Ashmore Group PLC — Proxy Solicitation & Information Statement 2016

Jun 30, 2016

Ashmore Group plc
Annual General Meeting
Friday 21 October 2016
Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX

Notes: The following notes relate to the Proxy Card for the Annual General Meeting to be held on Friday 21 October 2016.

1. Full details of the resolutions to be proposed at the Annual General Meeting, with explanatory notes, are set out in the Notice of Annual General Meeting.
2. The 'Vote Withheld' option is provided to enable you to abstain on any resolution. A 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
3. You may appoint one or more proxies of your choice. If you wish to appoint a third party proxy, other than the Chairman of the meeting, add the name of the proxy you wish to appoint in block capitals in the first box. The proxy need not be a member of the Company and is entitled to vote on any other business which may properly come before the meeting. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which he or she is authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement.
4. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars on 0371 384 2812 (Lines open 8.30am to 5.30pm, Monday to Friday) or you may copy this form (when dialling from overseas use +44 121 415 7047). Please indicate in the box next to the proxy holder's name the number of shares in relation to which he or she is authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
5. Please see the AGM notice for further advice on how to appoint /instruct proxies via CREST.
6. If the appointer is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.
7. The signature of any one of joint holders will be sufficient. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the register of members for the joint holding.
8. If this Form of Proxy is returned without an indication as to how the proxy shall vote on any particular resolution, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes.
9. To be valid this Form of Proxy must be received at the address on the reverse of this card not later than 12.00 noon on 19 October 2016, 48 hours before the Annual General Meeting.
10. Any alterations to this form should be initialled.
11. Completion and return of your Form of Proxy or appointing your proxy electronically will not prevent you from attending and voting at the meeting instead of your proxy if you so wish.

Ashmore Group plc
Form of Proxy
for the 2016 Annual General Meeting to be held at 12 noon on Friday 21 October 2016

Please complete this box only if you wish to appoint a third party proxy other than the duly appointed Chairman of the meeting (see note 3). Please leave this box blank if you wish to select the Chairman of the meeting as your proxy. Do not insert your own name(s).

*For the appointment of more than one proxy, enter the number of shares in respect of which the proxy is appointed (see notes 3 and 4).

We the undersigned, being (a) holder(s) of Ordinary Shares of 0.01 pence each of the capital of Ashmore Group plc (the "Company"), hereby appoint the duly appointed Chairman of the meeting (see note 3) or the person indicated in the box above to act as my/our proxy at the Annual General Meeting of the Company to be held at 12 noon on Friday 21 October 2016, and at any adjournment thereof, to attend, speak and vote in respect of my/our full voting entitlement on the number of shares specified on my/our behalf as directed below.

☐ Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder (see note 4)

Please indicate with an 'X' in the spaces provided how you wish your votes to be cast on a poll. Should this card be returned duly signed but without specific direction, the proxy will vote or abstain at his/her discretion.

Resolutions	For	Against	Vote Withheld
1. To receive and adopt the Report and Accounts for the year ended 30 June 2016
2. To declare a final dividend for the year ended 30 June 2016 of 12.1 pence per Ordinary Share
3. To re-elect Mark Coombs as a Director
4. To re-elect Tom Shippey as a Director
5. To re-elect Peter Gibbs as a Director
6. To re-elect Simon Fraser as a Director
7. To re-elect Dame Anne Pringle as a Director
8. To re-elect David Bennett as a Director
9. To elect Clive Adamson as a Director
10. To approve the Remuneration report set out in the Report and Accounts for the year ended 30 June 2016
11. To re-appoint KPMG LLP as auditors
12. To authorise the Directors to agree the remuneration of the auditors
13. To authorise political donations and political expenditure
14. To authorise the Directors to allot shares
15. To authorise the dis-application of pre-emption rights up to 35,368,623 shares
16. To authorise the dis-application of pre-emption rights up to a further 35,368,623 shares
17. To authorise market purchases of shares
18. To approve the renewal of the waiver of the obligation under Rule 9 of the Takeover Code
19. To reduce the notice period for general meetings other than an Annual General Meeting

Unless otherwise instructed, the proxy may vote as he/she thinks fit or abstain from voting in respect of the resolutions specified and also on any other business (including amendments to resolutions) which may properly come before the meeting.

Signature	Dated
Full name of registered holder(s)
Address
	Postcode

☐ To facilitate arrangements for the Annual General Meeting, please tick here (without commitment on your part) if you propose to attend.

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