M&G PLC — Proxy Solicitation & Information Statement 2022

Apr 13, 2022

M&G plc Annual General Meeting 2022

M&G plc will be holding its Annual General Meeting ('AGM' or 'Meeting') at 10:00 on Wednesday 25 May 2022 at 10 Fenchurch Avenue, London EC3M 5AG.

We look forward to being able to welcome shareholders to attend our AGM in person this year and, building on the successful use of virtual meeting technology last year, we will also be providing facilities for virtual attendance and participation.

The details you will need to join the Meeting virtually are provided to the right.

In addition, shareholders are able to participate in the AGM by voting by proxy in advance of the Meeting. Further detail on voting by proxy is provided below and overleaf.

Notice of Availability

You can access the 2021 Annual Report and Notice of Annual General Meeting 2022 at mandgplc.com

If you would like to attend the Meeting virtually, you will require the following details:

Log on to: https://web.lumiagm.com/102-369-458 Meeting ID: 102-369-458 Shareholder Reference Number ('SRN'): PIN: First two and last two digits of your SRN

Further information can be found in the Notice of Annual General Meeting 2022 and on our website.

M&G plc Annual General Meeting 2022 Proxy Form					Product ID		5192-0024
Voting ID	Task ID			Shareholder Reference Number
You can submit your proxy votes electronically using the above details at www.sharevote.co.uk. Alternatively, please complete the below and return in accordance with the notes overleaf. I/We being (a) member(s) of the above named Company hereby appoint the Chair of the Meeting or the following person (see note 2 overleaf):
Name of Proxy				Number of Shares
resolutions referred to in the Notice of Annual General Meeting 2022 as indicated below. □ Please indicate how you wish to vote on each resolution by marking an 'X' in the appropriate boxes below in black ink. If you wish to abstain on any particular resolution, you can use the 'Withheld' option. A vote 'Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.				Please tick here if this proxy appointment is one of multiple appointments being made (see note 3 overleaf).
Resolutions	For		Against Withheld		For		Against Withheld
1. To receive the Annual Report and Accounts	□	□	□	13. To authorise the Directors to determine the auditor's remuneration		□	□ □
2. To approve the Directors' Remuneration Report	□	□	□	14. To authorise political donations by the Company and its subsidiaries		□	□ □
3. To elect Edward Braham	□	□	□	15. To approve the Climate Transition Plan and climate-related financial disclosure		□	□ □
4. To elect Kathryn McLeland	□	□	□	16. To authorise the Directors to allot shares		□	□ □
5. To elect Debasish (Dev) Sanyal	□	□	□	17. To authorise the Directors to allot Mandatory Convertible Securities ('MCS')		□	□ □
6. To re-elect John Foley 7. To re-elect Clive Adamson	□	□	□	18. To authorise the general disapplication of		□	□ □
8. To re-elect Clare Chapman	□ □	□ □	□ □	pre-emption rights 19. To authorise the disapplication of pre-emption
9. To re-elect Fiona Clutterbuck	□	□	□	rights in connection with the issuance of MCS 20. To authorise the Company to purchase its		□	□ □
10. To re-elect Clare Thompson	□	□	□	own shares		□	□ □
11. To re-elect Massimo Tosato	□	□	□	21. To authorise the Directors to call general meetings on not less than 14 days' notice		□	□ □

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Notes

Appointing a proxy

• 1. To be valid, this Proxy Form and the power of attorney or other authority (if any) under which it is signed and dated must be received by Equiniti no later than 10:00 on Monday 23 May 2022.
• 1. Any shareholder of the Company is entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM 2022. If you wish to appoint as your proxy someone other than the Chair of the Meeting, insert their name in the space provided in the first box. If the proxy is being appointed in relation to part of your holding only, enter the number of shares over which they are authorised to act as your proxy in the box next to the proxy's name. If this box is left blank, they will be authorised in respect of your full voting entitlement.
• 1. To appoint more than one proxy, you can either photocopy this Proxy Form or request an additional Proxy Form from Equiniti (please see the contact details for Equiniti in note 13). Ensure you specify the number of shares over which each proxy can act, as in note 2 above. Multiple Proxy Forms should be returned together in the same envelope to the FREEPOST address provided in note 10. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. Photocopies of the Proxy Form may only be used in respect of the same registered shareholder name (and designated account as applicable) as it appears on the original Proxy Form.
• 1. To register the appointment of a proxy electronically, visit www.sharevote.co.uk and follow the instructions provided. The proxy appointment must be received by Equiniti by 10:00 on Monday 23 May 2022.
• 1. Please see the Notice of Annual General Meeting 2022 for further advice on how to appoint/instruct proxies via CREST or Proxymity.
• 1. The Proxy Form must be signed and dated by the shareholder or his attorney duly authorised in writing. In the case of a corporation, the proxy appointment must be under seal or signed by a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign this form, but the vote of the first named in the register of members will be accepted to the exclusion of the votes of joint holders.
• Business Reply Plus License Number RTAR-LYSU-ARBH

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Equiniti Aspect House Spencer Road LANCING BN99 8HX

• 1. If no specific directions are given, the proxy will vote or abstain from voting as he thinks fit on the specific resolutions, and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he thinks fit on any business (including amendments to resolutions) which may properly come before the AGM.
• 1. A proxy need not be a member of the Company but must attend the AGM to represent you. If no name is inserted in the box provided, the Chair of the Meeting will be deemed to be the appointed proxy.
• 1. Any alteration to this Proxy Form should be initialled by the person who signed it.
• 1. If you do not wish anyone other than the Company or Equiniti to see the Proxy Form, detach it and send it in an envelope to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road Lancing BN99 8LU.
• 1. The completion and return of this Proxy Form will not preclude a shareholder from attending the AGM and voting.

Shareholder questions for the AGM

1. We are happy to receive questions from shareholders at any time. Regardless of your attendance at the Meeting, if you have specific questions on the business matters set out in the Notice of Annual General Meeting 2022, you can register these in advance to be answered by the Board at the AGM. To pre-register any questions, please email Group Secretariat using groupsecretariat@mandg.com by 09:00 on Wednesday 25 May 2022.

Shareholder enquiries

1. For any enquiries, please contact Equiniti on 0371 384 2543 (+44 (0) 121 415 0280 from outside the UK), lines are open 08:30 to 17:30 Monday to Friday, or by post: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.