St. James's Place PLC — Share Issue/Capital Change 2013

Feb 17, 2013

APPLICATION FOR ADMISSION OF SECURITIES TO THE OFFICIAL LIST

Admission to the official list must be simultaneous with admission to trading on an RIE's market for listed securities. You will need to complete a separate application form to apply for trading on a RIE.

† - Indicates a section that is mandatory for all applications. Sections that do not apply should be struck-through as necessary.

To: The FSA

Date: 18 February 2013

St. James's Place plc. (the applicant) hereby applies for the securities described below to be admitted to the official list of the FSA.^†

Amounts and descriptions of securities for which application is now being made (include distinctive numbers if any). Where the securities are to be issued under a programme, give a description of the programme and the maximum amount (if any) of securities which may be listed at any one time⁺:

7,093,511 ordinary shares of 15 pence each.

Where application is made for the listing of securities without a prospectus, we confirm that a prospectus is not required pursuant to the Financial Services and Markets Act (the " $Act$ ") for the reasons set out below (please ensure a sufficiently detailed explanation is given as to why the relevant exemptions apply):

Public Offer (quote relevant sub-section of Prospectus Rule 1.2.2, or relevant part of S85 or S86 of the Act, or relevant part of Schedule 11A of the Act, and give the reason for the application of that exemption, or confirm the transaction falls outside of the scope of the definition of an offer as defined in the Prospectus Rules ).

1.2.2(5) The transferable securities offered, allotted or to be allotted to existing or former directors or employees by their employer or an affiliated undertaking, if the transferable securities are of the same class as the transferable securities already admitted to trading on the same regulated market and if a document is made available containing information on the number and nature of the transferable securities and the reason for and detail of the offer.

Admission to a regulated market (quote relevant part of S85 of the Act or the relevant sub-section of Prospectus

1.2.3(6) The transferable securities offered allotted or to be

Rule 1.2.3, or relevant part of Schedule 11A of the Act, allotted to existing or former directors or employees by their and give the reason for the application of that exemption). employer or an affiliated undertaking, if the transferable securities are of the same class as the transferable securities already admitted to trading on the same regulated market and if a document is made available containing information on the number and nature of the transferable securities and the reason for and detail of the offer.

Furthermore we confirm that between the date of this application form and the date of admission we will not take any action that would otherwise require the publication of a prospectus in respect of the securities the subject of this application.

Where listing particulars would ordinarily be required in respect of the application but have not been prepared please confirm they are not required and the reason(s) why:

$n/a$

The ISIN code(s) for each security to be admitted†: GB0007669376

Type of issue for which application is being made: (for example: placing; rights issue; block listing; issuance programme)*:

Block listings under the St. James's Place plc Executive Performance Share Plan (1,658,343) shares), the St. James's Place plc Partner Performance Share Plan (657,500 shares), the St. James's Place plc Sharesave Scheme (223,653 shares), the St. James's Place plc Executive Share Option Scheme (397,200 shares) and the St. James's Place plc Partner Share Option Scheme (4.156.815 shares).

For issuance programme applications, please provide a primary contact(s) at the issuer for correspondence in relation to the programme for which admission is being sought:

$Name(s):$

Position(s):	n/a
Email Address(es):	n/a
Contact Telephone Number(s):	n/a

Please confirm which set of standards are applicable to the securities for which application is being made:

Note: For new lines of securities please ensure that the relevant Listing Category has been discussed and agreed with Listing Transactions prior to submitting the application.

Premium (Please tick the relevant box) WELFALL CONSTRUCTS	.
Equity Commercial Companies	Equity Closed Ended Investment Funds
Equity Open Ended Investment Companies

in general bestemment Standard (Please tick the relevant box) mine community modellings and	CONTRACTOR PERIODI DE APROVERE AL 2005 DE COMPOSITION ventures and contract problems and also
Shares	GDRs
Debt	Securitised Derivatives
MISC Securities	INSTRUCTION OF CHANGES TO CONTROL

Please specify on which UK market(s) the applicant has applied to have these securities traded^†:

London Stock Exchange -Main market

Please specify where else these securities are, or will be listed and whether the listing(s) are Premium or Standard (if such a distinction is made)†: $n/a$

Which EEA State do you regard as your home member state for the purposes of the Transparency Directive (2004/109/EC?): Queries in relation to this question should be directed to the Company Monitoring Helpdesk on 020 7066 8333, option 4 United Kingdom Account/Audit Information†

Accounting Standards used by Issuer

IFRS/EEV

Auditing Standards used by Issuer	International Standards on Auditing (UK and
	$\text{I}$ Ireland).

without a prospectus *	Information to be provided by a Public Sector Issuer that seeks admission of securities
Series Number:	n/a
Issue Price:	n/a
Specified Denominations:	n/a
Issue Date:	n/a
Maturity Date:	n/a
Form of Securities:	Bearer/Registered n/a
Listing:	n/a
ISIN:	n/a

*Where this information is already set out in some other document describing the issue (such as final terms) it is sufficient to simply attach that document.

Confirmation

We acknowledge our obligations arising under the listing rules and the legal implications of listing under the Act. Accordingly, we confirm that:

• all the requirements for listing in the listing rules, which are required to be fulfilled 1, before the application is to be considered, have been fulfilled in relation to the issuer and the securities for which application is now made (save where otherwise agreed with the FSA);
• all the documents and information required to be included in the application have 2, been or will be supplied in line with the listing rules, and all other requirements of the FSA in respect of the application have been or will be complied with.
• we undertake to comply with the listing rules so far as applicable to the issuer. 3,
• 4, we acknowledge the obligation to comply with the requirement to publish a supplementary prospectus or supplementary listing particulars if, at any time after a prospectus or listing particulars have been approved such document would be required by the Act, the Prospectus Rules or the Listing Rules.

on admission the securities for which application has been made will be allotted (for 5, equity securities) and in issue (for debt securities) pursuant to the appropriate board resolutions and with the appropriate authority (save in circumstances where the FSA has specifically agreed otherwise including inter alia block listings, applications by open-ended investment companies, applications for the admission of 'up to' amounts).

SIGNED BY

Director/company secretary/suitably experienced employee/duly authorisedofficer, for and on behalf of:

St. James's Place plc. Name of applicant

Application to be heard on † : 20 February 2013
Admission expected to be effective on†: 21 February 2013

Name(s) of contact(s) at applicant regarding the application†:	Phil Richardson
Telephone number(s) of contact(s) at applicant regarding the application † :	020 7155 5486

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