REG-Computershare Trustees (Jersey) Limited Form 8.3

SchrodersAnnouncement

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Form 8.3

 

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION
 (a) Full name of discloser:                                                      Computershare Trustees (Jersey) Limited as trustee of the Schroders Employee     
                                                                                  Benefit Trust                                                                    
 (b) Owner or controller of interests and short positions disclosed, if           Trustee is Schroders Employee Benefit Trust                                      
 different from 1(a):                                                             
                                                                                
 
                                                                                
                                                                                
 
The naming of nominee or vehicle companies is insufficient. For a trust, the    
                                                                                
 trustee(s), settlor and beneficiaries must be named.                             
Settlor is Schroders plc                                                        
                                                                                  
                                                                                
                                                                                  
                                                                                
                                                                                  
                                                                                
                                                                                  
Beneficiaries are defined in the Trust deed as any Employee or former Employee  
                                                                                  or the spouse, Civil partner, surviving spouse or surviving Civil Partner of     
                                                                                  any Employee or former Employee or the child or stepchild (in each case, under   
                                                                                  the age of 18) of any Employee or former Employee.                               
                                                                                  
                                                                                
                                                                                  
                                                                                
                                                                                  
                                                                                
                                                                                  
Employees are defined as “the employees of a Group Company (including           
                                                                                  executive directors) from time to time”.                                         
                                                                                  
                                                                                
                                                                                  
                                                                                
                                                                                  
                                                                                
                                                                                  
Group means a group within the meaning of section 1261(1) of the Companies Act  
                                                                                  2006 of which the Company is a member and which includes any other body          
                                                                                  corporate which is its Holding Company or Subsidiary and any other body          
                                                                                  corporate which is a Subsidiary of that Holding Company.                         
 (c) Name of offeror/offeree in relation to whose relevant securities this form   Schroders plc as Offeree                                                         
 relates:                                                                                                                                                          
 
                                                                                                                                                                 
 
Use a separate form for each offeror/offeree                                                                                                                     
 (d) If an exempt fund manager connected with an offeror/offeree, state this                                                                                       
 and specify identity of offeror/offeree:                                                                                                                          
 (e) Date position held/dealing undertaken:                                       25 February 2026                                                                 
 
                                                                                                                                                                 
 
For an opening position disclosure, state the latest practicable date prior to                                                                                   
 the disclosure                                                                                                                                                    
 (f) In addition to the company in 1(c) above, is the discloser making            N/A                                                                              
 disclosures in respect of any other party to the offer?                          
                                                                                
 
                                                                                
                                                                                
 
If it is a cash offer or possible cash offer, state “N/A”                                                                                                        


2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any)
 Class of relevant security:                                          Schroders plc Ordinary Shares of 1p each            
 
                                                                                                                        
 
                                                                                                                        
                                                                      Interests                 Short positions           
 
                                                                                                                        
 
                                                                                                                        
                                                                      Number       %            Number       %            
 (1) Relevant securities owned and/or controlled:                     40,133,049   2.4916                                 
 (2) Cash-settled derivatives:                                                                                            
 
                                                                                                                        
 
                                                                                                                        
 (3) Stock-settled derivatives (including options) and agreements to                                                      
 purchase/sell:                                                                                                           
                                                                      40,133,049   2.4916                                 
 
                                                                                                                        
 
TOTAL:                                                                                                                  


All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other
employee options)
 Class of relevant security in relation to which subscription right exists:       
 Details, including nature of the rights concerned and relevant percentages:      


3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales
 Class of relevant security  Purchase/sale  Number of securities  Price per unit  
                             
                                                    
                             
                                                    
                                                                                  
                             
                                                    
                             
                                                    


(b) Cash-settled derivative transactions
 Class of relevant security  Product description  Nature of dealing                                                              Number of reference securities  Price per unit  
                             
                    
                                                                                                                              
                             
e.g. CFD            
e.g. opening/closing a long/short position, increasing/reducing a long/short                                                  
                                                  position                                                                                                                       
                                                                                                                                                                                 
                             
                                                                                                                                                   
                             
                                                                                                                                                   


(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying
 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit  
                                                                                                                                                                                      
                                                                                 
                                                                                                                                                                                      
e.g. American, European etc.                                                     
                                                                                                                                                                                                                                                                        


(ii) Exercise
 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit  
                             
                                                                                                  
                             
e.g. call option                                                                                  
                                                                                                                                
                                                                                                       
                        
                                                                                                       
                        


(d) Other dealings (including subscribing for new securities)
 Class of relevant security                      Nature of dealing                                   Details    Price per unit (if applicable)  
                                                 
                                                                                              
                                                 
e.g. subscription, conversion                                                                 
 Schroders plc Ordinary Shares of 20 pence each  Transfer of shares out to satisfy awards exercised  (273,620)  N/A                             


4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements
 Details of any indemnity or option arrangement, or any agreement or              
 understanding, formal or informal, relating to relevant securities which may     
 be an inducement to deal or refrain from dealing entered into by the person      
 making the disclosure and any party to the offer or any person acting in         
 concert with a party to the offer:                                               
 
                                                                                
 
Irrevocable commitments and letters of intent should not be included. If there  
 are no such agreements, arrangements or understandings, state “none”             
                                                                                  
 
                                                                                
 
                                                                                
 
                                                                                
 
                                                                                


(b) Agreements, arrangements or understandings relating to options or
derivatives
 Details of any agreement, arrangement or understanding, formal or informal,  
 between the person making the disclosure and any other person relating to:   
 
                                                                            
 
(i) the voting rights of any relevant securities under any option; or       
 
                                                                            
 
(ii) the voting rights or future acquisition or disposal of any relevant    
 securities to which any derivative is referenced:                            
 
                                                                            
 
If there are no such agreements, arrangements or understandings, state      
 “none”                                                                       
                                                                              
 
                                                                            
 
                                                                            
 
                                                                            
 
                                                                            


(c) Attachments
 Is a Supplemental Form 8 (Open Positions) attached?  NO  

 Date of disclosure:  26 February 2026  
 Contact name:        Fran Hogan        
 Telephone number*:   +4401534281884    


Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

The Panel’s Market Surveillance Unit is available for consultation in
relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel’s
Market Surveillance Unit.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.thetakeoverpanel.org.uk&esheet=54434368&newsitemid=20260226783339&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=659062d621dac0096dfae5eb40b1424f)
.

JLM 25 February 2026



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