Woolwich Shareholder Meetings

Woolwich PLC
4 October 2000


         WOOLWICH SHAREHOLDERS APPROVE BARCLAYS OFFER
                               
Woolwich plc confirms that its shareholders overwhelmingly approved the £5.4
billion recommended offer from Barclays PLC (the 'Offer') at two shareholder
meetings held yesterday.

The results of the votes at the Court Meeting and Extraordinary General
Meeting were as follows:

Court Meeting:

FOR the scheme of arrangement:       517,514 shareholders*
                                     representing 684,094,504 shares

AGAINST the scheme of arrangement:   20,772 shareholders*
                                     representing 18,018,540 shares

This is a vote in favour by 96% of the holders** of Woolwich shares present
and voting, either in person or by proxy, representing 97.4% in value of the
Woolwich shares held by such holders.

*  Includes individual Sharestore and Woolwich Single Company PEP holders
** For this purpose Sharestore and Woolwich Single Company PEP are each
   treated as one shareholder

Extraordinary General Meeting:

Special Resolution 1 - to approve the scheme of arrangement;
to give effect to the scheme of arrangement and to amend the
Company's articles of association for the purposes of the
scheme of arrangement:

FOR the resolution:      434,211 shareholders* 
                         representing 598,009,294 shares

AGAINST the resolution:  15,336 shareholders* 
                         representing 13,477,041 shares

97.8% of the shares voted in person or by proxy were cast in favour. The
resolution was therefore passed as a special resolution.

Special Resolution 2 - to approve the acquisition of that part
of the issued share capital of Sedgwick Independent Financial
Consultants Limited not already held by the Company:

FOR the resolution:      435,243 shareholders*
                         representing 599,352,166 shares

AGAINST the resolution:  14,303 shareholders*
                         representing 12,407,228 shares

98% of the shares voted in person or by proxy were cast in favour. The
resolution was therefore passed as a special resolution.

* Includes individual Sharestore and Woolwich Single Company PEP shareholders

Subject to final approval from the High Court and regulatory
approvals, it is expected that the Offer will become effective
on or around 24 October 2000 and dealings will begin in new Barclays
Shares the following day. The despatch of cheques and share
certificates in respect of new Barclays Shares to Woolwich
shareholders is expected to take place on or before 7 November
2000.

Commenting on the result of the meetings, Woolwich Chairman,
Sir Brian Jenkins said:

'This is an excellent result for shareholders, customers and
employees of The Woolwich. I am confident that, as a key part
of the enlarged Barclays Group, The Woolwich will continue to
build on its reputation for innovative products and committed
customer service.'

Barclays Chairman, Sir Peter Middleton, commented:

'We believe that this represents a significant opportunity for Woolwich
shareholders, staff and customers and look forward to welcoming them to the
Barclays Group when the transaction is formally completed, which we expect to
be later this month.'