Schroders PLC — AGM Information 2020

Mar 27, 2020

Schroders plc 1 London Wall Place, London EC2Y 5AU Tel: 020 7658 6000 www.schroders.com

27 March 2020

Dear Shareholder,

Annual Report & Accounts

Please find enclosed the 2019 Annual Report and Accounts and Notice of Meeting for the 2020 Annual General Meeting. You can also view these documents on our website at www.schroders.com/ir.

You can choose to receive future shareholder documentation (including Annual Reports and Notices of Meetings) electronically. To do this, please register your email address on our Registrar's website at www.investorcentre.co.uk/ecomms.

Annual General Meeting

The Company's Annual General Meeting will be held on Thursday, 30 April 2020 at 11.30 a.m. at 1 London Wall Place, London EC2Y 5AU. If you are unable to attend the meeting I would encourage you to appoint a proxy and to vote on the resolutions being put to the meeting. You may do this electronically at www.investorcentre.co.uk/eproxy or you can detach the Form of Proxy from the attendance card, complete it and return it to the Registrars, Computershare, in the envelope provided. Please note that to be valid your proxy instructions must be received by Computershare no later than 11.30 a.m. on Tuesday, 28 April 2020. Please refer to the explanatory notes to the Notice of Meeting and Form of Proxy for more information on the appointment of proxies.

If you have any questions about your shareholding please call the Schroders shareholder helpline on 0800 923 1530 or +44 117 378 8170 if you are calling from overseas.

Yours faithfully,

Graham Staples Company Secretary Encs.

[NAME] [ADDRESS]

[SHAREHOLDER NO.]

NAME

Form of Proxy

Use this form if you cannot attend the meeting and wish to vote.

Please complete this form and return it to Computershare in the envelope provided, to arrive no later than 11.30 a.m. on Tuesday, 28 April 2020.

You may submit your proxy electronically at www.investorcentre.co.uk/eproxy using the shareholder reference number and PIN below.

I/We, being an ordinary shareholder(s) of Schroders plc, hereby appoint the Chairman of the meeting OR the following person† :

(Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of Schroders plc to be held at 1 London Wall Place, London EC2Y 5AU on Thursday, 30 April 2020 at 11.30 a.m. and at any adjournment thereof.

† For the appointment of more than one proxy, please refer to explanatory note 2 overleaf and tick here.

I/We would like my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form by placing a 'X' in the appropriate boxes. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business which may properly come before the meeting or an adjourned meeting.

Signature		Date
In the case of a corporation, this proxy must be given under its common seal or be on its behalf by an attorney or duly authorised officer, stating their capacity. (e.g. director, secretary).		BARCODE
Control no.	PIN		Shareholder reference number
916235	PERSONALISED		PERSONALISED

convolope provided to arrive no later than 11.20 a.m.

Vote

Vote

1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.

* Special resolution

			Withheld
1) To receive the Annual Report and Accounts	For	Against
2) To declare the final dividend
3) To approve the remuneration report
4) To approve the remuneration policy
5) To approve the Schroders Long Term Incentive Plan
6) To approve the Schroders Deferred Award Plan
7) To elect Matthew Westerman
8) To elect Claire Fitzalan Howard
9) To re-elect Michael Dobson
10) To re-elect Peter Harrison
11) To re-elect Richard Keers
12) To re-elect Ian King
13) To re-elect Sir Damon Buffini
14) To re-elect Rhian Davies

Withheld				Withheld
(see note 1)	15) To re-elect Rakhi Goss-Custard	For	Against	(see note 1)
	16) To re-elect Deborah Waterhouse
	17) To re-elect Leonie Schroder
	18) To re-appoint Ernst & Young LLP as auditor
	19) To authorise the Audit and Risk Committee to determine the auditor's remuneration
	20) To authorise political donations
	21) To renew the authority to allot shares
	22) To approve the disapplication of pre-emption rights*
	23) To renew the authority to purchase own shares*
	24) Notice of general meetings*

EXT0192

Poll card

This card should be completed at the Annual General Meeting which will be held on 30 April 2020 at 11.30 a.m. at 1 London Wall Place, London EC2Y 5AU. If you submit a proxy, and do not wish to alter your vote, you do not need to complete the poll card.

AGM attendance card

The Annual General Meeting of Schroders plc will be held at 1 London Wall Place, London EC2Y 5AU on Thursday, 30 April 2020 at 11.30 a.m.

If you would like to attend the meeting please bring this card with you and present it on arrival.

Explanatory notes

Proxy

• 1.Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights to attend, speak and vote on his or her behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided at the top of the form. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of ordinary shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 2.To appoint more than one proxy, additional proxy forms may be obtained by contacting the Schroders plc helpline on 0800 923 1530 from the UK or +44 117 378 8170 if calling from overseas or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3.The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.
• 4.To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 5.To be valid, this form must be completed and returned to Computershare in the envelope provided, together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially, to arrive no later than 11.30 a.m. on Tuesday, 28 April 2020. Should you lose the reply paid envelope, please return your proxy form to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
• 6.This form must be signed and dated by the shareholder or his or her attorney duly authorised in writing. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names appear on the Register of Members in respect of the joint holding. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.

Register of Members

• 7.Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 8.Your address as it appears on the Register of Members is shown overleaf. If this information is incorrect please go to www.investorcentre.co.uk to use the online investor centre service or ring the Registrar's helpline on 0800 923 1530 from the UK or +44 117 378 8170 if calling from overseas to request a change of address form.

NAME

Holders of ordinary shares, proxies and authorised representatives of corporations are entitled to vote. Shareholders who have already sent in proxies and who do not wish to alter their vote need not complete a poll card. However, if you wish to vote differently from the way in which you have instructed your proxy to vote, or if you have not appointed a proxy for all of your shares, you should complete this poll card.

Please record the way in which you wish to vote by placing a 'X' in the 'for' or 'against' or 'withheld' boxes. If you wish to cast your votes partly for, partly vote withheld or partly against a resolution, you should write the number of votes cast 'for', 'against' or 'withheld' alongside the appropriate box.

I/We would like to vote on the resolutions proposed at the Annual General Meeting as indicated below:

Signature	Date
In the case of a corporation, a letter of representation will be required (in accordance with section 323 of the Companies Act 2006) unless this has already been lodged with the Registrar.		BARCODE
1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted		Shareholder reference number
in the calculation of the proportion of the votes 'For' and 'Against' a resolution.		PERSONALISED

Directions to 1 London Wall Place, London EC2Y 5AU

			Vote				Vote
	For	Against	Withheld (see note 1)		For	Against	Withheld (see note 1)
1) To receive the Annual Report and Accounts				14) To re-elect Rhian Davies
2) To declare the final dividend				15) To re-elect Rakhi Goss-Custard
3) To approve the remuneration report				16) To re-elect Deborah Waterhouse
4) To approve the remuneration policy				17) To re-elect Leonie Schroder
5) To approve the Schroders				18) To re-appoint Ernst & Young LLP as auditor
Long Term Incentive Plan				19) To authorise the Audit and Risk Committee
6) To approve the Schroders				to determine the auditor's remuneration
Deferred Award Plan				20) To authorise political donations
7) To elect Matthew Westerman				21) To renew the authority to allot shares
8) To elect Claire Fitzalan Howard				22) To approve the disapplication of
9) To re-elect Michael Dobson				pre-emption rights*
10) To re-elect Peter Harrison				23) To renew the authority to purchase
11) To re-elect Richard Keers				own shares*
12) To re-elect Ian King				24) Notice of general meetings*
13) To re-elect Sir Damon Buffini				* Special resolution

Please tick here if you have been appointed by proxy or as a corporate representative.

Schroders plc 1 London Wall Place, London EC2Y 5AU Tel: 020 7658 6000 www.schroders.com

27 March 2020

Dear Shareholder,

Annual Report & Accounts

I am pleased to advise you that the 2019 Annual Report and Accounts and Notice of Meeting for the 2020 Annual General Meeting have now been published and you can view these documents on our website at www.schroders.com/ir.

The Company's Annual General Meeting will be held on Thursday, 30 April 2020 at 11.30 a.m. at 1 London Wall Place, London, EC2Y 5AU. If you are unable to attend the meeting I would encourage you to appoint a proxy and to vote on the resolutions being put to the meeting. You may do this electronically at www.investorcentre.co.uk/eproxy or you can detach the Form of Proxy from the attendance card, complete it and return it to the Registrars, Computershare, in the envelope provided. Please note that to be valid your proxy instructions must be received by Computershare no later than 11.30 a.m. on Tuesday, 28 April 2020. Please refer to the explanatory notes to the Notice of Meeting and Form of Proxy for more information on the appointment of proxies.

This letter and the accompanying documents do not allow you to gain an understanding of the 2019 Annual Report and Accounts or the Notice of Meeting and should not be regarded as a substitute for reading the underlying documents. It is recommended that you read the 2019 Annual Report and Accounts and the Notice of Meeting before taking any action.

If you have any questions about your shareholding please call the Schroders shareholder helpline on 0800 923 1530 or +44 117 378 8170 if you are calling from overseas.

Yours faithfully,

Graham Staples Company Secretary Encs.

[NAME] [ADDRESS]

[SHAREHOLDER NO.]

Form of Proxy

Use this form if you cannot attend the meeting and wish to vote.

You may submit your proxy electronically at www.investorcentre.co.uk/eproxy using the shareholder reference number and PIN below.

I/We, being an ordinary shareholder(s) of Schroders plc, hereby appoint the Chairman of the meeting OR the following person† :

(Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of Schroders plc to be held at 1 London Wall Place, London EC2Y 5AU on Thursday, 30 April 2020 at 11.30 a.m. and at any adjournment thereof.

† For the appointment of more than one proxy, please refer to explanatory note 2 overleaf and tick here.

I/We would like my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form by placing a 'X' in the appropriate boxes. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business which may properly come before the meeting or an adjourned meeting.

Signature		Date
In the case of a corporation, this proxy must be given under its common seal or be on its behalf by an attorney or duly authorised officer, stating their capacity. (e.g. director, secretary).		BARCODE
Control no.	PIN		Shareholder reference number
916235	PERSONALISED		PERSONALISED

convolope provided to arrive no later than 11.20 a.m.

EXT0192	NAME
on Tuesday, 28 April 2020.	Please complete this form and return it to Computershare in the envelope provided, to arrive no later than 11.30 a.m.

			Withheld
1) To receive the Annual Report and Accounts	For	Against
2) To declare the final dividend
3) To approve the remuneration report
4) To approve the remuneration policy
5) To approve the Schroders Long Term Incentive Plan
6) To approve the Schroders Deferred Award Plan
7) To elect Matthew Westerman
8) To elect Claire Fitzalan Howard
9) To re-elect Michael Dobson
10) To re-elect Peter Harrison
11) To re-elect Richard Keers
12) To re-elect Ian King
13) To re-elect Sir Damon Buffini
14) To re-elect Rhian Davies

Withheld				Withheld
(see note 1)	15) To re-elect Rakhi Goss-Custard	For	Against	(see note 1)
	16) To re-elect Deborah Waterhouse
	17) To re-elect Leonie Schroder
	18) To re-appoint Ernst & Young LLP as auditor
	19) To authorise the Audit and Risk Committee to determine the auditor's remuneration
	20) To authorise political donations
	21) To renew the authority to allot shares
	22) To approve the disapplication of pre-emption rights*
	23) To renew the authority to purchase own shares*
	24) Notice of general meetings*

Vote

Vote

1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.

* Special resolution

Poll card

This card should be completed at the Annual General Meeting which will be held on 30 April 2020 at 11.30 a.m. at 1 London Wall Place, London EC2Y 5AU. If you submit a proxy, and do not wish to alter your vote, you do not need to complete the poll card.

AGM attendance card

The Annual General Meeting of Schroders plc will be held at 1 London Wall Place, London EC2Y 5AU on Thursday, 30 April 2020 at 11.30 a.m.

If you would like to attend the meeting please bring this card with you and present it on arrival.

Directions to 1 London Wall Place, London EC2Y 5AU

Explanatory notes

Proxy

• 1.Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights to attend, speak and vote on his or her behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided at the top of the form. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of ordinary shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 2.To appoint more than one proxy, additional proxy forms may be obtained by contacting the Schroders plc helpline on 0800 923 1530 from the UK or +44 117 378 8170 if calling from overseas or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3.The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.
• 4.To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 5.To be valid, this form must be completed and returned to Computershare in the envelope provided, together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially, to arrive no later than 11.30 a.m. on Tuesday, 28 April 2020. Should you lose the reply paid envelope, please return your proxy form to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
• 6.This form must be signed and dated by the shareholder or his or her attorney duly authorised in writing. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names appear on the Register of Members in respect of the joint holding. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.

Register of Members

• 7.Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 8.Your address as it appears on the Register of Members is shown overleaf. If this information is incorrect please go to www.investorcentre.co.uk to use the online investor centre service or ring the Registrar's helpline on 0800 923 1530 from the UK or +44 117 378 8170 if calling from overseas to request a change of address form.

NAME

Holders of ordinary shares, proxies and authorised representatives of corporations are entitled to vote. Shareholders who have already sent in proxies and who do not wish to alter their vote need not complete a poll card. However, if you wish to vote differently from the way in which you have instructed your proxy to vote, or if you have not appointed a proxy for all of your shares, you should complete this poll card.

Please record the way in which you wish to vote by placing a 'X' in the 'for' or 'against' or 'withheld' boxes. If you wish to cast your votes partly for, partly vote withheld or partly against a resolution, you should write the number of votes cast 'for', 'against' or 'withheld' alongside the appropriate box.

I/We would like to vote on the resolutions proposed at the Annual General Meeting as indicated below:

			Vote				Vote
	For	Against	Withheld (see note 1)		For	Against	Withheld (see note 1)
1) To receive the Annual Report and Accounts				14) To re-elect Rhian Davies
2) To declare the final dividend				15) To re-elect Rakhi Goss-Custard
3) To approve the remuneration report				16) To re-elect Deborah Waterhouse
4) To approve the remuneration policy				17) To re-elect Leonie Schroder
5) To approve the Schroders				18) To re-appoint Ernst & Young LLP as auditor
Long Term Incentive Plan				19) To authorise the Audit and Risk Committee
6) To approve the Schroders				to determine the auditor's remuneration
Deferred Award Plan				20) To authorise political donations
7) To elect Matthew Westerman				21) To renew the authority to allot shares
8) To elect Claire Fitzalan Howard				22) To approve the disapplication of
9) To re-elect Michael Dobson				pre-emption rights*
10) To re-elect Peter Harrison				23) To renew the authority to purchase
11) To re-elect Richard Keers				own shares*
12) To re-elect Ian King				24) Notice of general meetings*
13) To re-elect Sir Damon Buffini				* Special resolution

Signature	Date
In the case of a corporation, a letter of representation will be required (in accordance with section 323 of the Companies Act 2006) unless this has already been lodged with the Registrar.		BARCODE
1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the		Shareholder reference number
calculation of the proportion of the votes 'For' and 'Against' a resolution.		PERSONALISED

Please tick here if you have been appointed by proxy or as a corporate representative.

Computershare Trustees Limited The Pavilions Bridgwater Road Bristol BS13 8AE

To: Participants in the Schroders 27 March 2020 Share Incentive Plan (the 'Plan')

Dear Participant,

Schroders plc Annual General Meeting

Schroders plc (the 'Company') will hold its Annual General Meeting on Thursday, 30 April 2020 at 11.30 a.m. A copy of the Company's Notice of Annual General Meeting and 2019 Annual Report and Accounts is enclosed with this letter and is also available on the Company's website at www.schroders.com/ir.

Computershare, as Trustee of the Plan, is the registered holder of the Company's shares held on your behalf in the Plan. The Trustee can exercise the voting rights in respect of your share entitlement but can only do so at your direction. If you wish the Trustee to vote your share entitlement, you may submit your form electronically at www.investorcentre.co.uk/eproxy using the shareholder reference number and PIN shown on the Form of Direction opposite or complete the Form of Direction and return it to Computershare in the envelope provided, to arrive no later than 11.30 a.m. on Monday, 27 April 2020. The Trustee will then make arrangements to lodge your vote.

If no voting instruction is received from you the Trustee will not vote in respect of your share entitlement.

Yours faithfully,

Computershare as the Trustee of the Schroders Share Incentive Plan

Form of Direction

WKF0193

[NAME] [SHAREHOLDER NO.]

To: Computershare, as Trustees of the Schroders Share Incentive Plan (the 'Plan')

In respect of all shares held on my behalf in the Plan, I hereby request and authorise you to vote on the resolutions and any other matter properly coming before the Annual General Meeting of Schroders plc to be held on Thursday, 30 April 2020 at 11.30 a.m. and any adjournment thereof, as indicated by 'x' in the appropriate box.

Vote

Please indicate how you wish the Trustee to vote your Plan shares by inserting 'x'.

			Withheld					Withheld
1) To receive the Annual Report and Accounts	For	Against	(see note 1)		14) To re-elect Rhian Davies	For	Against	(see note 1)
2) To declare thefinal dividend					15) To re-elect Rakhi Goss-Custard
3) To approve the remuneration report					16) To re-elect Deborah Waterhouse
4) To approve the remuneration policy					17) To re-elect Leonie Schroder
5) To approve the Schroders Long Term Incentive Plan				as auditor	18) To re-appoint Ernst & Young LLP
6) To approve the Schroders Deferred Award Plan					19) To authorise the Audit and Risk Committee to determine the auditor's remuneration
7) To elect Matthew Westerman					20) To authorise political donations
8) To elect Claire Fitzalan Howard					21) To renew the authority to allot shares
9) To re-elect Michael Dobson					22) To approve the disapplication
10) To re-elect Peter Harrison					of pre-emption rights*
11) To re-elect Richard Keers					23) To renew the authority to purchase own shares*
12) To re-elect Ian King
13) To re-elect Sir DamonBuffini				* Special resolution	24) Notice of general meetings*
Signature					Date

Please complete this form and return it to Computershare in the envelope provided, to arrive no later than 11.30 a.m. on Monday, 27 April 2020. You may submit your form electronically at www.investorcentre. co.uk/eproxy using the shareholder reference number and PIN below. If no voting instruction is received the Trustee will not vote in respect of your share entitlement.

1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.

Control no.	PIN		Shareholder reference number
916236	PERSONALISED		PERSONALISED

Vote