St. James's Place PLC — AGM Information 2020

Apr 7, 2020

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 7 MAY 2020

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

31 March 2020

Dear Shareholder

ANNUAL GENERAL MEETING 2020

The Annual General Meeting (the AGM) of St. James's Place plc (the Company) will be held at 10:00am on Thursday, 7 May 2020. If the AGM proceeds as a physical meeting, it will be held at 30 Lombard Street, London EC3V 9BQ. Attention is drawn to the important information below under the heading COVID-19.

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.

COVID-19

The Notice of AGM reflects the intention of the Board of Directors with respect to the AGM given the law in force, and relevant guidance, as at the latest practicable date before the publication of the Notice of AGM. However, the situation is fast-moving and so our plans may change at short notice. In particular, on 28 March 2020 the Business Secretary Alok Sharma announced an intention to enable companies to hold annual general meetings flexibly, in accordance with public health requirements, which may include by postponing the meeting, holding the meeting online or by phone, or through the submission of proxy votes only.

Given the highly unusual circumstances and the limited amount of time prior to our AGM, we would expect to adopt an approach that we consider to be the most straightforward and practical of those permissible after any additional legislation or other direction has come into effect. We will update our website (www.sjp.co.uk/shareholders/shareholder-meetings) if plans change. Shareholders should check our website to ensure they have the most up to date information available regarding the AGM.

The well-being of our shareholders and our employees is vitally important to us. If the AGM proceeds as a physical meeting then, in light of current restrictions on movement and gatherings in England (which prohibit public gatherings of more than two people), we expect shareholders to stay at home. We therefore strongly recommend that shareholders should vote by appointing the chair of the AGM as their proxy (giving the chair instructions on how to vote the shareholder's shares).

If the AGM proceeds as a physical meeting, there will be significantly reduced attendance at the AGM by representatives of the Company and no trading update will be given at the AGM (which will comprise solely the formal business of the meeting). We will be applying strict health and safety procedures in order to give effect to relevant restrictions.

The Board of Directors will consider providing shareholders with an alternative opportunity to engage with the Board of Directors at a later stage in the year, if possible given developments at the time.

Voting

Voting on each of the Resolutions to be put to this year's AGM will be taken on a poll. This reflects best practice and will ensure that all proxy votes are fully taken into account, which is particularly important this year given all shareholders are recommended to vote by submitting proxy forms and not in person. 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 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 10:00am on 5 May 2020.

Further information on the appointment of proxies is contained in the Explanatory Notes on pages 9 and 10 of this Notice of AGM. Submitting a form of proxy will ensure that your vote is recorded.

Directors' Re-election and Election

In line with the UK Corporate Governance Code and our Articles of Association, all Directors (except Emma Griffin, Rosemary Hilary and Helena Morrissey who were appointed to the Board following the 2019 AGM and will be standing for election, Resolutions 10 to 12) 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 in Appendix 1.

Directors' Remuneration Policy

As required by legislation, there is a triennial binding vote on the proposed Directors' Remuneration Policy, which is set out in the Directors' Remuneration Report contained in the Company's Annual Report and Accounts for the year ended 31 December 2019 (the 2019 Annual Report and Accounts). The proposed Policy is generally consistent with the previous Policy approved by shareholders in 2017, but it has been updated to take account of the UK Corporate Governance Code. It includes a change to how the Board Remuneration Committee may apply the long-term incentive plan award limits, but the maximum incentive award sizes under the Policy remain unchanged.

External Auditor

Following the full tender process undertaken in 2016, the Audit Committee's 2019 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 92 and 93 of the 2019 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 15).

Renewal of Share Plans

The Board believes employee share plans ensure retention and deliver reward and incentivisation. Importantly, these plans also ensure employees and directors' interests are aligned more closely with shareholders which is integral to our business and strategic focus.

Certain of the Company's tax advantaged employee share plans are due to expire in 2020. These are the St. James's Place 2010 Share Incentive Plan, the SJP Sharesave Option Plan 2010 and the SJP Company Share Option Plan 2010. We want to make sure employees continue to benefit from these popular and tax efficient plans. Shareholders are asked to approve the renewal of these plans which have been updated and placed on a 'plain English' format but will otherwise continue on the same basis as before.

In addition, we are taking the opportunity of these renewals to also update and revise the St. James's Place 2014 Performance Share Plan to align the rules with the new plain English style and account for the UK Corporate Governance Code and institutional investor guidance. Likewise, in order to ensure all of the terms of our main share plans are aligned, we are presenting the terms of the St. James's Place Deferred Bonus plan for shareholder approval for the first time.

The resolutions and explanatory notes for these resolutions are at pages 3 to 4 and 7. The terms of the plans are summarised in appendices 2 to 6 of this notice.

Articles of Association

The Company's existing Articles of Association were last amended on 4 May 2017. Resolution 26 proposes to amend the existing Articles of Association to reflect certain changes, predominantly to reflect developments in market and industry practice since the existing Articles of Association were adopted by the Company. More details of the proposed amended Articles of Association (the New Articles) are provided in the Explanatory Notes and Appendix 7.

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 on Thursday 7 May 2020 at 10:00am and will, if it proceeds as a physical meeting, be held at 30 Lombard Street, London EC3V 9BQ. You will be asked to consider and pass the resolutions below. Resolutions 23 to 26 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

The Annual General Meeting will be held for the following purposes:

Ordinary resolutions

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 2019.

Resolution 2

To declare a final dividend of 31.22 pence per ordinary share for the year ended 31 December 2019.

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 Craig Gentle as a Director.

Resolution 7

To re-elect Simon Jeffreys as a Director.

Resolution 8

To re-elect Patience Wheatcroft as a Director

Resolution 9

To re-elect Roger Yates as a Director.

Resolution 10 To elect Emma Griffin as a Director.

Resolution 11

To elect Rosemary Hilary as a Director.

Resolution 12 To elect Helena Morrissey as a Director.

Resolution 13

To approve the Directors' Remuneration Report for the year ended 31 December 2019.

Resolution 14

To approve the 2020 Directors' Remuneration Policy.

Resolution 15

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 16

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

Resolution 17

THAT the directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to:

• i allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company, up to an aggregate nominal amount of £26,772,463.20 for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 30 June 2021); and
• ii make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

THAT, subject to the paragraph below, all existing authorities given to the directors pursuant to section 551 of the Companies Act 2006 be revoked by this resolution; and

THAT the paragraph above shall be without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Resolution 18

THAT the amendments to the trust deed and rules of the St. James's Place 2010 Share Incentive Plan, to be known as the St. James's Place Share Incentive Plan (the SIP), the principal features of which are summarised in Appendix 2 to this Notice, be approved and the Board be authorised to:

• i do all such other acts and things as they may consider appropriate to continue to operate the SIP including making any changes to the rules and/or trust deed of the SIP necessary or desirable in order to ensure that the Board can make a valid declaration to HM Revenue & Customs (HMRC) that the SIP satisfies the requirement of Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003; and
• ii establish schedules to, or further plans based on, the SIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the SIP.

Resolution 19

THAT the amendments to the rules of the SJP Sharesave Option Plan 2010, to be known as the St. James's Place Sharesave Option Plan (the SAYE), the principal features of which are summarised in Appendix 3 to this Notice, be approved and the Board be authorised to:

i do all such other acts and things as they may consider appropriate to continue to operate the SAYE including making any changes to the rules of the SAYE necessary or desirable in order to ensure that the Board can make a valid declaration to HMRC that the SAYE satisfies the requirement of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003; and

ii establish schedules to, or further incentive plans based on, the SAYE but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the SAYE.

Resolution 20

THAT the amendments to the rules of the SJP Company Share Option Plan 2010, to be known as the St. James's Place Company Share Option Plan (the CSOP), the principal features of which are summarised in Appendix 4 to this Notice, be approved and the Board be authorised to:

• i do all such other acts and things as they may consider appropriate to continue to operate the CSOP including making any changes to the rules of the CSOP necessary or desirable in order to ensure that the Board can make a valid declaration to HMRC that the CSOP satisfies the requirement of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003; and
• ii establish schedules to, or further incentive plans based on, the CSOP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the CSOP.

Resolution 21

THAT the rules of the St. James's Place Performance Share Plan (the PSP), the principal features of which are summarised in Appendix 5 to this Notice, be approved and the Board be authorised to:

• i do all such acts and things necessary to establish and carry the PSP into effect; and
• ii establish schedules to, or further incentive plans based on, the PSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the PSP.

Resolution 22

THAT the rules of the St. James's Place Deferred Bonus Plan (the DBP), the principal features of which are summarised in Appendix 6 to this Notice, be approved and the Board be authorised to:

• i do all such acts and things necessary to establish and carry the DBP into effect; and
• ii establish schedules to, or further incentive plans based on, the DBP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the DBP.

Special resolutions

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

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Resolution 23

THAT, subject to the passing of Resolution 17 in the Notice of the Annual General Meeting and in place of all existing powers, the Directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority conferred by Resolution 17 in the Notice of the Annual General Meeting as if section 561(1) of the Companies Act 2006 did not apply to the allotment.

This power:

i expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 30 June 2021), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and

ii shall be limited to:

a. the allotment of equity securities in connection with an offer to:

• 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• 1. people who hold other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b. the allotment of equity securities for cash otherwise than pursuant to paragraph (a) up to an aggregate nominal amount of £4,015,869.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by Resolution 17 in the Notice of the Annual General Meeting' were omitted.

Notice of annual general meeting continued

Resolution 24

THAT the Company be generally and unconditionally authorised 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:

• i the maximum aggregate number of ordinary shares authorised to be acquired is 53,544,926;
• ii the minimum price (exclusive of expenses) which may be paid for an ordinary share is 15p;
• iii 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 of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
• b. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
• iv 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 2021; and
• v 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 25

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 26

THAT the New Articles be approved and adopted in substitution for, and to the exclusion of, the existing Articles of Association of the Company.

By Order of the Board

Company Secretary St. James's Place plc

31 March 2020

.

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 2019.

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 31.22 pence per ordinary share on 22 May 2020 to shareholders on the register at the close of business on 17 April 2020.

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, together with the specific reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success, can be found in Appendix 1. In the Board's view, these illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. Having considered the performance of each Director seeking re-election as part of the Board Effectiveness Review (as described on page 88 of the 2019 Annual Report and Accounts, which included an assessment of the performance of each individual Director), the contribution made by each of these Directors and the independence of Non-executive Directors, the Board is satisfied that the performance of each Director seeking re-election continues to be effective and to demonstrate commitment to the role and as such recommends their re-election. In reaching its recommendations the Board also considered both the individual skills and experience brought by each member and the overall skill set of the Board. Further information regarding the independence and time commitments of the Directors can also be found on pages 84 and 86 of the 2019 Annual Report and Accounts.

Resolutions 10 to 12: Election of Directors

In accordance with the UK Corporate Governance Code and Article 88 of the Company's Articles of Association, Emma Griffin, Rosemary Hilary and Helena Morrissey, who were appointed as Directors since the last Annual General Meeting, will retire and stand for election at the Annual General Meeting. Emma, Rosemary and Helena's biographical details can be found in Appendix 1. Each brings with them a wide range of experience, including significant financial services exposure. Your Directors believe their experience and track records will be a great asset to the Board and the Group and, therefore, recommends their election.

Resolution 13: To approve the Directors' Remuneration Report

The Directors' Remuneration Report is set out on pages 102 to 118 of the 2019 Annual Report & Accounts. It has been prepared in accordance with Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2008 (as amended in 2018). 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 proposed Directors' Remuneration Policy that is the subject of Resolution 14). The vote in respect of this Resolution 13 is advisory and the Directors' entitlement to receive remuneration is not conditional on it.

Resolution 14: To approve the Directors' Remuneration Policy

Pursuant to Section 439A of the Companies Act 2006, shareholders are asked to approve the new Directors' Remuneration Policy, which is set out on pages 119 to 125 of the 2019 Annual Report & Accounts. It is intended that this will take effect immediately after the AGM and be applied to awards in respect of the 2020 financial year. It will replace the existing Policy that was approved by shareholders in May 2017.

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It is intended that the Directors' Remuneration Policy will be in force for the three years, 2020-2022. However, we will monitor regulatory changes, market trends and business requirements, and, if necessary, we may present an amended policy within that three-year period to take account of such developments.

The Directors' Remuneration Policy has been developed taking account of the requirements of the UK Corporate Governance Code and the views of our major shareholders.

Resolution 15: 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 2019 annual review of external auditor can be found on pages 92 to 93 of the 2019 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 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

Under section 551 of the Companies Act 2006, the Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The section 551 authority conferred on the Directors at last year's AGM expires on the date of the AGM. Resolution 17 gives the Directors a new section 551 authority in line with market practice. The resolution will be proposed as an ordinary resolution.

If the resolution is passed, the authority will expire at the conclusion of the Annual General Meeting in 2021 or, if earlier, the close of business on 30 June 2021.

As at 25 March 2020, being the last practicable date prior to the publication of this Notice of the Annual General Meeting, the Company held no treasury shares.

Explanatory notes to the resolutions continued

Resolution 18 to 22: Approval of the St. James's Place Share Incentive Plan, the St. James's Place Sharesave Option Plan, the St. James's Place Company Share Option Plan, the St. James's Place Performance Share Plan and the St. James's Place Deferred Bonus Plan

The Company considers employee share ownership to be a key part of the Company's overall remuneration strategy and which enables the Company to align the interests of employees and shareholders, and to recruit, retain and motivate employees at all levels within the Group.

The SIP, the SAYE and the CSOP were approved by shareholders on 13 May 2010. The terms of the SIP permit the grant of awards under it, providing shares may not be issued or transferred from treasury, to satisfy awards granted after the period ending 18 May 2020. The terms of the SAYE permit the grant of options under it, providing no option may be granted after the ten-year period ending 13 May 2020. The terms of the CSOP permit the grant of options under it, providing no option may be granted after the ten-year period ending 13 May 2020.

We have made minor changes to the SIP, the SAYE and the CSOP since they were last presented to shareholders in 2010 to refresh the plans and put them in a plain English format, to keep the plans in line with the changing legislation and market practice, and to maximise our employees' opportunity to participate. The SIP, the SAYE and the CSOP are now being put to shareholders to approve their renewal and extension to 7 May 2030. No other changes to the SIP, the SAYE or the CSOP are being proposed at the AGM.

The PSP was approved by shareholders on 14 May 2014. The terms of the PSP permit the grant of awards under it, providing no grants may be made after 13 May 2024.

We have revised the PSP since the plan was last presented to shareholders in 2014 to put the PSP in a plain English format and to bring the plan in line with developing market practice, corporate governance requirements and investor expectations. These changes include an explicit power to adjust awards to ensure they reflect underlying performance and to avoid formulaic outcomes as well as to reflect the new St. James's Place Plc Malus and Clawback Policy approved in 2019. In addition, certain minor changes have been made to reflect changes in applicable law and regulations relevant to the PSP and the facility to grant parallel CSOP options to PSP awards has been removed. The PSP is now being put to shareholders to approve grants to be made under the PSP until 7 May 2030.

The DBP was previously only approved by the Board. The DBP is now being put to shareholders to approve grants to be made under the DBP until 7 May 2030. The principal change to the DBP is to permit the use of treasury and new issue shares to satisfy awards and to reflect Listing Rule requirements applicable to shareholder approved share plans, although the provisions relating to corporate events have been aligned with the PSP and certain minor changes have been made to reflect changes in applicable law and regulations relevant to the DBP.

The principal features of the SIP, SAYE, CSOP, PSP and DBP are summarised in Appendices 2 to 6 to this Notice.

To the extent practicable in the present circumstances, and in light of Government advice relating to COVID-19, a copy of the draft rules of the SIP, the SAYE, the CSOP, the PSP and the DBP will be available for inspection during normal business hours on Monday to Friday each week (public holidays excepted) at the registered office of the Company and at Spencer House, 27 St. James's Place, London SW1A 1NR from the date of this Notice up to and including the date of the Annual General Meeting, and at the place of the Annual General Meeting from 15 minutes before the start of the meeting until the close of the meeting. Alternatively, shareholders may request such documents from the Company Secretary.

Resolution 23: Disapplication of pre-emption rights

If the Directors wish to allot shares, or grant rights to subscribe for, or convert securities into, shares, or sell treasury shares for cash (other than pursuant to an employee share scheme), they must first offer them to existing shareholders in proportion to their holdings. There may be occasions when the Directors need the flexibility to finance business opportunities by allotting shares without a pre-emptive offer to existing shareholders, and this can be done if the shareholders have first given a limited waiver of their pre-emption rights.

Resolution 23 asks shareholders to grant this limited waiver. The resolution will be proposed as a special resolution.

Resolution 23 contains a two-part waiver. The first is limited to the allotment of shares for cash up to an aggregate nominal value of £4,015,869 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately 5 per cent of the total issued ordinary share capital as at 25 March 2020 (the latest practicable date before the publication of this notice). The second is limited to the allotment of shares for cash in connection with a rights issue to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders.

If Resolution 23 is passed, the waiver will expire at the conclusion of the Annual General Meeting in 2021 or, if earlier, the close of business on 30 June 2021.

The Directors do not intend, pursuant to the waiver in Resolution 23, to allot shares non-pre-emptively for cash in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital (excluding treasury shares) in any rolling three-year period, in accordance with the Pre-emption Group's March 2015 Statement of Principles.

Resolution 24: Purchase of own shares

Resolution 24 renews the authority granted to the Company to purchase up to 53,544,926 ordinary shares in the share capital of the Company. This represents 10 per cent of the ordinary shares in issue as at 25 March 2020, 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.

As at 25 March 2020, 15,453,039 options or awards to subscribe for shares issued by the Company were outstanding. This represents 2.89 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 3.21 per cent of the total issued ordinary share capital (excluding treasury shares). The Company has no warrants in relation to its shares.

Resolution 25: 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 2019, 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 2021, 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.

Resolution 26: Articles of association

The Company proposes adopting the New Articles, reflecting various changes, at the Annual General Meeting. An explanation of the principal differences between the New Articles and the existing Articles of Association is set out in Appendix 7 to this notice. Other minor clarification changes are not described. To the extent practicable in the present circumstances, given Government advice in light of COVID-19, copies of the New Articles, and of the existing Articles of Association marked up to show all proposed changes in the New Articles, are available for inspection during normal business hours at the registered office of the Company until the date of the Annual General Meeting (or upon request from the Company Secretary), and at the place of the Annual General Meeting for at least 15 minutes prior to and until the conclusion of the Annual General Meeting. These will be on display on the Company's website (www.sjp.co.uk/shareholders/shareholder-meetings).

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. COVID-19

This Notice of AGM (including these explanatory notes) reflect the intention of the Board of Directors with respect to the AGM given the law in force , and relevant guidance, as at the latest practicable date before the publication of this Notice of AGM. However, the situation is fast-moving and so our plans may change at short notice. In particular, on 28 March 2020 the Business Secretary Alok Sharma announced an intention to enable companies to hold annual general meetings flexibly, in accordance with public health requirements, which may include by postponing the meeting, holding the meeting online or by phone, or through the submission of proxy votes only. We will update our website (www.sjp.co.uk/shareholders/ shareholder-meetings) if plans change. Shareholders should check our website to ensure they have the most up to date information available regarding the Annual General Meeting.

2. 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 Tuesday, 5 May 2020 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 Tuesday, 5 May 2020 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

3. Voting by Poll

The Directors have decided that voting on each of the Resolutions to be put to this year's Annual General Meeting 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. Shareholders are strongly encouraged to vote by submitting proxy forms in favour of the chair of the meeting, and not by attending in person. However, any shareholder not following Government advice and our recommendation will be required to register and collect a poll card.

4. Proxy voting

In light of current restrictions on movement and gatherings in England, we strongly recommend that all shareholders vote by appointing the chair of the Annual General Meeting as their proxy, rather than by seeking to attend in person or by corporate representative.

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 at that meeting instead of him/her. 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.

Proxies may be appointed by:

• 1) completing and returning the proxy form enclosed with this Notice;
• 2) going to www.investorcentre.co.uk/eproxy and following the instructions provided; 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.

While appointing a proxy will not preclude a member from attending the Annual General Meeting and voting in person, as noted elsewhere in this document we expect shareholders to stay at home. Attention is also drawn to the important information set out under section 15 (Security) below.

5. 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.

6. 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 Thursday 7 May 2020 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.

7. Documents available for inspection

To the extent practicable in the present circumstances, and in light of Government advice relating to COVID-19, 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 Non-executive Directors;
• a copy of the New Articles and a copy of the Existing Articles marked up to show all proposed changes;
• the Terms of Reference of the Company's Audit, Remuneration, Nomination and Risk Committees;
• the draft rules of the St. James's Place Share Incentive Plan;
• the draft rules of the St. James's Place Sharesave Option Plan;
• the draft rules of the St. James's Place Company Share Option Plan;
• the draft rules of the St. James's Place Performance Share Plan; and
• the draft rules of the St. James's Place Deferred Bonus Plan.

To the extent practicable in the present circumstances, and in light of Government advice relating to COVID-19, copies of these documents will also be available for inspection at the place of the Annual General Meeting from 9:45am until its conclusion. Shareholders may also request such documents from the Company Secretary.

New Articles and the copy of the Existing Articles marked up to show all proposed changes will also be available on the Company's website (www.sjp.co.uk/shareholders/shareholder-meetings).

8. 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.

9. 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.

10. Asking questions

In light of current restrictions on movement and gatherings in England we strongly recommend that all shareholders vote by submitting proxy forms, appointing the chair as proxy, rather than by attending in person. Attention is also drawn to the important information set out under section 15 (Security) below.

All members and their proxies who attend in person or by corporate representative, will have the opportunity to ask questions relating to the business which is being dealt with at the Annual General Meeting. 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.

11. 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.

10

12. Total voting rights

As at 25 March 2020, (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital comprised 535,449,264 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 535,449,264.

13. 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).

14. 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.

15. Security

If the Annual General Meeting does proceed as a physical meeting, given the current restrictions on movement and gatherings in England we expect shareholders to stay at home, and vote by submitting proxy forms (appointing the chair as proxy) rather than by attending in person.

If the Annual General Meeting does proceed as a physical meeting, we will be applying strict health and safety procedures in order to give effect to relevant restrictions. In line with guidance from the Chartered Governance Institute, this may include limiting attendance to as few as two shareholders in the event that the chair determines this is necessary to ensure the safety of attendees and / or compliance with applicable law. To further support these efforts there will be only limited Company representation at the meeting. Shareholders should review the website for updates regarding the procedures for the meeting.

At all general meetings of the Company, checks may be carried out on entry to the venue for such meeting. This may include searches by hand of bags. No one attending such a meeting may bring leaflets, banners, whistles or other disruptive items into the premises. Any person who refuses to comply with the appropriate security measures in place may be denied entry into the venue for the relevant meeting. We do not permit behaviour that may interfere with anyone's security, safety, comfort, or the good order of the relevant meeting. Anyone who does not comply may be removed from the relevant meeting.

Appendix 1 – Director Biographies

Iain Cornish

Iain brings to the Board experience from both the financial and regulatory environments. He was a senior consultant at KPMG, specialising in the banking and finance sector, and then served as Chief Executive of the Yorkshire Building Society. Iain has been a member of the Board since 2011. He has served on a number of boards in the financial services sector and was a founding independent director of the Prudential Regulatory Authority. He continues to chair the Board Risk Committee and took the position of Board Chair in October 2018. The combination of significant relevant experience within financial services and his tenure as the longest serving Non-executive Director at the Company means he is well equipped to lead the Board through an important transitionary phase.

Andrew Croft

Andrew has been with the Company since 1993, working as Chief Financial Officer for 13 years before becoming Chief Executive Officer. During this time the group has gone through significant expansion and growth. Andrew's extensive financial experience, combined with a thorough understanding of the business and the performance of the group, the onward maturing of the business which includes addressing culture, means that he continues to be important to the Company's long-term success.

Ian Gascoigne

Ian is one of the founding members of the management team. He has worked in financial services since 1986 and has considerable experience in the advice space. Ian offers a unique insight into how the group has grown and developed and the reasons why, which provides the Board with an understanding and awareness of the business as it stands today and in its continuing growth. Ian is integral to the ongoing oversight of the growth and development of the Partnership, maintaining the standards and conduct of Partners.

Craig Gentle

Craig joined the Company in 2016, having previously spent 22 years at PricewaterhouseCoopers, the latter 12 years of which was as a partner. He is a Chartered Accountant and brings deep technical knowledge experience and financial skills gathered through experience of working across retail financial services, which makes him an effective and valuable contributor to the Board. In light of a more challenging external environment for the Group, Craig has driven a disciplined approach to expense management while at the same time ensuring the business continues to invest in areas to support future growth and positive client outcomes.

Simon Jeffreys

Simon brings experience of the auditing world and financial services. He was a senior audit partner with PricewaterhouseCoopers LLP from 1986 to 2006 where he also led their Global Investment Management practice. Between 2006 and 2014, Simon was CFO and chief administrative officer at Fidelity International and then CFO and chief operating officer at the Wellcome Trust. Simon has experience of audit and a sound understanding of governmental and regulatory bodies with regard to financial controls. Currently, he chairs a number of public and private company boards and audit and risk committees which provide ongoing experience and expertise around audit, accountancy and financial services regulation; these are key to Simon's role as Chair of the Audit Committee, where he is able to bring not only his experience, but also strong networks with financial regulators.

Baroness Patience Wheatcroft

Patience brings experience of the media and also the legislature. Her career has included editorial roles at both the Sunday Telegraph and The Times, as well as being editor-in-chief at the Wall Street Journal, Europe. She is a member of the House of Lords. Her financial services experience includes previous appointments as a non-executive director of Barclays Group plc and Shaftesbury plc. Patience has extensive experience across a number of sectors and provides insight on how SJP may be perceived by external stakeholders. In 2019 Patience was appointed as the Designated Non-executive Director for Workforce Engagement and will continue to oversee the enhancement of the approach to engaging with our people in 2020.

Roger Yates

Roger brings over 30 years of investment management experience. He started his career with GT Management Limited in 1981 and has subsequently held positions at Morgan Grenfell, Invesco and Henderson Group plc, where he was chief executive officer. Most recently, he was chair of Electra Private Equity plc and a nonexecutive director of IG Holdings plc and of J.P. Morgan Elect plc. Roger brings financial services and investment insight, as well as extensive knowledge of the fund management world and how that interacts with the St James's Place group environment. Roger's experience of executive remuneration matters continues to be of importance to the Remuneration Committee, which he chairs. In his role as Senior Independent Director, Roger will have a key role in the identification of Iain Cornish's successor as Chair of the Board.

Emma Griffin

Emma has previously been a Non-executive Director of AIMIA Inc and Enterra Holdings. From 2002-2013, Emma was a founding partner of the stockbroking firm, Oriel Securities, which was sold to Stifel Corporation. In her early career Emma worked at HSBC James Capel and Schroders. Emma brings over twenty years' investment banking experience in securities and corporate finance and has founded and built businesses in the banking arena and beyond. She is an experienced non-executive director and committee chair across both private and listed global businesses. She brings a broad investment background and relevant board experience in financial services listed businesses.

Rosemary Hilary

Rosemary was Chief Internal Auditor at TSB Bank from 2013 to 2016 and prior to that, from 1989 to 2013, she held a number of senior positions at the Financial Conduct Authority (formerly the Financial Services Authority) and the Bank of England. Rosemary is a Chartered Certified Accountant, FCCA and brings deep financial services experience, with both a commercial and a regulatory perspective. She combined regulatory oversight roles with internal management responsibility. As an executive, she served on audit and risk committees, and she is now an experienced Non-executive Director. She chairs standalone Risk and Audit Committees for Vitality and Willis respectively and the combined Audit and Risk Committee for Record plc and, while on the board, for the Pension Protection Fund. On each of her Boards she has played a key role in establishing and enhancing the risk frameworks. Rosemary brings experience of both wholesale and retail financial services and an understanding of intermediary businesses (both brokers and advisors).

Dame Helena Morrissey

Helena was Head of Personal Investing at Legal & General Investment Management from 2017 to December 2019. Prior to that, she was Chief Executive of Newton Investment Management, the global investment manager, from 2001 to 2016, having joined the company in 1994. She is a proven leader, who brings extensive investment management experience and commercial acumen gained as a CEO. Helena was appointed Dame Commander of the Order of the British Empire (DBE) in the 2017 Birthday Honours for services to diversity in financial services. She is Chair of the Diversity Project, which is a cross-company initiative championing a more inclusive culture within the Savings and Investment profession. As an organisation we recognise the importance of an inclusive and diverse workforce and Helena's expertise in this area will be a significant advantage as we look to make progress in this area.

Appendix 2 – the St. James's Place Share Incentive Plan (the SIP)

Overview

The SIP (formerly, the St. James's Place Share Incentive Plan 2010), is a share incentive plan designed to be a tax advantaged share incentive plan which complies with Schedule 2 Income Tax (Earnings and Pensions) Act 2003 (ITEPA). The SIP shall be administered by the Board (or a committee of the Board). The SIP will remain registered with HM Revenue & Customs.

It offers four ways to provide ordinary shares in the capital of the Company (Shares) to employees based in the UK on a tax-favoured basis: free, partnership, matching and dividend shares. The Board has the power to decide which, if any, of the four elements should be offered. The SIP operates in connection with a special UK resident trust created in connection with the SIP and which holds Shares on behalf of participants.

Awards may be made over newly issued Shares, treasury Shares or Shares purchased in the market.

Eligibility

All employees of the Company and any subsidiaries designated by the Board as participating companies are eligible to participate in the SIP, if they are UK tax payers and have been working for the Company or a participating company for such qualifying period of service of up to 18 months and as determined by the Board.

Non-UK tax payers employees of participating companies may be invited by the Board to participate.

No awards may be offered more than 10 years after shareholder approval of the SIP.

Trust

The SIP operates through a UK resident trust, which acquires Shares by purchase, subscription or the acquisition of Shares held in treasury and holds the Shares on behalf of participants.

Restrictions on shares, including forfeiture

Shares in the SIP may be subject to such other restrictions as may be imposed by the Board, including forfeiture restrictions (in the case of free and matching share awards only), subject to the applicable legislation.

Forms of awards

a. Free shares

Participants may be awarded free shares worth up to a maximum set by the UK tax legislation (currently £3,600 per tax year). Awards of free shares must generally be made on similar terms.

Free shares must be subject to a holding period of between three and five years at the discretion of the Board and will be free of income tax and national insurance contributions (NICs) if held in the trust for five years. If the Board determines that a forfeiture period will apply, and a participant leaves employment with the Group other than as a good leaver (see below) before the end of the forfeiture period set by the Board, their free shares will be forfeited.

b. Partnership shares

Participants may purchase shares out of monthly savings contributions from pre-tax (gross) salary of up to the maximum set by the legislation (currently £1,800 per tax year, or 10% of salary, if less). The Board may set a minimum monthly deduction which may not be greater than £10. Participants can stop saving at any time. The participants' contributions may be used to buy partnership shares on an ongoing monthly basis or accumulated for up to 12 months before they are used to buy partnership shares.

There is no holding period: Partnership shares can be withdrawn from the SIP by the participant at any time, but there will be an income tax and NICs liability if they are withdrawn within five years of their acquisition.

c. Matching shares

Where participants buy partnership shares, they may be awarded additional matching shares free of charge by the Board on a matching basis up to a statutory limit of two matching shares for each partnership share (or such other limit set by the UK tax legislation).

Matching shares will be subject to a holding period of between three and five years at the discretion of the Board and will be free of income tax and NICs if held in trust for five years. If the Board determines that a forfeiture period will apply and a participant leaves employment with the Group other than as a good leaver (see below), or a participant withdraws the corresponding partnership shares, before the end of the forfeiture period, the participant's matching shares will be forfeited.

d. Dividend shares

The Board may require some or all of the dividends paid on SIP Shares to be re-invested in the purchase of additional dividend shares. Dividend shares must be held in the SIP for a period of three years. If held for the required period, the dividend shares can be withdrawn tax free.

Dilution limits

Commitments to issue new Shares may not, on any day, exceed 10% of the issued share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the SIP and any other employee share plan operated by any member of the Group. The limit does not include rights to Shares which have lapsed, forfeited or surrendered. The limit includes any Shares transferred out of treasury but only for as long as required by applicable institutional investor guidelines.

Ceasing employment and forfeiture of shares

If a participant ceases to be in relevant employment, the participant will be required to withdraw their Shares from the SIP. Free shares and/or matching shares are forfeited if participants cease employment with a member of the Group during the forfeiture period, other than because of certain 'good leaver' circumstances such as injury, disability, redundancy or retirement, or by reason of a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or if the relevant employment is employment by an associated company by reason of a change of control or other circumstances ending that company's status as an associated company of the Company.

Participants can withdraw their partnership shares from the SIP at any time. However, matching shares will be subject to forfeiture if the corresponding partnership shares are withdrawn during the forfeiture period.

Voting rights

If the trustee of the SIP permits, participants who hold Shares in the SIP may direct the trustee how to exercise the voting rights on Shares held on their behalf, including rights in relation to a takeover, scheme of arrangement, merger or other corporate re-organisation or transaction. The SIP trustee will not exercise the voting rights unless it receives the participants' instructions.

Amendments

The Committee may change the SIP in any way at any time but the prior approval of shareholders by ordinary resolution will be required for any proposed change that is to the advantage of present or future participants and which relates to:

• a. the persons who may participate in the SIP;
• b. the dilution and individual limits;
• c. the maximum entitlement for any participant;
• d. the basis for determining a participant's entitlement to, and the terms of, Shares under the SIP;
• e. the rights of a participant in the event of a capitalisation or rights issue, open offer, sub-division or consolidation of shares, reduction of capital or any other variation of capital of the Company; and
• f. the provision in the SIP requiring shareholder approval for amendments.

Shareholder approval is not needed for minor changes to benefit the administration of the SIP, to comply with or take account of a change in legislation and/or to obtain or maintain favourable tax, exchange control or regulatory treatment for any member of the Group or any present or future participant.

Further plans or schedules based on the SIP may be established, but modified to take account of local tax, exchange control or securities laws in other jurisdictions, provided any awards made under them count towards the individual and plan limits.

Miscellaneous

Benefits under the SIP are not pensionable.

This summary does not form part of the rules of the SIP and should not be taken as affecting the interpretation of the detailed terms and conditions of the SIP. The Board reserves the right to amend or add to the rules of the SIP up until the time of the annual general meeting, provided that such amendments or additions do not conflict in any material respect with this summary.

Appendix 3 – the St. James's Place Sharesave Option Plan (the SAYE)

General

The SAYE (formerly the SJP Sharesave Option Plan 2010) is a share option plan designed to be a tax advantaged share incentive plan which complies with Schedule 3 ITEPA. The SAYE shall be administered by the Board (or a committee of the Board). The SAYE will remain registered with HM Revenue & Customs. It allows the Company to grant options to acquire Shares to employees based in the UK on a tax-favoured basis.

Options may be satisfied using newly issued Shares, treasury Shares or Shares purchased in the market.

Eligibility

Each time that the Board decides to operate the SAYE, all UK taxresident persons must be invited to participate, who:

• are employees or directors of the Company and any subsidiaries designated by the Board as participating companies;
• have a qualifying period of continuous service (if any) as the Board determines (not exceeding a period of 5 years before grant); and
• in the case of directors, are required to work for the Company and/ or any participating companies for more than 25 hours a week.

Other non-UK tax payers employees of participating companies may be invited by the Board to participate.

Options under the SAYE

Option granted under the SAYE will be granted at an exercise price per Share not less than 80% of the market value of a Share on the date of invitation, as determined by the Board.

It is a condition of participation in the SAYE that anyone wishing to participate enters into a savings contract of either 3 years' duration or 5 years' duration, as permitted by the Board. Shares subject to an option may only be purchased with savings accrued (which may include any interest or bonus) under that savings contract.

Timing of invitations

Invitations to apply for options may normally only be issued within 42 days following:

• a. the day the SAYE is approved by shareholders;
• b. the business day following the announcement of the Company's results for any period;
• c. any day on which legislation affecting Schedule 3 savings related share plans is announced or an announcement is made of a new SAYE savings prospectus;
• d. any day on which the Board resolves that exceptional circumstances exist which justify the grant of options; and
• e. if any restrictions on dealings or transactions in securities (Dealing Restrictions) prevented the granting of options in the periods specified above, the business day following the day those Dealing Restrictions are lifted.

No options may be granted more than 10 years after shareholder approval of the SAYE.

Applications

Employees will indicate how much they wish to save under their savings contract as part of their application. The minimum and maximum amounts an employee may save are set out in the applicable legislation and the HMRC approved prospectus (currently £5 minimum and £500 maximum per month). The Board may determine that different minimum and maximum limits will apply, subject to the restrictions in the legislation and the relevant savings prospectus.

The Board may set a maximum aggregate number of Shares available for an invitation. If the Board receives valid applications in excess of this, applications will be scaled down.

Grant of options

The Company must grant options within 30 days of the first date used to set the exercise price (or within 42 days if applications are scaled down).

The number of Shares subject to an option is the number that, at the relevant exercise price per Share may be acquired by applying the expected proceeds of the savings contract (including any interest or bonus).

Options may not be transferred, except on death.

Exercise of options

Options will normally only be exercisable during the 6 month period following maturity of the savings contract (the bonus date).

Options may only be exercised to the extent of the saving accrued under the savings contract. Options may be exercised in whole or part, but may only be exercised on one occasion.

Dilution limits

Commitments to issue new Shares may not, on any day, exceed 10% of the issued share capital of the Company in issue immediately before that day when added to the total number of ordinary shares which have been allocated in the previous 10 years under the SAYE and any other employee share plan operated by any member of the Group. This limit does not include rights to Shares which have lapsed or been surrendered. The limit includes any Shares transferred out of treasury but only for as long as required by applicable institutional investor guidelines.

Leavers

If a participant ceases to be employed within the Group, the participant's option will normally lapse. However, if a participant leaves due to retirement, injury, disability, redundancy, a TUPE transfer, the business or part of a business in which the participant works being transferred out of the Company's group, or the participant's employing company ceasing to be an associated company by reason of a change of control, the participant may exercise the option within 6 months of leaving (or 6 months of the bonus date, if earlier).

If a participant leaves by virtue of misconduct, the option will lapse immediately.

Otherwise, if a participant leaves more than 3 years after the date of grant of the option for any other reason, the participant may exercise the option within 6 months of leaving (or 6 months of the bonus date, if earlier).

Where a participant dies, the participant's option may be exercised within 12 months following death (if death occurred before the bonus date), or within 12 months after the bonus date (if death occurred within 6 months after the bonus date).

Company events

On a takeover, scheme of arrangement, merger or certain other corporate reorganisations, options can generally be exercised early to the extent of the savings made. Alternatively, participants may be allowed to exchange their options for options over shares in the acquiring company.

Variation of share capital

In the event of a variation in the share capital of the Company, the Board may adjust the number and description of Shares subject to each option and/or the exercise price to the extent necessary.

Any variation must ensure that the value of the shares in the option and its aggregate exercise price are substantially the same immediately before and after the adjustment. Where the option is to subscribe for new shares in the Company, the option price may not be less than the nominal value of a share.

Amendments

The Committee may change the SAYE in any way at any time but the prior approval of shareholders by ordinary resolution will be required for any proposed change that is to the advantage of present or future participants and which relates to:

• a. the persons who may participate in the SAYE;
• b. the dilution and individual limits;
• c. the maximum entitlement for any participant;
• d. the basis for determining a participant's entitlement to, and the terms of, Shares under the SAYE;
• e. the rights of a participant in the event of a capitalisation or rights issue, open offer, sub-division or consolidation of shares, reduction of capital or any other variation of capital of the Company; and
• f. the provision in the SAYE requiring shareholder approval for amendments.

Shareholder approval is not needed for minor changes to benefit the administration of the SAYE, to comply with or take account of a change in legislation and/or to obtain or maintain favourable tax, exchange control or regulatory treatment for any member of the Group or any present or future participant.

Further plans or schedules based on the SAYE may be established, but modified to take account of local tax, exchange control or securities laws in other jurisdictions, provided any awards made under them count towards the individual and plan limits.

Miscellaneous

Benefits under the SAYE are not pensionable.

This summary does not form part of the rules of the SAYE and should not be taken as affecting the interpretation of the detailed terms and conditions of the SAYE. The Board reserves the right to amend or add to the rules of the SAYE up until the time of the annual general meeting, provided that such amendments or additions do not conflict in any material respect with this summary.

NOTICE OF ANNUAL GENERAL MEETING 2020 www.sjp.co.uk

Appendix 4 – the St. James's Place Company Share Option Plan (the CSOP)

General

The CSOP (formerly, the SJP Company Share Option Plan 2010), provides for the grant of options and provided certain conditions are satisfied, such options may qualify for favourable tax treatment. The CSOP complies with the requirements of Schedule 4 ITEPA. The CSOP shall be administered by the Board (or the Remuneration Committee in relation to options granted to directors). The CSOP will remain registered with HM Revenue & Customs. It allows the Company to grant options to acquire Shares to employees based in the UK on a tax-favoured basis.

Options may be satisfied using newly issued Shares, treasury Shares or Shares purchased in the market.

Eligibility

All employees of the Company and any subsidiaries designated by the Board as participating companies are eligible to participate in the CSOP providing that, if a director, the employee works at least 25 hours per week.

Grant of options

Options may be granted to eligible employees of the Company and its subsidiaries (the Group) selected by the Board (or a committee of the Board) in its absolute discretion.

Options granted made to executive directors of the Company will comply with the prevailing shareholder approved directors' remuneration policy, particularly as regards the application of individual limits, performance conditions, malus/clawback, vesting/ holding periods and payouts following leaving.

Options may not be transferred, except on death.

Performance conditions

Options granted to executive directors of the Company will be made subject to one or more performance conditions and any other conditions the Committee determines.

The Committee may change a performance condition or other condition in accordance with its terms or if anything happens which causes it to reasonably consider it appropriate to do so, provided that a changed performance condition will not be materially less or more difficult to satisfy than the original condition was intended to be at the grant date.

Timing of awards

Awards made to an executive director of the Company may only be made within 42 days starting on any of the following:

• a. the day the CSOP is approved by shareholders;
• b. the business day following the announcement of the Company's results for any period;
• c. any day on which the Committee resolves that exceptional circumstances exist which justify the grant of awards; and
• d. if any Dealing Restrictions prevented the granting of options in the periods specified above, the business day following the day those Dealing Restrictions are lifted.

Options granted to participants other than executive directors of the Company may be granted at any time, subject to Dealing Restrictions.

No options may be granted more than 10 years after shareholder approval of the CSOP.

Exercise price

The exercise price of an option may not be less than the market value of a Share at the time of grant (but not less than its nominal value).

CSOP and dilution limits

Commitments to issue new Shares may not, on any day, exceed 10% of the issued share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the CSOP and any other employee share plan operated by any member of the Group.

Commitments to issue new Shares in relation to options granted to directors of the Company may not, on any day, exceed 5% of the issued share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the CSOP and any other discretionary employee share plan operated by any member of the Group.

The limits above do not include rights to Shares which have lapsed or been surrendered. The limits above include any Shares transferred out of treasury but only for as long as required by applicable institutional investor guidelines.

No option may be granted which would result in the aggregate exercise prices of the Shares comprised in all outstanding options granted any employee under the CSOP when aggregated with all outstanding options held under any other share option scheme established by the Company or any associated company exceeding £30,000.

The grant of options to executive directors of the Company may only be granted in accordance with the limits set out in the relevant directors' remuneration policy.

Exercise of options

Options will normally only be exercisable by a participant who is still an eligible employee of the Group after the third anniversary of its date of grant and before the tenth anniversary of its date of grant (unless a shorter period applies). Options may be granted on terms permitting exercise subject to performance conditions and/or other vesting provisions.

Malus and clawback

Options are subject to the Group's malus and clawback policy, as updated from time to time. Under the policy, the remuneration committee of the Company (or such other committee to which the Directors have delegated responsibility in respect of the policy) may decide to reduce, cancel or forfeit an award (malus) or recover all or part of the value of an award that has been satisfied (clawback) if certain circumstances occur.

The terms of the malus and clawback policy are summarised in the Company's directors' remuneration policy.

Performance of the Group

Where the Committee determines that the amount over which an Award will Vest would not be appropriate in consideration of the performance of the Group and/or the experience of the Company's shareholders, the Committee may in respect of an Award, reduce (including to zero) the extent to which the Award will Vest.

Leavers

If a participant leaves by virtue of misconduct or poor personal performance, the option will lapse immediately.

Options will normally lapse on cessation of employment within the period of 3 years from the date of grant.

Earlier exercise is permitted if the participant dies or leaves employment through injury, disability, redundancy or retirement, a relevant transfer occurs within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006, the company by which the Participant is employed ceases to be under the control of the Company, the participant becomes a Partner or any other circumstances approved by the Board. In such circumstances, options will be subject to pro-rating and the achievement of any performance conditions.

Options granted more than 3 years prior to cessation of employment remain exercisable for a period of 6 months, subject to the achievement of any performance conditions.

In general, if a participant leaves to become an SJP Partner, the option will continue to subsist as if the participant had not left.

Internationally mobile participants

If a participant moves jurisdiction (without leaving employment) and, as a result, there may be adverse legal, regulatory or tax consequences in relation to the participant's awards, the Board may adjust those awards as it considers appropriate.

Company events

On a takeover, scheme of arrangement, merger or certain other corporate reorganisations, options can generally be exercised early, subject to pro-rating and the achievement of any performance conditions. Alternatively, participants may be allowed to exchange their options for options over shares in the acquiring company.

Variation of share capital

In the event of a variation in the share capital of the Company, the Board may adjust the number and description of Shares subject to each option and/or the exercise price to the extent necessary.

Any variation must ensure that the value of the shares in the option and its aggregate exercise price are substantially the same immediately before and after the adjustment. Where the option is to subscribe for new shares in the Company, the option price may not be less than the nominal value of a share.

Amendments

The Committee may change the CSOP in any way at any time but the prior approval of shareholders by ordinary resolution will be required for any proposed change that is to the advantage of present or future participants and which relates to:

• a. the persons who may participate in the CSOP;
• b. the dilution and individual limits;
• c. the maximum entitlement for any participant;
• d. the basis for determining a participant's entitlement to, and the terms of, Shares under the CSOP;
• e. the rights of a participant in the event of a capitalisation or rights issue, open offer, sub-division or consolidation of shares, reduction of capital or any other variation of capital of the Company; and
• f. the provision in the CSOP requiring shareholder approval for amendments.

Shareholder approval is not needed for minor changes to benefit the administration of the CSOP, to comply with or take account of a change in legislation and/or to obtain or maintain favourable tax, exchange control or regulatory treatment for any member of the Group or any present or future participant.

Further plans or schedules based on the CSOP may be established, but modified to take account of local tax, exchange control or securities laws in other jurisdictions, provided any awards made under them count towards the individual and plan limits.

Miscellaneous

Benefits under the CSOP are not pensionable.

This summary does not form part of the rules of the CSOP and should not be taken as affecting the interpretation of the detailed terms and conditions of the CSOP. The Board reserves the right to amend or add to the rules of the CSOP up until the time of the annual general meeting, provided that such amendments or additions do not conflict in any material respect with this summary.

Appendix 5 – the St. James's Place Performance Share Plan (PSP)

The existing St. James's Place Performance Share Plan was originally approved by shareholders in 2014 for a ten-year term and expires on 13 May 2024. The Board has decided to renew the PSP at the same time as the SIP, SAYE and CSOP are being renewed in order to align the Company's incentive arrangements. The Board has also updated the PSP to make awards of forfeitable restricted shares, account for the UK Corporate Governance Code and institutional investor guidelines and to ensure the terms of the PSP are also in a plain English format. Whilst the new PSP allows for Restricted share awards, these have been added to 'future proof' the plan and provide flexibility for such awards to executive directors, in the event of a future remuneration policy requirement. The PSP will replace and operate in substantially the same way as the existing St. James's Place Performance Share Plan.

Administration

The Board will adopt the PSP, subject to shareholder approval. The operation of the PSP will be overseen by such committee to which the Board delegates responsibility for overseeing the operation of the PSP (the Committee). Decisions of the Committee are final and binding in all respects.

General

The PSP is a discretionary plan pursuant to which the Company may make awards to employees of the Group. An award granted under the PSP will be structured as: (a) a nil-cost option to acquire ordinary shares of the Company (Shares); (b) a conditional right to acquire Shares; or (c) a forfeitable restricted share award over Shares.

Restricted share awards will not be granted to executive directors of the Company unless permitted in line with the directors' remuneration policy.

No payment is required for the grant of an award. Awards cannot be transferred, except on death.

Awards may be settled using Shares purchased in the market, treasury Shares or new issue Shares.

Eligibility

Employees (including executive directors) of the Group will be eligible to participate in the PSP at the discretion of the Committee.

Awards made to executive directors of the Company will comply with the shareholder approved directors' remuneration policy in effect at that time, particularly as regards the application of individual limits, performance conditions, vesting periods, holding periods and any payouts following leaving.

Timing of awards

Buyout awards to an executive director of the Company may be granted at any time, subject to the relevant directors' remuneration policy. Otherwise, Awards to an executive director of the Company may only be granted within 42 days starting on any of the following:

• a. the day on which the PSP is approved by shareholders;
• b. the business day following the announcement of the Company's results for any period;
• c. any day on which the Committee resolves that exceptional circumstances exist which justify the grant of awards; and
• d. the day dealing restrictions which prevented the granting of awards in the periods specified above are lifted.

Awards to an employee other than an executive director of the Company may be granted at any time.

The above is subject to any applicable dealing restrictions.

No grants will be made more than 10 years following the date on which the PSP is approved by shareholders.

Dilution limits

Commitments to issue and allot new Shares under the PSP may not, on any day, exceed 10% of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years (or could still be allocated) under the PSP and any other employee share plan operated by any member of the Group.

Commitments to issue and allot new Shares under the PSP may not, on any day, exceed 5% of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years (or could still be allocated) under the PSP and any other discretionary employee share plan operated by any member of the Group.

The limits above do not include rights to Shares which have lapsed. The limits above include any Shares transferred out of treasury but only for as long as required by applicable institutional investor guidelines.

Individual limit

Except in relation to a buyout award, awards may only be granted, in respect of any one financial year, with an aggregate market value at each relevant award date of up to 250% of the employee's gross basic annual salary (excluding fixed allowances, bonuses, benefitsin-kind and pensions).

This limit does not count when determining the value of 'oneoff' awards which will not be granted to executive directors and only where the Committee determines there are exceptional circumstances. In which case such awards will be of up to 250% that employee's salary.

Awards to executive directors of the Company may only be granted in accordance with the limits set out in the relevant directors' remuneration policy.

Dividend equivalents

Except for restricted share awards, awards may include an additional right for participants to receive cash or Shares, normally equal in value to any dividends they would have otherwise received on the underlying Shares, had they held the relevant Shares between the award date and the date a nil-cost option is exercised or a contingent share award is vested, as applicable, or, where the award is subject to a holding period, the end of the holding period. In these circumstances, the Committee has the discretion to determine the basis on which this additional amount will be calculated, which may assume the reinvestment of the relevant dividends into Ordinary Shares.

Performance conditions

Awards will be granted subject to one or more performance conditions and any other conditions the Committee determines.

The Committee may change a performance condition or other condition in accordance with its terms or if anything happens which causes it to reasonably consider it appropriate to do so, provided that a changed performance condition will not be materially less or more difficult to satisfy than the original condition was intended to be at the award date.

Holding periods

The Committee may determine at the award date that an award will be subject to a holding period following vesting. An award granted to an executive director of the Company will be subject to a holding period in accordance with the relevant directors' remuneration policy.

Where a holding period applies, any Shares (and, where applicable, cash) subject to an award are subject to restrictions for the duration of the holding period and transfer will only be permitted in limited circumstances, such as to discharge tax and social security withholding obligations.

Vesting, exercise and settlement of awards

Subject to the satisfaction of the performance conditions and any other conditions that apply, awards will normally vest on the later of the date the performance conditions and any other conditions are determined to have been satisfied and the expected vesting date specified by the Committee at the award date. Following vesting, normally, a nil-cost option will become exercisable, a conditional share award will be settled and the legal interest in Shares subject to a restricted share award will be transferred to the participant or their nominee.

Vesting, exercise, and settlement of an award may be delayed in certain circumstances, including in relation to dealing restrictions or where an investigation is ongoing that may lead to the application of the malus and clawback policy.

The Committee may decide to settle an award partly or fully in cash instead of Shares.

Performance of the Group

Where the Committee determines that the amount over which an Award will Vest would not be appropriate in consideration of the performance of the Group and/or the experience of the Company's shareholders, the Committee may in respect of an Award, reduce (including to zero) the extent to which the Award will Vest.

Internationally mobile participants

If a participant moves from one jurisdiction to another or becomes tax resident in a different jurisdiction and, as a result, there may be adverse legal, regulatory or tax consequences in relation to their award, the Committee may adjust those awards as it considers appropriate, including determining that where an adjustment would not be practicable or appropriate, the award will lapse.

Malus and clawback

Awards are subject to the Group's malus and clawback policy, as updated from time to time. Under the policy, the Committee of the Company (or such other appropriate committee) may decide to reduce, cancel or forfeit an award (malus) or recover all or part of the value of an award that has been satisfied (clawback) if certain circumstances occur.

The terms of the malus and clawback policy are summarised in the Company's directors' remuneration policy.

Leavers

Where a participant leaves the Group before an award vests, the award will normally lapse. If a participant leaves by reason of death, ill-health, injury or disability, the participant's employing company ceasing to be a member of the Group, the business or part of business that employs the participant being transferred outside of the Group, or for any other reason at the Committee's discretion, the award will normally:

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• a. continue until the normal time of vesting (with automatic acceleration on death);
• b. vest to the extent the performance conditions and any other conditions are satisfied at that time;
• c. continue to be subject to any applicable holding periods (except on death); and
• d. in the case of a nil-cost option, be exercisable for 12 months from vesting (or death).

The Committee can accelerate the vesting of an award and determine the extent to which any performance condition has been satisfied at such time of vesting, waive some or all of any remaining holding period and/or decide not to pro-rate an award, if it regards it as appropriate to do so in the particular circumstances.

The treatment of awards held by executive directors of the Company on leaving will be in line with the relevant directors' remuneration policy.

Awards will lapse if a participant is summarily dismissed or leaves in circumstances where the participant's employer would have been entitled to summarily dismiss the participant.

A participant will normally be considered to have left the Group when ceasing to be an employee (and ceasing to be a director) of all members of the Group (which, for the purposes of the leaver provisions, includes associated companies.

Post-termination restriction for retiring executive directors of the company

If an executive director of the Company leaves by reason of retirement and is treated as a 'good leaver' at the discretion of the Committee in relation to an award but then becomes employed or engaged as an executive director by another company listed on a recognised stock exchange, the award will normally be reduced (including to nil) where it has not yet been satisfied or subject to clawback it has been satisfied if the participant takes up the other role within 12 months following leaving.

Appendix 5 – the St. James's Place Performance Share Plan (PSP) continued

Company events

In the event of a corporate event such as a general offer, a person becoming bound or entitled to acquire minor shareholdings, scheme of arrangement, statutory reconstruction or winding up, awards will normally vest early. In these circumstances, awards will normally:

• a. vest to the extent the performance conditions and any other conditions are satisfied;
• b. vest subject to a reduction to reflect time-pro rating;
• c. no longer be subject to the holding period; and
• d. in the case of a nil-cost option, be exercisable for one month following the corporate event.

The Committee may decide not to pro-rate an award if it regards it as appropriate to do so in the particular circumstances.

The treatment of awards held by executive directors of the Company on a corporate event will be in line with the relevant directors' remuneration policy.

Alternatively, the Committee may permit or, in the case of an internal reorganisation, require, an Award to be exchanged for rights over the acquiring company or a related company, which is substantially equivalent to the Award that has been exchanged.

Variation in share capital

If there is any alteration of the Shares by way of: (a) a capitalisation or rights issue, sub-division, consolidation or reduction; (b) a demerger of any member of the Group; (c) the payment of a special dividend; or (d) any other variation of the Shares, the Committee may make adjustments to the number of Shares subject to a conditional share award or nil-cost option.

Alternatively, the Committee may determine that, instead of an adjustment, awards will normally vest (and in the case of options be exercisable) as set out in Company events, above.

The treatment of awards held by executive directors of the Company on a variation in share capital will be in line with the relevant directors' remuneration policy.

Amendments

The Committee may change the PSP in any way at any time but the prior approval of shareholders by ordinary resolution will be required for any proposed change that is to the advantage of present or future participants and which relates to:

• a. the persons who may receive Shares or cash under the PSP;
• b. the total number or amount of Shares or cash which may be delivered or paid under the PSP;
• c. the maximum entitlement for any participant;
• d. the basis for determining a participant's entitlement to, and the terms of, Shares or cash provided under the PSP;
• e. the rights of a participant in the event of a capitalisation or rights issue, open offer, sub-division or consolidation of shares, reduction of capital or any other variation of capital of the Company; and
• f. the provision in the PSP requiring shareholder approval for amendments.

Normally, no change to the PSP or the terms of awards may be made to the material disadvantage of one or more participants in respect of existing rights under the PSP without the written consent of the affected participant(s).

Shareholder and/or participant approval is not needed for minor changes to the PSP which are to benefit the administration of the PSP, to comply with or take account of a change in legislation and/or to obtain or maintain favourable tax, exchange control or regulatory treatment of any member of the Group or any present or future participant.

Further plans or schedules based on the PSP may be established, but modified to take account of any local tax, exchange control or securities laws in other jurisdictions, provided that any awards made under such plans or schedules are subject to the individual and plan limits set out in the PSP.

Miscellaneous

Benefits under the PSP are not pensionable.

This summary does not form part of the rules of the PSP and should not be taken as affecting the interpretation of the detailed terms and conditions of the PSP. The Board reserves the right to amend or add to the rules of the PSP up until the time of the annual general meeting, provided that such amendments or additions do not conflict in any material respect with this summary.

Appendix 6 – the St. James's Place Deferred Bonus Plan (the DBP)

General

The DBP is a non-tax advantaged plan which provides for the grant of deferred awards which comprise share based or cash based rights.

Administration

The Board will adopt the DBP, subject to shareholder approval. The operation of the DBP will be overseen by the Company's remuneration committee, or such other committee to which the Board delegate responsibility for overseeing the operation of the DBP (the Committee). Decisions of the Board are final and binding in all respects.

No payment is required for the grant of an award. Awards cannot be transferred, except on death.

Awards may be settled using Shares purchased in the market, treasury Shares or new issue Shares.

Form of awards

Awards will usually be granted in the form of up front awards of restricted shares (Restricted Shares), held on behalf of the participant.

Awards may also comprise a cash based sum determined by reference to a number of notional shares (Cash Awards and together, Deferred Awards).

Eligibility

Any employee or former employee of any member of the Group including any executive director of the Company, who has participated in the Company's annual cash bonus plan (or a cash bonus plan operated by any member of the Group) for the preceding financial year is eligible to participate in the Plan, at the discretion of the Committee.

Operation

An employee who participates in the DBP will receive a Deferred Award following calculation of their annual bonus outcome for the relevant financial year, determined in accordance with the applicable performance metrics for that bonus plan.

Deferred Awards granted to an executive director of the Company will comply with the shareholder approved directors' remuneration policy in effect at that time, particularly as regards the application of individual limits, vesting periods, holding periods and any payouts following leaving.

Award values

Eligible employees invited to participate in the DBP will be required to agree to defer a percentage of their annual bonus and will be granted a Deferred Award over a number of Shares with a market value at the time of the award equivalent to the amount of deferred bonus.

The aggregate market value of Deferred Awards allocated to an employee in respect of a financial year will not exceed 150 % of the employee's salary for that year.

No payment is required for the grant of a Deferred Award.

Deferral period

A Deferred Award will vest at the end of a restricted period determined by the Committee which, in the case of an award granted to an executive director, will not be less than 3 years (or such other period required by the prevailing directors' remuneration policy as approved by shareholders).

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The Committee may determine other restricted periods in relation to Deferred Awards granted to employees who are not executive directors.

Timing of awards

Deferred Awards made to an executive director of the Company may only be made within 42 days starting on any of the following:

• a. the day the DBP is approved by shareholders;
• b. the business day following the announcement of the Company's results for any period;
• c. any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Deferred Awards; and
• d. the day dealing restrictions which prevented the granting of Deferred Awards in the periods specified above are lifted.

Deferred Awards made to participants other than executive directors of the Company may be granted at any time, subject to Dealing Restrictions.

Dilution limits

Commitments to issue new Shares may not, on any day, exceed 10% of the issued share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the DBP and any other employee share plan operated by any member of the Group.

Commitments to issue new Shares may not, on any day, exceed 5% of the issued share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the DBP and any other discretionary employee share plan operated by any member of the Group.

The limits above do not include rights to Shares which have lapsed or been surrendered or forfeited. The limits above include any Shares transferred out of treasury but only for as long as required by applicable institutional investor guidelines.

Dividends

Participants holding Deferred Awards in the form of Restricted Shares will be entitled to dividends in the same way as other shareholders.

Deferred Awards in the form of a Cash Award may include the right for participants to receive an additional benefit in cash or shares equal in value to any dividends that they would have received on vested shares between the award date and the date of vesting. The Committee may determine that such value is determined on such reinvestment basis as it considers fit.

Appendix 6 – the St. James's Place Deferred Bonus Plan (the DBP) continued

Holding periods

The Committee may determine at the award date that a Deferred Award will be subject to a holding period following vesting. A Deferred Award granted to an executive director of the Company will be subject to a holding period in accordance with the relevant directors' remuneration policy.

Where a holding period applies, any Shares (and, where applicable, cash) subject to a Deferred Award are subject to restrictions for the duration of the holding period and transfer will only be permitted in limited circumstances, such as to discharge tax and social security withholding obligations.

Vesting and settlement of awards

A Deferred Award will normally vest following the end of the restricted period.

Following vesting, a Cash Award will be settled and the legal interest in Shares subject to a Restricted Shares will be transferred to the participant or their nominee.

Vesting and settlement of a Deferred Award may be delayed in certain circumstances, including in relation to dealing restrictions or where an investigation is ongoing that may lead to the application of the malus and clawback policy.

Internationally mobile participants

If a participant moves from one jurisdiction to another or becomes tax resident in a different jurisdiction and, as a result, there may be adverse legal, regulatory or tax consequences in relation to their Deferred Award, the Committee may adjust those awards as it considers appropriate, including determining that where an adjustment would not be practicable or appropriate, the Deferred Award will lapse.

Malus and clawback

Deferred Awards are subject to the Group's malus and clawback policy, as updated from time to time. Under the policy, the Committee of the Company (or such other appropriate committee) may decide to reduce, cancel or forfeit a Deferred Award (malus) or recover all or part of the value of a Deferred Award that has been satisfied (clawback) if certain circumstances occur.

The terms of the malus and clawback policy are summarised in the Company's directors' remuneration policy.

Leavers

Where a participant leaves the Group before a Deferred Award vests, the Deferred Award will normally lapse.

If a participant leaves by reason of death, ill-health, injury or disability, the sale of the participant's employing business, or company, or for any other reason at the Committee's discretion (a 'Good Leaver), the award will not lapse. The Committee can accelerate the vesting of a Deferred Award and waive some or all of any remaining holding period, if it regards it as appropriate to do so in the particular circumstances.

The treatment of Deferred Awards held by executive directors of the Company on leaving will be in line with the relevant directors' remuneration policy.

Deferred Awards will lapse (and in the case of Restricted Shares become forfeited) if a participant is summarily dismissed or leaves in circumstances where the participant's employer would have been entitled to summarily dismiss the participant.

A participant will normally be considered to have left the Group when ceasing to be an employee (and ceasing to be a director) of all members of the Group (which, for the purposes of the leaver provisions, includes associated companies).

Post-termination restriction for retiring executive directors of the company

If an executive director of the Company leaves by reason of retirement and is treated as a 'good leaver' at the discretion of the Committee in relation to a Deferred Award but then becomes employed or engaged as an executive director by another company listed on a recognised stock exchange, the Deferred Award may be reduced (including to nil) where it has not yet been satisfied or subject to clawback it has been satisfied, if the participant takes up the other role within 12 months following leaving.

Corporate events

On a change of control event listed in the PSP (see appendix 5 above), all Deferred Shares forming a Deferred Award will vest and any holding period will cease to apply.

Alternatively, the Committee may permit or, in the case of an internal reorganisation, require a Deferred Award to be exchanged for an equivalent award which relates to shares in a different company.

The treatment of Deferred Awards held by executive directors of the Company on a corporate event will be in line with the relevant directors' remuneration policy.

Variation in share capital

If there is any alteration of the Shares by way of: (a) a capitalisation or rights issue, sub-division, consolidation or reduction; (b) a demerger of any member of the Group; (c) the payment of a special dividend; or (d) any other variation of the Shares, the Committee may make adjustments to the number of Shares subject to a Deferred Award.

Alternatively, the Committee may determine that, instead of an adjustment, a Deferred Award will vest or be exchanged for an equivalent award which relates to shares in a different company.

The treatment of Deferred Awards held by executive directors of the Company on a variation in share capital will be in line with the relevant directors' remuneration policy.

Amendments

The Committee may change the DBP in any way at any time but the prior approval of shareholders by ordinary resolution will be required for any proposed change that is to the advantage of present or future participants and which relates to:

• a. the persons who may participate in the DBP;
• b. the dilution and individual limits;
• c. the maximum entitlement for any participant;
• d. the basis for determining a participant's entitlement to, and the terms of, Shares or cash provided under the DBP;
• e. the rights of a participant in the event of a capitalisation or rights issue, open offer, sub-division or consolidation of shares, reduction of capital or any other variation of capital of the Company; and
• f. the provision in the DBP requiring shareholder approval for amendments.

Normally, no change to the DBP or the terms of Deferred Awards may be made to the material disadvantage of one or more participants in respect of subsisting rights without the written consent of the affected participant(s).

Shareholder and/or participant approval is not needed for minor changes to benefit the administration of the DBP, to comply with or take account of a change in legislation and/or to obtain or maintain favourable tax, exchange control or regulatory treatment for any member of the Group or any present or future participant.

Further plans or schedules based on the DBP may be established, but modified to take account of local tax, exchange control or securities laws in other jurisdictions, provided any Deferred Awards made under them count towards the individual and plan limits.

The Plan will terminate on the tenth anniversary of its approval by shareholders at the Annual General Meeting or at any earlier time by the passing of a resolution by the Board. Existing Deferred Awards will not be affected by the termination.

Miscellaneous

Benefits under the DBP are not pensionable.

This summary does not form part of the rules of the DBP and should not be taken as affecting the interpretation of the detailed terms and conditions of the DBP. The Board reserves the right to amend or add to the rules of the DBP up until the time of the annual general meeting, provided that such amendments or additions do not conflict in any material respect with this summary.

Appendix 7 – Summary of the principal proposed changes to Existing Articles

The Company's existing Articles of Association were last amended on 4 May 2017 (the Existing Articles). It is proposed in Resolution 26 of the Notice of Annual General Meeting to adopt the New Articles. In adopting the New Articles, the opportunity has been taken to update the Existing Articles to reflect changes to the developments in market and industry practice since the Existing Articles were adopted, to provide additional flexibility and to clarify certain aspects of the operation of the Existing Articles. The substantive changes being proposed in the New Articles are summarised below.

A copy of the New Articles and a copy of the Existing Articles marked up to show all proposed changes are available for inspection, as set out in the explanatory note in respect of Resolution 26 in the Notice of Annual General Meeting.

Save as for otherwise stated, all clause references below relate to clause references in the New Articles.

Directors' power to allot

The Existing Articles contain provisions authorising the Directors to allot shares under certain circumstances in accordance with Section 551 of the Companies Act 2006 and to disapply certain shareholder pre-emption rights under section 561 of the Companies Act 2006 (Article 8).

In order to follow good practice in accordance with the Preemption Group's March 2015 Statement of Principles and general investor guidance, and to offer flexibility in the event that investor best practice requirements continue to change, the New Articles remove the existing authority to allot and disapplication provisions (retaining only a residual authority to allot which will be subject to the Statues (as defined in the Existing Articles) and any resolution of the Company in a general meeting (Article 8)).

Restrictions on US persons

The Existing Articles restrict the number of US Persons who may beneficially own issued shares in the Company to 70, in connection with certain US legal requirements, and set out certain steps the Directors may take if the number of US Persons who would cause the aggregate number of beneficial owners of issued shares in the Company exceeds 70. This restriction was initially put in place to comply with an exemption from the US Investment Company Act of 1940 to which the Company would otherwise be subject. This restriction is no longer necessary as the Company now relies on an alternative exemption which does not require such restrictions. Therefore, the New Articles are proposing to remove this restriction (Existing Article 37) in its entirety.

Untraced shareholders

The Existing Articles contain provisions relating to members who are considered untraced after a period of 12 years and certain steps the Company must undertake in relation to untraceable shareholders.

It is proposed that the New Articles will provide the Company with additional flexibility in relation to trying to locate any such untraced members or persons entitled to any share. They replace the Existing Article's requirement for the Company to use reasonable efforts to trace the member with a requirement for the Company to make reasonable enquiries to establish the address of the member or person entitled to any share (Article 44.1(c)).

Under the New Article 44.5, where shares are sold following the tracing process, the Company shall account to the relevant member or other person entitled to the share for the net proceeds of such sale by carrying all monies relating to such sale to a separate account (Article 44.5). The Company shall be deemed to be a debtor to such member or other person in respect of such monies. It is proposed in the New Articles that monies carried to such account may be employed in the business of the Company or invested in such investments as the Directors think fit (Article 44.5).

Adjournment and amendments to resolutions

Under the Existing Articles, amendments to ordinary resolutions may only be proposed and ruled admissible by the chair of the meeting for consideration and voting on in certain circumstances, but there is no express time limit on when amendments for ordinary resolutions may be proposed. To ensure the good order of general meetings and in line with market practice, the New Articles allow amendments to ordinary resolutions to be considered or voted upon if notice of the amendment has been provided at least 48 hours before the meeting or adjourned meeting of the relevant ordinary resolution or if the chair decides that an amendment may be considered and voted upon (Article 53.3).

General meetings – procedure

The Existing Articles permit the Company to hold general meetings at one place, at a principal place plus one or more satellite places, or in 'hybrid' form (meaning at one or more physical places plus with facilities allowing members to be present and to vote electronically).

In light of the impact of COVID-19 on general meetings of traded companies generally, the Directors have reviewed the Existing Articles and consider it prudent to update them to clarify certain procedural matters relating to general meetings. These include: (a) clarifying the basis on which electronic attendance can be proposed and established in any hybrid meeting (articles 2, 46.3, 48.2 and 55 generally), including security arrangements associated with electronic attendance (article 54.2); (b) making consequential clarifications relating to moving, postponing or adjourning meetings (article 49 and 55.4), including relating to the chair's power to adjourn meetings (article 53.1); and (c) making it clear that the Directors can make arrangements to secure the health of participants at meetings (article 54.3).

The New Articles also now expressly permit the Directors to make other arrangements for viewing and hearing proceedings from a venue anywhere in the world (other than a satellite meeting place) without attendees at these venues being formally present (or entitled to vote) at the meeting (articles 55.5 and 55.6).

The New Articles do not empower the Directors to convene a 'virtual meeting' (a meeting at which all of those who are present join electronically, with no physical place of meeting). Given recent events and market debate, we will keep this position under review and may consider proposing including such a power in future amendments.

Directors' fees

The Existing Articles limit the ordinary remuneration of non-executive directors to £500,000. Given the increasing size of the board and the development of the Company's business in recent years (and in line with comparators in the market) it is considered it would be prudent to allow for additional headroom in this amount. The New Articles therefore propose that the ordinary remuneration of non-executive directors shall not exceed £800,000 (Article 75).

President

The Company allows the Directors to elect from time to time a President or Presidents of the Company, who need not be a Director. The Existing Articles grant non-director Presidents of the Company unconditional entitlement to receive notice of and attend and speak at all meetings of the board of Directors. The New Articles propose to remove this unconditional entitlement (Article 107).

Other

A range of minor and technical amendments have also been made to the Existing Articles to modernise the language, remove reference to out-dated concepts and provide clarity.

ST. JAMES'S PLACE PLC

St. James's Place House 1 Tetbury Road Cirencester Gloucestershire GL7 1FP T: 01285 640302

www.sjp.co.uk