Company Announcements

abrdn plc

Results of Annual General Meeting

and Board Changes

Results of AGM

The Board of abrdn plc ('the Company') is pleased to announce that all the resolutions put to its Annual General Meeting ('AGM') held on Wednesday 10 May 2023 were duly passed.

The results of the polls were as follows:

Resolutions 7D, 9, 10, 11 and 12

The Board is pleased that Resolution 7D, Resolution 9, Resolution 10, Resolution 11 and Resolution 12 were passed by a significant majority of the shareholders who voted, but notes the votes against these resolutions.

In the coming months, we will engage with the major voters against the resolutions to understand the reasons behind their voting.  In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.

Board changes and CFO exit remuneration arrangements

As announced on 28 February 2023 and 9 March 2023 respectively, we confirm that Brian McBride and Stephanie Bruce did not seek re-election and retired from the Board at the conclusion of the meeting.

As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments and related exit terms made to or to be made to Ms Bruce in accordance with her employment contract are set out in the attached Appendix.

Other matters

The total number of shares in issue at 6pm on Tuesday 9 May 2023 was 2,001,892,537 ordinary shares of 13⁶¹/₆₃ pence each.

Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against each resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.

Copies of all resolutions are available for inspection in the AGM Guide previously submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will also be submitted to the National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The AGM Guide and the voting results are also available on the abrdn plc website at www.abrdn.com

11 May 2023

Enquiries:

LEI: OTMBS544NMO7GLCE7H90

Classification: 3.1. Additional regulated information required to be disclosed under the laws of the United Kingdom

Appendix - CFO Exit Remuneration Arrangements

Further to our RNS announcement on 9 March 2023, Stephanie Bruce has stepped down as Chief Financial Officer and as a Director of abrdn plc ('abrdn' or 'the Company') following the conclusion of the 2023 AGM.  As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments and related exit terms (together referred to as 'the Terms') made to or to be made to Ms Bruce are set out below.

The following Terms agreed with Ms Bruce were the subject of careful consideration by the Remuneration Committee and are in line with the Company's Directors' Remuneration Policy ('Policy') which was approved by shareholders at the 2020 AGM.  The Terms are also consistent with the Policy presented and approved at the 2023 AGM:

Salary and benefits

·       12-month notice period commenced on 8 March 2023.

·       Garden leave with effect from 11 May 2023 to 31 December 2023. During this period, salary and contractual benefits are payable.

·       At the end of this period, the Company will make a payment in lieu of notice of basic salary, pension entitlement and contractual benefits, in monthly instalments (subject to mitigation) over the remainder of the contract (being three months and eight days).

·       Employment will, therefore, terminate on 31 December 2023 (the 'Termination Date').

Annual Bonus

·       Eligible for a pro-rated Annual Bonus in respect of the 2023 financial year to reflect the portion of the year prior to the commencement of garden leave (1 January 2023 to 10 May 2023).

·       The Annual Bonus will be determined per the normal timetable and subject to Policy requirements including deferral and the application of malus and clawback.

Share Awards

·       Treated as a good leaver under the abrdn plc Annual Bonus Deferred Share Plan and Long-Term Incentive Plan in accordance with the plan rules, including the application of malus and clawback.

·       Unvested LTIP awards will continue to vest on normal vesting dates and will remain subject to the satisfaction of the relevant performance conditions (measured over the full performance period) and holding periods. All awards will be prorated based on the proportion of the performance period completed to the Termination Date.

·       The Company's post-cessation shareholding requirements apply for a two-year period from the Termination Date.

Other payments

·       Entitled to a capped contribution towards legal fees incurred in connection with these arrangements.

Further information

·       Other than the amounts disclosed above, Ms Bruce is not eligible for any remuneration payments or payments for loss of office.

In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on the Company's website until its next Directors' Remuneration Report is made available.