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St. James's Place PLC Proxy Solicitation & Information Statement 2026

Mar 24, 2026

5242_agm-r_2026-03-24_f066690c-e27e-4ccd-9eca-08aec88f6d70.pdf

Proxy Solicitation & Information Statement

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St James's Place

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chair of St. James's Place plc invites you to attend the Annual General Meeting of St. James's Place plc (the Company) to be held at St. James's Place House, 1 Tetbury Road, Cirencester, Gloucestershire GL7 1FP on 30 April 2026 at 10.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 30 April 2026

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Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 921175

SRN:

PIN:

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View the Annual Report online: https://www.sjp.co.uk/shareholders/results-reports-presentations

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrar at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 28 April 2026 at 10.00 am.

Explanatory Notes:

  1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
  2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0197 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

  1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0197 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  4. Any alterations made to this form should be initialled.
  5. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

198556_254314_RUN_ONS/000001/000001/SG625/il


Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions For Against Vote Withheld
1. To receive the Company's annual accounts and reports of the Directors and auditors thereon for the year ended 31 December 2025.
2. To declare a final dividend of 12.00 pence per ordinary share for the year ended 31 December 2025.
3. To approve the Directors' Remuneration Report.
4. To approve the Directors' Remuneration Policy.
5. To approve the St. James's Place Deferred Bonus Plan.
6. To approve the St. James's Place Performance Share Plan.
7. To elect Helen Beck as a Director.
8. To elect Penny James as a Director.
9. To elect Evelyn Bourke as a Director.
10. To re-elect Rooney Anand as a Director.
11. To re-elect Mark FitzPatrick as a Director.
12. To re-elect Simon Fraser as a Director.
13. To re-elect John Hitchins as a Director.
14. To re-elect Paul Manduca as a Director.
15. To re-elect Caroline Waddington as a Director. For Against Vote Withheld
--- --- --- ---
16. To re-appoint PricewaterhouseCoopers LLP 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.
17. To authorise the Group Audit Committee to determine the remuneration of the Auditors of the Company.
18. To authorise the Directors to allot shares.
19. To authorise the Company to make political donations.
Special Resolutions
20. To disapply pre-emption rights.
21. Additional authority to disapply pre-emption rights.
22. To authorise the Company to purchase its own ordinary shares.
23. To call general meetings (other than an AGM) on 14 clear days notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with section 323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair.

Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

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I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of St. James's Place plc to be held at St. James's Place House, 1 Tetbury Road, Cirencester, Gloucestershire, GL7 1FP on 30 April 2026 at 10.00 am, and at any adjourned meeting.

*For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example. ☑

Ordinary Resolutions For Against Vote Withheld
1. To receive the Company's annual accounts and reports of the Directors and auditors thereon for the year ended 31 December 2025.
2. To declare a final dividend of 12.00 pence per ordinary share for the year ended 31 December 2025.
3. To approve the Directors' Remuneration Report.
4. To approve the Directors' Remuneration Policy.
5. To approve the St. James's Place Deferred Bonus Plan.
6. To approve the St. James's Place Performance Share Plan.
7. To elect Helen Beck as a Director.
8. To elect Penny James as a Director.
9. To elect Evelyn Bourke as a Director.
10. To re-elect Rooney Anand as a Director.
11. To re-elect Mark FitzPatrick as a Director.
12. To re-elect Simon Fraser as a Director.
13. To re-elect John Hitchins as a Director. For Against Vote Withheld
--- --- --- ---
14. To re-elect Paul Manduca as a Director.
15. To re-elect Caroline Waddington as a Director.
16. To re-appoint PricewaterhouseCoopers LLP 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.
17. To authorise the Group Audit Committee to determine the remuneration of the Auditors of the Company.
18. To authorise the Directors to allot shares.
19. To authorise the Company to make political donations.
Special Resolutions
20. To disapply pre-emption rights.
21. Additional authority to disapply pre-emption rights.
22. To authorise the Company to purchase its own ordinary shares.
23. To call general meetings (other than an AGM) on 14 clear days notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DD / MM / YY

In the case of a Corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

CCS 3187 18 SJP +