Abrdn : AGM Guide 2023

AGM guide 2023

abrdn.com

Welcome to the meeting…

The Company's next annual general meeting ('AGM') will take place at the Assembly Rooms, 54 George Street, Edinburgh EH2 2LR on Wednesday 10 May 2023 at 2pm.

The meeting

For the 2023 AGM, shareholders can attend the meeting in person at the Assembly Rooms or join the meeting electronically.

Shareholders planning to attend electronically should refer to page 22 of this AGM guide for details of the electronic attendance arrangements, including how to register, vote and ask questions.

Agenda

Introduction

The Chairman will introduce the Directors and outline the business of the AGM.

Presentations and question and answer session The Chairman and the Chief Executive Officer will review your business and provide an overview of abrdn's plans for 2023. After this, there will be an opportunity to ask questions.

Voting

You will be asked to consider and vote on a number of resolutions. These resolutions are listed in full on pages 3 to 5 and there's an explanation from the Chairman on pages 8 to 11.

Notice of Annual General Meeting

Notice is hereby given that the 2023 Annual General Meeting of the shareholders of abrdn plc (the 'Company') will take place at the Assembly Rooms, 54 George Street, Edinburgh EH2 2LR on Wednesday 10 May 2023 at 2pm to consider and, if thought fit, to pass the resolutions set out on the following pages, of which resolutions 1 to 9 and 12 will be proposed as ordinary resolutions and resolutions 10, 11, 13 and 14 will be proposed as special resolutions.

1. To receive and consider the accounts for the year to

31 December 2022, together with the reports of the Directors and of the auditors on those accounts.

• 2. To declare a final dividend of 7.30 pence per ordinary

• share in respect of the year to 31 December 2022.

• 3. To re-appoint KPMG LLP as auditors of the Company until the conclusion of the next annual general meeting of the Company.

• 4. To authorise the audit committee of the Company to set the fees of the auditors for the year to 31 December 2023 for and on behalf of the board of directors of the Company.

• 5. To approve the Directors' remuneration report for the year to 31 December 2022, set out on pages 103 to 130 of the annual report and accounts 2022, excluding the Directors' remuneration policy.

• 6. To approve the Directors' remuneration policy, set out within the Directors' remuneration report on pages 120 to 130 of the annual report and accounts 2022.

• 7. By separate resolutions, to re-elect the following as Directors of the Company:

  • 7A. Sir Douglas Flint CBE

  • 7B. Jonathan Asquith

  • 7C. Stephen Bird

  • 7D. Catherine Bradley CBE

  • 7E. John Devine

  • 7F. Hannah Grove

  • 7G. Pam Kaur

  • 7H. Michael O'Brien

  • 7I. Cathleen Raffaeli

8. In accordance with sections 366 and 367 of the

Companies Act 2006 (the 'Act'), to authorise the Company and all companies that are subsidiaries of the Company at the time at which this resolution is passed or at any time during the period for which this resolution has effect to:

• i. make political donations to political parties or independent election candidates, as defined in sections 363 and 364 of the Act, not exceeding in aggregate £100,000;

• ii. make political donations to political organisations other than political parties, as defined in sections 363 and 364 of the Act, not exceeding in aggregate £100,000; and

• iii. incur political expenditure, as defined in section 365 of the Act, not exceeding in aggregate £100,000; during the period beginning with the date on which this resolution is passed and ending at the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), provided that each authorised sum referred to in paragraphs i., ii. and iii. above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds Sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company (or its subsidiary, as the case may be) enters into any contract or undertaking in relation to the same.

• 9. To authorise the Directors (including a duly authorised committee thereof) generally and unconditionally pursuant to section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £93,209,795 provided that this authority shall (unless previously renewed, revoked or varied by the Company in general meeting) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

• 10. To authorise the Directors (including a duly authorised committee thereof) to: (a) allot equity securities

  (as defined in section 560 of the Companies Act 2006 (the 'Act')) for cash pursuant to the authority conferred by resolution 9; and/or (b) sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561(1) of the Act did not apply to any such allotment and/or sale, provided that this power shall be limited to:

i.

the allotment of equity securities and/or sale of treasury shares in connection with a rights issue, open offer or any other pre-emptive offer:

• a. to holders of ordinary shares (excluding any holder of shares held as treasury shares) in proportion (as nearly as may be practicable) to their existing holdings; and

• b. to holders of other equity securities (excluding any holder of shares held as treasury shares), as required by the rights of those securities, or as the Directors otherwise consider necessary, subject, in either case, to such exclusions or other arrangements as the Directors (including a duly authorised committee thereof) may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in any territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

ii. the allotment (otherwise than pursuant to sub-paragraph i.) of equity securities up to an aggregate nominal amount of £13,981,469 provided that this authority shall expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry, and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

11. To authorise the Company generally and unconditionally for the purposes of section 701 of the Companies Act 2006 (the 'Act') to make market purchases, within the meaning of section 693(4)

of the Act, of its own ordinary shares subject to the following conditions:

i. the maximum number of such ordinary shares hereby authorised to be purchased is 300,083,639;

• ii. the maximum price, exclusive of expenses, which may be paid for any such ordinary share is the higher of:

  • a. 5% above the average of the middle market quotations for the ordinary shares in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such ordinary shares are contracted to be purchased; and

  • b. the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Daily Official List at the time the purchase is carried out;

• iii. the minimum price, exclusive of expenses, which may be paid for any such ordinary share is the nominal price of that share; and

• iv. such authority shall (unless renewed prior to such time) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, enter into a contract or contracts to purchase its ordinary shares which would or might be completed wholly or partly after such expiry and may purchase its ordinary shares in pursuance of any such contract or contracts as if the authority conferred by this resolution had not expired.

12. To authorise the Directors (including a duly authorised committee thereof) generally and unconditionally pursuant to section 551 of the Companies Act 2006 (the 'Act') to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

• i. up to a maximum aggregate nominal amount of £47,000,000 in relation to any issue by the Company of Convertible Bonds that automatically convert into or are exchanged for shares in the Company in prescribed circumstances where the Directors consider that such an issuance of Convertible Bonds would be desirable in connection with, or for the purposes of complying with or maintaining compliance with, the regulatory capital requirements and targets applicable to the Company and/or the Group from time to time; and

• ii. subject to applicable law and regulation, at such allotment, subscription or conversion prices (or such maximum or minimum allotment, subscription or conversion prices or using such allotment, subscription or conversion methodologies) as may be determined by the Directors from time to time.

This authority shall apply in addition to all other authorities granted pursuant to section 551 of the Act (including any authority granted pursuant to resolution 9, if passed) and shall (unless previously renewed, revoked or varied by the Company in general meeting) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date onwhich this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

• 13. To authorise the Directors (including a duly authorised committee thereof), subject to and conditional on the passing of resolution 12, to allot equity securities (as defined in section 560 of the Companies Act 2006 (the 'Act')) for cash pursuant to the authority conferred by resolution 12 as if section 561(1) of the Act did not

  apply to any such allotment.

  This authority shall apply in addition to any authority

  granted pursuant to resolution 10, if passed, and shall

  (unless previously renewed, revoked or varied by the Company in general meeting) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

• 14. To authorise and approve that a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By Order of the Board

28 March 2023

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