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Legal & General Group PLC Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS NOTICE AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.
This Notice does not take into account the investment objectives, financial situation or needs of any particular person. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you sell or transfer, or have sold or transferred, all of your Shares, please forward this Notice and the accompanying documents (except for any personalised form), as soon as possible, to the purchaser or the transferee or to the person through whom the sale or transfer was effected for delivery to the purchaser or the transferee. If you receive this Notice as a purchaser or transferee from another person, please register for and submit your proxy appointment via the Company's eProxy service at eproxyappointment.com/Login. If you instead require a hard copy General Meeting Form of Proxy please contact the Registrar using the contact details on page 13 this Notice. If you sell or transfer, or have sold or transferred, part only of your holding of Shares, you should retain this Notice and the accompanying documents and consult with the person through whom the sale or transfer was effected as to the action you should take. However, neither this Notice nor any accompanying documents should be released, published, distributed, forwarded, transmitted or sent, in whole or in part, in, into or from any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.
Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this Notice to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any such action. The distribution of this Notice and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law. Any person not in the United Kingdom into whose possession this Notice and any accompanying documents come should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Notice has been prepared for the purposes of complying with the laws of England and Wales and the listing rules made by the FCA pursuant to Part VI of FSMA (UKLR) and the information disclosed may not be the same as that which would have been disclosed if this Notice had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales. This Notice is not a prospectus, product disclosure statement or any other form of formal 'disclosure document' for the purposes of the laws of any jurisdiction other than England and Wales, and is not required to, and does not, contain all the information which would be required in a disclosure document under the laws of any such jurisdiction. It has not been and will not be lodged or registered with any regulatory body or agency in any jurisdiction other than the United Kingdom.
Legal & General Group Plc
(Incorporated and registered in England and Wales with registered number 01417162)
Proposed Capital Reduction
and
Notice of General Meeting
This Notice should be read as a whole. Your attention is drawn to the letter from Sir John Kingman, the Chair of Legal & General Group Plc, which is set out in Part I of this Notice and which contains a unanimous recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. The Resolutions will be voted on by taking a poll.
This document is dated 27 March 2026.
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Contents
Part I: Letter from the Chair of Legal & General Group Plc 3
Part II: Questions and Answers on the Capital Reduction 5
Part III: Definitions 8
Part IV: Notice of General Meeting 10
Key dates, times and principal events⁽¹⁾
| Thursday 14 May 2026, 10.00am | Deadline for submitting questions in advance of the General Meeting |
|---|---|
| Monday 18 May 2026, 11.00am | Deadline to submit proxy votes for the Corporate Sponsored Nominee |
| Deadline for Corporate Representatives to complete corporate letter of representation and present to Computershare | |
| Tuesday 19 May 2026, 12.30pm | Deadline to submit proxy votes to Computershare |
| Deadline to submit proxy votes via Proxymity and CREST | |
| Tuesday 19 May 2026, 6.30pm | Deadline to be entered on the Company's register of members in order to attend and vote at the General Meeting |
| Thursday 21 May 2026 at 12.30pm⁽²⁾ | General Meeting |
| 3 June 2026⁽³⁾ | Expected date of Court hearing to provide directions on the Capital Reduction |
| 16 June 2026⁽³⁾ | Expected date of Court hearing to confirm the Capital Reduction |
| End of June 2026⁽³⁾ | Expected registration date of Court order and effective date of the Capital Reduction |
Notes:
(1) Unless otherwise stated, references to times in this Notice are to UK time. Future dates are indicative only and may be subject to change. Where appropriate, details of new times and dates will be notified to Shareholders via the website at: group.legalandgeneral.com/AGM and a Regulatory News Service announcement.
(2) Or 10 minutes after the AGM shall have concluded or been adjourned, whichever is later.
(3) Conditional on the passing of the Resolutions as special resolutions at the General Meeting.
Computershare Shareholder Helpline
If you are a Shareholder and have questions on the Capital Reduction, please call the Computershare Shareholder Helpline on 0370 707 1399 (or +44 (0) 370 707 1399 if calling from outside the UK) between 8.30am and 5.30pm UK time, Monday to Friday (except UK public holidays). Calls may be recorded and randomly monitored for security and training purposes. For legal reasons, the Computershare Shareholder Helpline will be unable to give advice on the merits of the Capital Reduction or to provide financial, tax or investment advice.
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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
No person has been authorised to give any information or make any representations other than those contained in this Notice and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this Notice shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the publication of this Notice or that the information in it is correct as at any time subsequent to its date.
The contents of this Notice are not to be construed as legal, business or tax advice. Each Shareholder should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.
This Notice should be read in conjunction with the documents distributed by the Company by Regulatory News Service (RNS) announcements. This is not a recommendation to buy and sell shares. 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. Please consult an independent adviser if you need any assistance with financial matters.
PART I
LETTER FROM THE CHAIR OF LEGAL & GENERAL GROUP PLC
Legal & General Group Plc
(Incorporated and registered in England and Wales with registered number 01417162)
Directors
Sir John Kingman Chair
Scott Wheway Independent Non-Executive Director and Chair Designate
Antônio Simões Group Chief Executive Officer
Andrew Kail Group Chief Financial Officer
Henrietta Baldock Senior Independent Director
Clare Bousfield Independent Non-Executive Director
Carolyn Johnson Independent Non-Executive Director
Mark Jordy Independent Non-Executive Director
Nilufer Kheraj OBE Independent Non-Executive Director
George Lewis Independent Non-Executive Director
Tushar Morzaria Independent Non-Executive Director
Laura Wade-Gery Independent Non-Executive Director
Registered Office
Legal & General Group Plc
One Coleman Street
London EC2R 5AA
Dear Shareholder,
Proposed Capital Reduction
1. Introduction
I am pleased to invite you to a General Meeting of the Company to be held at The British Medical Association, BMA House, Tavistock Square, Bloomsbury, London WC1H 9JZ after the AGM on 21 May 2026 at 12.30pm (or 10 minutes after the AGM is concluded or adjourned, whichever is later). At the General Meeting, you will be asked to consider and vote on certain resolutions in respect of the proposal to reduce the share premium account and the capital redemption reserve of the Company (together, the 'Capital Reduction').
Shareholders who plan to attend electronically should refer to pages 12 and 13 of this Notice, where they will be able to find details of the electronic attendance arrangements, including how to vote and ask questions online.
The purpose of this Notice is to give you details of, including the background to and reasons for, the Capital Reduction, and to explain why the Board considers this to be in the best interests of the Company, and its Shareholders as a whole. The resolutions are set out in full at the end of this Notice on page 10. The Capital Reduction may only be effected if it is first approved by at least 75% of all votes cast (in person or by proxy) by shareholders at the General Meeting. Voting on the resolutions will be taken on a poll to reflect the number of shares held by each shareholder. Information on voting in advance of the meeting or voting via a proxy, and the corresponding voting deadlines, can be found on pages 11 and 12 of this Notice.
I encourage you to read the questions and answers on the Capital Reduction in Part II of this Notice which have been prepared to help you understand what the Capital Reduction involves.
More information about the Company's AGM can be found at group.legalandgeneral.com/AGM
2. Background to, and reasons for, the Capital Reduction
As part of our stewardship of the Company's financial and capital resources, the Board continuously monitors and considers opportunities to optimise the structure of the Company's balance sheet. The Board is, therefore, proposing a reduction in each of the share premium account and the capital redemption reserve of the Company, both of which are non-distributable reserves. This will increase the Company's retained earnings and enlarge the Company's reserves which are available for distribution.
The share premium account and capital redemption reserve can only be used for very limited purposes. Reducing amounts standing to the credit of these reserves will increase the Company's distributable reserves, which can be used for purposes such as dividends and capital returns to shareholders, thus providing greater flexibility going forwards.
It is, therefore, proposed that the Company reduces its share premium account by £1,051,581,960, and reduces its capital redemption reserve by £24,583,524, in each case by means of a Court-approved capital reduction.
The Capital Reduction will not involve a return of capital to Shareholders or any reduction in the Company's net assets. Nor is it being undertaken in anticipation of any specific future distribution or return of capital to Shareholders, yet it will help support the Company's existing dividend and capital return policy. The Capital Reduction will have a technical accounting impact only on the Group's consolidated statement of financial position and no funds will leave the Group as a result.
3. Why am I being asked to vote on the Resolutions?
Under the Companies Act 2006 (the Act), both the share premium account and capital redemption reserve are treated as if they are part of the share capital of the Company and, as such, the purposes for which they can be used are restricted.
The Act permits the Company to cancel amounts standing to the credit of its share premium account and capital redemption reserve, in whole or in part, provided that the Shareholders resolve to do so by special resolution and the cancellation is
subsequently confirmed by the Court. The Resolutions, which are proposed as special resolutions, provide the requisite authorities under the Act for these cancellations.
4. As a Shareholder, what impact will the Capital Reduction have on my Shares?
The Capital Reduction will not result in any changes to the number or nominal value of Shares that you hold. The proposed Capital reduction will increase the distributable reserves available to the Company which will support the Company's existing dividend and capital return policy.
5. 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 14 May 2026. 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 General Meeting by emailing [email protected].
6. Recommendation
The Board considers the Capital Reduction (and the Resolutions necessary to implement the Capital Reduction) to be in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as Board members intend to do in respect of their own shareholdings.
Yours sincerely,
Sir John Kingman
Chair
27 March 2026
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PART II
QUESTIONS AND ANSWERS ON THE CAPITAL REDUCTION
The following summary of questions and answers has been prepared to help you understand what the Capital Reduction involves. You should read the whole of this Notice and not rely solely on the summary questions and answers set out below.
- What is the Capital Reduction?
The Capital Reduction is a process by which the Company proposes to reduce its share premium account and its capital redemption reserve, both of which are non-distributable reserves.
The Capital Reduction is expected to increase the Company's retained earnings in an aggregate amount of £1,076,165,484 and enlarge the Company's distributable reserves.
- What is the share premium account?
Whenever the Company issues shares at a premium to their nominal value, an amount equal to that premium is credited to the share premium account on the Company's balance sheet. For example, if the Company issues 100 Shares (each of which has a nominal value of 2.5 pence) for £1.025 each, £100 will be credited to the Company's share premium account.
As at the Latest Practicable Date, the amount of £1,051,581,960 stood to the credit of the Company's share premium account.
- What is the capital redemption reserve?
Whenever the Company purchases its own shares, an amount equal to the nominal value of those shares is credited to the capital redemption reserve on the Company's balance sheet. For example, if the Company purchases 100 of its own Shares (each of which has a nominal value of 2.5 pence) for £1.00 each, £2.50 will be credited to the Company's capital redemption reserve.
As at the Latest Practicable Date, the amount of £24,583,524 stood to the credit of the Company's capital redemption reserve.
- What can amounts credited to the share premium account and capital redemption reserve be used for?
Under the laws of England and Wales, amounts credited to the share premium account and capital redemption reserve can only be used by the Company for very limited purposes. For instance, the capital redemption reserve, like the share premium account, is not a distributable reserve and so the Company cannot pay dividends to Shareholders out of amounts credited to the share premium account and capital redemption reserve.
- How will the Capital Reduction be effected?
The Capital Reduction is conditional on: (i) the passing of the Resolutions by the Shareholders as special resolutions; (ii) the confirmation of the Court; and (iii) the registration of the Court order by the Registrar of Companies.
Before giving its confirmation, the Court will seek to ensure that the Company's creditors are not prejudiced by the Capital Reduction. The Directors intend to take such steps to satisfy the Court in this regard as they consider appropriate. The Capital Reduction has been notified to the Prudential Regulation Authority.
If the Capital Reduction becomes effective, subject to any direction given by the Court in confirming the proposed Capital Reduction and the terms of any undertaking given by the Company in relation to the reserve which arises, the amounts by which the share premium account and capital redemption reserve are diminished will be credited to the Company's distributable reserves. Accordingly, it is anticipated that the Capital Reduction would increase the retained earnings of the Company by £1,076,165,484 and increase the Company's accumulated realised profits available for distribution by the same amount.
If the Resolutions are passed, the Company intends to take the necessary steps to effect the Capital Reduction as soon as reasonably practicable after the General Meeting. Please note that there are circumstances in which the Directors may decide not to proceed with the Capital Reduction, including the Court imposing conditions which are not satisfactory to the Company or, as a result of an unforeseen event, the Board considering that to continue with the Capital Reduction would be inappropriate, inadvisable or no longer in the best interests of the Company and its the Shareholders as a whole and, as such, the Directors reserve the right to elect not to proceed with the Capital Reduction at their sole discretion.
- Are capital reductions commonly undertaken by other companies?
Yes. It is common practice for companies incorporated in England and Wales (including public limited companies such as the Company) to undertake capital reductions, whether in order to improve their distributable reserves position or for other reasons.
- How will the Capital Reduction be implemented?
The process and requirements for the Capital Reduction are determined by the Act. This involves the following steps:
a. the passing of the Resolutions by the Shareholders as special resolutions;
b. the making of an order by the Court confirming the Capital Reduction – the Company intends to start the Court process shortly after the General Meeting, provided the Resolutions are passed; and
c. the registration of the Court order confirming the Capital Reduction and a statement of capital with the Registrar of Companies – the Company intends to register the Court order and a statement of capital with the Registrar of Companies shortly after (and provided that) the Court order confirming the Capital Reduction is made.
- Why is the Court involved in the Capital Reduction?
The Act provides that any capital reduction by a public limited company must be confirmed by an order of the Court. The Company is therefore required to seek a Court order confirming the Capital Reduction.
Before giving its confirmation, the Court must be satisfied that the Company's creditors will not be adversely affected by the Capital Reduction. As the Capital Reduction itself will not involve any return of capital to Shareholders or any reduction in the Company's assets, the Board believes that the Capital Reduction will not adversely affect the Company's creditors and intends to take such steps to satisfy the Court in this regard as it considers appropriate.
- In what circumstances might the Directors choose not to proceed with the Capital Reduction?
Given the Court's objective of ensuring that the Company's creditors will not be adversely affected by the Capital Reduction, it is open to the Court to include conditions intended to protect creditors in its order confirming the Capital Reduction, such as a requirement that the Company hold some of the amounts resulting from the Capital Reduction in a separate, non-distributable reserve. The Directors believe that the Capital Reduction will not adversely affect the interests of the Company's creditors, so it is considered unlikely that such a condition would be imposed by the Court. However, such conditions, if imposed, or some other event not currently foreseen by the Directors, could lead the Directors to conclude that the Capital Reduction would be inappropriate, inadvisable or no longer in the best interests of the Company and its Shareholders as a whole. For these reasons, the Directors reserve the right to elect not to proceed with the Capital Reduction at their sole discretion.
- What impact will the Capital Reduction have on the Company? Will the Capital Reduction reduce the Company's net assets?
The Capital Reduction will not result in any reduction of the Company's net assets or to the number or nominal value of Shares it has in issue, nor will it involve any return of capital to Shareholders.
Voting and the General Meeting
- Why have I been sent this document?
The Capital Reduction is conditional on, among other things, the Resolutions being passed by Shareholders as special resolutions at the General Meeting. This Notice contains information to assist you in your voting decision.
- Who is eligible to vote on the Capital Reduction?
Only Shareholders who are registered on the register of members of the Company at 6.30pm on Tuesday 19 May 2026 are eligible to vote or to instruct an authorised representative to vote on their behalf on the Resolutions at the General Meeting.
- How do I vote on the Capital Reduction?
Whether or not you intend to attend the General Meeting in person (physically or electronically), Shareholders are encouraged to vote in advance of the General Meeting by appointing a proxy and providing a voting instruction electronically. Instructions on how to provide a proxy voting instruction can be found on pages 11 and 12 of this Notice.
- Why is the vote on the Capital Reduction being held separately to the 2026 AGM?
The vote on the Capital Reduction will be held separately to the AGM as it relates to an independent item of business with a separate set of documents to be submitted to the Court.
- How does the Company's Board recommend I vote?
The Board considers the Capital Reduction (and the Resolutions necessary to implement the Capital Reduction) to be in the best interests of the Company and its Shareholders taken as a whole, and unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as Board members intend to do in respect of their own shareholdings.
- What happens if I fail to vote?
Although Shareholders are encouraged to vote on the Resolutions which will be considered at the General Meeting, Shareholders are not under an obligation to do so.
Each Resolution will only pass if a majority of not less than 75% of the votes cast by Shareholders present and voting at the General Meeting (whether personally or via a representative and whether physically or electronically) are in favour of the Resolution. If you do not vote, your Shares will not be included in the calculation of whether the 75% threshold has been met.
- What happens if the Resolutions are not approved by Shareholders?
If the Resolutions are not approved by Shareholders, the Company will not be able to implement the Capital Reduction or realise the increase in distributable reserves that is expected to result from the Capital Reduction.
Impact on Shareholders
- Will the Capital Reduction change the Company's dividend guidance and anticipated capital returns to Shareholders?
No. The Company's dividend guidance and anticipated capital returns to Shareholders will remain unchanged by the Capital Reduction.
- Will the Capital Reduction dilute or change my shareholding?
No. The Capital Reduction will not result in any changes to the number of Shares that you hold.
- Will the Capital Reduction change my rights as a Shareholder or the rights attached to my Shares?
No. The Capital Reduction will not result in any changes to your rights as a Shareholder or the rights attaching to your Shares.
- Will my Shares be repurchased or redeemed as part of the Capital Reduction?
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No. The Capital Reduction will not involve any repurchase or redemption of Shares.
- Is any cash or capital being returned to Shareholders as part of the Capital Reduction?
No. The Capital Reduction will not involve any return of cash or capital to Shareholders. The Company's dividend guidance and anticipated capital returns to Shareholders remain unchanged by the Capital Reduction.
- What if I have further questions?
If you are a Shareholder and have questions on the Capital Reduction, please refer to page 1 of this Notice for details of the Computershare Shareholder Helpline.
For legal reasons, the Computershare Shareholder Helpline will be unable to give advice on the merits of the Capital Reduction or to provide financial, tax or investment advice.
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8
PART III DEFINITIONS
The following definitions apply throughout this Notice, unless the context requires otherwise:
"AGM"
means the Annual General Meeting of the Company to be held at the British Medical Association, BMA House, Tavistock Square, Bloomsbury, London WC1H 9JZ on 21 May 2026 at 11.00am;
"Act"
means the Companies Act 2006;
"Board"
means the board of directors of the Company;
"Capital Reduction"
has the meaning given to it in paragraph 2 of Part I (Letter from the Chair of Legal & General Group Plc) of this Notice;
"Company"
means Legal & General Group Plc, a public limited company incorporated in England and Wales with registered number 01417162 and with its registered office at One Coleman Street, London, EC2R 5AA, United Kingdom;
"Court"
means the High Court of Justice of England and Wales;
"CREST"
means the system of paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;
"CREST Manual"
means the manual, as amended from time to time, produced by Euroclear describing the CREST system and supplied by Euroclear to users and participants thereof;
"CREST Proxy Instruction"
means a proxy appointment or instruction made via CREST, authenticated in accordance with Euroclear's specifications and containing the information specified by the CREST Manual;
"Directors"
means the directors of the Company and "Director" means any one of them;
"FCA" or "Financial Conduct Authority"
means the Financial Conduct Authority of the United Kingdom or, where applicable, any successor body or bodies carrying out the functions currently carried out by the Financial Conduct Authority;
"FSMA"
means the Financial Services and Markets Act 2000, as amended;
"General Meeting"
means the general meeting of the Company convened by this Notice to be held at BMA House on 21 May 2026 at 12.30pm (or 10 minutes after the AGM is concluded or adjourned, whichever is later) or any reconvened meeting following any adjournment thereof;
"General Meeting Form of Proxy"
means the form of proxy which accompanies this Notice for use in connection with the General Meeting;
"Group"
means the Company and its Subsidiaries and Subsidiary Undertakings from time to time;
"Latest Practicable Date"
means 25 March 2026, being the latest practicable date for the calculation and inclusion of information prior to the publication of this Notice;
"Lumi"
means Lumi Global UK Limited;
"Notice"
means this document;
"Proxymity"
means the institutional investor information and voting platform of Proxymity Limited;
"Registrar" or "Computershare"
means Computershare Investor Services PLC, or any other registrar appointed by the Company from time to time;
"Regulatory News Service" or "RNS" means the electronic information dissemination service operated by the London Stock Exchange;
"Resolutions" means the special resolutions as set out in this Notice;
"Shareholders" means the holders of the Shares;
"Shares" means the ordinary shares of 2.5 pence each in the capital of the Company; and
"Subsidiary" and "Subsidiary Undertaking" have the meanings given to them in sections 1159 and 1162 (respectively) of the Act.
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PART IV
NOTICE OF GENERAL MEETING
Legal & General Group Plc
(Incorporated and registered in England and Wales with registered number 01417162)
NOTICE IS HEREBY GIVEN that a General Meeting of Legal & General Group Plc (the "Company") will be held at The British Medical Association, BMA House, Tavistock Square, Bloomsbury, London WC1H 9JZ, United Kingdom, with facilities to participate electronically, on 21 May 2026 at 12.30pm (or 10 minutes after the AGM shall have concluded or been adjourned, whichever is later) to consider and, if thought fit, to pass the following resolutions as special resolutions of the Company.
For the purposes of this notice, capitalised terms used but not defined herein shall (unless the context otherwise requires) have the meaning ascribed to them in the Company's Notice to Shareholders dated 27 March 2026, of which this notice forms part.
Special Resolution 1
THAT the share premium account of the Company be reduced by £1,051,581,960.
Special Resolution 2
THAT the capital redemption reserve of the Company be reduced by £24,583,524.
By order of the Board
Geoffrey Timms
Group General Counsel and Company Secretary
27 March 2026
Registered Office:
One Coleman Street, London EC2R 5AA
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NOTES TO THE NOTICE OF GENERAL MEETING
1. Shareholder voting information
Issued share capital and voting rights
As at 25 March 2026, being the latest practicable date prior to the publication of this Notice, the Company's issued share capital consisted of 5,685,553,849 ordinary shares carrying one vote each. Therefore, the total number of voting rights in the Company as at 25 March 2026 was 5,685,553,849.
Entitlement to vote at the General Meeting
Only Shareholders who are entered on the Company's register of members (the 'Register') by 19 May 2026 at 6.30pm (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 General Meeting 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 will be disregarded in determining the rights of any person to attend or vote at the meeting.
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 General Meeting. 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 General Meeting. 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 General Meeting 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 News Service and available on the Company's website.
Documents for inspection
Copies of this Notice of General Meeting will be available for inspection at the registered office of the Company, being One Coleman Street, London, EC2R 5AA, during normal business hours on Monday to Friday each week from the date of this Notice of General Meeting until the time of the General Meeting (UK public holidays excepted), and will be at the place of the General Meeting on the day of the General Meeting from 10.30am until the close of the General Meeting.
Website
A copy of this Notice of General Meeting, and other information required by section 311A of the Act, can be found at group.legalandgeneral.com/AGM
2. Proxy voting arrangements
Registering your proxy vote in advance
Shareholders can appoint a proxy electronically to vote on their behalf using the share portal at eproxyappointment.com/ Login. Please note that there is no requirement to pre-register an account on this site.
You will need to have your General Meeting Control Number, SRN and PIN, as shown on the Notice of Availability or the General Meeting email notification sent to you to enable you to log in. Please note that we no longer send paper proxy forms to Shareholders and we encourage Shareholders to vote online at eproxyappointment.com/Login
If you do require a hard copy proxy form, please contact Computershare. Contact details can be found on page 13. 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, proxy votes must be received no later than 12.30pm on Tuesday 19 May 2026 (or 11.00am on Monday 18 May 2026 for the Corporate Sponsored Nominee).
Employee share plan participants should refer to their General Meeting notification for details of how to vote.
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 General Meeting, the proxy will vote or abstain from voting as they think fit.
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CREST members
CREST members can use the CREST electronic proxy appointment service for the General Meeting and any adjournment thereof by using the procedures described in the CREST Manual (available at: euroclear.com/en.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 12.30pm on Tuesday 19 May 2026 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 their 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.
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 proxymity.io. Your proxy instruction must be lodged by 12.30pm on Tuesday 19 May 2026 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.
Corporate representatives
If your Shares are held within a nominee account and you wish to attend or participate in the General Meeting, 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 18 May 2026. Representatives of corporate Shareholders should present their letter of representation to evidence their valid appointment when attending the General Meeting 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).
3. About the General Meeting
| 10.00am | Registration commences at BMA House for Shareholders attending physically. |
|---|---|
| 12.30pm or 5 minutes after the AGM is concluded or adjourned (whichever is later) | Doors open for Shareholders at BMA House (for those Shareholders who are not already in the Great Hall having attended the AGM). |
| 12.30pm or 10 minutes after the AGM is concluded or adjourned (whichever is later) | The General Meeting commences. |
| Access to the General Meeting website begins for Shareholders attending electronically. |
4. Guide for Shareholders attending the General Meeting electronically
Shareholders can participate in the General Meeting electronically, should they wish to do so.
A user guide on how to access the General Meeting online platform can be found below. If you experience any difficulties joining on the day, please contact Lumi by emailing [email protected] stating your full name, postcode and SRN (if known).
L&G Meeting ID: 100-857-124-752
Step 1 – Website
Access the meeting website: meetings.lumiconnect.com/100-857-124-752 from 12.30pm (or 10 minutes after the AGM is concluded or adjourned, whichever is later) on Thursday 21 May 2026. 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.
Step 2 – Login credentials
You will 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, and the General Meeting notification email. If you have any issues obtaining your SRN or PIN, please contact Computershare. Contact details can be found below.
Step 3 – General Meeting broadcast
The meeting will be broadcast in audio-visual format. 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.
Step 4 – Voting
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.
Step 5 – Questions
Shareholders 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 'send' 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.
5. Additional shareholder information
Right to ask questions
Any member attending the General Meeting 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.
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 14 May 2026. If you would like to receive a response to your question in advance of the proxy voting deadline, please indicate this in your email.
6. Contact details
Registrar:
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 or the General Meeting more broadly, please contact Computershare, via the contact details below. Any electronic communications sent to Computershare in respect of the appointment of a proxy that contains a computer virus will not be accepted.
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.
Website:
www-uk.computershare.com/Investor/#Home
Telephone:
0370 707 1399*
+44 (0) 370 707 1399**
Postal address:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ
Email address:
- if calling from within the United Kingdom
** if calling from outside the United Kingdom
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Investor Relations:
Private investors should contact Computershare with any queries. Institutional investors can contact the investor relations team via the email address provided.
If you have any further questions about the General Meeting, your shareholding or would like to submit a question in advance, please contact the L&G Company Secretariat team via the 'Shareholder Questions' email address provided below.
A copy of this Notice, and any other information required by Section 311A of the Act, can be found on the Company's website:
Website:
group.legalandgeneral.com/AGM
Email address:
Email address:
Employee shareholders:
Employee shareholders should refer to their General Meeting notification for the relevant contact details.
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ADDITIONAL INFORMATION
CURRENCIES
Unless otherwise indicated, all references in this Notice to "sterling", "pounds sterling", "GBP" and "£" are to the lawful currency of the United Kingdom.
DEFINITIONS
Capitalised terms have the meanings given to them in Part III (Definitions) of this Notice. In respect of the terms defined in Part III (Definitions) of this Notice, unless the context otherwise requires, the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neuter gender. Terms defined in the CREST Manual shall, unless the context otherwise requires, bear the same meanings where used in this Notice.
NO PROFIT FORECAST OR ESTIMATES
Unless otherwise stated, no statement in this Notice is intended as a profit forecast or estimate for any period and no statement in this Notice should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Group for the current or future financial years will match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Group.
NO OFFER OR SOLICITATION
This Notice is not a prospectus and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to purchase, acquire, subscribe for, sell, dispose of or issue, any security.
Registered office:
One Coleman Street
London EC2R 5AA
T: 020 3124 2000
group.legalandgeneral.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.