ST. JAMES'S PLACE

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 14 MAY 2019

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 effected for transmission to the purchaser or transferee.

1 Tetbury Road, Cirencester, Gloucestershire GL7 1FP Telephone 01285 640302 Facsimile 01285 640436

26 March 2019

Dear Shareholder

ANNUAL GENERAL MEETING 2019

I am pleased to invite you to the Annual General Meeting (the 'AGM') of St. James's Place plc (the 'Company'), which will be held at 11:30am on Tuesday, 14 May 2019 at The Royal Aeronautical Society, 4 Hamilton Place, London, W1J 7BQ.

The Notice of AGM, which follows this letter, sets out the business to be considered at the meeting, together with Explanatory Notes which describe that business in more detail.

DIRECTORS' RE-ELECTION

In line with the UK Corporate Governance Code and our Articles of Association all Directors (except David Lamb who retired from the Board on 26 February 2019) will be standing for re-election (Resolutions 3 to 9) at the AGM. The biographies of each Director (as at the date of this letter) may be found on the Company's website and in the Company's Annual Report and Accounts for the year ended 31 December 2018 (the '2018 Annual Report and Accounts') on pages 78 to 79.

EXTERNAL AUDITOR

Following the full tender process undertaken in 2016, the Audit Committee's 2018 annual review of the Company's external auditor considered their terms of engagement, their independence and objectivity and the effectiveness and performance of the audit process (further details of the review can be found on pages 100 and 101 of the 2018 Annual Report and Accounts). The Audit Committee concluded that it remained satisfied with the Company's external auditor's performance and, as a result, we are proposing the reappointment of PricewaterhouseCoopers LLP ('PwC') as the Company's external auditor (Resolution 11).

VOTING

As was suggested at last year's Annual General Meeting, the Directors have decided that voting on each of the Resolutions to be put to this year's AGM will be taken on a poll rather than on a show of hands. The Directors believe a poll vote is more representative of the shareholders' voting intentions because shareholders' votes are counted according to the number of ordinary shares held and all votes tendered are taken into account. Although the method of voting will change, shareholders attending the AGM will still have the opportunity to raise any questions with the Board at the meeting, ahead of the poll. The results of the poll will be announced to the stock exchange through a Regulatory Information Service and made available on the Company's website as soon as practicable following the closing of this year's AGM.

A form of proxy for use by shareholders in connection with the AGM is enclosed. We would request that (whether or not you are able to attend the meeting) you complete the form of proxy 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 11:30am on 12 May 2019.

Further information on the appointment of proxies is contained in the Explanatory Notes on pages 6 and 7 of this Notice of AGM. Submitting a form of proxy will ensure that your vote is recorded but will not prevent you from attending the meeting and voting in person should you wish to do so.

RECOMMENDATION

The Board considers that all the proposed Resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors 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

IAIN CORNISH Chair

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 Tuesday, 14 May 2019 at 11:30am. 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 2018.

Resolution 2

To declare a final dividend of 29.73 pence per ordinary share for the year ended 31 December 2018.

Resolution 3

To re-elect Iain Cornish as a Director.

Resolution 4 To re-elect Andrew Croft as a Director.

Resolution 5

To re-elect Ian Gascoigne as a Director.

Resolution 6

To re-elect Simon Jeffreys as a Director.

Resolution 7 To re-elect Patience Wheatcroft as a Director.

Resolution 8

To re-elect Roger Yates as a Director.

Resolution 9

To re-elect Craig Gentle as a Director.

Resolution 10

To approve the Directors' remuneration report for the year ended 31 December 2018.

Resolution 11

To re-appoint PwC 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 12

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 13 will be proposed as an Ordinary Resolution and Resolutions 14, 15 and 16 will be proposed as Special Resolutions.

Resolution 13

THAT, in substitution for all existing authorities, the authority and power conferred on the Directors by Article 8.2 of the Company's Articles of Association be hereby renewed so that the prescribed period shall (unless previously renewed, revoked or varied by the Company in general meeting) end on the date of the Annual General Meeting in 2020 (or, if earlier, 30 June 2020) and for such period the Section 551 Amount (as defined in the Company's Articles of Association) shall be £26,527,771 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 14

THAT, in substitution for all existing authorities and subject to the passing of Resolution 13 set out in this Notice of Annual General Meeting, the authority and power conferred on the Directors by Article 8.3 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 2020 (or, if earlier, 30 June 2020) and for such period the Section 561 Amount (as defined in the Company's Articles of Association) shall be £3,979,165, 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 13 set out in this Notice of Annual General Meeting' were omitted.

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Resolution 15

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 53,055,542, representing approximately 10 per cent. of the Company's issued ordinary share capital as at 25 March 2019 (being the latest practicable date prior to publication of this Notice of Annual General Meeting);
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:
- 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 the purchase is contracted to be made; and
- ii. 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, 30 June 2020; 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 16

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

E J KELLY

Company Secretary

St. James's Place plc

26 March 2019

Registered Office: St. James's Place House 1 Tetbury Road Cirencester Gloucestershire GL7 1FP

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 2018.

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 29.73 pence per ordinary share on 24 May 2019 to shareholders on the register at the close of business on 5 April 2019.

RESOLUTIONS 3 TO 9: RE-ELECTION OF DIRECTORS

In accordance with the UK Corporate Governance Code and Article 83 of the Company's Articles of Association, all Directors will retire and stand for re-election at the Annual General Meeting. Biographical details of all Directors are set out on pages 78 and 79 of the Company's Annual Report and Accounts and on the Company's website.

Following the formal performance evaluation referred to on pages 92 and 93 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. Further information regarding the independence and time commitments of the Directors can also be found on pages 86 and 91 of the Annual Report and Accounts.

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

RESOLUTION 10: 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 (other than the part containing the Directors' Remuneration policy) for the financial year ended 31 December 2018. The full text of the Directors' Remuneration Report is contained on pages 117 to 141 of the Company's Annual Report and Accounts.

RESOLUTION 11: RE-APPOINTMENT OF AUDITORS

The Board, on the recommendation of the Audit Committee, is proposing to shareholders the reappointment of PwC as Auditor. Further details of the Audit Committee's 2018 annual review of external auditor can be found on pages 100 and 101 of the 2018 Annual Report and Accounts. 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 12: REMUNERATION OF AUDITORS

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

RESOLUTION 13: AUTHORITY TO ALLOT SHARES

The Directors need authority from shareholders to be able to issue shares. This authority is renewed each year at the AGM. The Directors are seeking authority to be able to issue shares equivalent to approximately one third of the total issued ordinary share capital of the Company. As at 25 March 2019 (being the last practicable date to update the details of the Notice, before it went to print) this equates to a nominal value of £26,527,771 or 176,851,809 shares. The authority will expire at the conclusion of the next Annual General Meeting or, if earlier, 30 June 2020.

The Company's Articles of Association allow the issue or sale of shares after the expiry of this authority if the agreement to issue or sell the shares is entered into while the authority is in force.

The authority being sought follows corporate governance guidelines. At the moment, the Company has no plans to undertake a rights issue or to issue new shares other than to meet its obligations under the Group's share schemes and other incentive arrangements.

As at 25 March 2019, being the last practicable date prior to the publication of this Notice of AGM, the Company held no treasury shares.

RESOLUTION 14: DISAPPLICATION OF PRE-EMPTION RIGHTS

Under company law, where shares are issued or treasury shares are sold for cash they must first be offered to the existing shareholders on a pre-emptive basis in accordance with a particular procedure set out in company law (unless they are issued or sold in connection with an employee share scheme). The Directors are seeking authority (with Resolution 14) to be able to issue shares or sell treasury shares for cash in certain circumstances.

Seeking the disapplication of pre-emption rights in these circumstances gives the Directors flexibility to make an offer to shareholders without following the particular procedure in company law. This enables the Directors to make arrangements in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in countries outside the UK or any other matter.

Resolution 14 allows the Directors to allot shares and sell treasury shares for cash (i) in connection with a pre-emptive offer or pre-emptive rights issue or (ii) otherwise up to a nominal value of £3,979,165.65 (which represents 26,527,771 ordinary shares), equivalent to 5 per cent of the total issued ordinary share capital of the Company, as at 25 March 2019), in each case without first having to offer them to existing shareholders in proportion to their holdings. This is in line with the Pre-Emption Group's Statement of Principles ('the Principles').

The Board has no present intention of allotting shares, other than to meet its obligations under the Group's share schemes and other incentive arrangements. If the Company does allot shares or other equity securities or sell treasury shares for cash on a non-pre-emptive basis under the authority in Resolution 14 the Board intends to adhere to the provisions in the Principles which limit them to an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period.

NOTICE OF ANNUAL GENERAL MEETING 2019 www.sjp.co.uk

EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED

RESOLUTION 15: PURCHASE OF OWN SHARES

Resolution 15 renews the authority granted to the Company to purchase up to 53,055,542 ordinary shares in the share capital of the Company. This represents 10 per cent of the ordinary shares in issue as at 25 March 2019, being the last practicable date prior to the publication of this Notice of AGM. The Company's exercise of this authority is subject to the upper and lower limits on the price payable set out in the Resolution.

Similar resolutions have been approved by shareholders at previous AGMs of the Company.

Under UK company law, the Company can:

hold the shares it has repurchased as treasury shares and resell them for cash or cancel them, either immediately or in the future; or
use them for the purposes of its employee share schemes.

The Directors have no present intention for the Company to purchase its own shares and would only do so by making market purchases through the London Stock Exchange having given careful consideration to:

market conditions at the relevant time;
other investment opportunities;
appropriate gearing levels;
the overall position of the Company;
the effect on earnings per share; and
the overall benefit for shareholders.

At 25 March 2019 9,895,134 options or awards to subscribe for shares issued by the Company were outstanding. This represents 1.87 per cent of the issued share capital at that date (excluding treasury shares). If the Company was to purchase the maximum number of shares permitted under this Resolution, then the total number of options or awards would represent 2.07 per cent of the total issued ordinary share capital (excluding treasury shares). The Company has no warrants in relation to its shares.

RESOLUTION 16: NOTICE OF MEETINGS

Pursuant to the Companies (Shareholders' Rights) Regulations 2009 the notice period for General Meetings of a company has been extended to 21 clear days unless certain requirements are satisfied. In line with the Resolution passed at the Annual General Meeting in 2018, 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 2020, 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.

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. Entitlement to attend and vote

Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that only those holders of shares registered in the register of members at 6:00pm on Sunday, 12 May 2019 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after 6:00pm on Sunday, 12 May 2019 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. Voting by Poll

The Directors have decided that voting on each of the Resolutions to be put to this year's AGM will be taken on a poll rather than on a show of hands because shareholders' votes are counted according to the number of ordinary shares held and all votes tendered are taken into account. On arrival at the AGM all those entitled to vote will be required to register and collect a poll card.

3. Proxy voting

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 Annual General Meeting and voting in person. Proxies may be appointed by:

1) completing and returning the proxy form enclosed with this Notice;
2) going to www.investorcentre.co.uk/eproxy; or
3) (if you are a CREST member) having an appropriate CREST message transmitted via the CREST system.

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 Annual General Meeting or an adjourned meeting.

4. Electronic proxies

You may, if you wish, appoint your proxy electronically at www.investorcentre.co.uk/eproxy. You will need your Shareholder Reference Number, Control Number and PIN, all of which can be found on your proxy form. 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 Annual General Meeting or an adjourned meeting. Please note that any electronic communication found to contain a computer virus will not be accepted.

5. 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 14 May 2019 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.

In order 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's ('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 Annual General 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.

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.

NOTICE OF ANNUAL GENERAL MEETING 2019 www.sjp.co.uk

EXPLANATORY NOTES CONTINUED

6. Documents available for inspection

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, Sundays and Bank Holidays excepted) until the conclusion of the Annual General Meeting:

the service agreements of the Company's Executive Directors;
the terms and conditions of appointment of the Company's Nonexecutive Directors;
the Company's Articles of Association; and
the Terms of Reference of the Company's Audit, Remuneration, Nomination and Risk Committees.

These documents will also be available for inspection at the place of the Annual General Meeting from 11:15am until its conclusion.

7. Corporate representatives

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.

8. Information rights

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 member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General 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 member as to the exercise of voting rights.

The statement of the rights of members in relation to the appointment of proxies in paragraphs 1 to 5 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by members of the Company.

9. Asking questions

All members and their proxies will have the opportunity to ask questions at the Annual General Meeting. When invited by the Chair, 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 Annual General 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 undesirable in the interests of the Company, or would not be to the good order of the meeting. The Chair may also nominate a Company representative to answer a specific question after the meeting or refer the response to the Company's website.

10. Statements relating to auditor

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 Annual General 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.

11. Total voting rights

As at 25 March 2019, (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital comprised 530,555,429 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 530,555,429.

12. Serving information on the Company

Shareholders are advised that, unless otherwise stated, any telephone number, website and e-mail address set out in this Notice, the Proxy Form or the Chair'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).

13. Copy of Notice:

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.

ST. JAMES'S PLACE PLC

St. James's Place House 1 Tetbury Road Cirencester Gloucestershire GL7 1FP T: 0800 01 38 137

www.sjp.co.uk