Notice of Annual General Meeting 2026

Schroders

them, and they are the same. The two men are the same. They are the same. They are the same. They are the same. They are the same. They are the same. They are the same. They are the same. They are the same. They are the same. They are the same. They are the same. They are the same. They are the same.

Schroders Notice of Annual General Meeting 1

Notice of Annual General Meeting 6
Explanatory Notes to the Resolutions 8
Shareholder notes 12
Additional information 16
Definitions 29

Latest Practicable Date: save where specified otherwise, information in this document is correct as at 11 February 2026.

Schroders

Notice of Annual General Meeting

The Annual General Meeting of Schroders plc will be held at 1 London Wall Place, London, EC2Y 5AU on Thursday, 16 April 2026 at 11.30 a.m.

The Notice of Annual General Meeting is set out in this document.

Please complete and submit a Proxy Form or e-proxy in accordance with the instructions printed on the enclosed Proxy Form. The Proxy Form or e-proxy must be received no later than 11.30 a.m. on Tuesday, 14 April 2026. Shareholders can register the appointment of their proxy electronically via the internet at www.investorcentre.co.uk/eproxy where full instructions are given. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process that has been agreed by the Company and approved by the Registrar.

CREST members may appoint a proxy through the CREST electronic proxy appointment service.

If you are a participant in the Schroders Share Incentive Plan, you will receive an email explaining how you can submit your voting instructions.

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

If you have sold or otherwise transferred all of your shares please pass this document, together with the accompanying documents, to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Schroders Notice of Annual General Meeting

Schroders

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

To shareholders and participants in the Schroders Share Incentive Plan

6 March 2026

Dear Shareholder,

Annual General Meeting

On behalf of the Board, I would like to invite you to the 2026 AGM of Schroders plc on Thursday, 16 April 2026, the Notice of Meeting ('Notice') for which is attached on pages 6 to 7. More information about the Group's performance during 2025 and its strategy and governance can be found in the 2025 Annual Report.

Attendance

We consider the AGM to be an important part of our shareholder communications programme. The AGM will be held in person at 1 London Wall Place, London EC2Y 5AU on Thursday 16 April 2026 at 11.30 a.m.

Voting arrangements

Your vote is important to us. We strongly encourage you to vote in advance or to appoint the Chair as your proxy if you are unable to attend in person and vote on the day. All votes will be by poll which means that each share carries one vote and all votes count.

Details on how to vote are included on the Proxy Form accompanying this Notice.

Completed Proxy Forms (including e-proxies) should be submitted to the Company's Registrar, Computershare, as soon as possible but in any event to arrive no later than 11.30 a.m. on Tuesday, 14 April 2026. If you are a participant in the Schroders Share Incentive Plan, you will receive an email explaining how you can submit your voting instructions. The voting results will be announced shortly after the AGM and will also be available on the Company's website (www.schroders.com/agm).

How to ask questions

Questions for the Board can be submitted in advance or asked in person at the AGM. To enable the Board to answer as many shareholder questions as possible, we strongly encourage you to submit your questions in advance of the AGM. Pre-submitted questions can be emailed to [email protected]. Questions that are received by email by 5.00 p.m. on Tuesday, 14 April 2026 will be addressed at the AGM. A summary of the questions and answers will be made available on our website as soon as practicable following the conclusion of the AGM.

Board changes

Our careful search for new independent non-executive Directors to broaden and complement current capabilities is well progressed, and we have announced our intention to appoint William Lin to the Board in May 2026. The Board is proposing the re-election of Ian King, extending his nine-year term until the end of 2026. Whilst our search continues, Ian's industry and transformation experience remains important to the balance of skills on the Board as we continue the delivery of our strategy to return to sustainable profitable growth. In making this recommendation to shareholders, the Board specifically considered Ian's tenure, along with his independence of mind,

Schroders Notice of Annual General Meeting

challenge and objective judgement. The Board is unanimous that it considers lan to be independent, and in its support for his proposed re-election for this period of time.

Rakhi Goss-Custard, who has been a non-executive Director for nine years, will stand down from the Board at the conclusion of the AGM. I would like to thank Rakhi for her considerable contribution to the Board, and also as a member of the Audit & Risk and Nomination and Governance Committees.

Remuneration policy

Shareholders approved the Company's current Directors' remuneration policy at the AGM in 2023, to be valid for up to three years. That approval comes to an end this year and so a new policy must be put to shareholders for approval at the 2026 AGM. The Committee undertook extensive shareholder consultation, offering our major shareholders the opportunity to provide feedback that helped to shape the final policy proposals. Whilst our review of the current policy highlighted that its overall construct remained fit for purpose, it was apparent that changes to the policy and its implementation were needed in some areas to improve the alignment to the Group's strategy. Full details of the proposals can be found in the Annual Report and Accounts on pages 72 to 78.

The Board has also reviewed the remuneration policy applicable to independent non-executive Directors and will be introducing a minimum shareholding requirement of 100% of base fees, to be attained within three years. This policy change will also increase alignment between the independent non-executive Directors and our shareholders.

Resolution 4 seeks the approval of the Directors' remuneration policy, which can be found in full on pages 72 to 78 of the 2025 Annual Report. A summary of the key changes is set out on pages 67 and 68 of the 2025 Annual Report. As required by the Companies Act 2006, shareholders will have a binding vote on Resolution 4 and, if approved, the policy will be immediately effective from the date of the AGM until it is replaced by a new shareholder approved policy. If approved, the Directors' remuneration policy will be valid for up to three years without the need for further shareholder approval.

Rule 9 Waiver & Buyback Authority

At the 2025 AGM, shareholders approved a share buyback authority in line with the typical authority granted to UK listed companies. Resolution 19 would, if approved, renew this authority, subject to certain parameters.

As a consequence of any buyback of shares by the Company, it is likely that the Principal Shareholder Group's ('PSG') aggregate shareholding in the Company would passively increase from the current 44.27% of ordinary share capital (excluding treasury shares). If this were to happen, under the Takeover Code the PSG would be required to make a mandatory cash offer for the whole Company. Accordingly, a waiver has been obtained from the Takeover Panel of this obligation if the aggregate shareholding of the PSG were to increase as a result of any buyback of shares by the Company. This waiver is conditional on approval by the Independent Shareholders of the Waiver Resolution at the AGM, which is proposed as Resolution 18.

The authority being sought under Resolution 19 is limited to 122,513,543 ordinary shares so that repurchases by the Company up to the maximum amount allowed under the Buyback Authority (if such repurchases were exclusively from persons other than the Principal Shareholder Group) would not result in the PSG holding more than 47.93% of the Company's ordinary shares (excluding treasury shares), which is the level the PSG held prior to the simplification of the Company's dual share class structure in September 2022.

The Board expects to seek renewal of the Buyback Authority (and the associated Waiver Resolution) annually until such time as the PSG's holding of ordinary shares (excluding treasury shares) has returned to the level of 47.93%.

Explanatory notes

Explanatory notes for each of the Resolutions proposed, the voting procedure and an explanation of the business to be conducted at the AGM are set out from page 8.

Schroders Notice of Annual General Meeting

Board Recommendation

Resolutions other than the Waiver Resolution

The Directors consider that Resolutions 1 to 17 and 19 to 20 are in the best interests of the Company and its shareholders as a whole and the Directors unanimously recommend that shareholders vote in favour of all of these resolutions, as they intend to do with respect to their own ordinary shares.

Waiver Resolution

In accordance with the Takeover Code, the PSG Directors, who are Claire Fitzalan Howard and Leonie Schroder, did not participate in the Board's consideration and recommendation of the Waiver Resolution (Resolution 18), as the potential percentage increase in the PSG's interest in ordinary shares as a result of any exercise of the Buyback Authority is the subject of the Waiver Resolution.

The Non-PSG Directors, who have been so advised by Barclays and J.P. Morgan Cazenove, consider the Waiver Resolution to be fair and reasonable and in the best interests of the Independent Shareholders, the Company and its shareholders as a whole. In providing this advice to the Non-PSG Directors, Barclays and J.P. Morgan Cazenove have taken into account the Non-PSG Directors' commercial assessments. Accordingly, the Non-PSG Directors unanimously recommend that the Independent Shareholders vote in favour of the Waiver Resolution, as they intend to do with respect to their own ordinary shares (being 256,741 ordinary shares in aggregate, representing 0.0159% of the total ordinary shares in issue excluding treasury shares).

The Board and I look forward to welcoming you to the AGM.

Yours faithfully,

Dame Elizabeth Corley
Chair

Registered Office at
the above address
Registered number
3909886 England

Schroders Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2026 Annual General Meeting of Schroders plc will be held in person at 1 London Wall Place, London, EC2Y 5AU on Thursday, 16 April 2026 at 11.30 a.m. to transact the following business:

Resolutions

To consider and, if thought fit, pass resolutions 1 to 18 as ordinary resolutions and resolutions 19 to 20 as special resolutions.

Annual Report and Accounts

That the Annual Report and Accounts of the Company for the year ended 31 December 2025 be received and adopted.

Final dividend

That a final dividend of 15.0 pence per ordinary share as recommended by the Directors be declared payable on 23 April 2026 to shareholders on the register on 13 March 2026.

Remuneration report

That the remuneration report, as set out on pages 61 to 71 and 79 to 89 of the Annual Report and Accounts for the year ended 31 December 2025, be approved.

Remuneration policy

That the Directors' remuneration policy, as set out on pages 72 to 78 of the Annual Report and Accounts for the year ended 31 December 2025, be approved.

Re-election of Directors

That Dame Elizabeth Corley be re-elected as a Director.
That Meagen Burnett be re-elected as a Director.
That Johanna Kyrklund be re-elected as a Director.
That Richard Oldfield be re-elected as a Director.
That Ian King be re-elected as a Director.
That Iain Mackay be re-elected as a Director.
That Annette Thomas be re-elected as a Director.
That Frederic Wakeman be re-elected as a Director
That Matthew Westerman be re-elected as a Director.
That Claire Fitzalan Howard be re-elected as a Director.
That Leonie Schroder be re-elected as a Director.

Auditor

That Ernst & Young LLP, Chartered Accountants and Statutory Auditors, be re-appointed as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.
That the Audit and Risk Committee be authorised to determine the remuneration of the auditor.

Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code

That, subject to Resolution 19 being passed, approval be granted for the waiver by the Panel on Takeovers and Mergers of any obligation that could arise pursuant to Rule 9 of the Takeover Code for the Principal Shareholder Group, or any persons acting in concert with the Principal Shareholder Group, to make a general offer for all the ordinary shares in the capital of the Company (being all of the issued share capital of the Company) following any increase

Schroders Notice of Annual General Meeting

in the percentage of ordinary shares in which the Principal Shareholder Group, or any persons acting in concert with the Principal Shareholder Group, are interested resulting from the exercise by the Company of the authority to purchase its own ordinary shares granted pursuant to Resolution 19 below, subject to the following limitations and provisions:

a. no approval for such waiver is given where the resulting interest of the Principal Shareholder Group, together with the interest of those acting in concert with the Principal Shareholder Group (other than the Company and any member of the Company's Group), would exceed 47.93% or more of the ordinary shares (excluding treasury shares); and
b. such approval shall (unless previously renewed, varied or revoked by the Company in a general meeting) expire at the end of the Company's next annual general meeting (or, if earlier, the close of business on 30 June 2027).

Only the votes cast by the Independent Shareholders, on a poll, will be counted for the purposes of Resolution 18.

Authority to purchase own shares

That, subject to Resolution 18 being passed, the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases within the meaning of section 693(4) of the Companies Act 2006 of its ordinary shares of 20 pence each, subject to the following conditions:

a. such authority be limited to a maximum number of 122,513,543 shares;
b. in the case of purchases made otherwise than by tender offer, the maximum price, exclusive of expenses, at which shares may be purchased is the higher of:

i. 5% above the average of the middle market quotations for the shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and
ii. the higher of the price of the last independent trade and the highest current independent purchase bid on the London Stock Exchange at the time the purchase is carried out;

c. the minimum price at which shares may be purchased is 20 pence per share, exclusive of expenses;
d. such authority shall, unless renewed, varied or revoked by the Company in a general meeting prior to such time, expire at the conclusion of the next annual general meeting of the Company (or, if earlier, the close of business on 30 June 2027) save that the Company may before such expiry enter into a contract to purchase ordinary shares which would or might be completed or executed wholly or partly after its expiry and may make a purchase of ordinary shares in pursuance of any such contract as if such authority had not expired.

Notice of general meetings

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By Order of the Board.

Kate Graham
Company Secretary
6 March 2026

Schroders Notice of Annual General Meeting

EXPLANATORY NOTES TO THE RESOLUTIONS

Resolutions 1 to 18 will be proposed as ordinary resolutions and resolutions 19 to 20 as special resolutions.

Resolution 1 – Annual Report and Accounts

For each financial year the Directors are required to present the Annual Report and Accounts of the Company to shareholders.

Resolution 2 – Final dividend

The payment of the final dividend of 15.0 pence per ordinary share in respect of the year ended 31 December 2025, which is recommended by the Board, requires the approval of shareholders in a general meeting.

Resolution 3 – Remuneration report

Under section 420 of the Act, the Directors must prepare a remuneration report detailing the remuneration of the Directors and containing a statement by the Chair of the Remuneration Committee. The Act also requires that a resolution be put to shareholders each year for their approval of that report. This is an advisory resolution only.

Resolution 4 – Remuneration policy

Under section 439A of the Act, the Directors must separately propose a remuneration policy for the Company's Directors, set out in the remuneration report, for approval by shareholders at least every three years. The Directors' remuneration policy is set out on pages 72 to 78 of the 2025 Annual Report and an explanation of the changes from the current policy which was approved by shareholders at the 2023 AGM is set out on pages 67 and 68 of the 2025 Annual Report. Shareholders will have a binding vote on this resolution. Once the Directors' remuneration policy is approved, it will take immediate effect from the date of the approval by shareholders and will apply until replaced by a new or amended policy. If approved, the Directors' remuneration policy will be valid for up to three years without the need for further shareholder approval. Once effective, the Company will not be able to make a remuneration payment to a current or prospective Director, or a payment for loss of office to a current or past Director, unless that payment is consistent with the policy or has been approved by a resolution of shareholders.

Resolutions 5 to 15 – Re-election of Directors

Where a company has a shareholder or shareholders who could, when acting in concert, exercise 30% or more of the voting rights of a company at a general meeting (as the Principal Shareholder Group does), the UK Listing Rules require the election or re-election of any independent Director by shareholders to be approved by a majority of both:

the shareholders of the Company; and
the Independent Shareholders.

Resolutions 5 and 9 to 13 relate to the re-election of Dame Elizabeth Corley, Ian King, Iain Mackay, Annette Thomas, Frederic Wakeman, and Matthew Westerman. None of these Directors have any historic or current relationship or agreement with the Company, its other Directors or the members of the Principal Shareholder Group and therefore the Board has determined they are Independent Directors. The Board considers that each of the Independent Directors proposed for re-election continues to bring independent challenge, oversight and advice to the Company.

Accordingly, resolutions 5 and 9 to 13 are being proposed as ordinary resolutions on which all shareholders may vote, and in addition the Company will separately count the number of votes cast by the Independent Shareholders in favour of each resolution (as a proportion of the total votes of Independent Shareholders cast on the resolution) to determine whether the relevant majorities referred to above have been achieved. The Company will announce the results of resolutions 5 and 9 to 13 on this basis as well as announcing the results of the ordinary resolution of all shareholders.

Schroders Notice of Annual General Meeting

If the ordinary resolution to approve the re-election of an Independent Director is passed, but separate approval by the Independent Shareholders is not given, the UK Listing Rules permit an existing Independent Director to remain in office pending a further ordinary resolution of all the shareholders to approve the re-election of that Director. If separate Independent Shareholder approval is not given for resolutions 5 and 9 to 13, the Company intends that the relevant appointment will end 120 days from the date of the original vote, unless a further ordinary resolution for re-election is passed. If a further ordinary resolution to approve the re-election is defeated, his or her appointment will cease on such date.

Under Article 77 of the Company's Articles of Association, any Director appointed to office by the Board may only hold office until the next AGM, when shareholders can vote on their election. The Company has decided that all Directors should retire and stand for re-election by shareholders annually, in line with the UK Corporate Governance Code and as set out in Article 78 of the Company's Articles of Association. An overview of the skills and experience of the Directors and the biographical details of each Director proposed for re-election can be found on pages 36 to 39 of the 2025 Annual Report.

Recommendation

Prior to recommending to the Board that the non-executive Directors be re-elected, the Nomination and Governance Committee considered their independence, time commitment and effectiveness and is satisfied that all non-executive Directors continue to fulfil their fiduciary and statutory duties. Ian King has been on the Board for nine years at the date of the AGM. To ensure that the Company continues to benefit from his expertise during our ongoing transformation, it is proposed that he remain on the Board until the end of 2026. Ian's industry and transformation experience remains important to the balance of skills on the Board as we continue the delivery of our strategy. His senior board-level insight and deep understanding of the Group will also support continuity as the transformation progresses. Leonie Schroder and Matthew Westerman will have served more than six years with the Company as at the date of the AGM. The proposals for the re-election of Ian, Leonie and Matthew were given particular consideration. The Committee unanimously agreed that Ian, Leonie and Matthew each continued to make high quality contributions to the Board's deliberations and therefore recommended their re-election to the Board. In addition, the Board reviewed actual, potential and perceived conflicts of interest for each Director and, following the completion of the external Board performance review for 2025, the Chair confirms on behalf of the Board that each of the Directors standing for re-election continues to be effective and demonstrates commitment to their respective roles.

Accordingly, the re-election of each of the Directors under resolutions 5 to 15 is recommended.

Resolutions 16 and 17 – Auditor

At each AGM when accounts are presented, the Company is required by the Act to appoint its auditor. The Board, on the unanimous recommendation of the Audit and Risk Committee, is proposing to shareholders the re-appointment of Ernst & Young LLP as auditor.

Resolution 17 authorises the Audit and Risk Committee to determine the remuneration of Ernst & Young LLP for their services as auditor.

Resolution 18 – Waiver Resolution

Resolution 18 seeks approval from the Independent Shareholders of a waiver of the obligation pursuant to Rule 9 of the Takeover Code that could require the Principal Shareholder Group to make a general offer for the entire issued share capital of the Company if the aggregate interest of the Principal Shareholder Group in ordinary shares increases from its current level of 44.27% (excluding treasury shares) (713,021,408 ordinary shares) solely as a result of the purchase of ordinary shares by the Company pursuant to the authority granted by Resolution 19 (which, if passed, gives authorisation for the Company to purchase in the market up to 122,513,543 ordinary shares).

As the Principal Shareholder Group is interested in the outcome of the Waiver Resolution, their votes will not be counted on that Resolution. Only the votes of the Independent Shareholders, on a poll, will be counted for the Waiver Resolution.

Schroders Notice of Annual General Meeting

The Takeover Code is administered by the Takeover Panel and applies to the Company because it is a UK public company which has its registered office in the United Kingdom and has securities admitted to trading on a regulated market in the UK.

Under Rule 9 of the Takeover Code, when any person who, together with persons acting in concert with that person, is interested in shares which in aggregate carry not less than 30% of the voting rights of a company, but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with such person, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which that person is interested, then in either case, that person is normally required to make a general offer in cash for all the remaining equity share capital of that company at the highest price paid by that person, or any persons acting in concert with that person, for shares in that company within the 12 months prior to the announcement of the offer.

Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 of the Takeover Code. However, Rule 37.1 also provides that, subject to prior consultation, the Takeover Panel will normally waive any resulting obligation to make a general offer if approved by a vote, on a poll, of independent shareholders.

If, pursuant to the Buyback Authority, the Company were to repurchase shares from persons other than the Principal Shareholder Group, that repurchase would ordinarily, in the absence of a waiver granted by the Takeover Panel and the approval of the Waiver Resolution, have the effect of triggering Rule 9 of the Takeover Code because it would increase the Principal Shareholder Group's percentage holding of ordinary shares and result in the Principal Shareholder Group being under an obligation to make a general offer to all shareholders of the Company.

The Takeover Panel was consulted at an early stage regarding the Waiver Resolution and the Buyback Authority. It has reviewed this document, including the form of the Waiver Resolution and the Buyback Authority, and has agreed, subject to the Independent Shareholders' approval, on a poll, of Resolution 18 and in accordance with Rule 37.1 of the Takeover Code, to waive the application of Rule 9 of the Takeover Code in relation to any increase in the percentage of ordinary shares held by the Principal Shareholder Group solely as a result of exercise by the Company of the Buyback Authority up to a maximum of 47.93%.

As explained in the notes to Resolution 19, the authority being sought under that Resolution is limited to 122,513,543 ordinary shares so that repurchases by the Company up to the maximum amount allowed under the Buyback Authority (if such repurchases were exclusively from persons other than the Principal Shareholder Group) would not result in the Principal Shareholder Group holding more than 47.93% of the Company's ordinary shares (excluding treasury shares), which is the level it held prior to the simplification of the Company's dual share class structure in September 2022.

The approval in the Waiver Resolution (if it is given) shall expire (unless previously renewed, varied or revoked by the Company at a general meeting) at the end of the Company's next annual general meeting or, if earlier, the close of business on 30 June 2027.

The approval of the Waiver Resolution at the AGM will not restrict the Principal Shareholder Group from making an offer for the Company (as the Principal Shareholder Group is already entitled to do as at the date of this document).

Resolution 19 – Authority to purchase own shares

If passed, Resolution 19 would renew the Company's general authority to make purchases of its ordinary shares. This authority is limited to 122,513,543 ordinary shares, representing approximately 7.6% of the Company's total issued share capital (excluding treasury shares) as calculated at the Latest Practicable Date. The authority also sets limits on the price which may be paid for any shares repurchased by the Company and is limited to market purchases on the London Stock Exchange or (so far as required under the UK Listing Rules) market purchases by tender offer to all shareholders.

Purchases under this authority would only be made where the Directors believe that they are in the best interests of the Company, taking into account other available investment opportunities and the

Schroders Notice of Annual General Meeting

overall financial position of the Group, and where earnings per share would be increased (except possibly in respect of purchases made in relation to the issue of ordinary shares under the Company's share plans). Any purchases require the prior consent of the PRA.

The authority being sought is limited to 122,513,543 ordinary shares so that repurchases by the Company up to the maximum amount allowed under the Buyback Authority (if such repurchases were exclusively from persons other than the Principal Shareholder Group) would not result in the Principal Shareholder Group holding more than 47.93% of the Company's ordinary shares (excluding treasury shares), which is the level it held prior to the simplification of the Company's dual share class structure in September 2022.

If the Company were to repurchase any ordinary shares pursuant to this authority, the Directors would consider whether to cancel those shares or (subject to the limits allowed by company law) hold them as treasury shares. In the period between the previous authority which was given at the annual general meeting held on 1 May 2025 and the Latest Practicable Date, no ordinary shares have been purchased by the Company. To satisfy future awards under the Company's shareholder approval plans on 13 March 2025 of the 6,383,664 existing shares held by the Company in treasury, 5,023,417 were issued from treasury to the Company's Employee Benefit Trust, leaving 1,360,247 held in treasury. As at the Latest Practicable Date, there were no options or warrants to subscribe for ordinary shares.

The authority given by this Resolution would, unless renewed prior to such time, expire at the conclusion of the next AGM of the Company (or, if earlier, the close of business on 30 June 2027) save that the Company may before such expiry enter into a contract to purchase shares that would or might be completed or executed wholly or partly after its expiry and may make a purchase of shares in pursuance of any such contract as if the authority had not expired.

Resolution 20 – Notice of general meetings

Under the Act, the Company may call a general meeting, other than an AGM, by giving 14 days' clear notice to shareholders. Under the Companies (Shareholders' Rights) Regulations 2009 this period is extended to 21 clear days unless the Company has obtained shareholder approval for a shorter period. This resolution would maintain the current position as agreed by shareholders at the 2025 AGM.

AGMs will still require at least 21 clear days' notice. The shorter notice period will not be used as a matter of routine but only where the flexibility is merited by the business of the meeting and thought to be in the interests of shareholders as a whole.

Schroders Notice of Annual General Meeting
11

SHAREHOLDER NOTES

1. Attending the AGM

We consider the AGM to be an important part of our shareholder communications programme. The AGM will be held in person at 1 London Wall Place, London EC2Y 5AU.

2. Entitlement to vote

Shareholders entitled to attend and to speak and vote at the meeting are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A shareholder may 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. A proxy need not be a shareholder of the Company. A Proxy Form for shareholders which may be used to make such appointment and give proxy instructions accompanies this Notice. 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 will be determined by reference to the Register of Members at 6.00 p.m. on Tuesday, 14 April 2026 (or in the event of any adjournment at 6.00 p.m. on the date which is two days before the date of the adjourned meeting excluding any non-working days). 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.

3. Voting

All resolutions will be voted, on a poll, at the AGM. Votes will be counted immediately following the meeting and the results will be published via the Regulatory News Service as soon as possible after the meeting and will also be available on our website.

The return of a completed Proxy Form, e-proxy, other proxy instrument or any CREST Proxy Instruction (as described in paragraph 8) will not prevent a shareholder from attending the AGM and voting in person if they wish to do so. Your vote is important to us. If you are unable to attend in person and vote on the day, we strongly encourage you to vote in advance of the AGM by submitting a Proxy Form, e-proxy or CREST Proxy Instruction.

If you are a participant in the Schroders Share Incentive Plan, you will receive an email explaining how you can submit your voting instructions.

Shareholders are reminded of their right under section 360BA of the Act to request, within thirty days of the AGM, information which enables them to determine that their vote, on a poll, at the general meeting was validly recorded and counted by the Company.

4. Right to appoint a proxy

To be valid, any Proxy Form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 11.30 a.m. on Tuesday, 14 April 2026.

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, Computershare Investor Services PLC. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.30 am on Tuesday, 14 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.

5. Electronic proxy voting through the internet

Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so at www.investorcentre.co.uk/eproxy where full instructions are given. The Control Number, PIN and shareholder reference number (SRN) printed on the Proxy Form will be required. A proxy appointment made electronically will not be valid if not sent to www.investorcentre.co.uk/eproxy or if received after 11.30 a.m. on Tuesday, 14 April 2026. Any communication found to contain a computer virus will not be accepted.

Schroders Notice of Annual General Meeting

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, under 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, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2 to 5 above does not apply to Nominated Persons.

Total voting rights

As at the Latest Practicable Date, the Company’s issued share capital consisted of 1,612,071,525 ordinary shares, carrying one vote each. This figure includes 1,360,247 ordinary shares held in treasury, representing 0.08% of the issued share capital. Therefore, the total voting rights in the Company as at the Latest Practicable Date were 1,610,711,278.

Electronic voting through CREST

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. 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 & International Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). 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 the issuer’s agent (ID 3RA50) by 11.30 a.m. on Tuesday, 14 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. CREST members and, where applicable, their CREST sponsors, or voting service providers, should note that Euroclear UK & International 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, 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 system 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.

Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all of its powers as a member provided that not more than one corporate representative exercises powers over the same share.

Schroders Notice of Annual General Meeting 13

10. Documents for inspection

The following documents will be available for inspection at the office of Schroders plc, 1 London Wall Place, London, EC2Y 5AU from the date of dispatch of the Notice convening the AGM during normal business hours on weekdays, and for at least 15 minutes prior to and during the AGM:

a. A copy of the Articles of Association of the Company;
b. A copy of the 2024 Annual Report and the 2025 Annual Report;
c. The consent letter from Barclays referred to in the 'Additional Information' section of this document;
d. The consent letter from J.P. Morgan Cazenove referred to in the 'Additional Information' section of this document;
e. Copies of the executive Directors' service contracts; and
f. Copies of letters of appointment of the non-executive Directors.

So that appropriate arrangements can be made for shareholders wishing to inspect documents, we request that shareholders contact the Company Secretary by email at [email protected] in advance of any visit to ensure that access can be arranged. Copies of the documents listed at a. to d. above are also available at www.schroders.com/agm.

11. Shareholders' right to have a matter of business dealt with at the meeting

Under section 338 and section 338A of the Act, shareholders meeting the threshold requirements in those sections have the right to require the Company to:

i. give, to shareholders of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or
ii. include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious.

Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date which is six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

12. Publication of website statement

Pursuant to requests made by shareholders of the Company who meet the threshold requirements set out in 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 auditor's report and the conduct of the audit) that are to be laid before the AGM; or
ii. any circumstance connected with an auditor of the Company ceasing to hold office since the previous AGM, that those shareholders propose to raise at the next AGM.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's 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 includes any statement that the Company has been required under section 527 of the Act to publish on a website.

Schroders Notice of Annual General Meeting

Schroders Notice of Annual General Meeting 15

13. Right to ask questions at the AGM

Questions for the Board can be submitted in advance or asked in person at the AGM. To enable the Board to address as many shareholder questions as possible, we would request that where possible, questions are submitted in advance of the AGM. Pre-submitted questions can be emailed to [email protected]. Questions that are received by email by 5.00 p.m. on Tuesday, 14 April 2026 will be addressed at the AGM. If multiple questions on the same topic are received in advance of the AGM, the Chair may choose to provide a single answer to address shareholder queries on the same topic.

Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any question relating to the business being dealt with at the meeting but no answer need be given if:

i. to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
ii. the answer has already been given on a website in the form of an answer to a question; or
iii. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

14. Joint shareholders

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).

15. Shareholder information

A copy of this Notice, and any other information required by section 311A of the Act, can be found at www.schroders.com/agm.

16. Queries about the AGM

Except as provided above, shareholders who have general queries about the AGM should contact the Company at its registered office address, for the attention of the Company Secretary, or by email to [email protected].

Shareholders may not use any electronic address provided either in this Notice or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated. Shareholders may not use any telephone number set out in this document for the purpose of lodging instructions for the AGM. Similarly, the Company's website may not be used to send documents or instructions for the AGM.

17. Processing your personal data

Personal data provided by or on behalf of shareholders in connection with the AGM may be processed by the Company and any third party to whom it discloses such data in connection with the holding of the AGM (including the Company's Registrar) for the purposes of compiling and updating the Company's records in connection with the AGM, fulfilling its legal obligations and handling the rights exercised by shareholders. The Company shall process such personal data in accordance with its privacy policy, a copy of which is available at www.schroders.com/en/privacy-policy.

18. Photography

We may arrange for photographs to be taken through the premises for the duration of the AGM. These will be kept in the Company's photo library and may be used in future publications online or in print. If you attend the AGM in person you may be included in photographs. The Company shall process such personal data in accordance with its privacy policy, a copy of which is available at www.schroders.com/en/privacy-policy.

ADDITIONAL INFORMATION

1. Responsibility Statement

1.1 The Directors each take responsibility for the information (including any expressions of opinion) contained in this document other than the information (including any expressions of opinion) for which the Principal Shareholder Group Responsible Persons and the Non-PSG Directors take responsibility for pursuant to sections 1.2 and 1.3 of this 'Additional Information' section.

To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case), the information for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 The Principal Shareholder Group Responsible Persons each take responsibility for:

(A) the statements in the section of the Chair's Letter in this document titled 'Rule 9 Waiver & Buyback Authority' relating to the Principal Shareholder Group, its interests in the Company and its intentions;

(B) the statements in the explanatory notes to Resolution 18 of this document relating to the Principal Shareholder Group and its interests in the Company; and

(C) the information (including any expressions of opinion) relating to the Principal Shareholder Group, its interests in the Company and its intentions contained in this 'Additional Information' section, being:

(i) the responsibility statement in this section 1.2 of this 'Additional Information' section;

(ii) the information relating to the interests in the Company of certain members of the Principal Shareholder Group set out in section 5.1 of this 'Additional Information' section;

(iii) the statement set out in section 5.4 of this 'Additional Information' section;

(iv) the statements and information relating to the Principal Shareholder Group, its interests in the Company and intentions set out in sections 10 and 11 of this 'Additional Information' section (excluding, for the avoidance of doubt, the expression of the Board's opinion in the second paragraph of section 11.4 of this 'Additional Information' section); and

(v) the statements in the bullets titled (A), (B) and (C) (as qualified by the preceding language to them) of section 12 of this 'Additional Information' section.

To the best of the knowledge and belief of the Principal Shareholder Group Responsible Persons (who have taken all reasonable care to ensure that this is the case), the information for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.3 The Non-PSG Directors each take responsibility for the recommendation and associated opinion attributed to them in the "Waiver Resolution" section of the Chair's Letter in this document titled 'Board Recommendation'. To the best of the knowledge and belief of the Non-PSG Directors (who have taken all reasonable care to ensure that this is the case), the information for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Business of the Company and current trading and prospects

The Company is a global asset manager operating from 38 locations across Europe, the Americas, Asia, the Middle East and Africa.

The Company's most recent audited consolidated financial statements, for the year ended 31 December 2025, have been incorporated by reference into this document.

The Company continues to trade in-line with the Board's expectations.
Record Group assets under management (AUM), up 6% to £823.7 billion (FY 2024: £778.7 billion).

Schroders Notice of Annual General Meeting

Achieved four percentage-point improvement in our adjusted cost to income ratio to 71% (FY 2024: 75%). Adjusted operating expenses were stable due to strong cost discipline across the Group.
Statutory profit before tax of £673.8 million (FY 2024: £558.1 million), up 21%. Adjusted operating profit up 25% to £756.6 million (FY 2024: £603.1 million).

3. Current ratings

As at the Latest Practicable Date, the Company had been assigned a long-term corporate issuer rating of "A+" and a short-term corporate issuer rating of "F1" (stable outlook in each case) from Fitch.

4. Directors

The names of the Directors and the positions they hold at the date of this document are:

Name	Position
Executive Directors
Richard Oldfield	Group Chief Executive
Meagen Burnett	Chief Financial Officer
Johanna Kyrklund	Group Chief Investment Officer
Non-executive Directors
Dame Elizabeth Corley	Chair
Iain Mackay	Senior Independent Director
Claire Fitzalan Howard	Non-executive Director
Rakhi Goss-Custard	Independent non-executive Director
Ian King	Independent non-executive Director
Leonie Schroder	Non-executive Director
Annette Thomas	Independent non-executive Director
Frederic Wakeman	Independent non-executive Director
Matthew Westerman	Independent non-executive Director

The business address of the Directors is: 1 London Wall Place, London EC2Y 5AU.

Schroders Notice of Annual General Meeting
17

5. Directors' and other interests in the Company

5.1 At the Latest Practicable Date, the interests in the issued share capital of the Company of each Director and their close relatives and related trusts, and any person whose interest in such shares each such Director is taken to be interested in pursuant to Part 22 of the Act were (other than interests in share options set out in section 5.2 below) as follows:

Name	Ordinary shares	% of the Company's issued ordinary shares (excluding treasury shares)
Richard Oldfield	105,426	0.0065%
Meagen Burnett	2,009	0.0001%
Johanna Kyrklund	10,742	0.0006%
Dame Elizabeth Corley	105,294	0.0065%
Iain Mackay	0	0
Claire Fitzalan Howard, close relatives and related trusts^{1}	667,533,688	41.4434%
Rakhi Goss-Custard	8,301	0.0005%
Ian King	13,205	0.0008%
Leonie Schroder, close relatives and related trusts^{2}	685,135,575	42.5362%
Annette Thomas	0	0
Frederic Wakeman	0	0
Matthew Westerman	11,764	0.0007%

Claire Fitzalan Howard has a direct interest in 302,267 ordinary shares. 667,231,421 ordinary shares are held by close relatives or related trusts of Claire Fitzalan Howard, including in her capacity as a member of (or a close relative of a member of) a class of potential beneficiaries of certain family trusts forming part of the Principal Shareholder Group, and as a close relative of the holder of options over 603 phantom ordinary shares under a Share in Success Award pursuant to the Company's Deferred Award Plan.
Leonie Schroder has a direct interest in 10,706,141 ordinary shares. 674,429,434 ordinary shares are held by close relatives or related trusts of Leonie Schroder, including in her capacity as a member of (or a close relative of a member of) a class of potential beneficiaries of certain family trusts forming part of the Principal Shareholder Group.

Schroders Notice of Annual General Meeting

5.2 At the close of business on the Latest Practicable Date, Richard Oldfield had an interest in certain options over shares under the Company's Executive Share Schemes, granted for nil consideration.

Plan	Number of ordinary shares	Grant Date	Exercise Price	Exercise Period End
LTIP	101,600	4 March 2024	Nil	4 March 2030
DAP	59,913	4 March 2024	Nil	3 March 2034
LTIP	368,188	10 March 2025	Nil	10 March 2031
DAP	45,799	10 March 2025	Nil	9 March 2035

At the close of business on the Latest Practicable Date, Meagen Burnett had an interest in certain options over shares under the Company's Executive Share Schemes, granted for nil consideration.

Plan	Number of ordinary shares	Grant Date	Exercise Price	Exercise Period End
DAP	46,014	6 March 2023	Nil	5 March 2033
DAP	45,838	6 March 2023	Nil	5 March 2033
DAP	31,368	6 March 2023	Nil	5 March 2033
DAP	68,835	4 March 2024	Nil	3 March 2034
LTIP	230,117	10 March 2025	Nil	10 March 2031
DAP	97,810	10 March 2025	Nil	9 March 2035

At the close of business on the Latest Practicable Date, Johanna Kyrklund had an interest in certain options over shares under the Company's Executive Share Schemes, granted for nil consideration.

Plan	Number of ordinary shares	Grant Date	Exercise Price	Exercise Period End
DAP	187,536	8 March 2021	Nil	7 March 2031
DAP	2,911	6 December 2021	Nil	5 December 2031
DAP	303,876	7 March 2022	Nil	6 March 2032
DAP	217,174	6 March 2023	Nil	5 March 2033
DAP	84,322	4 March 2024	Nil	3 March 2034
LTIP	184,094	10 March 2025	Nil	10 March 2031
DAP	71,988	10 March 2025	Nil	9 March 2035

5.3 In addition, at the close of business on the Latest Practicable Date, 550,049 ordinary shares are held within portfolios managed or controlled under a discretionary investment mandate by entities within the Company's Group.

5.4 The Principal Shareholder Group has not entered into or proposed to enter into any form of incentivisation arrangements with members of the Company's management who are interested in ordinary shares.

Schroders Notice of Annual General Meeting

Directors' service contracts and emoluments

The tables below provide details of the executive Directors' service contracts and the non-executive Directors' letters of appointment.

6.1 Contract dates, terms and notice periods

Name	Date of contract / letter of appointment	Date appointed as Director
Executive Directors
Richard Oldfield	26 April 2023	2 October 2023
Meagen Burnett	25 September 2024	1 January 2025
Johanna Kyrklund	25 September 2024	1 January 2025
Terms and notice periods: each of the executive Directors is appointed on a rolling term, with a notice period of 6 months.
Non-executive Directors
Dame Elizabeth Corley	19 August 2021	1 September 2021
Iain Mackay	2 November 2023	1 January 2024
Claire Fitzalan Howard	4 March 2020	30 April 2020
Rakhi Goss-Custard	20 December 2016	1 January 2017
Ian King	14 December 2016	1 January 2017
Leonie Schroder	7 March 2019	11 March 2019
Annette Thomas	27 July 2023	1 September 2023
Frederic Wakeman	12 December 2023	1 January 2024
Matthew Westerman	6 March 2020	9 March 2020
William Lin^{1}	9 February 2026	May 2026
1 On 10 February 2026, the Board announced its intention to appoint William Lin to the Board in May 2026.
Terms and notice periods: the non-executive Directors have no fixed term but have a notice period of 6 months and are subject to annual re-appointment at the Company's annual general meeting. However, non-executive Directors of the Company are normally expected to serve for 6 years, with an additional 3 year term if so invited by the Company.

Schroders Notice of Annual General Meeting

Schroders Notice of Annual General Meeting 21

6.2 Directors' remuneration

Details of the remuneration of the Directors (in accordance with the Directors' remuneration policy in effect on the Latest Practicable Date) provided for in their service contracts and letters of appointment (as relevant) are set out below.

Name	Basic salary / fee
Executive Directors
Richard Oldfield	£500,000
Meagen Burnett	£375,000
Johanna Kyrklund	£375,000
Other benefits: the executive Directors are each entitled to private medical care, life assurance, group income protection, directors' and officers' liability insurance, personal accident insurance and pension contributions (of 18% of basic salary on earnings up to £250,000). The executive Directors may also participate in the Schroders Share Incentive Plan on the same basis as other employees.

Variable pay: each executive Director is eligible to receive an annual bonus award, dependent on the performance of the Company in respect of each financial year and subject also to the achievement of performance targets which, when added to their annual salary and the value (at grant) of shares made subject to any long term incentive arrangements operated by the Company in respect of that year, may, in the case of Richard Oldfield, not exceed £9,000,000 and, in the case of Meagen Burnett and Johanna Kyrklund, not exceed £3,500,000 and £6,500,000 respectively. The executive Directors do not participate in any other commission or profit sharing arrangement.

Compensation for early termination: the Company may terminate the employment of each executive Director with immediate effect by making a payment of annual base salary in lieu of the notice period. | |
| Non-executive Directors | |
| Dame Elizabeth Corley | £625,000 |
| Iain Mackay | £170,000 |
| Claire Fitzalan Howard | £80,000 |
| Rakhi Goss-Custard | £100,000 |
| Ian King | £100,000 |
| Leonie Schroder | £80,000 |
| Annette Thomas | £100,000 |
| Frederic Wakeman | £120,000 |
| Matthew Westerman | £145,000 |
| William Lin¹ | £80,000 |
| ¹ On 10 February 2026, the Board announced its intention to appoint William Lin to the Board in May 2026.

Other benefits: the non-executive Directors are entitled to the benefit of a directors' and officers' liability insurance policy.

Variable pay: the non-executive Directors are not entitled to any variable pay.

Compensation for early termination: the non-executive Directors are not entitled to any compensation for early termination, other than accrued but unpaid fees. | |

Save as set out above, there is no commission or profit sharing arrangement under the terms of the executive Directors' service contracts or the non-executive Directors' letters of appointment.

Save as disclosed above, there are no service contracts in force between any Director or proposed director of the Company and the Company, and no such contract has been entered into or amended in the last six months preceding the Latest Practicable Date.¹

Material contracts entered into within the last two years

Save as set out below, no contracts have been entered into by the Company or any of its subsidiaries, other than in the ordinary course of business, within the period of two years prior to the Latest Practicable Date which are or may be material.

Disposal of shareholding in Scottish Widows Schroder Wealth Holdings Limited and acquisition of remaining shares in Schroder Wealth Holdings Limited

On 9 October 2025, the Company and Schroder Administration Limited ('SAL') entered into an agreement with Lloyds Banking Group plc and LBG Equity Investments Limited ('LBG') under which LBG acquired SAL's 49.9% shareholding in Scottish Widows Schroder Wealth Holdings Limited, the wealth management and advice business previously operated as a joint venture with LBG, and SAL re-acquired the 19.1% shareholding in Schroder Wealth Holdings Limited held by LBG. Following the transaction, Schroder Wealth Holdings Limited is wholly owned by the Company. The transaction involved no cash consideration.

The transaction completed on 9 October 2025.

Significant change

There has been no significant change in the financial or trading position of the Company since 31 December 2025, being the date to which the last audited published accounts of the Company were prepared.

Middle market quotations

The middle market quotations for the ordinary shares, as derived from the Official List for the Latest Practicable Date and the first Business Day of each of the six months immediately preceding the Latest Practicable Date are set out in the table below.

Date	Price per ordinary share (£)
1 August 2025	3.8020
1 September 2025	3.7480
1 October 2025	3.7740
3 November 2025	3.8580
1 December 2025	3.8600
2 January 2026	4.0860
2 February 2026	4.5560
11 February 2026	4.5560

Overview of the Principal Shareholder Group

The history of Schroders began in 1804 when JH Schröder became a partner in J.F. Schröder & Co, a London-based firm founded by his brother JF Schröder. It has evolved since then into the company today known as Schroders plc. Throughout that time the Schroder family have maintained a significant interest in the business, which the Company believes has been a significant benefit to it. Today, the interests of some members of the Schroder family (being certain descendants of the late Helmut Schroder and, in some cases, their spouse or former spouse) are spread across a number of parties, who are collectively known as the Principal Shareholder Group.

The Principal Shareholder Group is comprised of a number of private trustee companies (and investment companies controlled by those trustee companies), a number of private investment companies, a number of Schroder family individuals, and a Schroder family charity which, directly or indirectly, are Shareholders in the Company. The members of the Principal Shareholder Group are presumed to be acting in concert with each other for the purposes of the Takeover Code.

Schroders Notice of Annual General Meeting

The Principal Shareholder Group currently holds 713,021,408 ordinary shares (comprising 44.27% of the issued ordinary shares excluding treasury shares) in the Company. This is comprised as follows:

(A) 659,767,010 of the ordinary shares (40.96%) are owned directly or indirectly by four private trustee companies which act as the trustees of various trusts settled by certain members of the Schroder family and investment companies wholly owned by the private trust companies. The trustee companies are Vincitas Limited, Veritas Limited, Alster Limited and Treva Limited. Flavida Limited and Fervida Limited are protector companies which act as protectors of certain of those trusts, and therefore also form part of the Principal Shareholder Group;

(B) 29,457,871 of the ordinary shares (1.83%) are owned by certain trustee and investment companies following the execution of the estate of Bruno Lionel Schroder (dec'd). The trustee companies are Lionel Trustees (UK) I Limited and Lionel Trustees (UK) II Limited. The investment companies are MEB Investments Limited, CRH Investments Limited and JMF Investments Limited;

(C) 21,437,731 of the ordinary shares (1.33%) are personally held, directly or indirectly, by certain Schroder family individuals (who are direct descendants of the late Helmut Schroder or, in some cases, a former spouse of such direct descendants) certain of whom are also employees of the Company's Group¹; and

(D) 2,358,796 of the ordinary shares (0.15%) are owned by the Schroder Charity Trust, a family charity.

The parties described in sub-paragraphs (A) to (D) together comprise the "Principal Shareholder Group".

Dealings of the Principal Shareholder Group

No member of the Principal Shareholder Group has dealt in ordinary shares in the 12 month period ending on the Latest Practicable Date, save as set out below:

Date	Nature of transaction	Number of ordinary shares	Price per share (£)
1 May 2025	Acquisition of 33,390 ordinary shares by an individual member of the Principal Shareholder Group, utilising the 1% Bounceback	33,390	3.33138
1 May 2025	Acquisition of 87,867 ordinary shares by three investment companies who are members of the Principal Shareholder Group, utilising the 1% Bounceback	29,289	3.33138
		29,289	3.33138
		29,289	3.33138
1 May 2025	Acquisition of 5,445 ordinary shares by a trustee company who is a member of the Principal Shareholder Group, utilising the 1% Bounceback	5,445	3.33138
1 May 2025	Acquisition of 20,619 ordinary shares by four individual members of the Principal Shareholder Group, utilising the 1% Bounceback	5,154	3.36189
		5,155	3.36026
		5,155	3.36387
		5,155	3.36387

¹ One of these individuals also has an interest in 603 phantom ordinary shares as part of a Share in Success Award pursuant to the Company's Deferred Award Plan (which will only be cash settled and will not therefore result in that employee receiving additional ordinary shares).

Schroders Notice of Annual General Meeting 23

Date	Nature of transaction	Number of ordinary shares	Price per share (£)
7 May 2025	Acquisition of 2,056,187 ordinary shares by four trusts and their companies who are members of the Principal Shareholder Group, utilising the 1% Bounceback	1,226,486	3.326718
		4,913	3.326718
		760,884	3.326718
		63,904	3.326718
8 May 2025	Acquisition of 943 ordinary shares by an individual member of the Principal Shareholder Group, utilising the 1% Bounceback	943	3.39905196
14 May 2025	Acquisition of 4,900 ordinary shares by four individual members of the Principal Shareholder Group, utilising the 1% Bounceback	1,478	3.48273
		1,478	3.48273
		1,478	3.48273
		556	3.48
23 May 2025	Acquisition of 12,781 ordinary shares by three individual members of the Principal Shareholder Group, utilising the 1% Bounceback	9,651	3.40
		1,565	3.40
		1,565	3.40
5 August 2025	Gift of 7,357 ordinary shares by Vincitas Limited to the Schroder Charity Trust	7,357	N/A
9 September 2025	Sale of 150,000 ordinary shares by an individual member of the Principal Shareholder Group	150,000	3.692
9 October 2025	A transfer of an indirect interest in 27,711,941 ordinary shares by an individual member of the Principal Shareholder Group to the trustees of a new trust (which is for the benefit of certain Schroder family individuals and therefore forms part of the Principal Shareholder Group).	27,711,941	N/A
15 December 2025	Sale of 19,400 shares by an individual member of the Principal Shareholder Group	19,400	3.89151
20 January 2026	Sale of 100,000 ordinary shares by an individual member of the Principal Shareholder Group	100,000	4.50203

11. Relationship between the Principal Shareholder Group and the Company

11.1 Relationship Agreement

Companies with a shareholder or shareholders who could, when acting in concert, exercise 30% or more of the voting rights of a company at a general meeting (as the Principal Shareholder Group does), were required under the Listing Rules to enter into a binding agreement with that shareholder or shareholders. This was intended to ensure that the parties to the agreement complied with certain independence provisions in the Listing Rules. Accordingly, on 14 November 2014, the Company entered into such an agreement with members of the Principal Shareholder Group holding ordinary shares at that time. On 29 July 2024, the Listing Rules were amended so that a relationship agreement was no longer required, and as such the Relationship Agreement with the relevant members of the Principal Shareholder Group terminated automatically on that date in accordance with its terms.

Schroders Notice of Annual General Meeting

The UK Listing Rules maintain the requirement for companies with a Controlling Shareholder (such as the Principal Shareholder Group) to demonstrate that they can carry on business independently from their Controlling Shareholder and they are also required to include certain disclosures regarding compliance with these independence requirements. These can be found in the 2025 Annual Report and Accounts on page 90.

11.2 Banking and wealth management arrangements

The Company's Group provides private banking and wealth management services to certain members of the Principal Shareholder Group. These arrangements are conducted at arm's length and on normal commercial terms.

11.3 Buyback-related agreements

The Principal Shareholder Group has not procured any irrevocable commitment or letter of intention from any person in relation to the Waiver Resolution or any buyback of ordinary shares by the Company.

11.4 Directors connected to the Principal Shareholder Group

Two of the members of the Board, Claire Fitzalan Howard and Leonie Schroder, are members of the Principal Shareholder Group. For over 40 years the Board has included two directors with a connection to the Principal Shareholder Group.

Whilst there is no obligation for the Board to include directors connected to the Principal Shareholder Group, or formal right of the Principal Shareholder Group to Board representation, the Board believes such membership benefits the Company in aligning interests and reinforcing long term thinking, and reflects the commitment to the Company of the Principal Shareholder Group, which the Board considers has been an important part of the Company's success over the long term.

As the Principal Shareholder Group is considered to be interested in the outcome of the Waiver Resolution, Claire Fitzalan Howard and Leonie Schroder have made no recommendation on the Waiver Resolution.

Details of the interests of Claire Fitzalan Howard and Leonie Schroder in the issued share capital of the Company are set out in section 5 of this 'Additional Information' section. Details of their appointment letters and emoluments as Directors of the Company are set out in section 6 of this 'Additional Information' section.

11.5 Intentions of the Principal Shareholder Group if the Waiver Resolution is approved

The Principal Shareholder Group has no intention to make any changes with respect to the following matters as a result of any increase in the Principal Shareholder Group's aggregate shareholding resulting from the exercise of the Buyback Authority:

(A) the future business of the Company, including its intentions for any research and development functions of the Company;

(B) the continued employment of the employees and management of the Company and of its subsidiaries, including any material change in conditions of employment or in the balance of the skills and functions of the employees and management;

(C) the Company's strategic plans, and their likely repercussions on employment or the locations of the Company's places of business, including on the location of its headquarters and headquarters functions;

(D) employer contributions into the Company's pension scheme(s) (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members, and the admission of new members;

(E) the redeployment of the fixed assets of the Company; or

(F) the maintenance of the listing of the Company on the London Stock Exchange.

Schroders Notice of Annual General Meeting 25

Schroders Notice of Annual General Meeting

11.6 Other confirmations with respect to the Principal Shareholder Group

The Principal Shareholder Group has not entered into any relationship (whether personal, financial or commercial), arrangement or understanding with:

(A) any directors who are not connected to the Principal Shareholder Group (or their close relatives and related trusts);
(B) any shareholders who are not members of the Principal Shareholder Group (or any person who is, or is presumed to be, acting in concert with any such shareholder); or
(C) Barclays or J.P. Morgan Cazenove (or any person who is, or is presumed to be, acting in concert with Barclays or J.P. Morgan Cazenove),

which in any such case has any connection with or dependence upon the Waiver Resolution.

Save as set out in this document, no agreement, arrangement or understanding (including any compensation arrangement), exists between the Principal Shareholder Group or any person acting in concert with the Principal Shareholder Group and any of the Directors, recent directors, shareholders or recent shareholders of the Company, or any person interested in or recently interested in shares of the Company, having any connection with or dependence upon the proposals set out in the Waiver Resolution.

12. General

Barclays has given and has not withdrawn its written consent to the inclusion of its name and references to it in this document in the form and context in which they appear.

J.P. Morgan Cazenove has given and has not withdrawn its written consent to the inclusion of its name and references to it in this document in the form and context in which they appear.

Barclays Bank PLC (acting through its investment bank) and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove), each of which are authorised by the PRA and regulated by the FCA and the PRA in the UK, are each acting as financial adviser for Schroders plc and no one else in connection with the Buyback Authority and the Waiver Resolution and will not be responsible to anyone other than Schroders plc for providing the protections afforded to clients of Barclays Bank PLC and J.P. Morgan Securities plc, and their respective affiliates, nor for providing advice in connection with those matters or the contents of this document or any other matter or arrangement referred to herein and will not regard any other person (whether or not a recipient of this document) as their client in relation to those matters.

As at the Latest Practicable Date, JPMorgan Chase Bank, N.A. and related entities had an interest in 435,641 ordinary shares (not counting ordinary shares held in the capacity of an exempt fund manager or an exempt principal trader).

As at the Latest Practicable Date, and save as disclosed elsewhere in this 'Additional Information' section:

(A) neither the Principal Shareholder Group, nor any person acting in concert with them, has any interest in, right to subscribe in respect of, or short position in relation to any relevant securities;
(B) neither the Principal Shareholder Group, nor any person acting in concert with them, has dealt in relevant securities during the period of 12 months ended on the Latest Practicable Date;
(C) there are no relevant securities which the Principal Shareholder Group, or any person acting in concert with them, have borrowed or lent (excluding any borrowed relevant securities which have either been on-lent or sold);

(D) none of:

(i) the Directors or any of their close relatives or related trusts;
(ii) any connected adviser (except in the capacity of an exempt fund manager or an exempt principal trader); or
(iii) any other person acting in concert with the Company,

have at the Latest Practicable Date, any interest in, right to subscribe in respect of, or short position in relation to any relevant securities; and

(E) there are no relevant securities which the Company or any person acting in concert with the Company or the Directors have borrowed or lent (excluding any borrowed relevant securities which have either been on-lent or sold).

There is no agreement or arrangement or understanding by which the beneficial ownership of any ordinary shares acquired by the Company pursuant to the Buyback Authority will be transferred to any other person. Such shares will, in accordance with the Act, either be held in treasury up to the amounts permitted to be held in treasury by the Act or will be cancelled, with the issued ordinary share capital of the Company being reduced by the nominal amount of those ordinary shares (as the case may be) if so purchased.

In this section 12, reference to:

“acting in concert” has the meaning given to it in the Takeover Code;

“relevant securities” means ordinary shares and securities carrying conversion or subscription rights into ordinary shares;

“derivatives” includes any financial product, whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security;

“short position” means a short position, whether conditional or absolute and whether in the money or otherwise, and includes any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

“associated company” means in relation to any company that company's parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies. For these purposes, ownership or control of 20% or more of the equity share capital of a company is regarded as the test of associated company status;

“connected adviser” means:

(A) in relation to the Company (i) an organisation which is advising the Company in relation to the Waiver Resolution and the Buyback Authority; and (ii) a corporate broker to the Company;
(B) in relation to a person who is acting in concert with the Principal Shareholder Group or with the Directors, an organisation (if any) which is advising that person either (i) in relation to the Waiver Resolution and the Buyback Authority; or (ii) in relation to the matter which is the reason for that person being a member of the relevant concert party; and
(C) in relation to a person who is an associated company of the Principal Shareholder Group or the Company, an organisation (if any) which is advising that person in relation to the Waiver Resolution and the Buyback Authority.

“dealing” or “dealt” includes the following:

(A) the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities;
(B) the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any securities;

Schroders Notice of Annual General Meeting
27

(C) subscribing or agreeing to subscribe for securities;
(D) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights;
(E) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities;
(F) the entering into, terminating or varying the terms of any agreement to purchase or sell securities; and
(G) any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he or she has a short position.

For the purposes of this section 12 a person is treated as "interested" in securities if he or she has long economic exposure, whether absolute or conditional, to changes in the price of those securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as "interested" in securities if:

(A) he or she owns them;
(B) he or she has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;
(C) by virtue of any agreement to purchase, option or derivative, he or she: (i) has the right or option to acquire them or call for their delivery, or (ii) is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(D) he or she is party to any derivative: (i) whose value is determined by reference to their price, and (ii) which results, or may result, in his or her having a long position in them.

13. Information incorporated by reference

The table below sets out the various sections of those documents which are incorporated by reference into this document, so as to provide the information required pursuant to the Takeover Code. These documents will also be available at the Company's website, www.schroders.com/agm, from the date of this document.

Document	Section	Page number(s) in such document
2025 Annual Report	Financial Statements	96-181
2024 Annual Report	Financial Statements	90-173

Any shareholder, person with information rights or other person to whom this document is sent may request a copy of this document and each of the documents set out above in hard copy form. Hard copies will only be sent where valid requests are received from such persons. Requests for hard copies are to be submitted to the Company Secretary by post to Schroders plc, 1 London Wall Place, London, EC2Y 5AU or by email to [email protected]. All valid requests will be dealt with as soon as possible and hard copies mailed no later than two Business Days following receipt of such request.

Schroders Notice of Annual General Meeting

DEFINITIONS

"1% Bounceback"

means the ability of members of the Principal Shareholder Group to acquire up to an additional 1 per cent. of the total issued ordinary shares excluding treasury shares in the Company within 12 months of the date of a sale of shares by a member of Principal Shareholder Group (or of an issue of shares by the Company from treasury to the Company's Employee Benefit Trust if it reduces the Principal Shareholder Group's aggregate holding) (provided the highest percentage shareholding in the Company of the Principal Shareholder Group within the 12 months prior to the purchase is not exceeded). This right can be exercised without the Principal Shareholder Group being required to make a mandatory offer for the whole Company under the Takeover Code, as referred to in Note 11 to Rule 9.1 of the Takeover Code. During the year, this right was exercised and the details of the associated sale and purchases can be found on pages 23 and 24.

"2024 Annual Report"

means the annual report and consolidated audited accounts of the Company for the year ended 31 December 2024;

"2025 Annual Report"

means the annual report and consolidated audited accounts of the Company for the year ended 31 December 2025;

"Act"

means the Companies Act 2006;

"AGM"

means Annual General Meeting;

"Articles of Association"

means the articles of association of the Company as adopted or amended from time to time;

"Barclays"

means Barclays Bank PLC, acting through its investment bank;

"Board"

means the board of Directors of the Company;

"Buyback Authority"

means the authority sought pursuant to Resolution 19;

"Chair"

means Dame Elizabeth Corley or, if the context requires, such other person who may, in accordance with the Articles of Association, act as chair of the AGM;

"Company"

means Schroders plc;

"Company's Group"

means the Company and its subsidiaries;

"Controlling Shareholder"

has the meaning given to it in the UK Listing Rules;

"Directors"

means the directors of the Company and "Director" shall mean any one of them, as the context requires;

"Executive Share Schemes"

means the Schroders Long Term Incentive Plan 2020, the Schroders Deferred Award Plan 2020, the Schroders Equity Compensation Plan 2011 and the Schroders Equity Incentive Plan 2018;

"FCA"

means the UK Financial Conduct Authority;

"Fitch"

means Fitch Ratings Inc.;

"Independent Directors"

means Dame Elizabeth Corley, Ian King, Rakhi Goss-Custard, Iain Mackay, Annette Thomas, Frederic Wakeman, and Matthew Westerman;

"Independent Shareholders"

means holders of ordinary shares other than the members of the Principal Shareholder Group;

"J.P. Morgan Cazenove"

means J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove);

"Latest Practicable Date"

means 11 February 2026;

Schroders Notice of Annual General Meeting

"Listing Rules" or "UK Listing Rules"
means the Listing Rules or UK Listing Rules, published by the FCA, forming part of the FCA Handbook;

"London Stock Exchange"
means London Stock Exchange plc;

"Non-PSG Directors"
means the Directors other than the PSG Directors;

"Notice"
means the Notice of Annual General Meeting which includes the entirety of this document;

"ordinary shares"
means ordinary shares of 20 pence each in the capital of the Company;

"PRA"
means the UK Prudential Regulation Authority;

"Principal Shareholder Group"
has the meaning given to it in section 10 of the 'Additional Information' section of this document;

"Principal Shareholder Group Responsible Persons"
means: (i) Richard W. Thomas, Derek Stapley, Garth Lorimer Turner, Michelle Wolfe and Andrea Jackson, being the directors of Vincitas Limited and Veritas Limited; (ii) Peter Lynch, Sarajane Kempster, Elizabeth Epifanio and Heather MacCallum who, along with Richard W. Thomas, are the directors of Alster Limited and Treva Limited; (iii) Steve Meiklejohn, Mark Bridges, Andrew Perrée, Alexa Saunders and Tom Quigley, who are the directors of Fervida Limited and Flavida Limited; (iv) Matthew Pintus who is a trustee of a trust for the benefit of certain Schroder family individuals and who, along with Leonie Schroder, is a director of CRH Investments Limited, MEB Investments Limited and JMF Investments Limited; and (v) the PSG Directors;

"Proxy Form"
means the proxy form accompanying the Notice, for use by shareholders at the AGM;

"PSG Directors"
means Claire Fitzalan Howard and Leonie Schroder;

"Registrar"
means Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE;

"Register of Members"
means the register of shareholders of the Company;

"shareholders"
means the holders of ordinary shares of the Company from time to time;

"Takeover Code"
means the City Code on Takeovers and Mergers;

"Takeover Panel"
means the Panel on Takeovers and Mergers;

"UK Corporate Governance Code"
means the UK Corporate Governance Code published by the Financial Reporting Council in January 2024; and

"Waiver Resolution"
means Resolution 18.

EST. 1804

AI assistant

Schroders PLC — Proxy Solicitation & Information Statement 2026

5253_agm-r_2026-03-06_5bcccfc3-c0ce-4bf4-8e20-cbeb8d8d8746.pdf

Contents

Schroders

Notice of Annual General Meeting

Schroders

Annual General Meeting

Attendance

Voting arrangements

How to ask questions

Board changes

Remuneration policy

Rule 9 Waiver & Buyback Authority

Explanatory notes

Board Recommendation

Resolutions other than the Waiver Resolution

Waiver Resolution

NOTICE OF ANNUAL GENERAL MEETING

Resolutions

Annual Report and Accounts

Final dividend

Remuneration report

Remuneration policy

Re-election of Directors

Auditor

Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code

Authority to purchase own shares

Notice of general meetings

EXPLANATORY NOTES TO THE RESOLUTIONS

Resolution 1 – Annual Report and Accounts

Resolution 2 – Final dividend

Resolution 3 – Remuneration report

Resolution 4 – Remuneration policy

Resolutions 5 to 15 – Re-election of Directors

Recommendation

Resolutions 16 and 17 – Auditor

Resolution 18 – Waiver Resolution

Resolution 19 – Authority to purchase own shares

Resolution 20 – Notice of general meetings

1. Attending the AGM

2. Entitlement to vote

3. Voting

4. Right to appoint a proxy

5. Electronic proxy voting through the internet

10. Documents for inspection

11. Shareholders' right to have a matter of business dealt with at the meeting

12. Publication of website statement

13. Right to ask questions at the AGM

14. Joint shareholders

15. Shareholder information

16. Queries about the AGM

17. Processing your personal data

18. Photography

ADDITIONAL INFORMATION

1. Responsibility Statement

2. Business of the Company and current trading and prospects

3. Current ratings

4. Directors

5. Directors' and other interests in the Company

6.2 Directors' remuneration

Dealings of the Principal Shareholder Group

11. Relationship between the Principal Shareholder Group and the Company

11.1 Relationship Agreement

11.2 Banking and wealth management arrangements

11.3 Buyback-related agreements

11.4 Directors connected to the Principal Shareholder Group

11.5 Intentions of the Principal Shareholder Group if the Waiver Resolution is approved

11.6 Other confirmations with respect to the Principal Shareholder Group

12. General

13. Information incorporated by reference

DEFINITIONS

More from Schroders PLC

Schroders PLC Proxy Solicitation & Information Statement 2026