NOTICE OF ANNUAL GENERAL MEETING 2023

This document is important and requires your immediate attention

LETTER TO SHAREHOLDERS	4
AGM DETAILS	5
ORDINARY RESOLUTIONS	6–11
SPECIAL RESOLUTIONS	12–14
NOTES	15–17
APPENDIX A	18–20
APPENDIX B	22–26

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares in Liontrust Asset Management Plc (the "Company"), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. Such documents should not however be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of ordinary shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

Liontrust Asset Management Plc

(incorporated and registered in England and Wales under number 2954692)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the annual general meeting ("AGM") of the Company to be held at 2 p.m. on Thursday 21 September 2023 in the Pinafore Room at the Savoy Hotel, Strand, London, WC2R 0EZ is set out in Part II of this document.

A Form of Proxy for use at the AGM is enclosed. To be valid, the accompanying Form of Proxy for use at the AGM should be completed, signed and returned in accordance with the instructions printed on it to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and, in any event, so as to arrive not later than 2 p.m. on 19 September 2023. Forms of Proxy received after this time will be invalid. As an alternative to completing the hard copy Form of Proxy, Shareholders can appoint proxies electronically via www.sharevote.co.uk to be received by our registrars, Equiniti Limited, by no later than 2 p.m. on 19 September 2023. CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Equiniti Limited (under CREST participant RA19) by no later than 2 p.m. on 19 September 2023. The time of receipt will be taken to be the time from which Equiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Liontrust Asset Management Plc

(incorporated and registered in England and Wales under number 2954692)

Registered Office 2 Savoy Court, London WC2R 0EZ

Directors

Alastair Barbour (Non-executive Chair)

John Ions (Chief Executive)

Vinay Abrol (Chief Financial Officer and Chief Operating Officer)

Rebecca Shelley (Senior Independent Director)

Mandy Donald (Non-executive Director and Chair of Audit and Risk Committee)

George Yeandle (Non-executive Director and Chair of Remuneration Committee)

11 August 2023

NOTICE OF ANNUAL GENERAL MEETING

Dear Shareholder,

I am pleased to be writing to you with details of our annual general meeting ("AGM") for the year ended 31 March 2023, which we are holding at 2 p.m. on Thursday 21 September 2023 in the Pinafore Room at the Savoy Hotel, Strand, London, WC2R 0EZ. The formal notice of our AGM is set out in Part II of this document together with, under each resolution to be proposed at the meeting, an explanation of the purpose and effect of such resolutions.

The Directors of the Company are delighted to be able to welcome our shareholders to attend the AGM in person again this year. We value a constructive dialogue with our shareholders and the AGM is an opportunity for the Board to listen to shareholders.

We encourage shareholders to submit any questions to the Company in advance of the AGM by email. If you have a question in relation to the business of the meeting or a question for the Board, please send it by email to [email protected]. We will, to the extent appropriate and not already covered in publicly available materials, respond to them in due course and publish our response to relevant questions on our website. Please note all questions should be submitted by 5 p.m. on Friday 15 September 2023.

We will notify shareholders of any new arrangements by publishing an announcement via a Regulatory Information Service ("RIS") before the date of the AGM. Any updates to arrangements will be included in the Investor Relations section of our website (www.liontrust.co.uk).

Your vote is important to us and we strongly encourage you to vote by proxy in advance of the meeting. If you appoint the Chair of the meeting as your proxy, this will ensure your votes are cast in accordance with your wishes and avoids the need for another person to attend as a proxy in your place. If you would like to vote on the resolutions but cannot come to the AGM, please vote using the options as shown in the Notes of the Notice. Our registrar, Equiniti Limited, must receive your vote by 2 p.m. on Tuesday 19 September 2023.

In line with best practice, we intend to take all resolutions on a poll at the meeting. On a poll each shareholder has one vote for each share held.

As usual, we will announce the proxy voting results via a RIS and publish them in the Investor Relations section of our website (www.liontrust. co.uk) following the conclusion of the AGM.

The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of all resolutions as they intend to do in respect of their beneficial holdings.

Alastair Barbour Non-executive Chair

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting ("AGM") of Liontrust Asset Management Plc (the "Company") will be held at:

2.00 p.m.

Thursday 21 September 2023

In the Pinafore Room at the Savoy Hotel, Strand, London, WC2R 0EZ

Shareholders will be asked to consider and, if thought fit, pass the following resolutions detailed on pages 7–14 (of which the resolutions numbered 14, 15, 16 and 17 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions).

An explanatory note of each resolution is set out below the resolution. Resolutions proposed as ordinary resolutions are determined by a majority of votes cast (in person or by proxy). Resolutions proposed as special resolutions require 75% or more of votes cast (in person or by proxy) to be in favour of them to be passed.

ORDINARY RESOLUTIONS

1. To receive and adopt the Annual Report and Accounts for the year ended 31 March 2023.

For each financial year, the Directors of the Company (the "Directors") are required to lay the Annual Report and the Financial Statements of the Company before the Company in a general meeting. The Annual Report and Financial Statements for the year ended 31 March 2023 ("Annual Report and Accounts") have been posted to shareholders and can be found on our website at www.liontrust.co.uk/ investor-relations/annual-report.

2. To approve the annual report on remuneration for the year ended 31 March 2023.

Under section 420 of the Companies Act 2006 (the "Companies Act"), the Directors must prepare a directors' remuneration report for each financial year of the Company. The Companies Act also requires that a resolution be put to shareholders each year for their approval of that report at the general meeting of the Company before which the Company's annual accounts are to be laid. This resolution seeks the approval of the annual report on remuneration for the year ended 31 March 2023 and can be found on pages 112 to 140 of the Annual Report and Accounts. For ease of review, the single figure remuneration table for Executive Directors and the bonus scorecard and outcomes for FY2023 as set out in the Annual Report and Accounts have been included in Appendix B.

The directors' remuneration report is subject to an annual advisory shareholder vote and the directors' remuneration policy is subject to a binding shareholder vote at least every three years. This resolution is advisory in nature and the Directors' entitlement to receive remuneration is not conditional on it.

The Directors' Remuneration Policy was approved by shareholders at the general meeting in February 2022 and is therefore not required to be put to shareholders for approval at this year's AGM.

1. To re-elect Alastair Barbour as a Director.
1. To re-elect John Ions as a Director.
1. To re-elect Vinay Abrol as a Director.
1. To re-elect Mandy Donald as a Director.
1. To re-elect Rebecca Shelley as a Director

8. To re-elect George Yeandle as a Director.

Under the Company's articles of association (the "Articles"), all of the Directors must retire from office at each AGM and may offer themselves for re-election (this does not include Directors appointed to the Board since the last AGM). The UK Corporate Governance Code (July 2018) (the "Code") also recommends that all directors of premium listed companies should be subject to annual re-election. Accordingly, all Directors will retire from office at the AGM and offer themselves for re-election by shareholders at the AGM. The resolutions relating to the re-election of Directors are proposed as separate resolutions numbered 3 to 8.

The performance of the Board as a whole and the contribution of each individual director has been evaluated over the relevant period. After careful evaluation, the Board believes that each Director standing for re-election is performing effectively and demonstrates commitment to their role.

The Nomination Committee Report on pages 103 to 107 of the Annual Report and Accounts provides further detail of the Board evaluation undertaken and the Board's succession plans. This includes further commentary and explanation of the Chair's tenure. The Board is cognisant of the Code's recommended tenure for the Chair. It is proposed that, subject to the approval of shareholders, Alastair Barbour will remain as Chair for a maximum period of two years, standing down no later than the AGM in September 2025. Following this year's AGM, the Board will commence the recruitment process for a successor to Mr Barbour.

While it is possible that Mr Barbour will remain as Chair for the full maximum two-year period, the focus will be on ensuring that the right candidate for this important role is recruited. As reported in the Chair's statement, the Board is seeking to balance speed of change for the Board, with continuity and a careful and diligent selection process to ensure that any new appointment is the right cultural fit for the Board and Group.

The biographical details for each Director and the key strengths and competencies are set out on pages 78 to 81 of the Annual Report and Accounts and are also set out below.

Alastair Barbour – Non-executive Chair Appointed

Alastair joined the Board in April 2011 and was appointed Non-Executive Chair in September 2019.

Committees

Chair of the Nomination Committee.

Skills and Experience

Alastair has extensive knowledge and experience advising on accounting and financial reporting, corporate governance and management in the financial services sector, both within the UK and internationally. He has over 30 years of audit experience and is a chartered accountant, having trained with Peat, Marwick, Mitchell & Co, a former partner of KPMG in both Bermuda and London.

Alastair has core skills and expertise in the areas of mergers and acquisitions, accounting and financial reporting, corporate governance and management. Alastair's breadth of experience, focus on culture and strong corporate governance expertise allow him to provide constructive challenge and oversight. Alastair's in-depth knowledge combined with his prior board experience, having held senior board level positions in several high profile financial services organisations, enable him to lead the Board effectively and are key to the delivery of the Liontrust strategy and the longterm sustainable success of the Company.

Other listed directorships

Phoenix Group Holdings Plc (Interim Chair)

Lead Independent Director of the Bank of N.T. Butterfield & Son Limited (NYSE listed)

John Ions – Chief Executive

Appointed John joined the Board in May 2010.

Skills and Experience

John has significant leadership and management experience in the financial services sector and in-depth knowledge of the asset management sector. He was previously Chief Executive of Tactica Fund Management, Joint Managing Director of SG Asset Management and the Chief Executive of Société Generale Unit Trusts Limited, having been a co-founder of the business. John was also formerly Head of Distribution at Aberdeen Asset Management.

John has core skills and expertise in the areas of mergers and acquisitions, the integration of acquired businesses, regulation, sales and distribution. John is a skilled leader and draws on his substantial experience and knowledge of the sector to lead the Group as its Chief Executive. John's strong leadership skills, focus on strategic decisions and substantial asset management experience are integral to the delivery of Liontrust's strategy and the long-term sustainable success of the Company.

Other listed directorships

John has no external directorships.

Vinay Abrol – Chief Operating Officer & Chief Financial Officer Appointed

Vinay joined the Board in September 2004.

Skills and Experience

Vinay has significant knowledge of financial services having held a number of senior roles within the sector. Vinay joined Liontrust in 1995 and has in-depth expertise in finance, information technology, operations, risk and compliance. After obtaining a first-class degree in computing science from Imperial College London, Vinay worked for W.I. Carr (UK) Limited specialising in the development of equity trading systems for their Far East subsidiaries, HSBC Asset Management (Europe) Limited where he was responsible for global mutual funds systems at S.G. Warburg and Co.

Vinay has core skills and expertise in the areas of mergers and acquisitions, the integration of acquired businesses, finance, operations and regulation. Vinay's financial and operational expertise and his experience of integrating businesses is vital to the delivery of Liontrust's strategy and the long term sustainable success of the Company.

Other listed directorships

Vinay has no external directorships.

Mandy Donald – Independent Nonexecutive Director & Chair of the Audit & Risk Committee

Appointed

Mandy joined the Board in October 2019.

Committees

Chair of the Audit & Risk Committee. Member of the Nomination Committee and Remuneration Committee.

Skills & Experience

Mandy has extensive experience in both complex organisations and early stage environments, and brings a background of strategic planning, financial and operational management to the Company. Through experience gained in previous roles, Mandy's broad knowledge across a range of subjects allows her to support the Board and its Committees on delivering the Liontrust strategy whilst providing effective oversight and constructive challenge. Mandy spent 18 years with EY before steering her focus towards the growth of new companies, serving on the boards of a diverse range of startup businesses. Mandy is a chartered accountant and holds a Financial Times Non-executive Diploma with a focus in corporate governance.

Mandy is Liontrust's Consumer Duty Champion and designated workforce liaison to the Board.

Other listed directorships

Begbies Traynor Group Plc

JP Morgan US Smaller Companies Investment Trust Plc.

Rebecca Shelley – Senior Independent Director Appointed

Rebecca joined the Board in November 2021.

Committees

Member of the Nomination Committee, Audit & Risk Committee and Remuneration Committee.

Skills & Experience

Rebecca has a wealth of experience acquired through a number of senior and leadership roles held throughout her career. Having been Investor Relations and Corporate Communications Director at Norwich Union Plc from 1998- 2000, Rebecca moved to Prudential Plc in 2000, starting as Investor Relations Director, and then becoming Group Communications Director with a seat on their Group Executive Committee. Rebecca also held the role of Group Communications Director of Tesco Plc and was a member of their Executive Committee. Rebecca has held positions on the board of the British Retail Consortium and was a trustee of the Institute of Grocery Distribution. Most recently Rebecca spent three years at TP ICAP plc as Group Corporate Affairs Director and was a member of their Global Executive Committee.

Rebecca's breadth of experience and in-depth knowledge of effective communication ensures she provides oversight, constructive challenge and support to the Board and its Committees to achieve Liontrust's strategy and the long term sustainable success of the Company.

Rebecca is Liontrust's named Non-executive Director for Responsible Capitalism, including all ESG matters.

Other listed directorships

Conduit Holdings Limited

Sabre Insurance Group Plc

Hilton Food Group Plc

George Yeandle – Independent Nonexecutive Director & Chair of the Remuneration Committee Appointment

George joined the Board in January 2015.

Committees

Chair of the Remuneration Committee. Member of Nomination Committee and Audit & Risk Committee.

Skills & Experience

George is a chartered accountant with over 30 years' experience having specialised throughout most of his career in advising clients on executive pay and remuneration. George trained with Coopers & Lybrand (now PricewaterhouseCoopers LLP) before being admitted as a partner in 1989. More recently, George was Operational Leader of the London Region Human Resource Services Business and a Senior Partner of PricewaterhouseCoopers LLP, retiring in December 2013.

George has held a number of leadership roles within the financial services sector and uses his in-depth understanding and knowledge of remuneration matters in his role as Chair of the Remuneration Committee. George brings constructive challenge and independent oversight to the Board and its Committees.

Other directorships

George has no other listed directorships.

To reappoint KPMG LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next annual general meeting at which accounts are laid before the company.

The Company's auditors must offer themselves for reappointment at each AGM at which accounts are presented. Each year, the Audit & Risk Committee considers the performance and independence of the external auditors, and details of the review can be found on page 111 of the Annual Report and Accounts. Accordingly, the Board, on the recommendation of the Audit & Risk Committee, proposes the reappointment of KPMG LLP as the Company's auditors.

10. To authorise the Directors to determine the auditor's remuneration.

This resolution, if passed, will authorise the Directors to agree the remuneration of KPMG LLP for their services as auditors.

That, in substitution for all existing general authorities (but without prejudice to (i) any allotments made pursuant to the terms of such authorities; and (ii) to the specific allotment authority granted in respect of the proposed acquisition of GAM Holding A.G. ("GAM") which was granted at a general meeting of the Company on 7 July 2023 and which specific authority shall remain in place until expiry in accordance with its terms), the Directors are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act to exercise all the powers of the Company to:

(a) allot shares in the capital of the Company and to grant rights to subscribe for, or to convert any security into, shares in the capital of the Company ("Relevant Securities") up to an aggregate nominal amount of £216,451 (representing onethird of the share capital of the Company (excluding treasury shares) as at 11 August 2023) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph 11(b) below in excess of such sum); and

(b) allot Relevant Securities comprising equity securities (within the meaning of section 560 of the Companies Act) up to an aggregate nominal amount of £432,902 (representing two thirds of the share capital of the Company (excluding treasury shares) as at 11 August 2023) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph 11(a) above) in connection with an offer by way of rights issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares, but subject to such exclusions, limits, restrictions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates or any legal, regulatory or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange,

such authority to expire (unless previously revoked, varied or renewed) on 21 December 2024 or, if sooner, the conclusion of the next AGM of the Company, provided that the Company may, before such expiry, make an offer or agreement which would, or might, require Relevant Securities to be allotted after such expiry, and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Under the Companies Act, Directors may not allot shares in the Company (or grant certain rights over shares) without the authority of shareholders in a general meeting (other than pursuant to an employee share scheme). In certain circumstances, this could be unduly restrictive. The Directors' existing general authority to allot ordinary shares, which was granted at the AGM of the Company held on 22 September 2022, will expire at the end of this year's AGM.

The Company approved specific allotment authority in respect of consideration shares for the proposed acquisition of GAM at a general meeting of the Company on 7 July 2023 (the "Transaction Authority"). The Transaction Authority sits separate to the general authority to allot shares to be granted at the AGM. The Transaction Authority can only be used in respect of the consideration shares issued in connection with the proposed acquisition.

Subject to the passing of this resolution, which will be proposed as an ordinary resolution, in accordance with paragraph (a) of this resolution, the Directors will be authorised, in place of all existing general authorities (and in addition to the Transaction Authority), to allot shares (pursuant to section 551 of the Companies Act) up to an aggregate nominal amount of £216,451, representing approximately one-third of the nominal value of the issued ordinary shares on 11 August 2023 (being the last practicable date prior to the publication of this document).

In addition, subject to the passing of this resolution, in accordance with paragraph (b) of this resolution, the Directors will be authorised, in place of all existing general authorities (and in addition to the Transaction Authority), to allot further shares in connection with an offer by way of a rights issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares, up to an aggregate nominal amount of £432,902, representing approximately two-thirds of the nominal value of the issued ordinary shares on 11 August 2023 (being the last practicable date prior to the publication of this document) as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. Accordingly, the maximum aggregate number of shares that can be issued under this resolution (paragraph (a) and paragraph (b)) does not exceed two-thirds of the Company's issued ordinary share capital. This authority reflects the latest guidelines issued by the Investment Association in relation to "Share Capital Management Guidelines" (the "IA Guidelines") and is in line with market practice.

The general authority conferred will expire (unless previously revoked, varied or renewed) on 21 December 2024 or, if sooner, at the end of the next AGM. However, the Company may make an offer or agreement prior to the expiry of this general authority which would or might require Relevant Securities to be allotted after the expiry of this general authority – in this case, the Directors will be permitted to allot securities pursuant to such an offer or agreement as if this general authority had not expired.

The Directors have no present plans to exercise this general authority and allot shares other than on the exercise of share options under an employee share scheme. However, the Directors believe it to be in the best interests of the Company that they should continue to have the flexibility to make limited issues of shares on the basis of the authority set out in the resolution, for example to finance appropriate business opportunities that may arise.

The Company holds no ordinary shares in treasury as at 11 August 2023 (being the last practicable date before the publication of the notice.

That, in accordance with sections 366 and 367 of the Companies Act, the Company and all companies which are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised, during the period beginning with the date on which this resolution is passed and ending on 21 December 2024 or, if sooner, the end of the next AGM of the Company, to incur political expenditure not exceeding £50,000 in total.

For the purposes of this resolution, the term "political expenditure" has the meaning given by sections 363-365 of the Companies Act.

Under section 366 of the Companies Act a company must not incur political expenditure without shareholder approval. Political expenditure is widely defined and can include gifts (of money or other property), sponsorship and subscriptions and possibly the granting of paid leave to an employee to attend duties as an elected councillor, or support for bodies representing the business community in policy review or reform. For this reason, the Directors support the passing of the above resolution to avoid any inadvertent infringement. The Directors confirm that there are at present no plans to make political donations and it is not their intention to use the authority given for that purpose.

The resolution does not authorise any specific expenditure. As required by the Companies Act 2006, the Company will make disclosures in its next Annual Report of any political expenditure incurred by it or any of its subsidiaries which is in aggregate in excess of £2,000.

13. That:

(a) the Liontrust Asset Management Plc SAYE Option Plan (the "SAYE Plan"), constituted by the rules produced to the meeting and signed by the Chair for the purposes of identification (the principal terms of which are summarised in Appendix A (the "SAYE Plan Rules")) be and is approved and the Directors be and are authorised to adopt the SAYE Plan Rules, subject to such modifications as the Directors may consider necessary or desirable to comply with the provisions of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003, and to do all acts and things necessary or desirable to implement and operate the SAYE Plan; and

(b) the Directors be and are authorised to establish further plans based on the SAYE Plan 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 the limits on individual or overall participation in the SAYE Plan.

The Company currently uses a range of share-based incentive schemes to help recruit and retain talent and align the interests of employees with those of shareholders.

In line with the above approach, it has been decided to establish a further arrangement, namely the Liontrust Asset Management Plc SAYE Option Plan (the "SAYE Plan"), which will be used to grant tax advantaged options on an "allemployee" basis. Although the Company's Executive Directors will, in terms of the rules of the SAYE Plan, be eligible to participate in the arrangement, in practice they will only do so where it is permitted by the terms of Liontrust's approved Directors' Remuneration Policy that is in force from time to time. Under the current Directors' Remuneration Policy, the Executive Directors are not permitted to participate in the SAYE Plan.

A summary of the principal terms of the SAYE Plan is contained in Appendix A to this notice. Resolution 13 seeks authority from shareholders for the adoption and implementation of the SAYE Plan.

SPECIAL RESOLUTIONS

That, subject to the passing of Resolution 11 above, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

(a) allotments for rights issues and other pre-emptive issues;

(b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £64,934; and

(c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 21 December 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

That subject to the passing of Resolution 11 above, the Board be authorised in addition to any authority granted under Resolution 14 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £ 64,934 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

(b) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

Unless they are given an appropriate authority by shareholders, if the Directors wish to allot any shares for cash, grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme), they must first offer them to existing shareholders in proportion to their existing holdings. These are known as pre-emption rights.

The existing disapplication of these statutory pre-emption rights, which was granted at the AGM held on 22 September 2022, will expire at the end of this year's AGM. Accordingly, Resolutions 14 and 15 will be proposed to give the Directors power to allot shares without the application of these statutory pre-emption rights.

Resolutions 14 and 15 are in accordance with the latest guidance issued by the Pre-emption Group's Statement of Principles on Disapplying Pre-Emption Rights. The power conferred by these resolutions will expire at the end of next year's AGM or, if sooner, on 21 December 2024.

That in substitution for all existing and previous authorities, the Company be generally and unconditionally authorised pursuant to section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Companies Act) of its own ordinary shares of one penny each in such manner and on such terms as the Directors may from time to time determine provided that:

(a) the maximum number of shares hereby authorised to be acquired is 6,493,538;

(b) the maximum price which may be paid for an ordinary share is 5 per cent above the average of the middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased (exclusive of expenses);

(c) the minimum price exclusive of expenses which may be paid for each ordinary share is one penny (exclusive of all expenses); and

(d) this authority shall expire (unless previously revoked, varied or renewed) on 21 December 2024, or, if sooner, the conclusion of the next AGM (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which will or might be executed wholly or partly after such expiry, where the Company may make a purchase of ordinary shares in pursuance of any such contract or contracts), unless such authority is renewed prior to such time.

The Directors' existing authority to make market purchases, which was granted at the annual general meeting of the Company held on 22 September 2022, will expire at the end of this year's AGM. The Company has not used that authority. Subject to the passing of this resolution, the Company will be authorised to make market purchases (within the meaning of section 693(4) of the Companies Act) of up to 6,493,538 shares, being 10 per cent of the ordinary shares in issue on 11 August 2023 (being the last practicable date prior to the publication of this document).

The maximum price that may be paid for each such ordinary share shall be 5 per cent above the average of the middle market quotations for an ordinary share (as derived from the Stock Exchange Daily Official List) for the five business days immediately before the day on which the purchase is made (exclusive of expenses).

The minimum price that may be paid for each such ordinary share shall be one penny.

The authority conferred shall (unless previously revoked, varied or renewed) expire on 21 December 2024 or, if sooner, at the end of the next AGM of the Company. However, if a contract for the purchase of ordinary shares is concluded before the expiry of this authority but the relevant purchase will or may be executed in whole or in part after the expiry of this authority, the Company is authorised to execute such purchases as if this authority had not expired.

The Directors are committed to managing the Company's capital effectively. Although the Directors have no plans to make such purchases, buying back ordinary shares is one of the options they keep under review. Purchases would only be made after considering the effect on earnings per share and the benefits for shareholders generally. The Directors recommend that shareholders approve the grant of this authority.

The Company may hold in treasury any of its own shares that it purchases in accordance with the Companies Act and pursuant to this authority. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively and would provide the Company with greater flexibility in the management of its capital base.

The total number of new ordinary shares that may be issued on the exercise of outstanding options as at 11 August 2023 is 619,421, which represents 0.95 per cent of the Company's issued share capital at that date (excluding treasury shares) and 1.06 per cent of the Company's issued share capital if the full authority to buy back shares conferred by this resolution is used. There are no outstanding warrants. The Company does not currently hold any ordinary shares in treasury.

17. That general meetings (other than any annual general meeting) of the Company may be called on not less than 14 clear days' notice.

Pursuant to section 307A(1) of the Companies Act, the general notice period for general meetings of the Company is 21 clear days. The Company may call a general meeting (other than an AGM) of the Company on 14 clear days' notice if certain conditions have been met. One such condition is that the shareholders of the Company have approved the ability of the Company to call meetings on such notice. This resolution seeks the necessary approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting pursuant to section 307A(3) of the Companies Act before it can call a general meeting on 14 clear days' notice.

The Board noted the feedback from certain shareholders and their specific concerns on the use of 14 clear days' notice for the February 2022 General Meeting. The Board confirms that the shorter notice period would not be used as a matter of routine for such meetings or for the approval of the Directors' Remuneration Policy, but only where the flexibility is both merited by the business of the meeting and is thought to be for the advantage of shareholders as a whole. The Board further confirms that the flexibility offered by this resolution will only be used for time-sensitive and non-routine business.

11 August 2023 By order of the Board Sally Buckmaster Group Company Secretary Registered Office: 2 Savoy Court, London WC2R 0EZ Registered in England and Wales No. 2954692

NOTES

1. Shareholders are entitled to appoint 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 need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you wish to appoint more than one proxy, please photocopy the form of proxy and lodge all forms together at the address provided. Voting on the resolutions will be conducted by way of a poll.
1. To be valid, any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 2 p.m. on 19 September 2023. It should be accompanied by the power of attorney or other authority (if any) under which it is signed or a duly certified copy of such power or authority.

Completion of the proxy form or the appointment of a proxy electronically via www.sharevote.co.uk or through CREST (as described below) will not prevent a member from attending and voting in person.

1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 9 below) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
1. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by 6.30 p.m. on 19 September 2023 (or, in the event of any adjournment, 48 hours before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
1. As at 11 August 2023 (being the last business day prior to the publication of this Notice of AGM) the Company's issued share capital consisted of 64,935,384 ordinary shares, carrying one vote each. Therefore, the total voting rights in

the Company as at 6.30 p.m. on 11 August 2023 was 64,935,384. As at 6.30 p.m. on 11 August 2023, the Company held no ordinary shares as treasury shares.

1. As an alternative to completing the proxy form, shareholders can appoint proxies electronically via www.sharevote.co.uk. Alternatively, shareholders who have already registered with the Equiniti online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk by using their usual user ID and password. Once logged in, simply click 'view' on the 'My Investments' page, click on the link to vote and then follow the on screen instructions. Full details and instructions on these electronic proxy facilities are given on the respective websites. For an electronic proxy appointment to be valid, the appointment must be received by the Company's registrars, Equiniti Limited, no later than 2 p.m. on 19 September 2023.
1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 2 p.m. 19 September 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
1. CREST members and, where applicable, their CREST sponsors, or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
1. Under s.527 Companies Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the annual general meeting; 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 s.437 Companies Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with ss.527 or 528 Companies Act. Where the Company is required to place a statement on a website under s.527 Companies Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the annual general meeting includes any statement that the Company has been required under s.527 Companies Act to publish on a website. A copy of this notice, and other information required by s.311A Companies Act, can be found on the website at www.liontrust.co.uk.
1. Any member 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 meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

1. The following document will be available for inspection at the registered office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this Notice of AGM to the date of the AGM and will be available for inspection at the AGM at the Pinafore Room at the Savoy Hotel, Strand, London, WC2R 0EZ from 15 minutes before the AGM until the conclusion of the meeting:
2. Copies of the Executive Directors' service contracts
3. copies of letters of appointment of the Non-executive Directors.
4. Articles of Association of the Company

A copy of the draft rules of the SAYE Plan will be available for inspection:

at the place of the AGM for at least 15 minutes before and during the meeting; and
on the National Storage Mechanism from the date of this document.
1. You may not use any electronic address provided in this notice of AGM for communicating with the Company for any purposes other than those expressly stated.

APPENDIX A

Summary of the principal terms of the Liontrust Asset Management plc SAYE Option Plan

1.1 Introduction

The Liontrust Asset Management Plc SAYE Option Plan (the "SAYE Plan" or the "Plan") is an all-employee savingsrelated share option arrangement under which awards take the form of options to acquire ordinary shares in the capital of the Company ("Ordinary Shares"). The SAYE Plan has been designed to satisfy the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 so that the options may be provided to UK employees in a tax-efficient manner.

Following its adoption, the SAYE Plan will be administered by the remuneration committee of the Board (the "Remuneration Committee" or the "Committee").

1.2 Eligibility and details of invitation process

Each time that the Remuneration Committee decides to operate the SAYE Plan, all UK resident tax-paying employees of the Company (and those of its subsidiaries that participate in the SAYE Plan) must be invited to participate. Other employees may be permitted to participate at the discretion of the Remuneration Committee. Employees invited to participate may be required to have completed a minimum qualifying period of employment (of up to five years) before they can participate in the SAYE Plan on any occasion.

Invitations under the SAYE Plan may normally be issued within the period of forty two days commencing on:

the date on which the SAYE Plan is first adopted by the Board; or
the dealing day after the date on which the Company makes an announcement of its results for any period.

Additionally, invitations may also be issued on any day on which the Remuneration Committee resolves that exceptional circumstances exist which justify the making of such invitations.

1.3 Savings contract and grant of SAYE Options

In order to participate in the SAYE Plan, an employee must enter into a linked savings contract with a bank or building society in terms of which he/she agrees to make contributions from salary on a monthly basis over a three or five-year period. A participant who enters into a savings agreement is granted an option to acquire Ordinary Shares under the SAYE Plan (''SAYE Option'').

The number of Ordinary Shares over which an SAYE Option may be granted is limited to the number of Ordinary Shares that may be acquired at the SAYE Option exercise price out of the projected proceeds of the linked savings contract.

The exercise price per Ordinary Share will be the amount determined by the Remuneration Committee which will not be less than 80 per cent (or such other percentage as is permitted by the applicable legislation) of the market value of an Ordinary Share on the date on which the relevant invitation to participate in the SAYE Plan is issued.

For the above purposes, the market value of an Ordinary Share on an invitation date will be determined by reference to its closing middle market quotation as derived from the Daily Official List for the immediately preceding dealing day (or, if the Remuneration Committee so determines, the average of such middle market quotations for the three dealing days immediately preceding the invitation date).

Contributions to the savings contract may be made between £5 a month and the maximum permitted under the applicable legislation (currently £500 a month) or up to such lesser sum as the Remuneration Committee may determine. At the end of the three or five-year savings contract, employees may either withdraw their savings on a tax-free basis or utilise such sum, and any bonus or interest due under the savings contract, to acquire Ordinary Shares under their linked SAYE Option.

SAYE Options are not pensionable. No SAYE Options will be granted more than ten years after the date of approval of the SAYE Plan by shareholders.

1.3.1 Options personal to the participants

An option granted under the SAYE Plan will be personal to the participant and may not be transferred, assigned or charged in any way, except on death.

1.3.2 Exercise of SAYE Options

SAYE Options may normally only be exercised during the period of six months following the maturity of the related savings contract. If not exercised by the end of this period, the relevant SAYE Options will lapse.

SAYE Options may be exercised earlier (but only with the proceeds that are then available from the linked savings contract) in certain specified circumstances including death or cessation of employment due to injury, disability, retirement, redundancy or the participant's employing company or the business for which he/she works being sold out of the Liontrust group of companies (the "Group").

1.3.3 Source of Ordinary Shares and dilution limit

SAYE Options may be satisfied either by the issue of new Ordinary Shares, the transfer of Ordinary Shares from treasury or the transfer of existing Ordinary Shares purchased in the market. Any Ordinary Shares that are allotted when an SAYE Option is exercised will rank equally with Ordinary Shares then in issue (except for rights arising by reference to a record date prior to their allotment). Until a participant acquires any Ordinary Shares subject to an SAYE Option, he/she has no rights to those Ordinary Shares, including voting or dividend rights.

The number of new Ordinary Shares issued or remaining capable of being issued pursuant to options granted under the SAYE Plan and all the Company's other employee share schemes in any period of 10 years will not exceed 10% of the ordinary share capital of the Company in issue from time to time.

For the purpose of the above limit:

any Ordinary Shares which are acquired by market purchase for the purposes of satisfying share scheme awards will not be counted;
treasury shares will count as new issue Ordinary Shares unless institutional investors decide that they need not count; and
no account will be taken of any Ordinary Shares where the right to acquire them was released or lapsed prior to vesting/exercise.

1.3.4 Corporate events

In the event of a takeover or winding up of the Company, SAYE Options may normally be exercised early (but only with the proceeds that are then available from the linked savings contract).

If there is a corporate event resulting in a new company acquiring control of the Company, SAYE Options may, in certain circumstances, be replaced by equivalent rights over shares in the acquiring company.

1.3.5 Variation of capital

In the event of any capitalisation issue, rights issue, open offer, consolidation, subdivision or reduction of capital, demerger or any other event affecting the share capital of the Company, the number and/or nominal value of Ordinary Shares comprised in SAYE Options may be adjusted by the Remuneration Committee.

1.3.6 Amendments to the SAYE Plan

The Committee may, at any time, amend the provisions of the SAYE Plan in any respect, provided that the prior approval of shareholders in general meeting is obtained for any amendment to the advantage of participants to the following provisions: the individuals who may participate in the Plan; the limits on the number of shares available under the Plan; the maximum entitlement of participants; the basis for determining a participant's entitlement; the terms of Ordinary Shares to be provided under the Plan; and the adjustment of SAYE Options on a variation of the Company's share capital.

The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the SAYE Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group.

In addition:

no alteration which would materially and adversely affect the subsisting rights of a participant may normally be made without his/her prior consent; and
no amendment may be made to a key feature of the SAYE Plan if it would result in the relevant statutory requirements for arrangements of that type no longer being met.

APPENDIX B

Extracts from Annual Report and Accounts 2023 – Remuneration Committee Report

1. REMUNERATION OUTCOME FOR THE YEAR TO 31 MARCH 2023

1.1 Single total figure for remuneration

Executive Directors (audited information)

	John Ions Year to 31 March		Vinay Abrol Year to 31 March
	2023 £'000	2022 £'000	2023 £'000	2022 £'000
A. Fixed pay
Base salary	550	348	420	328
Benefits in kind -private medical insurance	4	4	5	5
Cash in lieu of pension	55	35	42	33
Total Fixed pay	609	387	467	366
B. Annual Bonus
Cash bonus	310	870	184	786
DBVAP	310	1,915	184	786
Total Annual Bonus	620	2,785	368	1,572
C. Total pay for the financial year
Sub-total (A+B)	1,229	3,172	835	1,938
D. Vesting of LTIP awards
Base value element of vested LTIP awards	508	863	334	569
Share price appreciation and dividend equivalent elements on vested LTIP
awards	192	1,975	127	1,301
Total LTIP awards vesting	700	2,838	461	1,870
E. Other
SIP matching shares	4	4	4	4
Total Other	4	4	4	4
Total remuneration (C+D+E)	1,933	6,014	1,300	3,812
Of which:
Total variable remuneration (B + D)	1,320	5,623	829	3,442

1.2 Annual bonus

The annual bonus for the financial year ended 31 March 2023 were based on the following key performance metrics. The performance outcomes for each key performance indicator are also shown below:

Performance Metric	Weighting	Threshold	Target	Max	Actual	Weighted Result %
Financial Measures (70%)
Change in Adjusted Profit Before Tax (excluding Performance fees profits) and performance fees above 3Y average	40.0%	9.9%	11.0%	12.1%	(12%)	0.0%
	10.0%	10%	20%	30%	103%	10.0%
Distribution effectiveness - Net flows compared to budget of £900 million	10.0%	90%	100%	110%	(592%)	0.0%
Investment performance, percentage of AuM over 1, 3 and 5 years in 1st or 2nd Quartile). Weighted 30% for 1Y, 40% for 3Y and 30% for 5Y performance.	10.0%	67.5%	75%	82.5%	44%	0.0%
ESG inc Risk, Personal Performance Measures (30%)

Ensuring ESG considerations are more fully integrated into our mainstream fund management processes (10%)	10.0%	N/a	N/a	N/a	80%	15.0%

The Committee used its judgment to amend Adjusted Profit to include Performance fee profits when comparing with the budgeted forecast for the Group for the financial year ended 31 March 2023 .The Adjusted profit before tax was £87.1m versus the forecast of £94.6m. The

John Ions and Vinay Abrol championed the need to evidence the work that the individual investment teams do in integrating ESG considerations and showing the link (where possible) between these considerations and investment decisions. We have produced 2 Responsible Capitalism reports in the past year which lay out these processes and highlight the ESG components of each 4 of the (now) 7

John Ions and Vinay Abrol have been integral in the assessment of technology to enable the investment teams to store information for audit and reporting purposes including both a Research Management System and capabilities for investment teams to trade in environments where Fund Managers would be able to understand the carbon impacts of their investment decisions (on WACI) before trades are actually instructed. Actual outcome was 80%, but given the outcome on Financial Measures the Committee used its discretion and reduced the outcome to 50%,

John Ions and Vinay Abrol have both personally been very active in promoting D&I this year. Vinay has sponsored educational sessions, coaching, guest speakers, and other opportunities for all staff to learn more about D&I. The impact of this leadership 'from the top' has been critical in raising staff perception of the importance of D&I at Liontrust as evidenced by the improved results of the latest workforce engagement

The remuneration arrangements for the senior leadership team has been amended and aligned with the Directors' Remuneration Policy with the introduction of a cap on Bonuses, and mandatory deferral with a a bias toward long term incentivisation. The percentage of variable remuneration deferred is at least 50%. Pension contributions/payments in lieu for all staff has been increased from at least 10% to at least

Actual outcome was 75%, but given the outcome on Financial Measures, as above, this was reduced to 50%, so scores 5%

12.5% with the medium term aim to standardise the percentage for all staff (current range is 10% to 17%).

Actual outcome was 50%, and given the outcome on Financial Measures, this was held at 50%, so scores 5%

so scores 15%

survey

Totals	100.0%					25.0%
Align Executive Director and broader workforce pay under the new DRP (10%)	10.0%	N/a	N/a	N/a	50%	See comments
Supporting joined up efforts to increase the group's diversity and inclusiveness (10%)	10.0%	N/a	N/a	N/a	75%	See comments
Ensuring ESG considerations are more fully integrated into our mainstream fund management processes (10%)	10.0%	N/a	N/a	N/a	80%	15.0%

Result % Notes

Weighted

Performance Metric Weighting Threshold Target Max Actual

10.0% 10% 20% 30% 103% 10.0%

10.0% N/a N/a N/a 80% 15.0%

group's diversity and inclusiveness (10%) 10.0% N/a N/a N/a 75% See comments

pay under the new DRP (10%) 10.0% N/a N/a N/a 50% See comments

Totals 100.0% 25.0%

Financial Measures (70%)

above 3Y average

5Y performance.

Change in Adjusted Profit Before Tax (excluding Performance fees profits) and performance fees

Distribution effectiveness - Net flows compared

Investment performance, percentage of AuM over 1, 3 and 5 years in 1st or 2nd Quartile). Weighted 30% for 1Y, 40% for 3Y and 30% for

Ensuring ESG considerations are more fully integrated into our mainstream fund

Supporting joined up efforts to increase the

Align Executive Director and broader workforce

management processes (10%)

ESG inc Risk, Personal Performance Measures (30%)

40.0% 9.9% 11.0% 12.1% (12%) 0.0% A negative return due to markets and outflows, so scores 0%.

to budget of £900 million 10.0% 90% 100% 110% (592%) 0.0% Net outflows for the financial year versus a budget for net inflows, so scores 0%.

10.0% 67.5% 75% 82.5% 44% 0.0% It continued to be a very difficult year for Quality Growth and short term performance remained challenging, so scores 0%.

Actual outcome was 80%, but given the outcome on Financial Measures the Committee used its discretion and reduced the outcome to 50%, so scores 15%

Actual outcome was 75%, but given the outcome on Financial Measures, as above, this was reduced to 50%, so scores 5%

Actual outcome was 50%, and given the outcome on Financial Measures, this was held at 50%, so scores 5%

The Committee also considered that no further adjustments up or down should be made on account of the risk and personal performance moderator.

Executive Director	Key performance in the financial year ended 31 March 2023
John Ions	John Ions has led the senior leadership team to achieve strong financial performance in a very difficult environment. Although Adjusted Profit before tax (excluding performance fees) decreased by 12% compared to last year, performance fee revenues of £18.5 million (2022: £12.5 million) were earned. Net flow performance was disappointing at £4.8 billion of net outflows. However, gross flows have remained strong and sales engagement with clients has been excellent and Liontrust's marketing team did an excellent job in promoting the brand, with Liontrust being the 6th most recognisable brand in the UK.
	Alongside Vinay Abrol, successfully led project to integrate Majedie Asset Management Limited, including the alignment of outsourced administration arrangements onto our Target Operating Model.
	Alongside Vinay Abrol, has been hugely active in promoting D&I this year.
	Alongside Vinay Abrol, led external shareholder relations, with excellent positive feedback from these meetings, and developing a strong relationship with our larger shareholders.
	Always ensured that risk and compliance were important factors when managing the Group, including meeting with the Chief Risk Officer, Chief Compliance Officer and Internal Audit on a regular basis.
Vinay Abrol	Vinay Abrol has shown strong leadership of the Finance, Operations, Risk, Compliance, Technology & Data, Property & Facilities, Product, Human Resources and Trading functions. Delivered budget and cost controls in the financial year and led the Group through the annual and half-year reporting cycles.
	During the year, Vinay appointed Chris Simmons as Deputy COO delegating responsibility for the HR and Company Secretarial functions to Chris, and supported by Chris led the recruitment of a new Head of HR (Louise Dilworth) and Group Company Secretary (Sally Buckmaster), thereby increasing diversity in the Senior Leadership Team.
	Vinay Abrol has been instrumental in leading the Group's relationships with the Financial Analysts, with regular meetings with the analysts from Singer Capital Markets, Panmure Gordon, Numis, Barclays and Berenberg. During the year Barclays initiated coverage bringing analyst coverage back to six firms, following KBW's decision to cease coverage during the year.
	Alongside John Ions, has been hugely active in promoting D&I this year. Vinay has sponsored educational sessions, coaching, guest speakers, and other opportunities for all staff to learn more about D&I. The impact of this support has been critical in raising staff perception of the importance of D&I at Liontrust. Vinay has also chaired the Diversity & Inclusion Committee throughout the year.
	Alongside John Ions, successfully led project to integrate Majedie Asset Management Limited, including the alignment of outsourced administration arrangements onto our Target Operating Model.
	Alongside John Ions, led external shareholder relations, with excellent positive feedback from these meetings, and developing a strong relationship with our larger shareholders.
	Always ensured that risk and compliance were important factors when managing the Group, including meeting with the Chief Risk Officer, Chief Compliance Officer and Internal Audit on a regular basis.

This bonus pool for the Executive Directors translates into individual annual bonuses to the Executive Directors of between 88% and 113% of base remuneration (2022: 480% and 800%). The Committee also set the level of deferral into Group managed funds at 50% for John Ions (2022: 69%) and 50% for Vinay Abrol (2022: 50%) over the period 20 June 2023 to 1 April 2023 to 1 April 2026; and therefore linked to the performance of the relevant Liontrust funds. The vesting of deferred awards are not subject to any performance condition but are subject to continuous service conditions and also to malus and claw back provisions.

The level of deferral means that the cash bonus/variable allocation for John Ions and Vinay Abrol is 56% and 44% of base remuneration respectively (2022: 250% and 240%).

1.3 Malus and claw back

For the annual bonus in respect of the financial year ended 31 March 2016 and onwards, malus and claw back provisions apply whereby the payment of such cash bonus, and the unvested amount deferred into Group managed funds can be reduced, withheld or reclaimed in the exceptional event of: misstatement or misleading representation of performance, a significant failure in risk management and control, or serious misconduct for which the individual is personally responsible or directly accountable. Malus provisions apply for a period from the date of grant to the relevant vesting date of the relative award and claw back provisions apply for a period of 2 years from date of vesting of the relevant award.

Notice of Annual General Meeting 2023 - 27

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4788_agm-r_2023-08-14_b2a88ce9-9127-45e5-813e-032ca1514dd6.pdf

NOTICE OF ANNUAL GENERAL MEETING 2023

Contents

Liontrust Asset Management Plc

NOTICE OF ANNUAL GENERAL MEETING

Liontrust Asset Management Plc

Directors

NOTICE OF ANNUAL GENERAL MEETING

Notice of Annual General Meeting

ORDINARY RESOLUTIONS

1. To receive and adopt the Annual Report and Accounts for the year ended 31 March 2023.

2. To approve the annual report on remuneration for the year ended 31 March 2023.

8. To re-elect George Yeandle as a Director.

Alastair Barbour – Non-executive Chair Appointed

Committees

Skills and Experience

Other listed directorships

John Ions – Chief Executive

Skills and Experience

Other listed directorships

Skills and Experience

Other listed directorships

Appointed

Committees

Skills & Experience

Other listed directorships

Rebecca Shelley – Senior Independent Director Appointed

Committees

Skills & Experience

Other listed directorships

Committees

Skills & Experience

Other directorships

10. To authorise the Directors to determine the auditor's remuneration.

13. That:

SPECIAL RESOLUTIONS

17. That general meetings (other than any annual general meeting) of the Company may be called on not less than 14 clear days' notice.

NOTES

APPENDIX A

1.1 Introduction

1.2 Eligibility and details of invitation process

1.3 Savings contract and grant of SAYE Options

1.3.1 Options personal to the participants

1.3.2 Exercise of SAYE Options

1.3.3 Source of Ordinary Shares and dilution limit

1.3.4 Corporate events

1.3.5 Variation of capital

1.3.6 Amendments to the SAYE Plan

APPENDIX B

1. REMUNERATION OUTCOME FOR THE YEAR TO 31 MARCH 2023

1.1 Single total figure for remuneration

Executive Directors (audited information)

1.2 Annual bonus

1.3 Malus and claw back

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