Schroders : Notice of AGM 2024

Latest Practicable Date: save where specified otherwise, information in this document is correct as at 28 February 2024.

Notice of Annual General Meeting

The Annual General Meeting of Schroders plc will be held at 1 London Wall Place, London, EC2Y 5AU and electronically via a live broadcast on Thursday, 25 April 2024 at 11.30 a.m.

The Notice of Annual General Meeting is set out in this document.

Please complete and submit a Proxy Form or e-proxy in accordance with the instructions printed on the enclosed Proxy Form. The Proxy Form or e-proxy must be received no later than 11.30 a.m. on Tuesday, 23 April 2024. Shareholders can register the appointment of their proxy electronically via the internet at www.investorcentre.co.uk/eproxy where full instructions are given.

CREST members may appoint a proxy through the CREST electronic proxy appointment service.

If you are a participant in the Schroders Share Incentive Plan, you will receive an email explaining how you can submit your voting instructions.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from an appropriately authorised stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares please pass this document, together with the accompanying documents, to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

2 Schroders Notice of Annual General Meeting

Schroders plc

1 London Wall Place, London, EC2Y 5AU Tel: 020 7658 6000 www.schroders.com

To shareholders and participants in the Schroders Share Incentive Plan

22 March 2024

Dear Shareholder,

Annual General Meeting

On behalf of the Board, I would like to invite you to the 2024 AGM of Schroders plc on Thursday, 25 April 2024, the Notice of Meeting ('Notice') for which is attached on pages 6 to 8. More information about the Group's performance during 2023 and its strategy and governance can be found in the 2023 Annual Report.

Attendance

We consider the AGM to be an important part of our shareholder communications programme. The AGM will be held as a 'hybrid' meeting, which allows shareholders the choice of joining us in person by attending the meeting at 1 London Wall Place or by joining us remotely via a live online broadcast using the Lumi platform. Further details on how you can join us are set out in Appendix 1 of this Notice.

Voting arrangements

Your vote is important to us. We strongly encourage you to vote in advance or to appoint the Chair as your proxy if you are unable to attend, either in person or electronically, and vote on the day. All votes will be by poll which means that each share carries one vote and all votes count.

Details on how to vote are included on the Proxy Form accompanying this Notice and in Appendix 1.

Completed Proxy Forms (including e-proxies) should be submitted to the Company's Registrar, Computershare, as soon as possible but in any event to arrive no later than 11.30 a.m. on Tuesday, 23 April 2024. If you are a participant in the Schroders Share Incentive Plan, you will receive an email explaining how you can submit your voting instructions. The voting results will be announced shortly after the AGM and will also be available on the Company's website (www.schroders.com/ agm).

How to ask questions

Questions for the Board can be submitted in advance or asked in person or through the Lumi platform at the AGM. To enable the Board to answer as many shareholder questions as possible, we strongly encourage you to submit your questions in advance of the AGM. Pre-submitted questions can also be emailed to CompanySecretary@schroders.com. Questions that are received by email by 5.00 p.m. on Tuesday, 23 April 2024 will be addressed at the AGM. A summary of the questions and answers will be made available on our website as soon as practicable following the conclusion of the AGM.

Director changes

Richard Oldfield was appointed to the Board as an executive Director on 2 October 2023, succeeding Richard Keers as Chief Financial Officer of the Company. Richard brings a global

perspective and his experience of audit and advisory with large multinational financial services organisations will help us to continue to deliver our strategy. I would like to thank Richard Keers for his significant contribution to the business as our Chief Financial Officer for over 10 years.

Annette Thomas was appointed to the Board as an independent non-executive Director on 1 September 2023. Annette is a highly experienced board member with a long track record of driving growth in the information, data, education and media industries. Her digital, data and analytics expertise will be of great benefit to Schroders as we continue to invest in these important areas.

Iain Mackay was appointed as an independent non-executive Director on 1 January 2024. Iain brings his experience as Chief Financial Officer of FTSE 100 companies and his considerable knowledge of global organisations operating in many of the international markets in which we operate.

Iain will succeed Rhian Davies as Chair of the Audit and Risk Committee at the conclusion of the meeting. Having served almost nine years on the Board, Rhian has decided not to seek re-election at this year's AGM and will stand down as a Director at the conclusion of the meeting. I would like to thank Rhian for her enormous contribution to the Board over the last nine years and as Chair of the Audit and Risk Committee and a member of the Remuneration Committee.

Frederic Wakeman was appointed as an independent non-executive Director on 1 January 2024. Frederic will bring insights from the US and UK into private equity and private markets which will be invaluable as we continue to build Schroders Capital, our private markets business.

In accordance with our Articles of Association, Richard, Annette, Iain and Frederic are each standing for election at the first AGM following their respective appointments.

Political Donations

The Company and its subsidiaries have not incurred any political expenditure or made any donations to political organisations in the past four financial years since the previous approval by shareholders of authority to do so, and we do not intend to make such donations in the future. Resolution 18 seeks authorisation for normal expenditure which, according to the wide definitions used in the Act, may be deemed to be political expenditure or a donation to a political organisation. The authority requested by the resolution is on the same terms as those approved by shareholders in 2020.

Rule 9 Waiver & Buyback Authority

At the 2023 AGM, shareholders approved a share buyback authority in line with the typical authority granted to UK listed companies. Resolution 20 would, if approved, renew this authority, subject to certain parameters.

As a consequence of any buyback of shares by the Company, it is likely that the Principal Shareholder Group's (PSG) aggregate shareholding in the Company would passively increase from the current 44.11%. If this were to happen, under the Takeover Code the PSG would be required to make a mandatory cash offer for the whole Company. Accordingly, a waiver has been obtained from the Takeover Panel of this obligation if the aggregate shareholding of the PSG were to increase as a result of any buyback of shares. This waiver is conditional on approval by the Independent Shareholders of the Waiver Resolution at the AGM, which is proposed as Resolution 19.

Members of the PSG are supportive long-term shareholders and intend to retain a substantial shareholding in the Company over the long term. The authority being sought under Resolution 20 is limited to 128,515,118 ordinary shares so that repurchases by the Company up to the maximum amount allowed under the Buyback Authority (if such repurchases were exclusively from persons other than the Principal Shareholder Group) would not result in the PSG holding more than 47.93% of the Company's ordinary shares, which is the level the PSG held prior to the simplification of the Company's dual share class structure in September 2022.

The Board expects to seek renewal of the Buyback Authority (and the associated Waiver Resolution) annually until such time as the PSG's holding of ordinary shares has returned to the level of 47.93%.

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Explanatory notes

Explanatory notes for each of the resolutions proposed, the voting procedure and an explanation of the business to be conducted at the AGM are set out from page 9.

Board Recommendation

Resolutions other than the Waiver Resolution

The Directors consider that Resolutions 1 to 18 and 20 to 21 are in the best interests of the Company and its shareholders as a whole and the Directors unanimously recommend that shareholders vote in favour of all of these resolutions, as they intend to do with respect to their own ordinary shares.

Waiver Resolution

In accordance with the Takeover Code, the PSG Directors, who are Claire Fitzalan Howard and Leonie Schroder, did not participate in the Board's consideration and recommendation of the Waiver Resolution (Resolution 19), as the potential percentage increase in the PSG's interest in ordinary shares as a result of any exercise of the Buyback Authority is the subject of the Waiver Resolution.

The Non-PSG Directors, who have been so advised by Barclays and J.P. Morgan Cazenove, consider the Waiver Resolution to be fair and reasonable and in the best interests of the Independent Shareholders, the Company and its shareholders as a whole. In providing this advice to the Non-PSG Directors, Barclays and J.P. Morgan Cazenove have taken into account the Non- PSG Directors' commercial assessments. Accordingly, the Non-PSG Directors unanimously recommend that the Independent Shareholders vote in favour of the Waiver Resolution, as they intend to do with respect to their own ordinary shares (being 246,979 ordinary shares in aggregate, representing 0.0153% of the total ordinary shares in issue).

The Board and I look forward to welcoming you to the AGM.

Yours faithfully,

Dame Elizabeth Corley

Chair

Registered Office at

the above address

Registered number

3909886 England

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2024 Annual General Meeting of Schroders plc will be held at 1 London Wall Place, London, EC2Y 5AU and electronically via a live broadcast on Thursday, 25 April 2024 at 11.30 a.m. to transact the following business:

Resolutions

To consider and, if thought fit, pass resolutions 1 to 19 as ordinary resolutions and resolutions 20 to 21 as special resolutions.

Annual Report and Accounts

1. That the Annual Report and Accounts of the Company for the year ended 31 December 2023 be received and adopted.

Final dividend

2. That a final dividend of 15.0 pence per ordinary share as recommended by the Directors be declared payable on 2 May 2024 to shareholders on the register on 22 March 2024.

Remuneration report

3. That the remuneration report, as set out on pages 74 to 93 of the Annual Report and Accounts for the year ended 31 December 2023, be approved.

Election and re-election of Directors

1. That Iain Mackay be elected as a Director.
2. That Richard Oldfield be elected as a Director.
3. That Annette Thomas be elected as a Director.
4. That Frederic Wakeman be elected as a Director.
5. That Dame Elizabeth Corley be re-elected as a Director.
6. That Peter Harrison be re-elected as a Director.
7. That Ian King be re-elected as a Director.
8. That Rakhi Goss-Custard be re-elected as a Director.
9. That Deborah Waterhouse be re-elected as a Director.
10. That Matthew Westerman be re-elected as a Director.
11. That Claire Fitzalan Howard be re-elected as a Director.
12. That Leonie Schroder be re-elected as a Director.

Auditor

1. That Ernst & Young LLP, Chartered Accountants and Statutory Auditors, be re-appointed as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.
2. That the Audit and Risk Committee be authorised to determine the remuneration of the auditor.

Political Donations

18. That pursuant to section 366 of the Companies Act 2006 the Company and all companies that are subsidiaries of it at any time during the period for which this resolution shall have effect be and are hereby authorised to:

1. make political donations to political parties or independent election candidates not exceeding £50,000 in total;
2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and

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1. incur political expenditure not exceeding £50,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during the period beginning with the date of the passing of this resolution and ending on 30 April 2028 or, if sooner, at the conclusion of the Annual General Meeting of the Company to be held in 2028.

For the purpose of this resolution the terms 'political donations', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Companies Act 2006.

Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code

19. That, subject to Resolution 20 being passed, approval be granted for the waiver by the Panel on Takeovers and Mergers of any obligation that could arise pursuant to Rule 9 of the Takeover Code for the Principal Shareholder Group, or any persons acting in concert with the Principal Shareholder Group, to make a general offer for all the ordinary shares in the capital of the Company (being all of the issued share capital of the Company) following any increase in the percentage of ordinary shares in which the Principal Shareholder Group, or any persons acting in concert with the Principal Shareholder Group, are interested resulting from the exercise by the Company of the authority to purchase its own ordinary shares granted pursuant to Resolution 20 below, subject to the following limitations and provisions:

1. no approval for such waiver is given where the resulting interest of the Principal Shareholder Group, together with the interest of those acting in concert with the Principal Shareholder Group (other than the Company and any member of the Company's Group), would exceed 47.93% or more of the ordinary shares; and
2. such approval shall (unless previously renewed, varied or revoked by the Company in a general meeting) expire at the end of the Company's next annual general meeting (or, if earlier, the close of business on 30 June 2025).

Only the votes cast by the Independent Shareholders, on a poll, will be counted for the purposes of Resolution 19.

Authority to purchase own shares

20. That, subject to Resolution 19 being passed, the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases within the meaning of section 693(4) of the Companies Act 2006 of its ordinary shares of 20 pence each, subject to the following conditions:

1. such authority be limited to a maximum number of 128,515,118 shares;
2. in the case of purchases made otherwise than by tender offer, the maximum price, exclusive of expenses, at which shares may be purchased is the higher of:
3. 1. 5% above the average of the middle market quotations for the shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and
   2. the higher of the price of the last independent trade and the highest current independent purchase bid on the London Stock Exchange at the time the purchase is carried out;
4. the minimum price at which shares may be purchased is 20 pence per share, exclusive of expenses;

1. such authority shall, unless renewed, varied or revoked by the Company in a general meeting prior to such time, expire at the conclusion of the next annual general meeting of the Company (or, if earlier, the close of business on 30 June 2025) save that the Company may before such expiry enter into a contract to purchase ordinary shares which would or might be completed or executed wholly or partly after its expiry and may make a purchase of ordinary shares in pursuance of any such contract as if such authority had not expired.

Notice of general meetings

21. 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.

Graham Staples

Company Secretary

22 March 2024

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EXPLANATORY NOTES TO THE RESOLUTIONS

Resolutions 1 to 19 will be proposed as ordinary resolutions and resolutions 20 to 21 as special resolutions.

Resolution 1 - Annual Report and Accounts

For each financial year the Directors are required to present the Annual Report and Accounts of the Company to shareholders.

Resolution 2 - Final dividend

The payment of the final dividend of 15.0 pence per ordinary share in respect of the year ended 31 December 2023, which is recommended by the Board, requires the approval of shareholders in a general meeting.

Resolution 3 - Remuneration report

Under section 420 of the Act, the Directors must prepare a remuneration report detailing the remuneration of the Directors and containing a statement by the Chair of the Remuneration Committee. The Act also requires that a resolution be put to shareholders each year for their approval of that report. This is an advisory resolution only.

Resolutions 4 to 15 - Election and re-election of Directors

The Listing Rules require companies with a shareholder or shareholders who could, when acting in concert, exercise 30% or more of the voting rights of a company at a general meeting, to enter into a binding agreement with that shareholder or shareholders. This is intended to ensure that the parties to the agreement comply with certain independence provisions in the Listing Rules. The members of the Company's Principal Shareholder Group, who in aggregate hold or control 711,068,586 ordinary shares (44.11%), are deemed to be acting in concert for these purposes and accordingly the Company is party to such an agreement (the 'Relationship Agreement') with the members of the Principal Shareholder Group. In these circumstances, the Listing Rules require the election or re-election of any independent Director by shareholders to be approved by a majority of both:

1. the shareholders of the Company; and
2. the Independent Shareholders (that is, the shareholders of the Company entitled to vote on the election or re-election of Directors and who are not party to the Relationship Agreement).

Resolutions 4, 6, 7, 8 and 10 to 13 relate to the elections of Iain Mackay, Annette Thomas and Frederic Wakeman and the re-election of Dame Elizabeth Corley, Ian King, Rakhi Goss-Custard, Deborah Waterhouse and Matthew Westerman. None of these Directors have any historic or current relationship or agreement with the Company, its other Directors or the members of the Principal Shareholder Group who are party to the Relationship Agreement and therefore the Board has determined they are Independent Directors. The Board considers that each of the Independent Directors proposed for election or re-election brings, or continues to bring independent challenge, oversight and advice to the Company.

Accordingly, resolutions 4, 6, 7, 8 and 10 to 13 are being proposed as ordinary resolutions on which all shareholders may vote, and in addition the Company will separately count the number of votes cast by the Independent Shareholders in favour of each resolution (as a proportion of the total votes of Independent Shareholders cast on the resolution) to determine whether the relevant majorities referred to above have been achieved. The Company will announce the results of resolutions 4, 6, 7, 8 and 10 to 13 on this basis as well as announcing the results of the ordinary resolution of all shareholders.

If the ordinary resolution to approve the election or re-election of an Independent Director is passed, but separate approval by the Independent Shareholders is not given, the Listing Rules permit an existing Independent Director to remain in office pending a further ordinary resolution of all the shareholders to approve the election or re-election of that Director. If separate Independent Shareholder approval is not given for resolutions 4, 6, 7, 8 and 10 to 13, the Company intends that the relevant appointment will end 120 days from the date of the original vote, unless a further