Abrdn : AGM Guide 2024

AGM guide 2024

Notice of 2024 Annual General Meeting

The 2024 Annual General Meeting ('AGM') of abrdn plc (the 'Company') will be held at the Assembly Rooms, 54 George Street, Edinburgh EH2 2LR on Wednesday 24 April 2024 at 2pm and online via an electronic meeting platform.

This AGM guide is important and requires your immediate attention.

If you are not sure what action to take, you should ask an appropriate independent adviser who is authorised under the United Kingdom Financial Services and Markets Act 2000 (or, if you are resident outside the United Kingdom, another appropriately qualified independent adviser).

If you have sold or transferred all of your shares in abrdn plc, please send this AGM guide and any documents that came with it as soon as possible to the purchaser or transferee, or to the stockbroker or other agent who helped you with the sale or transfer, so that they can forward them to the purchaser or transferee.

abrdn.com

Contents

Welcome to the Meeting	2
Online user guide	3
Notice of Annual General Meeting	4
The resolutions explained	8
Directors standing for re-election	13
Director standing for election	17
Appendix 1 - Summary of the main terms
of the abrdn Sharesave Plan	18
Appendix 2 - Summary of the main terms
of the abrdn plc (Employee) Share Plan	20
Appendix 3 - Summary of the principal
terms of the abrdn plc Executive
Long Term Incentive Plan 2024	23
Voting information	27
About the meeting	31
How to get there	32
Contact details	32

Welcome to the meeting…

The meeting

Shareholders can attend the meeting in person at the Assembly Rooms or join the meeting electronically. The Meeting will begin at 2pm on Wednesday 24 April 2024. Join electronically from 1pm.

Shareholders planning to attend electronically should refer to the AGM online user guide on page 3 for details of the electronic attendance arrangements, including how to vote and ask questions.

Questions

Shareholders can submit questions in advance or during the meeting, in person or via the online platform. These questions should only relate to the business of the meeting. The Board will answer as many questions as is practical during the meeting.

Questions in advance of the meeting can be submitted from 2pm on Monday 15 April 2024 until 2pm on Monday 22 April 2024 using web.lumiagm.com/134-578-512 These questions will not be answered ahead of the AGM but will be collated to be answered during the Question-and-Answer session.

Important information

Our corporate website is the principal means we use to communicate with our shareholders. You can view more information and the documents referenced in this AGM guide, including the Annual Report at abrdn.com/agm

Voting at the AGM

Your vote is important. We encourage all our shareholders to vote in advance by appointing a proxy. You can still attend and vote at the meeting, in person or electronically, even if you have submitted your proxy voting instructions. Our share registrar, Equiniti, must receive online or postal proxy appointments and voting instructions by 2pm (UK time) on Monday 22 April 2024 at the latest to ensure that all shareholder votes are counted.

Voting on all resolutions on the day of the AGM will be by way of a poll. If you vote at the meeting, and you have already submitted proxy voting instructions, your vote at the meeting will count.

Please read the 'Voting information' section of this AGM guide and your voting form to find out:

. how to vote

. how to appoint a proxy to attend the AGM on your behalf

. other information about the AGM

For questions on the day of the meeting, the online platform will open one hour prior to the start of the meeting for shareholders joining electronically and questions can be submitted from this point up until close of the Question-and-Answer session.

Agenda

Introduction

The Chairman will introduce the Directors and outline the business of the AGM.

Presentations and Question-and-Answer session

The Chairman and the Chief Executive Officer will review your business and provide an overview of abrdn's plans for 2024. After this, there will be an opportunity to ask questions.

Voting and Resolutions

You will be asked to consider and vote on a number of resolutions and they are listed in full on pages 4 to 6. To help make things clearer, there is an explanation of each resolution from the Chairman on pages 8 to 12.

2	AGM guide 2024

AGM online user guide

Meeting access

Shareholders can participate in the meeting electronically, via web.lumiagm.com/134-578-512 This can be accessed online using the latest version of Chrome, Firefox, Edge and Safari.

Access to the online platform will be available one hour prior to the start of the meeting for shareholders who wish to join electronically. If you experience any difficulties accessing the platform, please call abrdn Shareholder Services. Contact details are on the back page of this AGM guide.

On accessing the meeting platform, you will be asked if you are a shareholder or a guest.

. For shareholders, select the 'I am a Shareholder' option, you will then be prompted to enter your unique Shareholder Reference Number (SRN) and PIN. Your PIN is the first two and last two digits of your SRN.

. For guests, select the 'I am a Guest' option and enter the requested information.

You can find your SRN on any documents we have sent you and online in your share portal account. If you are still unable to find your SRN, please call abrdn Shareholder Services who will be able to help. It is advisable to locate your SRN as early as possible to avoid any delay in accessing the meeting. Contact details are on the back page of this AGM guide.

Broadcast

Once logged in, and at the commencement of the meeting, you will be able to follow the proceedings on your device.

Voting

Once the Chairman has formally opened voting, the list of resolutions will automatically appear on your screen. Select the option that corresponds with how you wish to vote. Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button.

To vote on all resolutions displayed, select the 'vote all' option at the top of the screen.

To change your vote, reselect your choice. To cancel your vote, select the 'cancel' button. You will be able to do this at any time whilst the poll remains open and before the Chairman announces its closure.

Questions

Questions in advance of the meeting can be submitted from 2pm on Monday 15 April 2024 until 2pm on Monday 22 April 2024 using web.lumiagm.com/134-578-512 These questions will not be answered ahead of the AGM but will be collated to be answered during the Question-and-Answer session.

On the day of the meeting, access to the online platform will be available one hour prior to the start of the meeting.

You will need your unique SRN and PIN. Your PIN is the first two and last two digits of your SRN. Written questions can be submitted by selecting the messaging icon from within the navigation bar at the top of the screen and typing your question in the 'Ask a question box'. To submit your question, select the arrow icon to the right of the text box.

Copies of questions you have submitted can be viewed by selecting 'My Messages'.

These questions should only relate to the business of the meeting. The Board will answer as many questions as is practical during the meeting.

Requirements

An active internet connection is always required to allow you to cast your vote when the poll opens, submit questions and view the broadcast. It is your responsibility to ensure you remain connected for the duration of the meeting.

As well as having the latest version of Chrome, Firefox, Edge or Safari installed, users are advised to ensure their device is up to date with the latest operating system software release.

Proxies and Corporate Representatives

If you plan to participate in the meeting as a proxy or corporate representative, please contact abrdn Shareholder Services. Your unique SRN and PIN, which is required to access the meeting, will be provided once a valid proxy appointment or letter of representation has been received. It is advisable to get in touch as early as possible to avoid any delay which may affect your access to the meeting. Contact details are on the back page of this AGM guide.

AGM guide 2024

3

Notice of Annual General Meeting

Notice is hereby given that the 2024 Annual General Meeting of the shareholders of abrdn plc (the 'Company') will take place at the Assembly Rooms, 54 George Street, Edinburgh EH2 2LR on Wednesday 24 April 2024 at 2pm to consider and, if thought fit, to pass the resolutions set out on the following pages, of which resolutions 1 to 9, 12 and 15 to 17 will be proposed as ordinary resolutions and resolutions 10, 11, 13 and 14 will be proposed as special resolutions.

1. To receive and consider the accounts for the year to 31 December 2023, together with the reports of the
   Directors and of the auditors on those accounts.
2. To declare a final dividend of 7.30 pence per ordinary share in respect of the year to 31 December 2023.
3. To re-appoint KPMG LLP as auditors of the Company until the conclusion of the next annual general meeting of the Company.
4. To authorise the audit committee of the Company to set the fees of the auditors for the year to 31 December 2024 for and on behalf of the board of directors of the Company.
5. To approve the Directors' remuneration report for the year to 31 December 2023, set out on pages 115 to 134 of the annual report and accounts 2023.
6. By separate resolutions, to re-elect the following as
   Directors of the Company:
   6A. Sir Douglas Flint CBE
   6B. Jonathan Asquith
   6C. Stephen Bird
   6D. John Devine
   6E. Hannah Grove
   6F. Pam Kaur
   6G. Michael O'Brien
   6H. Cathleen Raffaeli
7. To elect Jason Windsor as Director of the Company.
8. In accordance with sections 366 and 367 of the
   Companies Act 2006 (the 'Act'), to authorise the
   Company and all companies that are subsidiaries of the Company at the time at which this resolution is passed or at any time during the period for which this resolution has effect to:
9. 1. make political donations to political parties or independent election candidates, as defined in sections 363 and 364 of the Act, not exceeding in aggregate £100,000;
   2. make political donations to political organisations other than political parties, as defined in sections
      363 and 364 of the Act, not exceeding in aggregate £100,000; and
   3. incur political expenditure, as defined in section 365 of the Act, not exceeding in aggregate £100,000;

during the period beginning with the date on which this resolution is passed and ending at the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling

15 months after the date on which this resolution is passed), provided that each authorised sum referred to in paragraphs i., ii. and iii. above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds Sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company (or its subsidiary, as the case may be) enters into any contract or undertaking in relation to the same.

1. To authorise the Directors (including a duly authorised committee thereof) generally and unconditionally pursuant to section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £25,711,933 provided that this authority shall (unless previously renewed, revoked or varied by the Company in general meeting) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.
2. To authorise the Directors (including a duly authorised committee thereof) to: (a) allot equity securities (as defined in section 560 of the Companies Act 2006 (the 'Act')) for cash pursuant to the authority conferred by resolution 9; and/or (b) sell ordinary shares held by the
   Company as treasury shares for cash, in each case as if section 561(1) of the Act did not apply to any such allotment and/or sale, provided that this power shall be limited to:

4	AGM guide 2024

1. the allotment of equity securities and/or sale of treasury shares in connection with a rights issue, open offer or any other pre-emptive offer:
2. 1. to holders of ordinary shares (excluding any holder of shares held as treasury shares) in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities (excluding any holder of shares held as treasury shares), as required by the rights of those securities, or as the Directors otherwise consider necessary,

subject, in either case, to such exclusions or other arrangements as the Directors (including a duly authorised committee thereof) may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in any territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

1. the allotment (otherwise than pursuant to sub-paragraph i.) of equity securities up to an aggregate nominal amount of £12,855,966

provided that this authority shall expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry, and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

11. To authorise the Company generally and unconditionally for the purposes of section 701 of the Companies Act 2006 (the 'Act') to make market purchases, within the meaning of section 693(4) of the

Act, of its own ordinary shares, subject to the following conditions:

1. the maximum number of such ordinary shares hereby authorised to be purchased is 92,037,035;
2. the maximum price, exclusive of expenses, which may be paid for any such ordinary share is the higher of:
3. 1. 5% above the average of the middle market quotations for the ordinary shares in the Company as derived from the London Stock
      Exchange Daily Official List for the five business days immediately preceding the date on which such ordinary shares are contracted to be purchased; and
   2. the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Daily Official List at the time the purchase is carried out;

1. the minimum price, exclusive of expenses, which may be paid for any such ordinary share is the nominal price of that share; and
2. such authority shall (unless renewed prior to such time) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, enter into
   a contract or contracts to purchase its ordinary shares which would or might be completed wholly or partly after such expiry and may purchase its ordinary shares in pursuance of any such contract or contracts as if the authority conferred by this resolution had not expired.

12. To authorise the Directors (including a duly authorised committee thereof) generally and unconditionally pursuant to section 551 of the Companies Act 2006

(the 'Act') to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

1. up to a maximum aggregate nominal amount of £25,711,933 in relation to any issue by the Company of Convertible Bonds that automatically convert into or are exchanged for shares in the Company in prescribed circumstances where the Directors consider that such an issuance of Convertible Bonds would be desirable in connection with, or for the purposes of complying with or maintaining compliance with, the regulatory capital requirements and targets applicable to the Company and/or the Group from time to time; and
2. subject to applicable law and regulation, at such allotment, subscription or conversion prices (or such maximum or minimum allotment, subscription or conversion prices or using such allotment, subscription or conversion methodologies) as may be determined by the Directors from time to time.

This authority shall apply in addition to all other authorities granted pursuant to section 551 of the Act (including any authority granted pursuant to resolution 9, if passed) and shall (unless previously renewed, revoked or varied by the Company in general meeting) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

AGM guide 2024

5

1. To authorise the Directors (including a duly authorised committee thereof), subject to and conditional on the passing of resolution 12, to allot equity securities
   (as defined in section 560 of the Companies Act 2006 (the 'Act')) for cash pursuant to the authority conferred by resolution 12 as if section 561(1) of the Act did not apply to any such allotment.
   This authority shall apply in addition to any authority granted pursuant to resolution 10, if passed, and shall (unless previously renewed, revoked or varied by the
   Company in general meeting) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling
   15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.
2. To authorise and approve that a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
3. To approve the renewal of the rules of the abrdn
   Sharesave Plan ('Sharesave'), a copy of which has been produced to the meeting and initialled by the
   Company Secretary for the purpose of identification and the principal terms of which are summarised in Appendix 1 to this AGM guide, and that the Directors
   (including a duly authorised committee thereof) be and are generally authorised to:
4. 1. continue to do all things necessary or expedient to operate the Sharesave; and
   2. adopt sub plans based on the Sharesave but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the Sharesave.
5. To approve the renewal of the rules of the abrdn plc
   (Employee) Share Plan ('ESP'), a copy of which has been produced to the meeting and initialled by the
   Company Secretary for the purpose of identification and the principal terms of which are summarised in Appendix 2 to this AGM guide, and that the Directors
   (including a duly authorised committee thereof) be and are generally authorised to:
6. 1. continue to do all things necessary or expedient to operate the ESP; and
   2. adopt sub plans based on the ESP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the ESP.

17. To approve the rules of the abrdn plc Executive Long Term Incentive Plan 2024 (the 'New LTIP'), a copy of which is produced to the meeting and initialled by the

Company Secretary for the purposes of identification and the principal terms of which are summarised in Appendix 3 to this AGM guide, and that the Directors

(including a duly authorised committee thereof) be and are generally authorised to:

1. do all acts and things necessary to establish and carry the New LTIP into effect; and
2. adopt sub plans based on the New LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the
   New LTIP.

By Order of the Board

Julian Baddeley

Company Secretary

20 March 2024

Notes:

1. To be entitled to attend and vote at the AGM (and for the purpose of determination by abrdn of the votes they may cast), shareholders and abrdn Share Account members must be on the abrdn register or abrdn Share
   Account register at 6pm (UK time) on 22 April 2024 or, if the AGM is adjourned, at 6pm on the date which is two days (excluding any part of a day that is a non-Business
   Day) before the time of the adjourned meeting.
   Changes to the abrdn register or the register for the abrdn Share Account after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
2. Shareholders may appoint another person (a 'proxy') to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. 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 does not need to be a shareholder in the Company. If you do not submit an online proxy voting instruction or you do not complete and return a paper voting form nominating a proxy
   so that Equiniti Limited receives it no later than 2pm
   (UK time) on Monday 22 April 2024, then your vote will not count. If the AGM is adjourned, your vote will not count if your voting instructions are not received at least
   48 hours before the time of the adjourned meeting. To be valid, any proxy appointment must be received no later than 2pm (UK time) on 22 April 2024.

6	AGM guide 2024

1. A voting form which may be completed either online or in paper form, and which may be used to make a proxy appointment and give voting instructions, has been provided to you along with this notice. In order for such appointment to be made and/or instructions given using the CREST electronic proxy appointment service, 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. If you are an institutional investor you may be able to appoint a proxy for the AGM, or any adjournment thereof, electronically via the Proxymity platform, a process which has been agreed by the
   Company and approved by Equiniti. For further information regarding Proxymity, please go to proxymity.io
2. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act
   2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between such Nominated Person and the shareholder by whom such Nominated Person was nominated, have a right to be appointed
   (or to have someone else appointed) as a proxy of such shareholder for the AGM. A Nominated Person who has no, or does not wish to exercise, such proxy appointment right may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
3. Nominated Persons may have a right to be appointed
   (or have someone else appointed) as a proxy in the circumstances set out in Note d. The statement of the rights of shareholders in relation to the appointment of proxies in Note b. does not apply to Nominated Persons.
4. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act
   2006 (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 auditors' 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 meeting at which annual accounts and reports were laid in accordance with section 437 of the
   Act. 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 auditors 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.

1. Shareholders have the right to request the Company to (i.) circulate, to those entitled to receive this notice, additional resolutions to be voted on at the meeting and (ii.) include other matters in the business to be dealt with at the AGM, if the shareholders meet the requirements set out in sections 338 and 338A of the
   Companies Act 2006. The Company may refuse to circulate a proposed resolution, or to include an additional matter of business, if it is considered by the Company to be defamatory, frivolous or vexatious or, in the case of a resolution, if it would be ineffective for any reason (for example, it is inconsistent with law or the Company's constitution). A request may be in electronic or paper form. It must state the proposed resolution or the additional matter of business, be authorised by the shareholders making it and be received by the Company no later than the time at which notice is given of the AGM. A request for a matter to be included in the business of the meeting must also be accompanied by a statement setting out the grounds for the request.
2. On 29 February 2024 - the latest practical business day before the printing of the Notice of Annual General Meeting - the Company's issued share capital consisted of 1,840,740,709 ordinary shares, carrying one vote each. No shares were held in treasury.
   Therefore, the total voting rights in the Company as at 29 February 2024 were 1,840,740,709.
3. Any shareholder (or their appointed proxy) attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (i.) to do so would interfere unduly with the preparation for the AGM 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.
   For our 2024 AGM, shareholders can submit questions in advance or during the meeting, in person or via the online platform. These questions should only relate to the business of the meeting. The Board will answer as many questions as is practical during the meeting.
   Questions in advance of the meeting can be submitted from 2pm on Monday 15 April 2024 until 2pm on Monday 22 April 2024 using web.lumiagm.com/134-578-512 These questions will not be answered ahead of the AGM but will be collated to be answered during the
   Question-and-Answer session.
   For questions on the day of the meeting, the online platform will open one hour prior to the start of the meeting and questions can be submitted from this point up until close of the Question-and-Answer session. For more information, please read the AGM online user guide on page 3.
4. A copy of the Notice of Annual General Meeting, and other information required by section 311A of the Companies Act 2006, can be found atabrdn.com/agm

AGM guide 2024

7

The resolutions explained

The resolutions that we are asking you to vote on are written in a way that makes them legally valid. To help make things clearer, we have explained each resolution here. The Directors consider all the resolutions to be in the best interests of the Company and our shareholders as a whole. They unanimously recommend that shareholders vote in favour of them.

At last year's AGM, a number of resolutions received less than 80% of votes cast in favour of the resolution. The results of the vote were primarily driven by a small number of shareholders, and the significant majority of shareholders who voted did so in favour of the resolutions. Following the AGM, Jonathan Asquith, abrdn's Senior Independent Director, and I met with shareholders representing more than 80% of the shares voted against the five resolutions, to understand their views.

The resolution to re-elect Catherine Bradley CBE as a Director received 75.89% of votes in favour. One major shareholder applies more stringent requirements than prevailing proxy advisor guidelines in relation to the number of external mandates held, and the number of external mandates held by each Director are within the requirements of the proxy advisor guidelines and in line with market practice. As noted, Catherine has decided not to stand for re-election at the 2024 AGM.

The other resolutions which received less than 80% of votes cast in favour of them related to authority to allot shares, disapply pre-emption rights, buy back issued ordinary shares, and to allot shares in relation to the issuance of Convertible Bonds. The key area of concern cited by shareholders voting against the resolutions related to shareholder dilution and, in relation to share buybacks, shareholdings breaching certain thresholds. While the majority of our shareholders are supportive of the authorities sought, the Board have recognised shareholders' concerns and reduced the percentages of the authorities sought under resolutions 9, 11 and 12 to reflect the feedback received.

If you have any questions about the resolutions, please contact us using the details on the back page of this AGM guide.

Sir Douglas Flint

Chairman

Ordinary resolutions and special resolutions

There are two kinds of resolutions for you to vote on: ordinary resolutions and special resolutions. The main difference between these is the percentage of votes needed to approve them.

For an ordinary resolution to be passed, more than 50% of the votes on it must be in favour. For a special resolution to be passed, 75% or more of the votes on it must be in favour.

All votes at the AGM will be taken on a poll, rather than on a show of hands. This means that every share voted will count whether you complete and submit your voting form online, by post or vote in person or electronically at the AGM. We think that this is the fairest way to count votes, for all our shareholders.

Resolution 1 - ordinary resolution:

Resolution 2 - ordinary resolution:

To receive and consider the annual report and accounts 2023

The directors of a company usually present each year's annual report and accounts at the AGM. You can go online at abrdn.com/agm to read our annual report and accounts 2023 and our strategic report and financial highlights

2023 document which contains a summary of the most important financial figures.

At the AGM, we will be asking you formally to receive and consider the annual report and accounts 2023, including the reports of the Directors and of the auditors on the accounts.

To declare a final dividend for 2023

The Directors recommend that a final dividend is paid to shareholders. We will be asking you to approve this proposed final dividend payment for 2023 of 7.30 pence on each ordinary share.

If approved at the AGM, we plan to pay the final dividend on 30 April 2024 to shareholders whose names were on the register at close of business on 15 March 2024.

8	AGM guide 2024

Resolution 3 - ordinary resolution:

To re-appoint KPMG LLP as auditors

We have to appoint auditors at every general meeting where we present accounts to shareholders. The auditors' appointment usually lasts from one AGM until the end of the following year's AGM.

We will be asking you to re-appoint KPMG LLP as our auditors until the end of our next AGM. The audit was last subject to a tender for the financial year ended 31 December 2017. The audit for the year ended

31 December 2023 is therefore KPMG LLP's 7th year as auditor.

Resolution 4 - ordinary resolution:

To authorise the audit committee to set the auditors' fees

It is now usual for the audit committee of a company to be authorised to agree the auditors' fees for and on behalf of the board of directors of the relevant company.

We will be asking you to authorise the audit committee of the Company to set the auditors' fees for 2024 for and on behalf of the Board.

Resolution 5 - ordinary resolution:

To approve the Directors' remuneration report

The Directors' remuneration report, setting out how much each Director received in pay and benefits in 2023, is on pages 115 to 134 of the annual report and accounts 2023.

In this resolution, we ask you to approve all parts of this report. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.

Resolutions 6 A, B, C, D, E, F, G and H - ordinary resolutions:

Individual re-election of Directors

The UK Corporate Governance Code recommends that all directors of FTSE 350 companies stand for annual election by shareholders. In line with this, all of our Directors will be retiring at this year's AGM and all will be standing for re-election, other than Catherine Bradley who will step down from the Board at the end of the AGM.

The Directors' biographies and highlights of each Director's contribution to the Company are on pages 13 to 16 of this AGM guide.

In relation to the proposed re-election of our Directors,

I would like to take this opportunity, as Chairman and as

is recommended by the UK Corporate Governance Code, to confirm that the information on pages 13 to 16 sets out the specific reasons why each Director's contribution is,

and continues to be, important to the Company's long-term sustainable success and that formal performance evaluations have again been undertaken for each of our executives and non-executives in relation to fulfilment of their duties as directors. These evaluations show that the performance of each Director continues to be effective. The Directors have all demonstrated commitment to their roles, they have participated meaningfully and significantly as Directors and I have no doubt that they will continue to do so.

In relation to my own re-election,I am very pleased to report that our Senior Independent Director, Jonathan Asquith, has confirmed that my formal performance evaluation shows that my performance also meets the criteria of the UK Corporate Governance Code described above.

Resolution 7 - ordinary resolution:

Individual election of a Director

We will be asking you to vote to elect Jason Windsor as Director of the Company. Jason was appointed as Chief Financial Officer of the Company with effect from October 2023. As Jason was appointed after our last AGM, he will be standing for election at the 2024 AGM.

His biography is on page 17 of this AGM guide. The information on page 17 sets out the specific reasons why Jason's contribution is, and continues to be, important to the Company's long-term sustainable success.

Resolution 8 - ordinary resolution:

To provide limited authority to the Company and its subsidiaries to make political donations and to incur political expenditure

The Company has a long-standing policy not to make donations to political parties or election candidates. As detailed in our annual reports and accounts,

the Company has not made any political donations since it first listed and we do not intend to change this.

But the law in the Companies Act 2006 is very broadly drafted and says that UK companies cannot incur any 'political expenditure' or make any 'political donations' to political organisations, parties or independent election candidates without shareholder approval. It is so broad that it could cover normal business activities in certain circumstances. For example, it could include the funding of seminars and other functions that politicians may be invited to and supporting organisations that are involved in policy review and law reform.

If we did fail to comply with these laws the consequences would be serious. So we are asking for your authority

as a precaution, to prevent unintentional breach of the legislation.

AGM guide 2024

9

Resolution 9 - ordinary resolution:

To authorise the Directors to issue further shares

The Directors are committed to managing the Company's share capital effectively. Issuing shares is one of the options they review from time to time. Most listed companies renew their directors' authority to issue shares at each AGM. This gives shareholders the chance to approve the authority regularly. It also takes account of changes in the issued share capital since the last AGM.

We will be asking you to authorise the Directors to issue extra shares up to a total nominal amount of £25,711,933. This represents up to 184,074,070 shares and 10% of our total issued share capital (rounded down to the nearest whole number) as at 29 February 2024. This authority will expire at the end of the AGM in 2025 (or 15 months after the date this resolution is passed, if that is earlier), unless it is renewed, revoked or varied before that time. The Directors do not currently intend to use the authority except to issue shares to Group employees in line with the terms of the abrdn plc (Employee) Share Plan.

Resolution 10 - special resolution:

To disapply share pre-emption rights

If shares are being issued for cash, the Companies Act 2006 says that those shares have to be offered to existing shareholders first, in proportion to the number of shares they already hold. This is called a pre-emption right. There may be times when it is in the Company's best interests for the Directors to issue shares in another way.

We are asking you to authorise the Directors to do this, up to a maximum total nominal amount of £12,855,966. This represents 5% of our total issued share capital (rounded down to the nearest whole number) as at 29 February 2024. We are also asking you to authorise the Directors to make some other adjustments that may be made for technical reasons in connection with rights issues or other pre-emptive issues.

The Company has no shares in treasury and currently has no intention to hold shares in treasury. The right to sell shares held in treasury is merely intended to provide flexibility should the need arise.

Resolution 11 - special resolution:

To give authority for the Company to buy back up to 5% of its issued ordinary shares

The Directors are committed to managing the Company's share capital effectively. Buying back some of the Company's shares is one of the options they review from time to time. The Directors will exercise the authority to make market purchases of the Company's own shares only when to do so would be in the best interest of the Company and of its shareholders generally and would lead to an increase in the Company's earnings per share.

This resolution is included to give flexibility to the Directors:

. when deciding on the most appropriate method and timing of any such return, and

. when managing the Company's share capital more generally. The Company continues to monitor opportunities to sell down its stakes in listed companies in order to generate capital. Following such sales,

the Board intends to use the authority granted by this resolution to return a significant proportion of the capital generated to shareholders.

If the Company did buy back any of its own shares on the market, it would be on these terms:

. The maximum number of ordinary shares we can buy is 92,037,035. This represents 5% of our total issued share capital (rounded down to the nearest whole number) as at 29 February 2024.

. The maximum price (not including expenses) we can pay for each share is the higher of:

• 5% above the average middle market price of the share. This is based on the London Stock Exchange Daily Official List for the five business days immediately before the day we formally agree to buy the shares, and
• the higher of the price of the last independent trade and the highest independent bid price taken from the
  London Stock Exchange Daily Official List at the time we buy the shares.

. The lowest price (not including expenses) we can pay for each share is the nominal value of those shares.

. The authorisation will last until our next AGM or for

15 months from the date this resolution is passed, if that is earlier.

. If we agree to buy back shares before this authority expires, the purchase may be completed after the authority expires.

. Any shares we buy under this authority may either be cancelled or held in treasury. Treasury shares can be cancelled by the Company, sold for cash or used for the purposes of an employee share scheme. No dividends are paid on shares held as treasury shares, and they do not have any voting rights.

10	AGM guide 2024