Jupiter Fund Management PLC — Proxy Solicitation & Information Statement 2017

Mar 24, 2017

Attendance Card

Jupiter Fund Management plc – Annual General Meeting

PLEASE RETAIN THIS SECTION

PLEASE RETURN THE CARD BELOW IN THE ENVELOPE PROVIDED BY 3.00PM ON 15 MAY 2017

Annual General Meeting to be held at
The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ at 3.00pm on 17 May 2017.

Signature of person attending
[Barcode: Investor Code]

Form of Proxy

Jupiter Fund Management plc – Annual General Meeting

I/We being (a) shareholder(s) of the above named Company hereby appoint the Chairman of the Meeting or (see note 2)

Name of proxy
Number of shares appointed proxy over
[Barcode: Investor code]

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf as indicated above at the Annual General Meeting of the Company to be held on 17 May 2017 at 3.00pm and at any adjournment thereof. I/We have indicated with an 'X' below how I/we wish my/our votes to be cast on the following resolutions. Please also indicate here if you are appointing more than one proxy (see note 4) – YES/NO (delete as appropriate)

Ordinary resolutions

Please mark 'X' to indicate how you wish to vote

1. To receive the Directors' report and the audited accounts of the Company for the year ended 31 December 2016
2. To approve the Annual Report on Remuneration for the year ended 31 December 2016
3. To approve the Directors' remuneration policy
4. To elect Charlotte Jones as a Director
5. To elect Karl Sternberg as a Director
6. To re-elect Liz Airey as a Director
7. To re-elect Jonathon Bond as a Director
8. To re-elect Edward Bonham Carter as a Director
9. To re-elect Bridget Macaskill as a Director
10. To re-elect Maarten Slendebroek as a Director
11. To re-elect Lorraine Trainer as a Director

For	Against	Vote	stamped
12	To re-elect Polly Williams as a Director	☐	☐
13	To re-appoint PricewaterhouseCoopers LLP as the Company's auditors	☐	☐
14	To authorise the Audit and Risk Committee to fix the auditors' remuneration	☐	☐
15	To authorise the Directors to allot shares in the Company	☐	☐
16	To authorise political donations and political expenditure	☐	☐

Special resolutions

1. To authorise the Directors to disapply pre-emption rights
2. To authorise the Company to purchase its own shares
3. To approve general meetings (other than annual general meetings) of the Company being called on 14 clear days' notice
4. To approve the adoption of new Articles of Association

For	Against	Vote	stamped
21	☐	☐	☐
22	☐	☐	☐
23	☐	☐	☐
24	☐	☐	☐

To assist with arrangements, if you intend attending the Meeting in person please place an 'X' in the box opposite
☐

Signature
[Date]

---

4177-03-16

Notes

1. As a member of Jupiter Fund Management plc (the "Company") you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting (the "Meeting") on your behalf. You should appoint a proxy using the procedures set out in these notes.
2. A proxy need not be a shareholder of the Company but must attend the Meeting to represent you. A shareholder may appoint a proxy other than the Chairman of the Meeting. If such an appointment is made, delete the words "the Chairman of the Meeting or" and insert the name of the person appointed proxy in the space provided. The Chairman of the Meeting will act as your proxy whether or not such deletion is made if no other name is inserted. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement, or (if this form has been issued in respect of a designated account for a shareholder), the full voting entitlement for that designated account.
3. Completion and return of this form will not prevent a member from attending the Meeting and voting in person.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to a different share or shares. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting Capita Asset Services on 0871 664 0300 (calls cost 12p per minute plus network extras. Lines are open 9:00am to 5:30pm Monday to Friday excluding public holidays in England and Wales) or you may photocopy this form. On every photocopy of the form used, please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to vote as your proxy. Please also specify where indicated, 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.
5. This form of proxy must be lodged by hand or courier only to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or posted in the prepaid envelope provided so as to be received by no later than 3:00pm on 15 May 2017, that is not less than 48 hours before the time of the Meeting, or any adjournment thereof, together with the power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority.

6. If you wish your proxy to cast all of your votes for or against a resolution you should insert an "X" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. The "Vote Withheld" option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. A "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "for" or "Against" a resolution. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the Meeting.

7. In the case of joint holders, any one holder may sign this form. The vote of the senior joint holder who tenders the vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

8. In the case of a member which is a company, this form of proxy must be executed under its common seal or signed on its behalf by an officer or attorney duly authorised by the company.
9. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 3608 of the Companies Act 2006, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereof will be determined by reference to the register of members of the Company 48 hours, excluding weekends, and public holidays in England and Wales, before the Meeting or adjourned meeting. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
10. CREST members wishing to appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system must ensure that, in order for such CREST Proxy Instruction to be effective, it is received by the Company's agent (ID: RA10) no later than 48 hours, excluding weekends, and public holidays in England and Wales, before the time appointed for holding the Meeting or any adjournment thereof, together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Company's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended). For further information relating to the CREST proxy system, please refer to the CREST manual (available via HYPERLINK http://www.euroclear.com/CREST/ www.euroclear.com/CREST) and the notes to the notice of the Meeting.
11. If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which was received last, none of the proxy appointments in respect of that share or shares shall be valid.
12. All alterations made to this form must be initialled by the signatory.
13. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.

Registered office: The Zig Zag Building, 70 Victoria Street, London, England, SW1E 6SQ
Registered number 6150195.

Getting to the Annual General Meeting

This year's Annual General Meeting will be held at 3:00pm on 17 May 2017 at The Zig Zag Building 70 Victoria Street London SW1E 6SQ

Travelling to the AGM
The closest Underground stations are Victoria and St James's Park. The nearest bus stop is Westminster Cathedral. Car parking facilities can be found at Victoria train station.