20 April 2026

JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

Annual Financial Report and Notice of AGM

Further to the release of the Company's final results announcement on 7 April 2026, JTC announces that it has published its 2025 Annual Report and Accounts and Notice of 2026 Annual General Meeting. The following documents are being distributed or made available to shareholders electronically today, Monday 20 April 2026:

-      2025 Annual Report and Accounts

-      Notice of 2026 Annual General Meeting

-      Form of Proxy for the 2026 Annual General Meeting

In compliance with Listing Rule 9.6.1 copies of the above documents will be submitted to the National Storage Mechanism and will be available at its website once this process is complete: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

A copy of the Notice of 2026 Annual General Meeting is available on request from the Company Secretary. The 2025 Annual Report and Accounts will shortly be available to view and download from the Company's website: www.jtcgroup.com/investor-relations/

Participation and Voting at the AGM

The Company's 2026 Annual General Meeting will be held at 9:30am on Thursday 21 May 2026 at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA.

Shareholders are encouraged to appoint a proxy in order to vote on the matters being considered at 2026 Annual General Meeting. Shareholders may appoint a proxy via the CREST electronic proxy appointment service or by completing a Proxy Form to be lodged with Company's Registrar, Computershare Investor Services (Jersey) Limited, by post or electronically via the internet no later than 9.30am on 19 May 2026.

Shareholders are also encouraged to submit any questions they may have for the Board before the 2026 Annual General Meeting by emailing [email protected] by no later than 11 a.m. on 18 May 2026. Please include the Shareholder's name and Shareholder Reference Number (which can be found on the share certificate or proxy form) in your email. Answers to the questions on key themes will be published on the Company's website (www.jtcgroup.com/investor-relations) on 19 May 2026.

Information required under Disclosure Guidance and Transparency Rule 6.3.5

In accordance with DTR 6.3.5, additional information is set out in the appendices to this announcement. The information contained in the appendices, which is extracted from the 2025 Annual Report and Accounts, is included solely for the purposes of complying with DTR 6.3.5. The information should be read in conjunction with the Final Results Announcement, released on 7 April 2026. This announcement and the Final Results Announcement together constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text. This material is not a substitute for reading the full 2025 Annual Report and Accounts. Page numbers and notes in the following appendices refer to page numbers and notes in the 2025 Annual Report and Accounts.

For further information, please contact:

Miranda Lansdowne

JTC PLC

+44 1534 700 000

[email protected]

Appendices  

A - Principal and Emerging Risks and Uncertainties

B - Directors' responsibility statement

C - Dividends

About JTC

JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.

www.jtcgroup.com

Forward Looking Statements

This announcement may contain forward looking statements. No forward looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward looking statements. These forward looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. Any forward looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement.

APPENDIX A - Principal and Emerging Risks and Uncertainties

The following description of the principal and emerging risks and uncertainties that the Company faces is extracted from the 2025 Annual Report and Accounts (pages 60 - 66):

Principal risks and material controls

Risk Appetite

The Board recognises that achieving the Group's strategic objectives requires the acceptance of a measured level of risk. It seeks to ensure that risks are taken consciously, proportionately and in a controlled manner, supporting sustainable growth, positive client outcomes and long-term value creation for stakeholders.

The Group Risk Appetite Statement sets out a series of qualitative statements aligned to the Group's risk taxonomy. Together, these articulate the nature and level of risk the Group is willing to accept, and those it seeks to avoid, when executing its strategy.

The framework is designed to support balanced decision-making, recognising the need to embrace appropriate risk while managing potential commercial, regulatory and reputational impacts.

Risk appetite is expressed through both overarching appetite statements and, where appropriate, defined tolerances that narrow or refine appetite in particular areas. Supplementary risk appetite statements may also be maintained to meet regulatory expectations or to address specific risk types or business activities in greater detail.

Overall, the Group operates with a low appetite for risk. The Board does not seek to assume high levels of risk and expects material risks to be actively identified, assessed and managed through appropriate governance, resourcing, controls and technology-enabled processes.

As a general principle, the Board maintains a low tolerance for risks that could:

·      result in non-compliance with applicable laws or regulatory requirements;

·      compromise the Group's ability to operate in a safe, orderly and resilient manner;

·      adversely affect the Group's reputation or stakeholder trust;

·      give rise to significant financial losses that could impact future viability; or

·      expose clients, counterparties or other stakeholders to harm or loss.

Risk Taxonomy

The Group applies a structured risk taxonomy that provides a consistent framework for identifying and assessing the risks faced by JTC across its global operations. The taxonomy comprises eight high-level Level 1 risk categories, which are further sub-divided into 35 Level 2 risk descriptions to enable more granular risk identification and management.

During 2025, the taxonomy was further enhanced through the introduction of an additional Level 2 risk category to explicitly recognise the specific risks associated with outsourcing arrangements, reflecting both regulatory expectations and the evolving nature of third-party dependencies within the Group.

Principal Risks and Material Controls

The Group continually reviews its risk taxonomy to ensure it remains complete, relevant and appropriately aligned to the Group's assessment of principal risks.

A principal risk is defined as a risk, or combination of risks, that could have a material adverse effect on the Group's business model, performance, future prospects or reputation. This includes risks that could threaten the Group's operational resilience, financial position, solvency or liquidity.

During 2025, the Board did not determine that any changes were required to the Group's assessment of its principal risks.

The Group maintains a comprehensive control environment and undertakes a range of measures to monitor and manage risks arising from its business activities. These measures are designed to promote ongoing awareness of key risks, controls and regulatory requirements across the organisation.

Material controls and mitigation measures include:

·      A well-established acquisition due diligence framework

·      A Group Compliance Framework, including a dedicated compliance monitoring function

·      A Business Risk Assessment framework to support the identification and assessment of financial crime and other enterprise risks

·      A clearly articulated and consistently applied risk appetite framework

·      Employee training programmes designed to promote risk awareness and professional conduct

·      Segregation of duties for transaction processing, including a rigorous six-eyes Recommendation for Signing approval process

·      Proactive fraud prevention measures, including strengthened authentication and identity verification controls

·      Performance scorecards that drive commercial performance while remaining balanced against people and risk management considerations

·      Mature cyber security capabilities, including preventative controls, staff training and periodic testing

·      Robust IT infrastructure supported by regularly tested business continuity and disaster recovery arrangements

·      Rigorous employee screening and on-boarding processes

·      Established talent development programmes that support employee engagement and retention

·      Comprehensive induction and ongoing training for all employees

·      Annual employee confirmations of compliance with core Group policies and procedures

·      Whistleblowing arrangements to support the reporting of concerns

·      A defined Group risk escalation framework to ensure timely identification and consideration of risk events

Notwithstanding the expected de-listing of the Group during 2026, the Board expects to maintain the discipline of assessing material control effectiveness in a manner consistent with the principles contemplated by Provision 29 of the UK Corporate Governance Code.

The Group also maintains insurance cover in excess of regulatory minimum requirements, providing an additional layer of protection in support of the overall control environment.

NOTES - 2025 CHANGES

1         New risk category reflecting scope and focus on outsourcing risk within the Group

2         Renamed from Listing Rules to focus upon corporate governance risks

3         Renamed to focus risk on retention versus incentivization

Our principal risks are reported gross (before mitigating controls)

PRINCIPAL RISKS

The Group's current principal risks are the risks we are managing now that we consider have a higher likelihood of stopping us achieving our strategic objectives:

EMERGING TOPICS AND RISKS

As standard procedure, we consider topics or risks on an ongoing basis that may have unpredictable and uncontrollable outcomes directly or indirectly (via our clients) on the Group that we do not yet consider to be principal risks, but may, over time, pose a threat to our business model.   Some of these topics or risks may be interconnected and remain under review over a sustained multi-year period whereas others may be short-lived.  Emerging risks are those which may have unpredictable or evolving impacts, either directly or through client activities, and which are not currently assessed as principal risks. However, if left unmanaged, they could over time affect the Group's strategy, operating model, financial performance or reputation.

OWNERSHIP TRANSITION AND GOVERNANCE EVOLUTION

The announcement of the proposed acquisition by a private equity investor and the anticipated de listing from the London Stock Exchange represents a significant structural change for the Group. While this is expected to provide strategic flexibility and support long term growth ambitions, it also introduces transition risks associated with changes in ownership structure, governance arrangements and stakeholder expectations.

These risks include heightened regulatory scrutiny during and following the change of control process, the need to demonstrate ongoing financial resilience and responsible stewardship as a private group, and the effective communication of strategic intent to clients, regulators and employees. The Group continues to engage proactively with regulators and other stakeholders to ensure continuity of governance standards, risk management discipline and cultural integrity throughout the transition.

MACROECONOMIC CONDITIONS, CLIENT BEHAVIOUR AND TALENT DYNAMICS

The global economic environment remains uncertain, characterised by geopolitical tensions, persistent inflationary pressures and varying rates of economic growth across regions. These conditions may influence client behaviour through increased sensitivity to fees, changes in asset allocation, restructuring activity or delays in transactional decisions, which could in turn impact revenue predictability.

At the same time, competition for specialist talent continues to intensify, particularly in areas such as cyber security, digital transformation, regulatory compliance and data governance. Wage inflation, expectations around flexibility and cultural alignment, and the potential impact of organisational change during periods of transition may present challenges to long term talent retention. The Group continues to monitor these dynamics closely and remains focused on maintaining a compelling employee proposition aligned with its strategic objectives.

REGULATORY EXPECTATIONS AND CROSS BORDER COMPLEXITY

As the Group continues to operate at scale across multiple jurisdictions, it remains subject to an increasingly complex and evolving regulatory landscape. Supervisory expectations are rising in relation to group wide governance, operational resilience, capital adequacy, financial crime controls and data management, particularly for large international fiduciary and professional services firms.

Regulatory divergence between jurisdictions, including differing approaches to conduct, data protection and ESG related disclosure, increases execution risk and places additional demands on Group wide consistency. The Group continues to invest in regulatory horizon scanning, direct regulatory engagement and a robust global compliance framework to anticipate emerging requirements and maintain high standards of regulatory compliance across all jurisdictions.

TECHNOLOGY, DATA AND ARTIFICIAL INTELLIGENCE

Rapid technological advancement continues to create both opportunities and emerging risks for the Group. The increasing use of artificial intelligence and advanced data analytics has the potential to enhance efficiency and insight, but also introduces risks related to data accuracy, ethical use, explainability and governance of automated or assisted decision making.

Evolving regulation relating to AI, data usage and accountability may result in increased compliance and liability exposure where systems are not sufficiently controlled or auditable. In parallel, longer term developments such as quantum computing may, over time, require the adoption of new cryptographic approaches to protect sensitive information. The Group continues to invest in data governance, security controls and responsible technology use, while monitoring regulatory and technological developments.

CYBER SECURITY, EXTERNAL FRAUD AND THIRD PARTY DEPENDENCIES

The threat landscape for cyber security and external fraud continues to evolve, with increasing sophistication in social engineering, impersonation and identity related attacks, often enabled by AI driven tools. Professional services firms remain attractive targets due to the sensitive data they hold and the trust placed in them by clients and counterparties.

In addition, reliance on third party service providers and technology platforms introduces concentration and dependency risks. The Group remains focused on strengthening cyber defences, maintaining robust third party risk oversight and enhancing employee awareness to mitigate the potential operational, financial and regulatory impacts of a serious cyber or fraud related incident.

COMPLIANCE EXECUTION AND OPERATIONAL RESILIENCE

As regulatory obligations expand in volume and complexity, there is an increasing risk that compliance execution becomes more resource intensive and operationally challenging, particularly across smaller or rapidly evolving jurisdictions. Ensuring consistent implementation of policy, adequate resourcing and timely regulatory response remains critical to maintaining operational resilience and regulatory confidence.

The Group continues to enhance its Governance, Risk and Compliance technology framework to support a more consistent, scalable and data driven approach to risk management and compliance oversight across jurisdictions, helping to reduce the risk of inconsistency or inadvertent regulatory breaches as the business grows.

ESG AND CLIMATE RELATED EXPECTATIONS

Stakeholder expectations regarding environmental, social and governance performance continue to evolve, alongside increasing scrutiny of disclosures, data quality and alignment with international standards. The fragmented nature of global ESG regulation and the risk of greenwashing allegations pose ongoing reputation and litigation risks for international groups.

Climate related financial risk remains an emerging consideration, particularly in relation to data availability, disclosure obligations and the indirect effects of client transition risks. The Group continues to strengthen its ESG framework, monitor regulatory developments and integrate sustainability considerations into its broader risk management and strategic planning processes.

APPENDIX B - Directors' responsibility statement

The following directors' responsibility statement is extracted from the 2025 Annual Report and Accounts (page 108):

We confirm that to the best of our knowledge:

• the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and

• the Annual Report and Financial Statements includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

We consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

By order of the Board

Approved by the Board on 2 April 2026 and signed on its behalf by:

MIRANDA LANSDOWNE

JOINT COMPANY SECRETARY,

JTC (JERSEY) LIMITED, COMPANY SECRETARY

APPENDIX C - Dividends

The financial statements set out the results of the Group for the financial year ended 31 December 2025 and are shown on pages 109 to 156 of the 2025 Annual Report and Accounts. The Consolidated Income Statement can be found on page 116. The underlying profit before tax for the year attributable to equity shareholders of the Company amounted to £76.5 million. The Directors resolved to pay an interim dividend of 5.0 pence per ordinary share (2024: 4.3 pence), which was paid to shareholders on 24 October 2025. The Directors do not propose a final dividend for the year, given that the Company is currently in an offer period.