Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 190 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Other statutory and regulatory information The Directors present their report together with the audited accounts for the year ended 31 December 2022. Other statutory and regulatory information The nominee company of certain Other information that is relevant to the Directors’ report, and which is incorporated by Employee Benefit Trusts (EBTs) holding reference into this report, can be located as follows: shares in Barclays in connection with the Page operation of our employee share plans has Remuneration policy, including details of the remuneration of each Director and 209, 240 to lodged evergreen dividend waivers on 241 Directors’ interests in shares shares held by it that have not been Corporate Governance Statement 186 to 187 allocated to employees. The total amount Risk review 264 of dividends waived during the year ended 31 December 2022 was £6.28m (2021: Disclosures required pursuant to Large and Medium-sized Companies and Groups (Accounts and £1.02m). Reports) Regulations 2008 as updated by Companies (Miscellaneous Reporting) Regulations 2018 Board of Directors can be found on the following pages: The names of the current Directors of Page BPLC, along with their biographical details, Engagement with employees (Sch. 7, Para 11 and 11A 2008/2018 Regs) 31 to 38 are set out on pages 143 to 146 and are Policy concerning the employment of disabled persons (Sch. 7, para 10 2008 Regs) 33 incorporated into this Directors’ report by reference. Changes to Directors during Engagement with suppliers, customers and others in a business relationship (Sch. 16 to 30 and 7, Para 11 B 2008/2018 Regs) 39 to 44 the year and up to the date of this report are set out below. Financial instruments (Sch. 7, para 6 2008 Regs) 447 Hedge accounting policy (Sch. 7, para 6 2008 Regs) 447 Effective Name Role date Disclosures required pursuant to Listing Rule 9.8.4R can be found on the following pages: Robert Berry Non- Appointed Page Executive 8 February Allotment for cash of equity securities 488 Director 2022 Waiver of dividends 190 Tushar Executive Resigned Morzaria Director 22 April Profit and dividends Section 414A of the Companies Act 2006 2022 requires the Directors to present a Statutory profit after tax for 2022 was Anna Cross Executive Appointed 1 Strategic report in the Annual Report and £5,973m (2021: £7,056m ). The 2022 full Director 23 April Financial Statements. This report can be year dividend of 5.0p per ordinary share will 2022 found on page 1 to 65. be paid on 31 March 2023 to shareholders Marc Moses Non- Appointed whose names are on the Register of The Company has chosen, in accordance Executive 23 January Members at the close of business on 24 with section 414C (11) of the Companies Director 2023 February 2023. With the 2022 half year Act 2006, and as noted in this Directors’ dividend totalling 2.25p per ordinary share, report, to include certain matters in its Appointment and retirement of paid in September 2022, the total dividend Directors Strategic report that would otherwise be for 2022 is 7.25p (2021: 6.0p) per ordinary disclosed in this Directors’ report: The appointment and retirement of share. The half year and full year dividends Directors is governed by our Articles, the • an indication of likely future for 2022 amounted to £1,028m (2021: Code, the Companies Act 2006 and developments may be found in the £512m). BPLC also completed share buy- related legislation. Strategic report back programmes during 2022, further The Articles may be amended only by a • the particulars of important events details of which can be found on page 194. special resolution of the shareholders. The affecting the Company since the Shareholders may have their dividends Board has the power to appoint additional financial year end can be found in the reinvested in Barclays by joining the Directors or to fill a casual vacancy among Strategic report and Note 26 (Legal, Barclays DRIP. Further details regarding the Directors and any Director so competition and regulatory matters) to the DRIP can be found at home.barclays/ appointed holds office only until the next the financial statements. dividends and shareview.co.uk/info/drip. AGM and may offer themselves for re- Note election. The Code recommends that all 1 2021 financial and capital metrics have been restated to reflect the impact of the Over-issuance of Securities. See directors of FTSE 350 companies should Impact of the Over-issuance of Securities on page 356 and be subject to annual re-election. All Restatement of financial statements (Note 1a) on page 428 for further details Directors who will be continuing in office intend to offer themselves for election or re-election at the 2023 AGM save for Mike