Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 197 report information sustainability report Governance review review statements Annual Report 2022 Remuneration report Annual statement from the Chair of the Board Remuneration Committee The Over-issuance of Securities under Dear Fellow Shareholders Contents BBPLC's US shelf registration statements On behalf of the Board, I am pleased to Annual statement 197 was a deeply disappointing feature of present the Remuneration report for 2022. Remuneration philosophy 204 2022. A review of the facts and 2022 was another year of extraordinary circumstances was completed by external Fair Pay at a glance 207 economic and political uncertainty, with counsel and the Committee has taken the Employee remuneration policy far-reaching consequences for our findings of that review seriously. We have summary 208 economy and society. Our strategy and thoughtfully and deliberately adjusted our diversified universal banking model were Directors’ remuneration policy 209 remuneration decisions to ensure that this once again put to the test and proved over-issuance matter is reflected. Annual report on Directors’ resilient and robust, delivering double-digit remuneration 218 With all of the above in mind, I explain in this returns in each of our three main lines of statement our key stakeholder business. We achieved our target of considerations this year, the remuneration generating a Group return on tangible Board Remuneration decisions we’ve made and our areas of equity (RoTE) greater than 10%, while focus for 2023. Committee providing much-needed support to customers, clients and communities in Our new Directors’ Brian Gilvary Chair, Board Remuneration Committee periods of difficulty. remuneration policy The Group has provided stability and I would like to thank shareholders for support in an uncertain economic supporting the 2021 implementation of environment. Our performance this year is our current Directors’ remuneration policy set against a backdrop of higher inflation, (DRP) at our last Annual General Meeting slower economic growth, political (AGM), in May 2022, where it received 89% uncertainty and extreme shock of the of votes in favour. Russian invasion of Ukraine, during an Shareholders approved our current DRP in already-challenging time as the world still 2020, to apply for three years. In this report suffers the longer-term impacts of the we set out our proposed new DRP, which – COVID-19 pandemic. Our employees have but for one relatively minor change – is been steadfast in their commitment to substantially the same as the current DRP, meeting the needs of our customers and for shareholder approval at the upcoming clients, whether helping retail customers 2023 AGM. manage their finances, providing additional Committee membership and a The Committee reviewed the current DRP support to vulnerable customers facing meeting attendance and concluded that it has been operating challenges due to inflationary pressures, or Meetings attended/ eligible to attend effectively and is well aligned with our helping institutional and corporate clients (including ad hoc remuneration philosophy. We were keen to navigate market volatility. meetings) Member ensure that the remuneration policy for We have considered stakeholder Brian Gilvary 7/7 Executive Directors remains aligned with perspectives carefully when making Dawn Fitzpatrick 6/7 that for the wider workforce wherever remuneration decisions. Those decisions Mary Francis 7/7 appropriate. Over the three-year life of the reflect our financial and non-financial current DRP, we have regularly discussed Note performance, both absolute and relative, a There were five scheduled meetings and two ad hoc remuneration policies and outcomes with as well as the execution of our strategy, meetings of the Committee in 2022. Owing to a prior major shareholders, to explain our thinking commitment, Dawn Fitzpatrick was unable to attend our risk and controls and our commitment one scheduled meeting of the Committee. and gather feedback, and we are grateful to Fair Pay. You can read more about our to those shareholders for their helpful and approach to pay fairness in our fifth annual You can find more information on our approach to pay productive engagement. As a result, the + Fair Pay Report, published alongside this fairness in our Fair Pay Report at: home.barclays/ only material change proposed is to annualreport Annual Report. We have also published our simplify the shareholding requirements for pay gap figures for employees in the UK Our UK pay gap figures for 2022 and narrative the Executive Directors and align the + explaining them are available at: home.barclays/ and in Ireland. diversity operation of those requirements with market practice, as summarised in the table overleaf. The full new DRP is set out later in this Remuneration report.