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M&G PLC Proxy Solicitation & Information Statement 2026

Mar 26, 2026

5031_agm-r_2026-03-26_5a81230f-88eb-476d-9db5-08eff173b5d2.pdf

Proxy Solicitation & Information Statement

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M &G

M&G plc Annual General Meeting 2026

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

We look forward to welcoming shareholders attending our AGM in person and 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 2025 Annual Report and Notice of Annual General Meeting 2026 at group.mandg.com

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

Log on to: meetings.lumiconnect.com/100-850-136-988

Meeting ID: 100-850-136-988

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 2026 and on our website group.mandg.com

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M&G plc Annual General Meeting 2026

Proxy Form

Shareholder Reference Number

If you would like to submit your proxy votes online, please go to www.shareview.co.uk and register for, if not yet registered, or log into your Shareview Portfolio. 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

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us and on my/our behalf at the AGM of the Company to be held on Thursday 30 April 2026 at 10:30 and at any adjournment thereof. I/We direct my/our proxy to vote (or withhold my/our vote) on each of the resolutions referred to in the Notice of Annual General Meeting 2026 as indicated below.

☐ Please tick here if this proxy appointment is one of multiple appointments being made (see note 3 overleaf).

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.

Resolutions For Against Withheld For Against Withheld
1. To receive the Annual Report and Accounts 14. To authorise the Directors to determine the auditor's remuneration
2. To approve the Directors' Remuneration Report 15. To authorise political donations by the Company and its subsidiaries
3. To re-elect Clive Adamson 16. To amend the discretionary share plan rules to remove the 5% dilution limit
4. To re-elect Sir Edward Braham 17. To authorise the Directors to allot shares
5. To re-elect Clare Chapman 18. To authorise the Directors to allot new shares in relation to issuances of UK Solvency II Instruments
6. To re-elect Paul Evans 19. To authorise the general disapplication of pre-emption rights
7. To re-elect Kathryn McLeland 20. To authorise the disapplication of pre-emption rights in connection with the issuance of UK Solvency II Instruments
8. To re-elect (Paolo) Andrea Rossi 21. To authorise the Company to purchase its own shares
9. To re-elect Debasish (Dev) Sanyal 22. To authorise the Directors to call general meetings on not less than 14 days' notice
10. To re-elect Elisabeth Stheeman
11. To re-elect Clare Thompson
12. To re-elect Massimo Tosato
13. To re-appoint PwC LLP as auditor

Signature

Date

1653003 101288802 M&G Rebrand PLC AGM Assets 2026 01-26_07.indd 1

13/03/2026 13:19


1653003 101288802 M&G Rebrand PLC AGM Assets 2026 01-26_07.indd 2
13/03/2026 13:19

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 our registrar, Equiniti Limited (Equiniti), no later than 10:30 on Tuesday 28 April 2026.
  2. 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 2026. 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.
  3. 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.
  4. To register the appointment of a proxy electronically, visit www.shareview.co.uk and follow the instructions provided. The proxy appointment must be received by Equiniti by 10:30 on Tuesday 28 April 2026.
  5. Please see the Notice of Annual General Meeting 2026 for further advice on how to appoint/instruct proxies via CREST or Proxymity.
  6. 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.
  7. 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.
  8. 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.
  9. Any alteration to this Proxy Form should be initialled by the person who signed it.
  10. 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.
  11. 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 2026, 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 [email protected] by 17:00 on Wednesday 29 April 2026.

Shareholder enquiries

  1. For any enquiries, please contact Equiniti on +44 (0) 371 384 2543, lines are open 08:30 to 17:30 (UK time) Monday to Friday, or by post: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

Business Reply Plus
License Number
RTAR-LYSU-ARBH

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8HX

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