Hargreaves Lansdown : AGM Notice

HARGREAVES

LANSDOWN PLC NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take you should immediately consult your accountant, solicitor, bank manager, stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 or, if you are not in the United Kingdom, another appropriately authorised independent adviser. If you have sold or transferred all of your ordinary shares in Hargreaves Lansdown plc, please send this document and the accompanying enclosures to the purchaser or transferee or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

1

2

NON-EXECUTIVE CHAIR'S INTRODUCTION

Dear Shareholder,

The Board of Hargreaves Lansdown plc is pleased to serve notice of the Annual General Meeting of Hargreaves Lansdown plc, which will take place at The Bristol Hotel, Prince Street, Bristol BS1 4QF on Friday 15 October 2021 at 11.00am.

The formal notice of the Annual General Meeting is set out on pages 4 to 6 of this document and contains the proposed resolutions on which you are invited to vote. Explanatory notes to the resolutions are set out on pages 7 to 8 of this document.

COVID-19

At the time of writing (August 2021), the government measures restricting physical public gathering have eased and as a result we are cautiously proceeding with an open meeting. However, in order to keep numbers in the meeting venue to a minimum to ensure the smooth running of the AGM in accordance with COVID-19 health and safety requirements we are recommending that shareholders refrain from attending in person or sending their own proxy to vote on their behalf. We therefore recommend that all shareholders vote by proxy and appoint the Chair of the meeting as their proxy.

We will continue to monitor developments closely and if circumstances change such that physical attendance is no longer possible, we will communicate such change through public announcement and publication on our website.

DIRECTIONS TO THE VENUE

Directions to The Bristol Hotel can be found here: www.doylecollection.com/hotels/the-bristol-hotel/contact-us/directions

SHAREHOLDER ENGAGEMENT AND QUESTIONS

If you would like to ask a question of the Board relating to the business of the Annual General Meeting we invite you to send it to our company secretarial team by email to [e-mail]. We will endeavour to respond to all questions asked via email. Answers to common questions asked will also be published on the Company's website. For further information about the process for asking questions please see 'Raising Questions' on page 10.

If you would like to listen to the Annual General Meeting proceedings you will find details of the online and telephone facility we are providing on our website at www.hl.co.uk/investor-relations/agm. Please note that attending via the online or telephone facility does not constitute attendance in law and shareholders will not have the ability to speak, ask questions or vote through that facility.

VOTING AT THE ANNUAL GENERAL MEETING

All shareholders are encouraged to vote by proxy in accordance with the instructions set out on pages 10 to 11 of this document. A form of proxy is enclosed with this document. All votes at the meeting will be on a poll, based on the proxy instructions received.

You may alternatively submit your votes electronically at www.sharevote.co.uk details of which can be found in the form of proxy.

BOARD CHANGES

The Board welcomed three new Directors during the period under review. Andrea Blance and Moni Mannings joined in September 2020 as new independent Non- Executive Directors and Adrian Collins joined in November 2020 as a new Nominated Director. You can find more information about their appointment and the skills and experience they bring on pages 14-15.

On 25 June 2021, the Board was pleased to announce the appointment of Penny James as a new Senior Independent Director with effect from 1 September 2021. This appointment follows the resignation of Shirley Garrood as Senior Independent Director at the end of December 2020. I would like to thank Shirley for her hard work and dedication and wish her well for the future.

As announced in August 2020, Stephen Robertson and Fiona Clutterbuck stepped down from the Board on 8 October 2020. I would like to reiterate, on behalf of the Board, our gratitude to Stephen and Fiona for their dedication and contribution to the Group during their tenure with us.

Finally in July 2021 we announced that Philip Johnson, Chief Financial Officer, had informed the Board of his intention to step down from his position for personal reasons. As a result, the Board has commenced a search process to identify and appoint a successor. Philip will work with Chris Hill, Chief Executive Officer, and the Board to ensure an orderly transition.

RECOMMENDATION

Your Directors consider that the resolutions set out in the Notice of Annual General Meeting are in the best interests of shareholders as a whole and, accordingly, unanimously recommend that shareholders vote in favour of the resolutions, as they intend to do in respect of their own shareholdings.

Deanna Oppenheimer

Non-Executive Chair

3

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("AGM") of Hargreaves Lansdown plc (the "Company") will be held at The Bristol Hotel, Princes Street, Bristol BS1 4QF on Friday 15 October 2021 at 11.00am. You will be asked to consider and vote on the resolutions below. Resolutions 1 to 15 and17 will be proposed as ordinary resolutions and resolutions 16, 18 and 19 will be proposed as special resolutions.

ORDINARY BUSINESS

RESOLUTION ONE

Receive the Directors' Report and Audited Accounts

To receive the audited financial statements of the Company for the year ended 30 June 2021, together with the directors' reports and auditors' report on those financial statements.

RESOLUTION TWO

Approve the final dividend

To declare and pay a final dividend of 26.6 pence per ordinary share, payable on 20 October 2021 to ordinary shareholders whose names appear on the register of members at the close of business on 24 September 2021.

RESOLUTION THREE

Approve Directors' Remuneration Report

To approve the directors' remuneration report as set out on pages 88 to 113 of the annual report for the year ended 30 June 2021.

RESOLUTION FOUR

Re-appointment of Auditors

To re-appoint PricewaterhouseCoopers LLP as auditors to the Company to hold office from this AGM until the conclusion of the next general meeting at which financial statements are laid before the Company.

RESOLUTION FIVE

Auditors' remuneration

To authorise the directors to determine the remuneration of the auditors.

RESOLUTION SIX

Re-election of Deanna Oppenheimer - Non-Executive Chair To re-elect Deanna Oppenheimer as a director, who retires in accordance with Article 86 of the Company's Articles of Association and who, being eligible, offers herself for re-election as Non-Executive Chair of the Company.

RESOLUTION SEVEN

Re-election of Christopher Hill - Executive Director To re-elect Christopher Hill as a director, who retires in accordance with Article 86 of the Company's Articles of Association and who, being eligible, offers himself for re-election as Chief Executive Officer of the Company.

RESOLUTION EIGHT

Re-election of Philip Johnson - Executive Director To re-elect Philip Johnson as a director, who retires in accordance with Article 86 of the Company's Articles of Association and who, being eligible, offers himself for re-election as Chief Financial Officer of the Company.

RESOLUTION NINE

Re-election of Dan Olley - Non-Executive Director

To re-elect Dan Olley as a director, who retires in accordance with Article 86 of the Company's Articles of Association and who, being eligible, offers himself for re-election as a Non-Executive Director of the Company.

RESOLUTION TEN

Re-election of Roger Perkin - Non-Executive Director

To re-elect Roger Perkin as a director, who retires in accordance with Article 86 of the Company's Articles of Association, and who, being eligible, offers himself for re-election as a Non-Executive Director of the Company.

RESOLUTION ELEVEN

Re-election of John Troiano - Non-Executive Director

To re- elect John Troiano as a director who retires in accordance with Article 86 of the Company's Articles of Association, and who, being eligible, offers himself for re-election as a Non-Executive Director of the Company.

RESOLUTION TWELVE

Re-Election of Andrea Blance - Non-Executive Director

To re-elect Andrea Blance as a director, who retires in accordance with Article 86 of the Company's Articles of Association, and who, being eligible, offers herself for re-election as a Non-Executive Director of the Company.

RESOLUTION THIRTEEN

Re-Election of Moni Mannings - Non-Executive Director To re-elect Moni Mannings as a director, who retires in accordance with Article 86 of the Company's Articles of Association, and who, being eligible, offers herself for re-election as a Non-Executive Director of the Company.

RESOLUTION FOURTEEN

Election of Adrian Collins - Non Independent

Non-Executive Director

To elect Adrian Collins as a director, who having been appointed since the last AGM retires in accordance with Article 82 of the Company's Articles of Association and who, being eligible, offers himself for election as a Non-Executive Director of the Company.

RESOLUTION FIFTEEN

Election of Penny James - Non-Executive Director

To elect Penny James as a director, who having been appointed since the last AGM retires in accordance with Article 82 of the Company's Articles of Association and who, being eligible, offers herself for election as a Non-Executive Director of the Company.

4

SPECIAL BUSINESS

RESOLUTION SIXTEEN

Authority to Purchase Own Shares

To consider and, if thought fit, to pass the following resolution, as a special resolution:

THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 (the "Act") to make one or more market purchases (within the meaning of Section 693(4) of the Act) of fully paid ordinary shares of 0.4 pence each in the capital of the Company provided that:

1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 47,431,862;
2. the minimum price which may be paid for any such ordinary share is 0.4 pence per share (exclusive of expenses);
3. the maximum price which may be paid for an ordinary share shall be an amount equal to the higher of (1) 105 % of the average of the market values for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary share is contracted to be purchased; and (2) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out ; and

1. unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next AGM of the Company, but the Company may enter into a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

RESOLUTION SEVENTEEN

Authority to Allot Shares

To consider and, if thought fit, to pass the following resolution, as an ordinary resolution:

THAT, in substitution for all existing authorities, to the extent unused, the directors be and are generally and unconditionally hereby authorised pursuant to Section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company (such shares, and rights to subscribe for or to convert any security into shares in the Company being "relevant securities") up to an aggregate nominal amount of £632,424.83, provided that this authority, unless previously renewed, revoked, varied or extended, shall expire at the conclusion of the next AGM of the Company save that the Company may make an offer or agreement at any time before such expiry which would or might require relevant securities to be

5