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.

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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 Wednesday 19 October 2022 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 12 of this document.

COVID-19

At the time of writing (August 2022), the government measures restricting physical public gathering have been removed and as a result we will proceed with an open meeting. However, recognising that some individuals may not be able, or willing, to travel we will be providing dial in facilities details of which will be made available on our website. However, these facilities will not count as attendance in law and so we recommend any shareholders not intending to join in person vote by proxy and appoint the Chair of the meeting as their proxy.

We ask any shareholders who wish to attend in person to notify us by completing and returning the enclosed attendance card to the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA by 11.00am on 17 October 2022

so as to be received not less than 48 hours before the time appointed for holding the AGM.

Given the constantly evolving nature of COVID-19, there is the possibility that we will be required to adapt these arrangements to respond to the UK government guidelines on COVID-19 at short notice. We will continue to monitor the situation and any changes to our AGM arrangements will be notified to you via the issuance of a Regulatory News Service announcement

to the London Stock Exchange and on our website. Please monitor our website for any updates to the arrangements of the AGM at www.hl.co.uk.

DIRECTIONS TO THE VENUE

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

If you would like to listen to the Annual General Meeting proceedings you will find details of how to join remotely 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 Shareholders wishing to vote by proxy are able to do so in accordance with the instructions set out on pages 10 to 12 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 two new Directors during the period under review and one new Director following the year ended 30 June 2022. Penny James joined in September 2021 as a new independent Non-Executive Director with Amy Stirling joining in February 2022 as a new Executive Director and Chief Financial Officer. On 17 June 2022, the Board was pleased to announce the appointment of Darren Pope as a new independent Non- Executive Director with effect from 1 September 2022. You can find more information about their appointment and the skills and experience they bring on pages 12 to 15.

As announced in July 2021, Philip Johnson stepped down from the Board on 31 January 2022. I would like to reiterate, on behalf of the Board, our gratitude to Philip for his dedication and contribution to the Group during his tenure with us.

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.

SHAREHOLDER ENGAGEMENT AND QUESTIONS	Deanna Oppenheimer
If you would like to ask a question of the Board relating to the	Non-Executive Chair
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.

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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, Prince Street, Bristol BS1 4QF on Wednesday 19 October 2022 at 11.00am. You will be asked to consider and vote on the resolutions below. Resolutions 1 to 16 and 18 will be proposed as ordinary resolutions and resolutions 17, 19 and 20 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 2022, 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 27.44 pence per ordinary share, payable on 24 October 2022 to ordinary shareholders whose names appear on the register of members at the close of business on 23 September 2022.

RESOLUTION THREE

Approve Directors' Remuneration Report

To approve the directors' remuneration report as set out on pages 79 to 106 of the annual report for the year ended 30 June 2022.

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-electDeanna 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-electionas Non-ExecutiveChair of the Company.

RESOLUTION SEVEN

Re-election of Christopher Hill - Executive Director To re-electChristopher 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-electionas Chief Executive Officer of the Company.

RESOLUTION EIGHT

Election of Amy Stirling - Executive Director

To elect Amy Stirling 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 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-electAndrea 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-electionas a Non-ExecutiveDirector of the Company.

RESOLUTION THIRTEEN

Re-Election of Moni Mannings - Non-Executive Director To re-electMoni 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-electionas a Non-ExecutiveDirector of the Company.

RESOLUTION FOURTEEN

Re-election of Adrian Collins - Non-IndependentNon-Executive Director

To re-elect Adrian Collins 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 FIFTEEN

Re-election of Penny James - Non-Executive Director

To re-elect Penny James 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 SIXTEEN

Election of Darren Pope- Non-Executive Director

To elect Darren Pope 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.

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SPECIAL BUSINESS

RESOLUTION SEVENTEEN

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
4. 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 EIGHTEEN

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 allotted after this authority has expired and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

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