Notice of 2024 Annual General Meeting

The British Medical Association,
BMA House, Tavistock Square, Bloomsbury,
London WC1H 9JZ
Thursday 23 May 2024 at 11.00am

This document is important and requires your immediate attention. If you are unsure as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your ordinary shares, please pass this document, together with all accompanying documents, to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Investing in a brighter future

Legal & General

Chair's letter

Dear shareholder

I am pleased to invite you to Legal & General Group Plc's (the 'Company') 2024 Annual General Meeting (the 'AGM') and to make available your notice of meeting (the 'Notice').

AGM arrangements

Following continued positive feedback on the physical location of our AGM, the meeting will once again be held at the British Medical Association, BMA House, Tavistock Square, Bloomsbury, London WC1H 9JZ, at 11.00am on Thursday 23 May 2024. As in previous years, additional facilities will be available for shareholders to join and vote electronically. The Board very much hopes you will be able to join us again this year. For shareholders attending in person, registration will open at 10.00am and tea, coffee and pastries will be served in the Great Hall until 10.50am. A light buffet lunch will be provided following the AGM. The directors will be in attendance at the lunch, and they look forward to meeting you in person then.

Shareholders who plan to attend electronically should refer to pages 13 and 14 of this Notice, where they will be able to find details of the electronic attendance arrangements, including how to vote and ask questions online.

Any changes to the arrangements for the AGM (including any change to the location of the AGM) will be communicated to shareholders before the meeting via the website at: http://group.legalandgeneral.com/en/investors/retail-shareholder-centre/agm and via a Regulatory News Service ('RNS') announcement.

Changes to the Board

Last June, we announced the appointment of António Simões as Group Chief Executive Officer ('CEO'), and we were delighted to welcome António formally to the Company and the Board on 1 January 2024. António brings a formidable leadership track record at the most senior level of financial services, working across complex, global organisations. His energy, ambition and strategic drive complements the outstanding expertise and skills of our Board, and we are excited to work with António to ensure that the Company continues to deliver on its enormous potential for all of our stakeholders. At the end of 2023, we said our farewells to Sir Nigel Wilson, our former Group CEO, following his planned retirement from the Company. I would like to reiterate my thanks to Nigel for his outstanding contribution over fourteen years which saw him successfully navigate the Group through a number of significant geopolitical and economic changes.

On 22 September 2023, we were pleased to announce that Lesley Knox would succeed Philip Broadley as Senior Independent Director. Philip has remained as a Non-Executive Director of the Company. The Board is supportive of the Financial Conduct Authority's targets on board diversity, as set out in Listing Rule 9.8.6(9) and made this change to illustrate our commitment to meeting these targets. Being mindful of Lesley's new time commitments, Laura Wade-Gery succeeded Lesley as Chair of the Remuneration Committee in February 2024. Laura has an established track record as a UK-listed company Remuneration Committee Chair, complemented by her strong understanding of the Committee's current workings.

Shareholders will be asked to vote on the re-election of all directors and on the election of António Simões. The continued effectiveness of the Board was assessed through a formal external evaluation process in 2023. Following this evaluation, and our annual appraisal of individual directors effectiveness, the Board recommends the election or re-election of all Directors seeking election or re-election. Biographies of each Director can be found on pages 11 and 12.

Voting

Your vote is important, and I encourage you to exercise your right to vote. Shareholders can vote during the meeting either in person or electronically. Alternatively, you can vote in advance by appointing a proxy through http://www.investorcentre.co.uk/eproxy CREST members who wish to appoint a proxy via the CREST electronic proxy appointment service should refer to the CREST section on page 14 of this Notice. Information about the Proxymity voting platform can be found on page 14 of this Notice.

Proxy votes must be received no later than 11.00am on Tuesday 21 May 2024 (or 11.00am on Monday 20 May 2024 for the Corporate Sponsored Nominee and members of the employee share plan). Employee share plan participants with shares held on the Link Group site ('Signal Shares') should refer to their AGM notification for details of how to vote.

Shareholder questions

Shareholders can register in advance any questions to be put to the Board during the meeting by emailing [email protected] before 10.00am on Thursday, 16 May 2024. If you would like to receive a response to your question in advance of the proxy voting deadline, please indicate this in your email. If you are attending the meeting in person, you will have the opportunity to raise your questions with the Board during the meeting. Shareholders joining us virtually will have the opportunity to submit questions live during the meeting using the Lumi platform. Instructions on how to do this can be found on page 13. Shareholders are also able to follow up on any answers given at the AGM by emailing [email protected].

Recommendation

The Board considers that each resolution to be proposed at the AGM is in the best interests of the Company and shareholders as a whole, and unanimously recommends shareholders to vote in favour of all resolutions, as Board members intend to do in respect of their own shareholdings.

Yours sincerely

Sir John Kingman

Chair

28 March 2024

Legal & General Group Plc

Notice of Annual General Meeting

Notice of the 2024 Annual General Meeting

Notice is hereby given that the 2024 AGM of the Company will be held on Thursday 23 May 2024 at 11.00am at the British Medical Association, BMA House, Tavistock Square, Bloomsbury, London WC1H 9JZ.

Shareholders are invited to attend in person or electronically via the Lumi platform where they will be able to view a live video stream of the meeting as well as electronically vote and submit questions during the meeting. Details of the arrangements for the AGM can be found on page 13 of this Notice. We hope you will be able to join us.

The purpose of the AGM is to consider and, if thought fit, pass the following resolutions, of which resolutions 22, 23, 24, 25 and 26 will be proposed as special resolutions, and all other resolutions will be proposed as ordinary resolutions. For each of the ordinary resolutions to be passed, more than half of the votes cast must be in favour of the resolution. For each of the special resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

The formal resolutions are set out below, followed by the explanatory notes given in respect of each resolution.

ORDINARY RESOLUTIONS

Resolution 1 – Report and accounts

That the audited report and accounts of the Company for the year ended 31 December 2023, together with the Directors' Report, Strategic Report and the Auditor's Report on those accounts, be received.

Resolution 2 – Final dividend

That a final dividend of 14.63 pence per ordinary share in respect of the year ended 31 December 2023 be declared and paid on 6 June 2024 to shareholders on the register of members at the close of business on 26 April 2024.

Resolution 3 – Election of director

That António Simões be elected as a director.

Resolution 4 – Re-election of director

That Henrietta Baldock be re-elected as a director.

Resolution 5 – Re-election of director

That Nilufer von Bismarck be re-elected as a director.

Resolution 6 – Re-election of director

That Philip Broadley be re-elected as a director.

Resolution 7 – Re-election of director

That Jeff Davies be re-elected as a director.

Resolution 8 – Re-election of director

That Carolyn Johnson be re-elected as a director.

Resolution 9 – Re-election of director

That Sir John Kingman be re-elected as a director.

Resolution 10 – Re-election of director

That Lesley Knox be re-elected as a director.

Resolution 11 – Re-election of director

That George Lewis be re-elected as a director.

Resolution 12 – Re-election of director

That Ric Lewis be re-elected as a director.

Resolution 13 – Re-election of director

That Tushar Morzaria be re-elected as a director.

Resolution 14 – Re-election of director

That Laura Wade-Gery be re-elected as a director.

Resolution 15 – Reappointment of auditor

That KPMG LLP be reappointed as auditor to the Company, to hold office until the conclusion of the next annual general meeting at which accounts are laid.

Resolution 16 – Auditor's remuneration

That the Audit Committee, on behalf of the Board, be authorised to determine the auditor's remuneration.

Resolution 17 – Directors' Report on Remuneration

That the Directors' Report on Remuneration (excluding the Directors' Remuneration Policy), as set out on pages 94 to 119 of the Company's 2023 Annual Report and Accounts, be approved.

Resolution 18 – Legal & General Group Plc Performance Share Plan 2024

That:

a) the Legal & General Group Plc Performance Share Plan 2024 (the 'Plan'), summarised in Appendix 2 to this Notice and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chair, be approved and the directors of the Company be authorised to do all such acts and things necessary or desirable to establish the Plan; and
b) the directors of the Company be authorised to adopt further plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the Plan.

Resolution 19 – Renewal of directors' authority to allot shares

That:

a) the directors of the Company be generally and unconditionally authorised, in accordance with Section 551 of the Companies Act 2006 (the 'Act'), to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of £49,830,953;
b) this authority shall expire at the conclusion of the Company's next AGM or, if earlier, at close of business on 30 June 2025, except that the Company may, before this authority expires, make offers or agreements which would or might require shares to be allotted or rights to be granted after it expires and the Board may allot shares or grant rights in pursuance of such offer or agreement as if this authority had not expired; and
c) previous unutilised authorities under Section 551 of the Act shall cease to have effect (save to the extent that the same are exercisable pursuant to Section 551(7) of the Act by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

Notice of 2024 Annual General Meeting

Legal & General Group Plc

Notice of Annual General Meeting continued

Resolution 20 – Additional authority to allot shares in respect of Contingent Convertible Securities (CCS)

That, in addition to any authority granted pursuant to resolution 19 (if passed), the Board be generally and unconditionally authorised, in accordance with Section 551 of the Act, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:

a) up to an aggregate nominal amount of £20,000,000, representing approximately 13.37% of the issued ordinary share capital at 25 March 2024 (the last practicable date of measurement prior to the publication of this Notice); and
b) (subject to applicable law and regulation) at such allotment, subscription or conversion prices (or such maximum or minimum allotment, subscription or conversion price methodologies) as may be determined by the Board from time to time, in relation to any issue by the Company or any subsidiary or subsidiary undertaking of the Company (together, the 'Group') of contingent convertible securities ('CCS') that are convertible into, or are exchangeable for, ordinary shares in the Company in prescribed circumstances, where the Board intends that such an issuance of CCS would be eligible to count towards, or otherwise would be desirable in connection with enabling the Company or any other member of the Group to meet regulatory capital requirements or targets applicable to the Company and/or the Group from time to time.

This authority shall expire at the conclusion of the Company's next AGM or, if earlier, at the close of business on 30 June 2025 except that the Company may, before this authority expires, make offers or agreements which would or might require shares to be allotted or rights to be granted after it expires and the Board may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if this authority had not expired.

Resolution 21 – Political donations

That, in accordance with Sections 366 and 367 of the Act, the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective are hereby authorised, in aggregate, to:

a) make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;
b) make donations to political organisations other than political parties not exceeding £100,000 in total; and
c) incur political expenditure, not exceeding £100,000 in total; (as such terms are defined in sections 363 to 365 of the Act) during the period of one year beginning with the date of the passing of this resolution provided that the authorised sum referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating that authorised sum, shall be converted into pounds sterling at such rate as the Board in its absolute discretion may determine to be appropriate.

SPECIAL RESOLUTIONS

Resolution 22 – Disapplication of pre-emption rights

That, if resolution 19 is passed, the Board be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:

a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities:

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b) in the case of the authority granted under paragraph (a) of resolution 19 and/or in the case of any sale of treasury shares to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £7,474,642 (representing 298,985,719 ordinary shares), such power to apply until the end of next year's AGM or, if earlier, at close of business on 30 June 2025 but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 23 – Additional authority to disapply pre-emption rights for purposes of acquisitions or specified capital investments

That, if resolution 19 is passed, the Board be given power in addition to any power granted under resolution 22 to allot equity securities (as defined in the Act) for cash under the authority granted under paragraph (a) of resolution 19 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be:

a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,474,642 (representing 298,985,719 ordinary shares); and
b) used only for the purposes of financing a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice or for the purposes of refinancing such a transaction within twelve months of it taking place, such power to apply until the end of next year's AGM or, if earlier, at close of business on 30 June 2025 but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Legal & General Group Plc

Notice of Annual General Meeting

Resolution 24 – Additional authority to disapply pre-emption rights in connection with the issue of CCS

That, in addition to the powers granted pursuant to resolutions 22 and 23 (if passed), and if resolution 20 is passed, the Board be given the power to allot equity securities (as defined in the Act) for cash under the authority given by resolution 20 as if Section 561 of the Act did not apply. This authority shall expire at the conclusion of the Company's next AGM or, if earlier, at close of business on 30 June 2025, except that the Company may, before this authority expires, make offers or agreements which would or might require shares to be allotted or rights to be granted after it expires and the Board may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if this authority had not expired.

Resolution 25 – Purchase of own shares

That the Company be authorised for the purposes of Section 701 of the Act to make one or more market purchases (as defined in Section 693(4) of the Act) of its ordinary shares of 2.5 pence each ('ordinary shares') provided that:

a) the maximum number of ordinary shares hereby authorised to be purchased is 597,971,439, being 10% of the issued share capital as at 25 March 2024;
b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 2.5p; and
c) the maximum price (exclusive of expenses) which may be paid for an ordinary share is the higher of:

i. the amount equal to 5% above the average market value of an ordinary share five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
ii. the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out at the relevant time.

d) this authority shall expire at the conclusion of the Company's next AGM or, if earlier at close of business on 30 June 2025, except that the Company may, before this authority expires, make offers or agreements which would or might require shares to be allotted or rights to be granted after it expires and the Board may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if this authority had not expired.

Resolution 26 – Notice of general meetings

That a general meeting of the Company, other than an AGM of the Company, may be called on not less than 14 clear days' notice.

By Order of the Board

G J Timms
Company Secretary
28 March 2024

Registered Office: Legal & General Group Plc, One Coleman Street, London EC2R 5AA
Registered in England and Wales, No. 01417162

Notice of 2024 Annual General Meeting
Legal & General Group Plc

Explanatory notes to the resolutions

ORDINARY RESOLUTIONS

Resolution 1 – Report & accounts

The directors of the Company are required by UK companies' legislation to present the accounts, the Directors' Report, the Strategic Report and the Auditor's Report on the accounts to the AGM. Copies of the report and accounts are available on the Company's website at legalandgeneralgroup.com/en/investors/results-reports-and-presentations.

Resolution 2 – Dividend

Shareholder approval is required before a final dividend can be paid. The dividend is conditional upon the directors not having determined (at their discretion) to cancel the dividend at any point prior its payment. In compliance with the rules issued by the Prudential Regulation Authority ('PRA') and other regulatory requirements to which the Company and its subsidiaries (the 'Group') is subject, the dividend is required to remain cancellable at any point prior to it becoming due and payable. The dividend is therefore declared conditional upon the directors not having determined (at their discretion) to cancel the dividend at any point prior its payment. The directors have no intention of exercising this cancellation right, other than where required to do so for regulatory or regulatory capital purposes.

Resolution 3 to 14 – Election or re-election of directors

In accordance with the recommendations of the UK Corporate Governance Code, directors appointed by the Board, during the year, will seek election at the first AGM following their appointment. All other directors will retire and seek re-election (as appropriate) at this year's AGM.

Having formally considered the performance of, and contribution made, by each of the current directors standing for election or re-election, the Board remains satisfied that the performance of each of the directors continues to be effective and that they each demonstrate a commitment to the role. Additionally, each director provides a contribution which is, and continues to be, important to the Company's long-term sustainable success. The Board supports the election or re-election of each of the directors seeking election or re-election. Biographical details for the directors are set out on pages 11 and 12 of this document and on the Company's website at http://legalandgeneralgroup.com/en/about-us/our-management/group-board.

Resolutions 15 and 16 – Appointment and Remuneration of Auditors

At the AGM held on 18 May 2023, the shareholders reappointed KPMG LLP as auditor to the Company, to hold office until the conclusion of the next annual general meeting at which accounts are laid. Resolutions 15 and 16 propose to reappoint KPMG LLP as auditor to the Company and authorise the Audit Committee, on behalf of the Board, to determine the auditor's remuneration.

Resolution 17 – Directors' Report on Remuneration

Pursuant to the Act, the Company is required to put a resolution to shareholders in a general meeting to approve the Directors' Report on Remuneration for the financial year to 31 December 2023. The report includes details of the members of the Remuneration Committee, a performance graph showing the Company's total shareholder return performance compared to the FTSE 100 Index total shareholder return over the last five years, details of directors' service contracts and disclosures relating to each director's remuneration. The vote on this resolution is advisory and in respect of the directors' remuneration as a whole and is not specific to individual levels of remuneration.

A director's entitlement to remuneration is not conditional upon this resolution being passed.

Resolution 18 – Legal & General Group Plc Performance Share Plan 2024

The Company's existing Legal & General Group Plc Performance Share Plan 2014 (the '2014 PSP') was approved by shareholders on 21 May 2014. The 2014 PSP had a ten year "life", with no awards permitted to be made after the tenth anniversary of its approval. The Company is therefore seeking shareholder approval of the implementation of a substantively equivalent plan, the Legal & General Group Plc Performance Share Plan 2024 (the 'Plan') in order to continue to be able to grant incentive awards over ordinary shares in the Company, so as to replace the 2014 PSP. Further detail of the terms of the Plan is set out in Appendix 2. A copy of the draft Plan rules is also available for inspection by shareholders on the National Storage Mechanism (accessible at https://data.fca.org.uk/#/nsm/nationalstoragemechanism) from the date of publication of this Notice and at the place of the Annual General Meeting from 15 minutes prior to its commencement until its conclusion.

Resolution 19 – Renewal of directors' authority to allot shares

The Company's directors may generally only allot ordinary shares or grant rights over ordinary shares if authorised to do so by shareholders. Paragraph (a) of this resolution would give the directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £49,830,953. This amount represents approximately one-third of the issued ordinary share capital of the Company as at 25 March 2024, the latest practicable date prior to publication of this Notice.

The authority sought under this resolution will expire at the conclusion of the Company's next AGM or, if earlier, at close of business on 30 June 2025. The directors have no present intention to exercise the authority sought under this resolution. As at the date of this Notice, no ordinary shares are held by the Company in treasury.

Resolution 20 – Additional authority to allot shares in respect of Contingent Convertible Securities (CCS)

Resolution 20 will, if approved, give the Board the authority to allot shares and grant rights to subscribe for or to convert any security into ordinary shares in the Company up to an aggregate nominal amount of £20,000,000, representing approximately 13.37% of the Company's issued ordinary share capital as at 25 March 2024 (the last practicable date prior to publication of this Notice), in connection with the issue of CCS. Please see Appendix 1 for further information on CCS.

The Group is subject to the Solvency II regulatory regime, which requires the Group to maintain sufficient capital to absorb losses in periods of stress and to provide a buffer to increase resilience against unexpected losses.

Whilst the authority sought under resolution 20 is not contemplated by the Investment Association guidelines, the Board believes that it is in the best interests of the Company to have the flexibility to issue CCS from time to time and the authority sought may be used if, in the opinion of the Board at the relevant time, such an issuance of CCS would be desirable, including in connection with, or for the purposes of, complying with or maintaining compliance with, regulatory capital requirements or targets applicable to the Company or to the Group from time to time, including pursuant to Solvency II. However, the request for authority in resolution 20 should not be taken as an indication that the Company will or will not issue any given amount of CCS.

The authority sought under resolution 20 will expire at the conclusion of the Company's next AGM or, if earlier, at close of business on 30 June 2025.

Legal & General Group Plc

Notice of Annual General Meeting

Resolution 21 – Political Donations

Part 14 of the Act prohibits companies from making political donations exceeding £5,000 in aggregate in any 12-month period to (i) political parties, (ii) other political organisations and (iii) independent election candidates, and from incurring political expenditure without shareholders' consent. As the definitions used in the Act are broad, it is possible that normal business activities, which might not be thought to be political expenditure in the usual sense, could be caught.

It remains the policy of the Company not to make political donations or incur political expenditure within the ordinary meaning of those words and the directors have no intention of using the authority for that purpose. The authority being sought in this resolution will not change that policy but is being sought as a precaution to ensure that the Company's normal business activities are within the Act.

SPECIAL RESOLUTIONS

Resolutions 22, 23, 24, 25 and 26 will be proposed as special resolutions, each of which requires a 75% majority of the votes to be cast in favour.

Resolutions 22 and 23 – Disapplication of pre-emption rights

Section 570 of the Act permits the disapplication of pre-emption rights. Resolutions 22 and 23 renew the authority that was given at the last AGM and give the directors the power to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

The power set out in resolution 22 would be limited to:

a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares, or as the Board otherwise considers necessary, and
b) otherwise allotments or sales up to an aggregate nominal amount of £7,474,642 (representing 298,985,719 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 25 March 2024, being the latest practicable date prior to publication of this Notice.

Resolution 23 is intended to give the Company flexibility to make non-pre-emptive issues of ordinary shares in connection with acquisitions and other capital investments. The power under resolution 23 is in addition to that proposed by resolution 22 and would be limited to allotments of ordinary shares or sales of treasury shares up to an aggregate nominal amount of £7,474,642 (representing 298,985,719 ordinary shares). This aggregate nominal amount represents an additional 5% of the issued ordinary share capital of the Company as at 25 March 2024, being the latest practicable date prior to publication of this Notice.

In respect of the power under resolution 23, the Board confirms that it will only allot ordinary shares or sell treasury shares representing more than 5% of the issued ordinary share capital of the Company, for cash pursuant to the power granted by resolution 23, where that allotment or sale is for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Board determines to be an acquisition or other specified capital investment (within the meaning given in the appendix to the Statement of Principles on Disapplying Pre-emption Rights published by the Pre-Emption Group on 4 November 2022 (the '2022 Statement of Principles')) and which is announced contemporaneously with the allotment, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the allotment.

The directors acknowledge the provisions of the 2022 Statement of Principles and have continued to consider emerging market practice in relation to the increased limits of 10% as set out in the 2022 Statement of Principles. The directors continue to deem it appropriate to retain the previous limits of 5% of the issued ordinary share capital of the Company in resolutions 22 and 23, in line with the Statement of Principles on Disapplying Pre-emption Rights published by the Pre-Emption Group on 12 March 2015, and have not adopted the increased limits of 10% set out in the 2022 Statement of Principles, nor do the resolutions specifically provide for follow-on offers. The directors will continue to keep ongoing market practice under review.

The directors have no present intention of exercising the power sought by resolutions 22 and 23. If the powers are used in relation to a non-pre-emptive offer, the directors confirm their intention to follow the shareholder protections in Part 2B of the 2022 Statement of Principles and, where relevant, follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the 2022 Statement of Principles. The Board considers that the authority sought at this year's AGM will benefit the Company and its shareholders generally since there may be occasions in the future when the directors need the flexibility to finance acquisitions or capital investments by issuing shares for cash without a pre-emptive offer to existing shareholders.

The powers under resolutions 22 and 23 will expire at the conclusion of the Company's next AGM or, if earlier, at close of business on 30 June 2025.

Resolution 24 – Additional authority to disapply pre-emption rights in connection with the issue of CCS

Resolution 24 will, if approved, give the Board authority to allot CCS, or shares issued upon conversion or exchange of CCS, without first offering them to existing shareholders. This will allow the Company to manage its capital in the most efficient and economic way for the benefit of shareholders.

If passed, resolution 24 will authorise the Board to allot shares and grant rights to subscribe for or to convert any security into shares in the Company on a non-pre-emptive basis up to an aggregate nominal amount of £20,000,000, representing approximately 13.37% of the Company's issued ordinary share capital as at 25 March 2024 (the last practicable date prior to publication of this Notice), in connection with the issue of CCS.

Should a designated trigger event occur (please see Appendix 1 for more information on CCS and their trigger events), the CCS will convert into or be exchanged for ordinary shares in the Company. The Board may or may not give shareholders the opportunity to purchase the ordinary shares created on conversion or exchange of any CCS on a pro rata basis, where practicable and subject to applicable laws and regulations, such decision to be made on a transaction by transaction basis. Where such a right is given to shareholders, former holders of the CCS would receive the net purchase price of any shares acquired by shareholders (rather than retaining those shares).

The authority sought under resolution 24 is in addition to the authorities proposed under resolutions 22 and 23. The authority sought under resolution 24 will expire at the conclusion of the Company's next AGM or, if earlier, at close of business on 30 June 2025.

Notice of 2024 Annual General Meeting

Legal & General Group Plc

Explanatory notes to the resolutions continued

Resolution 25 – Purchase of own shares

Authority is sought for the Company to purchase up to 10% of its issued ordinary shares (excluding any treasury shares), renewing the authority granted by the shareholders at previous AGMs. During the year ended 31 December 2023, no ordinary shares have been repurchased for cancellation.

The directors have no present intention of exercising the authority to make market purchases, however the authority provides the flexibility to allow them to do so in the future. The directors will exercise this authority only when to do so would be in the best interests of the Company and of its shareholders generally and could be expected to result in an increase in the earnings per share of the Company.

Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The directors will consider holding any ordinary shares the Company may purchase as treasury shares. The Company currently has no ordinary shares in treasury. The minimum price, exclusive of expenses, which may be paid for an ordinary share is 2.5 pence. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out at the relevant time.

As at 25 March 2024, being the latest practicable date prior to publication of this Notice, the Company had options and awards outstanding over 111,688,052 ordinary shares. This represents 1.86% of the Company's issued ordinary share capital at that date. If the Company were to purchase the maximum number of shares permitted by resolution 25, then the total number of options and awards outstanding at 25 March 2024 would represent 1.69% percent of the total issued ordinary share capital.

Resolution 26 – Notice of general meetings

The minimum notice period for general meetings of the Company is 21 clear days unless shareholders approve a shorter period, which cannot be less than 14 clear days (other than for AGMs). The Company is currently able to call general meetings (other than AGMs) on 14 clear days' notice and would like to preserve this ability. In order to be able to do so, the Company's shareholders must approve the calling of such meetings on not less than 14 clear days' notice. Resolution 26 seeks such approval. The Company undertakes to meet the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009 before calling a general meeting on 14 clear days' notice. If given, the approval will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed.

In the event that this authority is exercised, the directors will ensure that the flexibility offered by this resolution is not used as a matter of routine but only where, taking into account the circumstances, the directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole.

Legal & General Group Plc

Notice of Annual General Meeting

Appendix 1: Further information on Contingent Convertible Securities ('CCS')

Background

Together with other United Kingdom insurers, the Group is subject to the United Kingdom Solvency II regulatory regime, which entered into force on 1 January 2016. Under Solvency II, at least half of the Group's overall regulatory capital requirements may only be met with Tier 1 capital, including share capital, retained profits and, for up to 20% of Tier 1 capital, by other items including bonds that are written-down, or, in the case of CCS, bonds that are converted into, or exchanged for, ordinary shares, in the event that the Group's capital position falls below defined levels.

On 24 June 2020, the Company issued £500,000,000 5.625 per cent fixed rate reset perpetual Restricted Tier 1 contingent convertible notes pursuant to these authorities.

Why authority is being sought to issue CCS

Shareholder approval is sought (i) in resolution 20 to enable the issuance of CCS (and to authorise ordinary shares to be issued on conversion or exchange of CCS) and (ii) in resolution 24 to enable the issuance of CCS on a non pre-emptive basis to provide flexibility to the Group to maintain an appropriate and efficient capital structure under the applicable regulatory regime, including Solvency II. This flexibility would enable the Group to issue additional Solvency II-compliant capital instruments, with a view to ensuring that the Group remains strongly capitalised, with sufficient capital available to both fund new growth opportunities and absorb the effects of unexpected market shocks.

The authorities sought have been set at a level to provide sufficient flexibility to the Group to manage its capital structure efficiently in light of evolving regulatory requirements and market conditions.

Potential benefits of issuing CCS

Satisfying the Group's Tier 1 capital requirements in part through the issue of CCS is likely to be a cost-effective means of raising capital and therefore enabling the Group to reduce its overall cost of capital. This would, in turn, be more beneficial for existing ordinary shareholders than if the Group were to satisfy its Tier 1 capital requirements through the issue of ordinary shares or the retention of profits alone.

Conversion of CCS into, or exchange of CCS for, ordinary shares

Any CCS issued by the Group will automatically convert into, or be exchanged for, new ordinary shares in the Company upon the occurrence of one or more designated trigger events. The holders of CCS will have no right to require the conversion of the CCS, or the exchange of the CCS, into ordinary shares in any other circumstances. In summary, under Solvency II, the terms of any CCS must provide for automatic conversion or exchange to occur (i) if the amount of own fund items eligible to cover the Group's capital requirements falls below 75% of the Group's capital requirements, (ii) if the Group fails to comply with its capital requirements for a continuous period of three months or more, or (iii) if the Group fails to comply with other minimum capital requirements applicable to it. If thought appropriate, the Board may also issue CCS that include terms providing for automatic conversion or exchange to occur in other defined circumstances (but not at the option of the holders of the CCS).

The terms and conditions of any CCS issued will specify a conversion or exchange price or a mechanism for setting a conversion or exchange price, which is the rate at which the CCS would be converted or exchanged into ordinary shares in the Company if a designated trigger event occurs. The resolutions enable the Board to set the specific terms and conditions of the CCS (including a conversion or exchange price or a mechanism for setting a conversion or exchange price) after considering market conditions at the time of issuance. This conversion or exchange price (whether specified or set through the application of a price determination mechanism) may be at a significant discount to the prevailing market price of the shares at the time of issue of the CCS, to reflect the fact that the CCS would only be expected to be converted

or exchanged into ordinary shares in the Company in a stressed scenario. The extent of the discount would be determined in consultation with the PRA and taking into account prevailing market convention. The Group may, if permitted by law and regulation, and if considered appropriate at the relevant time, issue CCS that include in their terms and conditions a mechanism through which the Group may elect to give existing ordinary shareholders the opportunity to purchase the ordinary shares issued on conversion or exchange of the CCS in proportion to their existing shareholdings in the Company (subject to legal, regulatory and practical restrictions).

Options available to the Group prior to the occurrence of a trigger event under any CCS

If the Group's capital position were to deteriorate, a number of steps may be available to the Group to improve its capital position before the occurrence of a trigger event resulting in the conversion or exchange of any CCS into ordinary shares in the Company. The Board can be expected to take steps such as reducing the Group's liabilities or raising extra share capital from investors by way of a rights issue. If the Company were, in future, to launch a rights issue, the Company's existing ordinary shareholders would be offered the opportunity to acquire new ordinary shares in proportion to their existing shareholding.

Reasons for seeking a specific mandate to issue CCS

The Company is seeking a specific mandate which may only be used for the purposes of issuing CCS (so the Company could not rely on the mandate to issue ordinary shares or securities convertible into ordinary shares which are not intended to qualify as regulatory capital under the applicable regulatory regime).

By seeking a specific mandate, the Company intends to provide greater certainty for shareholders, whilst also preserving flexibility for the Company by retaining a general mandate to allot shares for other purposes. For these reasons, the Company would not seek to rely on the general mandate under resolution 19 in connection with an issue of CCS. The Company believes it would not be practical to obtain a specific mandate from shareholders to issue CCS only when the third arises, primarily due to the time it would take to prepare the relevant circular to shareholders, obtain pre-clearance for the circular from the authorities, and then print and despatch the relevant circular to shareholders convening the general meeting to seek shareholder approval. For the reasons set out above, the Company believes that the ability to issue CCS offers a number of benefits and having a pre-approved mandate would enable the Company to act on a timely basis to issue CCS as and when market conditions are conducive to launching such an issuance.

Basis on which the size of the specific mandate to issue CCS has been calculated

The size of the specific mandate to issue CCS has been calculated based on the Group's anticipated capital requirements to provide flexibility to the Group to maintain an appropriate and efficient capital structure under applicable regulatory requirements. In particular, the size of the specific mandate has been calculated based on internal modelling to provide flexibility to the Group to issue CCS up to the maximum amount eligible to meet the Group's Tier 1 capital requirements under Solvency II (with appropriate adjustments to reflect the volatility of the group's CCS capacity).

As noted above, the resolutions enable the Board to set the specific terms and conditions of the CCS, including the conversion or exchange price (or the mechanism for determining the conversion or exchange price), after considering market conditions at the time of issuance. Any conversion price discount of the CCS will be determined in consultation with the PRA and taking into account prevailing market convention.

Notice of 2024 Annual General Meeting

Legal & General Group Plc

Appendix 2: Summary of the Legal & General Group Plc Performance Share Plan 2024 (the 'Plan')

Eligibility

Employees and executive directors of the Company and its subsidiaries (the 'Group') are eligible to participate in the Plan.

Grant of awards

In the case of executive directors of the Company and certain other designated individuals, the Company's Remuneration Committee will decide who will participate in the Plan and how many shares they may receive. In all other cases the Board or any person or persons to whom it delegates its functions will decide who will participate in the Plan and how many shares they may receive. The body making the decisions is referred to as the 'Committee'.

Awards made to executive directors of the Company under the Plan will be consistent with the latest Directors' Remuneration Policy approved by shareholders.

Under the Plan, participants are granted a right to receive shares in the Company in the future, subject to them remaining in employment and also potentially subject to the satisfaction of performance conditions. The right (referred to as an award) can take the form of rights to free shares, options to acquire shares at an exercise price set at the time of grant (which may be zero) or shares issued or transferred at grant which are forfeited to the extent the award lapses. When the participant becomes entitled to the underlying shares the award is said to have vested. Awards may also be granted on the basis that they will be settled in cash rather than shares.

Awards will normally only be granted within 42 days of: (i) the day after the announcement of the Company's results for any period; or (ii) a general meeting of the Company, or at other times in exceptional circumstances (e.g. recruitment) or when dealing restrictions have prevented a grant in these periods. No awards can be granted more than 10 years after the Plans approval by shareholders.

Performance conditions

The receipt of shares on the vesting of an award may be subject to a performance condition set by the Committee at the time of grant. Awards made to executive directors of the Company will be subject to performance measures to the extent described in the Directors' Remuneration Policy from time to time.

Individual limits

Limits on awards to executive directors of the Company will be set out in the prevailing Directors' Remuneration Policy from time to time and any diversion from those limits will require a change to the policy and renewed shareholder approval. In addition, under the Plan rules, awards to any participant in respect of any financial year may not be granted over shares worth in excess of 300% of their annual basic salary.

Vesting of awards

Awards will normally only vest at the end of a period set at the time of grant. The Committee will determine the extent to which the awards will vest, taking into account the extent that any relevant performance conditions have been satisfied, the underlying performance of the Company and of the participant, and such other factors as the Committee considers, in its opinion, relevant.

Instead of issuing or transferring shares in satisfaction of an award, the Committee can decide to pay a cash amount equal to the value of those shares (less any exercise price in the case of an option).

An award will normally lapse if the participant leaves; and will be subject to adjustment (both as described below).

An award can be granted on the basis that some or all of the shares in respect of which an award vests must be retained for an additional period after the initial vesting.

An award can be granted on the basis that the participant will receive an additional amount based on the dividends payable on the number of shares in respect of which the award vests. This may be in cash or additional shares.

Malus and clawback

The Committee may apply malus (i.e. reduce the number of shares in respect of which an award vests, or delay such vesting, or impose additional vesting conditions) in the event of a financial misstatement, personal misconduct, failure of risk management, reputational damage or other exceptional circumstances identified by the Committee.

The Committee may also, in those exceptional circumstances, claw back share awards which have already been released to individuals, if it considers it appropriate to do so having regard to such factors as it deems relevant – such as the likelihood of recovery, any loss suffered, and the link between the award and the event.

Leaving employment

If a participant leaves Group employment before vesting or during the retention period, their award will normally lapse and any shares will be forfeited.

But if the participant leaves because of:

disability, ill-health or injury
redundancy
retirement with Company agreement
sale of his employer; or
in other circumstances if the Committee allows,

the award will continue in effect and vest on the original vesting date (or as the case may be at the end of the retention period). Alternatively, if the Committee so decides, the award will vest on leaving.

An award will only vest on or after leaving or death to the extent determined by the Committee taking into account the extent to which any performance conditions have been satisfied, the underlying performance of the Company and the participant and any other factors that the Committee considers, in its opinion, relevant and unless the Committee decides otherwise, the number of shares in respect of which the award vests will be reduced to reflect the early leaving (by reference to the proportion of the performance period for awards subject to performance conditions and the vesting period for awards not subject to performance conditions).

Notice of Annual General Meeting

Takeovers and reorganisations

Awards will generally vest early on a takeover of the Company, merger or other corporate reorganisation. Alternatively, participants may be allowed or required to exchange their awards for awards over shares in the acquiring company.

Where an award vests in these circumstances, the Committee will determine the level of vesting, having regard to the extent to which any performance conditions have been satisfied, any other factors the Committee considers relevant and, unless the Committee determines otherwise, the fact that the award is vesting early.

Plan limits

Not more than 10% of the issued ordinary share capital of the Company may be issued or be issuable under the Plan and all other employee share plans operated by the Company in respect of awards granted in any ten-year period. In addition, not more than 5% of the issued ordinary share capital of the Company may be issued or be issuable under all discretionary share award plans adopted by the Company in respect of awards granted in any ten-year period. These limits do not include awards which have lapsed but will include awards satisfied with treasury shares as if they were newly issued shares, so long as this recommendation is contained in the Investment Association's guidance on executive remuneration.

General

The number or type of shares subject to an award and/or any exercise price may be adjusted to reflect a variation in the share capital of the Company, demerger, special dividend or other corporate event that might affect the value of awards. Awards are not transferable (except to personal representatives on death) and are not pensionable and participants do not pay for the grant of an award.

Any shares issued following the vesting of awards will rank equally with shares of the same class in issue on the date of allotment except in respect of rights arising by reference to a prior record date.

If an award is granted as an option, it will lapse, at the latest, on the tenth anniversary of the date of grant or on such earlier date as may be specified on grant.

Amendments

The Committee can amend the rules of the Plan in any way. However, in accordance with the Listing Rules, shareholder approval will be required to amend certain provisions of the rules to the advantage of participants. These provisions relate to eligibility, individual and plan limits, the rights attaching to awards and shares, the adjustment of awards on variation in the Company's share capital and the amendment powers.

The Committee can, without shareholder approval, make minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment. They can also amend any performance conditions without shareholder approval if anything happens which causes the Committee to consider it appropriate to do so.

Any changes to the rules affecting executive directors will be subject to the Directors' Remuneration Policy from time to time.

Notice of 2024 Annual General Meeting

Legal & General Group Plc

Board of directors

Committee membership key

A Audit
D Data and Technology
N Nominations and Corporate Governance
R Remuneration
R Risk
Committee Chair

Other Board members during the year were:

Sir Nigel Wilson (retired from the Board on 31 December 2023).

Gender

As at 31 December 2023 the Board comprised:

42% Women
58% Men

Tenure

As at 31 December 2023 the length of tenure of the Board varied:

42% Over 6 years
25% Between 3 - 6 years
33% Between 0 - 3 years

Ethnicity

As at 31 December 2023 the Board comprised individuals from the following ethnic groups:

17% South Asian
8% Black
75% White

Sir John Kingman KCB FRS Chair

Appointed October 2016

António Simões

Group Chief Executive Officer
Appointed January 2024

Skills and experience:

John brings financial sector, government and regulatory experience to the Board. John previously served as Second Permanent Secretary to HM Treasury, where he was closely involved in the UK response to the 2007 - 2008 financial crisis. He was the first Chief Executive of UK Financial Investments Ltd, and from 2010 - 2012, John was Global Co-Head of the Financial Institutions Group at Rothschild. From 2016 - 2021 he was the first Chair of UK Research & Innovation, which oversees government science funding of around £8 billion a year. In 2018, John undertook a highly critical independent review for the UK government of the Financial Reporting Council.

Other appointments:

National Gallery (Deputy Chair and Trustee)
Barclays Bank UK PLC (Chair)
Barclays PLC (Non-Executive Director)

Skills and experience:

António has extensive financial services experience, spanning over 25 years. Prior to his appointment, he was CEO of Banco Santander Spain and Regional Head of Europe. Before joining Santander, António spent 13 years at HSBC in various executive positions in London and Hong Kong; starting with strategy and M&A before leading different businesses as UK and European CEO and finally, global CEO of private banking. Prior to that, he was a partner at McKinsey & Company. António studied in Lisbon (Nova School of Business and Economics), Milan (Bocconi) and New York (MBA from Columbia University). In 2009, he was appointed a Young Global Leader of the World Economic Forum. António was previously a member, and chair, of the Practitioner Panel of the FCA. He was also a member of the Practitioner Panel of the PRA.

Other appointments:

Prince's Trust International (Trustee)

Jeff Davies

Group Chief Financial Officer
Appointed March 2017

Skills and experience:

Jeff was appointed Group Chief Financial Officer in March 2017. He brings a wealth of insurance experience, having previously served as a senior partner of Ernst & Young LLP (EY) and led its European risk and actuarial insurance services. Prior to joining EY in 2004, he held a number of senior actuarial roles at Swiss Re Life & Health. Jeff is a Fellow of the Institute of Actuaries.

Other appointments:

Ethniki Hellenic General Insurance Company S.A. (Non-Executive Director)

Philip Broadley

Independent Non-Executive Director
Appointed July 2016

Henrietta Baldock

Independent Non-Executive Director
Appointed October 2018

Skills and experience:

Henrietta has extensive knowledge of the financial services and insurance sectors through her 25 years' experience in investment banking, most recently as Chair of European Financial Institutions at Bank of America Merrill Lynch.

Other appointments:

Legal and General Assurance Society Limited (Chair)
Investec PLC and Investec Limited (Non-Executive Director)
Investec Bank Plc (Non-Executive Director)
Hydro Industries Limited (Non-Executive Director)
Rathbones Group plc (Non-Executive Director)

Nilufer von Bismarck OBE

Independent Non-Executive Director
Appointed May 2021

Skills and experience:

Nilufer was previously the Head of the Financial Institutions Group and the Equity Capital Markets practice at Slaughter and May and has spent a large part of her 34-year career working with major international financial institutions. As well as a deep and extensive understanding of the financial services sector, Nilufer has considerable experience across a range of other industries and sectors, including real estate, green infrastructure and fintech. Nilufer is the Designated Workforce Director and Non-Executive Director for Climate.

Other appointments:

IntoUniversity (Trustee)
Oxford University Law Faculty (Visiting Professor)

Legal & General Group Plc

The British Land Company PLC (Non-Executive Director)
Moorfields Hospital Foundation Trust (Chair)
Britten Pears Arts (Trustee and Chair of Trading Subsidiary)

Geoffrey Timms

Group General Counsel and Company Secretary

Geoffrey has been the Group General Counsel since 1999 and, in addition, the Group Company Secretary since 2008.

Notice of 2024 Annual General Meeting
Legal & General Group Plc

Shareholder information

Annual General Meeting

The 2024 AGM will be held on Thursday 23 May 2024 at 11.00am at the British Medical Association, BMA House, Tavistock Square, Bloomsbury, London WC1H 9JZ, with additional facilities for shareholders to join and vote electronically. BMA House is close to Kings Cross St Pancras and Euston stations. There are a number of different entrances to BMA House; please make sure you come to the main entrance, which is located on Tavistock Square. The 'what3words' reference for the main entrance is tops.cones.shells

For shareholders attending in person

Registration will open at 10.00am and tea, coffee and pastries will be served in the Great Hall until 10.50am. A light buffet lunch will be provided following the AGM. The directors will be in attendance at the lunch, and they look forward to meeting shareholders in person then. The Great Hall and refreshments are located on the first floor and can be accessed by stairs or the lift from the registration area. The lift allows a limited number of occupants at any one time, so it is advisable for anyone requiring use of the lift to allow sufficient time on arrival in case of a queue.

The Board regards the AGM as an important opportunity to communicate directly with private investors. The Notice and all other details for the AGM are available at: https://group.legalandgeneral.com/en/investors/retail-shareholder-centre/agm. Representatives of corporate shareholders will be required to produce evidence of their valid appointment when attending the AGM and will therefore need to contact the legal owner of the relevant shares in advance of the AGM to request a Letter of Representation. This letter will need to be presented at the registration desk on the day of the AGM to evidence your valid appointment. Please contact your broker/custodian or the Company's registrar, Computershare Investor Services PLC ('Computershare') if you require any further guidance. Contact details can be found on page 14.

Please be advised that unacceptable behaviour – including in relation to language and disruption to the meeting – will not be tolerated at the meeting and will be dealt with accordingly.

Dividend information

This year, the directors are recommending the payment of a final dividend of 14.63 pence per share. If you add this to your interim dividend of 5.71 pence per share, the total dividend recommended for 2023 will be 20.34 pence per share (2022: 19.37 pence per share). The key dates for the payment of dividends are set out in the important dates section on page 16.

Electronic meeting access

Shareholders can participate in the AGM electronically, should they wish to do so. This can be done by accessing the meeting website: http://web.lumiagm.com from 10.30am on Thursday 23 May 2024.

On accessing the meeting website, you will be asked to enter a Meeting ID which is: 175-207-685

You will then be prompted to enter your unique Shareholder Reference Number (SRN) and Personal Identification Number (PIN) both of which can be found on your Notice of Availability, the AGM notification email, or your dividend cheque or confirmation. If you have any issues obtaining your SRN or PIN, please contact Computershare. Contact details can be found on page 14.

The website can be accessed online using most well-known internet browsers such as Microsoft Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone.

Broadcast

The meeting will be broadcast in audio-visual format. Once logged in, and at the commencement of the meeting, you will be able to listen to and watch the proceedings of the meeting on your device. An active internet connection is required at all times in order to allow you to watch the webcast and submit questions. It is the user's responsibility to ensure they remain connected for the duration of the meeting.

Questions

Shareholders attending in person will be able to ask the Board questions as usual. Shareholders attending electronically may ask questions by selecting the messaging icon from within the navigation bar and typing their questions at the top of the screen. To submit a question, click on the arrow icon to the right of the text box. All shareholder questions are important to us, and we will endeavour to answer as many questions as possible. If, however, time does not permit all questions to be answered, we will seek to respond to any unanswered questions separately after the meeting.

How to submit a question to the Board in advance

Shareholders can register a question in advance of the AGM by sending an email to [email protected] by 10.00am on Thursday 16 May 2024. If you wish to receive a response in advance of the proxy voting deadline, please indicate this in your email. To avoid repetition and in the interests of time, questions of common interest may be grouped together to be answered by the Board.

Voting and proxy arrangements

There are a number of ways in which shareholders can exercise their vote at the AGM:

a. Registering your proxy vote in advance

Shareholders can appoint a proxy electronically to vote on their behalf using the share portal at www.investorcentre.co.uk/eproxy. Please note that there is no requirement to pre-register an account on this site.

You will need to have your meeting Control Number, SRN and PIN, as shown on the Notice of Availability or the AGM email notification sent to you to enable you to log in. Please note that we no longer send proxy paper forms to shareholders and we encourage shareholders to vote online at http://www.investorcentre.co.uk/eproxy. If you do require a hard copy proxy form, please contact Computershare. Contact details can be found on page 14. If you have completed a proxy form in advance, this will not preclude you from attending and voting at the meeting in person.

Please note that, to be valid, all proxy votes must be received by Computershare by 11.00am on Tuesday 21 May 2024 (or 11.00am on Monday 20 May 2024 for the Corporate Sponsored Nominee).

Legal & General Group Plc

Notice of Annual General Meeting

Employee share plan participants with plans administered by Link Group should refer to their AGM notification for details of how to vote. All employee share plan proxy votes must be received by Link Group by 11.00am Monday 20 May 2024.

A vote withheld option is provided on all voting methods to enable a shareholder to instruct a proxy to withhold their vote on a particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for or against the resolution. If no voting indication is given to the proxy, or discretion is given to the proxy as to how to vote at the AGM, the proxy will vote or abstain from voting as they think fit.

b. Voting in person at the meeting

Voting on each of the resolutions to be put to the AGM will be taken on a poll. Shareholders will be provided with a poll card when they arrive and asked to vote on each individual resolution at the end of the meeting. Our registrar, Computershare, will act as scrutineer.

c. Voting electronically at the meeting

Once voting has opened, the polling icon will appear on the navigation bar. By clicking on this icon, shareholders will be able to view the resolutions and voting options. Shareholders are invited to select their preferred voting option for each resolution. Once selected, the voting choice will change colour and the vote will have been registered. Please be advised there is no submit button and your vote will be automatically submitted once you have made your selection. If you wish to change your voting instruction, you can simply select an alternative voting option. To cancel your vote, select the 'cancel' button. Shareholders will be able to vote once the poll has been declared open and until the meeting closes.

d. CREST members

CREST members can use the CREST electronic proxy appointment service for the AGM and any adjournment thereof by using the procedures described in the CREST Manual (available at: https://www.euroclear.com/about/en/business/Keylegaldocuments.htm#euroclear.com/about/en/business/Keylegaldocuments.html). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('EUI') specifications and must contain the information required for such instructions, as described in the

CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by Computershare Investor Services PLC (ID 3RA50) by no later than 11.00am on Tuesday 21 May 2024 to be valid. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions.

It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection CREST members and, where applicable, their CREST sponsors or voting service providers are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

e. Proxymity voting

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy instruction must be lodged by 11.00am on Tuesday 21 May 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

f. Corporate representatives

If your shares are held within a nominee account and you wish to attend or participate in the AGM, you will need to contact your nominee as soon as possible. Your nominee will need to complete a corporate letter of representation and present this to Computershare no later than 11.00am on Monday 20 May 2024. Representatives of corporate shareholders should present their Letter of Representation to evidence their valid appointment when attending the AGM in person, or will require a valid SRN and PIN from Computershare to join virtually. The Letter of Representation must include the name of the legal owner of the shares, the CREST ID, the designation your shares are held under, as well as the number of shares you are permitted to vote on.

Joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register in respect of the joint holding (the first-named being the most senior).

Notice of 2024 Annual General Meeting

Legal & General Group Plc

Shareholder information continued

Registrar contact details

The Company's share register is managed and maintained by our registrar, Computershare. If you are unable to locate any of the documents on the Company's website, need help with voting online, require a paper proxy form to be sent to you or have any questions in relation to your shareholding, please contact Computershare, via the contact details below. Any electronic communication sent to Computershare in respect of the appointment of a proxy that contains a computer virus will not be accepted.

Email: [email protected]
Telephone: 0370 707 1399 (if calling from within the United Kingdom) or on +44 (0) 370 707 1399 (if calling from outside the United Kingdom)
Address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ.

Investor Centre

To access online information about your shareholding visit http://www.investorcentre.co.uk. To register, you will need your SRN which can be found on your Computershare dividend payment confirmation or your AGM notification. Investor Centre is a secure online site where you can manage your shareholding quickly and easily. You can:

view your holding and get an indicative valuation
change your address
arrange to have dividends paid into your bank account or request to join the dividend reinvestment plan
request to receive shareholder communications by email rather than post
view your dividend payment history
buy and sell shares
register your proxy voting instruction
download a variety of forms, including a stock transfer form.

Your shareholder communications

To help us meet our environmental commitments, we provide online access to all shareholder information, including Annual Reports, dividend information and shareholder circulars via our website: http://legalandgeneralgroup.com/investors so that we can reduce the number of documents that are printed and distributed by the Company. It is important that you advise us how you would like to receive these communications by registering online at www.investorcentre.co.uk/ecomms.

Dividend payment options

Have your dividends paid to your bank account

Once registered on Investor Centre (instructions can be found above), you can choose to receive your dividends directly to your bank account. Just select 'View/update your bank details' and follow the simple instructions. Alternatively, you can contact Computershare for a bank mandate form. By opting to receive your dividends electronically, your dividend will reach your bank account on the dividend payment date. Alternately, you can choose to receive your dividends via a cheque payment.

Re-invest your dividends

The dividend re-investment plan offers a convenient way for shareholders to build up their shareholding by using dividend money to purchase additional ordinary shares. The plan is provided by Computershare who are authorised and regulated by the Financial Conduct Authority.

International Fund Transfer

If you don't have access to a UK bank or building society account, you can elect to join the International Fund Transfer and receive cash dividends direct to your bank account in your local currency (a small fee and terms and conditions apply).

You can find further details regarding these payment options on our website at: http://group.legalandgeneral.com/en/investors/retail-shareholder-centre/dividend or by contacting our registrar, Computershare.

Corporate sponsored nominee

The corporate sponsored nominee allows you to hold shares in the Company without the need for a share certificate and enables you to benefit from shorter market settlement periods and quicker share dealing times. Individual shareholders hold their Legal & General shares in a nominee holding registered in the name of Computershare Company Nominees Limited. To join or obtain further information, please contact Computershare.

Share dealing

Shareholders are able to sell Legal & General shares by registering on the Investor Centre (http://www.investorcentre.co.uk) and enrolling for Computershare's share dealing service. Shareholders will be required to complete Anti-Money Laundering checks in advance of dealing in shares and it is therefore advisable to register your account in advance if you wish to sell shares. For further details, including information about an online, telephone and postal share dealing service, please visit: https://www-uk.computershare.com/Investor/#ShareDealingInfo and type 'Legal & General Group Plc' under the 'Share Dealing' tab.

Any holder of certificated shares will be required to send Computershare their original share certificate and an authorisation letter before a trade can be executed.

This is not a recommendation to buy and sell shares and this service may not be suitable for all shareholders. The price of shares can go down as well as up and you are not guaranteed to get back the amount you originally invested. Terms, conditions and risks apply. Past performance should not be seen as indicative of future performance. This arrangement should be considered as part of a diversified portfolio. Please consult an independent advisor if you need any assistance with financial matters.

Employee shareholders

If you hold shares in a Legal & General employee share plan, you can access your shareholding via: https://www.landgshareportal.com/welcome. The employee share plans are administered by Link Group who can be contacted on 0371 402 3341 or by emailing: [email protected].

Investor relations

Private investors should contact Computershare with any queries. Institutional investors can contact the investor relations team by email: [email protected].

Financial reports

The Company's financial reports are available on its website. The Annual Report and Accounts are sent to those shareholders who have elected to receive paper copies. Alternatively, shareholders may elect to receive notification by email by registering on http://investorcentre.co.uk. If you receive more than one copy of our communications, it could be because you have more than one record on the share register. To avoid duplicate mailings, please contact Computershare, who can arrange for your accounts to be amalgamated.

Legal & General Group Plc

Notice of Annual General Meeting

Important dates

	Final	Interim**
Results announcement	6 March 2024	7 August 2024
Ex-dividend date	25 April 2024	22 August 2024
Record Date	26 April 2024	23 August 2024
Last day for Dividend Reinvestment Plan elections	15 May 2024	6 September 2024
Annual General Meeting	23 May 2024	N/A
Dividend payment date	6 June 2024	27 September 2024

Share fraud warning

Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way, you will probably lose your money.

How to avoid share fraud

Have you been:

Contacted out of the blue?
Promised tempting returns and told the investment is safe?
Called repeatedly? or
Told the offer is only available for a limited time?

If so, you might have been contacted by fraudsters.

Reject cold calls

If you've been cold called with an offer to buy or sell shares, the chances are it's a high-risk investment or a scam. You should treat the call with extreme caution. The safest thing to do is to hang up.

Check the firm on the Financial Services register at: fca.org.uk/register

The Financial Services Register is a public record of all the firms and individuals in the financial services industry that are regulated by the Financial Conduct Authority ('FCA').

Get impartial advice

Think about getting impartial financial advice before you hand over any money. Seek advice from someone unconnected to the firm that has approached you.

If you suspect that you have been approached by fraudsters, please tell the FCA using the share fraud reporting form at: https://www.fca.org.uk/scamsmart where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768.

If you have lost money to investment fraud, you should report it to Action Fraud on 0300 123 2040 or online at actionfraud.police.uk. If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme. Find out more at: https://www.fca.org.uk/scamsmart

General information

Capital gains tax: for the purpose of calculating UK capital gains tax, the market value on 31 March 1982 of each share was 7.996 pence after adjusting for the 1986 capitalisation issue and the 1996 and 1999 sub-divisions, but not reflecting any rights taken up under the 2002 rights issue.

Close company provisions: the Company is not a close company within the terms of the Corporation Tax Act 2010.

Registered office: One Coleman Street, London EC2R 5AA. Registered in England and Wales, No. 01417162.

Shareholder offers: for details of shareholder offers on Legal & General products, see page 18, visit http://www.group.legalandgeneral.com/en/investors/retail-shareholder-centre/shareholder-benefits or call 0800 107 6830. There will also be a shareholder offers stand available to visit at the AGM.

Personal data

Personal data provided by shareholders at or in relation to the AGM (including names, contact details, votes and shareholder reference numbers), will be processed in line with the Company's privacy policy which is available at http://legalandgeneral.com/privacy-policy/.

Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Shareholder helpline is open 8.30am to 5.30pm, excluding bank holidays in England and Wales.
** These dates are provisional and subject to change.

Notice of 2024 Annual General Meeting

Legal & General Group Plc

Notes to the Notice of AGM

The following notes explain your general rights as a shareholder and your rights to attend and vote at the AGM or to appoint someone else to vote on your behalf.

Issued share capital and voting rights

As at 25 March 2024, being the latest practicable date prior to the publication of this Notice, the Company's issued share capital consisted of 5,979,714,390 ordinary shares carrying one vote each. Therefore, the total number of voting rights in the Company as at 25 March 2024 was 5,979,714,390.

Entitlement to vote at this year's AGM

Only shareholders who are entered on the Company's register of members (the 'Register') by close of business on 21 May 2024 (the 'Specified Time') or in the event of an adjournment by close of business two days (excluding non-business days) prior to the adjourned meeting, will be entitled to vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the Register for certificated and uncertificated shares of the Company after the Specified Time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

All proxy votes must be received by the Registrar by 11.00am on Tuesday 21 May 2024 (or 11.00am on Monday 20 May 2024 for the Corporate Sponsored Nominee).

Method of voting

All resolutions at the meeting will be decided by a poll. We believe that a poll is the best way of representing the views of as many shareholders as possible in the voting process. Shareholders will be able to vote in person, electronically via the Lumi platform or in advance by registering a proxy vote. A shareholder may appoint one or more proxies to attend, speak and vote on their behalf at the AGM. If more than one proxy is appointed, each proxy must be appointed to exercise the rights attached to different shares. A proxy need not be a member of the Company.

Persons nominated by shareholders

A person to whom this Notice is sent who is a person nominated under Section 146 of the Act to enjoy information rights (a 'Nominated Person') may, under an agreement with the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy at the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons. The rights described in that statement can only be exercised by shareholders of the Company.

Corporate representatives

Any corporation which is a member of the Company can appoint one or more representatives to exercise its powers as a member. If more than one representative is appointed, they must not purport to exercise powers in relation to the same shares.

Declaration of results

As soon as practicable following the meeting, the results of the AGM and the number of proxy votes cast for and against, and the number of votes withheld, in respect of each resolution will be announced via a regulatory information service and placed on the Company's website.

Shareholder requests

Members satisfying the thresholds in Section 527 of the Act can require the Company to publish on its website a statement setting out any matter relating to (i) the audit of the Company's accounts (including the Independent Auditor's Report to the members of the Company and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid, in accordance with Section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Section 527 or 528 (requirements as to website availability) of the Act. Where the Company is required to place a statement on its website, the statement must be forwarded to the Company's auditor no later than the time when the statement is made available on the website. The business which may be dealt with at the AGM will include any statement that the Company has been required, under Section 527 of the Act, to publish on its website.

Shareholders have the right to request, in accordance with section 360BA of the Act, information to enable them to determine that their vote on a poll was validly recorded and counted. Shareholders who wish to do so should contact Computershare.

Right to ask questions

Any member attending the AGM has the right to ask questions in relation to the business of the meeting. The Company must cause to be answered any such questions relating to the business being dealt with at the meeting but no such answer need be given if:

the answer has already been given on the Company's website in the form of an answer to a question
to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information
it is not in the interests of the Company or the good order of the meeting that the question be answered.

Website

A copy of this Notice, and any other information required by Section 311A of the Act, can be found on the Company's website: http://legalandgeneralgroup.com.

Documents available for inspection

The following documents are available for inspection at the Company's registered office during normal business hours until the date of the AGM and will be available at the AGM for at least 15 minutes before and until the conclusion of the meeting: copies of the executive directors' service contracts; copies of letters of appointment of the Chair and non-executive directors.

Electronic communication

Shareholders may not use any electronic address provided either (i) in this Notice; or (ii) in any related documents (including the proxy form and form of direction), to communicate with the Company for any purposes other than those expressly stated.

Legal & General Group Plc

Notice of Annual General Meeting

Your shareholder discounts and special terms

Offering you more than just a dividend

As a Legal & General shareholder, there are a range of discounts and special terms available to you and your family.

Your exclusive shareholder deals

Later life mortgages

A later life mortgage is a mortgage aimed at homeowners aged 55 or over and allows you to borrow money based on the value of your home, while continuing to live there.

Whether you're looking to pay off an existing mortgage, make some essential home improvements, or gift money to a family member, a later life mortgage could help.

As a shareholder, if you successfully complete a later life mortgage, you could receive a £500 Love2shop gift card. Alongside this, if you refer a friend or relative for a Legal & General later life mortgage, then you could both receive a £250 Love2shop voucher.

Terms and conditions apply to you (as a shareholder) and your friends and family who are seeking to utilise the Reward Scheme. The terms and conditions can be read at: http://legalandgeneral.com/shareholderoffers/later-life-mortgages/.

What is a later life mortgage?

It's a loan secured against your home that's usually repaid when you die or move out of the home into long-term care. Our later life mortgages include lifetime mortgages and retirement interest only mortgages. There may be cheaper ways to borrow money. Please note, the later life mortgage referral offer is only available when you have received financial advice from Legal & General Financial Advice Limited. If you're using your own adviser, this offer will not be available.

To receive later life mortgage advice from our specialists, call our free UK line on 0808 149 4379. We will ask you for your shareholder reference number when you call, (you can find this information on your share portal account). Lines are open Monday to Sunday, 8.30am to 8.00pm. Our specialists will check if you're eligible and take the time to understand your needs. We may record and monitor calls.

For more information about the offer, visit: http://legalandgeneral.com/shareholderoffers/later-life-mortgages. Or, if you want to know more about how a later life mortgage can be used to help you and your family, visit http://legalandgeneral.com/retirement/later-life-mortgages/.

This offer cannot be used in conjunction with any other offer.

Life Insurance

25% off our life insurance premiums when you buy a new policy

Our life insurance is a type of insurance policy that can help minimise the financial impact that your death could have on your loved ones. If you die or if you're diagnosed with a terminal illness with a life expectancy of less than 12 months, during the length of the policy, it could pay out a cash sum. As a Legal & General shareholder, you're entitled to a 25% discount on your premiums.

Getting your discount

This offer is only available over the phone. Please call us on 0800 107 6830 and quote discount code 'SHTERM'. Lines are open 8.30am to 8.00pm Monday to Friday and 9.00am to 1.00pm on Saturdays. We may record and monitor calls. To find out more visit: https://www.legalandgeneral.com/shareholderoffers/life-insurance/.

Over 50s' Life Insurance when you buy a new policy

Leave some money for your loved ones after you're gone. For a 10% additional cash sum on our Over 50s' Fixed Life Insurance Plan, quote discount code 'SHO50' over the phone. For further information about our products, please visit: https://www.legalandgeneral.com/shareholderoffers/over-50s-life-insurance/ or please call 0800 107 6830. Lines are open 8.30am to 8.00pm Monday to Friday and 9.00am to 1.00pm on Saturdays. We may record and monitor calls.

Digital Home Survey

What is a Digital Home Survey?

Digital Home Survey is a revolutionary, fully digital home buyer report, exclusive to Legal & General. A RICS-qualified surveyor will check the property from top to bottom before sending you a comprehensive and easy-to-understand digital report, usually within 48 hours of the inspection.

During the inspection the surveyor will look over the roof, walls, pipes, timber, and other aspects of the house making sure everything's in order. You'll receive a digital report straight to your computer or smartphone with any issues graded on a traffic-light scale of importance.

The Digital Home Survey report has sharp layout with clear, understandable visual details free of lengthy, confusing documents. One huge benefit of choosing this type of survey is the ease in which you can read and digest the report.

Using start-to-finish digital technology, a surveyor will send the report straight back to your computer or digital device in a couple of days, not weeks. Order a survey online and a RICS qualified surveyor conducts and records an assessment of the property on their tablet.

What's the offer?

You receive a 20% discount on the standard Digital Home Survey fee.

To purchase, or for more information about Digital Home Survey, including an example report, please visit http://legalandgeneral.com/surveying-services/choose-a-survey/digital-home-survey. To receive the offer, email [email protected].

Please note that each offer has terms and conditions available at http://legalandgeneral.com/shareholderoffers. These offers may be withdrawn at any time.

Notice of 2024 Annual General Meeting

Legal & General Group Plc

Registered office:
One Coleman Street
London
EC2R 5AA

T: 020 3124 2000
legalandgeneralgroup.com

Legal & General Group Plc is a holding company, subsidiary undertakings of which are authorised and regulated by the Financial Conduct Authority and/or Prudential Regulation Authority, as appropriate.

AI assistant

Legal & General Group PLC — Proxy Solicitation & Information Statement 2024

5266_agm-r_2024-04-11_c37508ce-f843-4f5b-b3c9-f9573323dd3d.pdf

Notice of 2024 Annual General Meeting

Investing in a brighter future

AGM arrangements

Changes to the Board

Voting

Shareholder questions

Recommendation

Notice of the 2024 Annual General Meeting

ORDINARY RESOLUTIONS

Resolution 1 – Report and accounts

Resolution 2 – Final dividend

Resolution 3 – Election of director

Resolution 4 – Re-election of director

Resolution 5 – Re-election of director

Resolution 6 – Re-election of director

Resolution 7 – Re-election of director

Resolution 8 – Re-election of director

Resolution 9 – Re-election of director

Resolution 10 – Re-election of director

Resolution 11 – Re-election of director

Resolution 12 – Re-election of director

Resolution 13 – Re-election of director

Resolution 14 – Re-election of director

Resolution 15 – Reappointment of auditor

Resolution 16 – Auditor's remuneration

Resolution 17 – Directors' Report on Remuneration

Resolution 18 – Legal & General Group Plc Performance Share Plan 2024

Resolution 19 – Renewal of directors' authority to allot shares

Resolution 20 – Additional authority to allot shares in respect of Contingent Convertible Securities (CCS)

Resolution 21 – Political donations

SPECIAL RESOLUTIONS

Resolution 22 – Disapplication of pre-emption rights

Resolution 23 – Additional authority to disapply pre-emption rights for purposes of acquisitions or specified capital investments

Resolution 24 – Additional authority to disapply pre-emption rights in connection with the issue of CCS

Resolution 25 – Purchase of own shares

Resolution 26 – Notice of general meetings

By Order of the Board

Explanatory notes to the resolutions

ORDINARY RESOLUTIONS

Resolution 1 – Report & accounts

Resolution 2 – Dividend

Resolution 3 to 14 – Election or re-election of directors

Resolutions 15 and 16 – Appointment and Remuneration of Auditors

Resolution 17 – Directors' Report on Remuneration

Resolution 18 – Legal & General Group Plc Performance Share Plan 2024

Resolution 19 – Renewal of directors' authority to allot shares

Resolution 20 – Additional authority to allot shares in respect of Contingent Convertible Securities (CCS)

Resolution 21 – Political Donations

SPECIAL RESOLUTIONS

Resolutions 22 and 23 – Disapplication of pre-emption rights

Resolution 24 – Additional authority to disapply pre-emption rights in connection with the issue of CCS

Explanatory notes to the resolutions continued

Resolution 25 – Purchase of own shares

Resolution 26 – Notice of general meetings

Appendix 1: Further information on Contingent Convertible Securities ('CCS')

Background

Why authority is being sought to issue CCS

Potential benefits of issuing CCS

Conversion of CCS into, or exchange of CCS for, ordinary shares

Options available to the Group prior to the occurrence of a trigger event under any CCS

Reasons for seeking a specific mandate to issue CCS

Basis on which the size of the specific mandate to issue CCS has been calculated

Appendix 2: Summary of the Legal & General Group Plc Performance Share Plan 2024 (the 'Plan')

Eligibility

Grant of awards

Performance conditions

Individual limits

Vesting of awards

Malus and clawback

Leaving employment

Takeovers and reorganisations

Plan limits

General

Amendments

Committee membership key

Other Board members during the year were:

Gender

Legal & General Group PLC Proxy Solicitation & Information Statement 2024