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Form 8.3

Mar 11, 2026 5:40 AM

LONDON--(BUSINESS WIRE)--

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 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.	Trustee is Schroders Employee Benefit Trust Settlor is Schroders plc ( SHNWF ) 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 relates: Use a separate form for each offeror/offeree	Schroders plc ( SHNWF ) as 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: For an opening position disclosure, state the latest practicable date prior to the disclosure	25 February 2026
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	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 ( SHNWF ) 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:
TOTAL:	40,133,049	2.4916

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

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(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

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

Schroders ( SHNWF ) 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

Class of relevant security:	Schroders ( SHNWF ) 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:
TOTAL:	40,133,049	2.4916

Class of relevant security:	Schroders ( SHNWF ) 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:
TOTAL:	40,133,049	2.4916

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.

JLM 25 February 2026

View source version on businesswire.com: https://www.businesswire.com/news/home/20260226783339/en/

Source: Computershare Trustees (Jersey) Limited

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