NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON

21 MAY 2013

This document is important and requires your immediate attention.

If you are in any doubt as to the action you should take, you should consult your professional adviser immediately.

If you have sold or transferred all your shares in St. James's Place plc, please send this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was affected for transmission to the purchaser or transferee.

16 April 2013

Dear Shareholder,

Annual General Meeting 2013

Introduction

The Annual General Meeting of St. James's Place plc (the "Company") will be held at 11:00am on Tuesday 21 May 2013 at The Royal Aeronautical Society, 4 Hamilton Place, London, W1J 7BQ. The Notice of Annual General Meeting, which follows this letter, sets out the business to be considered at the meeting and the accompanying explanatory notes explain that business to you in more detail.

Action required

A form of proxy for use by shareholders in connection with the Annual General Meeting is enclosed. Whether or not you are able to attend the meeting, you are requested to complete the form and send it to the Company's Registrars as soon as possible and in any event, so as to be received by no later than 11:00am on Sunday 19 May 2013.

Alternatively, you can appoint a proxy by logging onto the website of our Registrars at www.investorcentre.co.uk/eproxy. If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Completion of a form of proxy, or the appointment of a proxy electronically, will not prevent you from attending the meeting and voting in person, should you wish to do so. Further information on proxies is contained in the explanatory notes on page 6 of this document.

Recommendation

The Directors believe that the adoption of the proposed Resolutions set out in the Notice of Annual General Meeting is in the best interests of the Company and shareholders as a whole. Accordingly, they unanimously recommend that you vote in favour of each Resolution, as they themselves intend to do in respect of their own beneficial shareholdings in the Company.

Yours faithfully

Charles Gregson Chairman

Registered office as above. Registered in England and Wales 3183415

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of St. James's Place plc (the "Company") will be held at The Royal Aeronautical Society, 4 Hamilton Place, London, W1J 7BQ on 21 May 2013 at 11:00am. The Annual General Meeting will be held for the following purposes:

ORDINARY BUSINESS

To consider and, if thought fit, to pass the following Resolutions as Ordinary Resolutions:

Resolution 1

To receive the Company's annual accounts and reports of the Directors and auditors thereon for the year ended 31 December 2012.

Resolution 2

To declare a final dividend of 6.39 pence per ordinary share for the year ended 31 December 2012.

Resolution 3

To re-elect Sarah Bates as a Director.

Resolution 4

To re-elect Vivian Bazalgette as a Director.

Resolution 5

To re-elect David Bellamy as a Director.

Resolution 6

To re-elect Steve Colsell as a Director.

Resolution 7

To re-elect Iain Cornish as a Director.

Resolution 8

To re-elect Andrew Croft as a Director.

Resolution 9

To re-elect Ian Gascoigne as a Director.

Resolution 10

To re-elect Charles Gregson as a Director.

Resolution 11

To re-elect David Lamb as a Director.

Resolution 12

To re-elect Mike Power as a Director.

Resolution 13

To re-elect Baroness Wheatcroft as a Director.

Resolution 14

To approve the Directors' remuneration report for the year ended 31 December 2012.

Resolution 15

To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company, to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.

Resolution 16

To authorise the Directors to determine the remuneration of the auditors of the Company.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following Resolutions, of which Resolution 20 will be proposed as an Ordinary Resolution and Resolutions 17, 18, 19 and 21 will be proposed as Special Resolutions:

Resolution 17

THAT, in substitution for all existing authorities, the authority and power conferred on the Directors by Article 9.2 of the Company's Articles of Association be hereby renewed so that the prescribed period shall end on the date of the Annual General Meeting in 2014 (or, if earlier, 15 months after the date on which this Resolution is passed) and for such period the Section 551 Amount shall be £14,104,956, provided that the Company may before such expiry make offers or agreements which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority hereby conferred had not expired.

Resolution 18

THAT, in substitution for all existing authorities and subject to the passing of Resolution 17 set out in this notice of Annual General Meeting, the authority and power conferred on the Directors by Article 9.3 of the Company's Articles of Association be hereby renewed so that the prescribed period shall end on the date of the Annual General Meeting in 2014 (or, if earlier, 15 months after the date on which this Resolution is passed) and for such period the Section 561 Amount shall be £3,832,252, provided that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority hereby conferred had not expired.

This power shall also apply to a sale of treasury shares which is an allotment of equity securities by virtue of section 560(2) of the Companies Act 2006 as if in the first paragraph of this Resolution the words "and subject to the passing of Resolution 19 set out in this notice of Annual General Meeting" were omitted.

Resolution 19

THAT the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 15p each in the capital of the Company provided that:

(a) the maximum aggregate number of ordinary shares authorised to be acquired is 51,096,696, representing 10 per cent. of the Company's issued ordinary share capital;
(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 15p;
(c) the maximum price (exclusive of expenses) which may be paid for an

ordinary share is the higher of:

(A) 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 the purchase is made; and
(B) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulations 2003;
(d) this authority will (unless previously revoked, varied or renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this Resolution is passed or, if earlier, 18 months after the date on which this Resolution is passed; and
(e) the Company may make a contract or contracts to purchase ordinary shares under this authority before this authority expires which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract as if the authority conferred hereby had not expired.

Resolution 20

THAT the Company and those companies which are subsidiaries of the Company at any time during the period for which this Resolution has effect be generally and unconditionally authorised for the purposes of section 366 of the Companies Act 2006 to:

(a) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
(b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
(c) incur political expenditure not exceeding £50,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during the period beginning with the date of the passing of this Resolution and ending on the date of the Annual General Meeting in 2014. For the purpose of this Resolution, the terms 'political donations', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Companies Act 2006.

Resolution 21

THAT a General Meeting of the Company, other than an Annual General Meeting of the Company, may be called on not less than 14 clear days' notice.

By Order of the Board

H J Gladman Company Secretary

St. James's Place House 1 Tetbury Road Cirencester Gloucestershire GL7 1FP 16 April 2013

EXPLANATORY NOTES

The following notes explain your rights as a shareholder and your right to attend and vote at the Annual General Meeting, or to appoint someone else to vote on your behalf.

1. Any member entitled to attend and vote at the meeting convened by the notice set out above may appoint a proxy or proxies to attend, speak and vote (on both a show of hands and on a poll) at that meeting instead of him. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending the meeting and voting in person. Proxies may be appointed by:
completing and returning the proxy form enclosed with this notice;
going to www.investorcentre.co.uk/eproxy; and
(if you are a CREST member) having an appropriate CREST message transmitted via the CREST system.
1. To be effective, a proxy form must be completed in accordance with the instructions printed thereon and received by the Company's Registrars no later than 48 hours before the time appointed for holding the meeting or an adjourned meeting.
1. Electronic proxies. You may, if you wish, appoint your proxy electronically at www.investorcentre.co.uk/eproxy. You will need your Shareholder Reference Number and PIN Number. Full instructions are given on the website. The proxy appointment and instructions should reach Computershare not less than 48 hours before the time appointed for the holding of the meeting or an adjourned meeting. Please note that any electronic communication found to contain a computer virus will not be accepted.
1. CREST proxy voting service. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on Tuesday 21 May 2013 and any adjournment(s) thereof 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.

For a proxy appointment or instruction 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 and Ireland Limited ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 48 hours before the time appointed for holding the meeting or an adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the 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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com/CREST.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. The Company specifies that in order to have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of members of the Company by not later than close of business on Friday 17 May 2013 or, if the meeting is adjourned, not later than 48 hours before the time fixed for the adjourned meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at this meeting.
1. Copies of the following documents are available for inspection at the registered office of the Company and at Spencer House, 27 St. James's Place, London SW1A 1NR, during normal business hours on any weekday (Saturdays and Bank Holidays excepted) until the conclusion of the meeting:
the service contracts of the Company's executive Directors;
the terms and conditions of appointment of the Company's non-executive Directors;
the Company's articles of association;
the Terms of Reference of the Company's Audit, Remuneration, Nomination, Risk and Investment Committees.

These documents will also be available for inspection at the place of the meeting from 10:45am until its conclusion.

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member provided that they do not do so in relation to the same shares.
1. 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.

1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 4 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
1. All shareholders and their proxies will have the opportunity to ask questions at the meeting. When invited by the Chairman, if you wish to ask a question, please wait for a Company representative to bring you a microphone. It would be helpful if you could state your name before you ask your question. Questions may not be answered at the meeting if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undersirable in the interests of the Company, or would not be to the good order of the meeting. The Chairman may also nominate a Company representative to answer a specific question after the meeting or refer the response to the Company's website.
1. It is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter in relation to: (i) the audit of the Company's accounts (including the audit 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 office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available 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.
1. As at 8 April 2013, (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital comprised 510,966,963 ordinary shares of 15p each. Each ordinary share carries the right to one vote at a General Meeting and, therefore, the total number of voting rights in the Company as at the above date is 510,966,963.
1. Shareholders are advised that, unless otherwise stated, any telephone number, website and e-mail address set out in this Notice of Meeting, the Proxy Form or the Chairman's letter (or any related documents) should not be used for the purposes of serving information on the Company (including the service of documents or information relating to the proceedings at the Company's Annual General Meeting).
1. A copy of this Notice, and other information required by section 311A of the Companies Act 2006 can be found at www.sjp.co.uk

Explanatory Notes to the Resolutions

Resolution 1 : To Receive the Company's Annual Accounts

The Directors present the Company's annual accounts and the reports of the Directors and auditors thereon for the year ended 31 December 2012.

Resolution 2 : Declaration of Final Dividend

A final dividend can only be paid after the shareholders have approved it at a General Meeting. The Board recommends payment of a final dividend of 6.39 pence per ordinary share on 24 May 2013 to shareholders on the register at the close of business on 12 April 2013.

Resolutions 3 to 13: Re-Election of Directors

In accordance with the UK Corporate Governance Code, all Directors will retire and stand for re-election at the Annual General Meeting. Biographical details of all Directors are set out on pages 44 to 45 of the Company's Annual Report and Accounts.

Following the formal performance evaluation referred to on page 52 of the Company's Annual Report and Accounts, which included an assessment of the performance of each individual Director, the Board considers that the performance of each Director continues to be effective and demonstrates the commitment required to continue in their present role.

The Board accordingly recommends each Director's re-election.

Resolution 14: To Approve the Directors' Remuneration Report

Pursuant to section 439 of the Companies Act 2006 the Board proposes a Resolution approving the Directors' remuneration report for the financial year ended 31 December 2012. The full text of the Directors' remuneration report is contained on pages 65 to 83 of the Company's Annual Report and Accounts and sets out the Company's policy towards, and gives details of, Directors' remuneration and other relevant information. Shareholders will note that the format of the Remuneration Report has been amended this year in anticipation of the changes which the Government is proposing to bring into force later in the year, including the adoption of a policy section and an implementation section within the Report.

Resolution 15: Re-Appointment of Auditors

It is proposed that PricewaterhouseCoopers LLP will be re-appointed as auditors to the Company. The Company is required to appoint auditors at each General Meeting at which accounts are laid to hold office until the conclusion of the next such meeting.

Resolution 16: Remuneration of Auditors

In accordance with standard practice, this Resolution authorises the Directors to determine the remuneration of the auditors of the Company.

Resolution 17: Authority to Allot Shares

Section 551 of the Companies Act 2006 requires that the authority of the Directors to allot relevant securities shall be subject to the approval of shareholders in a General Meeting.

Accordingly, shareholders are being asked to renew, until the Annual General Meeting in 2014, the Directors' authorisation to allot the Company's unissued shares up to a nominal amount of £14,104,956 (which represents 94,033,037ordinary shares and, as at 8 April 2013 (being the latest practicable date prior to publication of this document), 18 per cent. of the issued ordinary share capital of the Company (excluding treasury shares)). The Directors have no present intention of allotting shares pursuant to this authority except in relation to the issue of shares in relation to share schemes and other incentive arrangements operated by the Company and its subsidiaries. The Company does not hold any treasury shares at 8 April 2013 (being the latest practicable date prior to publication of this document). If the Resolution is passed, the authority will expire on the earlier of 15 months from the date this Resolution is passed and the end of the Annual General Meeting in 2014.

Resolution 18: Disapplication of Pre-Emption Rights

Section 561 of the Companies Act 2006 contains pre-emption rules by which, unless the shareholders determine otherwise by Special Resolution, ordinary shares to be issued for cash must first be offered to shareholders in proportion to their existing holdings. In practice, it is desirable to modify these pre-emption rules to a limited extent, for example so as to allow rights issues to existing shareholders in the conventional form (rather than the form which would be required by the Companies Act 2006) and to avoid infringement of overseas securities laws where some shareholders are resident overseas. It is proposed to renew the Directors' power under the Company's Articles of Association to allot equity securities otherwise than in accordance with these pre emption rules for a period to expire on the date of the Annual General Meeting in 2014 (or, if earlier, 15 months after the date on which this Resolution is passed), provided that any equity securities allotted for cash pursuant to such power be limited to a nominal amount of £3,832,252 (which represents 25,548,348 ordinary shares and, as at 8 April 2013 (being the latest practicable date prior to publication of this document), five per cent. of the Company's issued ordinary share capital of the Company). The Directors have no present intention of allotting shares pursuant to this authority, except in relation to share schemes and other incentive arrangements operated by the Company and its subsidiaries. No more than 7.5 per cent. of the issued share capital will be issued on a non pre-emptive basis in any three-year period. Shareholders will note that this Resolution also relates to treasury shares (if any).

Resolution 19: Purchase of Own Shares

Under section 701 of the Companies Act 2006, the Company requires the authority of shareholders in a General Meeting to renew its authority to purchase its own shares. Resolution 19 specifies the maximum number of shares that may be purchased (approximately 10 per cent. of the Company's issued share capital) and the maximum and minimum prices which may be paid. The authority will expire at the end of the next Annual General Meeting, or 18 months from the date of the Resolution, whichever is the earlier.

The Directors have no present intention for the Company to purchase its own shares and will exercise this authority only when to do so would be in the best interests of the shareholders generally and where, in the light of prevailing market conditions, they consider it will result in an increase in earnings per ordinary share.

Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange. Should the Directors exercise such authority, any shares so purchased may be placed into treasury and subsequently transferred to satisfy awards arising under the Company's employee share schemes, or issued for cash as provided for by the Companies Act 2006. Any shares purchased otherwise than in accordance with the preceding sentence will be cancelled and the number of shares in issue will be reduced accordingly.

On 8 April 2013 (being the latest practicable date prior to publication of this document), there were options outstanding over 18,669,268 new ordinary shares, representing 3.65 per cent. of the Company's issued share capital (excluding treasury shares). If the authority given by Resolution 19 were to be fully used, these would represent 4.06 per cent. of the Company's ordinary issued share capital (excluding treasury shares). The Company has no warrants in relation to its shares.

Resolution 20: Political Donations

Part 14 of the Companies Act 2006, amongst other things, prohibits the Company and its subsidiaries (the "SJP Group") from making political donations or from incurring political expenditure in respect of a political party or other political organisation, or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the SJP Group of £5,000 or less in any 12-month period will not be prohibited. The SJP Group has no intention of making any political donation or incurring any political expenditure. However, the Companies Act 2006 defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the SJP Group may see benefit in supporting, may be included in these definitions. Accordingly, the SJP Group wishes to ensure that it does not inadvertently commit any breaches of the Companies Act 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred. The authority for this Resolution will begin with the passing of the Resolution at the Annual General Meeting and end on the date of the Annual General Meeting in 2014. It is the Company's intention to seek shareholder authority on an annual basis at each Annual General Meeting.

Resolution 21: Notice of Meetings

Pursuant to the Shareholders' Rights Regulations the notice period for General Meetings of a company has been extended to 21 clear days unless certain requirements are satisfied. At the Annual General Meeting of the Company held on 8 May 2012, shareholders authorised the calling of general meetings (other than Annual General Meetings) on not less than 14 clear days' notice. The Directors believe it is in the best interests of the shareholders for the Company to preserve the shorter notice period and accordingly are putting this Resolution to the meeting to continue to allow the Company to call meetings (other than Annual General Meetings) on 14 clear days' notice. It is intended that this flexibility will only be used for non-routine business and, where merited, in the interests of shareholders as a whole.

The approval will be effective until the Company's Annual General Meeting in 2014, when it is expected a similar Resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Directive before it can call a General Meeting on 14 clear days' notice.