NOTICE OF ANNUAL GENERAL MEETING 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This year's Annual General Meeting will be held at 11.00am on 11 May 2022 at The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ.

3 Letter from Chairman

4 Notice of AGM
6 Explanatory Notes
8 Directors' Biographies
10 Notes
12 Getting to the 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 immediately from your stockbroker, bank manager, 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 Jupiter Fund Management plc (the 'Company'), please pass this document 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 submit a proxy vote in accordance with the voting instructions on page 3. The proxy must be submitted, or in the case of a paper proxy signed, completed and returned, so as to reach the Company's Registrars, Link Group, by no later than 11.00am on 9 May 2022.

This communication has been sent to certain beneficial owners of shares that have been nominated by their registered holders to enjoy information rights in accordance with section 146 of the Companies Act 2006. Such persons are advised that, in order to vote at the forthcoming Annual General Meeting, they must issue an instruction to the registered holder of their shares. The Company may only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from their nominated persons.

LETTER FROM THE CHAIRMAN

Dear Shareholder

I am pleased to be writing to you with details of the Annual General Meeting (the 'AGM') of Jupiter Fund Management plc (the 'Company').

The AGM will be held at 11.00am on 11 May 2022 at The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ. The Notice of AGM is set out on pages 4 to 5 of this document and an explanation of the resolutions to be considered can be found on pages 6 to 9.

AGM arrangements

We are delighted to welcome shareholders back to our offices to attend the AGM this year. However, please be aware that there remains the possibility for plans to be disrupted by the Coronavirus pandemic. We therefore encourage you to appoint a proxy in advance of the meeting utilising one of the methods detailed below. If you appoint the Chairman 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.

We have arranged for an audio webcast of the AGM in the event you are not able to attend in person. The webcast will enable you to listen to the proceedings and ask questions remotely, but does not support electronic voting. Therefore webcast participants will need to submit their vote by proxy in advance of the meeting. You can access the webcast using the following link: https://secure.emincote.com/client/jupiter/ jfm028 or via our website www.jupiteram.com.

Shareholders will be able to submit questions to the Board in advance of the AGM via email to [email protected] and/or during the AGM in person or via the webcast. Any such questions will either be answered at the AGM or responses will be provided directly to shareholders by email.

Please continue to monitor the Company's website and announcements for any updates in relation to the AGM arrangements that may need to be provided.

Final Dividend

The Board is recommending a final dividend for the year ended 31 December 2021 of 9.2p per ordinary share (2020: 9.2p per ordinary share), which is subject to approval by shareholders. If the dividend is approved at the AGM on 11 May 2022, it will be paid on 20 May 2022 to all ordinary shareholders on the Register of Members at the close of business on 22 April 2022.

Directors

David Cruickshank and Dale Murray joined the Board as Non-Executive Directors on 1 June 2021 and 1 September 2021 respectively and both will stand for election by shareholders for the first time at this year's AGM. Both Directors have already made a significant contribution and we are benefitting from their expertise.

Subject to his election at the AGM, David will be appointed as Chairman of the Audit and Risk Committee from the conclusion of the AGM.

Polly Williams, the current Chairman of our Audit and Risk Committee, has decided to step down from the Board and is the only Director not seeking re-election at this year's AGM. She leaves the Board with our sincere gratitude for her substantial contribution throughout her tenure.

Suzy Neubert was appointed as an independent Non-Executive Director and member of the Nomination and Remuneration Committees with effect from 1 March 2022 and will also be seeking election by shareholders for the first time. All other Directors will be seeking re-election.

The Nomination Committee has reviewed the performance and commitment of each Director standing for election or re-election and the Board accordingly recommends their continued appointment. Further information on the strengths our Directors bring to the Board, can be found in the Director biography section on pages 8 to 9.

2021 AGM voting update

At the 2021 AGM the resolution to authorise the Directors to allot shares up to a value of approximately one-third of the issued share capital was passed with 77.79% in favour. This result was primarily driven by one major shareholder and we have continued our engagement with them and provided the required updates in line with the UK Corporate Governance Code.

After careful consideration the Board has agreed that the authority to allot shares up to a value of approximately one-third of the issued share capital would be sought again at the 2022 AGM. We believe that this provides us with important flexibility in managing the capital of the Group. We also note that the authority sought is lower than the maximum recommended levels contained within the UK Investment Association's share capital management guidelines and is standard practice for UK listed companies.

Shareholder communications

This Notice of AGM and the Annual Report and Accounts are published on the Company's website at www.jupiteram.com. Reducing the number of communications sent by post not only results in cost savings for the Company, but also reduces the impact that the printing and distribution of documents has on the environment. If you have consented to receive these documents by website publication, you will continue to be notified each time the Company places a statutory communication on its website.

Voting

Your vote is important to us and we strongly encourage you to vote by proxy in advance of the meeting utilising one of the methods below. We are not distributing hard copies of the proxy form but are requesting that shareholders vote by:

completing the online form of proxy by logging on to www.signalshares.com and selecting Jupiter Fund Management plc. If you have not yet registered with www.signalshares. com you will need your investor code (IVC) which is detailed on your share certificate or is available by calling our registrars, Link Group ('Link'), on +44 (0)371 664 0300¹;
requesting a hard copy proxy form from Link on the telephone number shown above and returning the completed form to the address shown on the form;
in the case of CREST members, using the CREST electronic proxy service in accordance with the procedures set out on page 10; or
for institutional investors you may also be able to appoint a proxy electronically via the Proxymity platform in accordance with the procedures set out on page 10.

Your vote should be returned, so as to be received by Link, as soon as possible and, in any event, no later than 11.00am on 9 May 2022, or not less than 48 hours before the time of the holding of any adjourned meeting. Appointing a proxy will not prevent you from attending the AGM and voting in person, should you wish to do so.

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. Following the conclusion of the meeting the results of the voting will be notified to the London Stock Exchange and posted on the Company's website as soon as practicable thereafter.

Recommendation

The Board considers that all the resolutions, as set out in this Notice of AGM, are in the best interests of the Company and its shareholders as a whole. The Board unanimously recommends that you vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Yours sincerely,

Nichola Pease Chairman

28 March 2022

Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00-17:30, Monday to Friday excluding public holidays in England and Wales. You can also contact the registrar by email at [email protected]

ORDINARY RESOLUTIONS

Notice is hereby given that the Annual General Meeting (the 'AGM') of Jupiter Fund Management plc (the 'Company') will be held at 11.00am on 11 May 2022 at The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ.

Shareholders will be asked to consider and, if thought fit, pass the following resolutions.

Resolutions 1 to 16 will be proposed as ordinary resolutions. Resolutions 17 to 19 will be proposed as special resolutions.

Annual report and accounts

That the reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2021, now laid before the meeting, be received.

Annual remuneration report

To approve the Annual Remuneration Report for the year ended 31 December 2021, as set out on pages 106 to 126 of the Company's Annual Report and Accounts for the year ended 31 December 2021.

Final Dividend

To declare a final dividend of 9.2 pence per ordinary share for the year ended 31 December 2021 to be paid on 20 May 2022 to all ordinary shareholders on the Register of Members at the close of business on 22 April 2022.

Election and re-election of Directors

1. To elect David Cruickshank as a Director.
1. To elect Dale Murray as a Director.
1. To elect Suzy Neubert as a Director.
1. To re-elect Andrew Formica as a Director.
1. To re-elect Wayne Mepham as a Director.
1. To re-elect Chris Parkin as a Director.
10.To re-elect Nichola Pease as a Director.
1. To re-elect Karl Sternberg as a Director.
12.To re-elect Roger Yates as a Director.

Re-appointment of the auditors and auditors' remuneration

13.To re-appoint PricewaterhouseCoopers LLP ('PwC') as the Company's auditors to hold office 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.
14.To authorise the Audit and Risk Committee, acting for and on behalf of the Board, to set the remuneration of the auditors.

Authority to allot shares

15.In substitution for all subsisting authorities conferred at the 2021 AGM of the Company, to the extent unused, to authorise the Directors, pursuant to section 551 of the Companies Act 2006 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 up to an aggregate nominal amount of £3,687,072.

The authority conferred on the Directors shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution or at the close of business on 30 June 2023, whichever is the earlier, except that under this authority the Company may, at any time before such expiry, make offers or enter into agreements 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 offers or agreements as if the authority conferred hereby had not expired.

Political donations

16.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 to:
- a. make political donations to political parties and/or independent election candidates;
- b. make political donations to political organisations other than political parties; and/or
- c. to incur political expenditure

in respect of each authorisation referred to under paragraphs (a), (b) and (c), 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 AGM of the Company after the passing of this resolution or at the close of business on 30 June 2023, 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. For the purposes of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings given to them in sections 363 to 365 of the Act.

Special Resolutions

Disapplication of pre-emption rights

17.Subject to the passing of resolution 15, and in substitution for all subsisting authorities conferred at the 2021 AGM of the Company, to the extent unused, the Directors be authorised, pursuant to section 570 and section 573 of the Companies Act 2006 (the 'Act'), to allot equity securities (as defined in section 560 of the Act) for cash, pursuant to the authority of the Directors conferred by resolution 15, and/or by way of a sale of treasury shares for cash, in each case as if section 561(1) of the Act did not apply to such allotment or sale, provided that the authority conferred by this resolution shall be limited:
- a. to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities:
  - i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings;
  - ii. to holders of other equity securities as required by the rights of those securities; or
iii. 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 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. to the allotment of equity securities pursuant to the authority granted by resolution 15 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution 17) up to an aggregate nominal value equal to £553,061;

and unless previously revoked, varied or extended, this authority shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution or at the close of business on 30 June 2023, whichever is the earlier, except that the Company may, before the expiry of this authority, make offers or enter into agreements which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Authority for the company to purchase its own shares

18.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 2 pence 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 55,306,074;
- b. the minimum price (exclusive of expenses) that may be paid for an ordinary share is 2 pence;
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 quotations for an ordinary share (as derived from the Daily Official List of the London Stock Exchange) for the five 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, on the trading venues where the purchase is carried out;
d. the authority conferred hereby shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or at the close of business on 30 June 2023, 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 periods for general meetings

19.The Directors be authorised to call a general meeting of the Company, (other than an AGM), on not less than 14 clear days' notice.

By order of the Board

Lisa Daniels

Company Secretary

28 March 2022

Registered Office: The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Approval of resolutions

Each of the resolutions set out in this Notice of AGM will be voted on a poll. Resolutions 1 to 16 are proposed as ordinary resolutions and are determined by a majority of votes cast (in person or by proxy). Resolutions 17 to 19 are proposed as special resolutions and therefore require 75% or more of votes cast (in person or by proxy) to be in favour for them to be passed.

Ordinary resolutions

Annual report and accounts (Resolution 1)

The Directors of the Company are required to present to the shareholders at the AGM the Annual Report and Accounts for the year ended 31 December 2021 together with the Directors' and auditors' reports (the 'Annual Report').

Annual Report on Remuneration (Resolution 2)

Resolution 2 seeks approval of the Annual Report on Remuneration for the year ended 31 December 2021, which is set out on pages 106 to 126 of the Company's Annual Report. The vote on the Annual Report on Remuneration is advisory and therefore does not directly affect the remuneration paid to any Director.

The auditors have audited those parts of the Directors' Remuneration Report required to be audited and their report can be found on pages 172 to 179 of the Annual Report.

Final Dividend (Resolution 3)

Resolution 3 seeks approval for the payment of a final dividend of 9.2 pence per ordinary share for the year ended 31 December 2021 to be paid on 20 May 2022 to all ordinary shareholders on the Register of Members at the close of business on 22 April 2022.

Election and re-election of Directors (Resolutions 4 to 12)

The Company's Articles of Association require that any Director appointed by the Board since the Company's last AGM must seek election by shareholders at the next AGM. Accordingly, David Cruickshank, who joined the Board on 1 June 2021, Dale Murray, who joined the Board on 1 September 2021, and Suzy Neubert who joined the Board on 1 March 2022, are standing for election by shareholders. All other Directors are offering themselves for re-election by shareholders at the AGM.

Chris Parkin is not considered independent by the Board as he is a representative of one of the Company's major shareholders. With this exception the Board has determined that, in its judgement, all of the other Non-Executive Directors being proposed for re-election meet the independence criteria prescribed in the UK Corporate Governance Code and all are found to be independent in character and judgement.

The resolutions relating to the election or re-election of the Directors are proposed as separate resolutions numbered 4 to 12. The performance of the Board as a whole, as well as the contribution made by each individual Director, has been evaluated during the course of 2021. After considering this evaluation, the Chairman and the Senior Independent Director believe that each of the Directors standing for re-election is performing effectively and each demonstrates commitment to their role, and that their respective skills and experience enhance the overall operation of the Board.

Biographical details of each of the Directors standing for election or re-election and the key strengths they bring to the Company are set out on pages 8 and 9 of this Notice of AGM. This includes a summary of the skills, experience and contribution of each such Director, and illustrates why each Director's contribution is, and continues to be, important to the Company's long term sustainable success.

Re-appointment of auditors and auditors' remuneration (Resolutions 13 and 14)

PwC are currently appointed as the auditors of the Company. The Company is required to appoint the auditors at each general meeting at which accounts are presented to shareholders to hold office until the next such meeting. PwC have indicated their willingness to continue in office and the Board, on the recommendation of the Audit and Risk Committee, is proposing to shareholders the re-appointment of PwC as auditors.

Accordingly, resolution 13 proposes the re-appointment of PwC as the Company's auditors to hold office until the conclusion of the next general meeting of the Company at which accounts are laid before the meeting. The Audit and Risk Committee monitors and assesses the independence of the auditors throughout the year and has implemented policies to help safeguard their independence. The Audit and Risk Committee has confirmed the auditors continued independence and recommends their re-appointment.

Resolution 14 seeks the authority for the Board's Audit and Risk Committee to set the auditors' remuneration for 2022. Under the Competition and Markets Authority's Statutory Audit Services Order, the Audit Committee has specific responsibility for negotiating and agreeing the statutory audit fee for and on behalf of the Board.

PwC have been the statutory auditors of the Company and its subsidiary companies since 2007, having periodically rotated the lead audit partner. Following a formal tender process led by the Audit and Risk Committee in 2021, the Board has approved the appointment of Ernst & Young LLP as statutory auditors for the financial year

ending 31 December 2023. Their appointment will be subject to shareholder approval at the 2023 AGM.

Authority to allot shares (Resolution 15)

The Directors are seeking authority to allot ordinary shares (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 £3,687,072 (representing 184,353,580 ordinary shares). This amount represents approximately one-third of the Company's current issued share capital as at 16 March 2022 (the latest practicable date before the publication of this Notice of AGM). This authority will expire at the close of business on 30 June 2023 or at the conclusion of the Company's AGM in 2023, if earlier.

The Directors intend to seek to renew such authority at each AGM. As disclosed in the Chairman's letter on page 3, this resolution received below 80% approval at the 2021 AGM. The Board continues to believe the authority sought is in the Company's best interests and is aligned to market practice and all relevant guidelines.

The Directors have no present intention of exercising the authority set out in resolution 15 but wish to maintain flexibility in the capital management of the Group.

As at 16 March 2022, being the latest practicable date before the publication of this Notice of AGM, the Company holds no ordinary shares in treasury.

Political donations (Resolution 16)

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 (the 'Act') provides that political donations made by a company to political 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 definitions in the Act, 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 Act.

This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Act and is intended to authorise normal donations and expenditure. If passed, resolution 16 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 close of business on 30 June 2023 or at the conclusion of the AGM of the Company in 2023, if earlier.

Special resolutions Disapplication of pre-emption rights (Resolution 17)

If the Directors wish to exercise the authority under resolution 15 and offer ordinary shares (or sell any ordinary shares which the Company may purchase and elect to hold as treasury shares) for cash, the Act requires that, unless shareholders have given specific authority for the waiver of their statutory pre-emption rights, the newly issued shares must be offered first 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 first offering them to existing shareholders in proportion to their holdings.

Resolutions 15 and 17 will authorise the Directors to allot ordinary shares and/or sell any shares held in treasury, pursuant to the authority granted under resolution 15, (i) to existing shareholders on a pre-emptive basis by way of a rights issue (subject to certain exclusions), or by way of an open offer or other offer of securities (not being a rights issue) (subject to certain exclusions), in each case up to an aggregate nominal amount of £3,687,072 (representing 184,353,580 ordinary shares), which represents approximately one-third of the Company's current issued share capital as at 16 March 2022 (the latest practicable date before the publication of this Notice of AGM; and/or (ii) for cash, to persons other than existing shareholders up to an aggregate nominal value of £553,061 (corresponding to 27,653,037 ordinary shares), which represents approximately 5 per cent. of the Company's issued share capital as at 16 March 2022 (the latest practicable date before the publication of this Notice of AGM). 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 AGM of the Company in 2023 or, at the close of business on 30 June 2023, whichever is the earlier. The Directors intend to seek to renew equivalent authorities at subsequent AGMs in accordance with current best practice.

The Directors confirm that they 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. As noted above, the Directors have no present intention of using the authority to allot shares under resolution 15, and to date, this authority has not been used since the Company's listing in 2010.

The Directors consider the renewal of this authority appropriate in order to retain maximum flexibility to take advantage of business opportunities as they arise. The authority granted under resolution 17 follows the Pre-Emption Group's Statement of Principles and complies with the Pre-Emption Group's guidance. The Directors believe that the approval of this resolution is in the best interests of the Company.

Authority for the Company to purchase its own shares (Resolution 18)

This resolution renews the exisiting authority for the Company to repurchase its own shares, which was granted at the 2021 AGM and will expire at the conclusion of this AGM. It is the Board's intention to supplement the ordinary dividends with additional cash returns to shareholders, including share repurchases. Further information on our capital allocation policy can be found in the Chairman's letter within the 2021 Annual Report and Accounts.

This resolution seeks authority to enable the Company to make market purchases of up to 55,306,074 of its own shares (i.e. £1,106,121 in nominal value), representing approximately 10 per cent. of its issued share capital (excluding treasury shares) as at 16 March 2022 (the latest practicable date before the publication of this Notice of AGM). The resolution specifies the maximum and minimum prices at which shares may be bought, exclusive of expenses, reflecting the requirements of the Act and the Financial Conduct Authority's Listing Rules.

The authority will expire at the conclusion of the Company's AGM in 2023 or at the close of business on 30 June 2023, whichever is the earlier. The Board, however, intends to seek renewal of this authority at subsequent AGMs in accordance with current best practice. The Act allows the Company 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 flexibility 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 financial 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 Company currently holds no ordinary shares in treasury.

To the extent that purchases are made to the fullest extent permitted under the share repurchase authority, existing rights to subscribe for shares would represent a marginally increased proportion of the issued share capital as at 16 March 2022, as per the below:

the total number of ordinary shares that may be issued on the exercise of outstanding options as at 16 March 2022 is 22,885,108, which represents approximately 4.14% of the issued share capital as at that date; and
if the Company were to purchase shares up to the maximum permitted by this resolution, the proportion of ordinary shares subject to outstanding options would represent approximately 4.60% of the issued share capital as at 16 March 2022.

Notice period for general meetings (Resolution 19)

The Act requires companies to call general meetings on at least 21 clear days' notice unless shareholders have approved the calling of a general meeting at shorter notice. The Company wishes to retain the option of calling general meetings on 14 clear days' notice, with the exception of AGMs which will continue to be held on at least 21 clear days' notice. If the resolution is passed, the Company will continue to be able to call all general meetings (other than AGMs) on 14 clear days' notice. The resolution is valid until the Company's 2023 AGM or the close of business on 30 June 2023, whichever is the earlier. It is the intention of the Board to renew the authority at each AGM. The shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.

To provide shareholders with the ability to participate in voting as quickly and easily as possible the Company will offer the facility for shareholders to vote by electronic means.

DIRECTORS' BIOGRAPHIES

NC RM

1. NICHOLA PEASE Chairman

Appointed

Non-Executive Director and Chairman in March 2020

Committees

Chairman of the Nomination Committee and member of the Remuneration Committee.

Key strengths

Nichola has over 35 years' experience in asset management, including at Chief Executive level, and the wider financial sector. With her extensive experience, Nichola brings strong leadership skills and a deep understanding of investment management to the Board.

Previous appointments

Nichola's most recent role was as an independent Non-Executive Director of Schroders plc from September 2012 to November 2019, where she was also Chairman of the Remuneration Committee. She was previously the Chief Executive of J O Hambro Capital Management Ltd from 1998, until her appointment as Deputy Chairman in 2008. Her previous experience includes executive roles at Kleinwort Benson, Rowe Price-Fleming, Citibank and Smith New Court where she built the European broking business and subsequently joined the Board.

Current external appointments

Nichola is currently Chair of the Investment20/20 Apprenticeship Scheme and Jumo Ltd.

2. ANDREW FORMICA Chief Executive Officer

Appointed

Chief Executive Officer in March 2019 Key strengths

Andrew has extensive experience with over 27 years in the investment management industry and is a qualified actuary, both in Australia and in the UK. He brings strong leadership skills and a deep strategic focus which enables him to lead the Group and implement the strategy effectively.

Previous appointments

Before joining Jupiter, Andrew was CEO of Henderson Global Investors, becoming Co-Chief Executive of Janus Henderson on the merger with Janus Capital in 2017. During his time at Henderson and its predecessor businesses he held various roles including Equity Fund Manager and Head of Equities.

Current external appointments

Andrew is currently a Non-Executive Director of Hammerson plc and of the Investment Association.

3. WAYNE MEPHAM Chief Financial Officer

Appointed

Chief Financial Officer in September 2019 Key strengths

Wayne brings a wide range of experience in asset management and across the financial services sector, with particular expertise in technical accounting, regulation and commercial development. He effectively manages the Group's finance, tax, procurement and treasury matters as well as overseeing the HR function.

Previous appointments

Wayne began his career at

PricewaterhouseCoopers where he progressed to lead audits in the Insurance and Asset Management practice. Prior to joining Jupiter, he worked at Schroders plc for nine years and was responsible for the Global Finance function as well as Procurement and Investor Relations.

Current external appointments Wayne has no external appointments.

4. DAVID CRUICKSHANK Independent Non-Executive Director

Appointed

Independent Non-Executive Director in June 2021 Committees

Chairman Designate of the Audit and Risk Committee and member of the Nomination Committee

Key Strengths

David Cruickshank spent his executive career at Deloitte and was elected Chair of Deloitte's UK Board in 2007 before being elected Chair of Deloitte's Global Board in 2015. During this period David led the Boards through a period of major regulatory change and business transformation and has broad experience across different industry sectors and geographies. David brings a deep understanding of business transformation and ESG matters, coupled with extensive people management experience.

Previous appointments

David is the former Chairman of Deloitte's UK Board and then Deloitte's Global Board and previously served as Co-Chair of the Partnering Against Corruption Initiative at the World Economic Forum.

Current external appointments

David is the current Chair of the Social Progress Imperative Inc and the Education and Employers charity. He is also a member of the Council of the Institute of Chartered Accountants of Scotland.

5. DALE MURRAY Independent Non-Executive Director