, payable on the exercise of an Option;

“Participant” means an Eligible Employee who has been granted an Award or, where applicable, his personal representative;

“Participating Companies” means the Company and other members of the Group which have been nominated by the Committee to participate in the Plan;

“Performance Condition” means a condition related to performance which is specified by the Committee under Rule 2.2;

“Plan” means the Barclays Group Share Value Plan as constituted by these rules and as amended from time to time in accordance with the provisions hereof;

“Provisional Allocation” means a provisional award of Securities which does not constitute the acquisition by a Participant of an interest in the Securities awarded to him or the acquisition of a right to acquire those Securities;

“Risk Committee” means the Barclays Group Risk Committee (or a duly authorised committee thereof or a duly authorised person);

“Rules” means the rules of the Plan as set out in this document and “Rule” shall be construed accordingly;

“Securities” means Shares or Capital Instruments as the context so requires;

“Shares” means ordinary shares in the capital of the Company or such other class of shares as may represent the same as a result of any reorganisation, reconstruction or other variation of the share capital of the Company to which the provisions of the Plan may apply from time to time provided that if a corporate event described in Rule 7 occurs, references to “Shares” in Rules 3 to 7 inclusive shall include any consideration received for any such shares under an Award which may otherwise have Vested;

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“Special Provisions Schedule” means Schedule 1 to the Plan;

“Subsidiary” means any company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

“Upfront Shares Award” means a right to acquire Securities granted under the Plan subject to a holding period;

“US Participant” means a Participant who (i) is resident in, or a citizen or green card holder of, the United States of America on the Award Date, (ii) is otherwise subject to US taxation on the Award Date or (iii) becomes subject to US taxation prior to exercise or Vesting of an Award;

“Vest” means:

(a) in relation to a Conditional Award and an Upfront Shares Award, a Participant becoming entitled to have Securities transferred to him (or his nominee account) subject to the Rules;
(b) in relation to an Option, it becoming exercisable;
(c) in relation to a Forfeitable Award, the restrictions imposed on the Forfeitable Securities under the Plan ceasing to apply;
(d) in relation to a Provisional Allocation, the Committee determining in its absolute discretion to release some or all of the Securities subject to the Provisional Allocation,

and “Vesting” shall be construed accordingly;

“Vesting Date” means such date as the Committee shall in its absolute discretion determine in relation to a Vesting Portion of an Award and, in the case of an Upfront Shares Award, shall be the Award Date;

“Vesting Period” means the period from the Award Date to the final Vesting Date specified in the Award Letter; and

“Vesting Portion” means such percentage of the Securities subject to an Award (rounded down to the nearest whole Security) as may Vest on or about any Vesting Date as set out in the Award Letter.

1.2               Any reference in the Plan to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

2. Grant of Awards

2.1            Subject to the limitations specified in this Rule 2, the Committee may in its absolute discretion grant any Eligible Employee an Award in accordance with the Rules and if relevant modified by the Special Provisions Schedule and on such additional terms as the Committee may specify at the time of grant. For the avoidance of doubt, an Award may not be granted to a person who is not an Eligible Employee.

2.2 The Committee shall as soon as reasonably practicable on or after the Award Date notify the Eligible Employee of the grant of the Award in writing in an Award Letter. The Award Letter shall specify (without limitation):
(a) the form of the Award;
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(b) the number of Securities in respect of which the Award is granted or the formula by which such number may be found;
(c) the Award Date;
(d) whether the Award is subject to any Performance Condition(s);
(e) details of the applicable Vesting Date(s) and Vesting Portion(s); and
(f) details of any applicable post Vesting holding period.

2.3               The number of Securities in respect of which an Award is to be granted shall be calculated by the Committee.

2.4               There shall be no consideration payable for the grant of an Award.

2.5               The grant of any Award shall be subject to obtaining any approval or consent required under the United Kingdom Listing Authority Listing Rules, any relevant securities dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment.

2.6               An Award may be granted:

(a) in the 6 weeks beginning with:
(i) the date on which the Plan is approved by the shareholders of the Company; or
(ii) the dealing day after the date on which the Company announces its results for any period; or
(iii) the removal of any restrictions imposed on the Committee or the Company which prevented an Award from being granted in the period mentioned in (ii); or
(iv) the date on which changes to any legislation or regulations affecting the Plan are announced or made; or
(b) at any other time when the Committee so decides, provided that it is not restricted from granting Awards at that time by law or regulation

but an Award may not be granted after 4 May 2031 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company).

2.7               Any Award granted to a Participant is personal to him and shall not be capable of being transferred or otherwise disposed of by a Participant. Any such Award shall lapse immediately if it is so transferred, purported to be transferred or otherwise disposed of or if the Participant is adjudged bankrupt.

2.8               Except in the case of Forfeitable Awards, until an Award Vests, a Participant shall not be entitled to any dividends or other distributions made in respect of the Securities awarded to him and shall have no right to vote in respect of the Securities subject to his Award.

2.9               An Award of Shares may be satisfied:

(a) by the issue of new Shares; and/or
(b) by the transfer of treasury Shares; and/or
(c) by the transfer of Shares (other than the transfer of treasury Shares).
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2.10            An Award of Capital Instruments may be satisfied by the issue of new Capital Instruments and/or by the transfer of Capital Instruments.

2.11            The Committee may decide to change the way in which it is intended that an Award granted as a Conditional Award, an Option or a Provisional Allocation may be satisfied after it has been granted, having regard to the provisions of Rule 5.

3. Vesting of Awards

3.1               Subject to the remainder of Rule 3 and Rules 6 and 7 and to the satisfaction of any Performance Condition attaching to an Award, the relevant Vesting Portion of an Award (provided it is not a Provisional Allocation) and any Dividend Shares (if applicable) shall Vest in accordance with Rule 4 on the Vesting Date. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, determine whether the Vesting Portion shall Vest on the Vesting Date in accordance with Rule 4.

3.2               Subject to Rules 3.3, 3.4, 3.6 and 6 and to the satisfaction of any Performance Condition attaching to an Award, if on any Vesting Date the Participant is not an employee of the Group, the Grantor may in its absolute discretion and in accordance with Rule 4 allow:

(a) the relevant Vesting Portion and any Dividend Shares or Coupon Equivalent (if applicable) to Vest on its Vesting Date; or
(b) a lower number of such Securities and any Dividend Shares or Coupon Equivalent (if applicable) to Vest; or
(c) no Securities, Dividend Shares or Coupon Equivalent at all to Vest.
3.3 Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, if the Committee determines in its absolute discretion that the underlying financial health of the Group has significantly deteriorated over the whole or any part of the Vesting Period, such that there are severe financial constraints on the Group which preclude or limit the Group’s ability to facilitate funding of Awards then:
(a) the Committee may at its absolute discretion determine that any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) that may otherwise Vest may be limited, reduced (to nil if appropriate) and/or made subject to any other condition as the Committee considers at its absolute discretion appropriate; and
(b) in the absence of any determination by the Committee under Rule 3.3(a), the Vesting of any Vesting Portion and/or Dividend Shares (if any) that may otherwise Vest (including any Securities not released as the result of the exercise of discretion by the Committee under Rule 3.3(a)) shall be suspended until such time as the Committee lifts such suspension or exercises its discretion under Rule 3.3(a) provided that to the extent that the Committee has not lifted such suspension or exercised its discretion under Rule 3.3(a) within 3 years from the date specified at the Award Date as the final Vesting Date of an Award which remains outstanding and in respect of which Vesting of any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) remains suspended under this Rule 3.3(b), all such Awards shall be forfeited and lapse in their entirety, unless the Committee, in exceptional circumstances, determines otherwise.

3.4               Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, the Committee may, in its absolute discretion, determine that any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) may be reduced (to nil if appropriate) at any time at its discretion, including (but without limitation) as a result of:

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(a) the Group or any Subsidiary’s financial statements having been materially restated at any time whether before or during the Vesting Period other than restatement due to a change in accounting policy or to rectify a minor error;
(b) the Group or any business unit having suffered a material downturn in its financial performance at any time whether before or during the Vesting Period;
(c) the Participant having, in the reasonable opinion of the Committee, following consultation with his Employer, deliberately misled the management of the Company, the market and/or the Company’s shareholders regarding the financial performance of the Group or of any Subsidiary at any time whether before or during the Vesting Period;
(d) the Participant’s actions at any time whether before or during the Vesting Period having, in the reasonable opinion of the Committee, following consultation with his Employer, caused harm to the reputation of the Group and/or the Participant’s business unit;
(e) the Participant’s actions at any time whether before or during the Vesting Period having, in the reasonable opinion of the Committee, following consultation with his Employer, amounted to misconduct or a material error;
(f) the Group or the business in which the Participant works having, in the reasonable opinion of the Committee, following consultation with the Risk Committee, suffered a material failure of risk management whether before or during the Vesting Period;
(g) the Participant’s actions having, in the reasonable opinion of the Committee, following consultation with his Employer, amounted to negligence, incompetence or poor performance at any time whether before or during the Vesting Period; or
(h) any other matter which, in the reasonable opinion of the Committee, is required to be taken into account to comply with prevailing legal and / or regulatory requirements, which for the avoidance of doubt, includes any regulations or guidance published by a regulator from time to time.

For the purposes of this Rule 3.4, the determination of what constitutes “negligence”, “incompetence”, “poor performance” and “misconduct” shall be determined by the Committee acting in good faith, following consultation with the Employer.

3.5               If a Participant relocates to another jurisdiction before his Award Vests and, as a result of the relocation, the Participant or any member of the Group would be subject to additional tax or social security on the Vesting of the Award or the Vesting of the Award in that other jurisdiction would be subject to any regulatory restriction, approval or consent, the Committee may determine that the Award may:

(a) Vest on such terms and during such period preceding the date on which the Participant relocates as the Committee may determine; or
(b) lapse and be replaced by the grant of such other form of Award as the Committee may specify.

3.6               Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, if, at the time that an Award is due to Vest, a Participant is Involved in an Investigation then the Committee in its absolute discretion, following consultation with his Employer, may determine that any Vesting of any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) shall be suspended until such time as the Committee lifts such suspension and exercises its discretion to allow the Award to Vest or otherwise reduces the Award (to nil, if appropriate) in accordance with Rule 3.4 provided that if a Participant ceases to be employed by the Group in accordance with Rule 6.4 then the Award shall lapse in its entirety unless the Committee, in exceptional circumstances, determines otherwise as permitted by Rule 6.4 and/or provided further that to the extent that the Committee has not lifted such suspension or exercised its discretion under this Rule 3.6 within 5 years from the date of any such suspension, then all such Awards shall be forfeited and lapse in their entirety, unless the Committee, in exceptional circumstances, determines otherwise.

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4. Consequences of Vesting

4.1               In the case of a Conditional Award and an Upfront Shares Award, the Committee shall, subject to the remainder of this Rule 4, transfer or procure the transfer of the Vesting Portion of the Award to the Participant or his nominee account on or as soon as reasonably practicable after the relevant Vesting Date.

4.2 In the case of an Option, the Option shall, subject to the remainder of this Rule 4, be exercisable in respect of Securities subject to the Vesting Portion for a period determined by the Committee at the Award Date in its absolute discretion, but being a period of no longer than 10 years from the Award Date, starting with the relevant Vesting Date unless it lapses earlier under Rules 6 or 7. If an Option is not exercised during the last 30 days of that period because of any regulatory restrictions, the Committee may extend the period during which the Option may be exercised so as to permit the Option to be exercised as soon as those restrictions cease to apply.
4.3 In the case of a Forfeitable Award, the Vesting Portion of the Forfeitable Securities shall cease to be subject to the restrictions imposed on those Forfeitable Securities under the Plan and the Committee shall, subject to the remainder of this Rule 4, transfer or procure the transfer of the legal title to those Forfeitable Securities and/or any documents of title relating to those Forfeitable Securities to the Participant or his nominee account on or as soon as reasonably practicable on or around the relevant Vesting Date.
4.4 In the case of a Provisional Allocation, if the Committee determines that any Securities under an Award shall Vest pursuant to Rules 3, 6 or 7, the Committee shall as soon as reasonably practicable on or around the relevant Vesting Date transfer or procure the transfer to the Participant or his nominee account of the Vesting Portion in such form and manner as the Committee shall from time to time prescribe in which case:
(a) the Committee shall inform the Participant of the release of Securities to him within 28 days of Vesting; and
(b) the Participant shall from the date of such determination become beneficially entitled to such Securities and shall have the right to receive all dividends or Coupons, as the case may be, paid on such Securities on or after their Vesting (net of any tax payable on such dividends or Coupon) and the right to vote or direct the voting in respect of such Securities (where such Securities are Shares and those Shares are held by the trustees of an employee benefit trust established by the Company or any member of the Group and the trustees shall vote in accordance with any such instructions).
4.5 An Award shall not Vest unless and until the following conditions are satisfied:
(a) if the Committee so requires, the Participant shall enter into an election to be made jointly with his Employer pursuant to section 431 of the Income Tax (Earnings and Pensions) Act 2003 for the Securities to be treated as if they are not restricted securities for the purposes of Chapter 2, Part 7, Income Tax (Earnings and Pensions) Act 2003;
(b) subject to Rule 4.6, the Participant shall pay in such manner as the Committee may from time to time prescribe any such additional amount of which the Committee may notify the Participant in respect of any deduction on account of tax or similar liabilities as may be required by law which may arise on the release of Securities to him; and
(c) the Vesting of the Award or exercise of the Option and the transfer of Securities after such Vesting or exercise would be lawful in all relevant jurisdictions and in compliance with the United Kingdom Listing Authority Listing Rules, any relevant securities dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment.
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4.6 The Committee may sell, or procure the sale of, such number of Securities which have Vested to meet any obligation of the Committee, any member of the Group or any other person to deduct tax or employees’ social security contributions or other tax withholding which may be required by law in any jurisdiction or which the Committee and/or the Employer reasonably considers to be necessary or desirable in respect of the Vesting of an Award.
4.7 An Award shall lapse in accordance with the Plan or to the extent that it does not Vest under the Plan. On the lapse of all or any part of a Forfeitable Award, the beneficial interest (and, if appropriate, the legal interest) of the Forfeitable Securities in respect of which such Award has lapsed shall be transferred for no (or nominal) consideration to any person specified by the Committee.
5. LimiTS
5.1 An Award shall not be granted in any calendar year if, at the time of its proposed Award Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.
5.2 An Award shall not be granted in any calendar year if, at the time of its proposed Award Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time
5.3 For the purposes of Rules 5.1 and 5.2:
(a) Shares are allocated when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted and, where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;
(b) any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any Committee to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated unless they are already treated as allocated under this Rule; and
(c) for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as allocated.

5.4               For the purposes of Rule 5.3:

(a)       where:

(i) any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or
(ii) after the grant of an option, award or other contractual right the Committee determines that:
(A) where an amount is normally payable on its exercise it shall be satisfied without such payment but instead by the payment of cash equal to the gain made on its exercise; or
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(B) it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury)

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and

(b) the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

5.5               Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 5.3 if institutional investor guidelines cease to require such Shares to be so counted.

5.6               Any Award shall be limited and take effect so that the limits in this Rule 5 are complied with.

5.7               No Shares may be issued or treasury Shares transferred to satisfy the Vesting of any Award or the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 5.3 and adjusted under Rule 5.4) to exceed the limits in Rules 5.1 and 5.2 except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

6. Vesting After Cessation of Employment

6.1               Subject to Rules 3.3, 3.4 and 3.6 and unless a Vesting Portion may Vest before its Vesting Date under Rules 6.2, 6.3, 6.4 and 7, a Vesting Portion may not Vest before the relevant Vesting Date. Any Vesting Portion which does not Vest shall lapse.

6.2               Subject to Rules 3.3, 3.4, 3.6 and 6.4, if a Participant dies his Award (provided it is not a Provisional Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, Vest on the earlier of its applicable Vesting Date and the date on which the Committee is notified of the death in accordance with Rule 4. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, decide whether the Award should Vest.

6.3 Subject to Rules 3.3, 3.4, 3.6 and 6.4, if a Participant ceases to be employed by the Group by reason of:
(a) injury, disability or ill health;
(b) redundancy after the third anniversary of the Award Date;
(c) retirement with the agreement of his Employer;
(d) the company by which he is employed ceasing to be a member of the Group or the undertaking in which he is employed being transferred to a transferee which is not a member of the Group;
(e) resignation after the third anniversary of the Award Date or, in the case of an executive director of the Company, such other period as set out in the Company’s directors’ remuneration policy, as amended from time to time; or
(f) any other reason, and subject to any conditions as the Committee may, in its discretion, decide (provided, in the case of an executive director of the Company, that any discretion is exercised in accordance with the Company’s directors’ remuneration policy, as amended from time to time),
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his Award (provided it is not a Provisional Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, Vest on the applicable Vesting Date for each Vesting Portion as set out in the Award Letter and in accordance with Rule 4 provided that if a Participant ceases to be employed by the Group before the Vesting Date of any Vesting Portion the Committee may allow such unvested Vesting Portions as the Committee so decides to Vest on the date of such cessation. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, decide whether each Vesting Portion should Vest (provided, in the case of an executive director of the Company, that any discretion is exercised in accordance with the Company’s directors’ remuneration policy, as amended from time to time). Any Vesting Portion which does not Vest shall lapse.

6.4               If a Participant ceases to be employed by the Group due to resignation on or before the third anniversary of the Award Date (or, in the case of an executive director of the Company, such other period as set out in the Company’s directors’ remuneration policy, as amended from time to time), dismissal for cause or gross misconduct or for any reason other than one of the events specified in Rules 6.2 or 6.3, his Award shall lapse unless the Committee in its absolute discretion in exceptional circumstances determines otherwise in which case the Committee may release to the Participant each Vesting Portion on or after the applicable Vesting Date for each Vesting Portion as set out in the Award Letter and in accordance with Rule 4 provided that if a Participant ceases to be employed by the Group before the Vesting Date for any Vesting Portion, the Committee may allow such unvested Vesting Portions as the Committee so decides to Vest on the date of such cessation. Any Vesting Portion which does not Vest shall lapse.

6.5 For the purposes of this Rule 6, a Participant shall be deemed to have ceased to be employed by a member of the Group on the earlier of the day on which (i) the Participant gives notice of resignation or (ii) his employment terminates, unless the Committee decides otherwise in its absolute discretion.
7. Take-over and Liquidation
7.1 Rule 7.2 shall apply if:
(a) any person obtains Control of the Company as a result of making:
(i) a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or
(ii) a general offer to acquire all the Company’s ordinary shares (or such of those shares as are not already owned by such person); or
(b) under section 899 of the Companies Act 2006 the Court sanctions a compromise or arrangement between the Company and its creditors or its members which, if it becomes effective, will result in a person obtaining Control of the Company.

7.2               Subject to Rules 3.3, 3.4 and 3.6, the Committee shall have absolute discretion to determine whether:

(a) any Performance Condition should be waived or deemed to be satisfied; and/or
(b) any Awards should Vest early before their relevant Vesting Dates; and/or
(c) Awards should continue in the same or a revised form following the change of Control.

7.3               Subject to Rules 3.3, 3.4 and 3.6, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the “resolution”) the Committee shall allow Awards to Vest provided that any Vesting pursuant to this Rule 7.3 shall be conditional upon the resolution being duly passed. If the resolution is defeated or withdrawn, the Award shall be unaffected. If the Committee allows Awards to Vest pursuant to this Rule 7.3, the Participant shall be entitled to share in the assets of the Company with existing holders of the Securities in the same manner as if the Securities had been registered in his name before the resolution was passed.

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7.4 Subject to Rules 3.3, 3.4 and 3.6, if, in the opinion of the Committee, the Company will be affected by any demerger, dividend in specie, special dividend or other transaction which will adversely affect the current or future value of any Award, the Committee may depending on the form of the Award, acting fairly, reasonably and objectively, allow all unvested Awards to Vest on such event happening.

7.5               On the commencement of any liquidation of the Company (subject to Rule 7.3 and otherwise than in connection with a compromise or arrangement as referred to in paragraph (b) of Rule 7.1) the Award shall lapse.

7.6 If any company (“Acquiring Company”) obtains Control of the Company as a result of making an offer referred to in Rule 7.1 or a compromise or arrangement referred to in Rule 7.1 any Participant may, by agreement with the Acquiring Company, release any Award (“Old Award”) in consideration of the grant to him of an Award (“New Award”) which is equivalent to the Old Award except that it will be over securities in the Acquiring Company or some other company.

The Rules will apply to any New Award granted under this Rule 7.6 as if references to Securities were references to securities over which the New Award is granted and references to the Company were references to the company whose securities are subject to the New Award.

8. Variations in the Share Capital of the Company

8.1               In the event of any variation of the share capital of the Company or a demerger, special dividend or other similar event which affects the market price of Securities to a material extent, the Committee may make such adjustment as it considers appropriate to the number of Securities subject to any Award and, in the case of an Option over Securities and subject to Rule 8.2, the Option Price.

8.2 An adjustment under Rule 8.1 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

(a)               to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and

(b)               to apply that sum in paying up such amount on such Shares

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

9. Administration of the Plan

9.1               The Plan shall be administered by the Committee whose decision on any matter connected with the Plan shall be final and binding.

9.2               The Committee shall determine any dispute about the rights and obligations of any person under the Plan or any question concerning the construction or interpretation or effect of the Plan or any other question in connection with the Plan and its determination shall be final, binding and conclusive on all persons.

  - 11 -  
 

       

10. Amendment of the Plan
10.1 Notwithstanding any other provision of the Plan but subject to Rule 10.2, the Committee may at any time and from time to time in its absolute discretion and without notice modify or amend, in whole or in part, any or all of the provisions of this Plan or suspend or terminate the Plan entirely, provided that no such modification or amendment may be made that would materially adversely affect existing Awards, save in circumstances in which such amendment, modification, suspension or termination is deemed necessary to ensure consistency with Barclays remuneration policy and / or practices (as amended from time to time) or to ensure the Group’s compliance with prevailing legal and / or regulatory requirements, which for the avoidance of doubt, includes any regulations or guidance published by a regulator from time to time.
10.2 Except as described below, no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 10.1 to the provisions concerning:

(a)               eligibility;

(b)               the individual limits on participation;

(c)                the overall limits on the issue of Shares or the transfer of Shares out of treasury;

(d)               the basis for determining a Participant’s entitlement to, and the terms of, Securities or cash provided under the Plan;

(e)               the adjustments that may be made in the event of any variation of capital; and

(f)                 the terms of this Rule 10.2

without the prior approval by ordinary resolution of the members of the Company in general meeting provided that this shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any member of the Group.

11. Forfeitable SECURITIES

On or before the grant of a Forfeitable Award, each Eligible Employee selected for such an Award must enter into an agreement with the Company under the terms of which the Eligible Employee agrees:

11.1 to have full beneficial ownership of the Securities;
11.2 unless the Committee decides otherwise, to waive his right to all Coupons, cash and scrip dividends on his Forfeitable Securities until Vesting;
11.3 that he will not assign, transfer, charge or otherwise dispose of any Forfeitable Securities or any interest in them until Vesting save as otherwise required by the Plan;
11.4 if required by the Committee, to enter into any elections under Part 7 of ITEPA and any election to transfer or any agreement to pay secondary Class 1 National Insurance Contributions (or their equivalents in any jurisdiction) in relation to his Forfeitable Securities; and
11.5 to sign any documentation to give effect to the terms of the Forfeitable Award.
12. Cash Alternative
12.1 Where a Conditional Award or a Provisional Allocation Vests or where an Option has been exercised and Vested Securities have not yet been transferred to the Participant (or his nominee account), the Committee may determine that, instead of acquiring such number of Vested Securities as the Committee may decide (but in full and final satisfaction of his right (if any) to acquire those Securities), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 12.3) of that number of Securities in accordance with the following provisions of this Rule 12.
  - 12 -  
 

       

12.2 Rule 12.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 12.1 would cause the grant of the Award to be unlawful or for it to fall outside any applicable securities law exclusion or exemption or adverse tax or social security contributions consequences for the Participant or any member of the Group as determined by the Board provided that this Rule 12.2 shall apply only if its application would prevent the occurrence of a consequence referred to in this Rule 12.2.
12.3 For the purpose of this Rule 12, the cash equivalent of a Security is:
(a) in the case of a Conditional Award or a Provisional Allocation, the market value of a Security on the day when the Award Vests; and
(b) in the case of an Option, the market value of a Security on the day when the Option is exercised reduced by the Option Price in respect of that Security.

Market value on any day shall be such value of a Security as the Committee reasonably determines.

12.4 As soon as reasonably practicable after the Committee has determined under Rule 12.1 that a Participant shall be paid a sum in substitution for his right (if any) to acquire any number of Vested Securities the Company shall pay to him or procure the payment to him of that sum in cash and if he has already paid the Company for those Securities, the Company shall return to him the amount so paid by him

12.5         There shall be deducted from any payment under this Rule 12 such amounts (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable.

13. General Provisions

13.1            Terms of office or employment

The rights and obligations of any Participant under the terms of his office or employment with any member of the Group shall not be affected by his participation in the Plan or any right which he may have to participate in it. Participants shall waive any and all rights to compensation or damages in consequence of the termination of the office of employment for any reason whatsoever (and regardless of whether such termination is lawful or unlawful) insofar as such rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award under the Plan does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award. The terms of the Plan are separate from and do not form a term of or any part of or create any obligations or rights pursuant to an individual’s contract of employment.

13.2            Tax and other similar liabilities

Any liability of a Participant to taxation or social security contributions or similar liabilities in respect of an Award shall be for the account of the relevant Participant. The Committee may make an Award and the release of Securities under it conditional on the Participant complying with arrangements specified by the Committee for the payment of any taxation, employees’ social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

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13.3            Notices

Any notice or other communication under or in connection with the Plan may be given by personal delivery, electronically or by sending the same by post in the case of a company to its registered office, in the case of the Committee, to the registered office of the Company and in the case of an individual to his last known address, or, where he is a director or employee of any member of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

13.4            Data Protection provisions

If a Participant is employed outside the European Economic Area or the UK and consent is needed for the collection, processing or transfer of their personal data under applicable local law, by participating in the Plan, the Participant gives their consent for the purposes of the Plan.

For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, and any UK or other legal or regulatory equivalent, the Company will separately provide a Participant with information on the collection, processing and transfer of their personal data, including the grounds for processing.

If UK law diverges from EU law, then any references in the Rules to EU legislation will be interpreted as to the UK equivalent legislation, as in force from time to time.

13.5 Severability of Provisions

If any provision in this Plan is for any reason held by any Court or other competent authority of any jurisdiction to be illegal, invalid or unenforceable in whole or in part, the remaining provisions of this Plan shall continue to be valid and, if appropriate, the affected provision and the legality, validity or enforceability of such provision in any other jurisdiction shall be unaffected.

13.6 Third Parties

No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

13.7 Awards not Pensionable

Awards, Securities and any other benefits provided under the Plan shall not be pensionable.

13.8 Resolution of disputes

Any dispute arising out of or in connection with the Plan, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which rules are deemed to be incorporated by reference into this Rule. In the event of arbitration:

(a)       the number of arbitrators shall be one;

(b)       the seat, or legal place, of arbitration shall be London;

(c)       the language to be used in arbitral proceedings shall be English.

The Committee and, by accepting the Award, any Participant waive any right of application to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996.

13.9            Governing Law

This Plan shall be construed, administered and governed in all respects under and by the law of England and Wales.

  - 14 -  
 

       

SCHEDULE 1: SPECIAL PROVISIONS SCHEDULE

The Special Provisions Schedule takes effect as if the Rules were set out in it incorporating the following modifications.

Words or phrases in this Schedule 1 shall have the same meaning as in Rule 1.1 except as provided below. Except as noted in this Schedule 1, the Rules apply to Awards granted under this Schedule 1.

A. AWARDS FOR NEW JOINERS

For Eligible Employees who are New Joiners and who are granted an Award under the Plan, the Rules are modified by deleting:

(a) Rule 6.3(e); and
(b) The words “on or before the third anniversary of the Award Date” in Rule 6.4.

For the purposes of Schedule 1, “New Joiners” means any person who on the relevant Award Date is an Eligible Employee by reason of his having commenced employment within the Group in the six months (or such period as determined by the Committee) preceding the Award Date and who is determined to be a New Joiner by the Committee.

B. AWARDS TO OVERSEAS ELIGIBLE EMPLOYEES (NON-US)
1. Brazil

For Eligible Employees resident in Brazil, the Rules are modified by the deletion of the definition of “Award” in Rule 1.1 and its replacement with the following:

““Award” means a Conditional Award or Upfront Shares Award to Securities to Vest on the Vesting Dates applicable to the Award or an Option to acquire Securities for no payment which shall become exercisable in respect of each Vesting Portion on its applicable Vesting Date for a period of 90 days following which any unexercised Vesting Portion shall lapse.”

2. France

The purpose of this French Schedule is to make certain variations to the terms of the Plan in order to conform with articles L. 225-197-1 to L. 225-197-6 (as regards Awards) of the French commercial code (Code de Commerce – the “French Commercial Code”) and various articles of the French tax code (Code général des impôts), and the French social security code (Code de la sécurité sociale), so that Awards made pursuant to the Plan, as amended by this French Schedule, may benefit from favourable tax and social security treatment in France.

Conditional Awards granted to Participants who are French residents shall be subject to the following provisions (the “French Schedule”), as applicable:

2.1 Definitions

Words or phrases defined in the Rules shall bear the same meaning in this French Schedule except as provided below.

The following definitions shall be modified as follows:

(a) “Award” shall be amended to read:

““Award” means a Conditional Award over free Shares”;

  - 15 -  
 

       

(b) “Eligible Employee” shall be amended to read:

““Eligible Employee” means any person who is an employee of any member of the Group and who is deemed to be eligible to participate by the Committee provided that a person shall not be eligible to participate if he is an executive officer of the Company or a Subsidiary”;

(c) The following definition shall be added:

““Retention Period” means the mandatory holding period of at least one year, starting from the Vesting Date, during which a Participant cannot dispose of any Shares acquired on the Vesting of his/her vested Awards”;

(d) “Securities” shall be amended to read:

“Securities” means Shares;

(e) “Subsidiary” shall be amended by adding the following paragraph at the end of the definition:

“A French company will only be deemed to be a Subsidiary if, in addition to the conditions set out above, it is a company in which the Company holds, directly or indirectly, at least 10 per cent (10%) of the capital and/or voting rights”;

(f) “Vesting Date” for Eligible Employees resident in France shall be amended to read:

““Vesting Date” means such date as the Committee shall in its absolute discretion determine in relation to a Vesting Portion of an Award, provided that no Vesting Portion may Vest earlier than (i) one year from the Award Date for an Award with a Retention Period or (ii) two years from the Award Date for an Award without a Retention Period”

(g) No dividend equivalent payment shall be made in respect of Awards governed by the terms of this French Schedule:

All references to “Dividend Shares”, “Coupon” or “Coupon Equivalent” shall be omitted for the purpose of this French Schedule.

(h) All Awards shall be Conditional Awards over free Shares and all references to “Capital Instruments”, “Cash Awards”, “Forfeitable Awards”, “Forfeitable Securities”, “Provisional Allocations” or “Options” shall be omitted for the purpose of this French Schedule;
2.2 GRANT OF AWARDS

Rule 2.2. (f) shall be inserted to read as follows:

“(f) whether the Award is an Award with a Retention Period or an Award without a Retention Period and, in the case of an Award with a Retention Period, the Retention Period date(s)”.

2.3 Vesting after cessation of employment
(a) Rule 6.2 – Rule 6.2 shall be amended by adding the following sentence at the end of the paragraph:

“In such event, the Retention Period (if any) shall not apply and the Award shall be freely transferable by the Participant as from the Vesting Date.”.

2.4 RESTRICTION ON SHARE TRANSFER

Rule 7 Shall be inserted to read as follows:

  - 16 -  
 

       

(a) “During the Retention Period (if any), a Participant shall not dispose of any Shares acquired on the Vesting of his/her Award.”
(b) “Shares transferred to a Participant following the Vesting Date of an Award shall not be transferred by a Participant:
i. within the thirty calendar days following the date on which the semi-annual or annual accounts of the Company are made public; and
ii. who is an executive officer, or an employee having knowledge of privileged information, within the meaning of Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Directives 2003/124/EC, 2003/125/EC and 2004/72/EC of the Commission, which has not been made public”.
2.5 CASH ALTERNATIVE

Rule 12 – As provided for by Rule 12.2, Rule 12.1 shall not apply to Awards made under the French Schedule and all references to Rule 12.1 in the Rules shall be omitted for the purpose of the Awards granted under this French Schedule.

2.6 SCHEDULE 2: CASH AWARDS

All references to “Cash Awards” shall be omitted for the purpose of this French Schedule.

C. UNITED STATES SPECIAL PROVISIONS1

The following shall apply for all US Participants who are Eligible Employees. Where a Participant becomes a US Participant after the grant of an Award, such Award is modified in a manner consistent with these provisions.

Notwithstanding anything in the Plan to the contrary, Awards granted to a US Participant shall be subject to the following provisions, as applicable:

(a) The Award Letter provided for Conditional Awards and Awards otherwise subject to section 409A of the United States Internal Revenue Code of 1988, as amended (“Section 409A”) shall include the scheduled payment/settlement date(s) for such Award.
(b) The grant of Dividend Shares and Coupon Equivalents shall not apply to Options.
(c) Rule 3.2 (b) shall not apply unless the payment delay described in Rule 3.2(b) is legally required under applicable law (within the meaning of US Treasury Regulation Section 1.409A-2(b)(7)(ii)) or the payment would otherwise would jeopardize the Company’s ability to continue as a “going concern” (within the meaning of US Treasury Regulation Section 1.409A-3(d)).

(d)               Notwithstanding anything to the contrary in Rule 3.5, if, at the time that an Award to a US Participant that is subject to Section 409A (other than an Award under which a Participant is determined not to have a “legally binding right” within the meaning of Section 409A) is due to Vest, a Participant is Involved in an Investigation, then the Committee may decide at its discretion to lapse any such Award. Thereafter, the Committee, at its absolute discretion, following consultation with the Participant’s Employer, may determine, within 5 years from the date of any such lapse, whether to grant such Participant a new Award on terms as determined by the Committee.

 

1 No Awards in the form of nil-cost Options over Securities or other Options over Capital Instruments shall be granted to US Participants.
  - 17 -  
 

       

(e) Notwithstanding anything to the contrary in the Rules, payment/settlement with respect to any:
(i) Provisional Allocation or other Award that is exempt from Section 409A or any Dividend Shares or Coupon Equivalents shall be made no later than 2½ months following the end of the calendar year in which such Award or amount Vests; and
(ii) Conditional Award or any other Award that is subject to Section 409A shall be made as soon as practicable following the scheduled payment/settlement date but in no event more than 30 days thereafter, except as otherwise permitted under Section 409A; provided, however, that to the extent a Participant dies before the scheduled Vesting Date(s), such Participant’s Awards shall be paid/settled as soon as practicable following the date of death, but only to the extent then Vested.
(f) Notwithstanding anything in Rule 6.3 or Rule 7 to the contrary, in the case of a Conditional Award or other Award that is subject to Section 409A, the provisions of Rule 6.3 or 7, as the case maybe, may be invoked to accelerate the Vesting of such Award but not the payment or settlement of such Award. Such Award shall be paid or settled on the originally-scheduled payment/settlement date, unless otherwise permitted under Section 409A.
(g) Adjustments made pursuant to Rule 8 with respect to any Award granted to a US Participant shall be made in accordance with US Treasury Regulation Section 1.409A-1(b)(5).
(h) To the extent that a Participant who has been granted an Option becomes subject to US taxation and his Option is determined to have been granted with an option price less than “fair market value” on the Award Date as defined in US Treasury Regulation Section 1.409A-1(b)(5), his Option shall be exercisable only as follows: (i) if the Option is Vested in the year that the Participant becomes subject to US taxation, the Option shall be exercisable only in the first calendar year after the year in which the Participant becomes subject to US taxation; and (ii) if the Option is not Vested in the year that the Participant becomes subject to US taxation, the Option shall be exercisable only in the first calendar year after the year in which the substantial risk of forfeiture (within the meaning of Section 409A) lapses.
(i) These provisions shall also apply to Cash Awards granted under Schedule 2 to the Plan to the same extent that these provisions apply to other Conditional Awards, Provisional Allocations or Options.

(j)                 In the event that a Participant is a “specified employee” (within the meaning of US Treasury Regulation Section 1.409A-1(i)) as of the date of the Participant’s “separation from service” (within the meaning of US Treasury Regulation Section 1.409A-1(h)) and if any Award both (i) constitutes a “deferral of compensation” within the meaning of Section 409A and (ii) cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax”, interest or penalties under Section 409A, then, to the extent necessary to avoid penalties under Section 409A, no Award that is a deferral of compensation shall be paid or settled prior to the first day of the seventh month following the Participant’s separation from service.

  - 18 -  
 

       

SCHEDULE 2: CASH AWARDS

The Rules of the Plan shall apply to a Cash Award granted or to be granted under this Schedule as if it was a Conditional Award, an Option or a Provisional Allocation over Securities as determined by the Committee, except as set out in this Schedule. References in the Rules of the Plan to Securities shall be read as references to a cash sum where the context so requires. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail.

(a) The Committee may grant or procure the grant of a Cash Award.
(b) The Committee shall determine the form of a Cash Award (Conditional Award, Option or Provisional Allocation) on or before the Award Date of that Cash Award.
(c) Each Cash Award shall relate to a given number of notional Securities.
(d) On or as soon as reasonably practicable after the Vesting of a Cash Award structured as a Conditional Award or a Provisional Allocation, the holder of that Award shall be entitled to a cash sum which shall be equal to the “Cash Value” of the notional Vested Securities.
(e) A Cash Award structured as an Option shall be exercisable in respect of notional Vested Securities for a period determined by the Committee at the Award Date in its absolute discretion (being a period of no longer than 10 years from the Award Date) beginning with the date on which the Cash Award Vests (unless it lapses earlier under Rule 6.4 or Rule 7). Following the exercise of a Cash Award structured as an Option, the holder of that Award shall be entitled to a cash sum which shall be equal to the “Cash Value” of the notional Vested Securities less the Option Price (if any).
(f) For the purposes of this Schedule:
(i) the Cash Value of a notional Security is the Market Value of a Security on the date of Vesting of a Cash Award structured as a Conditional Award or a Provisional Allocation and on the date of exercise of a Cash Award structured as an Option; and
(ii) the Market Value of a Security on any day shall be determined in accordance with Rule 12.3.
(g) Any cash sum payable under paragraphs (d) or (e) above shall be paid by the Employer as soon as practicable after the Vesting of the Cash Award under paragraph (d) or its exercise under paragraph (e), net of any deductions (on account of any tax or social security or similar liabilities) as may be required by law.
(h) For the avoidance of doubt, a Cash Award shall not confer any right on the holder of such an Award to receive Securities or any interest in Securities.

 

  - 19 -  

 

 

 

 

 

Barclays PLC S-8

 

Exhibit 5.1

 

 

Clifford Chance LLP

 

10 Upper Bank Street

London

E14 5JJ

 

Tel +44 20 7006 1000

Fax +44 20 7006 5555

DX 149120 CANARY WHARF 3

 

www.cliffordchance.com

   

           

 

 

Barclays PLC
1 Churchill Place
London E14 5HP    

Our ref: 70-40492187

 

10 December 2021

 

Dear Sirs

 

Barclays PLC: Registration under the US Securities Act of 1933

 

1. We are acting on the instructions of Barclays PLC (the "Company") in connection with the registration under the US Securities Act of 1933 (the "Securities Act") of 565,000,000 ordinary shares of 25 pence each in the Company (the "Shares") on Form S-8 in connection with the making of awards under the Barclays Group Share Value Plan (the "SVP").

 

2. For the purposes of issuing this letter, we have reviewed only the documents referred to in the Appendix to this letter (the "Documents") which we understand to be the only documents in existence which are relevant to the issuance of this Opinion.

 

English law

 

3. The opinions set out in this letter (which are strictly limited to the matters stated herein and are not to be read as extended, by implication or otherwise, to any other matters) relate only to English law as applied by the English courts as at today's date. This letter expresses no opinion on the laws of any other jurisdiction and is governed by English law.

 

Opinion

 

4. On the basis of our understanding of the Documents and the assumptions and subject to the reservations set out below, we are of the opinion that:

 

(a) the Company is a public company limited by shares and has been duly incorporated under English law;

 

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Clifford Chance LLP

 

(b) subject to and upon the Shares being duly allotted and issued by the Company and/or transferred to participants in the SVP, the Shares will be duly and validly authorised and issued, fully paid and no further contributions in respect of such Shares will be required to be made to the Company by the holders thereof in respect of the issue of such Shares by reason solely of their being such holders.

 

Assumptions

 

5. The opinions set out in paragraph 4 are based upon the following:

 

(a) that all copy Documents supplied to us are complete, up-to-date, authentic and accurate and conform to the originals which themselves are genuine and that all signatures, stamps and seals thereon are genuine;

 

(b) that the rules of the SVP which we have examined are in force and have been and will be operated in accordance with their terms;

 

(c) that the Shares will, before allotment or issue, have been fully paid up in accordance with the Companies Act 2006;

 

(d) that the Shares have been and will be issued or transferred in accordance with the rules of the SVP;

 

(e) that any representation, warranty or statement of fact or law, other than as to the laws of England, made in any of the Documents is true, accurate and complete;

 

(f) that all resolutions of the board of directors and/or of the committees and/or of the relevant trustee required to approve or operate the SVP (including in respect of the allotment and issue of Shares) and any amendments to the SVP were duly passed at properly convened meetings of duly appointed directors or, as the case may be, duly appointed committees of directors and/or properly convened meetings of the relevant trustee (or in the case of written resolutions, were duly adopted) and that such resolutions have not been amended or rescinded and are in full force and effect;

 

(g) that all resolutions of the shareholders of the Company required to approve the SVP or any amendments to the SVP were duly passed and at properly convened meetings of the shareholders of the Company and have not been amended or rescinded and are in full force and effect;

 

(h) that there has been no alteration in the status or condition of the Company since a search carried out at the Companies House of England and Wales on 10 December 2021 at 9:02 a.m. and an enquiry by telephone in respect of the Company at the Central Index of Winding Up Petitions on 10 December 2021 at 10:54 a.m.. However, it is our experience that such searches may be unreliable. In particular, they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in England nor do they indicate whether or not insolvency proceedings have been commenced elsewhere;

 

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Clifford Chance LLP

 

(i) that each director of the Company has disclosed any interests which he may have in the SVP in accordance with the provisions of the Companies Act 2006 and the articles of association of the Company;

 

(j) that each director of the Company (and each member of any relevant committee) discharged his fiduciary duty owed to the Company and acted honestly and that each relevant trustee discharged its fiduciary duties and acted honestly;

 

(k) that the offering or award of Shares under the SVP has been duly authorised by, and has and will be made in accordance with, the relevant Documents;

 

(l) that there have been no amendments to the form of articles of association of the Company referred to in the Appendix;

 

(m) that save for the Documents, there is no other document or arrangement which modifies or supersedes any of the Documents.

 

6. We express no opinion as to any agreement, instrument, document or matter other than as specified in this letter. We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law).

 

7. This letter is given solely for the purposes of the Company filing the Form S-8 and for the information of the persons to whom it is addressed and may not be relied upon for any other purpose or disclosed to or relied upon by any other person without our prior written consent. Furthermore this letter is given on the basis that any limitation on the liability of any other person to the persons to whom this letter is addressed, whether or not we are aware of that limitation, will not adversely affect our position in any circumstances.

 

Benefit of opinion

 

8. We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the "Commission") as an exhibit to the Form S-8 relating to the Shares. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Save as aforesaid, this opinion is addressed to you on the understanding that it may not be transmitted to any person for any purpose or quoted or referred to in any public document or filed with any government agency or other person without our prior consent.

 

Yours faithfully

 

/s/ Clifford Chance LLP

CLIFFORD CHANCE LLP

 

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Clifford Chance LLP

 

Appendix

 

Documents Reviewed

 

The Documents referred to in Paragraph 2 of this letter are copies of the following which have been provided to us by the Company with the exception of the documents referred to in (2) and (4) below which have been obtained from the United Kingdom's Companies House and the Central Index of Winding Up Petitions as the case may be on 10 December 2021.

 

(1) The draft Form S-8

 

(2) The articles of association of the Company as filed on 5 May 2021

 

(3) The rules of the SVP

 

(4) The searches referred to in paragraph 5(h) of this Legal Opinion

 

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Barclays PLC S-8

 

Exhibit 23.2

 

 

 

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors

 

Barclays PLC:

 

We consent to the use of our report dated 17 February 2021, with respect to the consolidated balance sheets of Barclays PLC and subsidiaries as of 31 December 2020 and 2019, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended 31 December 2020, and the related notes and specific disclosures described in Note 1 of the consolidated financial statements as being part of the consolidated financial statements, and the effectiveness of internal control over financial reporting as of 31 December, 2020, which report appears in the Annual Report on Form 20-F of Barclays PLC for the year ended 31 December, 2020, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration statement.

 

 

/s/ KPMG LLP

KPMG LLP

London, United Kingdom

December 10, 2021

 

 

 

 

Barclays PLC S-8

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

Reference is hereby made to the registration by Barclays PLC (“Barclays”) under the US Securities Act of 1933, as amended (the “Securities Act”), of ordinary shares to be issued, from time to time, by Barclays (the “Shares”) pursuant to the Barclays Group Share Value Plan. Such Shares will be registered on one or more registration statements on Form S-8 (each, a “Registration Statement”) and filed with the US Securities and Exchange Commission (the “SEC”).

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any Director of Barclays or the Group General Counsel and Company Secretary, and each of them, with full power in each of them to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Shares that is to be effective upon filing by Barclays pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

 

 

 

[Remainder of this page left intentionally blank.]

 

 
 

 

Date: September 30, 2021

  By:

/s/ Nigel Higgins

 
     

Nigel Higgins
Group Chairman

 
         

Date: September 30, 2021

  By: /s/ James Staley  
     

James Staley

 
     

Group Chief Executive

 
     

(Principal Executive Officer) and Executive Director

 
         

Date: September 30, 2021

  By: /s/ Tushar Morzaria  
     

Tushar Morzaria

 
     

Group Finance Director

 
     

(Principal Financing Officer and Principal Accounting Officer) and Executive Director

 
         

Date: September 30, 2021

  By: /s/ Michael Ashley  
     

Michael Ashley

 
     

Non-executive Director

 
         

Date: September 30, 2021

  By: /s/ Timothy Breedon CBE  
     

Timothy Breedon CBE

 
     

Non-executive Director

 
         

Date: September 30, 2021

  By: /s/ Julia Wilson  
      Julia Wilson  
     

Non-executive Director

 

Date: September 30, 2021

       
    By: /s/Mohamed A. El-Erian  
     

Mohamed A. El-Erian

 
     

Non-executive Director

 
         
    By:  
Date:    

Dawn Fitzpatrick

 
     

Non-executive Director

 
         
Date:   By:

 
      Mary Francis CBE  
     

Non-executive Director

 
         

Date: September 30, 2021

  By: /s/ Crawford Gillies  
     

Crawford Gillies

 
     

Non-executive Director

 
         
Date:   By:    
     

Dr. Brian Gilvary

 
     

Non-executive Director

 
         
Date:   By:    
     

Diane Schueneman

 
     

Non-executive Director

 
         

 

 

 

 

[Signature page of Power of Attorney]

 

 

Barclays PLC S-8

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

Reference is hereby made to the registration by Barclays PLC (“Barclays”) under the US Securities Act of 1933, as amended (the “Securities Act”), of (1) ordinary shares to be issued, from time to time, by Barclays (the “Shares”) pursuant to the Barclays Group Share Value Plan and (2) American Depositary Shares representing all or a portion of ordinary shares to be issued, from time to time, by Barclays (“ADRs” and, together with the Shares, the “Securities”). Such Shares will be registered on one or more registration statements on Form S-8 and such ADRs will be registered on one or more registration statements on Form F-6 (each such registration statement, a “Registration Statement”) and filed with the U.S. Securities and Exchange Commission (the “SEC”).

 

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints any Director of Barclays, the Group General Counsel and Company Secretary of Barclays, the Deputy Company Secretary of Barclays or any Assistant Secretary of Barclays, and each of them, with full power in each of them to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities that is to be effective upon filing by Barclays pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

 

[Remainder of this page left intentionally blank.]

 

 
 

 

 

Date: November 18, 2021 By: /s/ C.S. Venkatakrishnan
 

C.S. Venkatakrishnan

Group Chief Executive

(Principal Executive Officer) and Executive Director

 

 

 

[Signature page of Power of Attorney]

 

 

 

 

Barclays PLC S-8

Exhibit 24.3

 

POWER OF ATTORNEY

 

Reference is hereby made to the registration by Barclays PLC (“Barclays”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of (1) (i) debt securities, (ii) contingent capital securities and (iii) ordinary shares, in each case which may be offered and sold by Barclays (collectively, “Securities”); (2) ordinary shares to be issued, from time to time, by Barclays (the “Shares”) pursuant to the Barclays Group Sharepurchase Plan and Barclays Group Share Value Plan; and (3) American Depositary Shares of Barclays evidenced by American Depositary Receipts (the “ADRs”). Such Securities will be registered on one or more registration statements on Form F-3 (including amendments thereto), such Shares will be registered on one or more registration statements on Form S-8 and such ADRs will be registered on one or more registration statements on Form F-6, or each on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “SEC”) as may be necessary or advisable to effect such registration (each such registration statement, a “Registration Statement”). In connection with each Registration Statement, Barclays will file a Form F-N to appoint an agent for service of process in the United States (the “Form F-N”).

 

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints any Director of Barclays, the Group General Counsel and Company Secretary of Barclays, the Deputy Company Secretary of Barclays or any Assistant Secretary of Barclays, and each of them, with full power in each of them to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities, Shares or ADRs that is to be effective upon filing by Barclays pursuant to Rule 462(b) under the Securities Act and one or more Form F-Ns and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

This Power of Attorney shall continue in full force and effect for a period of three (3) years from the date hereof and may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

 

[Remainder of this page left intentionally blank.]

 

 
 

 

 

Date: November 24, 2021 By: /s/ Jennifer Fitzgibbon
 

Name: Jennifer Fitzgibbon

Title: Authorized Representative in the United States;

Americas Treasurer, Barclays Bank PLC (New York branch)

 

 

 

[Signature page of Power of Attorney]