BROWN ADVISORY US SMALLER CO'S PLC — Proxy Solicitation & Information Statement 2018

Apr 23, 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser who, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you have sold or transferred all of your holding of Ordinary Shares in Jupiter US Smaller Companies PLC, please forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or transferred part only of your registered holding of Ordinary Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

Jupiter US Smaller Companies PLC

(incorporated in England and Wales under the Companies Act 1948 to 1985 with registered number 02781968 and registered as an investment company under section 833 of the Companies Act 2006)

CIRCULAR TO SHAREHOLDERS AND NOTICE OF A GENERAL MEETING RELATING TO THE RENEWAL OF THE COMPANY'S SHARE BUY-BACK AUTHORITY

Notice of a General Meeting of Jupiter US Smaller Companies PLC (the 'Company') to be held at 10.00am on 9 May 2018 is set out at the end of this document.

Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any event so as to arrive by no later than 10.00am on 7 May 2018.

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Jupiter US Smaller Companies PLC

(Incorporated in England and Wales under the Companies Act 1948 to 1985 with registered number 02781968 and registered as an investment company under section 833 of the Companies Act 2006)

Directors:
Gordon Grender (Chairman)
Norman Bachop
Peter Barton
Clive Parritt
Lisa Booth

Registered Office:
The Zig Zag Building
70 Victoria Street
London
SW1E 6SQ
23 April 2018

Dear Shareholder

Recommended proposal for the renewal of the authority of the Company to make market purchases of its own Ordinary shares

In my Chairman's statement in the Annual Report for the financial year to 30 June 2017, I set out the Board's policy to use its powers to repurchase Ordinary Shares to improve the net asset value per Ordinary Share ("NAV") and to manage the discount to NAV at which the Company's shares change hands on the London Stock Exchange.

At the Annual General Meeting on 21 November 2017 shareholders approved the renewal of the authority to repurchase up to 14.99 per cent. of the then issued Ordinary Shares. Since that date 2,480,848 Ordinary Shares have been repurchased, representing 14 per cent. of the Ordinary Shares in issue on 21 November 2017. The remaining authority as at the date of this document is for the repurchase of 167,858 Ordinary Shares.

The Directors are seeking to renew the Company's share buy-back authority in accordance with Section 701 of the Companies Act 2006. They intend to use the authority only in accordance with the Company's published discount management and share buy-back policy. The authority for the Company to purchase its own Ordinary Shares, if approved by Shareholders, will only be exercised if to do so would result in an increase in net asset value per Ordinary Share for the remaining Shareholders. Once purchased by the Company, the Ordinary Shares will be either cancelled or held in treasury.

If approval is not obtained, the Company is likely to exhaust its existing authorities and be unable to continue to apply its buy-back policy until the authorities are renewed, which typically would be at the Annual General Meeting. The Company's next Annual General Meeting is not until November 2018.

Specifically, shareholders are being asked to approve the necessary authorities to allow the repurchase of up to 14.99 per cent. of the Company's issued share capital and unless renewed, the authority will expire at the earlier of 9 May 2019 or the conclusion of the next Annual General Meeting. Accordingly, the Resolution will be proposed at the General Meeting of the Company to grant the authority to purchase and cancel, or hold in Treasury, up to 2,276,827 Ordinary Shares, or such number as amounts to 14.99 per cent. of the issued Ordinary share capital on the date of the General Meeting. Such repurchases would only be made if they have the effect of increasing the NAV per share of the remaining Ordinary shares.

Action to be taken by shareholders

The renewal of the share buy-back authority is subject to shareholder approval. A notice convening a General Meeting of the Company, which is to be held at 10.00am on 9 May 2018 at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ is set out at the end of this document. At this meeting, a special resolution will be proposed to sanction the renewal of authority. The special resolution to be proposed at the General Meeting requires a three-quarters majority of those shareholders voting in order to be passed.

Whether or not you intend to be present at the General Meeting, shareholders are requested to complete and return the accompanying Form of Proxy in accordance with the instructions printed thereon, so as to be received by Computershare Registrars as soon as possible and in any event no later than 10.00am on 7 May 2018. The completion and return of the Form of Proxy will not preclude you from attending the meeting and voting in person should you so wish.

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Online Voting

In accordance with the terms under which the authority for calling a General Meeting at short notice was approved, the Company is providing shareholders with the use of an online voting service at www.eproxyappointment.com offered by the Company's Registrars, Computershare Investor Services PLC. Shareholders can use this service to appoint a proxy online. The same voting deadline applies as though you were using your Personalised Voting Form to appoint a proxy by post to vote for you. You will need to use the unique control number that is printed on your Personalised Voting Proxy Form.

Recommendation

The Board considers the proposal for the renewal of the share buy-back authority set out in this document to be in the best interests of the Company and its Shareholders as a whole and will enable the Board to continue its active discount management policy. Accordingly, the Directors unanimously recommend all Shareholders to vote in favour of the resolution to be proposed at the General Meeting.

Yours faithfully

Gordon Grender
Chairman

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Jupiter US Smaller Companies PLC

(Incorporated in England and Wales under the Companies Act 1948 to 1985 with registered number 02781968 and registered as an investment company under section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Jupiter US Smaller Companies PLC (the "Company") will be held at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ at 10.00am on 9 May 2018 for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution:

SPECIAL RESOLUTION

1. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 693 of the Companies Act 2006, (the "Act") to make one or more market purchases (within the meaning of section 693(4) of the Act) on the London Stock Exchange of Ordinary Shares provided that:

(a) the maximum number of shares that may be purchased is 2,276,827 Ordinary shares, being 14.99 per cent. of the issued number of shares at the date of this document or, if lower, such number as is equal to 14.99 per cent. of the issued number of shares at the date of passing the resolution;

(b) the minimum price which may be paid shall be each of their respective nominal values;

(c) the maximum price (excluding the expenses of such purchase) which may be paid for each Ordinary share is the higher of:

(i) 105 per cent. of the average middle market quotations for such Ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is purchased; and

(ii) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Article 5(1) of Commission Regulation EC 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No. 2273/2003); and

(d) unless renewed, this authority shall expire 12 months from the date of passing this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company to be held in 2018, save that the Company may, prior to such expiry, enter into a contract to purchase shares which will or may be completed or executed wholly or partly after such expiry.

By order of the Board

Jupiter Asset Management Limited

Company Secretary

23 April 2018

Registered Office:

The Zig Zag Building

70 Victoria Street

London

SW1E 6SQ

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NOTES:

1. A Member entitled to attend and vote may appoint a proxy or proxies to attend, speak and vote instead of him or her. A proxy need not be a member of the Company. A form of proxy is enclosed which, if used, must be lodged at the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than forty-eight hours before the Meeting. Alternatively you can appoint a proxy electronically by visiting eproxyappointment.com. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN which are printed on the form of proxy or contained within the email sent to you. To appoint more than one proxy you may photocopy this form. You may appoint a person other than the Chairman as your proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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.

2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that to be entitled to attend and vote at the general meeting (and for the purpose of the determination by the Company of the number of votes they may cast), Members must be entered on the Company's Register of Members at 6.00pm on 4 May 2018. If the meeting is adjourned then, to be so entitled, Members must be entered on the Company's Register of Members at the time which is 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.

3. As at 23 April 2018 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital was 15,188,974 Ordinary shares and the total voting rights were 18,223,413.

4. The vote 'Withheld' is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Withheld' vote is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

5. The completion and return of this form will not preclude a Member from attending the meeting and voting in person.

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held on 9 May 2018 and any adjournment(s) thereof 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 voting 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.

7. 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 CRESTCo's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 Company's agent ID (3RA50) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. 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 Company'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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. 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(s), to procure that his 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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.

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, if it is appointing more than one corporate representative, it does not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative. Representatives should bring to the meeting evidence of their appointment, including any authority under which it is signed.

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1. If you have disposed of your holding in the Company this document should be passed on to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

2. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 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 Meeting. 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.

3. A copy of the Notices of Meeting and other information required by section 311A of the Companies Act 2006, can be found at www.jupiteram.com/JUS.

4. Pursuant to Section 319A of the Companies Act 2006, the Company must cause to be answered at the General Meeting any question relating to the business being dealt with at the General Meeting which is put by a Member attending the Meeting except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the Meeting or if it would involve the disclosure of confidential information.

5. Under Sections 338 and 338A of the 2006 Act, Members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to Members of the Company entitled to receive notice of the Meeting, notice of a resolution which those Members intend to move (and which may properly be moved) at the Meeting; and/or (ii) to include in the business to be dealt with at the Meeting any matter (other than a proposed resolution) which may properly be included in the business at the Meeting. A resolution may properly be moved, or a matter properly included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than the date that is six clear weeks before the Meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

6. Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice of Meeting or Form of Proxy should not be used for the purpose of serving information on the Company (including the service of documents or information relating to the proceedings at the General Meeting).

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