St. James's Place PLC — AGM Information 2025

Mar 24, 2025

Notice of AGM

Notice of Annual General Meeting to be held on 13 May 2025

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.

St. James's Place plc St. James's Place House 1 Tetbury Road, Cirencester Gloucestershire, GL7 1FP T: 01285 640302 W: sjp.co.uk 24 March 2025

Dear Shareholder

Annual General Meeting 2025

The Annual General Meeting (the AGM) of St. James's Place plc (the Company) will be held at 10:00am on Tuesday 13 May 2025 at Woburn House, 20-24 Tavistock Square, London, WC1H 9HQ.

The Notice of AGM (the Notice), which follows this letter, sets out the business to be considered at the meeting. The Board recognises the importance and value on engaging directly with shareholders, and we are pleased that we can offer shareholders the opportunity to join us in person at this year's AGM. Shareholders are encouraged to attend the meeting to share their views directly with the Board before voting on the resolutions put to the meeting. The Board remains keen to avoid unnecessary costs where it does not provide a clear benefit to shareholders, and therefore the 2025 AGM will remain as an in-person only event. You can find details of how to get to Woburn House in Appendix 2.

Submitting questions

We believe that interaction with our shareholders forms a fundamental part of our corporate responsibility. If you are unable to attend the AGM but would like to ask a question relating to the business of the meeting, or would like to follow up on any answers given to a question at the meeting, please send your question by email to shareholders@sjp.co.uk and we will endeavour to provide you with a response as soon as possible. Please see Explanatory Note 11 on page 9 for further information.

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 considered. The results of the votes will be announced to the London Stock Exchange (LSE) through the Regulatory News Service (RNS) and published on the Company's website as soon as possible following the conclusion of the AGM.

If you cannot attend the meeting, I encourage you to exercise your right to vote at the AGM on your behalf in accordance with your wishes. Submitting a form of proxy will ensure that your vote is recorded. You can do this online or by submitting your proxy form by post. Please follow the instructions as set out on your proxy card enclosed. Your completed form of proxy must be received by the Company's Registrar (Computershare) no later than 10:00am on Friday 9 May 2025. Further information on the appointment of proxies is contained in the Explanatory Notes 4 and 5 on page 8.

Directors' re-election and election

As previously announced, Caroline Waddington was appointed to the Board as Chief Financial Officer on 16 September 2024. Rooney Anand was appointed to the Board as Non-executive Director with effect from 1 January 2025 (as announced to the LSE on 10 December 2024). Both Caroline and Rooney will be standing for election at this year's AGM (resolutions 10 and 11), in line with the UK Corporate Governance Code and our Articles of Association.

Lesley-Ann Nash and Emma Griffin will be standing down as Non-executive Directors after the AGM, and all other Directors will be standing for re-election (resolutions 5 – 9). Biographical details (as at the date of this letter) of Caroline, Rooney and each Director seeking re-election can be found in Appendix 1.

Dividend

The Board is recommending a final dividend of 12.00 pence per share for approval at the AGM, resulting in a total dividend for 2024 of 18.00 pence per share, including an interim dividend of 6.00 pence per share which was paid on 20 September 2024. If approved, the final dividend will be paid to shareholders on the register of members at the close of business on 11 April 2025. Resolution 2 seeks shareholder approval of the final dividend.

Share buy-back programme

During 2024 the Company introduced a share buy-back programme, in order to re-purchase its ordinary shares as a method of returning capital to shareholders alongside the payment of dividends and to reduce the capital of the Company. Between 27 August and 16 September 2024 the Company undertook an interim share buy-back programme and purchased 4,590,083 ordinary shares on the LSE for a total consideration of £32.9 million. This was equivalent to approximately 0.84% of the total value of outstanding shares. The Company cancelled all purchased shares. In addition, under the authority granted by shareholders at the 2024 AGM, the Directors have resolved to undertake a final share buy-back programme with respect to 2024, committing to purchase shares up to a maximum value of £92.6 million. This share buy-back programme commenced on 28 February 2025. The Board intends to carry out a similar buy-back programme during 2025 if authority is granted at this year's AGM, as proposed by Resolution 17.

Directors' Remuneration Policy

The Directors' Remuneration Policy (the Policy) was last approved at the 2023 AGM and a full review will take place during 2025 for submission to shareholders at the 2026 AGM. However, two changes to the Policy are proposed this year, which the Group Remuneration Committee believe are necessary to ensure that the Directors remain fully motivated to deliver the continued growth of the business over the next three years. The changes will also bring the Policy into line with latest Investment Association guidance. The Board and the Group Remuneration Committee believe that the Policy aligns with the Company's strategy and culture, provides a package that is motivational but not more than is necessary, and reflects shareholder commentary. Resolution 3 proposes the approval of the Policy which can be found on pages 117 to 126 of the 2024 Annual Report and Accounts.

Recommendation

The Board considers that all Resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole, and recommends unanimously that you vote in favour of them. The Directors intend to vote in favour of all the resolutions in respect of their own holdings. The Board and I look forward to engaging with shareholders at the forthcoming AGM.

Yours faithfully

Paul Manduca

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 (the AGM) of St. James's Place plc (the Company) will be held on Tuesday 13 May 2025 at 10:00am at Woburn House, 20-24 Tavistock Square, London, WC1H 9HQ, to conduct the business set out in the resolutions below.

Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 15 to 19 (inclusive) are proposed as special resolutions. For each of these to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Explanatory notes to the resolutions are set out from page 5 of this Notice.

Ordinary resolutions

The following resolutions are proposed as ordinary resolutions.

Resolution 1: Report and Accounts

THAT the Company's annual accounts and reports of the Directors and of the auditor for the year ended 31 December 2024 be received.

Resolution 2: Dividend

THAT a final dividend of 12.00 pence per ordinary share in respect of the financial year ended 31 December 2024, payable on 23 May 2025 to ordinary shareholders whose names appear on the register of members at the close of business on 11 April 2025 be declared.

Resolution 3: Director's Remuneration Policy

THAT the Directors' Remuneration Policy set out on in the Directors' Remuneration Report for the year ended 31 December 2024, as set out on pages 117 to 126 of the 2024 Annual Report and Accounts, now laid before the meeting, be approved.

Resolution 4: Director's Remuneration Report

THAT the Directors' Remuneration Report (other than the part containing the Director's Remuneration Policy) for the year ended 31 December 2024, as set out on pages 91 to 116 of the Annual Report and Accounts for the year ended 31 December 2024, be approved.

Election and re-election of Directors:

Resolution 5

THAT Mark FitzPatrick be re-elected as a Director of the Company.

Resolution 6

THAT Simon Fraser be re-elected as a Director of the Company.

Resolution 7

THAT Rosemary Hilary be re-elected as a Director of the Company.

Resolution 8

THAT John Hitchins be re-elected as a Director of the Company.

Resolution 9

THAT Paul Manduca be re-elected as a Director of the Company.

Resolution 10

THAT Caroline Waddington be elected as a Director of the Company.

Resolution 11

THAT Rooney Anand be elected as a Director of the Company.

Resolution 12: Re-appointment of the auditor

THAT PricewaterhouseCoopers LLP be re-appointed as the auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Resolution 13: Auditor's remuneration

THAT the Group Audit Committee be authorised to set the remuneration of the Company's auditor.

Notice of Annual General Meeting continued

Resolution 14: Director's authority to allot shares

THAT the Directors be generally and unconditionally authorised pursuant to, and in accordance with, section 551 of the Companies Act 2006 (the Act) to:

• (i) allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company
  • a) up to an aggregate nominal amount of £27,193,509; and
  • b) comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £54,387,019 (including within such limit the nominal value of any shares allotted in respect of which rights are granted under paragraph (a)) in connection with an offer:
    • 1) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
    • 2) to people who are holders of 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 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 2026); 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;

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

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.

Special resolutions

The following resolutions are proposed as special resolutions.

Resolution 15: Limited disapplication of pre-emption rights

THAT, subject to the passing of resolution 14 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 Act) for cash, pursuant to the authority conferred by resolution 14 as if section 561(1) of the Act 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 2026). However, the Company may make an offer or agreement which would or might require equity securities to be allotted after the 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
• 2) 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) in the case of an authority given under resolution 14(i)(a), the allotment of equity securities for cash otherwise than pursuant to paragraph (ii)(a) and paragraph (ii)(c) of this resolution up to an aggregate nominal amount of £8,158,052 and;
• c) when any allotment of equity securities is or has been made pursuant to paragraph (ii)(b) (a paragraph (ii)(b) allotment), the allotment of additional equity securities (also pursuant to the authority given under resolution 14) up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (ii)(b) allotment, provided that any allotment pursuant to this paragraph (ii)(c) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the meeting; and
• (iii)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 Act as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by resolution 14' were omitted.

Notice of Annual General Meeting continued

Resolution 16: Further disapplication of pre-emption rights

THAT, subject to the passing of resolution 15 and in addition to any power given to them pursuant to resolution 15, 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 Act) for cash, pursuant to the authority given by resolution 14, as if section 561(1) of the Act 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 2026). However, 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) in the case of the authority given under resolution 14(i)(a), shall be limited to:
  • a) the allotment of equity securities (otherwise than pursuant to paragraph (ii)(b)) up to an aggregate nominal amount of £8,158,052, provided that the allotment is for the purposes of financing (or refinancing, if the power is used within twelve months of the original transaction) a transaction which the directors determine to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the meeting; and
• b) when any allotment of equity securities is or has been made pursuant to paragraph (ii)(a) (a paragraph (ii)(a) allotment), the allotment of equity securities up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (ii)(a) allotment, provided that any allotment pursuant to this paragraph (ii)(b) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the meeting; and
• (iii) applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words 'pursuant to the authority given by resolution 14' were omitted.

Resolution 17: Authority to purchase ordinary 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 15 pence each in the capital of the Company provided that:

• (i) the maximum aggregate number of ordinary shares authorised to be acquired is 54,387,019;
• (ii) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 15 pence;
• (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 2026; 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 18: Notice period for general meetings

THAT, pursuant to section 307 of the Companies Act 2006, the Board be authorised to call general meetings of the Company, other than an annual general meeting, on not less than 14 clear days' notice, such authority to expire at the conclusion of the next annual general meeting of the Company unless such authority is renewed at a general meeting of the Company before then.

Resolution 19: Adoption of new Articles of Association (New Articles)

THAT, with effect from the end of the meeting, the Articles of Association produced to the meeting and initialled for the purpose of identification by the Chair of the meeting be adopted as the Articles of Association for the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association (Existing Articles).

By Order of the Board

Jonathan Dale

Company Secretary

St. James's Place plc

24 March 2025

Registered Office:

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

Explanatory notes to the resolutions

Resolution 1: Report and Accounts

The Directors are required to present the Company's accounts and the reports of the Directors and of the auditor for the year ended 31 December 2024 at the AGM.

Resolution 2: Dividend

Shareholders are being asked to approve a final dividend, as recommended by the Directors, of 12.00 pence per ordinary share for the financial year ended 31 December 2024 to be paid on 23 May 2025, to shareholders whose names appear on the register of members as at the close of business on 11 April 2025.

An interim dividend for 2024 of 6.00 pence per ordinary share was paid on 20 September 2024, making a total dividend of 18.00 pence per ordinary share in respect of the financial year ended 31 December 2024.

Resolution 3: Directors' Remuneration Policy

Shareholders are asked to approve the 2025 Directors' Remuneration Policy (the Policy), which is set out on pages 117 to 126 of the Annual Report and Accounts for the year ending 31 December 2024 and explains the Company's forward-looking policy on Directors' remuneration. If approved, the Policy will take effect immediately following the conclusion of the AGM.

Two amendments are being proposed to the Policy:

• 1) permit to the granting of restricted shares under the Company's Restricted Share Plan (RSPs) to Executive Directors as part of a balanced reward package without increasing the quantum of remuneration; and
• 2) bring the annual bonus deferral policy into line with the latest Investment Association's Guidance.

The vote on the Policy is binding on the Company. If this resolution is passed, the Policy will apply to all remuneration payments made to the Directors effective from the date of this AGM until a new policy is approved at the 2026 AGM, except in the event that a change of policy is proposed or the advisory vote on the Directors' Remuneration Report is not passed in any year subsequent to the approval of the Policy. The Policy will replace the existing directors' remuneration policy that was approved by shareholders in May 2023.

The Policy has been developed taking account of the requirements of the UK Corporate Governance Code and the views of our major shareholders. A summary of the proposed changes are set out on page 118 of the Annual Report and Accounts for the year ending 31 December 2024.

Resolution 4: Directors' Remuneration Report

The Board is required to propose a resolution to ask shareholders to approve by ordinary resolution the Directors' Remuneration Report, which is set out on pages 91 to 116 of the 2024 Annual Report and 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). The vote in respect of this resolution is advisory and the Directors' entitlement to receive remuneration is not conditional upon it.

Resolutions 5 to 11: Election and re-election of Directors

In accordance with the provisions of UK Corporate Governance Code (the Code) and Articles 82 and 83 of the Company's Articles of Association, all the serving Directors at the time of the AGM will retire and submit themselves for re-election by shareholders, except for Lesley-Ann Nash and Emma Griffin who will retire after the AGM, and Caroline Waddington and Rooney Anand, both of whom will stand for election for the first time.

Biographical details of all Directors seeking election or re-election, including a summary of skills, experience and contribution of each Director which in the Board's view demonstrates why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success, can be found in Appendix 1.

Caroline Waddington (who was appointed to the Board on 16 September 2024) will retire and submit herself for election at the AGM in accordance with the Code and Articles 86 and 87 of the Company's Articles of Association. Caroline's biographical details can also be found in Appendix 1. She brings to the Board a wide range of experience, including significant financial services exposure. The Board believe her experience and track record will be a great asset to the Board and the Group and therefore recommend her election.

Rooney Anand (who was appointed to the Board on 1 January 2025) will also retire and submit himself for election at the AGM in accordance with the Code and the Company's Articles of Association. Rooney's biographical details can be found in Appendix 1 alongside the other Directors. He brings to the Board a strong background in consumer experience, and the Board believe his commercial and financial experience will be an asset to the Board and Group. The Board also recommends Rooney's election.

In recommending Directors for election and re-election, the Nomination and Governance Committee have considered their performance, contribution and the independence of each Director as part of the board effectiveness review, taking into consideration individual skills, experience and any conflicts of interest. The Board is satisfied that the performance of each Director seeking election or re-election continues to be effective and demonstrates commitment to the role and as such recommends their election or re-election. In reaching its recommendations the Board also considered both the individual skills and experience brought by each Director 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 67 to 69 of the 2024 Annual Report and Accounts.

Explanatory notes to the resolutions continued

Resolution 12: Re-appointment of the auditor

The Board, on the recommendation of the Group Audit Committee, proposes the re-appointment of PricewaterhouseCoopers LLP as auditor of the Company until the conclusion of the next general meeting at which accounts are laid before the Company. The Group Audit Committee oversees the relationship with the external auditor and considers its terms of engagement, independence and objectivity, concluding that it was satisfied with the performance of PricewaterhouseCoopers LLP. Further details of the Group Audit Committee's 2024 annual review of the external auditor can be found on pages 81 to 82 of the 2024 Annual Report and Accounts.

Resolution 13: Auditor's remuneration

In accordance with standard practice, this resolution authorises the Group Audit Committee to determine the remuneration of the auditor of the Company.

Resolution 14: Authority to allot shares

This resolution will be proposed as an ordinary resolution. 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. This authority conferred on the Directors at last year's annual general meeting expires on the date of the AGM. This resolution renews the Directors authority in line with market practice.

Paragraph (i)(a) of the resolution authorises the Directors to 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 £27,193,509, which represents approximately 33 per cent of the total issued ordinary share capital as of 10 March 2025 (the latest practicable date before the publication of this Notice).

Paragraph (i)(b) of the resolution authorises the Directors to allot shares, and grant rights to subscribe for, or convert any security into, shares, up to an aggregate nominal amount of £54,387,019 (less any shares allotted pursuant to paragraph (i)(a)) in connection with a preemptive offer to existing shareholders (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the offer cannot be made due to legal and practical problems). This is in accordance with the latest guidelines published by the Investment Association.

If the resolution is passed, the authority will expire at the conclusion of the annual general meeting in 2026 or, if earlier, the close of business on 30 June 2026. The Directors have no present intention of exercising this authority but consider it prudent to maintain the flexibility that this authority provides.

As at 10 March 2025 being the last practicable date prior to the publication of this Notice, the Company does not hold any treasury shares.

Resolutions 15 and 16: Disapplication of pre-emption rights

These resolutions will be proposed as special resolutions.

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.

In 2022, the Pre-Emption Group (PEG) published its new Statement of Principles on Disapplying Pre-Emption Rights ('2022 Statement of Principles') which allow the authority for an issue of shares otherwise than in connection with a pre-emptive offer to be increased from 10% to 20% of a company's issued ordinary share capital, provided that the company confirms that it intends to use the additional 10% authority only in connection with an acquisition or specified capital investment. For each limb, companies are also able to seek further authority to disapply pre-emption rights for up to an additional 2% to be used only for a 'follow-on offer' after a placing. Having considered the 2022 Statement of Principles and emerging market practice, the Board proposes to continue adhering to the 2022 Statement of Principles this year.

Whilst the Directors have no present intention of exercising these authorities, the Directors wish to ensure that they have the flexibility to take advantage of these authorities, if required.

Resolutions 15 and 16 have been drafted in line with template resolutions published by the Pre-Emption Group in November 2022 and ask shareholders to grant this limited waiver.

Resolution 15 contains a three-part waiver. The first part is limited to the allotment of shares for cash on a pre-emptive basis 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. The second part is limited to the allotment of shares for cash up to an aggregate nominal value of £8,158,052 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately 10% of the Company's issued ordinary share capital as at 10 March 2025 (the latest practicable date before the publication of this notice). The third part applies to the allotment of shares for cash for the purposes of a follow-on offer when an allotment of shares has been made under the second waiver. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under the second waiver. The follow-on offer must be determined by the Directors to be of a kind contemplated by the 2022 Statement of Principles. The Directors confirm that they will follow the shareholder protections in section 2B, and the expected features of a follow-on offer in paragraph 3 of section 2B, of the 2022 Statement of Principles.

Resolution 16 grants a waiver in addition to the waiver granted by Resolution 15 and has two parts.

Explanatory notes to the resolutions continued

The first part is limited to the allotment of shares for cash up to an aggregate nominal value of £8,158,052 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents a further 10% (approximately) of the Company's issued ordinary share capital as at 10 March 2025 (the latest practicable date before the publication of this notice). The first part of the waiver may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the 2022 Statement of Principles.

The second part of the waiver applies to the allotment of shares for cash for the purposes of a follow-on offer when an allotment of shares has been made under the first part of the waiver. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under the first waiver. The follow-on offer must be determined by the Directors to be of a kind contemplated by the 2022 Statement of Principles. The Directors confirm that they will follow the shareholder protections in section 2B, and the expected features of a follow-on offer in paragraph 3 of section 2B, of the 2022 Statement of Principles.

If these resolutions are passed, the waivers will expire at the conclusion of the Annual General Meeting in 2026 or, if earlier, the close of business on 30 June 2026.

Resolution 17: Authority to purchase ordinary shares

This resolution will be proposed as a special resolution. This resolution renews the Directors' authority to purchase up to 54,387,019 ordinary shares in the share capital of the Company, which represents just under 10 per cent of the ordinary shares in issue as of 10 March 2025, being the last practicable date prior to the publication of this Notice. The Directors will only exercise this authority subject to the upper and lower limits on the price payable set out in this resolution.

Any shares purchased by the Company can be held as treasury shares and be resold for cash or they can be cancelled, either immediately or in the future; or they can be used for the purposes of its employee share schemes.

In certain circumstances, it may be advantageous for the Company to purchase its own shares. As announced on 27 February 2025, the Company has repurchased shares in order to return value to shareholders in addition to distributions. In the event the Directors do approve a share repurchase programme, the Company 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
• the overall benefit for shareholders.

As of 10 March 2025, 15,011,296 options or awards to subscribe for shares issued by the Company were outstanding. This represents 2.76 per cent of the issued share capital at that date. If the Company was to purchase the maximum number of shares permitted under this resolution 17, then the total number of options or awards would represent 3.07 per cent of the total issued ordinary share capital. The Company has no warrants in relation to its shares.

Resolution 18: Notice period for general meetings

This resolution will be proposed as a special resolution. Under the Companies Act 2006, listed companies must give at least 21 clear days' notice to call general meetings (other than an annual general meeting) unless the following two requirements are satisfied:

• the Company has obtained shareholder approval for the holding of general meetings on 14 clear days' notice by passing an appropriate resolution at its most recent annual general meeting
• the Company offers the facility for shareholders to vote by electronic means which are accessible to all shareholders.

In line with the resolution passed at the Annual General Meeting in 2024, the Directors believe it is in the best interests of 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 such 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 2026, when it is expected a similar resolution will be proposed.

Resolution 19: Adoption of new Articles of Association

This resolution will be proposed as a special resolution. Resolution 19 proposes the adoption of the New Articles of Association (the New Articles) in place of the Company's existing Articles of Association (the Existing Articles) with effect from the conclusion of the AGM. The changes being introduced in the New Articles are summarised in Appendix 3 of this document.

The changes being introduced are primarily to increase the Company's flexibility in respect of certain matters, ensure compliance with the Companies Act 2006 and reflect developments in market practice since the Existing Articles were last amended. A copy of the New Articles (together with a copy marked up to show the changes from the Existing Articles) will be available for inspection on the Company's website at sjp.co.uk and (upon prior appointment) at the Company's registered office, St. James's Place House, 1 Tetbury Road, Cirencester, Gloucestershire, GL7 1FP, during business hours on any weekday (public holidays excluded) from the date of this Notice until the close of the meeting.

Explanatory notes

The following notes explain your rights as a shareholder and your right to attend and to vote at the Annual General Meeting (the AGM), or to appoint someone else to vote on your behalf.

1. AGM

The AGM is intended to be held as an in-person event. This Notice (including these explanatory notes) 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 this Notice. Shareholders should check our website (sjp.co.uk) to ensure they have the most up to date information available regarding the AGM.

2. Entitlement to 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 close of business on Friday 9 May 2025 shall be entitled to 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 close of business on Friday 9 May 2025 shall be disregarded in determining the rights of any person to vote at the meeting.

3. Voting

Voting on each of the resolutions to be put to this year's AGM will be taken on a poll which means all shareholders' votes are counted according to the number of ordinary shares held and all votes tendered are taken into account. All votes of the shareholders present will be counted and added to those received in advance by proxy. If you have already voted in advance by proxy, you will still be able to vote at the AGM and your vote on the day of the meeting will replace your previously lodged proxy vote. Please see note 4 below for details on how to submit your proxy instructions.

4. Proxy voting

Any shareholder 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 themselves. 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 shareholder 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
• 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 AGM or an adjourned meeting. As this falls on a Sunday for the 2025 AGM, the deadline will be the previous working day; Friday 9 May 2025 at 10:00am.

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 the Company's Registrar, Computershare not less than 48 hours before the time appointed for the holding of the AGM (Friday 9 May 2025 at 10:00am) 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 AGM to be held on Tuesday 13 May 2025 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 AGM (Friday 9 May 2025 at 10:00am) 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.

Explanatory notes continued

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 their 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

Copies of the following documents are available for inspection at the registered office of the Company (St. James's Place House, 1 Tetbury Road, Cirencester, Gloucestershire GL7 1FP) during normal business hours on any weekday (Saturdays, Sundays and Bank Holidays excepted) and at the AGM venue until the conclusion of the AGM.

• copies of the Executive Directors' service agreements
• copies of the Non-executive Directors' letters of appointment
• a copy of the New Articles (together with a copy marked up to show the changes from the Existing Articles).

A copy of the Company's Annual Report and Accounts for the year ended 31 December 2024, current Articles of Association, and the terms of reference of the Company's Group Audit, Remuneration, Nomination and Governance and Risk Committees are always available on the Company's website (sjp.co.uk) and will also be available for inspection from 09:30am, on 13 May 2024, at the venue of the AGM, until the end of the AGM.

8. Corporate representatives

Any corporation which is a shareholder 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 shareholder, 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 them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

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

10. Statements relating to an auditor

It is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Act, the Company may be required to publish on its 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 AGM: 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 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, 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 Act to publish on a website.

11. Asking questions

Shareholders have the opportunity to submit their questions to the Company in advance of the AGM. Shareholders that would like to ask a question are requested to submit their questions in writing by emailing shareholders@sjp.co.uk. We will endeavour to respond to questions as soon as practicably possible. Submitting a question in advance does not preclude shareholders who attend from asking questions at the AGM.

Explanatory notes continued

12. Right to propose a resolution

Under Section 338 and Section 338A of the Companies Act 2006, shareholders meeting the threshold requirements in those sections have the right to require the Company (a) to give to shareholders of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the AGM, and/or (b) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, and must be received by the Company not later than 31 March 2025 which is six clear weeks before the AGM. In the case of a matter to be included in the business only, it must also be accompanied by a statement setting out the grounds for the request.

13. Total voting rights

As at 10 March 2025, (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital comprised 543,870,196 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 543,870,196.

14. Serving information on the Company

Shareholders are advised that, unless otherwise stated, any telephone number, website and email 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 AGM).

15. Copy of Notice

A copy of this Notice, and other information required by section 311A of the Act, can be found at sjp.co.uk.

11

Appendix 1 – Director biographies

Paul Manduca NC

Chair

Paul has been Chair of the Company since May 2021 having joined from Prudential plc, where he was chair for eight and a half years. He was also previously chair of Aon UK Limited, JPM European Smaller Companies Investment Trust plc and Templeton Emerging Markets Investment Trust plc. Paul was the senior independent director of Wm Morrison Supermarkets Plc, a nonexecutive director of KazMunaiGas Exploration & Production and chair of Henderson Diversified Income Limited. Prior to this, he served as founding chief executive officer of Threadneedle Asset Management, director of Eagle Star and Allied Dunbar, chief executive officer, Europe of Deutsche Asset Management, global chief executive officer of Rothschild Asset Management, chair of Bridgewell Group plc and was a director of Henderson Small Companies Investment Trust plc. Paul is also currently chair of W.A.G Payment Solutions Plc. Paul's extensive experience in leadership roles and comprehensive technical knowledge helps guide the Board and the Company as it continues to grow and evolve. Paul's thorough understanding of the business and performance of the Group, and the onward maturing of the business, which includes culture, means that he continues to be integral to the Company's long-term success.

Mark FitzPatrick

Chief Executive Officer

Mark was appointed Chief Executive Officer in December 2023. Mark started his career with Deloitte in Cape Town, becoming a partner in 1997. He remained with Deloitte for 25 years building his industry focus in financial services in the UK, Europe and South Africa. Mark became group chief financial officer at Prudential plc in July 2017, before his role was broadened to include chief operating officer responsibilities for the communications, legal, company secretarial and government relations functions. He was appointed interim chief executive officer of Prudential plc in April 2022, standing down on 24 February 2023. Mark chairs the audit and risk committees of the British Heart Foundation and is chair of the audit committee for the Scottish Mortgage Investment Trust. Mark is an effective and broadly-skilled leader with over 30 years' international experience in a host of specialist finance, advisor and leadership roles. This deep and broad experience in professional services and within insurance has equipped him to take on, and be effective in, a complex leadership role in a listed and regulated business.

Committee key

• NC Member of Group Nomination and Governance Committee
• AC Member of Group Audit Committee
• RK Member of Group Risk Committee
• RM Member of Group Remuneration Committee
• Denotes Chair of Committee

Simon Fraser NC AC RM

Senior Independent Non-executive Director

Simon has had more than 37 years' experience in the finance sector. Simon's extensive experience as an investment banker has been broad and has spanned a number of sectors including having spent a considerable amount of time in regulated financial services businesses. Simon started his career as a stockbroker from 1986-1992, working for Barclays de Zoete Wedd, from which he went on to set up an institutional stockbroking business, Gerrard Vivian Gray. In February 1997, he joined Bank of America Merrill Lynch where he remained for the rest of his executive career. From 2004 until his retirement in 2011, Simon was managing director and co-head of corporate broking at Bank of America Merrill Lynch. He stepped down in 2011 to develop a non-executive portfolio. Simon is a seasoned non-executive, committee chair and senior independent director. He has previously been a senior independent director at Derwent London plc, senior independent director and chair of the remuneration committee at Lancashire Holdings Ltd and most recently a non-executive director at Legal & General Investment Management Ltd until March 2024. Simon is currently a non-executive director and chair of the remuneration committee for SEGRO plc. He brings extensive experience of financial markets and a wealth of investment and financial services knowledge to the Board. The Board also benefits from his broad experience as a non-executive director of listed companies in a diverse range of industries.

Appendix 1 – Director biographies continued

Rosemary Hilary NC AC RK RM

Independent Non-executive Director

Rosemary brings a wealth of knowledge of financial services from both a commercial and regulatory perspective, as an executive and non-executive. Her experience extends to retail, wholesale and intermediary businesses. In her executive career Rosemary was latterly chief internal auditor at TSB Bank from 2013 to 2016 and, prior to that, she held a number of senior positions at the Financial Services Authority and the Bank of England. Rosemary is a Chartered Certified Accountant, FCCA. Rosemary is also a non-executive director and chair of the audit committee of Willis Ltd; a non-executive director and chair of the risk committee of Vitality Life and Vitality Health and a non-executive director of the Scottish Building Society. She is a trustee of the King's Foundation. Rosemary was formerly a non-executive director of Record plc; non-executive director and member of the investment committee of the Pension Protection Fund; and a trustee of Shelter.

John Hitchins NC AC RK

Independent Non-executive Director

John has extensive experience of the financial services industry gained through his career as a senior audit partner and his non-executive directorships. John spent 38 years with PricewaterhouseCoopers LLP, specialising in financial services auditing and advisory services, before retiring in 2014. Since retiring from PricewaterhouseCoopers LLP he has undertaken a number of non-executive director roles with financial services companies alongside a role as a senior adviser to the Financial Reporting Council. John is a non-executive director of Aldermore Group PLC. John's understanding of the complexity of financial reporting in the financial services sector, combined with his extensive experience of governance acquired through his positions as an external auditor and as a non-executive director, underpin the value he delivers not only to the Board, but also to the Audit and Risk Committees.

Caroline Waddington Chief Financial Officer

Caroline was appointed as Chief Financial Officer in September 2024. She is a Chartered Accountant who began her career at Coopers & Lybrand. Caroline has held senior finance roles at Barclays Capital, RBS, and Deutsche Bank. She later became the chief financial officer for UK and EMEA at Credit Suisse and more recently, Caroline served as the chief financial officer for UBS Group's UK Credit Suisse entities and chief operating officer for Credit Suisse International. Caroline is also a trustee and board member of St Giles Trust, where she serves on the finance & audit committee, supporting individuals affected by social exclusion. Caroline brings to the Board a strong track record of leadership, financial literacy, and technical skill. Her extensive experience in senior regulated roles across the financial services and banking industry has prepared her for the responsibilities of Chief Financial Officer in a listed business.

Rooney Anand RK RM

Independent Non-executive Director

Rooney has extensive experience in the consumer sector having held executive and nonexecutive roles at retail and hospitality organisations. He previously served as chief executive officer at Greene King and has held non-executive positions as chair of Casual Dining Group and Away Resorts and was a non-executive director of Drive Assist Holdings and Pursuit Dynamics. He was also senior independent director for Wm Morrison Supermarkets until its sale to private equity. Rooney is currently non-executive chair of RedCat Pub Company Limited and Purity Soft Drinks. He is also a visiting professor at Aston Business School. As a former FTSE 250 CEO and FTSE 100 senior independent director, he has broad commercial and financial experience which will benefit both the Board and the wider organisation.

Committee key

NC Member of Group Nomination and Governance Committee

• AC Member of Group Audit Committee
• RK Member of Group Risk Committee
• RM Member of Group Remuneration Committee
• Denotes Chair of Committee

Appendix 2 – Getting to the AGM venue

The AGM will be held at Woburn House, 20-24 Tavistock Square, London, WC1H 9HQ. The venue is easily accessible by public transport.

Doors will be open from 9.30am for registration and refreshments will be available.

Nearest underground stations:

• Euston: 5 mins walk served by Victoria and Northern lines; London Overground Lioness line; National Rail
• Euston Square: 7 mins walk served by Circle, Hammersmith & City and Metropolitan lines
• King's Cross St. Pancras: 14 mins walk served by Circle, Hammersmith & City, Metropolitan, Northern, Piccadilly and Victoria lines; National Rail
• Russell Square: 7 mins walk served by Piccadilly line

Please note that there is no car parking at Woburn House. The nearest on-street parking is in Tavistock Square or neighbouring roads.

Accessibility

Woburn House is accessible for visitors with restricted mobility, including wheelchair users. To park, use the Disabled Blue Badge Bay on Endsleigh Street cornering Tavistock Square.

Appendix 3 – Summary of amendments to the Company's Articles of Association

Summary of amendments to the Company's Articles of Association

It is proposed that the New Articles be adopted with effect from the conclusion of the AGM, principally to increase the Company's flexibility in respect of certain matters, ensure compliance with the Companies Act 2006 and reflect developments in market practice since the Existing Articles were adopted in 2020.

Untraced shareholders and unclaimed dividends (Article 44)

The New Articles modify the provisions relating to untraced shareholders (being shareholders who are no longer in communication with the Company and to whom dividends or other payments have failed and/or remain uncashed for a specific period of time). In line with evolving market practice, the New Articles reduce the period of time that must elapse before the Company is entitled to sell the shares of an untraced shareholder from 12 years to six years, during which time at least three dividends in respect of the shares in question have become due for payment and all dividends, warrants and cheques which have been sent in respect of the shares in question have remained uncashed or unclaimed.

The Company's right to sell such shares remains conditional upon: (i) a notice (in hard copy or electronic form) first being sent to the shareholder's last known address following expiration of the six-year period; and (ii) the expiration of three further months following the notice under (iii) being served, during which the relevant shareholder has not contacted the Company.

It remains the case that, following the sale of such shares, the sale proceeds and any uncashed or unclaimed dividends or other amounts in respect of such shares are forfeited and immediately belong to the Company to use as the Board thinks fit. The Company's unclaimed dividend policy allows the Directors to pay any unclaimed dividends to the St. James's Place Charitable Foundation.

The New Articles also reduce the period of time that must elapse before an unclaimed dividend can be forfeited from 12 years to six years. For the avoidance of doubt, the Company agrees that any legitimate claim made by a shareholder relating to an Unclaimed Dividend that has been paid to the Foundation will be honoured.

Conduct at general meetings (Article 54)

The New Articles will extend the existing powers with respect to securing the health and safety of the attendees to the meeting and promoting the orderly conduct of the meeting by expressly providing power to (i) refuse entry to an attendee who refuses to comply with directions or arrangements put in place for the meeting and (ii) eject an attendee who causes proceedings to become disorderly.

Ordinary remuneration of the Directors (Article 75)

The New Articles clarify the language in the Article as to what constitutes ordinary remuneration of the Directors. The Board felt that the Existing Articles were open to interpretation and wish to ensure the New Articles were clear and consistent with market practice. At the same time, to ensure sufficient headroom in the aggregate cap on Directors' fees, the New Articles increase the aggregate Directors' fee that may be paid to the Directors of the Company from £800,000 to £1,000,000 (excluding, for the avoidance of doubt any remuneration payable to a Director who holds any executive office (including the Chair and the Deputy Chair) or an employment with the Company or any associated company, any fees payable to a Director for serving on any committee of the Directors, and any other cost to the Company of providing additional payments or benefits contemplated by any other provision of the Articles of Association). The Company has no current intention to make any material changes to Directors' fees beyond ordinary changes from time to time; however the current limit has been set since 2020 and this proposed fee limit increase will bring the Company's fee cap more in line with the limits of other large financial services companies, as well as providing headroom to the cap to allow for the size of the Board were it to increase in the future. Further information on the Company's approach to Directors' remuneration can be found in the Directors' Remuneration report for the year ended 31 December 2024, as set out on pages 91 to 116 of the 2024 Annual Report.

This product is made of material from well-managed, FSC®- certified forests and other controlled sources. The material is manufactured to the environmental management system ISO 14001, FSC®chain-of-custody-certified, elemental – chlorine and acid free. Our UK Printer is also ISO 14001 certified, FSC®certified and Carbon Neutral. This report is fully biodegradable and recyclable. The paper used in this production has been carbon balanced. Printed by Pureprint.

Designed and produced by Instinctif Partners creative.instinctif.com

The paper is Carbon Balanced with the World Land Trust, an international conservation charity, who offset carbon emissions through the purchase and preservation of high conservation value land. www.worldlandtrust.org

If you have finished reading and no longer wish to retain it, please pass it on to other interested readers, return it, or dispose of it in your recycle paper waste. CBP029212

15

Notice of Meeting

St. James's Place plc

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

sjp.co.uk

St. James's Place plc Notice of Annual General Meeting 2025 sjp.co.uk