Strategic report Governance Financial statements Other information DIRECTORS’ REPORT CONTINUED The Company is not aware of any agreements between the Hargreaves Lansdown Trustee Company Limited (the SIP Trustee) Shareholder Agreement holders of ordinary shares that may restrict their transfer or the holds ordinary shares in the Company in trust under the terms of The Company announced on 7 February 2020 that, following an voting rights attaching to them. the Hargreaves Lansdown plc Share Incentive Plan (the SIP) to accelerated bookbuild offering, Peter Hargreaves had reduced his None of the Company’s ordinary shares carry any special rights satisfy the exercise of options granted to the Group’s employees shareholding to 24.35% and therefore ceased to be a controlling regarding control of the Company. under the SIP. Save where the Company notifies it that such waiver shareholder of the Company. Peter Hargreaves has continued to does not apply, the SIP Trustee must refrain from exercising the reduce his shareholding and now holds 19.78%. Authority to allot or buy back shares voting rights attaching to ordinary shares held in the SIP trust that In October 2020 the Board announced that in order to reflect Peter The Company was granted authority at the 2020 AGM to purchase have been allocated to employees. The SIP Trustee has no express Hargreaves’ continuing interest in the Company whilst respecting in the market its own shares up to an aggregate nominal value of power under the terms of the SIP to exercise voting rights the strong independent governance principles of the Board, the 10% of its issued ordinary share capital. No shares were purchased attaching to ordinary shares held in the SIP trust that have not Company had agreed with Peter to enter into a new shareholder under this authority in the year to 30 June 2021 and up to the date been allocated to employees. As at 30 June 2021, the SIP Trustee agreement (the Agreement) to govern their ongoing relationship. of this report. This authority expires at the end of the 2021 AGM, held 224,910 ordinary shares, equating to approximately 0.05% of Pursuant to the Agreement, Peter Hargreaves is entitled to at which a special resolution will be proposed for its renewal. This is the Company’s issued ordinary share capital. nominate one non-independent, Non-Executive Director for a standard authority that the Directors have no present intention Substantial shareholdings appointment to the Board, subject to the applicable regulatory and of exercising. Notifications received by the Company in accordance with DTR 5 governance framework that is observed by the Company. Peter The Directors were granted authority at the 2020 AGM to allot are published on a Regulatory Information Service and on the Hargreaves exercised this right and Adrian Collins was appointed to relevant securities up to an aggregate nominal amount of Company’s website. As at 30 June 2021, the Company had been the Board on 2 November 2020. This Agreement and nomination £632,424.83, representing approximately one third of the advised of the following voting interests in the Company’s ordinary right shall remain in place for so long as Peter and his Associates’ Company’s issued ordinary share capital. No shares were allotted shares amounting to more than 3% of the Company’s issued share (as such term is defined in the Listing Rules) control or are entitled under this authority in the year to 30 June 2021 and up to the date capital. to control the exercise of at least 10 per cent of the Company’s of this report. This authority expires at the end of the 2021 AGM, at voting rights. which an ordinary resolution will be proposed for its renewal. This is Name Ordinary shares Percentage holding a standard authority that the Directors have no present intention Peter Hargreaves 93,838,474 19.78% The Agreement intends to ensure that any transactions or of exercising. arrangements with him are conducted at arm’s length and on Lindsell Train Limited 66,332,279 13.99% commercial terms, and that neither he nor his associates would Shares held in trust for employee share schemes Stephen Lansdown 27,087,419 5.71% prevent the Company complying with its obligations under the Hargreaves Lansdown EBT Trustees Limited (the EBT Trustee) Baillie Gifford 23,888,812 5.04% Listing Rules or propose or procure a shareholder resolution holds ordinary shares in the Company in trust under the terms of BlackRock, Inc. 23,896,662 5.03% intended to circumvent the proper application of the Listing Rules. the Hargreaves Lansdown Employee Benefit Trust (the EBT) to Dividends satisfy the exercise of options granted to the Group’s employees In the period between 30 June 2021 and the date of this report, The Board recommends a final ordinary dividend of 26.6 pence per under its approved and unapproved share option schemes. Under the Company received no further notifications. ordinary share to be paid in respect of the period ending 30 June the rules of the EBT, the EBT Trustee has discretion as to the 2021. Subject to shareholder approval at the 2021 AGM, it is exercise of voting rights attaching to ordinary shares held within proposed that this ordinary dividend, along with a special dividend the EBT. As at 30 June 2021, the EBT Trustee held 291,983 ordinary declared by the Board on 8 August 2021, is paid on 20 October 2021 shares, equating to approximately 0.06% of the Company’s issued to all shareholders on the register at close of business on ordinary share capital. 24 September 2021. 127 Hargreaves Lansdown Report and Financial Statements 2021