Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 193 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Other statutory and regulatory information (continued) The Board may further direct that, if the required by the Board to evidence right to The trustees of the EBTs may exercise all shares of the defaulting member transfer, (ii) it is in respect of one class of rights attached to the shares in accordance with their fiduciary duties, represent 0.25% or more of the issued shares only, and (iii) it is in favour of a single shares of the relevant class, dividends or transferee or not more than four joint other than as specifically restricted in the other monies payable on those shares transferees (except in the case of documents governing the Plans. The shall be retained by the Company until the executors or trustees of a member). trustees of the EBTs have informed the direction ceases to have effect and no Company that their normal policy is to The Company is not aware of any abstain from voting in respect of the transfer of those shares shall be registered agreements between holders of securities (other than certain specified ‘excepted Barclays shares held in trust. The trustees that may result in restrictions on the transfers’). A direction ceases to have of the Global Sharepurchase EBT and UK transfer of securities or voting rights. effect seven days after the Company has Sharepurchase EBT may vote in respect of Variation of rights received the information requested, or Barclays shares held in the EBTs, but only The rights attached to any class of shares as instructed by participants in those Plans when the Company is notified that an may be varied either with the consent in excepted transfer of all of the relevant in respect of their partnership shares and writing of the holders of at least 75% in shares to a third party has occurred, or as (when vested) matching and dividend nominal value of the issued shares of that the Board otherwise determines. shares. The trustees will not otherwise class, or with the sanction of a special vote in respect of shares held in the Transfers resolution passed at a separate meeting of Sharepurchase EBTs. Ordinary shares may be held in either the holders of the shares of that class. The Special rights certificated or uncertificated form. rights of shares shall not (unless expressly Certificated ordinary shares may be There are no persons holding securities provided by the rights attached to such that carry special rights with regard to the transferred in writing in any usual or other shares) be deemed varied by the creation form approved by the Group Company control of the Company. of further shares ranking equally with them Secretary and executed by or on behalf of or subsequent to them. Major shareholders the transferor. Transfers of uncertificated Major shareholders do not have different Limitations on foreign shareholders ordinary shares must be made in voting rights from those of other There are no restrictions imposed by the accordance with the Companies Act 2006 shareholders. Information provided to the Articles or (subject to the effect of any and the CREST Regulations. Company by substantial shareholders economic sanctions that may be in force The Board is not bound to register a (holding voting rights of 3% or more in the from time to time) by current UK laws transfer of partly paid ordinary shares or financial instruments of the Company) which relate only to non-residents of the fully paid shares in exceptional pursuant to the DTRs are published via a UK and which limit the rights of such non- circumstances approved by the FCA. The Regulatory Information Service and is residents to hold or (when entitled to do Board may also decline to register an available on the Company’s website. As at so) vote the ordinary shares. instrument of transfer of certificated 31 December 2022, the Company had Exercisability of rights under an ordinary shares unless (i) it is duly stamped, been notified under Rule 5 of the DTRs of employee share scheme deposited at the prescribed place and the following holdings of voting rights in its EBTs operate in connection with certain of accompanied by the share certificate(s) shares. the Group’s Employee Share Plans (Plans). and such other evidence as reasonably % of total voting rights Number of Barclays attaching to issued Nature of holding (direct a Person interested Shares share capital or indirect) b BlackRock Inc 944,022,209 5.78 indirect c Qatar Holding LLC 1,017,455,690 5.99 direct Notes a The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5 of the DTRs. b Total shown includes 6,687,206 contracts for difference to which voting rights are attached. Part of the holding is held as American Depositary Receipts. On 7 February 2023, BlackRock, Inc. disclosed by way of a Schedule 13G filed with the SEC beneficial ownership of 1,383,730,106 ordinary shares of the Company as at 31 December 2022, representing 8.7% of that class of shares. c Qatar Holding LLC is wholly owned by Qatar Investment Authority. On 16 January 2023, Qatar Investment Authority disclosed by way of a Schedule 13G filed with the SEC beneficial ownership of 800,120,690 ordinary shares of the Company as at 31 December 2022, representing 5.04% of that class of shares.