St. James's Place plc ('the Company')

2023 Annual General Meeting Voting Results - Update Statement

At the Company's Annual General Meeting ("AGM") held on 18 May 2023, 77.85% votes were cast in favour of Resolution 4, the advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2022 ("Resolution 4"). In accordance with provision 4 of the UK Corporate Governance Code this statement provides an update on the views received from shareholders and actions taken following a vote of 20% or more against an AGM resolution.

The Remuneration Committee ("Committee") engaged with shareholders, both in preparation for, and shortly after the AGM and was pleased to note that most shareholders supported Resolution 4 which was evident from the voting outcome. Specific feedback has also been sought from the minority of shareholders who voted against Resolution 4.  

The small amount of feedback received related to the vesting outcome on the 2020 Performance Share Plan ("PSP") grant.  This minority of shareholders said that they felt that the Committee should have applied a discretionary downward adjustment to the performance-based vesting outcome to take account of the fall in share price at the time of grant in 2020 and the effect of this on the number of shares granted. Also, they felt that the explanation provided in the Remuneration Report could have been enhanced to assist shareholders' assessment of the vesting outcome decided by the Committee. 

The Committee had provided an explanation in the Remuneration Report of the reasons for not applying a downward adjustment, including that the Committee had already exercised discretion to award zero annual bonuses for 2020 and to hold the 2020 PSP grants at the same percentage of salary as in 2019 rather than the higher level approved in the 2020 Policy vote.  Applying a reduction to the vesting outcome in addition to the restraint already referred to above, risked damaging the credibility of the PSP also bearing in mind that no reciprocal upward adjustment could have been made in a previous year when the share price had 'spiked' at the time of grant resulting in a reduced number of shares being awarded.

The Committee is grateful for the feedback received from those shareholders who responded.  The Committee's view is that it acted in the best interests of the Company and its stakeholders in not applying a downward adjustment to the performance-based vesting outcome.   However, the Committee will keep in mind the views expressed by shareholders on this issue and will consider prior to grant whether any adjustment to the grant size of awards should be made and will aim to improve its communication in this regard.

The Board will continue to engage with shareholders and their representative bodies in line with our normal practice and will reflect their feedback, as appropriate in the 2023 Directors' Remuneration Report.

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