Schroders plc

FOR IMMEDIATE RELEASE

12 July 2022

Publication of shareholder circular in connection
with proposed simplification of Company's dual class share structure

Schroders plc (the "Company") has today published a Circular in relation to:

Notice of General Meeting and Class Meeting

For the purposes of approving these proposals, the Circular contains notices for two shareholder meetings each to be held as hybrid meetings on 15 August 2022 at 1 London Wall Place, London, EC2Y 5AU. 

The first is a general meeting of Ordinary Shareholders and will start at 10.30 a.m. The second is a class meeting of Non-Voting Ordinary Shareholders and will start at 11.00 a.m. (or ten minutes after the end of the general meeting, whichever is later). The latest time to submit forms of proxy for the shareholder meetings is 11.00 a.m. on 11 August 2022.

Expected timing and cancellation of listing of Non-Voting Ordinary Shares

If the proposals are approved by the Company's Shareholders, it is expected that the Enfranchisement, Compensatory Bonus Issue and Sub-Division will become effective on 19 September 2022, with dealings in the New Ordinary Shares also starting from 8.00 a.m. on that day.

Pursuant to Listing Rule 5.2.8, the Company hereby gives notice that, subject to receipt of shareholder approval for the relevant resolutions, the Company intends to apply for the listing of its entire class of Non-Voting Ordinary Shares on the Financial Conduct Authority's Official List to be cancelled with effect from 8.00 a.m. on 19 September 2022.

Additional information

The Circular and associated documents have been submitted to the FCA's National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular and associated documents will also be available on the Company's website at www.schroders.com/shareholdermeetings.

The expected timetable of key events is set out below, and fuller details of the proposal are set out in the Circular. All capitalised terms used in this announcement have the same meaning as in the Circular, unless otherwise stated.

Expected Timetable

¹ Entitlement to vote at the General Meeting by appointing a proxy, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company's register of members at 6.00 p.m. on 11 August 2022 or, if the General Meeting is adjourned, not later than 48 business hours before the time appointed for the adjourned meeting (as the case may be). In each case, changes to the register of members after the relevant deadline shall be disregarded.

² Entitlement to vote at the Class Meeting by appointing a proxy, and the number of votes which may be cast at the Class Meeting, will be determined by reference to the Company's register of members at 6.00 p.m. on 11 August 2022 or, if the Class Meeting is adjourned, not later than 48 business hours before the time appointed for the adjourned meeting (as the case may be). In each case, changes to the register of members after the relevant deadline shall be disregarded.

³ Unless the counterparties specifically agree otherwise, a buyer of Ordinary Shares ahead of the Compensatory Bonus Issue Ex-Date will assume the benefit to the Bonus Issue Shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Record Date.

Enquiries:

This announcement does not constitute an invitation to participate in the Compensatory Bonus Issue or any share buyback pursuant to the Buyback Authority in or from any jurisdiction in or from which, or to or from which, it is unlawful to make such offer under applicable securities laws or otherwise or where such offer would require a prospectus to be published. Neither this announcement, nor the Circular or any other announcement issued in connection with proposals in the Circular, may be issued or distributed to any person except under circumstances which do not constitute an offer to the public under applicable securities laws.