M &G

M&G plc Notice of Annual General Meeting 2026 and explanation of business

Thursday 30 April 2026 at 10:30
M&G plc, 10 Fenchurch Avenue, London EC3M 5AG (with facilities for in-person and virtual attendance and participation)

This document is important and requires your immediate attention.

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

If you have sold or otherwise transferred all your shares in M&G plc, please forward this Notice of the Annual General Meeting 2026, together with any accompanying documents (except any personalised forms), as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

Company number: 11444019

Section 1
Letter from the Chair 3

Section 2
Notice of Meeting 6

Section 3
Explanatory notes relating to the business of the Meeting 11

Section 4
Further information on UK Solvency II Instruments 18

Section 5
Explanatory notes relating to the Notice of Meeting 20

Section 6
Other useful information 26

M&G plc notice of Annual General Meeting 2026 and explanation of business

3 M&G plc notice of Annual General Meeting 2026 and explanation of business

Section 1

Letter from the Chair

26 March 2026

Dear Shareholder

Annual General Meeting

M&G plc will be holding its Annual General Meeting (the 'AGM' or 'Meeting') at 10:30 on Thursday 30 April 2026, at our offices at 10 Fenchurch Avenue, London EC3M 5AG.

The Notice of Meeting, which follows this letter, sets out the business to be conducted at the AGM. A detailed explanation of this business can be found on pages 11-17.

We look forward to welcoming shareholders attending our AGM in person and we will also be providing facilities for virtual attendance and participation to make our Meeting as accessible as possible. Shareholders that are not able to attend, either in person or via the virtual meeting technology, are encouraged to submit a proxy vote in advance of the Meeting.

For shareholders wishing to attend in person, access to the Meeting venue will be possible from 10:00 on Thursday 30 April 2026.

Virtual attendance

By attending the Meeting virtually, you will have the ability to submit your votes, or ask a question via the question box, live during the Meeting.

To participate in the AGM virtually, you will need to use your smartphone, tablet or computer to log on to: meetings.lumiconnect.com/100-850-136-988

This will take you directly to the log in screen for the AGM, for which the Meeting ID is 100-850-136-988. You will be prompted to enter your unique Shareholder Reference Number (SRN) and PIN. Your PIN is the first two and last two digits of your SRN. Your unique SRN can be found printed on your Proxy Form or Voting Instruction Card that has been posted to you, or on your email notification if you have chosen to receive shareholder communications electronically.

The Meeting can be accessed using the latest versions of Chrome, Edge, Firefox or Safari. Please ensure your internet browser is compatible in advance of the Meeting.

Virtual access to the Meeting will be available from 10:00 on Thursday 30 April 2026. Please note that your ability to vote will not be enabled until the Chair formally declares the poll open.

Further information on how to join the Meeting virtually can be found on our website group.mandg.com where a guide to using the virtual functionality has been provided.

If you experience any difficulties accessing the Meeting, please contact our registrar, Equiniti Limited (Equiniti), by emailing [email protected] stating your full name, postcode and SRN. Please note that this mailbox is monitored between 09:00 and 17:00, Monday to Friday (excluding public holidays in England and Wales).

Shareholders are advised to check they have all the required information with which to log into the Meeting in advance and, if needed, to contact Equiniti at least 24 hours prior to the start of the Meeting.

Proxy voting

Regardless of attendance, your voting participation is important to us and I would encourage you to exercise your right to vote on the resolutions proposed at the AGM by submitting a proxy vote in advance of the Meeting.

You may appoint a proxy in one of the following ways:

online via our registrar's website: www.shareview.co.uk
via the CREST electronic proxy appointment service (for CREST members)
via the Proxymity electronic proxy appointment service (for Institutional members), or
by completing a Proxy Form and returning it to our registrar, Equiniti.

The deadline for the appointment of proxies is 10:30 on Tuesday 28 April 2026. Further information on the appointment of proxies and on how to complete the Proxy Form can be found on pages 21-23.

Submitting a proxy vote in advance of the Meeting does not prevent a shareholder from also attending and/or voting at the Meeting either in person or virtually. However please note that to the extent that you attend but do not vote at the Meeting, the appointment of the proxy remains effective unless otherwise validly withdrawn.

Voting at the AGM will be taken by poll. Once the results have been verified by our registrar, Equiniti, they will be published on our website, group.mandg.com, and released via a Regulatory Information Service as soon as reasonably practicable thereafter.

Attendance and voting summary

In summary of the above, shareholders should take note of the various ways to attend and vote at the AGM:

Attendance method	Attendance details	How to vote	Voting deadline
1. In person	10 Fenchurch Avenue, London EC3M 5AG
Access from 10:00 on Thursday 30 April 2026	At the Meeting using a paper poll card that will be provided	Votes must be submitted before the poll is closed
		In advance by proxy (see 3 below)	Proxy voting deadline (see 3 below)
2. Virtual	meetings.lumiconnect.com/100-850-136-988
Ability to log in from 10:00 on Thursday 30 April 2026	By entering your votes online during the Meeting	Votes must be submitted online before the poll is closed
		In advance by proxy (see 3 below)	Proxy voting deadline (see 3 below)
3. No planned attendance and/or voting by proxy	n/a	By completing and returning your Proxy Form; entering your votes online via www.shareview.co.uk; or, online via the CREST or Proxymity electronic proxy appointment services (if applicable).	Proxy votes must be received by the registrar, Equiniti, by 10:30 on Tuesday 28 April 2026

4 M&G plc notice of Annual General Meeting 2026 and explanation of business

Questions and communication

We are happy to receive questions from shareholders at any time, regardless of your attendance at the Meeting. If you have specific questions on any of the matters of business set out in the Notice of Meeting, you can register these in advance to be answered by the Board at the AGM.

To pre-register any questions on the business matters set out in the Notice of Meeting to be answered at the AGM, please email the Group Secretariat mailbox at [email protected] by 17:00 on Wednesday 29 April 2026. You can also use this email address to contact us at any time before or after the Meeting on other matters related to the AGM.

Recommendation

The Directors consider that each resolution to be proposed at the AGM is in the best interests of the shareholders as a whole and unanimously recommend shareholders to vote in favour of all resolutions, as they intend to do in respect of their own shareholdings.

Yours sincerely,

5 M&G plc notice of Annual General Meeting 2026 and explanation of business

Ermar Braham
Chair

Section 2

Notice of Meeting

Notice is hereby given that the AGM of the members of M&G plc (the 'Company') will be held at 10:30 on Thursday 30 April 2026 at our offices at 10 Fenchurch Avenue, London EC3M 5AG (with facilities for in person and virtual attendance and participation), to consider and, if thought fit, to pass the resolutions set out below.

Resolutions 1 to 18 will be proposed as ordinary resolutions and Resolutions 19 to 22 will be proposed as special resolutions. For each of the ordinary resolutions to be approved, over 50% of the votes cast must be in favour of the resolution. For each of the special resolutions to be approved, at least 75% of the votes cast must be in favour of the resolution.

Ordinary resolutions

Report and accounts

Resolution 1

To receive the report and accounts of the Directors and the report of the auditor for the year ended 31 December 2025 (the '2025 Annual Report').

Directors' Remuneration Report

Resolution 2

To approve the Directors' Remuneration Report for the period ended 31 December 2025, as set out on pages 105-134 of the 2025 Annual Report.

Re-election of Directors

Resolution 3

To re-elect Clive Adamson as a Director of the Company.

Resolution 4

To re-elect Sir Edward Braham as a Director of the Company.

Resolution 5

To re-elect Clare Chapman as a Director of the Company.

Resolution 6

To re-elect Paul Evans as a Director of the Company.

Resolution 7

To re-elect Kathryn McLeland as a Director of the Company.

Resolution 8

To re-elect (Paolo) Andrea Rossi as a Director of the Company.

Resolution 9

To re-elect Debasish (Dev) Sanyal as a Director of the Company.

Resolution 10

To re-elect Elisabeth Stheeman as a Director of the Company.

Resolution 11

To re-elect Clare Thompson as a Director of the Company.

Resolution 12

To re-elect Massimo Tosato as a Director of the Company.

M&G plc notice of Annual General Meeting 2026 and explanation of business

7 M&G plc notice of Annual General Meeting 2026 and explanation of business

Auditor

Resolution 13

To re-appoint PricewaterhouseCoopers LLP ('PwC') as the auditor of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual general meeting of the Company at which accounts are laid.

Resolution 14

To authorise the Audit Committee of the Company to determine, and fix on behalf of the Board, the amount of the auditor's remuneration for the year ending 31 December 2026.

Political donations

Resolution 15

That, in accordance with sections 366 and 367 of the Companies Act 2006 (the 'Act'), the Company is, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company (as defined in the Act) are, authorised in aggregate to:

i. make political donations to political parties and/or independent electoral candidates not exceeding £100,000 in total;
ii. make political donations to political organisations other than political parties not exceeding £100,000 in total; and
iii. incur political expenditure not exceeding £100,000 in total,

(as such terms are defined in sections 363 to 365 of the Act) in each case during the period beginning with the date of passing this resolution until the conclusion of the Company's annual general meeting to be held in 2027 (or, if earlier, 30 June 2027). In any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed £100,000.

Removal of discretionary share plan 5% dilution limit

Resolution 16

That the amendments to the rules of:

i. the M&G Performance Share Plan 2019; and
ii. the M&G Deferred Incentive Plan 2019,

to remove the 5% dilution limit that applies to executive share schemes while retaining the 10% limit that applies to all the Company's employee share schemes, as set out in the explanatory notes relating to this resolution and in the copies of the amended rules produced to the Meeting, be approved, with the Directors authorised to do all such acts and things as they may consider necessary or desirable to carry such amendments into effect.

Authority to allot shares

Resolution 17

That the Directors be hereby generally and unconditionally authorised pursuant to section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £40,218,840, being approximately one third of the nominal value of the Company's issued share capital as at 12 March 2026 (the latest practicable date prior to the publication of this Notice).

This authority shall apply until the conclusion of the Company's annual general meeting to be held in 2027 (or, if earlier, 30 June 2027), but in each case, so that the Company may make offers or enter into any agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Authority to allot new shares in relation to issuances of UK Solvency II Instruments

Resolution 18

That, in addition to any authority granted pursuant to Resolution 17, the Directors be hereby generally and unconditionally authorised pursuant to section 551 of the Act to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £18,098,475 in connection with any issuance of UK Solvency II Instruments (as defined below):

i. where the Directors consider that the issuance(s) of UK Solvency II Instruments would be desirable, including in connection with, or for the purposes of, complying with or maintaining compliance with the regulatory requirements or targets applicable to the Company or any subsidiary or subsidiary undertaking of the Company (together, the 'Group') from time to time;

ii. 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 Directors from time to time.

This authority shall apply until the conclusion of the Company's annual general meeting to be held in 2027 (or, if earlier, 30 June 2027), but in each case, so that the Company may make offers or enter into any agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after the authority expires, and the Directors may allot shares or grant rights to subscribe for or to convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

For the purpose of this Resolution 18, 'UK Solvency II Instruments' means any securities, instruments or other agreements to be issued or entered into by the Company or any other member of the Group from time to time, and which in each such case are:

i. intended to form all or part of a type or class of securities, instruments or other agreements, the terms of which are eligible or otherwise enable the Company or any other member of the Group from time to time to meet any applicable regulatory requirements specified by the Prudential Regulation Authority or other such authority having primary supervisory authority with respect to the Company or the Group from time to time, including requirements in relation to own funds, capital resources, capital, contingent capital or buffer capital of the Company or the Group;

ii. convertible into, exchangeable for, or otherwise may result in the issuance of ordinary shares of the Company in the event that the capital or solvency position of the Company, the Group and/or any member of the Group from time to time falls below certain defined levels; and

iii. otherwise on such terms as may be determined by the Directors or a committee thereof upon issue.

M&G plc notice of Annual General Meeting 2026 and explanation of business

9 M&G plc notice of Annual General Meeting 2026 and explanation of business

Special resolutions

Directors' authority to disapply pre-emption rights for ordinary shares

Resolution 19

That, if Resolution 17 is passed, the Directors be hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of 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, provided that the power shall be limited to:

i. 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 to:

a. holders of ordinary shares in proportion (as near as may be practicable) to their existing holdings; and
b. holders of other equity securities as required by the rights of those securities or, as the Directors otherwise consider it necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider 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 matter whatsoever; and

ii. the allotment (otherwise than under paragraph (i) above) of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £12,065,650.

This power shall apply until the conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027) but in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires, and the Directors may allot equity securities (and sell treasury shares) in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Authority to disapply pre-emption rights in connection with issuances of UK Solvency II Instruments

Resolution 20

That, in addition to the powers granted pursuant to Resolution 19, and if Resolution 18 is passed, the Directors be hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of the Act) for cash pursuant to the power conferred on the Directors by Resolution 18 up to an aggregate nominal amount of £18,098,475 in connection with any issuance of UK Solvency II Instruments, as if section 561 of the Act did not apply to such allotment.

This authority shall apply until the conclusion of the Company's annual general meeting to be held in 2027, (or, if earlier, 30 June 2027), but in each case so that the Company may make offers and enter into agreements under this authority during the relevant period which would, or might, require equity securities to be allotted (or treasury shares to be sold) after the authority expires, and the Directors may allot equity securities (or sell treasury shares) in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

For the purpose of this Resolution 20, 'UK Solvency II Instruments' shall have the same meaning as set out in Resolution 18.

10 M&G plc notice of Annual General Meeting 2026 and explanation of business

Authority to purchase own shares

Resolution 21

That the Company be hereby generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares provided that:

i. the maximum number of ordinary shares which may be purchased is 241,313,000;
ii. the minimum price (excluding stamp duty and expenses) which may be paid for each such share is £0.05;
iii. the maximum price (excluding stamp duty and expenses) which may be paid for each such share is the higher of:

a. an amount equal to 5% above the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five Business Days immediately preceding the day on which the Company agrees to purchase the ordinary shares; and
b. 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.

The authority shall apply until the conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027), except in relation to the purchase of shares, the contracts for which are concluded before such expiry and which will or may be completed or executed wholly or partly after such expiry, unless such authority is renewed prior to such time.

Notice of general meetings

Resolution 22

That the Directors be hereby authorised to call general meetings (other than an annual general meeting) on not less than 14 clear days' notice.

Charlotte Heiss

Group General Counsel and Company Secretary

26 March 2026

Section 3

Explanatory notes relating to the business of the Meeting

Resolution 1

Report and accounts

The Directors of the Company are required to present the report and accounts of the Directors and the report of the auditor for the year ended 31 December 2025 (the '2025 Annual Report') to the AGM. Shareholders will have the opportunity to put questions about the 2025 Annual Report and other business to be conducted at the Meeting to the Directors before voting on this resolution. The 2025 Annual Report is available on the Company's website: group.mandg.com

Resolution 2

Directors' Remuneration Report

All quoted companies (as defined in the Act) are required to put their Directors' Remuneration Report to shareholders for approval annually. This can be found on pages 105-134 of the 2025 Annual Report and sets out details of payments made to Directors in the year ended 31 December 2025. The Directors must include specific information within the Directors' Remuneration Report in accordance with applicable regulations and the Directors' Remuneration Report has been prepared accordingly. The Company's auditors, PwC, have audited those parts of the Directors' Remuneration Report required to be audited and their report may be found in the 2025 Annual Report. The vote on the Directors' Remuneration Report is advisory in nature. Accordingly, payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.

Resolutions 3 to 12

Re-election of Directors

Resolutions 3 to 12 deal with the re-election of Directors in accordance with the requirements of the Company's Articles of Association and the UK Corporate Governance Code.

Biographical details of all Directors who were on the Board as at the date of the 2025 Annual Report and who are seeking re-election are set out on pages 81-83 of the 2025 Annual Report and also appear on the Company's website: group.mandg.com

The Board recommends the re-election of each of the Directors pursuant to Resolutions 3 to 12. In recommending the resolutions to re-elect Directors, the Board, supported by its Nomination Committee, has considered its current composition, assessed against a Board skills matrix, to ensure the overall composition of the Board in terms of skills, experience and background is appropriate. The Board skills matrix is regularly refreshed to ensure that it matches the needs of the business and is aligned with the Group's purpose and strategy.

Information about the activities of the Nomination Committee in recommending Directors for re-election, including its assessment of the independence of Non-Executive Directors, and how the Board has satisfied itself that the contribution of each Director remains important to the Group's long-term success, is set out on pages 95-96 of the 2025 Annual Report.

M&G plc notice of Annual General Meeting 2026 and explanation of business

12 M&G plc notice of Annual General Meeting 2026 and explanation of business

Resolutions 13 and 14

Appointment and remuneration of auditor

The Company is required to appoint or re-appoint an auditor at each general meeting at which accounts are laid. The Audit Committee is responsible for overseeing the Company's relationship with the auditor. The Audit Committee Report on pages 97-102 of the 2025 Annual Report sets out details of the policy to safeguard the auditor's objectivity and independence and how the Audit Committee reviews the effectiveness of the auditor and the audit process. The Board, on the recommendation of the Audit Committee, proposes via Resolution 13 that PwC be re-appointed as the Company's auditor for the year ending 31 December 2026.

In addition, at each annual general meeting, shareholders are asked to authorise the Directors to set the auditor's remuneration. Resolution 14 proposes that the auditor's remuneration be determined by the Directors. In effect, the Audit Committee will consider and approve the audit fees on behalf of the Board in accordance with the Competition and Markets Authority Audit Order.

Resolution 15

Political donations

This resolution seeks authority from shareholders for the Company and its subsidiaries to make donations to political parties, other political organisations or independent electoral candidates, or to incur political expenditure. It is the Company's policy not to make donations to political parties and the Company has no intention of altering this policy. However, the broad definitions used in the Act make it possible for the normal business activities of the Company, which might not be thought of as political expenditure or donations to political organisations in the usual sense, to be caught, for example sponsoring seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform, and making certain charitable donations that may be regarded as political in nature. Accordingly, the Company is seeking this authority to ensure that it does not inadvertently commit any breaches of the Act through the undertaking of routine activities which would not normally be considered to result in the making of political donations. The aggregate amount of expenditure permitted by this authority will be capped at £100,000.

If this resolution is passed, the authority sought under Resolution 15 will expire on the conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027). In accordance with established market practice, it is the Company's intention to seek renewal of this resolution on an annual basis.

13 M&G plc notice of Annual General Meeting 2026 and explanation of business

Resolution 16

Removal of discretionary share plan 5% dilution limit

Under the rules of the M&G Performance Share Plan 2019 (the 'PSP') and the M&G Deferred Incentive Plan 2019 (the 'DIP'), the Remuneration Committee may grant awards only within specified dilution limits. In particular, rule 11 of each plan currently provides that, in any rolling ten-year period, the Company's commitments to issue new shares or transfer treasury shares under all employee share schemes must not exceed 10% of the Company's issued ordinary share capital (adjusted for share issuance and cancellation). It also provides for an additional 5% in ten years 'inner' limit on the use of new issue and treasury shares under 'executive share schemes', which include the PSP and DIP.

The Investment Association's 2025 Principles of Remuneration removed its previous guidance that companies should apply a separate 5% in ten years dilution limit specifically in respect of discretionary executive share plans, and instead recommend that companies adopt appropriate overall dilution limits which, other than in exceptional cases, should include a 10% in ten years 'all schemes' limit. In light of this updated guidance, and to ensure that the Company retains appropriate flexibility in how it funds and operates its share plans, including to mitigate some of the operational costs of acquiring shares in the market to satisfy employee awards, the Board is proposing to remove the additional 5% 'executive scheme' limit from each of the PSP and the DIP, while retaining the existing 10% in ten years limit across all of the Company's employee share schemes.

If Resolution 16 is approved, rule 11.2 of each of the PSP and the DIP will be amended so that awards granted under those plans are subject only to the 10% in ten years aggregate limit across all of the Company's employee share schemes. The change will not increase the overall maximum number of shares that may be issued or transferred from treasury by the Company to satisfy awards under its share plans, which will continue to be constrained by that 10% 'all schemes' limit. All other terms of the PSP and the DIP will remain unchanged.

Resolution 17

Allotment of ordinary shares

Resolution 17 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 a maximum nominal amount equal to £40,218,840 (representing 804,376,800 ordinary shares). This amount represents approximately one third of the issued ordinary share capital of the Company as at 12 March 2026, being the latest practicable date prior to publication of this Notice.

The Directors have no current plans to issue shares other than in connection with employee share schemes. As at 12 March 2026, the latest practicable date prior to the publication of this Notice, the Company holds 3,414,030 shares in treasury.

The authority sought under this resolution is a standard authority taken by most listed companies each year.

Although the Directors have no present intention of exercising this authority other than in connection with employee share schemes, the Directors consider that it is in the best interests of the Company and its shareholders generally that they should have the flexibility conferred by the above authority to make small issues of shares for cash as suitable opportunities in line with the Company's strategic objectives arise. If this authority is utilised, the Directors intend to follow best practice regarding its use as recommended by the Investment Association.

If this resolution is passed, the authority sought under Resolution 17 will expire on the conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027).

The authority sought under this Resolution 17 is in addition to, and not in substitution for, the authority conferred by Resolution 18.

Resolution 18

Allotment of new shares in relation to issuances of UK Solvency II Instruments

Resolution 18 would, if approved, give the Directors authority to allot shares and to grant rights to subscribe for or to convert any security into shares in relation to any issue by the Company in connection with any issuance of UK Solvency II Instruments. Further information on UK Solvency II Instruments is provided in Section 4 of this Notice.

The Group is subject to the UK Solvency II regulatory framework, 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.

This authority is limited to the aggregate nominal amount of £18,098,475 (representing approximately 15% of the Company's issued share capital as at 12 March 2026, being the latest practicable date prior to the publication of this Notice). While the authority sought under Resolution 18 is not contemplated by the Investment Association guidelines, the Directors believe it is in the best interests of the Company to have the flexibility to issue UK Solvency II Instruments from time to time so that the Company has the ability to manage and maintain its and the Group's capital structure more effectively in light of evolving capital requirements, market conditions and investor appetite (including through the use of risk mitigation techniques permitted under UK Solvency II). The authority sought may be used if, in the opinion of the Directors at the relevant time, such an issuance of UK Solvency II Instruments 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.

However, the request for authority in Resolution 18 should not be taken as an indication that the Company will or will not issue any, or any given amount of, UK Solvency II Instruments.

If this resolution is passed, the authority sought under Resolution 18 will expire on the conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027).

The authority sought under this Resolution 18 is in addition to, and not in substitution for, the authority conferred by Resolution 17.

M&G plc notice of Annual General Meeting 2026 and explanation of business

Resolution 19

Disapplication of pre-emption rights in relation to ordinary shares

This Resolution 19 is proposed as a special resolution and requires over 75% of the votes cast to be in favour in order to be approved.

Resolution 19 renews and increases the authority given to the Directors to allot ordinary shares (including any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

This authority would be limited to an aggregate maximum nominal amount of £12,065,650 (representing 241,313,000 ordinary shares). This aggregate nominal amount represents approximately 10% of the issued ordinary share capital of the Company as at 12 March 2026, the latest practicable date prior to publication of this Notice.

The increased limit of 10% requested this year is within the limits suggested in the Pre-Emption Group's most recent Statement of Principles published in November 2022 (the 'Principles'). The Directors acknowledge the provisions of the Principles and confirm their intention to follow the shareholder protections in Part 2B of the Principles. The Directors are not requesting additional authority to allot issued share capital for specified additional purposes as would be in line with the limits suggested by the Principles. The Directors will keep emerging market practice and the views of investors under review, but consider that the limit of 10% provides sufficient flexibility to the Company at present.

The authority sought under this resolution is a standard authority taken by most listed companies each year.

Although the Directors have no present intention of exercising this authority, the Directors consider that it is in the best interests of the Company and its shareholders generally that they should have the flexibility to make small issues of shares for cash (on a pre-emptive or, where appropriate, a non-pre-emptive basis) as suitable business opportunities arise. If this authority is utilised, the Directors intend to follow best practice regarding its use as recommended by the Investment Association.

If this resolution is passed, the authority sought under Resolution 19 will expire on the conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027).

The authority sought under this Resolution 19 is in addition to, and not in substitution for, the authority conferred by Resolution 20.

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16 M&G plc notice of Annual General Meeting 2026 and explanation of business

Resolution 20

Disapplication of pre-emption rights in connection with issuances of UK Solvency II Instruments

This Resolution 20 is proposed as a special resolution and requires over 75% of the votes cast to be in favour in order to be approved.

Upon the occurrence of designated trigger events (as further detailed in Section 4 of this Notice), any UK Solvency II Instruments issued will convert into, or be exchanged for, ordinary shares in the Company. Accordingly, Resolution 20 seeks authority from shareholders for the Directors to make allotments in connection with an issuance of UK Solvency II Instruments, or upon conversion or exchange of UK Solvency II Instruments, without first being required to offer such securities to existing shareholders in proportion to their existing holdings, by the limited disapplication of section 561 of the Act. This will allow the Company to manage its capital in the most efficient and economic way for the benefit of shareholders.

As for Resolution 18, the request for authority in Resolution 20 should not be taken as an indication that the Company will or will not issue any, or any given amount of, UK Solvency II Instruments. Further information on UK Solvency II Instruments is provided in Section 4 of this Notice.

The authority sought under this Resolution 20 would be limited to an aggregate maximum nominal amount of £18,098,475 (representing approximately 15% of the Company's issued share capital as at 12 March 2026, being the latest practicable date prior to the publication of this Notice).

If this resolution is passed, the authority sought under Resolution 20 will expire on the conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027).

The authority sought under this Resolution 20 is in addition to, and not in substitution for, the authority conferred by Resolution 19.

Resolution 21

Purchase of own shares

This Resolution 21 is proposed as a special resolution and requires over 75% of the votes cast to be in favour in order to be approved.

Resolution 21 seeks shareholder approval for the Company to make market purchases of up to 241,313,000 ordinary shares, being approximately 10% of the issued share capital as at 12 March 2026, the latest practicable date prior to the publication of this Notice, and specifies the minimum and maximum prices at which the ordinary shares may be bought. Any shares which would be bought back may either be cancelled or held in treasury.

In certain circumstances it may be advantageous for the Company to purchase its own shares and the Directors consider it to be desirable for the general authority to be available to provide flexibility in the management of the Company's capital resources.

The Company renewed its general authority to purchase its own shares at the 2025 annual general meeting and no shares have been purchased pursuant to this authority. The Directors have no immediate plans to exercise the authority sought under this Resolution 21 to purchase the Company's own shares, but will keep under review the need to do so in light of business and investment opportunities. Purchases of the Company's own shares, where made, would be in the best interests of the Company and of its shareholders generally and could generally be expected to result in an increase in earnings per share.

The Company has options and awards outstanding over 91,545,101 ordinary shares, representing 3.79% of the Company's ordinary issued share capital as at 12 March 2026 (the latest practicable date prior to the publication of this Notice). If the existing authority given at the 2025 annual general meeting and the authority sought by this Resolution 21 were to be fully used these outstanding options and awards would represent 4.74% of the Company's ordinary issued share capital at that date.

For completeness, the Company notes that as at 12 March 2026 (the latest practicable date prior to the publication of this Notice), the M&G Employee Share Trust held 31,290,982 ordinary shares, and 3,414,030 ordinary shares were held in treasury, which are capable of being applied in satisfaction of certain outstanding options and awards.

If this resolution is passed, the authority sought under Resolution 21 will expire on the conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027).

Resolution 22

Notice of general meetings

This Resolution 22 is proposed as a special resolution and requires over 75% of the votes cast to be in favour in order to be approved.

Under the Act, the notice period required for all general meetings of the Company is 21 clear days, although shareholders can agree to approve a shorter notice period for general meetings that are not annual general meetings, which cannot however be less than 14 clear days. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the general meeting to be held and is thought to be to the advantage of shareholders as a whole. Annual general meetings are still required to be held on at least 21 clear days' notice.

If this resolution is passed, the authority sought under Resolution 22 will expire on conclusion of the annual general meeting of the Company to be held in 2027 (or, if earlier, 30 June 2027).

17 M&G plc notice of Annual General Meeting 2026 and explanation of business

Section 4

Further information on UK Solvency II Instruments

What are ‘UK Solvency II Instruments’?

UK Solvency II-compliant instruments, structured as contingent convertible securities, the terms of which will provide that, upon the occurrence of certain trigger events, the securities will be irrevocably converted into, or exchanged for, ordinary shares.

Why is the Company seeking authorities in connection with the issuance of UK Solvency II Instruments?

The Group is subject to the UK Solvency II ('Solvency II') regulatory framework. In accordance with regulatory requirements, the Group is required to hold sufficient capital to absorb losses in periods of stress and to provide a buffer to increase resilience against unexpected losses. At least half of the Group's overall capital requirements may only be met with certain types of high-quality capital (referred to as 'Tier 1 Capital'), including (a) share capital, (b) retained profits, (c) bonds that are written-down, and (d) bonds that are converted into, or exchanged for, ordinary shares, in the event that the Group's capital position falls below defined levels. The Group may issue UK Solvency II Instruments to satisfy part of its Tier 1 Capital requirements. Any issue of UK Solvency II Instruments would form part of the Group's overall strategy to maintain a strong capital base from which it can achieve its objectives.

By seeking a specific mandate to issue UK Solvency II Instruments, the Company intends to provide greater certainty for shareholders, whilst also preserving flexibility for the Company by retaining a general mandate in Resolution 17 to allot shares for other purposes. For these reasons, the Company would not seek to rely on the general mandate under Resolution 17 in connection with an issue of UK Solvency II Instruments.

The Company believes it would not be practical to obtain a specific mandate from shareholders to issue UK Solvency II Instruments only when the need arises, primarily due to the time it would take to prepare the relevant circular to shareholders 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 UK Solvency II Instruments offers a number of benefits and having a pre-approved mandate would enable the Company to act on a timely basis to issue UK Solvency II Instruments as and when market conditions are conducive to launching such an issuance.

What is a ‘designated trigger event’ and what will happen if a trigger event occurs?

A trigger event will arise if the Group determines, in consultation with the Prudential Regulation Authority, that it has ceased to comply with its capital requirements under Solvency II in a significant way. This may occur if the amount of capital held by the Group falls below 75% of its capital requirements, if the Group fails to comply with its capital requirements for a continuous period of three months or more or if the Group fails to comply with other minimum capital requirements applicable to it. Only if a trigger event occurs (and not under any other circumstances) will any UK Solvency II Instruments issued by the Group convert into new ordinary shares. The holders of any UK Solvency II Instruments will not have the option to request conversion, or the exchange, of the UK Solvency II Instruments into ordinary shares in any other circumstances.

The Group may, if permitted by law and regulation and if considered appropriate at the relevant time, issue UK Solvency II Instruments that include in their terms and conditions a mechanism through which the Group may elect to give existing shareholders the opportunity to purchase the ordinary shares issued on conversion of the UK Solvency II Instruments in proportion to their existing shareholdings in the Company (subject to legal, regulatory or practical restrictions).

M&G plc notice of Annual General Meeting 2026 and explanation of business

What steps can the Group take on or before a trigger event?

If the Group's capital position were to deteriorate, a number of steps are available to the Group to improve its capital position before the occurrence of a trigger event. These could include reducing the Group's liabilities or raising extra share capital from investors by way of a rights issue. If the Company were, in the future, to launch a rights issue, the Company's existing shareholders would be offered the opportunity to acquire new ordinary shares in proportion to their existing shareholding.

How can the issue of UK Solvency II Instruments provide a more efficient capital structure?

The Group can satisfy its Tier 1 Capital requirements through, among other things, the issue of ordinary shares, retention of profits and the issue of UK Solvency II Instruments. Satisfying the Group's Tier 1 Capital requirements in part through the issue of UK Solvency II Instruments is expected to be a cost-effective means of raising capital and therefore would enable the Group to reduce its overall cost of capital. This is, in turn, expected to be more beneficial for existing 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.

At what price will UK Solvency II Instruments be converted into or exchanged for ordinary shares?

The terms and conditions of any UK Solvency II Instruments 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 UK Solvency II Instruments would be converted or exchanged into ordinary shares in the Company if a designated trigger event occurs. Resolution 18 gives the Directors authority to set such terms and conditions.

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 UK Solvency II Instruments, to reflect the fact that the UK Solvency II Instruments 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 taking into account prevailing market convention.

How have you calculated the size of the authorities you are seeking?

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.

M&G plc notice of Annual General Meeting 2026 and explanation of business

Section 5

Explanatory notes relating to the Notice of Meeting

Attending and voting

Should it become necessary or appropriate to revise the current arrangements for the AGM, this will be notified to shareholders on the AGM section of our website group.mandg.com and/or via a Regulatory Information Service.
You can access the Meeting by visiting
meetings.lumiconnect.com/100-850-136-988
on your smartphone, tablet or computer. The Meeting can be accessed using the latest versions of Chrome, Edge, Firefox or Safari. Please ensure your internet browser is compatible in advance of the Meeting. To access the Meeting, you will be prompted to enter your unique SRN and PIN. Your PIN is the first two and last two digits of your SRN. Your unique SRN can be found printed on your Proxy Form or Voting Instruction Card that has been posted to you, or on your email notification if you have chosen to receive shareholder communications electronically.
Access to the Meeting via
meetings.lumiconnect.com/100-850-136-988 will be available from 10:00 on Thursday 30 April 2026. Please note that your ability to vote will not be enabled until the Chair formally declares the poll open. Further information on how to join the Meeting virtually can be found on our website group.mandg.com. If you experience any difficulties accessing the Meeting, please contact our registrar, Equiniti, by emailing
[email protected] stating your full name, postcode and SRN. Please note that this mailbox is monitored between 09:00 and 17:00, Monday to Friday (excluding public holidays in England and Wales). Shareholders are advised to check they have all the required information with which to log into the Meeting in advance and, if needed, to contact Equiniti at least 24 hours prior to the start of the Meeting.
To be entitled to attend and vote at the AGM (and for the purpose of determining the number of votes they may cast), shareholders must be entered on the Company's register of members at 18:30 on Tuesday 28 April 2026 (or in the case of an adjournment, at the close of business on the date which is two Business Days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
All resolutions at the AGM will be decided by poll. The Directors believe a poll is more representative of shareholders' voting intentions because shareholders' votes are counted according to the number of shares held and all votes tendered are taken into account.
Shareholders have the right to ask questions at the AGM and will be able to do so during the Meeting either by typing their question into the question box (if participating virtually) or by voicing their question (if attending in person). Shareholders are encouraged to submit their questions in advance of the Meeting by email to the Group Secretariat mailbox [email protected]

Questions should be registered by 17:00 on Wednesday 29 April 2026.

M&G plc notice of Annual General Meeting 2026 and explanation of business

The Chair will ensure that any question from a shareholder (or their duly appointed proxy or corporate representative) relating to the business being dealt with at the AGM receives a response at the Meeting, but in accordance with section 319A of the Act, no response need be given if:

i. to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information;

ii. the answer has already been given on the Company's website, group.mandg.com, in the form of an answer to a question; or

iii. the Chair determines that it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. Questions of a very similar nature may be grouped together to ensure the orderly running of the Meeting. Shareholders are reminded that unacceptable behavior will not be tolerated at the Meeting and will be dealt with appropriately by the Chair.

If a shareholder wishes to receive a post-meeting confirmation of how their vote was applied at a poll then a request can be made to the Company's registrar, Equiniti, using the contact details under 'Shareholder enquiries' on page 26, no later than 30 days following the date of the Meeting. In line with the requirements of the Act the confirmation will be provided to the shareholder no later than 15 days from the day following the announcement of the poll results or receipt of the request, whichever is later. The confirmation will be provided to shareholders in the manner stipulated by Equiniti. Requests for confirmations must include the shareholder's name, address and SRN as well as confirmation of the name of the issuer and the date of the meeting for which they wish to receive confirmation.

Appointment of proxies

Any shareholder of the Company is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM.

Shareholders are able to appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Shareholders should consider the availability of any chosen proxy to attend the Meeting in person, otherwise, Shareholders are able to appoint 'the Chair of the Meeting' as their proxy (see following paragraph) or attend themselves virtually.

Shareholders are able to appoint 'the Chair of the Meeting' as their proxy to exercise their voting preferences at the Meeting. If a shareholder appoints 'the Chair of the Meeting' as their proxy and does not direct the Chair how to vote on a resolution, the Chair will use their discretion as to how to vote.
A Proxy Form, which may be used to make such appointment and give proxy instructions, accompanies this Notice. If you do not have a Proxy Form and believe that you should have one, or if you require additional Proxy Forms, please contact Equiniti using the contact details provided under 'Shareholder enquiries' on page 26. Please send the completed Proxy Form to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
To lodge a proxy online, please go to www.shareview.co.uk and register for, if not yet registered, or log into your Shareview Portfolio. Once you have logged in, click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you need to register for a Shareview Portfolio, please ensure that you do this with enough time to complete the registration and authentication process before the voting deadline.
To be valid, the Proxy Form or other instrument appointing a proxy must be received by the Company's registrar, Equiniti, by no later than 10:30 on Tuesday 28 April 2026.

M&G plc notice of Annual General Meeting 2026 and explanation of business

Completion of a proxy form

Shareholders are able to appoint 'the Chair of the Meeting' as their proxy as explained under 'Appointment of proxies' in paragraphs 8 to 12.
In the case of a member which is a company, a Proxy Form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the Proxy Form is signed (or a duly certified copy of such power or authority) must be included with the Proxy Form.
The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction would not prevent a shareholder attending and/or voting at the AGM and voting in person or virtually if they wish to do so. However, please note that to the extent that you attend but do not vote at the Meeting, the appointment of the proxy remains effective unless otherwise validly withdrawn.
Unless voting instructions are indicated on the Proxy Form, a proxy may vote or withhold their vote as they think fit on the resolutions or on any other business (including amendments to resolutions) which may come before the Meeting. Please note 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' a resolution.
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 of members in respect of the joint holding (the first named being the most senior).
If more than one valid proxy appointment is submitted, the appointment received last before the latest time for the receipt of proxies will take precedence.

Appointment of proxies through CREST or Proxymity

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), 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 specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by 10:30 on Tuesday 28 April 2026.

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 Application Host) from which the issuer's agent 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.

M&G plc notice of Annual General Meeting 2026 and explanation of business

CREST members and, where applicable, their CREST sponsors, or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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(s), to procure that his CREST sponsor or voting service provider(s) take(s)) 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.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar, Equiniti. For further information regarding Proxymity, please go to www.proxymity.io Your proxy must be lodged by 10:30 on Tuesday 28 April 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 that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Nominated persons

Any 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, pursuant to an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, pursuant to 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 in paragraph 8 does not apply to Nominated Persons. The rights described in paragraph 8 can only be exercised by shareholders of the Company.
If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee to deal with matters that are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the Act, writes to you directly for a response.

M&G plc notice of Annual General Meeting 2026 and explanation of business

Corporate representatives

Any corporate shareholder may appoint one or more corporate representative(s) who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Audit statements on website

Shareholders should note that, on a request made by shareholders of the Company pursuant to section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to:

i. the audit of the Company's accounts (including the report of the auditor and the conduct of the audit) that are to be laid before the AGM; or
ii. any circumstance connected with the auditor ceasing to hold office since the previous meeting at which annual reports and accounts 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 sections 527 or 528 (requirements as to website availability) of the Act. Where the Company is required to place a statement on a website pursuant to section 527 of the Act, it must forward the statement to the auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required, pursuant to section 527 of the Act, to publish on a website.

Issued share capital and total voting rights

As at 12 March 2026 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital consisted of 2,413,130,570 ordinary shares, carrying one vote each, and the Company held 3,414,030 ordinary shares in treasury. Therefore, the total voting rights in the Company as at 12 March 2026 was 2,409,716,540 (excluding treasury shares).

Documents available for inspection

The service contracts and letters of appointment for all Directors are available for inspection during normal business hours at M&G plc, 10 Fenchurch Avenue, London EC3M 5AG. Documents available for inspection at the Meeting may also be inspected virtually by those shareholders not attending in person. Please email Group Secretariat using [email protected] if you wish view any of these documents and arrangements will be made with you.
Terms and conditions of Director appointments can also be inspected virtually at any time, not just in connection with the AGM. To make arrangements to view these documents, please email Group Secretariat as under paragraph 31.
Copies of the full terms of the amended PSP and DIP rules will be available for inspection: (i) at M&G plc, 10 Fenchurch Avenue, London EC3M 5AG, for at least 15 minutes before and during the Meeting; and (ii) on the FCA's National Storage Mechanism at data.fca.org.uk/#/nsm/nationalstoragemechanism

Electronic communication

Shareholders may at any time choose to receive all shareholder documentation in electronic form via the internet, rather than through the post, and we encourage shareholders to do this in order to reduce the environmental impact of printing. Shareholders who decide to register for this option will receive an email each time a statutory document is published on the internet.

Shareholders who wish to receive documentation in electronic form should contact the Company's registrar, Equiniti, or visit www.shareview.co.uk and register for the electronic communications service. Any electronic address provided either in this Notice or any related documents (including the Proxy Form) may not be used to communicate with the Company for any purposes other than those expressly stated.

Personal data

The Company may process personal data of attendees at the Meeting. This may include webcasts, photos, recording and audio and video links, as well as other forms of personal data.

The Company shall process such personal data in accordance with its privacy policy, which can be found at group.mandg.com

A copy of this Notice and other information required by section 311A of the Act can be found at group.mandg.com

M&G plc notice of Annual General Meeting 2026 and explanation of business

26 M&G plc notice of Annual General Meeting 2026 and explanation of business

Section 6

Other useful information

Dividends

To receive your M&G plc dividends, you need to provide your bank or building society account details to our registrar, Equiniti, so that payments can be made by direct payment to your nominated account. Dividend mandate instructions must be lodged with Equiniti by the record date to apply from the corresponding dividend payment date. Contact details for Equiniti can be found under 'Shareholder enquiries' to the right.

The Company does not offer cheques as a method of dividend payment. Dividends will be paid by direct payment or shareholders can join the Dividend Reinvestment Plan to use their dividends to purchase further M&G plc shares.

Dividend Reinvestment Plan (DRIP)

You can choose to participate in the DRIP which enables you to use your cash dividends to purchase more shares in the Company in a convenient and cost efficient way. The DRIP is provided by Equiniti Financial Services Limited. You can join the DRIP online via your Shareview Portfolio or by downloading an application form from www.shareview.co.uk/info/drip and returning it to Equiniti Financial Services Limited.

To participate in the DRIP for a particular dividend, your election must be received 15 working days prior to the next dividend payment date, otherwise your dividend will be paid in cash. Elections received after this will only apply to subsequent dividends. If you have any questions about the DRIP, you should contact Equiniti using the contact details provided under 'Shareholder enquiries' to the right.

Shareholder enquiries

For enquiries about shareholdings, including dividends and lost share certificates, please contact the Company's registrar, Equiniti:

Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
+44 (0) 371 384 2543

Lines are open from 08:30 to 17:30 (UK time), Monday to Friday.

M&G plc Registered Office

10 Fenchurch Avenue

London

EC3M 5AG

Registered in England and Wales

Registered number: 11444019

M&G plc notice of Annual General Meeting 2026 and explanation of business

M &G

group.mandg.com

M&G plc Registered Office: 10 Fenchurch Avenue, London EC3M 5AG. Registered in England and Wales; registered number: 11444019

AI assistant

M&G PLC — Proxy Solicitation & Information Statement 2026

5031_agm-r_2026-03-26_40aa9576-1494-42a0-ba6f-0d5fabb68a9d.pdf

M&G plc Notice of Annual General Meeting 2026 and explanation of business

Contents

Section 1

Letter from the Chair

Annual General Meeting

Virtual attendance

Proxy voting

Attendance and voting summary

Questions and communication

Recommendation

Section 2

Notice of Meeting

Ordinary resolutions

Report and accounts

Resolution 1

Directors' Remuneration Report

Resolution 2

Re-election of Directors

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

Resolution 8

Resolution 9

Resolution 10

Resolution 11

Resolution 12

Auditor

Resolution 13

Resolution 14

Political donations

Resolution 15

Removal of discretionary share plan 5% dilution limit

Resolution 16

Authority to allot shares

Resolution 17

Authority to allot new shares in relation to issuances of UK Solvency II Instruments

Resolution 18

Special resolutions

Directors' authority to disapply pre-emption rights for ordinary shares

Resolution 19

Authority to disapply pre-emption rights in connection with issuances of UK Solvency II Instruments

Resolution 20

Authority to purchase own shares

Resolution 21

Notice of general meetings

Resolution 22

Charlotte Heiss

Resolutions 13 and 14

Appointment and remuneration of auditor

Resolution 15

Political donations

Resolution 16

Resolution 17

Allotment of ordinary shares

Resolution 18

Allotment of new shares in relation to issuances of UK Solvency II Instruments

Resolution 19

Disapplication of pre-emption rights in relation to ordinary shares

Resolution 20

Disapplication of pre-emption rights in connection with issuances of UK Solvency II Instruments

Resolution 21

Purchase of own shares

Resolution 22

Notice of general meetings

Section 4

Further information on UK Solvency II Instruments

What are ‘UK Solvency II Instruments’?

Why is the Company seeking authorities in connection with the issuance of UK Solvency II Instruments?

What is a ‘designated trigger event’ and what will happen if a trigger event occurs?

Section 5

Explanatory notes relating to the Notice of Meeting

Attending and voting

Appointment of proxies

Completion of a proxy form

Appointment of proxies through CREST or Proxymity

M&G PLC Proxy Solicitation & Information Statement 2026