St. James's Place PLC — AGM Information 2015

May 14, 2015

Company Number: 3183415

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THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

SPECIAL BUSINESS

Of

ST. JAMES'S PLACE PLC

Passed at the Annual General Meeting on 14 May 2015

At the ANNUAL GENERAL MEETING of the above Company duly convened and held at The Royal Aeronautical Society, 4 Hamilton Place, London, W1J 7BQ on Thursday, 14 May 2015, the following Resolutions were duly passed as Special Business, of which Resolutions 18 and 20 were passed as Ordinary Resolutions and Resolutions 15, 16, 17 and 19 were passed as Special Resolutions of the Company.

Resolution 15

Authority to Allot Shares

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 2016 (or, if earlier, 15 months after the date on which this Resolution is passed) and for such period the Section 551 Amount shall be £25,761,987, 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 16

Disapplication of Pre-Emption Rights

THAT, in substitution for all existing authorities and subject to the passing of Resolution 15 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 2016 (or, if earlier, 15 months after the date on which this Resolution is passed) and for such period the Section 561 Amount shall be £3,903,331, 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 15 set out in this notice of Annual General Meeting" were omitted.

Resolution 17

Purchase of Own Shares

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:

• the maximum aggregate number of ordinary shares authorised to be acquired is 52,044,419, $(a)$ representing 10 per cent. of the Company's issued ordinary share capital;
• the minimum price (exclusive of expenses) which may be paid for an ordinary share is 15p; $(b)$
• the maximum price (exclusive of expenses) which may be paid for an $(c)$

ordinary share is the higher of:

• 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
• 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 18

Political Donations

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:

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

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 2016. 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 19

General Meetings

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.

Resolution 20

Share Plans

THAT the Directors' authority to make awards to Partners in the form of deferred and conditional rights to subscribe for new shares in the Company upon and subject to the rules of The SJP Partners' Performance Share Plan (formerly known as The SJP Partners' 2008 Performance Share Plan) be and it is hereby extended so as to expire on 14 May 2025.

$\sim$ CRETARY