St. James's Place PLC — AGM Information 2019

May 14, 2019

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 2019

At the ANNUAL GENERAL MEETING of the above Company duly convened and held at the Royal Aeronautical Society, 4 Hamilton Place, London, W1J7BQ on Tuesday, 14 May 2019, the following Special Business was considered and duly passed. Resolution 13 was passed as an Ordinary Resolution and Resolutions 14, 15, and 16 were passed as Special Resolutions of the Company.

Resolution 13

Authority to Allot Shares

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

Disapplication of Pre-Emption Rights

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.

Resolution 15

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:

• 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

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.