New Articles of Association

Company No. 48839

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THE COMPANIES ACT 2006

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PUBLIC COMPANY LIMITED BY SHARES

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ARTICLES OF ASSOCIATION

OF

BARCLAYS PLC

(as adopted by special resolution on 9 May 2024)

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

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Company No. 48839

________________________________________

THE COMPANIES ACT 2006

________________________________________

_______________________________________

PUBLIC COMPANY LIMITED BY SHARES

_______________________________________

ARTICLES OF ASSOCIATION

OF

BARCLAYS PLC

PRELIMINARY

1. INTERPRETATION

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

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

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

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

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

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

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

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

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

"director" means a director of the Company;

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

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

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

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

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

"group" means the Company and its subsidiary undertakings;

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

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

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

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

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

"member" means a member of the Company;

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

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

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

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

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

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

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

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

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

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

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

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

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

"United Kingdom" means the United Kingdom of Great Britain and NortheIreland.

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

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

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

2. MODEL ARTICLES OR REGULATIONS NOT TO APPLY

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

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