St. James's Place PLC — AGM Information 2020

May 7, 2020

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

SPECIAL BUSINESS

Of

ST. JAMES'S PLACE PLC

Passed at the Annual General Meeting on 7 May 2020

At the ANNUAL GENERAL MEETING of the above Company duly convened and held at 30 Lombard Street, London EC3V 9BQ on Thursday, 7 May 2020, the following Special Business was considered and duly passed. Resolutions 17, 18, 19, 20, 21, and 22 were passed as Ordinary Resolutions and Resolutions 23, 24, 25, and 26 were passed as Special Resolutions of the Company.

Resolution 17

Authority to Allot Shares

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

St. James's Place Share Incentive Plan

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 the AGM 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

St. James's Place Sharesave Option Plan

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 the AGM 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

St. James's Place Company Share Option Plan

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 the AGM 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

St. James's Place Performance Share Plan

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 the AGM 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

St. James's Place Deferred Bonus Plan

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 the AGM 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.

Resolution 23

Disapplication of Pre-Emption Rights

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 restrictionsand 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.

Resolution 24

Purchase of Own Shares

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

General Meetings

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

Resolution 26

Articles of Association

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