Jupiter Fund Management PLC

Pre-Annual General Meeting Information • Mar 28, 2014

Jupiter Fund Management plc

Registered offi ce 1 Grosvenor Place London SW1X 7JJ

2 8 March 2014

Dear Shareholder

Annual General Meeting of Jupiter Fund Management plc

The Annual General Meeting ('AGM') for Jupiter Fund Management plc (the 'Company') will be held at 3.00pm on Wednesday 21 May 2014 at the Caledonian Club, 9 Halkin Street, London SW1X 7DR. The formal Notice of Annual General Meeting and the resolutions to be proposed are set out on pages 2 to 4 of this document.

Directorate change

Following the announcement of the results for the year ended 31 December 2013 on 27 February 2014, funds advised by TA Associates Management L.P. ('TA') sold their holding in shares of the Company. Under the terms of the relationship agreement between the Company and TA, TA ceased to be entitled to nominate a non-executive Director to the Board and the relationship agreement terminated. Accordingly, Michael Wilson, who was nominated by TA, will be stepping down from the Board on 21 May 2014 immediately before the AGM. Michael will not be seeking re-election and the enclosed Notice of AGM refl ects this position. I would like to take this opportunity to thank Michael for his contribution to the Board since joining Jupiter in 2007.

Once Michael ceases to be a Director, at least half of the Board (excluding the Chairman) will comprise non-executive Directors determined by the Board to be independent. From 21 May 2014 the Board will comply with the UK Corporate Governance Code in this regard.

Final dividend

Shareholders are being asked to approve the payment of a fi nal dividend of 9.1p per ordinary share for the year ended 31 December 2013. If the dividend is approved by shareholders at the AGM, it will be paid on 27 May 2014 to all ordinary shareholders on the register of members of the Company at the close of business on 11 April 2014.

Receipt of copies of Annual Report & Accounts

The Companies Act 2006 prescribes the methods by which a company is permitted to communicate with its shareholders. The Company's Articles of Association include provisions allowing the Company to use its website to publish certain statutory communications and documents . Accordingly, documents including notices of Annual General Meetings and the Annual Report & Accounts, are published on the Company website at www. jupiteronline.com. Reducing the number of communications sent by post not only results in cost savings to the Company, but also reduces the impact that the unnecessary printing and distribution of documents has on the environment. In addition to including provisions in the Company's articles of association sanctioning this website publication, company law requires that shareholders are individually asked whether they wish to continue to receive documents other than by website publication. The Company regularly reviews communications provided to shareholders and proposes to ask shareholders again whether they wish to continue to receive documents by website publication. Please note that, if you consent to receive documents by website publication, you will continue to be notifi ed each time that the Company places a document on its website and this notifi cation will be sent to you by post. If you wish to continue to receive a hard copy of notices of general meetings and other documents, including the Annual Report & Accounts, you will need to complete the accompanying form and return it as instructed.

Voting

You will fi nd enclosed a Form of Proxy for use at the AGM. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM. Forms of Proxy should be returned so as to be received by Capita Asset Services, using the reply paid envelope provided, as soon as possible and, in any event, no later than 48 hours before the time appointed for holding the AGM, that is to say, no later than 3.00pm on 19 May 2014.

Recommendation

Your Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your Directors unanimously recommend that you vote in favour of all the resolutions, as they intend to do in respect of their own benefi cial holdings.

Yours sincerely

Jamie Dundas

Chairman

Registered in England and Wales No: 6150195 Registered Offi ce: 1 Grosvenor Place, London SW1X 7JJ

Notice of Annual General Meeting

This document is important and requires your immediate attention.

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

If you have sold or otherwise transferred all of your ordinary shares in Jupiter Fund Management plc (the 'Company'), please pass this document and the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Whether or not you propose to attend the Annual General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned so as to reach the Company's Registrars by no later than 3.00pm on 19 May 2014.

Notice is hereby given that the Annual General Meeting of Jupiter Fund Management plc (the 'Company') will be held at 3.00pm on 21 May 2014 at The Caledonian Club, 9 Halkin Street, London SW1X 7DR. Shareholders will be asked to consider and, if thought fi t, pass the following resolutions, which will be proposed as ordinary resolutions, except for resolutions 18, 19 and 20, which will be proposed as special resolutions.

Ordinary Resolutions

Report & Accounts

1. To receive the report of the Directors and the fi nancial statements of the Company for the year ended 31 December 2013 together with the report of the Auditors on those fi nancial statements.

Remuneration report

• 2. To approve the Annual report on remunerationfor the year ended 31 December 2013, as set out on pages 57 to 68 of the Company's annual report and accounts 2013 (the 'Annual Report & Accounts').
• 3. To approve the Directors' remuneration policyto take effect from 21 May 2014, asset out on pages 49 to 56 of the Annual Report & Accounts.

Dividend

4. To approve the payment of a fi nal dividend of 9.1 p per ordinary share for the year ended 31 December 2013.

Re-election of Directors

• 5. To re-elect Jamie Dundas as a Director of the Company.
• 6. To re-elect Liz Airey as a Director of the Company.
• 7. To re-elect Edward Bonham Carter as a Director of the Company.
• 8. To re-elect John Chatfeild-Roberts as a Director of the Company.
• 9. To re-elect Philip Johnson as a Director of the Company.
• 10. To re-elect Maarten Slendebroek as a Director of the Company.
• 11. To re-elect Jon Little as a Director of the Company.
• 12. To re-elect Matteo Dante Perruccio as a Director of the Company.

13. To re-elect Lorraine Trainer as a Director of the Company.

Re-appointment of auditors and auditors' remuneration

• 14. To re-appoint PricewaterhouseCoopers LLP as the Company's auditors to hold offi ce from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid before the meeting.
• 15. To authorise the Audit Committee to fi x the remuneration of the Company's auditors.

Authority to allot shares

• 16. That, in substitution for all subsisting authorities to the extent unused, the Directors be and they are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
• (a) up to an aggregate nominal amount of £3,051,332 (such amount to be reduced by the nominal amount of any equity securities (as defi ned in section 560 of the Act) allotted or granted under paragraph (b) of this resolution in excess of £3,051,332); and
• (b) comprising equity securities (as defi ned in section 560 of the Act) up to an aggregate nominal amount of £6,102,664 (such amount to be reduced by any shares allotted or rights granted under paragraph (a) of this resolution) in connection with an offer by way of a rights issue:
• (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter.

Notice of Annual General Meeting continued

The authorities conferred on the Directors under paragraphs (a) and (b) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 June 2015, whichever is the earlier, except that under each authority the Company may, at any time before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such offer or agreement as if the relevant authority conferred hereby had not expired.

Political donations

• 17. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the 'Act'), the Company and all companies that are or become subsidiaries of the Company at any time during the period for which this resolution is effective be and are hereby authorised:
• (a) to make political donations to political parties and/or independent election candidates (as such terms are defi ned in sections 363 and 364 of the Act);
• (b) to make political donations to political organisations other than political parties (as such terms are defi ned in sections 363 and 364 of the Act); and/or
• (c) to incur political expenditure (as such term is defi ned in section 365 of the Act);

in respect of each authorisation under paragraphs (a), (b) and (c) above, up to a maximum amount of £100,000 and in respect of all such authorisations up to an aggregate amount of £100,000 in each case during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting of the Company after the passing of this resolution or at the close of business on 30 June 2015, whichever is the earlier. The maximum amounts referred to in this paragraph may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

Special Resolutions

Disapplication of pre-emption rights

• 18. That, subject to the passing of resolution 16, and in substitution for all subsisting authorities to the extent unused, the Directors be and they are empowered, pursuant to section 570 and section 573 of the Companies Act 2006 (the 'Act'), to allot equity securities (as defi ned in section 560 of the Act) for cash, either pursuant to the authorities of the Directors under section 551 of the Act conferred by resolution 16, or by way of a sale of treasury shares, in each case as if section 561(1) of the Act did not apply to such allotment, provided that the power conferred by this resolution:
• (a) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b)

of resolution 16, by way of a rights issue only): (i) to ordinary shareholders in proportion as nearly as may be practicable to their existing holdings and (ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may deem necessary or appropriate to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and

(b) in the case of the authority granted under paragraph (a) of resolution 16 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the Act, shall be limited to the allotment (otherwise than under paragraph (a) of this resolution 18) of equity securities up to an aggregate nominal value equal to £457,699,

and, unless previously revoked, varied or extended, this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 June 2015, whichever is the earlier, except that the Company may, before the expiry of this power, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Purchase of own shares

• 19. That the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 of the Companies Act 2006 (the 'Act'), to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 2p each in the capital of the Company ('ordinary shares') on such terms and in such manner as the Directors may from time to time determine, provided that:
• (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 45,769,991;
• (b) the minimum price (exclusive of expenses) that may be paid for an ordinary share is 2p;
• (c) the maximum price (exclusive of expenses) that may be paid for an ordinary share is the higher of (i) an amount equal to 105 per cent. of the average of the middle market prices for an ordinary share (as derived from the Daily Offi cial List of the London Stock Exchange) for the fi ve business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share, as derived from the London Stock Exchange Trading System;

Notice of Annual General Meeting continued

• (d) the authority conferred hereby shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 June 2015, whichever is the earlier, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and
• (e) the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

Notice period for general meetings

20. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the Board Adrian Creedy Company Secretary 2 8 March 2014

Registered Offi ce 1 Grosvenor Place London SW1X 7JJ

Explanatory notes to the Notice of Annual General Meeting

Approval of Resolutions

Resolutions proposed as 'ordinary resolutions' require more than 50 per cent. of votes cast in person or by proxy to be in favour of the resolution. Resolutions proposed as 'special resolutions' require 75 per cent. or more of votes cast in person or by proxy to be in favour of the resolution.

Annual Report & Accounts (resolution 1)

The Directors of the Company are required to present the Annual Report & Accounts for the year ended 31 December 2013 together with the Directors' and Auditors' reports thereon to the shareholders at a general meeting of the Company.

Remuneration report (resolutions 2 and 3)

Due to a change in law since the 2013 AGM, this approval of the Remuneration report is now sought in two parts. Resolution 2 seeks approval (on an advisory basis) of the Annual report on remuneration (set out in pages 57 to 68 of the report and accounts). Resolution 3 seeks approval (on a binding basis) of the Directors' remuneration policy (set out in pages 49 to 56 of the Annual Report & Accounts). If approved, the policy will remain in effect (unless altered by further shareholder vote) for the next three years. In any event, the remuneration policy cannot remain in effect for more than three years (as defi ned in the Companies Act 2006) without further shareholder approval.

Dividend (resolution 4)

A fi nal dividend can only be paid following approval by shareholders at an annual general meeting. A fi nal dividend of 9.1p per ordinary share is recommended by the Directors for payment to shareholders on the register of members of the Company at the close of business on 11 April 2014. If approved by shareholders at the AGM, the fi nal dividend will be paid on 27 May 2014.

Re-election of Directors (resolutions 5 to 13)

In accordance with the recommendations of the UK Corporate Governance Code, the Directors (with the exception of Mi chael Wilson who is not seeking re-election) have resolved that they will all retire at the AGM. All retiring Directors offer themselves for reelection by shareholders.

The Board has determined that, in its judgment, all of the non-executive Directors being proposed for re-election meet the independence criteria prescribed in the UK Corporate Governance Code as all are independent in character and judgment and there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgment.

The resolutions relating to the election of the Directors are proposed as separate resolutions numbered 5 to 13. The performance of the Board as a whole, as well as the contribution made by the individual non-executive Directors, has been formally evaluated during the course of the year. After considering this evaluation, the Chairman believes that the performance of each of the individuals standing for re-election continues to be effective and each individual demonstrates commitment to the role and

that their respective skills complement each other to enhance the overall operation of the Board.

Biographical details of each of the Directors standing for election or re-election are set out on pages 8 and 9.

Re-appointment of auditors and auditor s' remuneration (resolutions 14 and 15)

The Company is required to appoint auditors at each general meeting at which accounts are presented to shareholders to hold offi ce until the next such meeting. PricewaterhouseCoopers LLP have indicated their willingness to continue in offi ce. Accordingly, resolution 14 proposes the re-appointment of PricewaterhouseCoopers LLP as the Company's auditors to hold offi ce until the conclusion of the next general meeting of the Company at which accounts are laid before the meeting.

It is common practice for a company's audit committee to be authorised to determine the level of the auditors' remuneration for the ensuing year. Resolution 15 proposes to give such authority to the Audit Committee.

Authority to allot shares (resolution 16)

Paragraph (a) of this resolution will authorise the Directors to allot ordinary shares of the Company (including any held in treasury) or grant rights to subscribe for or to convert any securities into ordinary shares without restriction up to an aggregate nominal amount equal to £3,051,332 (representing 152,566,600 ordinary shares). This amount represents approximately one-third of the Company's current issued share capital as at 2 6 March 2014 (the latest practicable date before the publication of this Notice).

In addition, in accordance with guidance from the Association of British Insurers ('ABI') on the expectations of institutional investors in relation to the authority of directors to allot shares, on the passing of resolution 16 the Directors will have authority (pursuant to paragraph (b) of the resolution) to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount of £6,102,664, as reduced by the nominal amount of any shares issued under paragraph (a) of resolution 16. This amount (before any reduction) represents approximately two-thirds of the Company's current issued share capital as at 2 6 March 2014 (the latest practicable date before the publication of this Notice).

The authorities under resolution 16 will expire at the conclusion of the Company's annual general meeting in 2015 or, if earlier, on 30 June 2015. The Directors intend to seek to renew equivalent authorities at each AGM, in accordance with the current practice. The Directors have no present intention of exercising this authority except in connection with the Company's obligations under its employee share schemes.

Political donations (resolution 17)

This resolution seeks authority for the Company and its subsidiaries to make political donations up to an aggregate amount of £100,000. Part 14 of the Companies Act 2006, provides that political donations made by a company to political

Explanatory notes to the Notice of Annual General Meeting continued

parties, to other political organisations and to independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

It is not the policy of the Company to make political donations of the type caught by these provisions and the Directors have no intention of changing this policy. However, as a result of the wide defi nitions in the Companies Act 2006, it is possible that normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties at local, national and European level), might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Companies Act 2006.

This resolution does not purport to authorise any particular donation or expenditure, but is expressed in general terms as required by the Companies Act 2006 and is intended to authorise normal donations and expenditure. If passed, resolution 17 would ensure that the Company and its subsidiaries act within the provisions of current UK company law and best practice when carrying out activities of the type covered by the Act. If given, this authority will expire at the conclusion of the annual general meeting of the Company in 2015 or, if earlier, on 30 June 2015.

Disapplication of pre-emption rights (resolution 18)

If the Directors wish to exercise the authority under resolution 16 and offer ordinary shares (or sell any ordinary shares which the Company may purchase and elect to hold as treasury shares) for cash, the Companies Act 2006 requires that, unless shareholders have given specifi c authority for the waiver of their statutory pre-emption rights, the shares must be offered fi rst to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash or sell any shares held in treasury for cash without fi rst offering them to existing shareholders in proportion to their holdings.

Resolution 18 will empower the Directors to allot ordinary shares for cash or sell any shares held in treasury for cash, pursuant to the authority granted under resolution 16, (i) by way of a rights issue (subject to certain exclusions), (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of existing shareholders in proportion to their shareholdings (subject to certain exclusions) and (iii) to persons other than existing shareholders up to an aggregate nominal value of £457,699 (corresponding to 22,884,950 ordinary shares), which represents approximately 5 per cent. of the Company's issued share capital as at 2 6 March 2014 (the latest practicable date before the publication of this Notice). This resolution also applies to the sale and re-issue of ordinary shares held as treasury shares by the Company. If given, this authority will expire at the conclusion of the annual general meeting of the Company in 2015 or, if earlier, on 30 June 2015. The Directors intend to seek to renew equivalent powers at each AGM in accordance with current best practice.

The Directors have no present intention of using this power other than in connection with the Company's employee share schemes and any scrip dividend alternatives. In accordance with the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities, the Directors do not intend to issue shares representing more than 7.5 per cent. of the Company's issued share capital (excluding treasury shares) for cash on a non-pre-emptive basis in any rolling three year period without prior consultation with shareholders.

Authority for the Company to purchase its own shares (resolution 19)

This resolution renews the existing authority, which expires at the conclusion of the AGM. In certain circumstances, it may be advantageous for the Company to purchase its own ordinary shares and this resolution seeks authority to enable the Company to make market purchases of up to 45,769,991 of its own shares (i.e. £915,399 in nominal value), representing 10 per cent. of its issued share capital (excluding treasury shares) as at 2 6 March 2014 (the latest practicable date before the publication of this Notice). The maximum price (exclusive of expenses) which may be paid for each share will be the higher of (i) 105 per cent. of the average market value for the fi ve business days immediately preceding the day of the purchase and (ii) the higher of the price of the last independent trade of an ordinary share in the Company and the highest current independent bid for an ordinary share at the time the purchase is carried out. The minimum price (exclusive of expenses) per share will be 2p, being the nominal value of each ordinary share.

The authority will expire at the conclusion of the Company's annual general meeting in 2015 or 30 June 2015 (whichever is the earlier). The Board, however, intends to seek renewal of this power at subsequent annual general meetings in accordance with current best practice.

Under the Companies Act 2006, the Company is allowed to hold its own shares in treasury following a buyback instead of having to cancel them. This enables the Company to re-issue treasury shares quickly and cost-effectively and provides the Company with additional fl exibility in the management of its capital base. Such shares may be resold for cash, but all rights attaching to them, including voting rights and any right to receive dividends, are suspended while they are held in treasury.

Any ordinary shares purchased under the renewed authority will either be cancelled or held in treasury. The Directors will use this authority to purchase shares after taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall fi nancial position of the Company. Further, the Directors will only purchase such shares after taking into account the effects on earnings per ordinary share and if such purchase is in the interests of shareholders generally. The Directors have no present intention of exercising the authority to purchase any of the Company's ordinary shares. The Company currently holds no ordinary shares in treasury.

Explanatory notes to the Notice of Annual General Meeting continued

Notice period for general meetings (resolution 20)

Changes made to the Companies Act 2006 by the Shareholders' Rights Regulations increase the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice. If resolution 20 is passed, the Company will be able to call all general meetings (other than annual general meetings) on 14 clear days' notice. The approval will be effective until the Company's annual general meeting in 2015, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where fl exibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.

In order to be able to call a general meeting on less than 21 clear days' notice, the Company will also need to meet the requirements for electronic voting prescribed by the Companies Act 2006.

Directors' Biographies

Jamie Dundas

Non-executive Chairman R,N

Jamie Dundas was appointed as non-executive Chairman of the Group in January 2008.

Jamie is currently a non-executive director of Standard Chartered PLC and is Chairman of its Board Risk Committee . As already announced, he will be stepping down from the board of Standard Chartered plc later this year. He was anon-executive director of J Sainsbury plc between 2000 and 2007 and of Drax Group plc between 2005 and 2010. After being called to the Bar, Jamie's early career was in banking at Morgan Grenfell, where he became Head of Corporate and International Banking. He was subsequently Finance Director of the Hong Kong Airport Authority and Chief Executive of UK-based property company, MEPC. He is deputy President (formerly Chairman) of Macmillan Cancer Support.

Jamie has over 40 years' experience in international fi nance and investment banking.

Liz Airey

Senior Independent non-executive Director A, R, N

Liz Airey was appointed as the non-executive senior independent Director of the Company in May 2010.

Liz served as Finance Director of Monument Oil and Gas plc from 1990 to 1999, when it was sold to Lasmo plc. She is currently a non-executive director and Chairman of the audit committee of Tate & Lyle PLC and Dunedin Enterprise Investment Trust PLC and Chairman of the Unilever UK Pension Fund.

Liz has signifi cant and relevant fi nancial skills and experience in fi nancial governance and executive leadership.

Edward Bonham Carter

Executive Vice Chairman

Edward Bonham Carter was appointed Chief Executive Offi cer of the Company in June 2007. Maarten Slendebroek succeeded Edward as Chief Executive Offi cer on 17 March 2014 when Edward took on a new executive role as Vice Chairman.

Edward Bonham Carter joined Jupiter in 1994 as a UK fund manager after working at both Schroders (1982-1986) and Electra Investment Trust (1986-1994). Edward was appointed Chief Investment Offi cer in 1999 and Joint Group Chief Executive of Jupiter Investment Management Group Limited in May 2000. Edward relinquished his role as Chief Investment Offi cer in February 2010. On 1 January 2014 Edward joined the board of Land Securities Group plc as a non-executive director.

Edward has over 30 years' experience in the investment market. Having held his position as Chief Executive Offi cer since 2000, he has extensive knowledge of the fund management business.

John Chatfeild-Roberts

Chief Investment Offi cer

John Chatfeild-Roberts was appointed Chief Investment Offi cer in February 2010.

John Chatfeild-Roberts joined Jupiter in March 2001 to establish and lead the team running the Jupiter Merlin portfolios. His earlier career in fund management was at Lazard Brothers Asset Management (1995-2001) and Henderson Administration (1990-1995). He held a Short Service Commission in the British Army in the 1980s.

John has many years' experience in investment management and is also a fellow of the Chartered Institute for Securities and Investment.

Philip Johnson

Chief Financial Offi cer

Philip Johnson joined Jupiter as Chief Financial Offi cer in October 2009.

Philip started his career at Coopers & Lybrand, where he qualifi ed as a chartered accountant. He left in 1996 to work in Prudential plc's group head offi ce before transferring to M&G in 2000. He spent eight years at M&G, with the last fi ve as Group Finance Director, after which he joined Marshall Wace LLP as Finance Director in 2008. Philip is responsible for fi nance, treasury, information technology, compliance, risk and investor relations.

With over 20 years in the fi nancial services industry, Philip has signifi cant UK fi nancial and reporting experience.

Maarten Slendebroek

Chief Executive Offi cer

Maarten Slendebroek joined Jupiter in September 2012 as Distribution and Strategy Director. He succeeded Edward Bonham Carter as Chief Executive Offi cer on 17 March 2014.

Before joining Jupiter in September 2012 as Head of Distribution & Strategy, Maarten spent 18 years at BlackRock and its predecessor companies. At BlackRock he was a member of the fi rm's global operating committee and European executive committee. His last two roles were Head of BlackRock Solutions EMEA and Head of International Retail. At BlackRock Solutions, Maarten led the teams responsible for complex portfolio analytics and asset valuation projects as well as the marketing and implementation of BlackRock's Aladdin operating platform. As Head of International Retail, he was responsible for the build-out and running of all mutual fund-related business in the world outside of the United States and Canada. Earlier in his career, Maarten gained extensive experience as a sell side European equity analyst.

Maarten has brought over 25 years' general experience from the asset management and fi nancial services industry to his role, together with extensive specifi c knowledge and experience of running cross-border asset management operations in the international retail sector.

Directors' Biographies continued

Jon Little

Independent non-executive Director A

Jon Little was appointed a non-executive Director of the Company in September 2011.

Jon is a Partner in Northill Capital – a private investment business backed by one of Europe's wealthiest families. From 2000 until 2010, he was Vice Chairman of BNY Mellon Asset Management and, as part of that role, he held a number of positions including Chairman of Dreyfus – one of the US's oldest mutual fund companies, Chairman of Insight Investments and of West LB Mellon Asset Management. In addition, he was also a director of other asset managers in the group including Newton, Walter Scott, Alcentra and Pareto Partners. From 1997-2000, Jon was at JP Morgan Investment Management where he was Vice President and Head of Distribution responsible for International Funds and from 1991-1997 he was at Fidelity Investments latterly as Director of UK Business Development. Jon is also a director of Alpha Strategic PLC.

Jon has developed extensive experience of the asset management industry on an international scale through roles with a number of global institutions and has considerable expertise in running asset management businesses in the UK and overseas.

Matteo Dante Perruccio

Independent non-executive Director R

Matteo Dante Perruccio was appointed a non-executive Director of the Company in October 2008.

Matteo started his career in fi nancial services in 1986, spending six years at San Paolo IMI before moving to American Express Bank in 1992 as Executive Director, Head of EMEA. In 2000, he moved to Pioneer Investment Management to head up the fi rm's international business before moving to work in Milan, a posting that culminated in his appointment in 2005 as CEO International/ CEO Pioneer Investment Management SGR, Milan. Matteo left Pioneer in 2006 to take up the role of Co-Chief Executive at Olympia Capital Management in Paris and left in 2008 to found and become Chief Executive Offi cer of Hermes BPK Partners LLP. From January to December 2013 he was Chief Executive Offi cer of Rebacapital, a renewable energy fund investment management company based in London.

Matteo brings considerable strategic management and business oversight experience within the fi nancial services sector. He has particular experience in international fi nance and investment.

Lorraine Trainer

Independent non-executive Director A,R,N

Lorraine Trainer was appointed as a non-executive Director of the Company in May 2010.

In her executive career, Lorraine held a number of human resource leadership roles in international organisations, focusing on performance and development. These include Citibank NA, the London Stock Exchange and Coutts, then part of the NatWest Group. In addition to her board work, she works in the area of director development at and around board level for a variety of international groups. Lorraine was a non-executive director of Aegis Group plc between August 2005 and March 2013 and she is also a non-executive director of Essentra plc and Colt Group S.A.

Lorraine brings her experience from HR leadership in the areas of cultural development, team performance and reward both from her executive career and her work on director development.

• ^A Member of the Audit Committee
• ^R Member of the Remuneration Committee
• ^N Member of the Nomination Committee

Notes

1. Entitlement to attend and vote

A shareholder who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote on his/her behalf. Such a proxy need not also be a shareholder of the Company, but must attend the meeting in person for the shareholder's vote to be counted. If a shareholder appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the shareholder.

2. Appointment of proxies

A Form of Proxy for use by shareholders at the AGM is enclosed with this document. If a shareholder wishes to appoint more than one proxy and so requires additional Forms of Proxy, the shareholder should photocopy the Form of Proxy or contact Capita Asset Services on 0871664 0300*. In order to be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certifi ed copy thereof) must be lodged with the Company's registrar by one of the following methods:

• (i) in hard copy, by post, by courier or by hand (during normal business hours only) to Capita Asset Services, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU; or
• (ii) in the case of CREST electronic proxy appointment service, in accordance with the procedures set out below,

and in either case to be received by Capita Asset Services no later than 3.00pm on 19 May 2014. Completion and return of the Form of Proxy will not prevent the shareholder from attending the meeting and voting in person. Amended instructions must also be received by Capita Asset Services by the deadline for receipt of Forms of Proxy.

* (Calls cost 10p per minute plus network extras, lines are open 9.00am to 5.30pm Monday to Friday).

3. Regulation 41 of the Uncertifi cated Securities Regulations 2001 (as amended)

The Company specifi es that only those shareholders registered on the Company's register at 6.00pm on 19 May 2014 (the 'Specifi ed Time') (or, if the meeting is adjourned to a time more than 48 hours after the Specifi ed Time, by 6.00pm on the day which is two working days before the time fi xed for the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. If the meeting is adjourned to a time not more than 48 hours after the Specifi ed Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the entries on the Company's share register after that time shall be disregarded in determining the rights of any shareholder to attend and vote at the meeting, notwithstanding any provision in any enactment or the Company's articles of association.

4. CREST voting

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising 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. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('Euroclear') specifi cations and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). 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: RA10) by the latest time(s) for receipt of proxy appointments specifi ed in Note 2 above. For this purpose, the time of the receipt will be taken to be the time (as determined by the time stamp 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. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001 (as amended). CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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/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 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 Uncertifi cated Securities Regulations 2001 (as amended)

5. Corporate representatives

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.

Notes continued

6. Nominated Persons

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. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 and 2 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the shareholder who nominated the Nominated Person to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that shareholder, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interests in the Company (including any administrative matter). The only exceptions to this are where the Company expressly requests a response from a Nominated Person.

7. Votes Withheld

The 'Vote Withheld' is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' 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.

8. Voting rights

As at 2 6 March 2014 (the latest practicable date before the publication of this Notice) the Company's issued share capital comprised 457,699,916 ordinary shares of 2p each. Each ordinary share carries the right to one vote at a general meeting of the Company. The total voting rights in the Company as at 2 6 March 2014 are 457,699,916.

9. Website

A copy of the Notice of Meeting and other information required by section 311A of the Companies Act 2006 can be found at www.jupiteronline.com.

10. Shareholder requests under section 527 of the Companies Act 2006

Under section 527 of the Companies Act 2006, shareholders 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 auditors' report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold offi ce since the previous meeting at which the annual report and accounts were laid in accordance with section

437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to cover any costs incurred in complying with sections 527 to 528 of the Companies Act 2006 and is required to forward any statement placed on a website to the Company's auditors not later than the time when it makes the statement on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

11. Shareholder questions

All shareholders and their proxies will have the opportunity to ask questions at the AGM. The Company must cause to be answered any question relating to the business being dealt with at the meeting put by a shareholder attending the meeting. When invited by the Chairman, it would be useful if you could state your name before you ask your questions. Shareholders should note that questions need not be answered at the meeting if (i) it would interfere unduly with the preparation for the meeting or would involve the disclosure of confi dential information ; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. In circumstances where an answer is not available for the Chairman to provide, he may nominate a Company representative to answer a specifi c question after the meeting.

12. Shareholders

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

Under sections 338 and 338A Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company:

• (a) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or
• (b) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business.

A resolution may properly be moved or a matter may properly be included in the business unless:

• (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of 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.

Notes continued

Such a request may be in hard copy form or in electronic form, and must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 8 April 2014, being the date 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.

13. Inspection of documents

The following documents will be available for inspection at the registered offi ce of the Company during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded) until the date of the AGM and also at The Caledonian Club, 9 Halkin Street, London SW1X 7DR on the date and at the place of the AGM from 2.45pm until the conclusion of the Annual General Meeting:

• copies of the executive Directors' service contracts; and
• copies of the letters of appointment of the non-executive Directors.