Schroders PLC — Proxy Solicitation & Information Statement 2026

Mar 12, 2026

Schroders

Attendance Card

Please bring this card with you to the General Meeting and present it at Shareholder registration/accreditation.

Additional Holders:

The Chair of Schroders plc invites you to attend the General Meeting of the Company to be held at 1 London Wall Place, London EC2Y 5AU at 12:15 p.m. on 16 April 2026 (or as soon thereafter as the Court Meeting concludes or is postponed).

Shareholder Reference Number:

Please detach this portion before posting this Form of Proxy.

Form of Proxy – General Meeting to be held on 16 April 2026 at 12:15 p.m. (or as soon thereafter as the Court Meeting concludes or is postponed)

Cast your Proxy vote online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 921333

SRN:

PIN:

View the Scheme Document online: https://www.schroders.com/nuveenoffer

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrar at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY by 14 April 2026 at 12:15 p.m.

Explanatory Notes:

1. Full details of the resolution to be proposed at the General Meeting of Schroders plc (the "Company"), together with explanatory notes, are set out in the notice of General Meeting contained in Part X of the scheme document of the Company dated 12 March 2026 (the "Scheme Document"). Before completing this Form of Proxy, please also read the section entitled "Action to be Taken" set out on pages 10 to 13 of the Scheme Document. Terms defined in the Scheme Document shall apply equally in this Form of Proxy unless the context otherwise requires. References to time in this Form of Proxy are to London time, United Kingdom, unless otherwise stated.
2. Every shareholder entitled to attend and vote at the General Meeting may vote in person at such meeting or they may appoint another person or persons of their choice, who need not be a shareholder of the Company, as their proxy or proxies to exercise all or any of their rights, to attend, speak and vote on their behalf at the General Meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy in the space provided (see reverse). If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his or her discretion as to whether, and if so how, they vote. As an alternative to appointing a proxy, any shareholder which is a corporation may vote one or more corporate representatives appointed in accordance with the Companies Act 2006.
3. To be valid this Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) must be returned to the Company's registrar, Computershare ("Registrar" or "Computershare"), at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, either (i) by post or (ii) (during normal business hours only) by hand, to be received not later than 12:15 p.m. on 14 April 2026 or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding any part of such 48 hour period failing on a non-working day) before the time appointed for the postponed meeting.
4. Shareholders are entitled to appoint a proxy in respect of some or all of their shares and may also appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, an additional Form of Proxy may be obtained by contacting the Registrar's helpline on 0800 923 1530 from the UK or +44 117 378 8170 from outside the UK, or you may photocopy this form. Please indicate in the space provided (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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.
5. This Form of Proxy (i) in the case of an individual must either be signed by the appointor or their attorney; and (ii) in the case of a corporation must be given under its common seal or be signed on its behalf by an officer or attorney or other person duly authorised.
6. In the case of joint holders, the vote of the senior holder who votes, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
7. Entitlement to attend and vote at the General Meeting or any adjournment thereof and the number of votes which may be cast thereof will be determined by reference to the register of members of the Company at 6:00 p.m. on 14 April 2026 or, if the General Meeting is postponed, 5:00 p.m. on the date which is two days (excluding non-working days) before the date fixed for the postponed meeting. Changes to entries on the Company's register of members after the relevant time shall be disregarded in determining the rights of any person to attend and vote at the General Meeting.

8. Members who hold their shares in uncertificated form through CREST 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 (which can be viewed at www.eurodeas.com), CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

9. In order for a proxy appointment or instruction made using CREST to be valid, the appropriate CREST message must be properly authenticated in accordance with Eurodeas's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent, Computershare, (ID number 3RA50) by 12:15 p.m. on 14 April 2026 or, if the General Meeting is postponed, at least 48 hours before the start of the postponed meeting (excluding any part of such 48 hour period failing on a non-working day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp) applied to the message by the CREST Applications must) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

10. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Eurodeas does not make available special procedures in CREST for any particular messages. 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 or her 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. For this purpose, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
11. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 20(5)(a) of the Uncertificated Securities Regulations 2001 (55 2001/3700), as amended from time to time.
12. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a proxies which has been agreed by the Company and approved by Computershare. For further information regarding Proxymity, please go to www.provymity.our, Your proxy must be lodged by 12:15 p.m. on 14 April 2026 in order to be considered valid. Before you can appoint a proxy via this proxies 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.
13. The "Vote Withheld" option is provided overleaf (and may be available on the CREST system) to enable you to abstain from voting. 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.
14. Completion of this Form of Proxy will not prevent a shareholder from attending, speaking and voting in person at the General Meeting, or any adjournment thereof. If such shareholder wishes and is entitled to do so.
15. The above is how your address appears on the register of members of the Company. If this information is incorrect please contact the Registrar's helpline on 0800 923 1530 from the UK or +44 117 378 8170 if calling from overseas. Please note that the Registrar cannot provide advice on the merits of the acquisition or the Scheme or give any financial, legal or tax advice.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

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Form of Proxy

Please read the notice of the General Meeting in the Scheme Document and the explanatory notes overleaf before completing this form.

Please use black pen

Name of Proxy

Please complete this box only if you wish to appoint a proxy other than the Chair.

Please leave this box blank if you want to select the Chair.

Do not insert your own name(s).

Number of shares (see Explanatory Note 4)

Please leave this box empty if you wish to appoint a proxy in respect of all your voting entitlement.

I/We hereby appoint the person indicated in the box above or, if not completed, the Chair of the Meeting as my/our proxy to attend, speak and vote in respect of the number of shares indicated in the box above or, if not completed, my/our full voting entitlement* on my/our behalf at the General Meeting of Schroders plc to be held at 1 London Wall Place, London EC2Y 5AU on 16 April 2026 at 12:15 p.m. (or as soon thereafter as the Court Meeting concludes or is postponed).

• For the appointment of more than one proxy, please refer to Explanatory Note 4 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

If you mark more than one box, this Form of Proxy will be invalid.

Special Resolution	For	Against	Vote Withheld
1. For the purposes of giving effect to the Scheme:
(a) to authorise the directors of the Company (or a duly authorised committee thereof) to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect; and	☐	☐	☐
(b) with effect from the passing of this resolution, to amend the articles of association of the Company as set out in the Notice of General Meeting.	☐	☐	☐

If signing under a power of attorney or other authority, please return such power or authority (or a duly certified copy thereof) to the Registrar with this Form of Proxy.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the General Meeting.

Signature

Date

DD / MM / YY

In the case of a corporation, this Form of Proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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Schroders

Attendance Card

Please bring this card with you to the Court Meeting and present it at Shareholder registration/accreditation.

Additional Holders:

By an order dated 11 March 2026 made in the matter of Schroders plc (the "Company"), the Court has granted permission for a meeting of the Scheme Shareholders (as defined in the scheme document of the Company dated 12 March 2026 (the "Scheme Document") to be convened for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme") between the Company and the holders of Scheme Shares (as defined in the Scheme Document) and that such meeting shall be held at 1 London Wall Place, London EC2Y 5AU on 16 April 2026 at 12:00 p.m. (or as soon thereafter as the Company's Annual General Meeting concludes or is postponed) (the "Court Meeting") at which place and time all Scheme Shareholders are requested to attend.

Shareholder Reference Number:

Please detach this portion before posting this Form of Proxy.

Form of Proxy – Court Meeting to be held on 16 April 2026 at 12:00 p.m. (or as soon thereafter as the Company's Annual General Meeting concludes or is postponed)

Cast your Proxy vote online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 921334

SRN:

PIN:

View the Scheme Document online: https://www.schroders.com/nuveenoffer

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrar at:

Computershare Investor Services PLC, The Pavillons, Bridgwater Road, Bristol, BS99 6ZY by 14 April 2026 at 12:00 p.m.

Explanatory Notes:

1. Full details of the resolution to be proposed at the Court Meeting are set out, together with explanatory notes, in the notice of Court Meeting contained in Part 36 of the scheme document of the Company dated 12 March 2026 (the "Scheme Document") Before completing this Form of Proxy, please also read the section entitled "Action to be Taken" set out on pages 10 to 13 of the Scheme Document. Terms defined in the Scheme Document shall apply equally in this Form of Proxy unless the context otherwise requires. References to time in this Form of Proxy are to London time, United Kingdom, unless otherwise stated.
2. Every Scheme Shareholder entitled to attend and vote at the Court Meeting may vote in person at such meeting or they may appoint another person or persons of their choice, who need not be a shareholder of the Company, as their proxy or proxies to exercise all or any of their rights, to attend, speak and vote on their behalf at the Court Meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy in the space provided (see reverse). If returned without an indication as to how the proxy shall vote on the matter, this form shall be invalid. Your proxy will vote as you indicate. For any other business arising at the Court Meeting (including any proper procedural resolution not listed in the notice of the Court Meeting) your proxy will vote at their discretion. As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may vote by one or more corporate representatives appointed in accordance with the Companies Act 2006.
3. To be valid this Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) must be returned to the Company's registrar, Computershare ("Registrar" or "Computershare"), at Computershare Investor Services PLC, The Pavillons, Bridgwater Road, Bristol, BS99 6ZY, either (i) by post or (ii) (during normal business hours only) by hand, to be received not later than 12:00 p.m. on 14 April 2026 or, in the case of an adjournment of the Court Meeting, not later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time appointed for the postponed meeting. However, if not so lodged, this Form of Proxy may be handed to the Chair of the Court Meeting or to the Registrar, on behalf of the Chair of the Court Meeting, before the start of the Court Meeting.
4. Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different Scheme Share or Scheme Shares held by that Scheme Shareholder. To appoint more than one proxy, the Scheme Shares Form of Proxy may be obtained by contacting the Registrar's helpline on 0800 923 1330 from the UK or +44 117 378 8170 from outside the UK or you may photocopy this form. Please indicate in the space provided (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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.
5. This Form of Proxy (i) in the case of an individual must either be signed by the appointer or their attorney; and (ii) in the case of a corporation must be given under its common seal or be signed by an officer or attorney or other person duly authorised.
6. In the case of joint holders, the vote of the senior holder tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
7. Entitlement to attend and vote at the Court Meeting or any adjournment thereof and the number of votes which may be cast thereof will be determined by reference to the register of members of the Company at 6:00 p.m. on 14 April 2026 or, if the Court Meeting is postponed, 6:00 p.m. on the date which is two days (excluding non-working days) before the date fixed for the postponed meeting. Changes to entries on the Company's register of members after the relevant time shall be disregarded in determining the rights of any person to attend and vote at the Court Meeting.
8. Scheme Shareholders who hold Scheme Shares in uncertificated form through CREST 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 (which can be viewed at www.eurodeas.com), CREST Personal Members or other CREST-sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made using CREST to be valid, the appropriate CREST message must be properly authenticated in accordance with Eurodeas's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent, Computershare, (E) number 36490) by 12:00 p.m. on 14 April 2026 or, if the Court Meeting is postponed, at least 48 hours before the start of the postponed meeting (excluding any part of such 48 hour period falling on a non-working day). For this purpose, the time of receipt will be taken to be the time (as determined by the time/early applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
10. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Eurodeas does not make available special procedures in CREST for any particular messages, 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 or her 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. For this purpose, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
11. 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 (SI 2001/3755), as amended from time to time.
12. If you are an institutional investor you may be able to appoint a proxy electronically via the Prosymity platform, a process which has been agreed by the Company and approved by Computershare. For further information regarding Prosymity, please go to www.prosymity.io. Your proxy must be lodged by 12:00 p.m. on 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 Prosymity'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.
13. Completion of this Form of Proxy will not prevent a Scheme Shareholder from attending, speaking and voting in person at the Court Meeting, or any adjournment thereof. If such Scheme Shareholder wishes and is entitled to do so.
14. The above is how your address appears on the register of members of the Company. If this information is incorrect please contact 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 or go to www.investorcentre.co.uk to use the online Investor Centre service.
15. Any alterations made to this form should be included.
16. The Court has appointed Elizabeth Corley or calling her, any other Director of the Company, to act as Chair of the Court Meeting and has directed the Chair to report the result thereof.
17. Where two or more Forms of Proxy are delivered for use in respect of the same shares, the one which has been delivered last (regardless of when it was signed or by what means it was delivered) shall be treated as replacing and revoking the others which have been delivered. If it cannot be determined which Form of Proxy was delivered last, none of the forms shall be treated as valid.
18. You may not use any electronic address provided either in the notice of Court Meeting or any related documents (including this blue Form of Proxy) to communicate with the Company for any reason other than those expressly stated.
19. If you have any questions relating to the Form of Proxy, please telephone the Registrar on 0800 923 1530 from the UK or +44 117 378 8170 if calling from overseas. Please note that the Registrar cannot provide advice on the merits of the acquisition or the Scheme or give any financial, legal or tax advice.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personabied form is not transferable between different: (i) account holders, or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

---

Form of Proxy

Please read the notice of the Court Meeting in the Scheme Document and the explanatory notes overleaf before completing this form.

Please use black pen

Name of Proxy

Please complete this box only if you wish to appoint a proxy other than the Chair.

Please leave this box blank if you want to select the Chair.

Do not insert your own name(s).

Number of shares (see Explanatory Note 4)

Please leave this box empty if you wish to appoint a proxy in respect of all your voting entitlement.

I/We hereby appoint the person indicated in the box above or, if not completed, the Chair of the Meeting as my/our proxy to attend, speak and vote in respect of the number of shares indicated in the box above or, if not completed, my/our full voting entitlement* on my/our behalf at the Court Meeting of Schroders plc to be held at 1 London Wall Place, London EC2Y 5AU on 16 April 2026 at 12:00p.m. (or as soon thereafter as the Company's Annual General meeting concludes or is postponed) and at any adjournment thereof, and to vote for me/us and in my/our name for the Scheme or against the Scheme (with or without any changes, as my/our proxy may approve) as indicated below.

• For the appointment of more than one proxy, please refer to Explanatory Note 4 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please sign ONE of the boxes below in black pen.

IMPORTANT: if you wish to vote FOR the Scheme, sign your name in the box marked "FOR the Scheme", or if you wish to vote AGAINST the Scheme, sign your name in the box marked "AGAINST the Scheme". If you sign in both boxes, or if you do not sign in either, then this Form of Proxy will be invalid.

FOR the Scheme

Signature

AGAINST the Scheme

Signature

Date

If signing under a power of attorney or other authority, please return such power or authority (or a duly certified copy thereof) to the Registrar with this Form of Proxy. I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business other than the resolution to approve the Scheme which may come before the Court Meeting.

If signing on behalf of a company, please enter the company name below in block capitals and state your official capacity

Company Name

Official Capacity

In the case of a corporation, this Form of Proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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