Real lives,

real advice

St. James’s Place Annual Report and Accounts 2025

Real lives, real advice

In 2025 we shared fresh insight through

our second Real Life Advice report series,

which explores the when, what and how of

accessing financial advice, and the impact

it can have on people’s lives and personal

wellbeing. The report’s findings are brought

to life through the diverse experiences of our

clients and advisers.

Find out more about our research

sjp.co.uk/real-life-advice

Over a million clients trust us to help them navigate a complex

and turbulent world so they can enjoy life, feeling supported

at every stage. Our Partnership approach provides them with

personal advice to make the most of their options, backed by

scale and expertise to secure their goals.

About this report

This Annual Report and Accounts provides

information on our operating and financial

performance for 2025, and provides detail

on our strategy and corporate governance.

Throughout this report you will find

indicators to additional content, data

and insights, denoted by these icons:

Additional content in this report

Additional content from external sources

Reporting suite

Our wider reporting suite provides

additional information and disclosures,

including our sustainability report. These

are available online in the shareholders

section of our website.

Our reports, presentations and webcasts

sjp.co.uk/shareholders/reports-

presentations-webcasts

What we do

We’re the UK’s leading provider of advice-led wealth management.

We provide over one million clients with financial advice, long-

term investment products and investment management as part

of a single service.

Why we are here

Our purpose is to empower clients with invaluable advice to realise

bolder ambitions. Our client focus and collective, unwavering belief

in the value of advice is what drives everyone in the SJP community.

Our business model on page 08

How we deliver

We deliver invaluable advice to clients through our Partnership of

4,934 financial advisers, the largest network in the UK. They build

long-term, trusted relationships with clients, helping them to

navigate through every stage of their life journey.

Our strategy on page 15

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Strategic report

Governance

Financial statements

Other information

Contents

Chair’s report 04

Market overview 06

Business model 08

Our equity story 12

Chief Executive Officer’s report 13

Our strategy 15

Our stakeholder engagement 20

Section 172(1) statement 22

Chief Financial Officer’s report 23

Financial review 26

Risk and control management 33

Our responsible business 39

Non-financial and sustainability

information statement 52

Approval of the strategic report 53

Corporate governance report 55

Leadership and purpose in action 56

Our Board of Directors 56

Our governance framework 59

Decision-making within our framework 60

The operation and dynamics of our Board 61

Roles and responsibilities 61

Our Board in action 63

Composition, success and evaluation 65

Continued development of our Board 65

Report of the Group Nomination

and Governance Committee 68

Report of the Group Audit Committee 71

Report of the Group Risk Committee 80

Report of the Group Remuneration Committee 84

Directors’ report 121

Statement of Directors’ responsibilities 126

Independent Auditors’ report to

the members of St. James’s Place plc 128

Consolidated financial statements prepared

under International Financial Reporting

Standards as adopted by the United Kingdom 135

Notes to the consolidated financial

statements under International

Financial Reporting Standards 139

Parent Company financial statements

under Financial Reporting Standard 101 194

Shareholder information 201

How to contact us and our advisers 202

Aligning our progress with

recognised frameworks 203

Full emissions disclosure 207

Glossary of alternative

performance measures 208

Supplementary information: Cash result 211

Glossary of terms 213

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Gover nance

Financial statements

127

Other information

200

Strategic report

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Other information

Highlights of the year

Our business performance in 2025 has been strong from both an operational and a financial perspective. This is testament to the strength

of the relationships our advisers have with clients, the invaluable advice they provide, and the long-term nature of our client proposition.

£220.0bn

Funds under management (FUM)

Up 16% from £190.2 billion at

31 December 2024

Funds under management Clients Strategic progress

1,037,000

Number of clients

2024: 1 million+

 Implemented our simple,

comparable charging structure,

with advisers and clients

successfully adapting to it

 Good progress made with

our review of historic ongoing

service evidence and our cost

and efficiency programme

 Launch of Polaris Multi-Index

fund range in October, which

grew to over £1 billion in funds

under management by the

end of the year

94.9%

Client FUM retention rate

2024: 94.5%

77%

Client advocacy

2024: 79%

Financials

£531.4m

IFRS profit after tax

2024: £398.4 million

£462.3m

Underlying cash result

Up 3% from £447.2 million in 2024

Employees

ESG ratings

90%

Core UK employee retention rate,

excluding redundancies

2024: 93%

1 Our client FUM retention rate is calculated allowing

for surrenders and part-surrenders. It excludes

regular income withdrawals and maturities.

2 The Underlying cash result is an alternative

performance measure (APM). The glossary of

alternative performance measures defines this

APM and explains why it is useful. The Underlying

cash result is reconciled to International Financial

Reporting Standards (IFRS) in the financial review.

3 Client survey results from 19,300 responses

throughout 2025. See our responsible business

section for further information on the client survey.

4 As of June 2025, St. James’s Place Plc received an

ESG Risk Rating of 15.3 from Sustainalytics and was

assessed to be at low risk of experiencing material

financial impacts from ESG factors. See full

Sustainalytics disclaimer on page 204.

5 In 2026, St. James’s Place plc received a rating of AAA (on

a scale of AAA-CCC) in the MSCI ESG Ratings assessment.

See MSCI disclaimer statement on page 204.

12.4%

Net investment return as

percentage of opening FUM

2024: 10.5%

2021 2022 2023 2024 2025

£154.0bn

£148.4bn

£168.2bn

£220.0bn

£190.2bn

Overall percentile

rank: 92%

ESG risk rating: Low

MSCI ESG rating: AAA

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

2021 2022 2023 2024 2025

90%

78%

79%

77%

79%

Strategic report

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Other information

Find out more in our Real Life Advice

Report sjp.co.uk/real-life-advice

95%

of people receiving ongoing financial

advice say it helps them reach and

stay on track against their goals

Find out more about the value

of financial advice on page 09

Real advice

that enabled Adam

to stay ahead of

the game

18-year-old Adam Maca recognises that boxing isn’t a

long career. Long-term financial planning has helped

Adam understand and plan a financially secure

position for retirement.

Watch and read Adam’s and other stories

sjp.co.uk/client-stories

Strategic report

Chair’s report 04

Market overview 06

Business model 08

Our equity story 12

Chief Executive Officer’s report 13

Our strategy 15

Our stakeholder engagement 20

Section 172(1) statement 22

Chief Financial Officer’s report 23

Financial review 26

Risk and control management 33

Our responsible business 39

Non-financial and sustainability

information statement 52

Approval of the strategic report 53

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Chair’s report

Focused on delivery…

We have made good progress

in 2025, repositioning the

business to maximise the

significant opportunity in the

wealth management market.

Our key focus has been on delivery of the

change programmes we outlined last year.

The Board’s oversight has been important

in ensuring alignment with the Group’s

objectives and stated purpose and making

sure we performed well for our stakeholders.

Our refreshed Executive team has completed

significant programmes of work, including

the successful implementation of our

simple, comparable charging structure

and our organisational redesign. These

and other projects have been completed

whilst maintaining sound underlying

business performance that demonstrates

the power of our proposition and the need

for financial advice.

The Board and governance

Helen Beck and Penny James joined the

Board during 2025, succeeding the chairs of

the Group Remuneration and Risk Committees

respectively. Both have brought experience

and diverse perspectives to the Board, gained

during their extensive executive and non-

executive careers. We have also seen the

membership of the Group Executive Committee

refreshed in the last 18 months. The Board has

welcomed the new executives and will be

closely overseeing both their performance

and the establishment of future succession

plans to ensure we build a strong pipeline of

potential future executives.

Rosemary Hilary retired from the Board at

the end of 2025, and I would like to express

the Board’s gratitude for her important

contribution over the last few years. I am

delighted to also welcome Evelyn Bourke,

who will be joining the Board on 1 March 2026.

More detail on succession planning and the

appointment process can be found in the

report of the Group Nomination and

Governance Committee.

The Board believes that a healthy culture,

underpinned by good governance, is

essential if SJP is to deliver the right outcomes

for stakeholders. Good governance is the

Board’s responsibility. We want to ensure a

performance-oriented culture, but also one

that involves transparency and accountability

throughout the business. During 2025, the

Board has strengthened our governance

framework by establishing clearer rules and

guidelines, and supporting employees to

understand and embrace the benefits

of effective governance.

“During the year the Board has played a

key oversight role in the delivery of change

at SJP, ensuring alignment with our

objectives and purpose.”

Paul Manduca

Chair

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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…aligned with our objectives and purpose

The Board’s priorities and our strategy

There have been significant government

and regulatory interventions in 2025 to

improve consumer access to retail investing

opportunities, and many of these developments

will start to be delivered publicly from 2026.

The Board believes that SJP has an important

role to play as the leading wealth manager

in the UK and we have proactively engaged

in programmes of work such as the Advice

Guidance Boundary Review, reform of risk

warnings, and the UK Retail Investment

Campaign. We are determined that even

those who do not receive or cannot afford

financial advice should be helped to make

better financial decisions, which will see them

become more financially resilient. However,

we still see a significant opportunity for more

people to receive financial advice to help

them navigate a complex world and plan

for their financial futures.

We believe that the refreshed strategy we

outlined last year will enable us to strengthen

our support to advisers and existing clients,

as well as helping us reach more people in

need of advice. Overseeing the delivery of

that strategy, as we move from the ‘Strengthen’

to the ‘Amplify’ phase, remains a key priority

and focus of the Board. See our ‘Strategy at a

glance’ summary on page 15 for further detail.

How we lead, govern and incentivise our

people directly impacts and influences

outcomes for our stakeholders, most notably

clients. Alongside the enhancement of our

governance framework there has been

considerable focus on our people. Listening

carefully to colleagues helps us gain a deeper

understanding of their working experience,

influencing our approach to areas such as

diversity, equity and inclusion. The perception

is often that the financial services sector lacks

diversity. We know there is much still to do,

but the make-ups of our Board and executive

team now better reflect our workforce, the

Partnership and our client base.

Shareholder returns

Shareholder returns proposed by the Board

for 2025 are in line with our current guidance

that the ordinary shareholder payout will be

set at 50% of the full-year Underlying cash

result. Alongside ordinary shareholder returns

we are returning amounts released from our

Ongoing Service Evidence provision during

the year.

In addition, I’m pleased that the Board has

been able to update our shareholder returns

guidance for the 2026 financial year and

beyond, a year earlier than originally planned.

From 2026, the Board intends to return 70%

of the full-year Underlying cash result to

shareholders.

Full details of shareholder returns for 2025,

2026 and beyond, can be found in the

Chief Financial Officer’s report.

Concluding remarks

I would like to express my thanks to the Board

and management for their continued support

and hard work during 2025. On behalf of the

Board, I would also like to express gratitude

to our advisers and employees for their

continued strong performance. Although

I have touched upon some of the key areas

of the Board’s activity in 2025 above, I would

also encourage you to read the corporate

governance report, which provides more

detail. I look forward to welcoming

shareholders to this year’s Annual General

Meeting, which will be held in Cirencester

on 30 April 2026.

Paul Manduca

Chair

24 February 2026

2025 key Board priorities

 Launch of the Group’s simple,

comparable charging structure

 Our organisational redesign

and broader cost and

efficiency programme

 Ongoing Service Evidence

programme delivery

2026 key Board priorities

 Strengthening our fundamentals

to prepare for the move to our

‘Amplify’ phase of strategy

 Evolution of our Group culture,

becoming more performance-

focused

 Oversight of client proposition

developments to further drive

good client outcomes

See the Corporate Governance Report on

page 55 for more insights into the Board’s

key highlights, activities and our

compliance with the UK Corporate

Governance Code 2024

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Market overview

UK consumers need help to make better financial decisions…

The UK wealth management market is large and growing…

There are three key gaps shaping the wealth management landscape.

Investment

gap

Too many UK consumers hold excessive

amounts of wealth in cash, rather than

investing for the long term. Barclays

estimates that there is over £600 billion

of excess cash which could be invested,

and this total is growing. It means

households miss out on the potential

for higher returns, and they are exposed

to greater inflation risk. This investment

gap is driven by:

 A lack of understanding about the

need to take risk to achieve higher

returns

 UK consumers exercising caution

when it comes to their finances.

Advice gap

During 2024 only 9% of UK adults received

regulated financial advice. There are many

more who would benefit from advice, but

are unable to access it. This advice gap is

exacerbated by a shortfall in the number

of financial advisers in the UK and

increasing demand for financial advice to

help consumers navigate a complex world,

characterised by:

 Geopolitical and macroeconomic

uncertainty

 The proliferation of investment

information available to consumers

 Tax and pension planning complexity.

Retirement

savings gap

The long-term shift from defined

benefit pension schemes to defined

contribution schemes means that

many people are not setting aside

enough money for a comfortable

retirement. This is known as the

retirement savings gap, and it has

stark consequences. Per a recent

Scottish Widows report:

 39% of people are on track for a less

than minimum lifestyle in retirement

 27% are concerned they will need

to work for longer than they would

like to ensure they have sufficient

savings

 15% do not expect ever to be able

to retire.

Growth

opportunities

The Government and FCA –

alongside the wider industry – are

committed to addressing these gaps

as policy priorities, adding stability

to the market.

£3.5tn

in invested assets

+ =

£2.1tn

in cash savings

£5.6tn

Total, expected to grow

c.6% annually to 2030

1 Invested assets includes bonds, equities, mutual funds, DC pensions

(in accumulation) and other invested assets. Cash savings includes time

deposits, sight deposits and NS&I accounts. Source: Global Data, ONS

Reports, Investment Association report, Statista, NS&I, Bank of England.

£614bn

of excess cash held

by UK consumers

of UK adults received regulated

financial advice in the 12 months

to May 2024

39%

of people are on track for a less than

minimum lifestyle in retirement

2 Barclays, ‘UK investment gap swells

to over £610 billion’, 15 September 2025. 3 FCA’s ‘Financial Lives’ May 2024 survey. 4 Scottish Widows’ Retirement Report, 2025.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Market overview

…creating growth opportunities for our advice-led business

We are the UK’s leading advice‑led

wealth manager with a trusted brand…

The gaps in the landscape provide significant growth opportunities for our business

and we are capitalising on these opportunities.

Opportunity presented

by the investment gap

Redirecting even a portion of

over £600 billion of excess cash

into productive investments

represents a major opportunity

to help UK consumers make

better financial decisions,

and to grow our business.

How we’re addressing

the opportunity

 Through the Partnership we are

educating and coaching clients

on the need to invest to grow their

wealth, and we provide an end-to-

end service to advise, manage, and

protect their wealth

 Continuing to champion investing

through advertising, media

appearances and proprietary

research

 Participating in the Investment

Association-led Retail Investment

Campaign, and the industry working

group on risk warnings prior to

making an investment.

Opportunity presented

by the advice gap

As the largest provider of advice-

led wealth management in the

UK with 4,934 advisers, we are

ideally placed to grow our client

base, providing financial advice

to help more people to secure

their financial futures.

How we’re addressing

the opportunity

 We are providing superior support

to our 4,934 advisers to ensure they

can work as productively as possible,

enabling them to support more clients

 Training the next generation of financial

advisers in the UK through our award-

winning Academy, the largest adviser

training programme in the country

 Continuing to raise our profile and

champion financial advice

 Supporting the FCA’s Advice Guidance

Boundary Review work, constructively

engaging in consultations on targeted

support to ensure it’s designed as a

useful tool to help consumers make

better financial decisions.

Opportunity presented

by the retirement

savings gap

Pensions are a core part of our

business, making up over 50% of

our funds under management.

Our advisers help clients to

understand what they have

saved, bring pension pots

together, and create a plan for

a sustainable retirement every

day, and so we are ideally placed

to help more people plan for a

comfortable retirement.

How we’re addressing

the opportunity

 The investment and advice gaps

fuel the size of the retirement savings

gap, and so all measures set out

to enable us to capitalise on the

investment and advice gap

opportunities equally apply here.

Competition

Alongside the significant market

opportunities, we are aware of evolving

competitive dynamics. There are a wide

range of different options available to

consumers looking to manage their wealth,

from D2C platforms to banks keen to

expand their financial advice capabilities

to insurance companies. Digital-led offerings

are increasingly available, and AI usage to

help manage and plan financial affairs is

on the rise. These solutions can effectively

serve segments of the market, particularly

those with simpler financial affairs or those

with lower amounts of investable assets.

Our strength remains holistic financial advice

built on trusted, long-term relationships,

primarily helping those with more complex

or higher value financial affairs. The human

element is very important here, adding

material value to clients. We focus on

ensuring that our advisers have the digital

and AI tools needed to best serve their

clients, using technology to strengthen

relationships between advisers and clients

- not replace them.

The market is seeing increased consolidation

of independent financial advisers and

smaller advice firms, in part due to the

increased regulatory expectations for

advice firms which require significant time

and resource to meet. This increases barriers

to entry for new players, as does the fact

that holistic financial advice is people-led:

building a scale workforce of advisers

is challenging, underlining the value of

our Partnership.

+20%

Serving over 20% of UK

adults who receive advice

c.10%

Managing c.10% of all

advised invested wealth

1 FCA’s ‘Financial Lives’ May 2024 survey, SJP client data.

2 Global Data, ONS Reports, Investment Association

report, Statista, NS&I, Bank of England, SJP FUM data.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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‑

Clients

We empower clients

with invaluable

advice to realise

bolder ambitions

Business model

We have a distinct and successful business model

Our advice‑led wealth management business…

…and strategic focus…

Underpinned by a risk-aware culture, an effective control environment,

rigorous governance and a responsible business mindset

Our strategy provides a clear path

forward so we can drive great outcomes

for our clients and all our stakeholders.

It is underpinned by our purpose –

to empower clients with invaluable

advice to realise bolder ambitions –

which is what drives everyone in

the SJP community. This strategy

is based on four pillars, and sees

us strengthen our fundamentals

and drive sustained growth.

Brilliant Basics

Differentiated

Client Proposition

Leading Adviser Offering

Performance Focused

Organisation

Read more about our strategy

on pages 15 to 19

Our clients

An end-to-end,

integrated proposition

focused on great

long-term outcomes

94.9%

FUM retention

rate in 2025

(2024: 94.5%)

Our Partnership

Superior support to build

great businesses over the

long term, and realise

their value

4,934

advisers

(2024: 4,920)

Our employees

Empowered and engaged

colleagues who build

responsible relationships

66%

employee

engagement

(2024: 72%)

Society

Create a positive and

lasting impact on the

world around us

£6.7m

raised in 2025 for

the St. James’s Place

Charitable Foundation

(2024: £9.0 million)

Our shareholders

Long-term sustainable

growth in funds under

management and

financial results

£462.3m

Underlying cash

result in 2025

(2024: £447.2m)

1 The metrics which contribute to the employee engagement

score have changed year on year.

2 With Company matching.

…creates benefits for our stakeholders

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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The value of financial advice

Our advisers build long-term relationships with clients to understand

their needs and ambitions, providing them with invaluable advice and

building a holistic financial plan that keeps them on track for the future.

With ongoing advice, our advisers review clients’

financial plans and help them to:

 Plan for what matters – whether that’s

a comfortable retirement, helping family,

or protection from the unexpected.

 Make more of their money – by matching

clients’ investments to their goals.

 Keep more of what they earn – by making full

use of financial products and tax allowances.

 Stay on track – when markets wobble or

there’s Budget speculation, advisers remind

clients why they’re investing and stop them

making knee-jerk decisions. Our recent

Real Life Advice Report found that 95% of

individuals say that taking ongoing financial

advice helps them stay on track.

Research suggests that people who receive

financial advice are typically better off than

those who do not receive financial advice.

Financial advice supports financial wellbeing,

and peace of mind, and can help turn people

in the UK from savers into investors. This is

critical given the long-term outperformance

of risk-based investing compared to cash

and savings rates.

As well as measurable financial benefits,

advice also provides the reassurance of

knowing that your savings are working

hard for you and your loved ones.

How we are driving awareness of financial advice through

leading the conversation in UK wealth management

Promoting financial advice

Using our position as the UK’s leading advice-led

wealth manager, we champion financial advice

and the wide-ranging benefits it provides. The

more people understand the value of financial

advice, the more the advised wealth market

will grow, which is positive for the industry and

the UK economy as a whole.

During 2025 we shared fresh insights into the

benefits of financial advice through the second

iteration of our Real Life Advice Report. This

proprietary research explored topics including

the role of advice in providing confidence and

optimism in an uncertain world, and shaping

the financial relationships of the future.

Working with Government and regulators

By leveraging our expertise and building trusted

relationships with policy stakeholders, we give

SJP a voice at the table on issues that matter

to us and to society. This helps us to shape the

public policy agenda, mitigate risks, and drive

meaningful change to the benefit of wider society.

A top policy issue impacting the wealth

management sector is how best to address the

advice gap. We have played an integral role on

the Advice Guidance Boundary Review industry

working group, including participating in the

FCA-led targeted support sprint this year, and

we continue to engage constructively with

consultations as plans take shape.

We are strong advocates of financial advice… …and champion closing the investment, advice

and retirement savings gaps

40%

of consumers who don’t invest say a lack

of knowledge is a key barrier to investing

95%

of people say that taking financial advice

helps them stay on track

93%

of investors believe having a human to talk

to is extremely important

91%

of people say financial advice they

received was helpful in managing their

money

1 Examples include: Vanguard, Quantifying Adviser’s

Alpha in the UK: Putting a value on your value, June

2025; What it’s worth – revisiting the value of financial

advice, ILC, November 2019.

Business model

Financial advice

2 FCA, PS25/22.

3 Real Life Advice Report 2025.

4 Client Connect: The Vanguard Advice Survey 2025.

5 The Lang Cat, The Advice Gap 2025.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Core product range

Long-term investment products

Business model

We offer a broad range of long-term investment products designed to support our clients throughout their financial journey.

These enable our advisers to deliver comprehensive financial planning tailored to individual needs and life stages.

Discretionary fund

management (DFM)

For clients with more bespoke investment

needs, we offer discretionary fund

management services. These provide

a more personalised approach to

investment management. While DFM

assets are included in our FUM, they

are managed distinctly from our core

investment management approach.

Complementary

solutions

To ensure our advisers can deliver

truly holistic financial planning, we

also offer access to a curated range

of third-party products from outside

the SJP Group. These include:

 Mortgages

 Life insurance

 Banking services

 Specialist tax-advantaged

investments, such as Enterprise

Investment Schemes (EIS).

Investments in these third-party

products do not form part of our FUM,

but they play a vital role in helping

clients achieve their broader financial

objectives.

Pensions

Designed to help clients build savings

for retirement in a tax-efficient manner.

Investment bonds

A flexible investment option, often

used as part of tax planning strategies.

Individual Savings

Accounts (ISAs)

A simple and tax-efficient way to

invest, with easy access and transfer

options.

Most of these products are structured within tax-efficient wrappers, helping clients

make the most of available tax reliefs while growing their wealth. When clients invest in

these products, their assets become part of our funds under management (FUM), which

are managed through our distinctive investment management approach (outlined on

page 11).

Unit trusts

Typically used within stocks and

shares ISAs, or independently, for

clients seeking medium- to long-

term growth and income.

SJP advisers

Access to our core products is exclusively through SJP advisers. This ensures clients receive

expert financial planning advice and invest in solutions that align with their long-term financial goals.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Long-term investment products Investment management

Business model

We build investment solutions. As the main driver of both opportunity and risk, asset allocation is the cornerstone of our process. We then select

who we consider to be the best investment managers from around the world, bringing together their expertise and our own to create our funds.

This creates our

range of solutions

Funds of funds

Polaris, Polaris Multi‑Index & InRetirement

 Client investment is made into a single

fund which invests in other funds. These

are ready-made packages of our most

sophisticated investment thinking.

 The funds are automatically rebalanced,

ensuring that asset allocations remain

aligned to the investment objective and

the risk profile remains consistent.

Individual funds

Building blocks

 Client investment goes into individual funds

covering anything from UK stocks to global

smaller companies.

 Some use one manager, others several

managers working together.

 These can help target very specific

investment goals or markets – on their

own or as part of a portfolio.

We are…

Builders of solutions

We offer diversified multi-asset funds and

portfolios. These are carefully constructed

with our disciplined asset allocation,

expert fund manager selection and

robust governance.

Experts selecting experts

Our reach and research mean we can

access a deep bank of world-class fund

managers – no matter where they

are based.

Focused on choice and value

Leveraging our position as one of the UK’s

largest wealth managers, we offer our

clients a range of competitively priced

investment options spanning regions,

asset classes, investment styles and

outcomes.

What we do…

 We design portfolios suitable

for clients’ long-term objectives.

 We decide which asset classes

to invest in over time.

 We select the strategies and

managers to populate our portfolios.

 We adhere to a strong, robust

and repeatable process.

Our core principles

All of our funds and solutions are built using a set of core principles.

These are the foundation of all our investment decisions.

Client focus

Meeting client goals is the

cornerstone of everything we do.

Diversification

Providing exposure to different

asset classes and strategies

improves portfolio outcomes.

Active views

Evidence-based, active decisions

can improve client outcomes.

Discipline

Understanding and managing

behaviour is critical to long-term

investment success.

Our portfolio construction

Top down

Asset allocation

Bottom up

Select

Monitor

Change

Opportunity – and risk – comes from what

we invest in and where we invest. Short-term

events and noise can distract. This is why

we take a longer view of markets, formed

by many factors, led by valuations.

We use external managers from around the

world. We have relationships with some 50

different fund groups based in the UK, Europe,

Asia and the US. We place a significant emphasis

on the investment philosophy, process, people

and culture of the firms we select.

Polaris 1 - 4

each outperformed

their IA sector

benchmark over

three years to

31 December 2025

£1bn+

FUM in Polaris

Multi‑Index

two months post

launch

1,000+

Third‑party

investment manager

meetings in 2025

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Our equity story

Why invest in SJP?

We are the UK’s leading provider of advice-led wealth management. We are continuously evolving to ensure we are best placed to capitalise on the

compelling market opportunity in our industry, as we look to help more people secure their long-term financial futures. We are positioning for further success.

Watch our video at sjp.co.uk/equity-story

Our ambitions

Leading adviser

advocacy

c.95% annual

client retention

Doubling the

Underlying cash result

between 2023 and 2030

Mid‑ to high‑single‑

digit annual FUM

growth

High‑performing,

empowered and

engaged colleagues

Established market leader of

advice‑led wealth management

operating in a structurally growing

market

 The market is forecast to grow 6% per annum compound

to 2030, supported by a growing need for advice

 We currently have a 10% market share of the £2.0 trillion

advised wealth market, and are well-positioned to

capture further growth as the trusted home of financial

advice

Highly cash‑generative,

compounding value creation via

disciplined capital allocation,

including reliable shareholder

returns

 We are returning 50% of the Underlying post-tax cash

result to shareholders for 2025

 We are increasing our ordinary shareholder returns

payout ratio to 70% of the Underlying cash result for

2026 and beyond

 See the Chief Financial Officer’s report for more

information

Strong market position

underpinned our leading

professional advice network ‑

the Partnership

 The largest professional advice network in the UK

 Comprised of nearly 5,000 advisers who collectively

service more than 1 million clients, predominantly in

the mass affluent and high-net-worth space

 The trusted, long-term relationships between clients

and advisers mean we have an unbroken track record

of delivering net inflows through the cycle

Benefitting from scale advantage

and unparalleled insight into the

evolving needs of our client base

 As the leading advice-led wealth manager in the UK

with a trusted and respected brand, we benefit from

scale advantage. This creates operating leverage

 We have the scale and capability to work alongside

leading third-parties, including technology vendors

 This is coupled with invaluable client insights gained

from working closely with the Partnership

Capital‑light asset gathering

model, ensuring sustainable

growth and capacity to invest

 This enables us to invest in our strategy to drive future

growth, for example developing our adviser and client

offerings and our technology stack

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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2025 has been a year of strong delivery and execution…

Chief Executive Officer’s report

2025 was a year defined by delivery.

We entered the year with clear

priorities and the conviction to

keep driving good outcomes for the

more than one million clients who

rely on our advice. We exit the year

stronger having delivered growth

in new business and funds under

management (FUM) alongside

making strategic progress. We

are well positioned to further

our leadership as the home of

financial advice.

Macroeconomic backdrop

2025 offered a more stable backdrop for UK

consumers, though challenges persisted.

Interest rates began to move lower, creating

a more supportive environment for long-term

planning. Equity markets reached all-time

highs, but volatility remained, influenced

by global trade tensions and uncertainty

around UK fiscal policy. With household

budgets still under pressure from elevated

living costs and the economic outlook

uncertain, consumer confidence has been

fragile. In this environment, many individuals

sought reassurance and clarity through

professional financial advice, reinforcing the

value of trusted relationships and disciplined

financial planning.

Operating performance

We achieved strong operating performance

in 2025. Gross inflows of £21.9 billion were 19%

higher than 2024, reflecting strong underlying

demand for financial advice and a healthy

level of engagement between our advisers

and clients. Retention improved to 94.9%,

despite being impacted in the latter part

of the year by heightened short-term

withdrawals linked to pre-Budget speculation

around pensions tax-free cash allowances.

Net inflows were £6.2 billion for the year,

representing 3.2% of opening FUM.

Investment outcomes

Our investment approach continued to deliver

for clients. In 2025, performance across our

range of funds represented an investment

return of 12% of opening FUM net of all charges.

High valuations and concentration risk,

especially in the US market, were a concern for

our Investment team in 2025 and they remain

so heading into 2026. Through the past year,

valuations led to significant differences in

performance between regions. Because

of these differences, active management

became especially valuable and our

investment team found good opportunities in

places offering better relative value such as

Japan, the UK, emerging markets, and Europe.

The past year marked the third anniversary

of our flagship £94 billion Polaris range, which

is a great example of our capability to deliver

at scale. From their launch to the end of 2025

the four risk-rated funds (1-4) have delivered

annualised returns of 8%, 10%, 12% and 14%,

respectively, net of fund charges. We’re

delighted at the positive impact these funds,

which are exclusively available to SJP clients,

have had on clients’ financial wellbeing.

Financial performance

A strong year for operating and investment

performance was mirrored by strong financial

results. Our Underlying cash result of

£462.3 million was 3% higher than we

achieved in 2024, reflecting growth in FUM

and new business alongside disciplined cost

control, partly offset by the short-term impact

of moving to our new charging structure.

The Board is pleased that the combination

of another strong financial outcome together

with good operational and strategic progress,

has enabled us to update shareholder returns

guidance a year earlier than originally planned.

For financial year 2026 and beyond, we

intend to increase total annual shareholder

distributions to 70% of the Underlying cash

result. This is expected to comprise both

ordinary dividends and share buy-backs.

More information is set out in the Chief

Financial Officer’s (CFO’s) report.

Championing financial advice

Many UK consumers are not taking enough

investment risk or setting aside enough for

a comfortable retirement, and nor are they

receiving the professional advice that would

support them with their finances. To put this

into some context, Barclays estimates that

there is £614 billion of excess cash held by UK

individuals while Scottish Widows estimates

that 39% of people are not on track for a

comfortable retirement. Yet only 9% of adults

in the UK are taking financial advice today.

These issues are widely recognised by the

government, regulators and the wealth

management industry. Helping people to

invest and grow their finances, represents

a major opportunity for our industry. As the

clear market leader, we have the scale,

expertise, experience and trusted brand

to lead real, positive change for the UK.

“Our achievements in 2025 are a

testament to the enduring and growing

need for what we provide – trusted

financial advice - delivered through

our unique Partnership model.”

Mark FitzPatrick

Chief Executive Officer

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…and we look to the future with confidence

Chief Executive Officer’s report

We are passionate advocates for holistic

financial advice and the wide-ranging benefits

it brings, although we recognise that it is not

available or appropriate for all. As a result,

we support other initiatives which aim to help

consumers make better financial decisions.

We have constructively engaged in consultations

and industry discussions on the targeted

support measures within the FCA’s Advice

Guidance Boundary Review, and we are pleased

to be part of the Investment Association-led

UK Retail Investment Campaign, which aims

to get consumers’ money working harder by

promoting the benefits of retail investing.

We are also continuing to use our voice

to share proprietary insights through our Real

Life Advice and Financial Health reports. These

help us drive positive debate around personal

finances, and the range of invaluable

solutions available to people today.

Strategic delivery – strengthening

our fundamentals

When I first set out our refreshed strategy in

July 2024, I committed to make SJP simpler,

more efficient, and more transparent. This was

about first strengthening our fundamentals so

that we could amplify our growth ambitions

from 2027 onwards. I am pleased to report

that we made substantial progress in 2025.

1. Delivering our new charging structure

Our simple, comparable charging structure

went live from 26 August 2025. This was a

significant change that was carefully planned

and successfully executed. We now operate

with a charging structure that makes it easier

for clients to understand our charges and

assess value across our holistic proposition.

We’re very pleased with how our business and

advisers have adapted to this new structure,

and we’re excited by the long-term

opportunity it brings as we attract new

advisers and clients to the business.

2. Delivering cost efficiencies and our

Ongoing Service Evidence (OSE) programme

We progressed our multi-year programme

to reshape our cost base for the future and

remain on track to remove around £100 million

from addressable costs by 2027. During 2025,

we completed the implementation of a new

organisational design, reduced our property

footprint and began optimising our

commercial relationships with suppliers. This

has enabled SJP to become more efficient

and better structured to deliver on our growth

ambitions, alongside creating capacity to

significantly increase investment spend.

During 2025 we also made good progress with

our OSE programme, which has resulted in two

releases from the associated provision - full

details are set out in the CFO’s report. With the

business deep into the operational phase of

this complex project, we remain confident

that we will complete the exercise in 2026.

3. Delivering a broader investment shelf

We capitalised on our new charging structure

being in place by launching the Polaris

Multi-Index range of funds in October. This

range of lower-cost multi-asset funds of

funds implements our active asset allocation

expertise through index-tracking funds. They

complement our existing range of solutions,

enhancing choice for clients across risk

profiles, and have been well received by

advisers and clients. FUM in Polaris Multi-Index

surpassed the £1 billion mark by the end of

the year, only two months after launch. By

broadening our investment product shelf

we’re helping advisers in their conversations

with existing and potential clients, deepening

the positive impact they can have.

2026 priorities

As we look ahead, our focus in 2026 is on

continuing to strengthen our fundamentals

so we are ready to execute the next phase

of our strategy with pace and confidence.

This means completing our major

transformation programmes, continuing

to simplify and standardise our processes,

improving administration and embedding

more automation. This will improve client

experiences and enhance efficiency for

our advisers. We will also embed a more

performance-focused culture.

Ensuring we continue to provide a leading

adviser offering, with advisers able to build

bigger, better businesses within the SJP

Partnership than outside of it will be a key

focus. We will be evolving the range of support

we offer our 4,934 advisers by extending our

investment into trialling additional technology

tools designed to streamline processes,

reduce administrative burden, and boost

day-to-day efficiency.

We already have a range of AI-enabled and

digital tools which we’ve introduced or piloted.

These include tools which respond to questions

on our advice framework and business

submission processes. We are also rolling out

tools to capture client-adviser conversations

and turn them into structured and compliant

ready-to-use reports. In 2026 we will continue

to build on this range. The goal is simple: to free

up more time for advisers to focus on what

they do best — building trust, deepening client

relationships, and delivering personalised,

high-quality advice. This will improve the

great service they already provide to clients

and enable them to reach more clients,

growing their businesses and growing our

business. We see technology strengthening

the human relationships between clients

and advisers, not replacing them.

We have a really privileged position here.

As the market leader, we have the scale and

capability to work alongside leading global

technology vendors as we leverage their

expertise. We are combining this with the

practical, end-user focused insight that only

we can get from working day in, day out with

nearly five thousand advisers across the UK.

While the ‘Amplify’ phase of our strategy

formally begins from 2027, we will selectively

accelerate elements of this work where we have

capacity. In 2026, this includes refreshing our

cash proposition for clients and enhancing our

high-net-worth proposition to offer a dedicated,

bespoke service to clients in that space.

Summary and outlook

2025 was a year of significant progress for SJP.

We strengthened and improved our business

for the future and delivered growth in new

business, growth in FUM, and growth in the

Underlying cash result. At the same time

we delivered strong returns for our clients.

Our achievements in 2025 are a testament to

the enduring and growing need for what we

provide – trusted financial advice – delivered

through our unique Partnership model. They

are also testament to the unwavering effort

and commitment of everyone in the SJP

community, to deliver for clients and position

the business for continued success.

We look to the future with confidence.

While the external consumer outlook remains

uncertain, the changes we have already

made to our business, combined with our

focus to strengthen and grow SJP over the

long term, means we are well positioned to

capture the structural market opportunity

ahead and deliver for all our stakeholders

in 2026 and beyond.

Mark FitzPatrick

Chief Executive Officer

24 February 2026

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Our strategy

Strategy at a glance

Our purpose

How we will deliver

Our ambitions

Our strategic focus areas

To empower clients with invaluable advice to realise bolder ambitions

Brilliant Basics

Simplify and standardise our

operations, delivering excellent

client outcomes

Differentiated

Client Proposition

Enhance our client proposition,

tailoring for different client

segments

Leading Adviser

Offering

Continue to be the best

place to be a financial

adviser in the UK

Performance

Focused Organisation

Drive empowerment,

accountability and performance

across our SJP community

‘Strengthen’ 2024 to 2026 Enhance fundamentals for the future ‘Amplify’ 2027+ Elevate and expand our leading offering

Leading adviser

advocacy

c.95% annual

client retention

Doubling the

Underlying cash

result between

2023 and 2030

Mid‑ to high‑

single‑ digit

annual FUM

growth

High‑performing,

empowered

and engaged

colleagues

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Our strategy

Brilliant BasicsBrilliant Basics

Our aim

Our approach

To simplify and standardise our operations,

ensuring we deliver great outcomes for our clients.

Streamlining core processes

We’re working to improve the efficiency and accuracy of administration, aiming to get

it right first time. This involves better integrating our technology stack and simplifying

and standardising our processes, making routine tasks easier for clients and advisers.

Enhancing data capabilities

By investing in our data infrastructure, we’re unlocking the potential of our rich

data universe to generate smarter insights and enhance decision-making.

Championing our industry

We continue to play a leading role in shaping the future of UK wealth management.

We are passionate advocates for financial advice and the value it brings.

Delivering for our stakeholders and maintaining our leadership in UK advice-led wealth

management means doing the basics brilliantly. This commitment underpins a range

of initiatives focused on continually improving how we serve both clients and advisers.

Key areas of focus include

Brilliant Basics also includes two major programmes central to the ‘Strengthen’ strategic phase:

 Our simple, comparable charging structure: Making our fees easier to understand and

compare, supporting transparency and trust.

 Reviewing evidence of historic client servicing: Ensuring records reflect the high standards

of service we expect to deliver for our clients, and refunding clients where appropriate.

These initiatives lay the groundwork for the ‘Amplify’ strategic phase, which we will focus on

more as 2027 approaches. By strengthening our foundations now, we’re building the capacity

to grow and innovate in the years ahead.

Progress during 2025

 We implemented our new simple, comparable charging structure in August,

after almost two years of work on this significant project. The new structure

delivers many benefits, for example enabling the launch of our Polaris

Multi-Index range of funds in October.

 We made good progress in our historic client service evidence review, getting

deep into the operational phase of this complex programme. During the year

we released £109.5 million (before tax) from the provision held against this

work. For further information see the Chief Financial Officer’s report.

 We strengthened our brand awareness by deepening our media and

advertising engagement, expanded the reach of our Sky Arts sponsorship,

and shared fresh insights through our second Real Life Advice Report series.

 We joined 18 leading firms to launch the UK Retail Investment Campaign, a

landmark initiative to reshape how Britons think about long-term investing.

 We introduced or piloted a range of AI tools to support the Partnership by

making administrative processes more efficient. These include:

– Tools which respond to questions on our advice framework and business

submission processes

– Meeting intelligence capabilities that transcribe and summarise client

conversations.

 We started to simplify processes, acting on feedback from the Partnership.

Areas of focus for 2026

 Complete our historic client service evidence review.

 Improve our technology stack to enhance client and adviser experiences,

for example through better integration of our systems.

 Elevate the value of financial advice delivered by the Partnership

by sharpening our brand presence, increasing proactive media

engagement, and continuing our sponsorship of Sky Arts.

£109.5m

Pre‑tax release from Ongoing

Service Evidence provision

in 2025

Over 100%

Year‑on‑year increase

in corporate and Partner

website traffic

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Retail

(<£10 0k)

Mass

Affluent

(£100k–£2m)

HNW

(£2m–£10m)

Ultra HNW

(£10m+)

16%

80%

14%

26%

10%

44%

Brilliant Basics

Our strategy

Differentiated Client Proposition

Our aim

Our approach

To enhance our client proposition by tailoring

it to the needs of different client segments.

Broadening investment choice

We are broadening our investment product shelf to provide clients with further choice,

diversification and packaged solutions that support great long-term outcomes.

Enhancing digital engagement

We are developing our digital channels to give clients greater flexibility

in how they engage with their financial planning, and harnessing data

to deliver a more personalised experience.

Tailoring our services for different segments

We will continue to be the home of financial advice and deliver for our core

mass-affluent clients, while investing in our high-net-worth proposition to offer

a dedicated, bespoke service to clients. As an example, with enhanced administrative

and technical support to help advisers deal with more complex financial affairs.

Our clients are diverse. They range from newborns to centenarians, with varying levels

of wealth and financial goals. To enhance how we meet their needs, we are focused on:

Average age of clients

2024: 57

1,037,000

Number of clients

2024: 1 million+

79%

Client satisfaction

2024: 82%

FUM split by client wealth band

Market AUM SJP FUM



We successfully launched the Polaris Multi-Index range of funds, which

implement our active asset allocation expertise through index-tracking

funds. This broadened the range of investments available to clients. Just two

months after launch by 31 December 2025, these funds had attracted over

£1 billion of investment.

 We saw more than a 100% uplift in the number of clients registered to use

our client app.

 We began work to enhance our high-net-worth proposition, recruiting key

specialists to shape the proposition and establish a clear delivery roadmap.

Areas of focus for 2026

 Continue to broaden our investment product shelf to provide clients with

greater choice, with our cash solution being the next area of focus.

 Advance our digital capabilities to enable greater personalisation and

self-service, for example for clients to top up investments via our client app.

 Continue to enhance our high-net-worth proposition, including

strengthening our technical support capability, improving administrative

support and insight provision, and broadening our client events

programme.

Progress during 2025

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Our strategy

Leading Adviser Offering

Our approach

Adviser support and community

We provide practical tools and resources to help advisers work efficiently and effectively as part of a strong,

collaborative community, including:

Marketing

services to grow

their business

Technology

solutions and

cyber-security

support

Technical

training,

helplines

and drop-

in sessions

Business

checking and

regulatory

compliance

support

Coaching and

development

opportunities

Connectivity

with peers and

subject matter

experts

Our business sale and purchase (BSP) proposition

Our BSP proposition supports Partners, advisers and management teams from recruitment to retirement, helping

them to grow successful businesses and realise their value when the time comes to retire or downsize. We:

Match buyers and sellers

within the Partnership

Facilitate fair

valuations

Arrange or provide

financing for transactions

This ensures continuity for clients within the SJP ecosystem, supporting great client outcomes and retention.

Our Financial Adviser Academy

Our award-winning Academy is the largest and most comprehensive financial adviser training scheme in the UK.

It’s a key way we recruit for the Partnership given the shortfall in high-quality, qualified financial advisers in the UK.

We have trained over 50% of those across our industry who are in their first year as financial advisers.

We train individuals from diverse backgrounds, which helps to enrich the Partnership to better reflect society

and add longevity to it. At 31 December 2025, 27% of trainees were female, compared to 20% in the Partnership

as a whole. The average age of trainees is 37.

Supporting our advisers so they can focus on what matters most: building long-term, trusted relationships with

clients and delivering high-quality advice. Our leading adviser offering brings together three key elements:

Our aim

To remain the best place to be a financial adviser in the UK.

Progress during 2025

 We transitioned our Field Management team to a new

operating model focused on providing tailored support to

Partner businesses at a level appropriate to their business

size and lifecycle stage.

 We established a new performance business unit to increase

the quality and productivity of the Partnership. This provides

enhanced support to high performers and intervention for

those who need help to improve.

 We increased the transparency of our BSP proposition

by publishing quarterly reports on how the marketplace

is operating.

 We renewed our focus on bringing the Partnership together

by developing a range of regional events.

Areas of focus for 2026

 Complete our initial adviser quality and productivity

programme and embed ongoing monitoring of productivity

and quality across the Partnership.

 Continue to refine our Academy programme, providing

the best support to build a career in financial advice.

 Enhance our market-leading BSP proposition, for example

by creating a team dedicated to commercial succession

planning.

91%

Adviser retention

2024: 92%

£4.4m

Gross inflows per adviser

2024: £3.7 million

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Leading Adviser Offering Performance Focused Organisation

Our strategy

Our aim

Our approach

To drive empowerment, accountability and

high performance across the SJP community.

Embedding high performance into our culture by empowering

our people and driving clear accountability.

Maintaining disciplined capital allocation to support sustainable growth

and shareholder returns.

Optimising our cost base to create capacity for strategic reinvestment, and align

our operating model to our strategic goals. We aim to take out £100 million per annum

from our addressable cost base by 2027, reinvesting around 50% of the savings over the

next 5 years into initiatives which strengthen our business.

We are building a culture that consistently delivers great outcomes for all stakeholders.

This means:

 Completed the implementation of our organisational redesign to align

teams with strategic priorities and drive future growth.

 Secured cost savings through measures including our organisational

redesign, optimising commercial relationships with suppliers and

rationalising our property footprint.

 Demonstrated commitment to our capital allocation framework by

providing reliable shareholder returns in line with our guidance, and

returning to shareholders the full post-tax amounts released from our

Ongoing Service Evidence provision during the year. More information

about this can be found in the Chief Financial Officer’s report.

 Refreshed our senior leadership team, adding new talent and experience

and enhancing our organisational capabilities in a number of areas.

Areas of focus for 2026

 Complete our cost and efficiency programme to take out £100 million per

annum from our addressable cost base by 2027, and increase reinvestment

into our strategic initiatives.

 Develop our employees by continuing to analyse our leadership capabilities,

and enhancing succession planning and talent mapping.

 Enhance our workforce engagement programme, led by Non-executive

Board member Helen Beck, making it more dynamic by involving a rotating

cross-section of employees and Group Executive Committee (GEC)

representatives.

 Simplify our financial reporting to better align it to our simple business

model, making it easier for investors to understand.

90%

Core UK employee

retention rate, excluding

redundancies

2024: 93%

66%

Employee

engagement

2024: 72%

£313.3m

Total amount returned

to shareholders in

respect of 2025

2024: £222.7 million

1 Based on the number of shares at 31 December 2025. See the Chief Financial Officer’s report for further information.

2 The metrics which contribute to the employee engagement score have changed year on year.

Progress during 2025

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Stakeholder engagement

We are committed to delivering

performance that drives sustainable,

long-term value for our clients,

advisers, shareholders, employees,

as well as for society and other

stakeholders.

Engagement with our key stakeholders is

primarily undertaken at an operational level,

with related reporting provided to the Board to

ensure its oversight. The Board also engages

directly with stakeholders when appropriate.

This helps our Directors and the wider business

understand what matters most to each

stakeholder group, enabling that understanding

to shape the decisions we make. More detail is

provided in our section 172(1) Companies Act

2006 statement (‘section 172(1) statement’), on

page 22, which outlines the approach Directors

have taken in fulfilling their section 172(1)

duties during the year. It also sets out how

consideration of stakeholders and other

matters in the section has influenced

decision-making.

Being mindful of our impact on others and the

environment is part of our culture, led by our

Board, not just something we do to ensure

compliance with section 172(1). An example

of how consideration of the matters under

section 172(1) is embedded through our

governance framework and Board activity,

can be found in our corporate governance

report on page 60.

The following information outlines some of the

ways we’ve connected with our key stakeholders

during the year and why this matters.

Our stakeholder engagement

Why our stakeholders matter

Our clients matter because delivery of good client outcomes

is central to our strategy and purpose. Clients are at the

heart of everything we do and trust between our clients,

advisers and the Company is fundamental to how we operate

and our success. What we do is deeply connected to personal

decisions for long-term financial security and the advice we

provide is rooted in enabling clients to realise bolder

ambitions.

Our advisers matter because they are the primary interface

between our clients and the Group. Without the expertise of

our advisers, we would not be able to realise our strategic

ambitions and purpose. The invaluable advice and service

delivery that our advisers provide to clients underpins

the Group’s success. The relationships we have with

our advisers also directly impact the development

of our corporate culture and reputation as a collective.

Our shareholders matter because their expectations help

to shape our long-term direction, strategy and governance

framework. Feedback and insights that our shareholders

provide enable us to develop as a business and continue

to build trust in the market, maintaining our reputation as

a responsible, resilient and value-generative company.

Our employees matter because, alongside our advisers, they

are fundamental to our ability to deliver good client outcomes

and strong financial performance, generating long-term

value for shareholders and the sustainability of our business

for wider stakeholders. As a regulated business, the conduct

of our employees is critical in maintaining robust levels of

compliance and operating within business standards reflective

of our market position. Engagement amongst employees

shapes our culture and enables the continued embedding

of our values.

Our society (which comprises regulators, communities

and suppliers) matters because it collectively provides the

guardrails and expectations for our activities and behaviours.

The Group’s regulators are crucial for maintaining a safe market

environment to deliver good client outcomes and financial

stability, which are the cornerstones of our success. Building

strong and trusted partnerships with suppliers enhances

operational resilience and our ability to achieve our goals in

an effective and efficient way. Supporting communities is a

core principle for the Group, reflected in our commitment to

the SJP Charitable Foundation, volunteering within our local

communities and delivery of financial education programmes

to young people.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Stakeholder engagement

Stakeholder engagement in action

Stakeholder group How we engaged in 2025 Impact / outcome

Clients

During the year we have gathered client sentiment through our quarterly surveys and

through 23 primary research projects with the circa. 4,000 members of our SJP Client

community. Their feedback and experiences are utilised across the business to inform

the delivery of our corporate strategy and strategic change programmes such as the

implementation activities for the launch of simple, comparable charging, where clear

communications were essential to successful delivery.

Survey feedback indicated good client sentiment with 79%* (2024: 82%)

of clients being satisfied with their overall experience with us. Enhanced

client engagement during the development of client communications

for the launch of simple, comparable charging resulted in 72% of clients

reporting an improved understanding of the charges with 91% of clients

surveyed stating that confidence in SJP had either improved, or not

been impacted, following the client communication.

* Total positive satisfaction score (2025 annual average).

Advisers

Throughout the year, engagement with advisers was driven through a number of Partnership

communication channels, such as our Partnership intranet, Partnership Advisory Council,

webinars and newly launched quarterly townhalls. In addition, our dedicated Partnership

consultation platform continued to gauge sentiment and understand what matters to our

advisers. Face-to-face engagement opportunities were also provided, including corporate-

led and locally arranged events.

Advisers were provided with clear communication of key Partnership

priorities, the Group’s approach to risk profiling, updates on key projects

impacting advisers, and future means for engagement.

Engagement enabled the Group to develop a Partnership engagement

programme for 2026 which supports an enhanced sense of community

and stronger localised relationships.

Employees

We have actively engaged employees through initiatives designed to listen to, involve,

and connect employees. Initiatives have included townhalls, annual and lifecycle surveys,

targeted sentiment sessions, ad-hoc project support groups, Non-executive Director workforce

engagement sessions and informal touchpoints with Group Executive Committee members.

Our working groups on gender, ethnicity, and broader Diversity, Equity and Inclusion have

continued and employees were further supported by active employee networks, awareness

days and communication via our internal digital platform and intranet.

The initiatives referenced to the left have enabled employee voices to

be heard and informed our decision-making, whilst fostering a more

inclusive and connected workplace. Engagement has had a tangible

impact on shaping the Company’s culture and strategic direction.

Employee input has continued to inform the ongoing development

of our culture strategy.

Shareholders

Shareholders have been engaged and their views sought through regular meetings,

roadshows and conferences across the year, many of which involve the Chief Executive

Officer and/or Chief Financial Officer alongside the Investor Relations team. During 2025,

the Company’s top 20 shareholders were invited to meet with the Chair to discuss matters

of importance to them, such as governance and key strategic projects. In addition, the

Group Remuneration Committee chair wrote to the top 20 shareholders to consult on

proposed changes to the Directors’ Remuneration Policy. All Directors are available to

meet with shareholders after the Company’s Annual General Meeting.

Engagement with our shareholders has enabled ongoing transparency

and trusted relationships. Insights from such communication have also

supported the Board, and wider business, to gain an understanding

of the expectations and priorities of this stakeholder group. This

understanding has been reflected in considerations associated

with the decisions we make.

Ongoing communication with shareholders has also enabled strategy

to be advanced in such a way as to promote long-term value creation

and the satisfaction of investors.

Society

including

regulators,

communities

and suppliers

Engagement with society, which includes regulators, suppliers, and the wider communities

in which we operate, involves a variety of mechanisms to reach these groups. During 2025,

this included (i) public policy engagement; (ii) ongoing communication with regulators

to maintain an open and transparent flow of information and collaboration; (iii) regular

contact with new and existing suppliers through procurement activities; and (iv) contact

with communities through employee volunteering activities and our financial education

programme. This is enhanced by our ongoing commitment to and support for the

St. James’s Place Charitable Foundation.

Constructive and open relationships have been maintained with

our regulators, with strong oversight of engagement by the Board

to ensure ongoing compliance with, and embeddedness of,

matters such as Consumer Duty and solvent wind-down planning.

We continued to meet our responsibilities under the Fair Payment Code,

demonstrating our commitment to good payment practices in relation

to our suppliers.

During the year, 14,726 young people were reached through our financial

education programmes, contributing to their future financial resilience.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Our section 172(1) statement Section 172(1) matters and related disclosures

In the exercise of their duties during the year ended 31 December 2025, the

Company’s Directors confirm that they have acted in a way they consider, in

good faith, would be most likely to promote the success of the Company for the

benefit of its members as a whole. In doing so, Directors have paid due regard

to the matters set out in section 172(1) of the Companies Act 2006.

The principles underpinning section 172(1) are embedded in our culture.

Maintaining strong ongoing engagement with our stakeholders is core to the

way we operate and helps the Board to understand their views and the impact

decisions might have on different groups. Beyond our stakeholders, the other

factors in section 172(1) (a) to (f) are all key factors considered by Directors

not only when making decisions but also when discussing matters in focus

at each meeting. Our governance framework and the information provided

to the Board are important enablers of this approach.

The Board recognises that decisions can sometimes affect different

stakeholder groups in different ways. We’re committed to making balanced

decisions that respect these differences and ensure fair treatment for

those involved.

Page 59 in the corporate governance report highlights how our governance

framework and the actions of our Board apply these matters and consider

stakeholder impacts in more detail.

Our ultimate goal is to ensure that the decisions we make and action we

take drive the long-term success of the Group in a way that supports our

stakeholders and enables SJP to continue to strive towards achievement

of its purpose.

A: the likely consequences of any decision in the long term

Material proposals presented to the Board for approval are considered through the lens of long-term

strategic and financial implications, risks, and sustainability impacts. This ensures decisions are made with

a clear understanding of how they support our strategy and business model, and drive the business closer

to our purpose to empower clients with invaluable advice to realise bolder ambitions whilst delivering value

for clients, advisers, and shareholders.

B: the interests of the Company’s employees

The Board has received updates on employee engagement, culture, wellbeing and capacity during the year.

This enables the Board to understand the context of decisions it makes through the eyes of our employees.

During a period of change, as we work through our strategy to strengthen the Group, the Board has discussed

the impact on the workforce and maintained oversight of culture and employee sentiment through its

nominated workforce engagement Non-executive Director, in addition to management reporting. Insights

from the workforce engagement Non-executive Director have evolved in the year as our approach to

engagement has matured.

C: the need to foster the Company’s business relationships with suppliers, customers and others

During the year, the Board monitored client, adviser and supplier feedback and sentiment to assess client

outcomes, Partnership effectiveness and continuity of positive supplier relationships. Engagement, including

indirectly through management, enabled the Board to consider impact on these stakeholders when making

decisions relating to the introduction of our simple, comparable charging structure.

D: the impact of the Company’s operations on the community and the environment

The Board approved updates to our Unclaimed Dividends Policy to align with the Company’s articles of

association (updated in 2025). This resulted in a donation of £500,000 being granted to the SJP Charitable

Foundation. The funding enables a focus on financial wellbeing support over the next three years. This

reflects the Board’s ongoing commitment to promote financial wellbeing, and belief in its positive wider

societal impact.

The Board also reaffirmed its commitment to achieving net zero by 2050, with consideration and approval

of new interim targets to 2030. For more detail see the our responsible business section of this Annual Report.

E: the desirability of the Company maintaining a reputation for high standards of business conduct

Regular governance and performance updates relating to client and other stakeholder sentiment, and

compliance and risk reports, enabled the Board to monitor adherence to our expected standards of business

and regulatory conduct. The Board specifically considered and approved enhancements to the Group’s

governance and risk frameworks to enable continuous improvement of our standards of business conduct.

F: the need to act fairly as between members of the Company

The Board ensures that the interests of all shareholders are considered when determining dividends, capital

allocation and remuneration. Transparent communication through investor meetings and the AGM supported

fairness and accountability in decision-making.

Section 172(1) statement

Our section 172(1) statement

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Chief Financial Officer’s report

We’ve had a successful year…

I am pleased to present our

financials, with strong investment

performance and growth in new

business contributing to an

improvement in our financial

results for 2025.

Financial business model

Our financial business model is simple. When

clients choose to invest with us our FUM grows.

Our income is based on the value of FUM, and

so attracting new clients to invest with us,

retaining the investments made by existing

clients, and positive investment performance,

are key to future growth in income and

hence returns.

In late August we implemented our new

simple, comparable charging structure, which

was an important change for the business

and its financial model. Under this structure

we benefit from all charges applying from the

day that a new investment is made, and we

earn a margin on each aspect of the holistic

service we provide to clients: financial advice,

products and fund management.

This differs from our previous charging structure,

where our primary profit driver was ongoing

product charges. Most of our investment bond

and pension business did not incur these

charges for the first six years after an

investment was made. We refer to FUM in this

period as being in ‘gestation’. FUM rolls out of

gestation into ‘mature’ FUM six years after

initial investment, at which point it becomes

subject to ongoing product charges for the

first time.

Gestation FUM remains an important concept,

as all business in gestation at the point of

implementing our new charging structure

remains on the previous charging structure

until it matures six years after initial

investment. However, no new business is

added to the gestation FUM balance under

our new charging structure.

The dynamics of our new charging structure,

together with the visibility of future income

growth from maturing FUM in gestation, build

a powerful picture of how our income can

develop and compound in the medium term.

In the short term, the transition between

charging structures causes a dip in profitability,

due to lower initial and ongoing margins under

our new structure. We experienced this post

implementation in 2025, and also anticipate

it for 2026 given this is the first full year under

our new structure.

Combined with our focus on managing

expenses, whether they are fixed in nature or

vary with FUM or business levels, this supports

our ambition to double the Underlying cash

result over the period from 2023 to 2030.

Financial performance in 2025

Our FUM grew by 16% over the year to a record

£220.0 billion. This increase in FUM has driven

an increase in the income we receive from it.

Paired with continued discipline in managing

our costs and growth in new business, this has

enabled us to deliver IFRS profit after tax of

£531.4 million (2024: £398.4 million), and a

post-tax Underlying cash result of £462.3

million (2024: £447.2 million). These key

financial performance metrics are up 33%

and 3% year on year respectively, despite

over four months of the year being on our

new charging structure which attracts lower

margins. The most significant difference

between these two metrics is that releases

from our Ongoing Service Evidence provision,

which I cover in more detail shortly, are

included in IFRS profit after tax but excluded

from the Underlying cash result.

Simple, comparable charges

The implementation costs for our new

charging structure were £52.7 million post

tax in 2025 (2024: £59.5 million), bringing the

overall implementation costs incurred across

the duration of the project to £119.4 million

post-tax. This is in line with guidance that we

expected costs to come in towards the upper

end of our original guidance range of £105 to

£120 million post tax. No further charge

structure implementation costs will be

incurred in 2026.

Historic ongoing service evidence review

Mark has provided an update on this significant

programme of work in his Chief Executive

Officer’s report. From a financial perspective,

the experience we gathered in the second

half of the year means the Ongoing Service

Evidence provision stood at £272.3 million

at 31 December 2025 (31 December 2024:

£425.1 million), and we have released a

further £25.0 million from the provision on a

pre-tax basis, in addition to the £84.5 million

we released in the first half of the year.

“We have had a successful year.

We improved our financial results and

strengthened the balance sheet, whilst

returning a total of £313.3

million to

shareholders for the year.”

Caroline Waddington

Chief Financial Officer

1 Based on the number of shares at 31 December 2025.

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This brings the total released from the

provision during the year to £109.5 million

(2024: £nil). Further information can be found

in Note 18 to the IFRS financial statements.

In the post-tax Cash result, the release

in the second half of the year equates to

£18.7 million. As the creation of the provision

was a key driver in reducing returns to

shareholders, the Board has decided that

the release will be returned to shareholders

in full via a share buy-back programme.

We followed the same approach for the

£63.4 million post-tax release in the first half

of the year, with that buy-back completing

in October 2025.

Cost and efficiency programme

A key area of focus during the year has been

our cost and efficiency programme. We have

an ambition to take around £100 million per

annum before tax out of our addressable

cost base by 2027, creating capacity to invest

in our business to drive further growth and

underpinning a growing Cash result over time.

We are making good progress with the

programme. During the year we completed

our transition to a new organisational design

to ensure we have the right people in the right

places to align to our strategy and drive growth.

We also took important steps in optimising our

commercial relationships with suppliers and

rationalising our property footprint.

As anticipated, for 2025 the cost and

efficiency programme had no material

impact on our financial results, as the cost

savings we realised were broadly equal

to the cost to achieve those savings and

reinvestment spend. We remain on track

to deliver the programme by 2027.

Financial position and liquidity

Our IFRS consolidated statement of financial

position contains policyholder assets and

liabilities. To understand the assets and

liabilities that shareholders can benefit from,

these policyholder balances, along with

balances such as deferred income (DIR) and

deferred acquisition costs (DAC), are removed

in our Solvency II Net Assets Balance Sheet.

This balance sheet is straightforward, and is

analysed in section 2.2 of the financial review.

As part of our work to simplify our financial

reporting I committed to more clearly

articulating our liquidity position, given

liquidity is more relevant than capital in our

ability to provide shareholder returns. To make

this clearer we have introduced new liquidity

disclosures in section 3 of the financial review.

These demonstrate that we have total free

liquidity held at Group centre of £271.4 million

at 31 December 2025 (31 December 2024:

£148.1 million), and that we have strengthened

our balance sheet over the past year. This was

the next step in getting the balance sheet into

the position I wanted it to be in, after I put an

end to regular usage of our revolving credit

facility, and repaid our bridging loan.

I am comfortable holding this level of free

liquidity at Group centre as it provides a layer

of prudence and flexibility in how we run the

business. We will regularly review the amount

of free liquidity we hold to ensure we continue

to optimise our capital allocation priorities in

line with our capital allocation framework.

These new disclosures are the next step in

simplifying our financial reporting and making

our financial results easier to understand.

We will complete this work by evolving how

we report our financial performance, which

we plan to do for the half-year 2026 results.

We will provide full details of this in the first

half of the year.

Capital allocation

Our capital allocation framework sets out our

disciplined approach to allocating our capital

resources:

1. We will maintain a strong balance sheet,

ensuring the safety of client investments.

2. We will invest to drive organic growth,

ensuring we have the necessary core

capabilities in the business.

3. We will deliver reliable annual shareholder

returns, which are in line with guidance.

4. We will return excess capital over

and above what we need to invest

in the business at attractive returns.

We see being deliberate and disciplined in

how we manage capital allocation as critical

to ensuring we have a well-invested business

that drives returns and creates sustained

value for shareholders.

Shareholder returns for 2025

In line with our current shareholder returns

guidance, the Board expects to return 50% of

the Underlying cash result to shareholders for

2025. This equates to £231.2 million and is made

up of 18.00 pence per share in dividends, with

the balance returned through share buy-backs.

The components of this £231.2 million return,

and the additional shareholder returns as we

buyback shares using the amounts released

from the Ongoing Service Evidence (OSE)

provision during the year, are set out below.

2025 2024

£’Million £’Million

Ordinary

shareholder returns

Interim dividend

(6 pence per share) 31.9 32.8

Interim buy-back 32.1 32.9

Final dividend

(12 pence per share)

63.3 64.4

Final buy-back 103.9

92.6

Total ordinary

returns

231.2 222.7

Other shareholder

returns

Release from OSE

provision at HY25 63.4 –

Release from OSE

provision at FY25 18.7 –

Total other returns 82.1 –

Total shareholder

returns

313.3

222.7

1 2025 figure based on the number of shares at

31 December 2025.

… and move forward with increased shareholder returns guidance

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Chief Financial Officer’s report

Summary financial information

Page

reference

Year ended

31 December

2025

Year ended

31 December

2024

FUM-based metrics

Gross inflows (£’Billion) 26 21.9 18.4

Net inflows (£’Billion) 26 6.2 4.3

Total FUM (£’Billion) 26 220.0 190.2

Total FUM in gestation (£’Billion) 27 52.9 50.1

IFRS-based metrics

IFRS profit after tax (£’Million) 28 531.4 398.4

IFRS profit before shareholder tax (£’Million) 28 696.7 535.9

IFRS basic earnings per share (EPS) (Pence) 99.9 73.0

IFRS diluted EPS (Pence) 98.8 72.6

Dividend per share (Pence) 18.00 18.00

Cash result-based metrics

Controllable expenses (£’Million) 28 305.8 291.7

Underlying cash result (£’Million) 28 462.3 447.2

Cash result (£’Million) 28 544.4 447.2

Underlying cash result basic EPS (Pence) 87.0 82.0

Underlying cash result diluted EPS (Pence) 86.0 81.5

Liquidity-based metric

Free liquidity held at Group centre (£’Million) 271.4 148.1

EEV-based metric

EEV net asset value per share (£) 19.84 16.25

1 We report further information on the European Embedded Value (EEV) basis within the databook on our website

sjp.co.uk/full-year-results-2025-databook.

A complete glossary of alternative performance measures is set out on pages 208 to 210.

The Cash result should not be confused with the IFRS consolidated statement of cash flows,

which is prepared in accordance with IAS 7.

The total buy-back to commence in March

2026 will be for £122.6 million, comprising

the final buy-back for 2025 of £103.9 million

and the £18.7 million release from the OSE

provision. The £63.4 million released from the

OSE provision at half year has already been

returned to shareholders via buy-backs in

the second half of 2025, alongside the interim

buy-back of £32.1 million.

Shareholder returns for 2026 and beyond

I’m delighted that the combination of a strong

financial outcome for 2025, together with

good operational and strategic progress,

has enabled the Board to update our

shareholder returns guidance a year earlier

than originally planned.

For the 2026 financial year and beyond, the

Board intends to return 70% of the Underlying

cash result to shareholders. This will comprise:

 an ordinary dividend, which we expect will

make up at least 40% of total shareholder

returns. This is equivalent to at least 28%

of the Underlying cash result; and

 a share buy-back for the balance, subject

to the Board’s ongoing assessment of

the most appropriate mechanism for

that return.

The Board intends to pay an interim dividend

and conduct an interim share buy-back

following our Half Year 2026 results. These will

be set at a third of the prior full-year balance

for ordinary shareholder returns, excluding

buy-backs relating to releases from our

OSE provision.

Summary

We have had a successful year with strong

investment performance and growth in new

business contributing to an improvement in

our financial results. We have strengthened

the balance sheet whilst also returning a total

of £313.3

million to shareholders in respect

of the year. We will be moving forward with

an increased 70% payout ratio for ordinary

shareholder returns for the 2026 financial

year and beyond.

Caroline Waddington

Chief Financial Officer

24 February 2026

1 Based on the number of shares at 31 December 2025.

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Strategic report

This financial review provides analysis of the

Group’s financial position and performance.

It is split into the following sections:

Section 1 – Funds under management (FUM)

1.1 FUM analysis

1.2 Gestation

page 26

Section 2 – Performance measurement

2.1 International Financial Reporting Standards

2.2 Cash result

page 28

Section 3 – Capital and liquidity

page 31

Section 1 – Funds under management (FUM)

1.1 FUM analysis

When clients choose to invest with us our stock of FUM grows. Most of our income is based on

the value of FUM, and so growth in FUM is key to future growth in income and hence shareholder

returns. Our FUM also grows through positive investment performance and is supported by high

retention of existing client investments.

During 2025 our advisers attracted £21.9 billion (2024: £18.4 billion) of new client investments

and client retention rates remained strong at 94.9% (2024: 94.5%). As a result we generated

£6.2 billion (2024: £4.3 billion) of net inflows, once again demonstrating the strength of our

advice-led business model.

Our investment management approach has continued to work well for clients, with investment

return, net of all charges, representing 12% of opening FUM (2024: 11%). This, together with net

inflows, resulted in FUM increasing by 16% to £220.0 billion (2024: £190.2 billion).

The following table shows how FUM evolved during 2025 and 2024. Investment return is

presented net of all charges.

2025 2024

Investment

bond Pension

UT/ISA

and DFM Total Total

£’Billion £’Billion £’Billion £’Billion £’Billion

Opening FUM 39.18 101.98 49.05 190.21 168.20

Gross inflows 3.02 13.86 5.00 21.88 18.41

Net investment return 4.38 13.47 5.79 23.64 17.68

Regular income withdrawals

and maturities (0.33) (4.88) – (5.21) (4.28)

Surrenders and part-surrenders (2.13) (4.49) (3.89) (10.51) (9.80)

Closing FUM 44.12 119.94 55.95 220.01 190.21

Net flows 0.56 4.49 1.11 6.16 4.33

Implied surrender rate as a

percentage of average FUM 5.1% 4.0% 7.4% 5.1% 5.5%

Included in the table above is:

 Discretionary Fund Management (DFM) FUM of £3.70 billion at 31 December 2025

(31 December 2024: £3.49 billion).

 SJP AME (Asia & Middle East) FUM of £2.28 billion at 31 December 2025 (31 December 2024:

£1.90 billion).

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1.1 FUM analysis continued

The following table provides a geographical and investment-type analysis of FUM at 31 December.

31 December 2025 31 December 2024

£’Billion

Percentage

of total £’Billion

Percentage

of total

North American equities 83.6 38% 74.9 39%

Fixed income securities 36.8 17% 31.6 17%

European equities 31.0 14% 24.3 13%

Asia and Pacific equities 30.1 14% 24.0 13%

UK equities 19.6 9% 16.0 8%

Cash 9.7 4% 6.9 4%

Other 4.5 2% 5.0 2%

Alternative investments 4.2 2% 6.2 3%

Property 0.5 0% 1.3 1%

Total 220.0 100% 190.2 100%

1.2 Gestation

As explained in our financial business model in the Chief Financial Officer’s report, due to our

previous charging structure, for most investment bond and pension business there is a significant

amount of FUM in ‘gestation’. This means it is not subject to ongoing product charges, which

were our key profit driver under the previous structure. FUM rolls out of gestation into ‘mature’

FUM six years after initial investment, at which point it transitions to our new charging structure

and becomes subject to the full range of charges.

Approximately 39% of gross inflows for 2025, after initial charges, moved into gestation FUM

(2024: 54%). All of this relates to new business written on our previous charging structure.

No new business is added to the gestation FUM balance under our new charging structure.

The following table shows an analysis of FUM, after initial charges, split between mature

FUM that is contributing net income to the Cash result and FUM in gestation which is not yet

contributing. The value of both mature and gestation FUM is impacted by investment returns

as well as net inflows.

Position as at

Mature FUM

contributing to

the Cash result

Gestation FUM

that will contribute

to the Cash result

in the future Total FUM

£’Billion £’Billion £’Billion

31 December 2025 167.1 52.9 220.0

31 December 2024 140.1 50.1 190.2

As no new business is added to the gestation FUM balance under our new charging structure,

the balance will reduce to nil over the next six years as the existing gestation FUM matures.

While it exists, gestation FUM will continue to be a material store of shareholder value that will

make a significant contribution to the Cash result in the future.

The following table gives an indication, for illustrative purposes, of the way in which gestation

FUM could mature and start to contribute to the Cash result over the next six years and beyond.

Once it has all matured, it could contribute around £300 million per annum to net income from

FUM and hence the Underlying cash result, at no additional cost.

For simplicity the table assumes that FUM values remain unchanged, that there are no

surrenders, and that business is written at the start of the year. Actual emergence in the Cash

result reflects the new charging structure, and will reflect the varying business mix of each

cohort and business experience.

Year

Cumulative

gestation FUM

maturity profile

Gestation FUM

future contribution

to the post-tax

Cash result

£’Billion £’Million

2026 6.7 38.1

2027 14.6 83.7

2028 24.2 138.4

2029 33.8 193.6

2030 43.9 251.3

2031 52.9 303.1

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Section 2 – Performance measurement

In line with statutory reporting requirements, we report profits assessed on an International

Financial Reporting Standards (IFRS) basis. The presence of a significant life insurance company

within the Group means that our IFRS financial statements can be more complex than a typical

advice-led wealth manager, and so we choose to supplement these financial statements with

our ‘Cash result’ alternative performance measure (APM) to simplify the presentation.

Information on our Cash result metric can be found in section 2.2.

APMs are not defined by the relevant financial reporting framework (which for the Group is IFRS),

but we use them to provide greater insight into the financial performance, financial position

and cash flows of the Group and the way the Group is managed. The glossary of APMs included

within this Annual Report and Accounts defines each APM used in our financial review, explains

why it is used and, if applicable, details how the measure can be reconciled to the IFRS

consolidated financial statements. It also sets out the rationale for any APM we have ceased

to report during the year.

2.1 International Financial Reporting Standards

Our IFRS consolidated statement of comprehensive income contains policyholder tax balances.

This means that our Group IFRS profit before tax includes amounts charged to clients to meet

policyholder tax expenses, which are unrelated to the underlying performance of the business.

To get to a position which better reflects the underlying performance of the business, we focus

on IFRS profit before shareholder tax as our pre-tax metric. This APM is IFRS profit before tax less

policyholder tax:

Year ended

31 December

2025

Year ended

31 December

2024

£’Million £’Million

IFRS profit before tax 1,335.2 1,049.1

Policyholder tax (638.5) (513.2)

IFRS profit before shareholder tax 696.7 535.9

Shareholder tax (165.3) (137.5)

IFRS profit after tax 531.4 398.4

IFRS profit before shareholder tax improved year-on-year, reflecting underlying business

performance and the £109.5 million release from the Ongoing Service Evidence provision.

In addition, policyholder tax asymmetry, which is a nuance of life insurance tax, impacted

IFRS profit before shareholder tax and IFRS profit after tax in both years. In 2025 the impact

was negative £35.4 million (2024: negative £38.9 million). External market conditions during

the year drive the policyholder tax asymmetry impacts.

Shareholder tax reflects the tax charge attributable to shareholders and is closely related

to the performance of the business. However, it can vary year on year due to several factors:

further detail is set out in Note 10 Income and deferred taxes.

2.2 Cash result

The Cash result is used by the Board to assess and monitor the level of cash profit generated by

the business. It is presented net of tax, and is based on IFRS with adjustments made to exclude

policyholder balances, equity-settled share-based payment costs and certain non-cash items,

such as DAC, DIR and deferred tax. The reconciliation of the Cash result to IFRS can be found on

page 211 and further details, including the full definition of the Cash result, can be found in the

glossary of APMs on pages 208 to 210. Although the Cash result should not be confused with

the IAS 7 consolidated statement of cash flows, it provides a helpful supplementary view of the

way in which cash is generated and emerges within the Group.

The following table shows an analysis of the Cash result using two different measures:

 Underlying cash result

This measure represents the regular emergence of cash from the business, excluding any

items of a one-off nature and temporary timing differences.

 Cash result

This measure includes items of a one-off nature and temporary timing differences.

Consolidated Cash result (presented post tax)

Note

Year ended

31 December 2025

Year ended

31 December

2024

In-force

New

business Total Total

£’Million £’Million £’Million £’Million

Net annual management fee 1 1,023.6 147.3 1,170.9 1,108.7

Reduction in fees in gestation period 1 (445.7) – (445.7) (425.1)

Net income from FUM 1 577.9 147.3 725.2 683.6

Margin arising from new business 2 – 99.5 99.5 117.4

Controllable expenses 3 (29.9) (275.9) (305.8) (291.7)

AME – net investment 4 – (7.6) (7.6) (10.2)

DFM – net investment 4 – (4.1) (4.1) (2.4)

Regulatory fees and FSCS levy 5 (2.6) (23.8) (26.4) (21.5)

Shareholder interest 6 68.5 – 68.5 66.0

Charge structure implementation costs 7 – (52.7) (52.7) (59.5)

Miscellaneous 8 (34.3) – (34.3) (34.5)

Underlying cash result 579.6 (117.3) 462.3 447.2

Ongoing Service Evidence provision 9 82.1 – 82.1 –

Cash result 661.7 (117.3) 544.4 447.2

The Underlying cash result of £462.3 million for 2025 (2024: £447.2 million) is 3% higher than

the prior year. This is driven by the increase in income received from growing levels of FUM,

despite over four months of the year being on our new charging structure which attracts

lower margin, and the management of expenses.

Information about how to reconcile expenses presented in the Cash result to total IFRS expenses

is set out in the databook available on our website sjp.co.uk/full-year-results-2025-databook.

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2.2 Cash result continued

Notes to the Cash result

1. Net income from FUM

The net annual management fee is the net margin that the Group retains from FUM after

payment of the associated costs: for example, advice fees paid to Partners, investment

management fees paid to external fund managers and the policy servicing tariff paid to

our third-party administration provider.

As explained in our financial business model in the Chief Financial Officer’s report, under our

previous charging structure after the margin arising from new business, most investment bond

and pension business did not contribute to the net Cash result for the first six years. This is known

as the ‘gestation period’ and is reflected in the reduction in fees in gestation period line.

We focus our analysis on net income from FUM, which is the net annual management fee

after the reduction in fees in the gestation period. This represents income from mature FUM.

The average rate can vary over time with business mix and tax.

For 2025, our net income from FUM was £725.2 million (2024: £683.6 million), an increase of 6%.

This is driven by a 15% increase in average mature FUM year on year, partially offset by the step

down in margin we earn on FUM under our new charging structure which was in place from

26 August 2025. The outcome is within our guided margin range of 0.54% to 0.56% of mature

FUM, excluding DFM and AME FUM, for the portion of the year under our previous charging

structure, and 0.43% to 0.45% for the portion of the year under our new charging structure.

Whilst the net income from FUM margin on mature FUM is lower under our new charging

structure, the proportion of our FUM which is mature will increase over time because:

a) ongoing charges now apply to all new business from the day that a new investment is made.

This means that new investment bond and pension business is part of mature FUM from day

one; and

b) the remaining gestation FUM at the point our new charging structure was implemented will

mature over the next six years, with no additional associated expenses.

Please note that net income from AME and DFM FUM is included in the AME – net investment

and DFM – net investment lines respectively in the Cash result.

2. Margin arising from new business

This is the net income from new business in the year, as initial charges exceeded new business

related expenses – such as payments to Partners and third-party administration costs – under

our previous charging structure. Under our new charging structure, initial product charges have

been removed and initial advice charges broadly offset new business-related expenses. As a

result, the margin arising from new business in 2025 is driven by business written on our previous

charging structure. We expect it to be approximately zero for 2026 and beyond.

3. Controllable expenses

Controllable expenses are primarily people, property and technology expenses. They do not

vary with business volumes or FUM. We look to balance disciplined expense management with

the need to invest in the business to drive future growth. Controllable expenses have grown

by 5% year-on-year, in line with guidance. We anticipate 5% year-on-year growth for 2026.

As expected, for the year ended 31 December 2025 there has been no material impact from our

cost and efficiency programme, as the cost savings realised from the programme have been

offset by the costs to achieve those savings, and reinvestment in the business. We anticipate

this will also be the case for 2026.

4. AME and DFM net investments

These lines represent the income from AME and DFM FUM, net of AME and DFM expenses.

We have continued to invest in developing our presence in AME and our business there is

growing, resulting in lower net investment year-on-year. DFM has experienced increased costs

during the year driven by an organisational design programme, which has led to increased

net investment.

5. Regulatory fees and FSCS levy

The costs of operating in a regulated sector include regulatory fees and the Financial Services

Compensation Scheme (FSCS) levy. On a post-tax basis, these are as follows:

Year ended

31 December

2025

Year ended

31 December

2024

£’Million £’Million

FSCS levy 12.1 9.1

Regulatory fees 14.3 12.4

Regulatory fees and FSCS levy 26.4 21.5

Our position as a market-leading provider of advice means we make a substantial contribution

to supporting the FSCS, thereby providing protection for clients of other businesses in the sector

that fail. Our FSCS levy expense for 2025 has increased, following an increase in the overall levy

across the industry. This was expected following two years of the industry levy being lower than

normal, due to prior year surpluses that had built up within the FSCS scheme.

6. Shareholder interest

This is the income accruing on shareholder investments and cash held for regulatory and

working capital purposes. It is presented net of funding-related expenses, including interest

paid on borrowings and securitisation costs.

7. Charge structure implementation costs

These are the costs of implementing our new charging structure. Implementation costs for

2025 were £52.7 million (2024: £59.5 million), bringing total costs for this multi-year project to

£119.4 million. There are no further charge structure implementation costs to come in 2026.

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2.2 Cash result continued

8. Miscellaneous

This category represents the financial impact of all items not covered in any of the other

categories. It includes items such as the St. James’s Place Charitable Foundation, movements

in the fair value of renewal income assets and the remediation costs associated with client

complaints.

9. Ongoing Service Evidence provision release

In the first half of the year we revised our historic ongoing service evidence review redress

methodology. This revision, and experience from the project in the first half, led to a £63.4 million

release from the provision on a post-tax basis at half year. We released a further £18.7 million

post-tax at year-end, reflecting experience from the project in the second half of the year.

More information, with numbers presented on a pre-tax basis as required by IFRS, can be

found in Note 18 within the IFRS consolidated financial statements.

Solvency II Net Assets Balance Sheet

To better understand the assets and liabilities that shareholders can benefit from, the IFRS

consolidated statement of financial position is adjusted to remove policyholder assets and

liabilities, and non-cash balances such as DIR, DAC and associated deferred tax. The result

of these adjustments is the Solvency II Net Assets Balance Sheet, which is shown below.

The reconciliation of the IFRS consolidated statement of financial position to the Solvency II Net

Assets Balance Sheet at 31 December 2025 can be found on page 211.

Note

As at

31 December

2025

As at

31 December

2024

£’Million £’Million

Assets

Property and equipment 122.3 134.0

Deferred tax assets 0.2 0.1

Investment in associates 24.0 21.9

Reinsurance assets 8.8 10.7

Other receivables a 1,987.3 1,867.4

Financial investments b 2,414.0 2,202.9

Cash and cash equivalents b 329.6 352.6

Total assets 4,886.2 4,589.6

Liabilities

Borrowings 341.5 516.8

Deferred tax liabilities 980.0 690.1

Insurance contract liabilities 18.4 14.3

Other provisions 298.4 460.3

Other payables 1,610.9 1,445.4

Income tax liabilities 25.9 22.1

Total liabilities 3,275.1 3,149.0

Net assets 1,611.1 1,440.6

Notes to the Solvency II Net Assets Balance Sheet

a. Other receivables

A detailed breakdown of other receivables can be found in Note 15 Other receivables within

the IFRS consolidated financial statements. Within other receivables there are two items which

merit further analysis:

Operational readiness prepayment asset

The operational readiness prepayment asset represents the investment made into our back-

office infrastructure project, as we recognised Bluedoor development costs as a prepayment.

The asset stood at £228.1 million at 31 December 2025 (2024: £256.3 million). During the year,

we extended our contract with our back-office infrastructure provider. The operational readiness

prepayment amortises through the consolidated statement of comprehensive income over

the remaining contract period, which at 31 December 2025 was c.9 years (2024: c.9 years).

Business loans to Partners

We facilitate business loans to Partners to support growing Partner businesses. Such loans

are principally used to enable Partners to take over the businesses of retiring or downsizing

Partners, and this process has multi-stakeholder benefits:

 It supports the delivery of great outcomes for clients as they receive continuity of service

within the SJP ecosystem.

 It makes SJP a great place for motivated, entrepreneurial advisers to build high-quality

businesses over the long term.

 It helps to support the next generation of SJP advisers.

 It retains advisers and clients, which leads to retention of our FUM, which in turn supports

our financial results and thus shareholders.

In addition to recognising a strong business case for facilitating such lending, we recognise

too the fundamental strength and credit quality of business loans to Partners. We have low

impairment experience due to a number of factors that help to mitigate the inherent credit risk

in lending. These include taking a cautious approach to Group credit decisions, with lending

secured against prudent business valuations. Demonstrating this, loan-to-value (LTV)

information is set out in the following table.

31 December

2025

31 December

2024

Weighted average LTV across the total Partner lending book 35% 39%

Proportion of the book where LTV is over 75% 3% 5%

Net exposure to loans where LTV is over 100% (£’Million) 5.6 7.2

If FUM were to decrease by 10%, the net exposure to loans where LTV is over 100% at

31 December 2025 would increase to £6.4 million (2024: increase to £8.3 million).

Our credit experience also benefits from the repayment structure of business loans to Partners.

The Group collects advice charges from clients. Prior to making the associated payment to

Partners, we deduct loan capital and interest payments from the amount due.

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2.2 Cash result continued

During the year we have continued to facilitate business loans to Partners. Further information

is provided in Note 15 Other receivables and Note 19 Borrowings and financial commitments.

31 December

2025

31 December

2024

£’Million £’Million

Total business loans to Partners 639.9 557.3

Split by funding type:

Business loans to Partners directly funded by the Group 370.1 386.6

Securitised business loans to Partners 269.8 170.7

b. Liquidity

Cash generated by the business is held in highly rated government securities, AAA-rated

money market funds and bank accounts. Although these are all highly liquid, only the last of

these is classified as cash and cash equivalents on the Solvency II Net Assets Balance Sheet.

The total liquid assets held are as follows:

31 December

2025

31 December

2024

£’Million £’Million

Fixed interest securities 10.3 8.6

Investment in Collective Investment Schemes (AAA-rated money

market funds) 2,403.7 2,194.3

Financial investments 2,414.0 2,202.9

Cash and cash equivalents 329.6 352.6

Total liquid assets 2,743.6 2,555.5

The Group’s primary source of cash generation is ongoing charges on FUM. Cash is used to

invest in the business and to support returns to shareholders. Our shareholder returns guidance

is set such that appropriate cash is retained in the business to support the investment needed

to meet our future growth aspirations.

Section 3 – Capital and liquidity

A cornerstone of our business model and risk appetite is that we hold assets to fully match

our liabilities to clients. Our clients can access their investments on demand and because the

value of their investment is matched, movements in factors such as equity markets have very

little impact on our ability to meet liabilities.

We also have a prudent approach to investing cash generated by the business in cash and

cash equivalents, AAA-rated money market funds and highly rated government securities.

The overall effect is a resilient capital position capable of meeting liabilities even during

adverse market conditions, and means that our business is capital-light.

As a Group containing insurance entities we are required to report under the Solvency II capital

regime, and full information about our Solvency II capital position can be found in Note 22 to

the IFRS financial statements. However, it is liquidity rather than Solvency II which is the more

relevant factor in our capital allocation decisions, and so we focus on liquidity in this section.

At 31 December 2025 we had £2,743.6 million of total liquid assets on the shareholder balance

sheet, as presented in the table to the left. Much of these are assets held to cover specific items

needed to run the business. The following table sets out how much of the total liquid assets are

held to cover specific items. Liquidity which is not held to cover specific items is termed ‘free

liquidity held at Group centre’.

31 December

2025

31 December

2024

£’Million £’Million

Total liquid assets 2,743.6 2,555.5

Less amounts held for:

Working capital (734.2) (487.6)

Policyholder tax (692.1) (538.4)

Management capital coverage assessment (587.7) (548.4)

Ongoing Service Evidence provision (272.3) (425.1)

Bridging loan repayment – (250.0)

Shareholder returns communicated at year end (185.9) (157.9)

Total free liquidity held at Group centre 271.4 148.1

Liquid assets are required to support the working capital of the Group. It primarily relates

to cash received by the Group which is awaiting payment to the appropriate third party.

Amounts held for policyholder tax are deductions we have taken from our funds in order

to satisfy policyholder tax charges which we settle with HMRC on policyholders’ behalf.

This balance can vary significantly with markets, and can require amounts to be paid

back into our funds in the short term.

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The management capital coverage assessment (previously known as the management

solvency buffer) is our assessment of the prudent amount we need to hold to cover capital

requirements in the regulated entities within the Group. We hold this in liquid assets within

our regulated entities.

We also hold liquid assets to cover our Ongoing Service Evidence provision. We expect that our

historic ongoing service evidence review, which gave rise to this provision, will be completed

during 2026.

The amount held for bridging loan repayment at 31 December 2024 covered the repayment of

this facility in February 2025, which was initially drawn when we recognised the Ongoing Service

Evidence provision.

Finally, we hold liquid assets to cover shareholder returns communicated at year-end.

This comprises the proposed 12 pence per share final dividend for 2025, which equates to

£63.3 million, the £103.9 million final share buy-back and the £18.7 million buy-back from the

Ongoing Service Evidence provision release at year-end.

Flows into and out of free liquidity held at Group centre over the year are set out in the

following table.

31 December

2025

31 December

2024

£’Million £’Million

Opening free liquidity at Group centre 148.1 79.1

Net remittances from subsidiaries for the financial year 548.5 515.5

Investment in business loans to Partners 16.5 (45.8)

Other (30.4) (72.7)

Liquidity generated from operations and investment 534.6 397.0

Movement in borrowings (12.7) (62.8)

Interest paid on external borrowings (24.0) (33.0)

Consideration paid for own shares (61.3) (9.5)

Net financing activities (98.0) (105.3)

Dividends for the financial year (95.2) (97.2)

Share buy-backs for the financial year (218.1) (125.5)

Shareholder returns (313.3) (222.7)

Closing free liquidity held at Group centre 271.4 148.1

Net remittances from subsidiaries for the financial year reflect dividends from subsidiaries, less

capital contributions required to support subsidiaries, in respect of the financial year. Over time

the net cash remittances from subsidiaries will broadly reflect the profit-generating capacity of

the business, less the liquidity required to maintain strong balance sheets within the operating

subsidiaries, ensuring the safety of client investments.

Investment in business loans to Partners is the net amount of investment from our balance

sheet to support our adviser growth and succession support scheme.

Other includes corporate expenses retained at the Group centre, which are primarily project

costs for the implementation of our new charging structure.

Consideration paid for own shares represents the cost of buying back St. James’s Place plc

shares from the market to satisfy employee share-based payment awards.

Dividends for the financial year represent the ordinary interim and final dividends for the year.

Share buy-backs for the financial year represent the ordinary interim and final share buy-backs

for the year, plus buy-backs for any other purposes such as the releases from the Ongoing

Service Evidence provision during 2025.

More information about:

 movement in borrowings can be found in Note 19 to the IFRS financial statements

 interest and fees on borrowings can be found in Note 9 to the IFRS financial statements

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The Group’s position as the UK’s

leading advice-led wealth manager

is built on a clear commitment

to integrity, accountability, and

the delivery of long-term value

for clients.

Core to this is a strong risk culture and a

balanced approach to risk that supports

those commitments.

Risk culture

A strong risk-aware culture is fundamental to

delivering good client outcomes, achieving

the Group’s strategic objectives and sustaining

long-term success. Our approach promotes

accountability, sound decision-making, and

the consideration of risk in all activities and at

every level of the business. To achieve good

client outcomes and responsible growth, we

embed risk management within our strategic

and operational processes, supporting

effective governance.

Risk framework and internal control

Our risk management framework and system

of internal control are designed to ensure that

risks are identified, assessed, managed, and

monitored within defined appetites, and that

appropriate oversight, assurance, and

reporting mechanisms are in place.

The internal control environment is founded

on a clear organisational structure and

a culture that encourages risk ownership

and accountability. The first line of defence

(business functions) is responsible for

identifying and managing risk in day-to-

day operations. The second line (Risk and

Compliance) provides independent oversight

and challenge, while the third line (Internal

Audit) delivers independent assurance on

the effectiveness of governance, risk

management, and internal control.

The Board, through the Group Risk Committee

and Group Audit Committee, has overall

responsibility for ensuring that there is an

effective risk management framework and

that a robust internal control environment

is maintained.

As part of our ongoing commitment to

delivering and enhancing risk management

across the Group, our enterprise-wide risk

management framework, taxonomy, and

appetite statements continue to be reviewed

and enhanced. This supports the achievement

of the Group’s strategic objectives while

safeguarding the interests of our clients,

shareholders, and other key stakeholders.

The diagram overleaf depicts the risk

management framework and system

of internal control.

Risk appetite

The Board sets the Group’s risk appetite in

the context of its strategic objectives and

regulatory obligations. The Group risk appetite

statement, reviewed at least annually by

the Chief Risk Officer, the Group Executive

Committee, and the Group Risk Committee

before being approved by the Board, defines

the level and nature of risk the Group is willing

to accept in pursuit of its objectives.

The statement outlines accountability for

specific risk types and is supported by a suite

of key risk indicators (KRIs) and qualitative

measures that allow ongoing monitoring

of the Group’s risk profile. The appetite

framework is dynamic and may evolve as

business conditions and strategic priorities

change, ensuring the Group remains

responsive to emerging risks and market

developments.

“A culture that prioritises risk awareness

is essential to the quality of our advice-led

business model and for achieving SJP’s goals.”

Hestie Reinecke

Chief Risk Officer

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Conscious risk management

Risk and control management

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Risk governance

Oversight of the risk management framework

and internal control environment is integral

to the Board’s governance responsibilities.

The Group Risk Committee oversees risk

management strategy, policy, framework and

risk appetite, while the Group Audit Committee

assesses the adequacy and effectiveness of

the Group’s risk management and internal

control frameworks covering all material

financial, operational, compliance and

reporting controls.

Together, these committees provide robust

oversight to ensure that risk management

remains embedded within decision-

making processes and that the Board

is regularly informed of risk exposures,

control effectiveness, emerging threats,

and the actions being taken to manage

these in line with risk appetite.

Risk identification and assessment

Annual Risk and Control Self-Assessments

(RCSAs) are a key component of SJP’s risk and

control management framework. RCSAs enable

the identification, assessment, management

and monitoring of current and emerging risks.

Risks are evaluated in terms of their likelihood

and potential impact on the Group’s financial

position, reputation, regulatory compliance,

and ability to deliver good client outcomes.

RCSA results are reviewed by management

and reported to the relevant committees and

supported by annual attestations from senior

executives. This process helps to understand

the control environment and the risks faced

by the business. Stress testing, scenario

analysis, and horizon scanning are used to

evaluate resilience under a range of conditions,

ensuring the Group remains prepared for

adverse developments in financial or

operational environments.

Risk reporting

Comprehensive and timely risk reporting

enables effective oversight and decision-

making. Regular reports are provided to

the Group Risk Committee, Group Audit

Committee and the Board, including analysis

of key risk indicators, risk trends, emerging

issues, and changes in the external

environment. The reporting supports a

transparent view of SJP’s risk profile and

the effectiveness of controls and mitigating

actions, ensuring accountability and

alignment with the Board’s approved

risk appetite.

Own Risk and Solvency Assessment

(ORSA)

The ORSA is an integral part of SJP’s risk and

capital management framework. It provides a

forward-looking assessment of the adequacy

of the Group’s capital resources in relation to

the Group’s risk profile and business strategy.

The ORSA process operates continuously

throughout the year, with an annual ORSA

report reviewed and approved by the Board.

The adequacy of capital and liquidity

arrangements, relative to the risk profile of

each risk, is also assessed on a solo-entity

basis for material subsidiaries in the Group.

These assessments are aligned with their

regulatory requirements.

Risk governance

Risk management and control framework

Board

Group Risk and

Audit Committees

Subsidiary Boards

Group Executive

Committee

Other ExCos

Risk culture

112

211

310

Insights

used to inform

further activity

1. Loss event reporting

2. Emerging risk assessment

3. Stress and scenario testing

4. Risks and controls

self-assessment

5. Operational risk

assessments

6. Reverse stress testing

7. Own risk and solvency

assessment

8. Recovery and resolution

planning

9. Risk registers

10. Regular risk reporting

11. Key risk indicators

12. Risk relationship meetings

Risk escalation

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Current risk environment

Operational Risk

The Group successfully implemented its

simple, comparable charging structure

in the second half of 2025, with the launch

of fundamental changes to SJP’s charging

structure across the Group. This was the

culmination of almost two years of complex

change activity, with a strong focus on

risk management, robust governance

and effective change-management

arrangements to manage the level

of associated risk.

The Group continues to review ongoing

advice charges and refunding fees where

there is inadequate evidence to demonstrate

that ongoing advice was provided in line with

regulatory obligations.

In 2024, the Group announced a redefined

purpose and refreshed strategy. During 2025,

the implementation of a new organisational

design model was completed to support

delivery of the strategy and to reduce the

addressable cost base. People-related risks

were elevated during this period of change,

and the Group focused on managing impacts

to employees while maintaining operational

and financial resilience.

Cyber security and threat landscape

The cyber-threat environment has continued

to intensify into 2025. Increased geopolitical

tension, rapid innovation in AI-driven attack

methods, and the growing scale of organised

cybercrime have further expanded both the

risk landscape and the sophistication of

attempted intrusions.

SJP continues to strengthen its cyber-

resilience capabilities through ongoing

investment in technology, enhanced threat-

detection tools, improved governance

frameworks, and regular staff training.

Maintaining strong operational resilience and

protecting client data remain critical priorities

as threats continue to evolve at pace.

Macroeconomic and political environment

Geopolitical uncertainty remains elevated,

with potential implications for global markets

and supply chains. Despite this backdrop,

SJP’s business model has continued to

demonstrate resilience, and our long-term

advice philosophy remains central to

supporting clients through fluctuating

market conditions.

Although inflation has eased compared

with the peak levels seen in previous years,

it remains a persistent feature of the UK

economy. Current forecasts suggest that

inflation will continue to track above the UK

Government’s 2% target over the near term,

maintaining pressure on household budgets

and business operating costs. The wide-

ranging tax and pension uncertainties are

expected to impact clients’ decision making

in 2026 and beyond.

The Group’s advisers are ideally placed

to support clients through the complex

and ever-changing macroeconomic

and political environment, helping them

to make sustainable, long-term financial

plans which align to their goals.

Regulatory change

Regulatory expectations continue to evolve in

2026, including a greater focus on rebalancing

risk to support economic growth. SJP engage

closely with regulators and industry bodies,

ensuring that our advice processes, oversight

frameworks, and client communications

develops in a manner consistent with

regulatory intent. Strengthening the Group’s

ability to assess and evidence positive client

outcomes remains a priority as regulatory

expectations develop.

The Board has initiated a comprehensive

programme to prepare for the revised

requirements introduced by Provision 29

of the UK Corporate Governance Code.

From the financial year 2026 onwards,

the Board will be required to publicly issue

a statement in the Annual Report and

Accounts on how it has monitored and

reviewed the effectiveness of the risk

management and internal control framework.

This will include a declaration on the overall

effectiveness of material controls including

a description of any material controls which

are not operating effectively as at the balance

sheet date alongside actions being taken to

address any deficiencies.

Material controls are critical to managing the

principal risks that could threaten the business

model, future performance, solvency, liquidity

and reputation, or affect the long-term

sustainability and resilience of the business.

The scope covers all material controls

including financial, operational, reporting

and compliance.

Sustainability and climate change

Sustainability and climate-related risks are

integrated into the broader enterprise risk

management framework using consistent

methodologies for identification, assessment,

management and monitoring. Climate and

sustainability risks are considered cross-cutting

in nature, influencing several of the Group’s

principal risks. Information on the actions being

taken to support the transition to a more

sustainable economy and mitigating the

impacts of climate change on our business is

provided in the Our Responsible Business section.

Climate-related opportunities, along with

the associated time horizons for each risk

and opportunity, are outlined in the Our

Responsible Business section. Further details

on principal sustainability and climate-

related risks, including subsidiary-specific

considerations, are provided in the Group

Climate Report.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Risk and control management

Governance

Financial statements

Other information

Strategic report

Principal risks and uncertainties

The principal risks and uncertainties outlined below are used to help us

monitor and report the risk exposures that have the potential to impact

the group. Whilst the risk landscape continued to evolve, our principal

risk remained consistent with the previous year.

Principal risk Risk description Link to

strategy

Risk exposure Mitigation

Advice and

conduct

Quality, suitable advice,

or service to clients is

not provided.

The risk that the quality or suitability of advice provided to

clients may not meet the required standards, or that the

business may be unable to sufficiently evidence the delivery

of good-quality service and advice. Such shortcomings could

result in elevated complaint volumes, increased regulatory

scrutiny, potential client detriment, and adverse impacts

on the Group’s reputation and financial performance.

 SJP strives to maintain appropriate standards of professional advice

and service.

 We employ an onboarding, licensing and supervision programme for

our advisers which is supported by advice standards, technical guidance,

business assurance and compliance monitoring.

 We are focused on maintaining oversight of our advisers to ensure advice

quality and ongoing client service.

 Our complaints management, whistleblowing and investigation processes

underpin a culture of integrity and accountability.

Client

proposition

The product proposition

fails to meet the needs,

objectives and

expectations of clients.

This includes poor

relative investment

performance or poor

product design.

The risk that investment performance may fall short of

benchmarks or fail to deliver the expected outcomes for

clients. In addition, the range of investment solutions offered

may not remain aligned with the evolving product and service

needs of current and future clients. Furthermore, failure to

meet client expectations around sustainability, particularly

in relation to climate change and responsible investment

could lead to reputational damage, loss of client confidence,

and reduced competitiveness.

 SJP is focused on delivering long-term value and investment outcomes that

align with our clients’ objectives. We employ ongoing monitoring of portfolio

performance, asset allocations, and fund managers against defined risk

and return targets.

 We are committed to continuously enhancing our product and service

range and to engaging with investment managers on responsible

investment principles.

Financial

The business’s

finances are not

effectively managed.

The risk that the Group’s financials may be negatively

impacted due to adverse movements in investment markets,

insufficient liquidity, or exposure to credit and counterparty

failures. Fluctuations in market conditions, rising expenses or

operational inefficiencies could erode profitability. In addition,

weaknesses in finance operations or financial reporting

processes could result in inaccurate or delayed financial

information, regulatory non-compliance, or loss of

stakeholder confidence.

 SJP is committed to maintaining a strong and resilient financial position.

 We employ prudent asset-liability management to ensure clients’ investments

are fully matched. We hold sufficient highly rated liquid instruments to be

confident of meeting all liquidity requirements and maintain contingent

liquidity facilities to meet extreme and unexpected funding needs.

 We are focused on disciplined financial control, budgeting, and monitoring

to safeguard the Group’s capital and solvency.

Partner

proposition

The Partner proposition

solution fails to meet

the needs, objectives

and expectations of

current and potential

future advisers.

The risk that the Group may be unable to attract, retain,

and develop advisers, or to provide the technology and

support needed to enhance productivity and deliver on

growth objectives.

 SJP is committed to be the best place to be a financial adviser in the UK,

by providing a market-leading proposition for our Partners and ensuring

they are supported by skilled business managers, reliable systems, and

high-quality administrative services.

 We continue to refine our Academy to attract, train, and retain diverse,

talented advisers, and on sustaining an environment in which Partner

businesses can thrive.

Our strategic

focus areas

Brilliant

Basics

Differentiated

Client Proposition

Leading Adviser

Offering

Performance

Focused Organisation

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Financial statements

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Principal risk Risk description Link to

strategy

Risk exposure Mitigation

People

SJP is unable to

attract and retain

the right people to

run the business.

The risk that the Group may be unable to attract, retain, and

develop colleagues with the necessary skills, or to effectively

manage performance and succession. In addition, failure

to maintain an inclusive and supportive culture, promote

employee wellbeing, and uphold social value could

adversely affect engagement, operational performance,

and the Group’s reputation.

 Attracting, developing, and retaining talented people is key to maintaining

our business.

 Structured succession planning and talent management processes are

in place and we monitor engagement to ensure our people feel supported

and valued.

 We are focused on fostering a culture of integrity and social responsibility,

including charitable giving and whistleblowing protections.

Regulatory

and

legislative

Current, changing,

or new regulatory

and legislative

expectations

are not met.

There is a risk that the Group fails to demonstrate compliance

with evolving Consumer Duty expectations along with other

regulatory requirements. In addition, there is a risk that the

Group may fail to prevent financial crime, fraud, or other forms

of misconduct, or to maintain adequate internal controls to

safeguard data. Failure to protect confidentiality, integrity, and

availability of information, or to respond effectively to evolving

regulatory expectations, could result in legal or regulatory

sanctions, financial loss, and reputational damage.

 SJP is committed to complying with all applicable regulations and legislation,

and maintaining strong, open relationships with regulators.

 We are focused on ensuring we have clear governance, accountability,

and reporting structures that support oversight and early identification

of risks or breaches in regulatory requirements.

Security and

resilience

SJP fails to adequately

secure its physical

assets, systems and/

or sensitive information,

or to deliver critical

business services

to its clients.

The risk that a failure of core systems, a cyber-attack, or other

disruption to key business services could impair the Group’s

ability to operate effectively and serve clients. Inadequate

protection of corporate, Partnership, or third-party systems

and data could result in service interruption, regulatory

breaches, financial loss, and reputational or client harm.

 Our cyber and operational resilience framework is key to safeguarding

our clients, Partners, and business operations.

 We employ comprehensive business continuity and incident management

plans, cyber accreditation standards, and proactive monitoring of potential

data and security threats.

Strategy

and change

Failure to deliver

change effectively

and in line with the

agreed strategy.

The risk that change initiatives may not deliver the expected

strategic outcomes, benefits, or quality standards, or may

exceed planned budgets and timelines. Inadequate change

execution or delays could hinder delivery of key business

priorities, including commitments to achieving net zero, and

adversely affect the Group’s strategic progress and reputation.

 SJP is committed to delivering strategic change in a controlled and

effective manner.

 Rigorous governance and project management methodologies are in

place to oversee transformation initiatives, and manage dependencies.

 We align change with long-term business objectives.

Third parties

Third-party outsourcers’

activities impact

performance and

risk management.

The risk that operational failures by material outsourcers

or other third-party service providers could disrupt critical

business activities, including investment administration,

fund management, custody, policy administration, and

cloud services. Such failures could lead to client detriment,

regulatory breaches, financial loss, and reputational damage.

 SJP maintains strong oversight of our third-party relationships and employs

comprehensive due diligence, performance monitoring, and resilience

assessments to ensure suppliers meet our operational and service standards.

 The Group focuses on effective exit and continuity planning to safeguard

our clients and the Group from potential disruptions.

Our strategic

focus areas

Brilliant

Basics

Differentiated

Client Proposition

Leading Adviser

Offering

Performance

Focused Organisation

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Risk and control management

Governance

Financial statements

Other information

Strategic report

Emerging risks

Emerging risks are identified through many

activities: conversations and workshops

with stakeholders and governance forums

throughout the business, reviewing academic

papers, attending industry events and other

horizon scanning by the Group Risk team.

The purpose of monitoring and reporting

emerging risks is to give assurance that the

Group is well positioned to manage

developing or rapidly changing risks to its

strategy. The Group Risk Committee reviewed

emerging risks during 2025. Examples of

emerging risks include:

 Cyber security risk – Increasing and

evolving external threats and sophistication

of Cyber attacks that result in loss of client

data, financial assets, and damage to

reputation.

 Regulatory change risk – Increasing and

evolving regulatory landscapes where

SJP is subject to conduct and prudential

regulation in the UK by the PRA and FCA

and in the other jurisdictions in which

it operates.

 Geopolitical risk – Political instability,

trade wars, and other geopolitical events

can disrupt markets, reduce investment

returns, and increase operating costs.

 Artificial intelligence risk – Artificial

intelligence (AI) increases opportunities,

and also presents a complex emerging

risk, combining fast-moving technology

with evolving regulatory, ethics, data and

operational challenges.

 Demographic shift risk – An ageing

population and demographic shifts may

affect both the demand for, and nature of,

SJP services, requiring ongoing alignment

to the needs of an evolving client base,

supported by innovative products and

a more advanced digital proposition.

Viability statement

How viability is assessed

The business considers five-year financial

forecasts when developing its strategy.

These incorporate the budget for the next

financial year and four further years of

forecasts based on reasonable central

assumptions around the development

of business drivers.

At the core of assessing viability is

understanding how different principal risks

could materialise. Risks are considered

which might present either in isolation

or in combination and which could result

in acute shocks to the business or long-

term underperformance against forecast

business drivers. A five-year time horizon

is considered sufficiently long to assess

potential impacts and aim to ensure that

the business remains viable, noting that

identified management actions could

also be taken to restore the business’s

prospects.

When considering how the principal

risks previously described might affect

the business, impacts on the following

key financial drivers are considered:

 reduction in client and Partner retention

 reduction in new business relative

to forecasts

 market stresses

 increases in expenses

 direct losses through operational

risk events.

Stress and scenario testing on these key

financial drivers is carried out, alongside

operational risk assessments. To provide

comfort over viability over the next five years,

the scenarios and assessments look at events

which would be extreme, whilst still remaining

plausible. The analysis contained in the most

recent ORSA demonstrated that the Group

is resilient.

As an example, a scenario considered in

the most recent ORSA included a severe fall

in both markets and new business volumes,

alongside significant increases in lapse

assumptions, expenses and inflation. Even in

this extreme scenario, the Group maintained

capital well above the regulatory capital

requirements.

For adverse stresses and scenarios there

would be impacts on profitability, and

depending on the severity of the scenario

the Group would review and implement

recovery actions which aim to protect

and/or restore the Group’s finances. In line

with regulatory expectations the Group also

maintains plans to wind down the business

in a solvent and orderly way in the event it

became unviable. These plans safeguard

clients’ investments and outcomes and

seek to preserve capital.

Conclusion

In accordance with the UK Corporate Governance Code (Provision 31), the Directors have

assessed the Group’s current financial position and prospects over the next five-year

period and have a reasonable expectation that the Group will be able to continue in

operation and meet its liabilities as they fall due. The Directors believe that the Group’s

risk planning, management processes and culture allow for a risk-conscious environment.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Risk and control management

Governance

Financial statements

Other information

Strategic report

Responsible and sustainable decision-making

Our responsible business

We are committed to taking responsibility for our actions and strive to

have a positive impact on our people and communities. We have both

the opportunity and responsibility to use our voice to drive change.

Our approach

We aim to take a holistic approach to being

a responsible business with our responsible

business (RB) framework acting as a blueprint

for our key areas of influence. We recognise

that embedding sustainability considerations

helps to create value for both our clients and

the business.

For consistency and comparability, we

align our reporting to the UN Sustainable

Development Goals and the Sustainability

Accounting Standards Board standards. These

can be found in the Other Information section.

We are preparing for upcoming regulations,

for example the UK Sustainability Reporting

Standards (UK SRS). We welcome the

opportunity these new standards bring to

align and streamline existing sustainability-

related reporting requirements. They are also

an opportunity to continue to build trust with

our stakeholders through enhanced

transparency and accountability.

Policy influence

By building on the trusted relationships we

have established with policy stakeholders,

we have a voice at the table on issues that

matter to us and society. This helps us to

shape the public policy agenda, mitigate

risks, and drive meaningful change. In 2025

a policy priority for the UK Government, the

FCA and the wealth management sector

remained addressing the advice gap

and encouraging greater retail investing.

We have played an integral role in

the development of policy proposals,

including through working with the FCA

and Government on the Advice Guidance

Boundary Review industry working group.

In 2026, a key priority for us will be supporting

greater retail investment. We will be part

of the sector-wide UK Retail Investment

Campaign to build a stronger investing

culture in the UK. We are also part of an

industry working group on risk warnings

for mainstream investments.

Our material topics

This year we have continued to consolidate

the findings of our 2024 double materiality

assessment (DMA) as we started a review

of our responsible business (RB) framework.

The DMA builds upon the financial materiality

exercises we have undertaken since 2019.

It was aligned to the European Sustainability

Reporting Standards and considered the

impact of our business operations on:

 our stakeholders, society and the

environment (impact materiality)

 the financial risks and opportunities

that societal and environmental changes

represent to us (financial materiality).

The DMA identified material topics which are

the sustainability issues most significant for

SJP. These material topics are incorporated

into our RB framework, as shown on the right.

During 2026, we will continue to review our

RB framework, and material topics, with the

aim of ensuring we focus our efforts on

the areas where we can make the greatest

positive change.

Material topics Responsible

business

framework

References

Affected

communities

page 40

Business

conduct

page 50

Climate

change

page 41

Consumers

and end

users

page 41

page 40

Our own

workforce

page 47

Workers in the

value chain

page 50

Investing responsibly

Considering material

environmental, social and

governance factors through

our investment process.

page 41

Community impact

Giving back to support

local communities

and regeneration.

page 40

Financial wellbeing

Enhancing financial

wellbeing for our clients,

employees and

communities.

page 40

Climate change

Taking action on climate

change with the aim of

achieving Group net zero

by 2050.

pages 41 to 46

People

Investing in long-term

relationships so we can

create success together.

pages 47 and 48

Good governance

Helping us to build trust,

and effectively manage

responsible business-related

risks and opportunities.

pages 49 to 51

For additional detail on our 2025 activities

see our Responsible Business Report

sjp.co.uk/2025-RBReport

Our responsible business framework

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Governance

Financial statements

Other information

Strategic report

Our responsible business

Financial wellbeing

Enhancing financial wellbeing for our clients, employees

and communities

Community impact

Giving back to support local communities and regeneration

As a business, giving back to our communities

has always been a core part of our culture.

Individuals and teams volunteer their time and

skills in their communities through a wide range

of activities, including our strategic financial

education programmes and supporting the

SJP Charitable Foundation. We know that

volunteering experiences benefit those giving

their time as well as the communities they

support. That is why we encourage all

employees to volunteer two days a year in work

time and provide ongoing opportunities on our

internal website. This year 496 employees

volunteered 4,139 hours (2024: 1,012 employees

and 10,065 hours). Although this year’s metrics

have fallen we are pleased with these results

in a period of significant change in the

business, and completion of our

organisational redesign, which is referenced

in the Chief Executive Officer’s report.

Supporting communities through

our Charitable Foundation

The Charitable Foundation has been at the

heart of our business for more than 30 years.

Its ambition of making a positive and lasting

difference to people’s lives has helped

numerous charities to achieve transformational

impact. 76% of people supported through the

Charitable Foundation report a substantive or

transformational impact on their life (2024: 79%).

We are proud to match all donations and

fundraising from the SJP community to the

Charitable Foundation, raising a total

£6.7 million in 2025 (2024: £9.0 million). We have

also worked collaboratively with our partner

charities to support the development of their

people through the allocation of some of our

Government Apprenticeship Levy funding.

The Charitable Foundation’s grant-making

is focused on supporting small and medium-

sized charities, where its funding can reach

people and communities that are most

disadvantaged and have a lasting impact.

The Foundation’s core funding themes are:

children and young people; end-of-life care

and support; living well with cancer;

supporting mental health; and, from 2026,

financial wellbeing.

Read more about the Charitable

Foundation at sjpfoundation.co.uk

Our 2025 Real Life Advice Report found that

people receiving ongoing advice are more

than twice as likely to have a comprehensive

financial plan with timelines and clear life

goals compared to those who are not. Most

importantly, 85% of those with ongoing advice

say they are on track or ahead of their savings

and investment targets, compared with 64%

of those without.

We are proud to play an important role in

improving people’s financial lives. Our advisers

provide invaluable advice to their clients and

empower them to realise their ambitions.

However, our focus doesn’t stop at our clients,

because we believe financial wellbeing is a

key component of a thriving society.

Our clients

Our greatest impact on financial wellbeing is

delivered through the trusting relationships

our professional advisers build with their

clients and the invaluable advice provided.

This can lead to both financial and non-

financial benefits. More detail on the value of

financial advice and the part we play can be

found in the Business Model section.

We recognise that people are all unique, with

different needs and ambitions. Our advisers

seek to understand their clients’ individual

circumstances, including how much knowledge

they have about money and what financial

wellbeing means to them. We continue to

enhance our support for clients in vulnerable

circumstances. Specialists across the

business have continued to develop adviser

training and resources to help us better meet

the needs of vulnerable clients and prevent

foreseeable harm. Our adviser training

curriculum also includes case studies to guide

advisers in tailoring advice for additional

vulnerability needs.

Our employees

We all experience major life events or

milestones, and these are often the biggest

prompts for people to seek financial advice.

With this in mind we support our employees

on their own financial journeys by providing

them with access to knowledge and

guidance. A new dedicated page on our

internal rewards platform explains how

employees can engage with a selected

panel of our advisers. They can also access

training and resources to help them be

mindful in their spending, saving and

financial planning.

Our communities

Our research found that 40% of parents fear

their children will never get on the property

ladder and 38% worry they will not build

sufficient savings. We have consistently

advocated for providing financial education

at the early stages of life and welcomed the

Government’s announcement that it will be

added to the primary school curriculum.

Our approach is a combination of funding

strategic partnerships and face-to-face

volunteering in schools. In 2025, we were

delighted to gift £500,000 of unclaimed

dividends to the SJP Charitable Foundation.

This funding is to primarily focus on

supporting community financial wellbeing

over the next three years. See more detail

in section 172(1). In addition, our passionate

advisers and employees engaged with

14,726 students on a range of financial

education topics, including budgeting and

borrowing. 71% of the young people who

responded to our feedback survey felt more

confident managing their money day to

day after attending one of our workshops

(2024: 77%).

Thank you from the

Charitable Foundation

We rely upon the generosity of the SJP

community in the UK, Ireland, Middle East

and Asia and our success is a result of this

ongoing dedication. Committed members

of the SJP community volunteer their time

to run our Regional Foundation Committees,

organising fundraising events and creating

connections with their local charities. Without

these deep connections and the ongoing

commitment to matched funding, our

grant-making programme would not be

possible. The willingness to give back to our

communities through fundraising, donations

and volunteering runs deep across the SJP

community. Thank you so much, we couldn’t

do it without each and every one of you.

Collectively we have directly supported 7.1

million people since 1992 (2024: 12.8 million we

have adjusted our calculation methodology

since last year’s report removing indirectly

supported beneficiaries).

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Governance

Financial statements

Other information

Strategic report

Investing responsibly

Considering material environmental, social and governance

(ESG) factors through our investment process

ESG risks and opportunities can be an important

driver of returns. We are committed to ensuring

that our investment managers are focused on

this key source of potential value for our clients.

We apply this focus across our entire fund range.

Responsible

investing

ESG risks and

opportunities

Engagement

Our Sustainable and Responsible Equity

(SRE) unit trust

goes further and has adopted

the FCA’s ‘Sustainability Focus’ label. It aims to

generate returns by investing in companies

that make a positive contribution to the

environment and society through what they

sell and/or how they are managed. In addition,

our Discretionary Fund Management (DFM)

service enables our clients to invest according

to their specific values and objectives, such as

excluding high carbon-emitting industries.

Key developments in 2025

Over the year we continued to monitor and

engage with our investment managers. We also

deepened our oversight in the following ways:

 We identified climate change and human

and labour rights as areas of priority. These

two issues have been a key focus of our

conversations with our investment

managers over the year.

 We set our second interim carbon reduction

target, aiming to reduce the emissions

associated with our investments by 50%

by 2030, versus a 2019 baseline.

 The weighted average carbon intensity

(WACI) of our investments

has reduced

by 37.5% since 2019, as at 31 December

2025 (2024: 43.9%). This exceeds our

target of a 25% reduction by 2025,

even though this year saw an increase.

Reasons for this increase include our

sector exposure changes with increased

allocations to carbon-intensive sectors

such as industrials and materials. Over

half the increase came from exposure

to three cement producers, emphasising

the disproportionate influence highly

carbon-intensive companies can have.

 We deepened our oversight of our

investment managers’ stewardship

activities, examining topics they

engaged on and challenging them

on their approach to macro stewardship

i.e. how they are trying to influence

policymakers, particularly on the issue

of climate change. Engagement will

remain a key focus in 2026.

 We published our first entity sustainability

report for SJP Unit Trust Group Limited.

This report covers our approach to

sustainability across the pillars of

governance, strategy, risk management

and metrics and targets.

 We announced changes to our Global

Equity fund which have strengthened

governance around the fund’s carbon

targets. From February 2026, the fund will

be called the Lower Carbon Equity fund

and will aim to have a carbon footprint

at least 25% below that of its benchmark.

New key performance indicators and

exclusions will also be introduced.

1 For more information see sjp.co.uk/UTG-sustainability-entity-report.

2 This target is based on emissions intensity, in line with current market practice.

3 The scope of the data represented is limited to our equity and debt for listed companies. It does not include

real estate or DFM data. This covers 82.4% of our overall FUM as at 31 December 2025.

Our responsible business

Climate change

Taking action on climate change with the aim of achieving

Group net zero by 2050

Our climate transition planning

This year marked an important evolution in

our climate approach, with the launch of our

new 2030 interim targets. We aim to reduce

our combined Scope 1 and Scope 2 emissions

by 65% by 2030 (baseline year: 2023) and the

carbon intensity of our investments by 50%

by 2030 (baseline year: 2019). Our investment

target reflects the strong progress already

made in reducing emissions in our portfolio.

As a result, we recognise further reductions

will become increasingly challenging over

time. Both targets are critical milestones on

our journey to net zero as a Group.

The targets were set following extensive

data-driven modelling. We engaged

with key subject matter experts across

the business to understand the different

factors that are likely to impact our footprint,

for example energy efficiency measures.

This enabled us to understand the level of

reductions that are stretching but achievable.

Our Scope 1 and 2 target was approved by

the Board, which retains responsibility for

managing climate-related risks, in December

2025.

Last year, we committed to reducing our

reliance on carbon offsets. Our new targets

are a crucial step in that direction, because

our ambition is to meet these through direct

emissions reductions by:

1. Reducing our reliance on fossil fuels:

switching from natural gas to electric

heating and continuing the electrification

of our fleet of company cars.

2. Increasing resource efficiency:

implementing cost-saving energy

efficiency initiatives in our UK offices –

with many already planned.

3. Transitioning to renewables: exploring the

use of onsite generation, Power Purchase

Agreements (PPAs) and Renewable Energy

Guarantees of Origin (REGOs).

However, we recognise that action beyond

our value chain can still play an important

role in the short-term. As a result, in 2025,

we voluntarily neutralised our operational

emissions

using 5,740 tCO

e of offsets

certified to recognised global standards

such as the Verified Carbon Standard.

This enhances, but does not replace, our

emissions reduction priorities above.

Key progress in 2025

We are proud to have also taken large strides

in our broader approach to climate change

this year. Some highlights are:

 reducing our Scope 1 emissions by 44.7%,

driven mainly by our targeted efforts to

improve energy efficiency in our offices

 reporting our financed emissions and

employee commuting emissions for the

first time, strengthening transparency

 measuring emissions from our investment

managers and Academy travel for the first

time, closing key data gaps

 leveraging our voice by contributing to

significant public consultations on climate,

such as the Department for Business and

Trade’s consultation regarding the UK SRS.

In 2026, we plan to build on this momentum

with purpose. We will continue improving our

emissions data and aim to use it to test the

feasibility of setting targets for our remaining

Scope 3 emissions.

Read more about our evolving climate

approach on pages 11 to 14 of our Climate

Report 2025 sjp.co.uk/ClimateReport2025

1 As of 2025, our operational emissions include our

Scope 1, Scope 2 and Scope 3 (categories 3, 5, 6 and 7).

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Our climate‑related risk management

Details of our Group-wide risk management

and control framework are available in the

Risk Management section. Climate-related

risks and opportunities are fully integrated

into our broader risk management approach.

We therefore identify, assess, monitor and

manage them using the policies and

processes referenced in that section.

Our material climate‑related

risks and opportunities

We engage subject matter experts from

across the business at least annually to

identify climate-related risks to the business

at Group level. As part of this process, we

consider both transition risks (such as changes

in regulations) and physical risks (such as

flooding), as well as potential opportunities.

We then assess the timeframes and materiality

of each of those risks, prioritising mitigations

for those that score the highest.

Our most material transition risks and

opportunities are shown in the tables on the

right. We have described the potential impact

of these and provided examples of the actions

we take to mitigate each risk and help capture

each opportunity. We have also shown the

four principal risks to the business that are

amplified by these climate-related risks.

These principal risks are detailed further

in the Risk Management section.

Physical risks were deemed immaterial to

us given the nature of our business and the

mitigations we have in place. For example,

each of our managed UK offices has

appropriate buildings insurance. This helps

protect against flood risks arising from severe

climate-related weather events. We also have

a detailed business continuity plan and

operational resilience programme, which

ensure that key services can continue in

the event of climate-related disruptions.

For a more detailed breakdown of our climate-

related risks, opportunities and impacts,

please see our Climate Report 2025 sjp.co.uk

ClimateReport2025

Timeframes

Timeframes refer to when we believe a risk/opportunity is most likely to have a potentially material impact. Our short-term timescale is aligned with our business planning horizon;

our long-term timescale is calibrated to the Science Based Target Initiative’s recommended definition of 10+ years. We use ‘medium-term’ to cover the period between the two.

Short‑term – 0-5 years

Medium‑term – 6–9 years

Long‑term – 10+ years

Principal risk

amplified

Underlying climate‑

related risk(s) identified

in Climate Report 2025

Timeframes Description of risk and impacts Example mitigation

(full list in Climate Report 2025 pages 16 to 17 and 20)

Transition risks

Strategy

and change

Reputation risk –

greenwashing &

action failure

Loss of existing or prospective clients due to

negative publicity caused by greenwashing

or perceived failure to contribute to tackling

climate change. This could reduce our

market share and revenue.

We review our corporate fund marketing

materials to ensure they align with anti-

greenwashing rules.

Client

proposition

Client offering

Loss of existing or prospective clients if they

have climate-related preferences that our

products do not or cannot suitably meet.

This could reduce our market share and

revenue.

We adopted the FCA ‘Sustainability Focus’ label

for our Sustainable & Responsible Equity Unit

Trust. Clients with an ESG focus are made aware

of this product.

Regulatory

and

legislative

Policy & legal risk –

cost of regulatory

compliance

Increased costs for continued compliance

given enhanced climate-related disclosure,

governance and risk management

obligations. Regulatory fines if we fail to

comply, which would also increase costs.

We have begun preparatory work towards

alignment with aspects of emerging regulations,

such as the UK SRS.

Financial

Market risk –

investment values

Climate-related physical and transition

risks could negatively impact the value of

the companies we invest in and the assets

we hold on behalf of clients.

The solvency risk is largely minimised by

matching our assets to policyholder liabilities

(asset-liability matching). Our investment

managers also consider climate risk as part

of their investment decision-making.

Type of opportunity & timeframes Description Examples of actions taken

Opportunities

Client offering

The potential impact on the business includes

the ability to attract new clients and retain or

grow our market share.

The client attraction and retention

opportunity arising from developing

sustainable investment solutions to

meet the potentially increasing demand

for sustainable products.

 We monitor our investment managers to ensure that

they are taking all material ESG factors into account.

 We regularly review our offering to consider whether

there is demand for further sustainable products.

Reputation benefits

The potential impact on the business includes

strengthening client trust, which could increase

retention and gross inflows, helping to grow

market share and revenue.

The opportunity to increase trust and

client satisfaction by aligning more

closely with clients’ expectations in

relation to climate action.

 All of our investment managers remain Principle

for Responsible Investment signatories.

 We have set transparent, data-driven interim emissions

targets for our investments and for our Scope 1 and 2

emissions. We have also reduced our reliance on

carbon offsetting.

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Climate scenario analysis

We use climate scenario analysis annually as

a tool to help us assess the potential impacts

of climate-related risks and opportunities on

our business.

Our analysis uses three contrasting climate

scenarios (shown below) constructed by the

Network for Greening the Financial System

(NGFS), Phase V. These scenarios are widely

used across the industry (including by the

Bank of England). They are designed to

highlight the potential impact of both physical

and transition risks across a wide range of

future climate scenarios.

Modelling limitations and

assumptions

We believe climate scenario analysis is useful

for strategic planning and risk mitigation.

This is because it provides an indication

of the resilience of our business to climate

change – allowing us to strengthen our

mitigations where appropriate.

However, scenario analysis is not an exact

science. For example, it is based on a

snapshot of our current investment holdings,

which change over time. It does not account

for how we (or the companies we invest in)

would adapt to changing climate conditions.

Impacts and resilience

Our analysis assesses the climate value at risk

of our investments. This is simply an estimate

of how much value a company’s assets could

lose due to climate change. We considered

the impact on our overall portfolio, as well

as by sector and geography.

The results showed that transition risks to

our investments were highest in the Orderly

scenario, which disproportionately impacts

companies sensitive to rapid decarbonisation.

In contrast, the risk was greatest in the Hot

House World scenario for sectors and

geographies vulnerable to physical risks such

as extreme weather events.

As our income is largely generated as a

percentage of funds under management,

a reduction in the value of our investments

could decrease our revenue. This impact was

possible under all scenarios tested. However,

our modelling shows that once mitigating

controls are taken into account, our business

remains resilient in all three scenarios tested.

Examples of the mitigations driving our

resilience to climate risks are:

 Asset-liability matching: our liabilities to

clients are fully matched by our invested

assets, which means they rise and fall in

tandem. This protects us from solvency risk.

 Diversification: we offer a wide range of

products, resulting in a diversified portfolio

across geographies and sectors. This

reduces the risk that climate impacts in

one specific area disproportionately affect

our overall performance.

 Asset manager monitoring: we assess all

investment managers annually to ensure

their investment processes and decision-

making appropriately consider climate-

related risks.

Read more about our scenario analysis, climate-

related risks and resilience in our Climate

Report 2025 sjp.co.uk/ClimateReport2025

Our scenarios

+1.5°C

Orderly – Net Zero 2050

Approximate global warming by 2100: +1.5°C

An optimistic scenario that assumes ambitious

climate policies are introduced immediately and

implemented smoothly, reflecting our ambition

as a Group.

+3°C

Hot House World

Approximate global warming by 2100: +3°C

Assumes only current policies are preserved,

resulting in continued emissions increases and

a minimum of 3°C warming.

+1.5°C

+2°C

Disorderly – Delayed Transition

Approximate global warming by 2100:

+1.5°C to +2°C

Assumes global emissions do not decrease until 2030,

followed by an ambitious policy response thereafter.

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Our climate change metrics and targets

The table below shows the key metrics we use to monitor our exposure to climate-related risks and opportunities. It outlines the specific

risk or opportunity that each metric helps us track, any targets we have set for those metrics, and our progress against them.

Area Metric Description Risk/Opportunity Target Progress

Investment

universe

Weighted

average

carbon

intensity

(WACI)

The emissions our investments produce for every US dollar ($) of

revenue they generate. US dollars are used to aid international

comparability.

This is a good indicator of how carbon-intensive or efficient our

products are relative to others. We track our WACI at least

annually. For more details, please see our TCFD Product Report.

Transition risk:

reputation

Opportunity:

reputation

Reduce the carbon intensity of our portfolio by

50% by 2030 (baseline year: 2019).

We have already achieved a 37.5%

reduction in the carbon intensity

of our portfolio.

Our previous 2025 target was

successfully met ahead of time.

See our TCFD Product Report

for more information

sjp.co.uk/tcfd-product-report

Absolute

financed

emissions

The total emissions from our investment portfolio.

This allows us to monitor the overall impact of our portfolio,

including funds we invest on behalf of our clients, on climate

change. We track our absolute financed emissions at least

annually.

Transition risk:

reputation

Opportunity:

reputation

Our Group net zero by 2050 target includes

emissions from our investments.

In the short-term, our focus is on reducing the

carbon intensity of our portfolio by 50% by

2030 (baseline year: 2019).

We have already achieved a

22.3% reduction in the financed

emissions of our portfolio since

2022/23.

See our TCFD Product Report

for more information about

the financed emissions of our

individual products

sjp.co.uk/tcfd-product-report

Sustainable

funds under

management

The total amount of funds in pounds Sterling (£) that are invested

in our Sustainable & Responsible Equity Unit Trust.

This enables us to track demand for our ESG-related products,

helping us adapt our client offering to better capture that

demand.

Transition risk: client

offering

Opportunity: client

offering

We do not have a specific FUM target for this

fund but continue to track this metric because

it is a useful signal of market demand for

sustainable products. This allows us to evolve

our client offering as appropriate.

See factsheet for

more information

sjp.co.uk/funds

Operations

Operational

emissions

Our Scope 1, Scope 2 and limited Scope 3 emissions (categories

3, 5, 6 and 7).

This helps us track the direct impact of our own activities as a

business and the effectiveness of our climate strategy over time.

We track our operational emissions at least annually.

Transition risk:

reputation

Opportunity:

reputation

Reduce our absolute combined Scope 1 and

Scope 2 emissions by 65% by 2030 (baseline

year: 2023). This contributes towards our Group

net zero by 2050 target, which includes

emissions from our operations.

We will also explore the feasibility of setting

target(s) for our operational Scope 3 emissions

in 2026.

More information about our previous

operational emissions targets, which expired in

2025, can be found in our Climate Report 2025.

Read more about our

operational emissions and

our Scope 1 and 2 targets on

page 12 of our Climate Report

2025

We have already achieved a 15.9%

reduction in our combined Scope

1 and 2 emissions since 2023.

1 The scope of the data captured in this metric is limited to our equity and debt for listed companies. It does not include real estate or DFM data. This covers 82.4% of our overall FUM as at 31 December 2025.

2 The most recent TCFD Product Report is for the year ended 31 December 2024, and was published in June 2025.

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Summary of our operational

emissions

We continue to track and disclose the annual

consolidated greenhouse gas emissions and

energy usage for which St. James’s Place plc

is responsible. The table below summarises

our gross operational emissions for the 2025

reporting year. Our full emissions disclosure is

in the Other Information section and provides

a complete breakdown of all our applicable

Scope 3 categories. That section includes

non-operational emissions such as our

financed emissions and supply chain

(which are excluded below).

We are pleased to report progress across both

Scope 1 and Scope 2 emissions. Our Scope 1

emissions decreased by 44.7%, primarily

reflecting our efforts to reduce natural gas

consumption across our offices through

targeted energy efficiency measures. Our

Scope 2 (market-based) emissions fell by

14.2%. This was driven by an increased

proportion of our offices using renewable

energy, combined with implementing new

energy efficiency measures such as putting

building management systems into additional

offices. We are proud to have made

measurable progress in these areas.

We are also encouraged by the reduction

in our operational Scope 3 emissions, which

was largely due to declines across most

categories of business travel, including hotel

stays, rail travel and car mileage. In 2025,

we continued our efforts to reduce business

travel and embed more efficient ways of

working, delivering emissions reductions for

a second consecutive year. We also reported

a 15.4% improvement in emissions from

employee commuting. While waste-related

emissions increased slightly, this mainly

reflects data limitations rather than a material

increase in the amount of waste we generate.

We will explore opportunities to improve the

quality of waste and other Scope 3 emissions

data in 2026.

A full breakdown of our 2025 and baseline

year numbers is available in our full emissions

disclosure on page 207

Methodology

To maximise comparability and accuracy,

we follow all requirements of the Greenhouse

Gas Protocol’s Corporate Accounting and

Reporting Standard. Our financed emissions

calculations are also aligned with the

Partnership for Carbon Accounting Financials

(PCAF). We apply the operational control

consolidation approach.

We collect and report our climate data on

a one-quarter lag, so this year’s reporting

includes data from 1 October 2024 to

30 September 2025. Any estimates included in

our totals are derived from actual data which

has been extrapolated to cover the full

reporting period. Where accurate data was

not available, we have relied on emissions

factors from recognised sources, such as the

Department for Energy Security and Net Zero

(DESNZ) and the Department for Environment,

Food & Rural Affairs (DEFRA).

Re‑baselining

We have publicly reported our emissions

for over a decade as part of our commitment

to transparency. We have worked hard to

strengthen the quality of our emissions data

during that time.

In 2025, to support the development of our

new interim targets, we took further steps

to strengthen our emissions disclosures by

closing key data gaps. For example, this year

we are reporting employee commuting

emissions for the first time. As a result, we

have changed our baseline year from 2018

to 2023, as it is the earliest year with fully

comparable data. For consistency, emissions

from the comparison year (2024) have been

restated below to reflect this updated

approach.

This ensures we can monitor and report

progress against our new climate targets

more accurately moving forward. The change

in base year does not impact our commitment

to achieve net zero as a Group by 2050.

Our operational emissions

Scope

Current reporting year (2025) Comparison reporting year (2024)

Global

(excluding UK) Total UK

Global

(excluding UK) Total

Energy consumption

used to calculate emissions (kWh) 7,660,305 320,334 7,980,639 11,155,500 220,473 11,375,973

Scope 1 emissions (tCO

e) 330 - 330 597 – 597

Scope 2 (location-based) emissions (tCO

e) 1,042 133 1,175 1,656 105 1,761

Scope 2 (market-based) emissions (tCO

e) 596 135 731 750 102 852

Total gross Scope 1 & Scope 2 emissions / tCO

(location-based) 1,372 133 1,505 2,253 105 2,358

Total gross Scope 1 & Scope 2 emissions / tCO

(market-based) 926 135 1,061 1,347 102 1,449

Carbon intensity ratio: tCO

e (gross Scope 1 + 2) / MWh

(market-based) 0.121 0.421 0.133 0.121 0.463 0.127

Emissions from operational Scope 3 sources

4,577 8,413

Total gross tCO

e based on above (location-based)

6,082 10,771

Total gross tCO

e based on above (market-based)

5,638 9,861

1 Energy consumption figures include all energy related to both Scope 1 and Scope 2.

2 This table includes only operational emissions, which captures the following Scope 3 categories: 3, 5, 6 and 7. We track and disclose additional Scope 3 emissions categories

in our full emissions disclosure in the Other Information section of this Annual Report and Accounts. That section also includes the following Scope 3 categories: 1, 2 and 15.

3 Total emissions for 2024 have been restated from 3,035 to 10,771 (location-based) and from 2,126 to 9,861 (market-based) for the reasons described under ‘Re-baselining’.

The table above sets out mandatory reporting on greenhouse gas emissions and global energy use pursuant to the Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations 2008, as amended by the Companies Act 2006 (Strategic Report and Directors’

Report) Regulations 2013 and the Streamlined Energy and Carbon Reporting (SECR) under the Companies (Directors’ Report) and Limited

Liability Partnerships (Energy and Carbon Report) Regulations 2018.

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Our responsible business

Our Climate Report

Our comprehensive Climate Report 2025 covers all Task Force on Climate-related Financial Disclosures (TCFD) recommendations and recommended

disclosures and can be found separately here: sjp.co.uk/ClimateReport2025. This allows us to provide additional details of the work we do in

relation to climate change, even where not required under TCFD. To aid readers of the Annual Report and Accounts, we provide a summary of

the key Group disclosures from that report below and have signposted to relevant sections for reference.

Summary of our TCFD‑aligned disclosure

We are fully consistent with the TCFD recommendations. We have also considered the TCFD’s All Sector Guidance and relevant sector-specific

guidance and consider SJP to be aligned with these.

Disclosure in this

Annual Report and

Accounts

Description TCFD recommended disclosure Summary of our disclosures Disclosure pages

in the Climate

Report 2025

Governance

pages 41 and 49

Disclose the organisation’s

governance around climate-

related risks and

opportunities.

a) Describe the Board’s oversight of climate-related risks and opportunities. We have provided an overview of how we govern

climate-related risks and opportunities, including

setting our climate targets and strategy. We

identify our accountable leaders and provide

more context on our subsidiaries.

pages

07 to 09

b) Describe management’s role in assessing and managing climate-

related risks and opportunities.

Strategy

pages 41 to 43

Disclose the actual and

potential impacts of climate-

related risks and opportunities

on the organisation’s

businesses, strategy and

financial planning where

such information is material.

a) Describe the climate-related risks and opportunities the organisation

has identified over the short, medium, and long-term.

We have outlined the short-, medium- and long-

term climate-related risks and opportunities

identified for the business. Using this assessment,

alongside our scenario analysis, we have

considered the potential impact of these on our

business model and described the mitigations

in place to ensure we remain resilient in any

climate scenario.

pages

11 to 20

b) Describe the impact of climate-related risks and opportunities on the

organisation’s businesses, strategy, and financial planning.

c) Describe the resilience of the organisation’s strategy, taking into

consideration different climate-related scenarios, including a +2°C

or lower scenario.

Risk

pages 33 to 35

and 42

Disclose how the organisation

identifies, assesses and

manages climate-related risks.

a) Describe the organisation’s processes for identifying and assessing

climate-related risks.

We have outlined our risk management and

control framework, which sets out the processes

we use to identify, assess and manage risks to

the business. These also apply to climate-related

risks and opportunities, which are fully integrated

into our broader risk management.

pages

22 to 23

b) Describe the organisation’s processes for managing climate-related risks.

c) Describe how processes for identifying, assessing and managing

climate-related risks are integrated into the organisation’s overall risk

management.

Metrics and

targets

pages 44 to 45

and 207

Disclose the metrics and

targets used to assess and

manage relevant climate-

related risks and opportunities

where such information is

material.

a) Disclose the metrics used by the organisation to assess climate-related

risks and opportunities in line with its strategy and risk management

process.

We have listed our key climate-related metrics,

which we use to help track our exposure to

climate-related risks and opportunities. We have

also disclosed our Scope 1, 2 and 3 greenhouse

gas emissions, the targets we have set for these,

and our progress against those targets.

pages

25 to 31

b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas

(GHG) emissions, and the related risks.

c) Describe the targets used by the organisation to manage climate-

related risks and opportunities and performance against targets.

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People

Investing in long-term relationships so we can create success together

People are central to how we grow

and deliver impact. This is why

we invest in long-term relationships

with our clients, employees, advisers

within our Partnership and their

support staff.

We understand that how we make

connections, and the environment we create,

are essential to our success. Therefore

meaningful engagement with all of our

stakeholders is important to us. See more

detail in the section 172(1) statement section.

Client satisfaction and retention

In 2025, we revised our methodology for

collating client feedback from an annual

survey to quarterly surveys. More frequent

touchpoints allow an average reading for the

year, removing some of the highs and lows

experienced when taking readings at a single

point in time. This means we can see what

impact the delivery of our business strategy

has on clients; especially important during

this transformational period in SJP’s history.

This year we have received responses

from 19,300 clients that are selected to

be representative of our total client base.

As shown on the following charts for value for

money and overall satisfaction, and on page

02 for client advocacy, metrics have dipped

slightly, however, we are pleased overall with

these results in a period of significant change

in the business.

We continue to work closely with our client

community. A group of over 4,000 clients

have agreed to participate in our research

projects and focus groups throughout the year.

This helps us to ensure that the voice of

the client is central in the development of

our products and services. We have strong

engagement with this cohort of clients

and are grateful for their active involvement

with our continuous programme of research.

Value for money

2021 2022 2023 2024 2025

83%

62%

63%

65%

68%

Overall satisfaction

2021 2022 2023 2024 2025

94%

87%

81%

79%

82%

Employee wellbeing

Throughout the period of change in the

business this year, we shared continual

reminders of all the wellbeing resources

and support available. The Group Executive

Committee (GEC) encouraged their teams to

set clear priorities, have open conversations

about workload, and maintain a healthy

work-life balance. Ultimately, our goal is to

ensure employees feel empowered to focus

on what really matters without compromising

their wellbeing.

We offer our employees a range of wellbeing

benefits such as a 24-hour employee

assistance programme, and we are a

member of the Compassionate Employers

Programme. This year we launched a new

family hub that provides resources and

guidance on all things family-related. For

those employees with a disability, impairment

or long-term condition, we consider reasonable

adjustments that can be made to areas such

as working environment or pattern. This is

guided by our workplace adjustment policy

and options are discussed in conjunction

with the employee and occupational health

specialists.

Reward and benefits

As part of our annual remuneration review,

we increased the minimum salary level for our

most junior graded staff in addition to those

on our early careers apprenticeship scheme.

This builds upon the approach taken in 2024

where we prioritised those who were below

the market median and our lower-paid

colleagues. We are working towards

improving our ethnicity and gender pay gaps,

which we disclose in our annual Pay Gap

Report. This is available on our website at

sjp.co.uk/shareholders/esg-reporting-hub.

Share participation creates a strong sense

of ownership and interest in the performance

of the business. We had 67% employee

participation in our Share Incentive Plan

and Sharesave Plan following the invitation

period to eligible employees. We provide

a comprehensive benefits package for

employees, including a minimum pension

contribution of 10%, protection benefits, salary

sacrifice and payroll benefits. We are proud

that our maternity and paternity leave is an

enhanced benefit of 26 weeks at full pay.

Learning and development

We invest in the personal development of our

people to enhance their knowledge, abilities

and individual skills. Our in-house learning

platform drives learning initiatives throughout

our organisation and caters to all employees,

advisers within our Partnership and their

support staff. We provide engaging learning

experiences, with a focus on peer-to-peer

learning, on-demand digital content and

instructor-led sessions.

Our in-house platform supports learners with

additional needs by blending a mix of text,

audio, face-to-face, video, and interactive

content. All our video content has closed

captions and transcripts compatible with

screen readers. We continue to improve our

learning offerings and seek feedback from

all learners. We track learners’ satisfaction

through a net promoter score. Software

changes disrupted this tracking in 2025; we

intend to resume reporting this metric in 2026.

This year we ran Korn Ferry Leadership

Assessment work with the GEC and will roll

this out further in 2026. This is a globally

recognised employee assessment tool

designed to evaluate leadership potential

and performance. We continued to run

leadership development, team effectiveness

and psychological safety sessions in support

of newly forming teams. These will be an

ongoing focus as we continue to drive

towards high performance, healthy corporate

culture and good client outcomes.

In 2025, our early careers programmes trained

13 graduates and 22 apprentices. We are

focused on attracting diverse talent into our

early careers pool. We also offer employees

Apprenticeship-Levy-funded programmes

as part of their professional development,

with 33 employees enrolling during the year.

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1 Employees may appear in more than one of the

data points and graphs presented on this page.

2 Apart from the Board composition, these targets

relate to our core employee base.

3 We have defined senior roles within our core

employee base as a combination of GEC and

their senior direct reports

and managers and

decision-makers.

4 Gender information is an evolving area of

reporting and there are a variety of different

frameworks requiring disclosures under different

definitions and calculation methodologies.

As a result, not all of our statistics will align to

each other.

5 The GEC and their senior direct reports; this includes

the Company Secretary and excludes administrative

and executive support staff such as personal

assistants and executive assistants.

6 Managers and decision-makers are defined as

employees who have responsibility for planning,

directing or controlling activities of the Company,

or a strategically significant part of the Company.

This aligns with CA 2006, S414C(8)(c), for the directors’

disclosure see page 70.

7 Includes GEC and their senior direct reports.

8 Relates to our core employee base.

For UKLR6.6.6 R(9 to 11) Board and executive management diversity disclosures please refer to pages 67 and 70.

The following figures and charts for race

and ethnicity, gender, sexual orientation

and disability are based on voluntary

employee diversity disclosures for our core

employee base as at 31 December 2025.

Minority ethnic representation

GEC and their senior

direct reports

92.1%

White

2024: 90.6%

6.3%

Asian, Black,

Mixed, Other

2024: 9.4%

1.6%

Prefer not to say

2024: 0%

All

employees

88.6%

White

2024: 89.4%

10.2%

Asian, Black,

Mixed, Other

2024: 9.5%

(see ethnicity graph on

the right for breakdown)

1.2%

Prefer not to say

2024: 1.1%

At 31 December 2025 we had 2,859

employees in the Group, of whom 2,601

were in the UK (31 December 2024: 3,334

employees, of whom 3,060 were in the UK).

Headcount has reduced as part of our

organisational redesign as referenced in

the Chief Executive Officer’s report.

A breakdown of our workforce by gender

is shown below.

Gender

GEC and their senior direct reports

Female

2024: 25

Male

2024: 46

Managers and decision‑makers

130

Female

2024: 127

195

Male

2024: 248

Total employees

1,512

Female

2024: 1,769

1,347

Male

2024: 1,565

Diversity, equity and inclusion (DEI)

During 2025 we started to refresh our DEI

strategy, providing the opportunity to be more

deliberate and targeted in our approach.

We believe DEI is essential to creating a high-

performing organisation where employees

feel motivated and comfortable to be their

authentic selves. We are committed to

improving our diversity representation and

are working towards the following targets:

 40% female representation on the Board

by 2025. This is discussed on page 69.

 40% female representation in senior roles

3,4

by 2028 (42.5% as at 31 December 2025).

 10% minority ethnic representation in our

GEC and their senior direct reports

2027 (see figures on the right).

 12% minority ethnic representation by 2028

(see figures on the right).

The voluntary diversity disclosure rate of our

core employee base is 70.7% (2024: 75.3%). For

more detail on progress against our targets

see the Report of the Group Nomination and

Governance Committee.

Our DEI policy recognises diversity as a strength.

Our approach remains focused on attracting,

retaining and developing diverse talent.

This includes giving full and fair consideration

to all applications for employment, fostering

an inclusive environment with equal

opportunities for all employees to build their

careers, irrespective of their background or

characteristics. We have worked to understand

more deeply the lived experiences of our

female and ethnically diverse employees.

This took place through working groups, to

test ideas and support change in this space,

and through listening sessions hosted by

GEC members. We also launched a new

Management Hub, which sets the expectations

for managers and guides them through

day-to-day processes with inclusion

woven throughout. In addition, we reviewed

sponsorship of our employee networks

ensuring they all have a senior sponsor

at GEC level, with regular touchpoints.

Gender

Sexual orientation

Ethnicity

Disability

Female 52.3%

Male 46.0%

Non-binary 0.4%

Other 0.0%

Prefer not

to say (PNS) 1.3%

Heterosexual 92.4%

Bisexual 1.6%

Gay/lesbian 1.9%

Other 0.4%

PNS 3.7%

White 88.6%

Asian 6.5%

Mixed 1.8%

Black 1.6%

Other 0.3%

PNS 1.2%

Without a

disability 86.1%

With a

disability 10.9%

PNS 3.0%

Our responsible business

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Our responsible business

Good governance

Helping us to build trust and effectively manage responsible-business-related risks and opportunities.

Good governance helps us deliver

good outcomes for our clients by

making sure we remain accountable

for the commitments we make.

It underpins our RB approach with

the overall strategy, including for

climate, determined at Group level.

Accountability for managing climate-related

risks and opportunities is owned by the Board

and the accountable Board Director for our

climate approach is the Chief Executive

Officer. Collectively, the Board considers

RB-related opportunities and risks, such as

climate change and modern slavery, when

reviewing our Group risk appetite statement.

This statement considers the Group’s strategic

objectives and the risks which might

materially impact on our ability to meet

those objectives. Key climate-related updates

are presented to the Board, and the Board

approved our new Scope 1 and 2 interim

target this year. We report regularly on our

DEI targets to the Board, GEC and the Group

Nomination and Governance Committee.

The accountability of our collective GEC is

evidenced through their objectives which

include measures around DEI. See the

Governance section for information on our

overarching governance framework.

Sustainability governance framework

We have specific governance forums which

oversee and manage RB-related risks and

opportunities for the wider Group, as outlined

on the right.

1 Subsidiary boards play an important part in the

oversight of the delivery of the Group’s strategy,

including on climate, operating in line with the

Group’s governance framework.

Chief Executive Officer

sets the tone of our approach to being a responsible business. He is

supported by the GEC, who facilitate the execution of RB-related activity.

The GEC reviewed the proposed 2030 interim targets for our Scope 1

and 2 emissions twice, providing challenge for management to

consider, followed by recommending them for approval to the Board.

Group Audit Committee

reviews key regulatory reports,

including the Climate Report.

The Committee meets regularly

during the year with at least one

meeting covering climate

change.

Group Nomination and

Governance Committee

reviews our RB approach with a

diversity, equity and inclusion

focus.

Group Remuneration

Committee

reviews key regulatory reports,

including our Pay Gap Report.

This discloses both gender-and

ethnicity-related data.

Group Risk Committee

provides guidance and advice

to the Board in relation to

RB-related risks.

Group Executive Committee (GEC)

Working groups

There are a number of working groups consisting of subject matter experts from across the business that provide guidance and recommendations

on their respective key RB topics. These include environment and climate change, DEI, and modern slavery and human trafficking.

Chief Risk Officer

is supported by accountable individuals at

entity level, oversees the efficacy of Group

risk management, including climate-related

risks and opportunities.

Chief Financial Officer

holds the senior management function

for climate and has oversight of our RB

approach and related policies. She is

supported by the Responsible Business

Advisory Group.

Group Investment Director

ensures ESG considerations, including

climate change, are considered in our

investment strategy. He is supported by

the Investment Committee.

Responsible Business Advisory Group

provides guidance on our RB ambitions, including on climate change.

The group reviewed our new Scope 1 and 2 interim climate targets twice

during the year ensuring robust challenge. They also reviewed all

RB-related regulatory reports.

Investment Committee

validates the responsible investment considerations embedded into our

investment processes, including those linked to climate. The Investment

Committee also approves our responsible investment policy and

climate targets.

The Board

sets the strategic direction in relation to our RB approach.

This covers our entire framework with a focus on financial

wellbeing, investing responsibly, climate change, community

impact, people and good governance.

The accountable Board

Director for our RB approach is the Chief Executive Officer.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Governance

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Other information

Strategic report

Human rights

The European Convention on Human Rights,

incorporated into UK law via the Human Rights

Act 1998, sets out the fundamental rights and

freedoms that everyone in the UK is entitled to.

We are committed to respecting and

supporting the protection of internationally

proclaimed human rights and managing

our business in an ethical manner, with no

tolerance for the abuse of human rights

(including modern slavery). Our Board

approved human rights policy is available on

our website at sjp.co.uk/responsiblebusiness.

Our approach to human rights includes:

 Our focus on DEI and employee wellbeing,

as discussed earlier in this report, provides

detail on how we work to prevent negative

impacts on these human-rights-related

topics.

 All employees have access to our code

of ethics and equal opportunities policies,

which make it clear that we oppose all

forms of unfair discrimination or

victimisation.

 Our bullying and harassment policy makes

it clear these behaviours are unacceptable,

and we take proactive steps to prevent

them. We monitor workplace culture

through surveys, exit interviews and case

data. This year, we introduced listening

and rising talent sessions to hear wider

perspectives, attended by an executive

committee member and a Non-executive

Director. All employees, advisers within

our Partnership, and their support staff

are required to complete Equality Act

training which covers harassment

and discrimination.

 We respect the dignity of individuals and

support the right of employees to freedom

of association and to join, and be informed

of the right to join, trade unions in

accordance with local law. This includes,

once in force, the Employment Rights Bill.

 Everyone has the right to a private life,

including the right to have their private

and confidential information protected.

See the data protection section on the next

page for more information on our

approach to this.

 We are committed to respecting the

health and safety of our workers. We gather

accident and illness data which is reported

to the Health and Safety Committee

quarterly. Due to our office environment

the risk of accidents remains low.

 More broadly, our supply chain due

diligence and ongoing oversight seek

to secure evidence of good practice in

relation to human rights. Recognising the

impact of payment practices on workers

in the value chain, we are signatories of

the Fair Payment Code. This is encouraged

by the Department for Business and Trade

and demonstrates our commitment to

good payment practices between

ourselves and our suppliers. During 2025

we engaged Slave Free Alliance to support

the development of culturally appropriate

modern slavery due diligence questions

for our Asia and Middle East operations.

These will be implemented during 2026.

Responsible procurement

Our procurement process is designed to

ensure we meet our regulatory and business

obligations. Our outsourcing and supplier

management policy requires effective,

risk-based due diligence to be conducted

on all new suppliers and outsourcers.

Where applicable this includes an

assessment of their approach to compliant,

responsible and sustainable procurement.

This includes, but is not limited to, their

environmental sustainability, ethical and fair

treatment of workers (including human rights,

and health and safety), information security

and financial crime prevention (including

anti-corruption and bribery). This year we

have streamlined our due diligence process

to ensure efficiencies both for us and for our

suppliers and outsourcers. We have reduced

the length of our due diligence question set

by 26%, ensuring that suppliers are only asked

for information relevant to their level of risk or

impact on the business.

We continue to engage business owners

and relationship managers to provide regular

oversight. This is supported by periodic

reassessment of the due diligence throughout

the term of the relationship. We remain a

Living Wage Foundation accredited employer

and assess, where applicable, how our third

parties remunerate their workforce. In some

cases, we have ensured our commercial

agreements reflect this requirement and we

provide the supplier with the correct support

to do so.

We expect our suppliers and outsourcers to

abide by all applicable laws, statutes and

regulations in force (including the Bribery Act

and Equality Act in the UK), and seek to include

clauses in our contracts with direct business

relationships to this effect. As part of updating

our investment manager contract templates

this year we included specific clauses on

anti-bribery and anti-corruption. These will

be standard going forward.

Anti‑bribery and anti‑corruption

In line with the Group’s risk appetite statement,

we will not tolerate any act of bribery, corruption

or improper influence. We take all reasonable

measures to prevent these.

Where products and services pose a risk

of facilitation of bribery or inducement we

seek to minimise this risk. We do this through

the implementation of a comprehensive anti-

bribery and inducement training programme

throughout the Group which meets relevant

legal and regulatory requirements. We apply

the ‘Home Country Standards’ principle as

set out by the Financial Action Task Force, i.e.

where a standard applicable to a local entity

differs from that applicable in the jurisdiction

in which the Group is headquartered, the

higher of the two standards will apply.

Our Board is responsible for the oversight of

the Group’s financial crime prevention policy,

which includes anti-bribery and corruption,

and reviews this annually. All employees,

advisers within our Partnership, and their

support staff complete mandatory annual

training on anti-money laundering and

mandatory biennial training regarding other

financial crimes including preventing fraud,

bribery and corruption, and facilitation of

tax evasion.

In 2025 we were not issued with any

associated fines or penalties relating to

corruption. Our anti-bribery and corruption

policy statement is available on our website

at sjp.co.uk/shareholders/about-us/

corporate-governance.

See the Report of the Group Audit Committee

on page 79 for information on our approach

to fraud.

Our responsible business

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Governance

Financial statements

Other information

Strategic report

Our responsible business

Mechanism for raising concerns

Our speak up policy and whistleblowing

framework offer a clear and accessible

channel for all employees, advisers within

our Partnership and their support staff, and

any external stakeholders to raise any matters

of concern or report potential breaches of our

policies and codes. This can include issues

linked to anti-bribery and corruption, human

rights, or bullying and harassment. Everyone

across the organisation, advisers and their

support teams included, receives annual

training on the whistleblowing arrangements.

The whistleblowing framework reinforces our

corporate governance by helping us identify

risks early, protect the organisation’s reputation,

and support a positive workplace culture. It is

an essential part of managing risk effectively

and maintaining trust with our stakeholders.

In 2025, under the oversight of the

Whistleblowers’ Champion, we maintained

clear, confidential and anonymous channels

for raising concerns without fear of retaliation.

The framework continued to operate

effectively throughout the year, supporting

transparency and accountability, and ensuring

that all concerns were handled appropriately.

See more information in the Report of the

Group Audit Committee in relation to Board

oversight of this process.

We adhere to all whistleblowing laws and

regulations relevant to the jurisdictions in

which we operate, including the:

 UK Public Interest Disclosure Act 1998;

 FCA’s Senior Management Arrangements,

Systems and Controls Handbook (SYSC) 18;

 Irish Protected Disclosures Act 2014 (as

amended in 2022); and

 Section 5.4 of the Dubai Financial Services

Authority Rulebook’s General module.

To date, we have not experienced any

breaches of whistleblowing requirements.

We continue to strengthen our whistleblowing

framework through ongoing awareness

initiatives and training across the Group.

Further details, including relevant contact

details, can be found on our website at

sjp.co.uk/corporate-governance.

Privacy and data protection

We take our responsibilities to protect

individuals’ personal data very seriously and

are committed to protecting the information

rights and freedoms of individuals. We believe

it is important to start from the perspective of

the individual. Compliant and ethical use of

personal data in a safe and secure manner

is the foundation of our approach, and we

believe we must be proactively accountable

to those individuals who trust us to process

their data. All of our employees, advisers

within our Partnership and their support staff

complete annual mandatory privacy and

data protection training.

We continuously seek to be, and remain,

compliant with the UK Data Protection Act 2018

and all other data protection regulations

applicable in the countries in which we

operate. We have a dedicated Data Protection

team led by a Data Protection Officer in

support of this. Our privacy policy, which

includes details on the collection, sharing and

access to personal data, is publicly available

on our website at sjp.co.uk/site-services/

privacy-policy.

Information and cyber security

The cyber threat landscape continued to

evolve during 2025, with significant incidents

affecting UK organisations and increased

focus on emerging risks associated with

artificial intelligence. As a regulated and

responsible organisation, we continued

to invest in and enhance our information

security capabilities to protect our clients,

Partners and technology platforms.

Our security programme is underpinned by

a robust approach to assurance and testing,

providing confidence in the effectiveness

of our controls and our ability to respond

to cyber threats. This includes threat-led

penetration testing, regular validation of

key technical controls, and scenario-based

exercises and simulations conducted at both

operational and GEC level. All employees,

advisers within our Partnership and their

support staff complete annual mandatory

training on information security and cyber

risks. These activities support our operational

resilience by strengthening our ability to

withstand and recover from cyber disruption.

While cyber risk cannot be fully eliminated,

we manage it through a structured approach

that combines preventative controls with

monitoring, response and recovery measures.

This approach is subject to ongoing review

and is informed by independent assurance

and industry benchmarking against

recognised frameworks, strengthening our

cyber and information security practices and

informing our understanding of the maturity

of our security programme.

We maintain vigilance and preparedness

in response to the evolving cyber threat

landscape. As risks continue to change, we

regularly review and enhance our controls

and capabilities to support operational

resilience and effective response to cyber-

related events.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Governance

Financial statements

Other information

Strategic report

Non-financial and sustainability information statement

This section of the Annual Report and Accounts constitutes the St. James’s Place non-financial and sustainability information statement, produced to comply

with sections 414CA and 414CB of the Companies Act 2006. The following table sets out where, within our Annual Report and Accounts, we provide further detail on

matters required to be disclosed under these sections of the Companies Act 2006. In particular, it covers the impact we have on the environment, our employees,

social matters, human rights, anti-corruption and anti-bribery matters, policies pursued and the outcome of those policies, and principal risks that may arise

from the Company’s operations and how we manage these, to the extent necessary for an understanding of the Company’s development, performance and

position and the impact of its activity. Group policies are regularly reviewed and third line monitors adherence.

Reporting

requirement

Relevant policies,

documents

or reports that set out our approach

Key outcomes See additional information on the following section(s) and page(s) of this report

Anti‑bribery

and corruption

 Group financial crime

prevention policy

 SJP anti-bribery and corruption

policy statement

Implementation of measures to

reduce these risks.

Our responsible business (page 50), Report of the Group Audit Committee

(page 79)

Business model

Contributed towards our strategy

and good client outcomes.

Our business model (pages 08 to 11)

Climate‑related

financial

disclosures

 A breakdown of where

these disclosures can be

found is on page 46

 Climate Report 2025 We launched our new 2030 carbon

reduction targets.

Governance structure (pages 49 and 59), systems and processes (pages 33

to 35), integration with wider risk management (page 35), material risks and

opportunities and time periods (pages 35 and 42), impact of material risks

and opportunities (pages 35 and 42), resilience assessment (page 43),

targets (pages 41 and 44), measuring progress (pages 44 to 45; 206 to 207)

Employees

 Speak up policy

 Inclusion and diversity

policy

 Health and safety policy

 Equal opportunities policy

 Employee handbook

 Employee reward policy

 Flexible working policy

We were mindful of employee

sentiment, engagement, wellbeing

and capacity during a period of

significant change in the business.

Business model (page 08), Our strategy (page 19), Stakeholder engagement

(pages 20 and 21), section 172(1) (page 22), Risk and control management

(page 37), Our responsible business (pages 47 to 48, 50 to 51 and 203 to 206)

Operation and dynamics of our Board (page 61), Report of the Group Risk

Committee (page 82), Directors’ Report (page 123)

Impact on the

environment

 Zero waste to landfill policy  Climate Report 2025

 Responsible business report 2025

In our managed offices zero waste

goes to landfill. We continue to

reduce our carbon emissions.

Our responsible business (pages 39, 41 to 46 and 49), risk and

control management (pages 33 to 35)

Non‑financial

key performance

indicators

 Our key operational

performance metrics are

FUM and net inflows

Strong results have been

evidenced this year.

Highlights of the year (page 02), Chief Executive Officer’s report (page 13),

our responsible business (pages 39 to 51)

Principal risks

 Risk management

framework

 Group risk appetite statement Our active approach to risk

management was maintained.

Risk and control management (pages 35 to 37)

Respect for

human rights

 Group human rights policy

 Speak up policy

 Grievance procedure

policy

 Equal opportunities policy

 Inclusion and diversity policy

 Modern Slavery and Human

Trafficking Statement

Linked to our salient human rights

we maintained our focus on DEI

and employee wellbeing.

Appropriate channels are in place

for any concerns to be raised.

Our responsible business (pages 47 to 48 and 50 to 51)

Social matters

 Group financial crime

prevention policy

 Community engagement

and volunteering policy

 GDPR and data protection policy

 Privacy policy

Oversight and risk mitigations were

in place.

496 employees used some of their

two day volunteering allowance.

Our responsible business (pages 39 to 40 and 47 to 51), Section 172(1)

statement (page 22), Report of the Group Nomination and Governance

Committee (pages 68 to 70)

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Governance

Financial statements

Other information

Strategic report

As part of the Annual Report and Accounts by the Directors it is a statutory

requirement to produce a strategic report.

The purpose of the report is:

 to inform members of the Company and help them assess how the Directors have performed

their duty under section 172(1) of the Companies Act 2006 (duty to promote the success of

the Company).

The objective of the report is to provide shareholders with an analysis of the Company’s past

performance, to impart insight into its business model, strategies, objectives and principal risks,

and to provide context for the financial statements in the Annual Report and Accounts.

The Directors consider that the report meets the statutory purpose and objectives of the

strategic report.

On behalf of the Board:

Mark FitzPatrick

Chief Executive Officer

24 February 2026

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Approval of the strategic report

Governance

Financial statements

Other information

Strategic report

Find out more about SJP’s corporate

governance at sjp.co.uk/corporate-

governance

58%

of advised clients are saving for

retirement, compared with just 35%

of those without advice

Find out more about the value

of financial advice on page 09

Real advice

that enabled Sarah

an emotional lifeline

When Sarah lost her mother, and her long-term relationship

broke down in the same year, she found herself facing

unprecedented financial and emotional challenges. Sarah’s

SJP adviser, Danni, stepped in to provide outstanding support,

safeguarding Sarah’s financial security and retirement.

Watch and read Sarah’s and other stories

sjp.co.uk/client-stories

Governance

Corporate governance report 55

Leadership and purpose in action 56

Our Board of Directors 56

Our governance framework 59

Decision-making within our framework 60

The operation and dynamics of our Board 61

Roles and responsibilities 61

Our Board in action 63

Composition, success and evaluation 65

Continued development of our Board 65

Report of the Group Nomination

and Governance Committee 68

Report of the Group Audit Committee 71

Report of the Group Risk Committee 80

Report of the Group Remuneration Committee 84

Directors’ report 121

Statement of Directors’ responsibilities 126

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Strategic report

Financial statements

Other information

Governance

Chair’s introduction

Corporate governance

I’m pleased to present this

corporate governance report for

the year ended 31 December 2025.

Together with the reports of the Nomination

and Governance, Audit, Risk and Remuneration

Committees, this corporate governance

report is intended to demonstrate our

commitment to driving the highest standards

of governance, underpinned by responsible

and robust practices.

During 2025, we welcomed two new Non-

executive Directors, Helen Beck and Penny

James, both of whom have assumed

Committee Chair responsibilities in the year.

Helen and Penny bring a wealth of experience

and rich mix of backgrounds to further enhance

the Board’s effectiveness. The Board has

continued to provide robust oversight of the

Group’s delivery of our strategy throughout 2025,

ensuring not only the evolution of fundamentals

for the future (as part of our ‘Strengthen’

phase of delivery) and progression towards

our growth ambitions, but also securing good

client outcomes. Reporting on the Board’s

engagement with stakeholders, and our section

172(1) Companies Act 2006 statement, can be

found in the strategic report on pages 20 to 22.

The Group has monitored its compliance

with the UK Corporate Governance Code 2024

(the Code) during the year. I’m pleased to

confirm compliance, in full, with the Code,

other than in relation to Provision 29, for which

we have complied with the relevant provision

in the UK Corporate Governance Code 2018.

By order of the Board:

Paul Manduca

Chair

24 February 2026

In this section

Leadership and

purpose in action

pages 56 to 60

The operation and dynamics

of our Board

pages 61 to 64

Composition, succession

and evaluation

pages 65 to 67 and also

the report of the Group

Nomination and Governance

Committee on pages 68 to 70

Audit, risk and

internal control

See the report of the Group Audit

Committee and the report of the

Group Risk Committee on pages

71 to 83

Remuneration

See the report of the Group

Remuneration Committee

on pages 84 to 120

UK Corporate Governance Code 2024

Pages 55 to 120 of this report outlines our

Company’s corporate governance practice

and highlights compliance with the Code. Full

compliance with the Code’s principles and

provisions (available at: www.frc.org.uk) has

been achieved during 2025 (note: compliance

with Provision 29 of the 2018 Code).

Oversight of the launch of

Group’s simple, comparable

charging structure

The Board provided robust oversight

of the Group’s new charging structure,

which launched in August 2025. This is

key to enhancing clients’ understanding

of fees and assessment of value across

our proposition suite, enabling

invaluable advice.

More information about our charging

structure can be found on our website

sjp.co.uk/individuals/charges

Governance highlights

Changes to our Board during 2025

New joiners

 Helen Beck, with effect from 1 July 2025.

Appointed as Chair of the Remuneration

Committee on 17 September 2025.

 Penny James, with effect from 1 July

2025. Appointed as Chair of the Risk

Committee on 5 December 2025.

Departures

 Rosemary Hilary, with effect from

31 December 2025.

 Emma Griffin, with effect from

13 May 2025.

 Lesley-Ann Nash, with effect from

13 May 2025.

See the Nomination and Governance

Committee report on page 68 for more

detail about the appointment process

for Helen and Penny.

Board performance review highlights

– progress and future focus

Actions aligned with key themes identified

from the 2024 Board performance review

have been closed or are ongoing in line

with agreed timelines.

As reported in 2025, the Board’s externally

facilitated performance review programme will

continue to run until the end of 2026. The 2025

review has identified the following key themes:

 Board composition and integration

– cohesion, trust and effective working

relationships.

 Governance and risk management

– strong focus on risk oversight and

regulatory compliance.

 Strategy and change – focus

is on growth-oriented strategy.

 Culture and succession – culture monitoring

and succession planning are priorities.

For more detail, see page 67 of

this corporate governance report

Board focus – key highlights

 Oversight of key strategic projects

and governance review

 Annual Group strategy day

 Annual General Meeting

 Board effectiveness review

 Deep-dive sessions on regulatory

and strategic projects

 Non-executive Director recruitment

and succession planning

 Oversight of key tenders

 Engagement with key stakeholders

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Strategic report

Financial statements

Other information

Governance

Leadership and purpose in action

Our Board of Directors – steering from the top

Paul Manduca

Chair of the Board

Mark FitzPatrick

Chief Executive Officer

Caroline Waddington

Chief Financial Officer

Date of appointment: Chair May 2021 (Non-executive

Director January 2021)

Experience, skills and contribution to the Board

Paul has been chair of Prudential plc, Aon UK Limited,

JP Morgan European Diversity Trust plc (formerly the JP

Morgan European Smaller Companies Investment Trust plc),

Templeton Emerging Markets Investment Trust plc, W.A.G

Payment Solutions plc, Bridgewell Group plc and Henderson

Diversified Income Limited. He was the senior independent

director of Wm Morrison Supermarkets Plc and a non-

executive director of KazMunaiGas Exploration & Production.

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, and director of Henderson Small

Companies Investment Trust plc. Paul’s extensive experience

in leadership roles and comprehensive technical knowledge

helps guide the Board and Company as it continues to

grow and evolve. Paul has led the refresh of the Board’s

membership and future succession planning, whilst also

overseeing the strengthening of the compositions of

subsidiary boards.

External appointments

 None

Date of appointment: Chief Executive Officer December

2023 (Executive Director October 2023)

Experience, skills and contribution to the Board

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. He became group chief

financial officer at Prudential plc in July 2017, before his role

was broadened to include chief operating officer. He was

appointed interim chief executive officer of Prudential plc

in April 2022, standing down on 24 February 2023. Mark is

an effective and broadly-skilled leader with over 30 years’

international experience gained across a number of

specialist finance, adviser and leadership roles. This deep

and broad experience enables him to effectively lead

organisations, such as the Group, in a complex listed

and regulated setting.

External appointments

 Chair of audit and risk committees, British Heart

Foundation

 Chair of audit committee, Scottish Mortgage

Investment Trust

Date of appointment: September 2024

Experience, skills and contribution to the Board

Caroline is currently serving as Chief Financial Officer of

St. James’s Place Plc, where she brings a strong track record

of leadership, financial literacy and technical skill to both

the Group and Board setting. Caroline has extensive

experience in senior regulated roles across the financial

services and banking industry. Most recently she was chief

financial officer for UBS Group’s UK Credit Suisse entities, as

well as chief operating officer for Credit Suisse International.

Caroline began her career at Coopers & Lybrand and

subsequently held various senior finance roles at Barclays

Capital, RBS and Deutsche Bank before becoming chief

financial officer for UK and EMEA at Credit Suisse. Caroline

is a chartered accountant. Her deep experience in senior

regulated roles across the financial services and banking

industry enable her to contribute to the Board and

successfully operate as a chief financial officer in

a complex Group setting.

External appointments

 Trustee and member of board and finance & audit

committee, St Giles Trust

Member of Group Nomination and Governance Committee

Member of Group Audit Committee

Member of Group Risk Committee

Member of Group Remuneration Committee

Denotes Chair of Committee

Denotes external directorship held

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Other information

Governance

Leadership and purpose in action

Our Board of Directors continued

Date of appointment: January 2025

Experience, skills and contribution to the Board

Rooney is chair of RedCat Pub Company Limited, the pub

company he founded in 2021 with backing from Oaktree

Capital, which today has over £100m turnover, 3,000

employees and is the operator of the award winning

Coaching Inn Group and RedCat Independent Pubs. Rooney

served as chief executive officer at Greene King plc and

has held non-executive positions as chair of Casual Dining

Group, Away Resorts and Purity Soft Drinks. He was also

senior independent director for Wm Morrison Supermarkets

Plc until its sale to private equity. Rooney has extensive

experience in the consumer sector having held executive

and non-executive roles at retail and hospitality

organisations. As a former FTSE 250 CEO and FTSE 100

senior independent director, he has broad commercial

and financial experience which benefits both the Board

and the wider organisation. Rooney brings a consumer lens

to the Board, gained from his experience of both running

and being a non-executive director of customer-focused

organisations, rooted in brands, data, and insight.

External directorships and appointments

 Chair, RedCat Pub Company and Purity Soft Drinks



Visiting professor, Aston Business School

Date of appointment: Senior Independent Director

July 2024 (Non-executive Director April 2024)

Experience, skills and contribution to the Board

Simon started his career as a stockbroker, at Barclays

de Zoete Wedd, after which he set up the institutional

stockbroking business Gerrard Vivian Gray. He then

joined Bank of America Merrill Lynch for the rest of his

executive career (managing director and co-head of

corporate broking from 2004 until 2011). Simon has been

senior independent director and chair of the nomination

committee at Derwent London plc, senior independent

director and chair of the remuneration committee at

Lancashire Holdings Ltd and, most recently, non-executive

director at Legal & General Investment Management Ltd.

Simon’s extensive experience across a number of sectors,

including a considerable amount of time in regulated

financial services businesses, means he brings a depth

and breadth of knowledge to the Board.

External appointments

 Chair, Grainger plc



Chair of the remuneration committee and member

of the audit committee, SEGRO plc

Rooney Anand

Independent Non-executive Director

Simon Fraser

Senior Independent Non-executive Director

Helen Beck

Independent Non-executive Director

Date of appointment: July 2025

Experience, skills and contribution to the Board

Helen has over 30 years of leadership experience gained

in non-executive and executive roles in the financial sector.

She was head of the financial services remuneration practice

at Deloitte, specialising in reward structures for FTSE 100, 250

and private companies. Prior to that, Helen held executive

roles at Standard Bank and McLagan Partners (part of

AON PLC). She has been non-executive director and chair

of the remuneration committee of Ashmore Group PLC

and non-executive director of Irwin Mitchell. For 7 years

she was governor and committee chair at the University

of Bedfordshire. Helen is our workforce engagement non-

executive director and chair of the Group Remuneration

Committee. She brings deep remuneration knowledge

and a passion for stakeholder-focused outcomes.

External and appointments

 Senior independent director and chair of remuneration

committee, Funding Circle Holdings PLC



Chair of remuneration committee, Picton Property

Income Limited and Hampshire Bank Trust



Independent member of the remuneration committee,

British Olympic Committee

Member of Group Nomination and Governance Committee

Member of Group Audit Committee

Member of Group Risk Committee

Member of Group Remuneration Committee

Denotes Chair of Committee

Denotes external directorship held

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Other information

Governance

Leadership and purpose in action

Our Board of Directors continued

Date of appointment: November 2021

Experience, skills and contribution to the Board

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’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, Risk and Nomination and Governance

Committees.

External appointments

 None

Date of appointment: July 2025

Experience, skills and contribution to the Board

Penny has over 30 years’ experience in financial services in

both executive and non-executive roles in FTSE 100 and 250

companies. As an executive she has served as both chief

executive officer and chief financial officer for Direct Line

Group, and as global chief risk officer for Prudential plc.

She has held a variety of finance and strategy roles in Zurich

Financial Services and Omega Holdings. As a non-executive

she was senior independent director at Hargreaves Lansdown

and on the board of Admiral plc. She has been chair of

the FCA Practitioner Panel and a member of the board

of the Association of British Insurers. Penny is a chartered

accountant. Penny brings a deep understanding of

the financial services market and risk-expertise.

External appointments

 Chair of audit and risk committee, Mitie Group plc



Non-executive director, QBE Insurance Group Ltd



Co chair, FTSE Women Leaders

 Chair of the audit committee, Vitality UK

John Hitchins

Independent Non-executive Director

Penny James

Independent Non-executive Director

Group Executive Committee –

leading our business

 Mark FitzPatrick

Chief Executive Officer

 Caroline Waddington

Chief Financial Officer

 Tom Beal

Group Investment

Director

 Lisa Davis

Chief People Officer

 Lyn Grobler

Chief Technology

Officer

 Paul Loftus

General Counsel

 Ian MacKenzie

Chief Operations Officer

 James Rainbow

Chief Executive Officer of

St. James’s Place Wealth

Management plc

 Hestie Reinecke

Chief Risk Officer

 Rob Sanders

Chief Client Officer

Company Secretary

 Jonathan Dale

Full biographical details of each Director and

Group Executive Committee member can be found

at sjp.co.uk/shareholders/about-us/directors

Member of Group Nomination and Governance Committee

Member of Group Audit Committee

Member of Group Risk Committee

Member of Group Remuneration Committee

Denotes Chair of Committee

Denotes external directorship held

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Other information

Governance

Leadership and purpose in action

Our governance framework

underpins dynamic, well-informed

decision-making, balanced by

rigorous oversight and robust

control of the Group.

Responsibilities, authority, delegations and

reporting flows are articulated in our framework,

policies and practices to enable the business

to achieve its strategic objectives and respond

to emerging risks and opportunities with agility;

without compromising the integrity of our

systems, controls and regulatory obligations.

The framework supports the Board and

management when exercising sound

judgement so that decisions are grounded

in reliable and relevant information, aligned

with the Group’s strategic priorities and

reflective of stakeholder considerations.

Sound risk management, assurance

processes and internal controls are

embedded as complementary, and

necessary, features of the framework.

Together, these elements create a

governance environment that is both

responsive and resilient, and designed to

drive strategic execution led from the top.

The Board is responsible for the overall

leadership of the Company. It drives the

long-term success of the business, through

management, seeking to generate value for

shareholders whilst considering the needs

and expectations of wider stakeholders.

During the year, the Board has continued

to oversee the strategic direction of the

business, moving the Group closer to its

purpose - enabled by values that support

robust governance and responsible,

sustainable and forward-looking

business activities.

Board

Responsible for the Group’s long-term success and generating shareholder value whilst having due regard for wider stakeholders.

Providing leadership of the Group (i) setting and monitoring execution of strategy (ii) overseeing risk management and controls

(iii) driving alignment of culture, values, purpose and strategic ambition.

Group Risk Committee

Guides and advises on risk

appetite, management and

culture. Oversees the Group’s

risk management framework.

see page 80

Group Nomination and

Governance Committee

Guides and advises on

succession, appointments

and the composition of the

Board and its Committees.

Oversees the Group’s

governance framework

and arrangements.

see page 68

Group Audit Committee

Guides and advises on, and

oversees, financial reporting,

internal and external audits

and the Group’s systems of

internal control.

see page 71

Group Remuneration

Committee

Guides and advises on, and

oversees, alignment of the

Group Directors’ Remuneration

Policy, implementation and

wider remuneration with

culture and strategy.

see page 84

Executive Management

Chief Executive Officer, Chief Financial Officer and Group Executive Committee

See page 62 for more detail about the roles of the Chief Executive and Chief Financial Officers

Group Company Secretary

See page 62 for more detail about

the role

Other forums reporting to the Board

In addition to the core Board Committees (composed of Non-executive Directors only) outlined above, the Board has delegated responsibilities

to three further committees. A summary of each is provided below, with further detail included in the Group’s management responsibilities map.

Group Defence Committee

Comprises the Chair, Senior Independent

Director, Chief Executive Officer and Chief

Financial Officer.

Purpose: to monitor dealing in the

Company’s shares and ensure

preparedness in the event of a formal bid

for ownership of the Company, overseeing

engagement with activist investors.

Group Disclosure Committee

Comprises the Company’s Executive

Directors.

Purpose: to assist the Board in ensuring

timely and accurate disclosure of information

required to meet legal and regulatory

obligations under the UK Market Abuse

Regulation, the UK Listing Rules and Disclosure

Guidance and Transparency Rules.

Group Share Scheme Committee

Comprises the Company’s Executive

Directors.

Purpose: to assist the Board in fulfilling

its responsibilities for operating and

administering executive, employee,

adviser and restricted share plans.

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Governance

Leadership and purpose in action

Decision-making within our framework

Making the right decisions is a critical success factor of governance and our Board. Below highlights the way in which our

framework facilitates robust decision-making within the Group.

Board information

The Board, and its Committees, receive balanced and

timely information, including insights on connectivity with

stakeholder interests and other relevant considerations

to enable visibility of the ‘bigger picture’. During 2025,

enhancements have been made to Board materials as

part of our governance continuous improvement agenda,

further promoting the effectiveness of oversight and

decision-making.

Board discussion

Throughout the year, the Board, and its Committees,

met regularly to collectively discuss information

reported to them. The Chair led structured discussion

and debate, focused on long-term value generation,

and stakeholder impacts, and grounded in principles of

best practice governance. The effectiveness of reporting

flows contributed to the Board’s performance in

meetings, enabling decisions grounded in evidence

and clarity of context and impact.

Board decision

Board action taken in the year, including decision-

making, has been transparent and based on

conclusions reached as a collective. In reaching

collective agreement, Board members have exercised

independent judgement, balanced stakeholder

interests, and acted to promote the Company’s

long-term success. Decisions are made in the context

of the Company’s strategic objectives, values and

purpose.

Below is an example of how the above elements of our framework applied during the year to facilitate consideration of the matters in section 172(1) of the Companies Act 2006 (section 172).

Key strategic decision: Approval

of Group 2026 Business Plan and

Budget (the 2026 Plan and Budget)

Connection to our

purpose and strategy

Consideration of s172 matters and stakeholder impact : the Board considered the following matters under section 172(1)(a)

to (f) supported by robust and fulsome information and discussion Outcome and impact

During 2025, the Board

continued to oversee delivery

against the Group’s strategy,

with business plans and

budgets aligned accordingly.

Through its strategy day and

subsequent meetings, the

Board explored the ongoing

appropriateness of the

strategy and 2026 Plan and

Budget needs. Whilst recent

focus has been on the

‘Strengthen’ phase of strategy,

work has been overseen to

mobilise growth opportunities.

In December 2025, after

reflecting on progress made,

key strategic assumptions,

and emerging market trends,

the Board considered the 2026

Plan and Budget.

The Group’s purpose,

to empower clients with

invaluable advice to

realise bolder ambitions,

has been central to the

Group’s 2026 Plan and

Budget and is aligned

with its wider strategy

running to 2030.

a) Modelling of financial performance against strategic goals over a five-year time horizon was considered,

enabling understanding of the potential longer-term impact of the 2026 Plan and Budget. Investment

return assumptions and expectations for 2026, in line with the proposed Plan, were also assessed to

support this view.

b) Directors considered the importance of continued cultural development and embedding of the Group’s

new operating model, both of which are people-related matters and key enablers of strategic growth.

c) Satisfactory completion of the Group’s historic ongoing servicing review, optimisation of Partner offerings

and continued development of client propositions were considered by Directors so the Board had a clear

understanding of how the 2026 Plan and Budget supported continued positive relationships with clients,

Partners and others.

d) In the context of the 2026 Plan, developments in demographics and the impact of our simple, comparable

charging structure on clients in the community were considered by Directors. Continued growth of the

Partnership community, ensuring clear understanding of appointed representative responsibilities, was

also a key feature of assessment.

e) Evolution of positive sentiment and brand trust amongst client, Partner and other stakeholder groups,

with a focus on good client outcomes, leading adviser offerings and ‘brilliant basics’ was reflected upon

by the Board.

f) Optimisation of expense management and delivery of the 2026 Plan were considered to enable strategic

reinvestment as well as shareholder returns in line with relevant assumptions – a key factor in deciding

whether the proposal was appropriate.

After due consideration of

relevant factors, and balancing

of the needs of differing

stakeholder groups, the Board

approved the proposed 2026

Plan and Budget. This approval

has enabled, and will continue

to enable, management

progress of strategic delivery.

When approving the 2026 Plan

and Budget, Directors also

considered key risks facing the

business as the execution of

strategy continues, ensuring

mitigations remain in place.

Ongoing monitoring of these

risks will be needed throughout

2026 and beyond to prevent

crystallisation of such risks.

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Governance

The operation and dynamics of our Board

Roles and responsibilities

Board cohesion and culture

The Board plays a central role in overseeing, and setting

the tone for, the Group’s culture: not only monitoring

culture indicators and workforce sentiment, but also

role-modelling our values and holding management

to account to ensure alignment of culture across the

Group’s policies and practices. 2025 has been a year

of change on the Board and within the Executive

Management team. As such, the dynamics of the Board

and its engagement with the business have been critical

as new working relationships form. How our Board

members, and the different roles they play, interact

(listening, challenging, collaborating and exercising

judgement) is set out on the following page. Although

formal discussions are held within Board and Committee

meetings, informal dialogue is also maintained to ensure

ongoing and effective information flows, as well as a

deeper understanding of the diverse perspectives and

experience across the Director cohort.

The 2025 Board performance review highlighted strong

working relationships and positive dynamics between

the Directors and Executive team.

The effectiveness of our Board is underpinned

by clearly defined roles, constructive working

relationships and a shared commitment to

maintaining high standards of governance.

Strength of leadership depends not only on the individual

contributions of the roles outlined on page 62, but also the way

in which they operate cohesively to support sound judgement

and effective oversight.

The job descriptions of our Directors, including the Chair and

Chief Executive Officer, and the division of responsibilities

between them, are clearly defined and agreed by the Board.

The responsibilities of each, and those of the Company

Secretary, are summarised on the following page.

“Our relationship with executive

management is collaborative.

Open dialogue and robust

information flows allow the Board

to engage meaningfully and test

proposals thoughtfully to achieve the

right outcomes for our stakeholders.”

Rooney Anand

Non-executive Director

Workforce engagement and culture

In accordance with Provision 5 of the UK Corporate

Governance Code 2024, a workforce engagement

Non-executive Director is appointed from the Board.

During the year, listening sessions have been held with

a cross-section of employees, led by Helen Beck, our

nominated workforce engagement Non-executive

Director. Insights have been shared with the Board

to develop its understanding of workforce sentiment,

ensure alignment of policies and practices with the

Company’s values, and enable cultural oversight.

Regular updates on culture and workforce observations

have also been provided to the Board by management,

to supplement the insights referred to above.

In considering these updates, the Board has reflected

on the embeddedness of the desired attributes of the

Group’s culture. Following the Group’s reorganisation

in 2025, and to deepen the Board’s understanding of

culture in the business, an externally led assessment

of existing sentiment and workforce experience is being

undertaken during the early part of 2026. The outputs of

this exercise will support the Board in providing oversight

and development of the organisation’s culture and

values, aligned with its purpose, during the year ahead.

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Governance

Roles and responsibilities continued

Chair

Responsible for: the leadership of the Board and its

continuing effectiveness; ensuring that the Group’s purpose,

values and strategy align with its desired culture; and that

communication between Executive and Non-executive

Directors, as well as with shareholders, is effective.

Board dynamics insight: Ensures the Board works in an

open, inclusive and well-informed manner, creating an

environment where constructive challenge is encouraged,

depth of discussion facilitated and diverse perspectives

are valued.

Leadership for Board - encourage open and inclusive discussions

Senior Independent Director

Responsible for: acting as a sounding board for the Chair;

serving as an intermediary for other Directors, if necessary;

leading the appraisal of the performance of the Chair; and

being available to shareholders if they have concerns that

cannot be resolved through usual channels or where such

contact would be inappropriate.

Board dynamics insight: Acts as a trusted intermediary,

supporting the Chair in maintaining healthy Board

dynamics and facilitating open communication that

strengthens trust and cohesion.

Balanced contributions,

collective challenge and

support, diverse and

independent judgement

of Board

Chief Financial Officer

Responsible for: providing leadership

and direction for, and oversight of,

the financial, accounting, tax, capital

and liquidity activities of the Group;

and maintaining effective investor

relations.

Board dynamics insight: Provides

balanced and credible financial

performance information, enabling

constructive debate and focus on

sound financial judgement and

stewardship, underpinning

responsible decision-making.

Information flows, accountability to Board, assurance on running the business, seek insight from Board

Independent Non‑executive

Directors

Responsible for: contributing to the

entrepreneurial leadership of the

Group, within a framework of prudent

and effective controls. Provide

independence, impartiality,

experience, specialist knowledge

and other diverse personal skills and

capabilities. In some cases, take on

additional oversight responsibilities,

as is the case in relation to workforce

engagement.

Board dynamics insight: Contribute

external perspectives, objective

challenge and broad commercial

experience, helping balanced

decision-making and oversight.

Chief Executive Officer

Responsible for: the development

and communication of the Group’s

strategy; developing and achieving

the business objectives; leading and

motivating an effective Executive

Management team; and ensuring

an appropriate culture is adopted

in the day-to-day management of

the Group.

Board dynamics insight: Provides

deep operational and business-

specific strategic perspectives,

grounded in transparency,

accountability and continuous

improvement - enabling a culture

of trust and constructive feedback.

Information flows

facilitated by Company

Secretariat, governance

assurance and guidance

provided to Board

Company Secretary

Responsible for: guiding the

Board in meeting legal and

regulatory requirements,

and ensuring procedures

(including delivery of timely

information) are followed

and regularly reviewed.

Directors have access to

the Company Secretary’s

advice at all times, as

well as independent

professional advice, in

order to assist them in

carrying out their duties.

Board dynamics insight:

The conscience of the

Company and guardian

of governance, advises the

Chair and Board to ensure

an environment supportive

of integrity, accountability

and robust decision-

making.

The Board

The operation and dynamics of our Board

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Governance

Our Board in action

The operation of our Board enables Directors to have sufficient time to meet their responsibilities during the year, with ample opportunity to

provide constructive challenge, strategic guidance and advice, whilst maintaining oversight of management’s performance. The ways the

Board has connected in the year to deliver this activity are outlined below.

Engagement type Purpose of engagement

Scheduled Board

meetings

Scheduled Board meetings follow an agreed format with the final agenda being set by the Chair, Chief Executive

Officer and Company Secretary by reference to the forward agenda and having considered key developments since

the previous meeting. This approach ensures that coverage of the Board’s key responsibilities is balanced against the

need to focus on strategic priorities and address topical matters.

The papers for each meeting, which include Chief Executive Officer and Chief Financial Officer reports covering

key developments in the business and performance indicators, are sent to the Board a week ahead of the meeting.

This ensures that the information is timely and that the Directors are able to prepare for the meetings.

The Board’s forward agenda is also coordinated with those of its Committees. The chairs of the various committees

and material subsidiaries report on their activity at each Board meeting and liaise with the Chair to ensure items

escalated get sufficient time and focus on Board meeting agendas.

Ad-hoc Board

meetings

From time to time, the Board is required to hold meetings outside its planned schedule, to consider topics that require

immediate attention or to approve Board appointments or transactions.

Board dinners

Board dinners provide valuable opportunities to deepen relationships, trust and rapport, and help the Board to

develop greater unity, alignment and resilience. Dinners are usually held around Board meetings and allow for

informal unstructured engagement, as well as the chance to meet and hear from other members of the

management team or guests from outside the business.

Strategy meetings

A focused strategy meeting is usually held each year during the delivery periods in the strategy cycle to enable the

Board and management to reflect on, debate and refine the strategy. The Board is more closely and regularly involved

when strategy is being set, meaning these meetings may be replaced by a number of other meetings focusing on

specific aspects being considered for the future strategy.

Non-executive

Director meetings

The independent Non-executive Directors meet privately with the Chair during the year to consider matters arising

from Board meetings. They also meet without the Chair to consider his performance.

Development

sessions and

deep dives

Directors are provided with development sessions and deep dives on specific topics during the year, either to

support their understanding of key facets of the business, or wider trends and developments that are influencing

the Board’s agenda.

Other meetings

The Board also appoints ad-hoc committees from time to time to manage procedural matters.

The operation and dynamics of our Board

Strategy day 2025

In June 2025, the Board held its annual

strategy day during which Directors

reflected on progress of execution against

the Group’s strategy to 2030 and considered

developments in the market and regulatory

landscape. The Board was joined by the

Group Executive Committee and internal

and external speakers. It provided Directors

with the opportunity to deep dive into

strategic priorities, emerging risks and

opportunities, and discuss key topics

such as client offerings, technology

and optimisation of capital allocation.

Alongside consideration of strategic

developments, consideration was given to

the balance needed to ensure execution of

tactical projects with a focus on operations

and people. To ensure appropriate focus

on stakeholder impact, the Board assessed

performance against culture, client

satisfaction, risk and control, and

investment performance KPIs. Following

the strategy day, subsidiary board

members were briefed to ensure strategic

cohesion across the Group.

Details of the Group’s strategy can be

found on page 15 of the strategic report

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Governance

Regular meetings and

Director attendance 2025

The Board and its Committees held regular meetings

during 2025. The table below sets out attendance of

scheduled meetings. Additional meetings were held

when required at short notice. The Chair sets the Board

agenda with the Chief Executive Officer and Company

Secretary. The Board’s annual agenda is coordinated

with those of its Committees (activities are detailed in

their respective reports).

Group Nomination

and Governance

Committee

Group Audit

Committee

Group Risk

Committee

Group Remuneration

Committee

Attendance Non-attendance

Chair:

Paul Manduca

Report on page 68

Chair:

John Hitchins

Report on page 71

Chair:

Penny James

Report on page 80

Chair:

Helen Beck

Report on page 84

Director Board (6) Nomination and Governance (4) Audit (6) Risk (5) Remuneration (4)

Rooney Anand - -

Helen Beck

Mark FitzPatrick (CEO) - - - -

Simon Fraser (SID)

Emma Griffin

Rosemary Hilary

John Hitchins

Penny James

1, 4

Paul Manduca (Chair)

- - -

Lesley-Ann Nash

Caroline Waddington (CFO) - - - -

1 Helen Beck and Penny James were appointed in July 2025. In October Penny James had a prearranged commitment which is reflected in her attendance. In November 2025 Helen Beck had a prearranged commitment which is reflected in

her attendance.

2 Emma Griffin and Lesley-Ann Nash stepped down in May 2025 at the end of the Annual General Meeting held prior to the Board.

3 Rosemary Hilary stepped down as a member of the Nomination and Governance Committee with effect from 5 December, with Penny James being appointed to the same. Attendance reflects this.

4 Penny James joined the Nomination and Governance Committee on 5 December 2025. Attendance reflects this.

5 John Hitchins was unable to attend the Group Audit Committee meeting in May 2025 due to extenuating circumstances.

The operation and dynamics of our Board

Our Board in action continued

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

Continued development of our Board

Composition, succession and evaluation

Evolution of the Board’s composition

The balance of skills, experience, knowledge, independence

and diversity on the Board is reviewed at least annually,

and more frequently when appointments are considered. This

process is led by the Nomination and Governance Committee

which assesses Non-executive Directors on a collective and

individual basis.

The Nomination and Governance Committee regularly reviews

Board composition, succession planning and Non-executive

Director recruitment priorities, leads the process for, and

makes recommendations relating to Board appointments.

Director biographies, including their skills, experience and

knowledge, Board committee memberships and other

principal appointments can be found on pages 56 to 58.

During 2025, three Directors stepped down from the Board,

with two new appointments made as a result. Details of the

search process followed for Helen Beck and Penny James

(both appointed during the year) are included in the

Nomination and Governance Committee Report on page 68,

and a summary of changes to the Board during 2025 can be

found on page 55.

Board appointments

Key guardrails underpinning the integrity of Board appointments are summarised below.

Appointments

The Company’s Articles of Association permit the Board to appoint additional Directors and fill casual vacancies. Board appointments are subject to a formal, rigorous and

transparent procedure, which is underpinned by the need for diversity, inclusion and equal opportunities. Each appointment is based on merit and objective criteria. The Group

Nomination and Governance Committee oversees the appointment process for the Board. For more detail about the role of the Committee, see pages 68 to 70.

All Directors are subject to annual re-election or election at the Company’s Annual General Meeting (AGM). Before a Director is proposed for re-election by shareholders, their effectiveness

and commitment to the role is considered. The Chair is pleased to support the Board’s recommendations to elect or re-elect all Directors at the forthcoming AGM. Helen Beck and

Penny James, appointed during the year, will stand for election at the AGM as the first such meeting since they joined the Board.

Each Director brings a breadth of skills and experience to the Board. The diversity of backgrounds across the Board’s composition complements its mix of skills, knowledge and

experience, all of which support in the protection of shareholder and wider stakeholder interests. Further information can be found in the Notice of Meeting for the forthcoming AGM.

Length of term

Non-executive Directors are appointed for a specified term and Executive Directors have service contracts. Copies of the terms and conditions of appointment of all Directors are

available for inspection at the registered office address and will be available for inspection at the Company’s forthcoming AGM.

The Executive Directors’ service contracts provide for termination on 12 months’ notice from either the Company or Director (except in certain exceptional recruitment situations

where a shorter or longer notice period may be set, provided it reduces to a maximum of 12 months within a specified time limit). Service contracts do not contain a fixed end date.

The Company does not have agreements with any Director or employee that would provide compensation for loss of office or employment resulting from a takeover, except that

provisions in the Company’s share schemes may, in certain circumstances, cause share awards granted to employees under such schemes to vest on a takeover.

Succession

planning

The Nomination and Governance Committee is responsible for ensuring that plans are in place for orderly succession to both Board and senior management positions. It oversees

the development of a diverse pipeline for succession for Executive and Non-executive Directors, taking into account the skills and expertise needed on the Board now and in the

future. More information about the work of the Group Nomination and Governance Committee on succession planning can be found on pages 68 and 70.

Time commitment

Non-executive Directors are expected to commit sufficient time to enable them to undertake their responsibilities and their capacity to fulfil their responsibilities is reviewed on

an ongoing basis so that the Board can be satisfied that each Non-executive Director commits sufficient time to the business of the Company.

Conflicts

of interest

The Board has in place procedures for the management of conflicts of interest. Director’s are aware of their obligation to disclose actual or potential conflicts of interest without

delay. Details of disclosed conflicts are considered by the Board and a decision as to authorisation is made, ensuring this is in line with the best interests of the Company.

Regular checks are undertaken during the year to ensure Directors have disclosed material interests appropriately. No Director has, or has had during the year under review,

any material interest in any contract or arrangement with the Company or any of its subsidiaries.

Directors’ and

officers’ indemnity

and insurance

The Company maintains insurance covering Directors and officers against liabilities they may incur in their capacity as such for the Company and its subsidiaries. The Company

has granted indemnities to its Directors in respect of their Directorships and, where applicable, subsidiary companies on terms consistent with the applicable statutory provisions.

Qualifying third-party indemnity provisions for the purposes of section 234 of the Companies Act 2006 were accordingly in force during the course of the financial year ended

31 December 2025, and remain in force at the date of approval of the financial statements.

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Governance

Composition, succession and evaluation

Induction programmes for new Directors

Upon appointment, new Directors are provided with a

comprehensive induction plan, tailored to meet their individual

needs based on their existing knowledge and experience,

specific aspects relevant to the roles they will be taking on

and to address development needs identified at appointment.

The induction process comprises three parts: provision

of information and materials; meetings with individuals; and

attendance at meetings of Board Committees, principal

subsidiary boards and other relevant corporate events and

forums. Induction programmes tend to span three to six

months and are designed to enable new Directors to meet

senior management, understand the business and future

strategy, visit various office locations and speak directly to

advisers and employees around the country, as well as being

introduced to other key stakeholders.

Evolving the Board

Independence

The Nomination and Governance Committee carefully

considers the independence of the Board. It has determined

that the Chair was independent upon appointment and

considers that all Non-executive Directors of the Board

continue to meet the independence criteria set out in the

Code. When determining independence, the Board considers

each individual against those criteria and according to how

they conduct themselves in Board meetings, including how

they exercise judgement and independent thinking. Further

information can be found in the report of the Group

Nomination and Governance Committee on page 70.

Skills and experience

The Code recommends that the Board and its Committees

should have an appropriate combination of skills, experience

and knowledge. The Nomination and Governance Committee,

on behalf of the Board, monitors Board composition with

these factors in mind. The skills and experience of each of the

Board’s Directors are summarised on pages 56 to 58 of this

report. The Board considers a breadth of skills and experience

to be supportive of not only comprehensive technical

capability but diversity of perspective. Continued

development of the Board is key to ensuring it remains

effective in its leadership of the Group through a dynamic

operating environment. In 2026, we aim to achieve this by

advancing our succession planning and focusing on the

Board’s programme of ongoing training and development,

further advancing the skills and knowledge of our Directors.

Training and development

The Chair and Company Secretary ensure continuing professional development is available for all Directors, based on their individual requirements. This is achieved through a wide range of

approaches:

Approach Examples in 2025

Specific development

sessions and training

Specific development sessions have been provided for the Directors during the year. The sessions are led by a mixture of internal and external subject

matter experts and in 2025 included deep-dive workshops on wind-down planning, project technical specifics, and a session on the Senior Managers and

Certification Regime. These development sessions provide Directors with opportunities to engage with a cross-section of employees from across the business

as well as external advisers, whilst evolving their knowledge of the business, and the market and regulatory environment we operate in. The Group Audit

Committee also holds development sessions to support the Committee’s understanding of topics relevant to it. Further information is included in the Group

Audit Committee report on page 72.

Visits to head office, other

locations and service

providers to meet with

employees and members

of the Partnership

During 2025 Directors visited SJP offices both to attend Board and Committee meetings and as part of their ongoing engagement with management and

employees. The Directors were also able to attend conferences held for advisers, which provided direct feedback and insights to be shared with other Directors.

Attendance at subsidiary

board meetings, executive

committees and

management forums

A few Non-executive Directors serve on the boards of subsidiary companies, providing Group oversight and direct channels of communication between the

Company and its core entities. Whilst these Non-executive Directors are cognisant of their duty to avoid conflicts of interest, attendance at subsidiary board

meetings generates insights into the operation of the wider Group below the Company. Periodically, and as appropriate, Non-executive Directors who are not

members of these boards are invited to attend subsidiary company board meetings and management forums.

Attendance at seminars or

other events which assist

Directors in carrying out

their duties

Directors receive invitations from time to time to attend seminars and conferences that provide opportunities to network and enhance their knowledge and

experience.

Continued development of our Board continued

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

Diversity

The Board recognises that promotion of

diversity and inclusion is a key enabler

of a healthy corporate (and risk) culture.

The importance of diversity and inclusion is

embraced throughout the Group, from the top

down. The Board’s Diversity Policy articulates

the benefits of diversity, in the widest sense

rather than focusing only on specific aspects,

ensuring that the Board’s composition enables

a range of perspectives, insights and the

cognitive diversity to facilitate robust decision-

making. In addition, the Board’s Diversity

Policy sets out the ways in which we seek to

put our relevant values, including inclusivity,

into practice.

The Board, supported by its Nomination and

Governance Committee, is clear about its

responsibilities in overseeing and driving

diversity at all levels of the organisation.

The Board considers diversity to be grounded

in diversity of thought rather than simply

demographic factors and to extend far

beyond gender and ethnicity. Diversity based

on these factors is easier to demonstrate than

cognitive diversity and a breadth of individuals’

backgrounds, but the Group considers the

latter to be enablers of multi-dimensional

conversations and the debates experienced

in our boardroom. The broad range of

experiences and backgrounds of our Board,

supported by recent appointments, generates

not only a breadth of discussion but also

a depth that reflects and recognises the

interests of our stakeholders. Nonetheless,

the Group is committed to achieving targets

aligned with key external diversity agendas

and initiatives. Key composition data is

outlined on this page, as at the date of this

report. Further information on inclusion and

diversity can be found in the report of the

Group Nomination and Governance

Committee on pages 69 to 70.

The Board’s Diversity Policy is available

to view on the Company’s website.

Composition, succession and evaluation

Continued development of our Board continued

Board Performance Review

Progress since the 2024 Board performance review ‑ externally facilitated

This was the first year of a three-year externally facilitated performance review

programme. Amongst review findings, the following key themes were identified:

Risk management – the Board should look to stand back and consider what

realistically could have the potential to destroy the business, from both a financial

and a cultural perspective. Given the scale of change, materiality and focus will be

critical for the Board in the year ahead.

Board and organisation culture – the Board needed to mirror what it wanted to

see in the organisation. It would do so by increasing its presence, being more active

and visible to management and employees. Any gaps would be obvious, especially

for those spending time with the Board and its Committees.

Succession planning – The Board should continue its strong focus on succession

planning at main Board and subsidiary level, evolving that in line with the Group’s

longer-term strategy.

During 2025, the majority of actions aligned with recommendations from the above

review were completed. Actions not yet complete are intentionally ongoing to ensure

a cohesive approach in step with related activities in the Group.

The 2025 Board performance review ‑ externally facilitated

The following key themes were identified from the 2025 performance review:

Board dynamics – following substantial changes in the membership of both the Board

and Group Executive Committee, we already see good levels of cohesion and trust

and we are keen to build on these and further enhance the effectiveness of our

working relationships.

Governance and risk management - there is strong focus on risk oversight,

compliance, and regulatory requirements, with notable progress in strengthening

risk functions with further embedment activity planned for 2026. High levels of

discipline are also demonstrated across change programmes.

Strategy and change – the Board has overseen major change programmes that

will ensure we have a strong base from which to deliver a growth-oriented strategy.

Culture and succession – culture monitoring and succession planning are

recognised priorities for the Board, with initiatives in place, and progress being

closely overseen by the Board.

More detail about the 2025 Board performance review can be found in the Nomination

and Governance Committee report on page 70.

Board composition as at 24 February 2026

Board gender

Female 3

Male 5

Board ethnicity

White 7

Minority ethnic 1

Board tenure

0-3 years 6

4-7 years 2

With the appointment of Evelyn Bourke on 1 March 2026, we continue to meet our 2025

target of 40% female representation on the Board. This aligns with the aspirations of

FTSE Women Leaders, a Government supported framework to achieve gender balance.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

Report of the Group Nomination and Governance Committee

Group Nomination and Governance Committee membership

Member and date joined Committee

Paul Manduca (Chair) 1 January 2021

Helen Beck 17 September 2025

Simon Fraser 16 July 2024

John Hitchins 18 May 2023

Penny James 5 December 2025

Note: Emma Griffin and Rosemary Hilary were members of the Committee until 13 May and 5 December 2025

respectively.

The Committee’s terms of reference set

out the Committee’s role and authority

and can be found on the corporate website

at sjp.co.uk/corporate-governance.

Dear Shareholder,

I am pleased to present this report to you

as Chair of the Committee and would like to

express my gratitude to my colleagues on the

Committee for their contribution during 2025.

What is the key objective

of the Committee?

The Committee has overall responsibility

for planning Board and overseeing senior

executive succession, leading the process for

new appointments of Directors and ensuring

that these appointments bring the required

skills, knowledge, experience and diversity to

the Board. The Committee is also responsible

for overseeing the Group’s governance

arrangements, taking into consideration

the structure, size and composition of all

its boards and committees to ensure they

are made up of the right people with the

necessary skills, knowledge and experience

to direct the Group in the successful execution

of its strategy.

Who are the regular attendees

at meetings?

The Chief Executive Officer, Chief People

Officer and Company Secretary regularly

attend meetings.

What has been the main focus

of the Committee during 2025?

Succession planning will always be a key

responsibility of the Committee and in July

2025 we welcomed Penny James and Helen

Beck to the Board, with Evelyn Bourke joining in

March 2026. These appointments were made

after comprehensive searches, augmenting

existing experience and bringing fresh

eyes to challenge around the Board table,

ensuring we continue to benefit from diverse

perspectives. Helen and Penny were identified

by the Committee as successors to Emma

Griffin and Rosemary Hilary and, having

received the requisite regulatory approvals,

were appointed as chairs of the Group

Remuneration and Risk Committees

respectively.

Having seen the Board and Executive’s

memberships refreshed in recent years, our

focus now turns to medium-term succession

planning. The Committee has noted that the

average tenure of non-executive directors

on listed company boards appears to be

shortening. As a result, succession planning

has become more important in ensuring that

neither anticipated nor unforeseen changes

in Directors adversely impact the Board’s

capacity and capability to make balanced

and informed decisions, safe in the knowledge

that it has appropriate diversity and

experience. The remit of the Committee also

extends to the non-executive membership of

the Group’s subsidiary companies, with

independent directors becoming more

common on subsidiary boards in the financial

services sector.

Other areas of focus during 2025 have included

the enhancement of the Group’s governance

framework, ongoing monitoring of our

commitment to inclusion and diversity and

overseeing progress against the actions arising

from our 2024 Board Performance Review.

Q&A with Group Nomination

and Governance Committee

Chair Paul Manduca

Find out more about the Committee’s

role and authority at sjp.co.uk/

corporate-governance

Composition, succession and evaluation

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

How does the Committee

approach searches for new

Non‑executive Directors?

The Committee appoints external search

consultancies to support it with the recruitment

of new Non-executive Directors. In 2025 the

Committee appointed Teneo for the searches

that culminated in the appointments of Helen

Beck and Evelyn Bourke, and Russell Reynolds

for the search that resulted in the appointment

of Penny James. Both Teneo and Russell

Reynolds are signatories to the Enhanced

Voluntary Code of Conduct for Executive

Search Firms and have no connection with

the Group or individual directors other than

conducting leadership searches. Position

descriptions were prepared for each of the

searches and these were used to establish

diverse long lists of potential candidates.

Feedback from the Chair and members of the

Committee resulted in shortlists of candidates

who were interviewed for the roles. The

candidates met the Chair, Senior Independent

Director and other members of the Board and

Executive ahead of the Committee making

formal recommendations to the Board.

Does the Committee also lead

executive succession planning?

Whilst the Committee leads the succession

planning and appointment of the Group’s

Chief Executive Officer, the Chief Executive

Officer is responsible for succession planning

of executive roles. Mark FitzPatrick was

appointed as Chief Executive Officer in

December 2023 and over the last two years

has reviewed the membership of his Group

Executive Committee to ensure it has the right

diversity and balance of skills and experience

to lead the delivery of the Group’s strategy.

A number of new Executives have been

appointed in 2025, and Mark has kept the

Committee and the Board appraised of

developments. With a refreshed Group

Executive Committee in place, work has

commenced on medium-term succession

planning, which aims to ensure that

succession pipelines are in place for all roles.

This planning will be monitored closely and

reviewed by the Committee during 2026

and beyond.

What is the Committee’s role in

overseeing governance across

the Group?

Oversight of the Group’s governance

framework is a core responsibility of the

Committee. The composition and performance

of the Board’s principal committees and

subsidiaries is kept under regular review and

changes are made where required. As we

highlighted last year, the demands on and

expectations of the boards of our regulated

subsidiary companies have increased in

recent years and the Committee has overseen

the appointment of additional independent

non-executive directors to the boards of its

principal subsidiaries.

During 2025, the Group’s structure was revised

to align the internal ownership structure with

the underlying operation of the business. We

explained last year that we had established

a programme of work to enhance the Group’s

governance framework and the Committee

has in 2025 approved a new Group Governance

Manual that clearly sets out the expectations

and rules that apply to the Group’s subsidiaries.

Alongside the restructuring and establishment

of a manual, there has been a significant

programme of activity to support employees

across the Group to better understand

and navigate our governance. The ongoing

oversight of the Group’s governance

framework is a responsibility of the Committee.

Why does the Committee monitor

inclusion and diversity across

the Group?

Diversity, equity and inclusion (DEI) is a

prominent focus of the Committee and, in

addition to forming an important aspect of

our succession planning, remains an aspect

of the business as a whole that the Committee

monitors closely. During the year we noted a

proposal to refresh our DEI agenda to ensure it

remains integrated with our performance and

culture priorities. This will support our strategic

goals of growth, resilience, and differentiation.

We also reviewed the Group’s DEI Policy and our

own Board Diversity Policy. The Board Diversity

Policy sets out our own commitment and plays

an important part in the Board’s succession

plans, and the process for recruiting new

Directors. We have met our 2025 target of 40%

female representation on the Board. This aligns

with the aspirations of the FTSE Women Leaders,

a Government-supported framework to achieve

gender balance.

We continued to monitor performance against

our DEI strategy, with progress against our

stated public commitments factored into the

Executive team bonus performance criteria.

There is still more both SJP and the financial

services industry as a whole need to do to

increase diversity, and we recognise the

importance of sustained effort to drive

progress. During 2025 the total representation

of women in senior roles increased to 42.5%

(2024: 37.3%). This puts us ahead of our women

in senior roles target; however, the margin

is small and therefore deliberate focus is

needed to maintain this representation.

Also, during 2025, the total representation of

minority ethnic employees increased to 10.2%

(2024: 9.5%). However, fewer employees are

choosing to share their diversity-related

data with us: 70.7% in 2025 (2024: 75.3%) and

minority ethnic representation has reduced

amongst our Group Executive Committee

and their senior direct reports to 6.3%

(2024: 9.4%). Having a strong pipeline of

diverse talent remains a priority for us, and a

dedicated campaign will be run in the coming

year to encourage all employees to share

their diversity-related information. Further

information on how the DEI Policy has been

implemented, can be found in the Our

Responsible Business section on page 48.

Our latest Gender and Ethnicity Pay Gap

report is available on our website at

sjp.co.uk/shareholders/esg-reporting-hub.

We report against UK Listing Rules in relation

to board diversity and this information can

be found on this page and overleaf. As at

31 December 2025 the Board meets the UK

Listing Rule UKLR 6.6.6 R(9)(a) requirements

because at least one of its members is from

an ethnic minority, the Chief Financial Officer

is a woman and the percentage of women on

the Board was at least 40%. The information

required under UKLR 6.6.6 R(10) and (11) as at

31 December 2025 can be found overleaf.

Looking ahead to 2026, progressing our

diversity and inclusion ambitions remains

a priority, as a key building block to enabling

the breadth of perspectives to underpin robust

decision-making and our desired culture.

Report of the Group Nomination and Governance Committee continued

Composition, succession and evaluation

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Governance

Board and executive management diversity disclosure

Number of

Board

members

% of the

Board

Number of

senior positions

on the Board

(CEO, CFO,

SID & Chair)

Number in

executive

management

% of executive

management

Men 5 55.6% 3 6 60.0%

Women 4 44.4% 1 4 40.0%

Not specified/prefer not to say 0 0.0% 0 0 0.0%

Total population 9 100.0% 4 10 100.0%

Number of

Board

members

% of the

Board

Number of

senior positions

on the Board

(CEO, CFO,

SID & Chair)

Number in

executive

management

% of executive

management

White British or other White

(including minority-white groups) 8 89% 4 9 90.0%

Mixed/multiple ethnic groups 0 0% 0 0 0.0%

Asian/Asian British 1 11% 0 0 0.0%

Black/African/Caribbean/Black British 0 0% 0 0 0.0%

Other ethnic group 0 0% 0 0 0.0%

Not specified/prefer not to say 0 0% 0 1 10.0%

Total population 9 100.0% 4 10 100.0%

Data on the diversity of individuals in executive management (this includes Group Executive

Committee members plus the Company Secretary) is collected through our voluntary employee

diversity survey, and from other Board members by self-disclosure by the individuals concerned.

How is the Board’s performance

assessed?

This year was the second year of a three-

year externally facilitated Board Performance

Review programme working with Independent

Board Evaluation, which commenced in 2024.

The Committee has monitored progress against

the actions that arose from the 2024 review

and is satisfied that good progress was made

during 2025. More detail on the 2025 review,

and progress with the actions from the 2024

review, are set out in more detail in the

corporate governance report on page 67.

The Chair also considers the performance of

individual Directors each year, with the Senior

Independent Director leading the review of

the Chair. These reviews help to identify

opportunities for further development of

individuals and the Board. Further information

on the training and development provided to

Directors (including induction programmes)

can be found on page 66.

The Committee also reviews detailed analysis

of the significant other commitments of

existing and newly joined Non-executive

Directors alongside time spent on the

Company’s business and affairs. The

Committee and the Board are satisfied

that the Non-executive Directors are able to,

and do, commit sufficient time and attention

to the Company’s business. An assessment

of the independence of each of the Non-

executive Directors is carried out each year,

and the Committee has concluded that each

of the Non-executive Directors demonstrated

that they remained independent in character

and judgement. Further information on these

conclusions can be found in the Notice of

Meeting for the Company’s 2026 AGM.

Can you tell us about the operation

and performance of the Committee

The Committee comprises the Chair of the

Board and four independent Non-executive

Directors, who between them are also the

chairs of the Group Nomination and

Governance, Audit, Risk and Remuneration

Committees and the Senior Independent

Director. Membership of the Committee,

alongside the Board’s other Committees,

was reviewed in 2025. Helen Beck and Penny

James joined the Committee in 2025, as

Emma Griffin and Rosemary Hilary departed.

The Committee’s effectiveness was

considered as part of the Board’s overall

assessment of its effectiveness (see page 67)

and the Board remains satisfied that, as a

whole, the Committee has the experience and

qualifications necessary to perform its role.

I look forward to reporting on further progress

as we continue our work in 2026.

Paul Manduca

On behalf of the Group Nomination

and Governance Committee

24 February 2026

Report of the Group Nomination and Governance Committee continued

Composition, succession and evaluation

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Governance

Audit, risk and internal control

Group Audit Committee membership

Member and date joined Committee

John Hitchins (Chair) 1 January 2022 (Chair from 18 May 2023)

Simon Fraser 22 April 2024

Penny James 1 July 2025

The Committee’s terms of reference set

out the Committee’s role and authority

and can be found on the corporate website

at sjp.co.uk/corporate-governance.

Dear Shareholder,

It is my pleasure to present the Committee’s

report for the year ended 31 December 2025.

The report provides insight into our work over

the year and details how we have discharged

the responsibilities delegated to us by

the Board.

What is the key objective

of the Committee?

The Committee’s primary purpose is to

oversee financial reporting, the internal

and external audits and the Group’s systems

of internal control, and to provide guidance

and advice on these areas to the Board and,

where applicable, other boards and

committees in the Group.

Who are the regular attendees

at meetings?

Chair of the Board; Chief Executive Officer;

Chair of the SJPUK Board; Chief Financial

Officer; Chief Risk Officer; Internal Audit

Director; Director, Finance; Director, Financial

Reporting; and Senior Statutory Auditor.

What has been the main focus

of the Committee during 2025?

As part of the Group’s governance framework

the Committee fulfils a vital role in providing

valuable independent challenge and

oversight across the Group’s financial

reporting, audit and internal control

procedures.

The Committee continues to be conscious

of the external environment we are reporting

in and is comfortable that appropriate

procedures are in place to ensure this

has been taken into account as part of

the year-end process, which included

consideration of the accounting

judgements and actuarial assumptions.

A key focus for the Committee this year

has been to ensure that the valuation of

the Ongoing Service Evidence (OSE) provision

remains appropriate. Work in this area included

receiving regular updates from management

with views sought from the external auditors.

Further details are set out later on in this report.

The Committee has been kept updated on

the Group’s Material Controls project to be

ready for the changes to the UK Corporate

Governance Code (the Code) required for

2026 year end reporting. The Committee has

also ensured that the changes to the Code

which came into force during 2025 have been

applied and details of how these changes

have been implemented are detailed

throughout this report.

During the year the Committee has also led

the Audit tender process given the requirement

to change the Group audit firm no later than

the 2027 audit. Further information on this is

outlined later in this report.

Report of the Group Audit Committee

Q&A with Group Audit

Committee chair

John Hitchins

Find out more about the Committee’s

role and authority at sjp.co.uk/

corporate-governance

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Audit, risk and internal control

Report of the Group Audit Committee continued

Looking ahead to next year, the Committee will:

 continue to monitor the development of

the OSE provision as payments accelerate

in the first half of 2026,

 oversee the Group’s project to introduce

more simplified reporting in 2026,

 oversee activities underway to prepare for

the new disclosure requirements under the

Code provision 29 which will be applicable

for the 2026 financial year onwards. This

will include reviewing and approving the

assurance plan and reporting in relation to

material controls and reviewing compliance

with the UK Corporate Governance Code

requirements in relation to the 2026

financial year-end and associated

disclosures,

 scrutinise proposals for the

implementation in 2027 of IFRS 18 –

Presentation and Disclosure in Financial

Statements, and

 review preparations for the orderly

transition to Forvis Mazars in 2027 (for

further information please see the Audit

Tender on page 76).

The Committee will also continue to monitor

for future developments in accounting

regulations and receive regular progress

updates from management on applying the

revisions to the Code which become effective

for financial years beginning on or after

1 January 2026.

How has the Committee operated

and performed during the year?

The Chair of the Committee discussed

agendas and significant matters in advance

of all scheduled meetings, with the Chief

Finance Officer, the Internal Audit Director and

external auditors where appropriate, and has

focused on the key topics set out in its forward

work programme. Attendance by Committee

members at these meetings is shown on

page 64. The Committee also welcomed

attendance from other Non-executive

Directors, who attended Committee meetings

as part of their ongoing development. Private

sessions were held with the Internal Audit

Director and the external auditors as required,

providing an opportunity for matters to be

discussed in the absence of management.

Development sessions have been held during

the year to further enhance the Committee’s

understanding of key and emerging topics

and to provide a platform for the Committee

to discuss and consider any impact on the

Group. During 2025 these sessions focused on:

 the requirements and steps needed to be

followed for the audit tender;

 a corporate restructure briefing which

outlined to the Committee the steps

required to achieve the new target Group

structure and business readiness for it;

 an overview of the reporting simplification

project; and

 an update on the impacts on Financial

Operations and Controls as a result of the

implementation of our simple, comparable

charging structure.

During the year the Committee carried out

an annual review of its terms of reference.

The Board and the Committee remain

satisfied that the Committee operated

effectively and that, as a whole, the

independent Non-executive Committee

members have the experience and

qualifications necessary, noting in particular

that the Chair of the Committee is a qualified

accountant and former Senior Audit Partner,

and that other members also have recent

and relevant experience and expertise in the

financial services sector. With regard to the

Audit Committees and the External Audit:

Minimum Standard published by the FRC in

May 2023, the Committee is content that it

meets the relevant responsibilities set out in

the Standard as demonstrated by this report.

The Committee was responsible for carrying

out the function required under the FCA’s

Disclosure Guidance and Transparency Rule

DTR7.1.3R (Audit Committees) and complied

with the Statutory Audit Services for Large

Companies Market Investigation (Mandatory

Use of Competitive Tender Processes and

Audit Committee Responsibilities) Order 2014

throughout the year ended 31 December 2025.

As part of its remit, the Committee has also

had oversight of the appropriateness of the

Group’s material accounting policies. These

accounting policies are outlined fully in Note 1

of the Financial Statements

What matters have been

considered by the Committee

during the year

The Committee focused on a number of

matters which can be grouped under four

broad headings: corporate reporting,

external audit, internal audit, and internal

controls. The following sections illustrate

the Committee’s activities during the year.

Formal Committee meetings, covering

the activities set out on pages 73 to 74,

are supplemented during the year with

informal discussion sessions to review, with

management, key messages for both the

Annual and Half-Year Report and Accounts,

and to explore in more depth any

complicated issues emerging. This forum

provides Committee members with an

opportunity to gain further clarity and

understanding.

The significant issues that the Committee

considered relating to the financial statements

are included in the table on page 75.

John Hitchins

On behalf of the Group Audit Committee

24 February 2026

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Committee’s activities

The Committee’s activities are centred on a rolling cycle of key areas of focus and events as summarised in this timeline:

October

 Internal Audit present their internal

audit plan for the following year

 External auditors present their

year-end plan

July

 Management present the

Half-Year Report and Accounts

 External auditors present

their half-year review report

 Internal Audit present their interim

internal controls evaluation

May

 Management present their review

of the year-end process

 The Committee reviews the result of

the annual evaluation of the external

auditors, and considers whether

the external auditors continue to

be appropriately independent and

objective, and effective in the role

of external auditors

 External auditors present their internal

control findings from the year-end

audit

 The Money Laundering Reporting

Officer (MLRO) presents their annual

MLRO report and annual review of

systems and controls over bribery

and fraud

 Internal Audit present their annual

review and quality assessment of

their performance as an operational

function, including the effectiveness

of their delivery of the audit plan

 The Whistleblowers’ Champion

presents their annual report, providing

an overview of the operation and

effectiveness of the systems and

controls in relation to whistleblowing

 The Committee undertakes its annual

review of Committee activity and

its terms of reference

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In addition to the items set out in the diagram above, the Committee also received regular updates on the following:

External auditor’s

independence

Progress against the

internal audit plan

and compliance

monitoring plan

Internal control Key Policies Capital management

and financial control

breaches

Developments in

corporate reporting

and external

regulations

Financial Crime

updates from the

Money Laundering

Reporting Officer

Whistleblowing

quarterly updates

and high risk case

summaries

February

 Management present the final draft Annual Report

and Accounts, Climate report and Solvency II

reporting, along with the year-end control and

compliance reporting, for the Committee to

consider recommending to the Board for approval

 Group Risk present their year-end assessment of

risk and controls

 Internal Audit present their internal controls

evaluation

 External auditors present their findings from the

audit and their Auditors’ Report, providing

confirmation of independence, and the Committee

considers recommending to the Board the

reappointment of the external auditors at the

Company’s next AGM

January

 Management provide a year-end progress update,

including key accounting judgements and actuarial

assumptions, presenting drafts of narrative sections

of the Annual Report and Accounts, Climate report

and Solvency II reporting

 External auditors provide a year-end progress

update on the audit

 Group Risk present their findings from the year-end

internal controls process

 Internal Audit present their draft internal controls

evaluation

November

 Management present their plan for the year-end

process, including any technical considerations

as well as key judgements

 External auditors provide a year-end progress

update on the audit

 Compliance present the Compliance Monitoring

plan to outline the proposed 2026 Thematic and

Ongoing Monitoring Plans

 The MLRO presents their financial crime update

 Internal Controls – Material Controls Programme

Update

Committee’s activities continued

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Report of the Group Audit Committee continued

Key corporate reporting topics

Significant issues considered How these were addressed by the Committee

Accounting judgements and actuarial assumptions

Following the recognition of an Ongoing Service Evidence (OSE) provision at

31 December 2023, the Group has continued developing the processes and

controls that will enable it to make repayments to clients where the evidence

of delivery falls below the acceptable standard.

The programme has made good progress during the year and is now deep in the

operational phase. Management is confident that the exercise will be completed

in 2026, with the provision materially utilised during the year.

The OSE provision remains a critical estimate at 31 December 2025. £109.5 million

has been released from the provision during the year, reflecting the impacts of:

a) the Group’s revised redress methodology implemented during the first half

of the year, which better aligns to new industry guidance from the FCA, and

b) the experience gained from the project during the year.

The Committee sought to understand how management has

updated the provision to take into account additional experience

and new industry guidance over the year.

In particular the Committee challenged management that:

 the revisions made to the redress methodology at Half Year

remained appropriate at 31 December 2025; and

 based on the available data the OSE provision was materially

correct.

During 2023 there was a significant increase in reported complaints which reached

a peak in Q2 2024. Since then there has been good momentum resolving these

complaints as well as a marked reduction in the volume of new cases reported.

As a result, management no longer considers the Complaints provision to be a

critical estimate for Year end 2025 reporting.

The Committee noted the positive development of the provision

and agreed with management’s assessment that the Complaint

provision was no longer a critical estimate.

In 2023 the Group announced that it would be introducing simple comparable

charges in 2025. The financial impacts of the decision have been reflected in

our Solvency II and EEV results since the 31 December 2023 valuation, in line with

regulatory requirements and guidance.

During the year details have been refined further and the impacts reflected in the

Year end 2025 results accordingly.

The Committee discussed management’s assumptions

in relation to the cash flows and the consequent impact

on Solvency II and EEV and agreed with the approach taken.

During the year the Group completed its organisational redesign, and made good

progress with other aspects of the cost and efficiency programme as announced

in 2024. As anticipated, for 2025 the cost and efficiency programme had no

material impact on the Group’s financial results, as the cost savings realised

were broadly equal to the cost to achieve those savings and reinvestment spend.

No accounting judgements were required in respect of the programme at

31 December 2025.

The Committee received regular updates on the programme

and concurred with management’s conclusions.

As part of the year-end exercise management provided a paper to the Committee

setting out the key accounting judgements and actuarial assumptions.

The Committee was satisfied with the key accounting

judgements and actuarial assumptions given the prevailing

macroeconomic conditions.

‘Fair, balanced and understandable’ opinion

The Directors are required to present a fair,

balanced and understandable assessment

of the Company’s position and prospects and

provide its opinion on whether the Company’s

Annual Report and Accounts taken as a whole

are fair, balanced and understandable, and

provide the information necessary for

shareholders to assess the Company’s

position and performance, business model

and strategy.

To support the Board in providing this

statement the Committee carried out a

formal review of financial reporting during

the year including the Annual Report and

Accounts and half-year report, taking account

of investor feedback, commentary from the

FRC’s annual review of corporate reporting,

and management’s own assessment. The

Committee assessed the accurateness of

financial reporting through discussion with

the external auditors, receiving presentations,

and discussing key matters with senior

financial management.

In undertaking its assessment, the Committee

has considered each of the elements (fair,

balanced and understandable) on an

individual basis to ensure our reporting was

comprehensive in a clear and consistent way,

and in compliance with accounting standards

and regulatory and legal requirements.

The external auditors also considered and

confirmed agreement with the ‘fair, balanced

and understandable’ statement as part of the

audit process.

Following its review, the Committee

recommended that the fair, balanced and

understandable statement could be made

in the Statement of Directors’ Responsibilities,

approved by the Board in February 2026 (see

page 126).

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Report of the Group Audit Committee continued

External audit

Audit tender

PwC were first appointed in 2009 and were

reappointed as the Group’s external auditors

following a tender process in 2016. The Group

is therefore required to change its audit firm

no later than the 2027 audit.

During 2025 the Committee oversaw a

competitive tender process that adhered to

the FRC’s Audit Committees and the External

Audit: Minimum Standard. We initially engaged

with six firms before requesting information

packs from three of these firms. Two firms

were then invited to make a formal written

proposal followed by a presentation to the

selection panel. The Non-executive Director

led panel was chaired by the Chair of the

Committee and also comprised the Group

Risk Committee Chair Rosemary Hilary and

Committee member Penny James alongside

Chief Financial Officer Caroline Waddington,

Director of Finance Charles Woodd, Investment

Operations Director Marc Berryman and

Director of Financial Reporting Jon Vaughan-

Williams. The panel evaluated the proposals

on the basis of the following criteria:

 technical capabilities and delivering

quality audit,

 People and independence,

 Experience of working with similar

companies,

 Understanding of business and markets,

 Working in a group structure.

As a result of the process, I am pleased

to share that Forvis Mazars were selected

as the preferred audit firm to replace PwC

in 2027, subject to Shareholder approval

at the 2027 AGM.

Audit quality indicators (AQIs) were

discussed and introduced to the audit

plan for the first time in 2023. The AQIs

were tailored to provide quantitative

and qualitative metrics regarding

the audit process. They are intended

to be long-term measures that are

reported over multiple year-ends

to enable trends to be identified,

reported and discussed with further

action and analysis being undertaken

as required. The main themes from

the FY25 audit were the reduction in

the amount of specialist and expert

involvement and time compared to

the previous year-end due to the

introduction of the OSE provision

in 2023 and decreasing the value of

the Group’s investment in investment

properties and level 3 financial assets.

Auditor’s activity

To launch PwC’s programme of work, the

Committee received and agreed their plan

for the audit of the 2025 year-end. PwC then

provided regular updates on their work,

culminating in their overall final report and

findings from the year-end audit and the

review of the half-year results. The reports

were discussed with PwC, and the Committee

concurred with management’s response to

the recommendations identified.

As in previous years, PwC attended all

Committee meetings and the Chair of the

Committee also regularly met with Gary Shaw,

the Group’s Senior Statutory Auditor (appointed

in May 2022), to receive updates on progress

and discuss any private matters.

The Committee asked PwC to pay particular

attention to the assessment of the OSE

provision and its associated judgements

and was satisfied with the results of PwC’s

work and findings.

Auditor’s independence, objectivity

and effectiveness

During the year, there was a rolling internal

evaluation to assess the independence,

objectivity and effectiveness of PwC and the

effectiveness of the 31 December 2025 audit

process. This was conducted in various ways

on a quarterly basis and considered AQI

indicators including: feedback from

management involved in the audit; feedback

from the Committee; assessing audit quality

including a discussion with PwC of how they

had addressed any risks to audit quality that

they had identified; delivery against the audit

plan; and interrogating client administration

systems to ensure senior PwC audit team

members did not hold any St. James’s Place

products or shares.

In their audit report to the Committee, PwC

confirmed that they remain independent of

the Group. Management presented to the

Committee the results of its assessment

of PwC’s independence and objectivity, as

part of the annual evaluation of the external

auditors covering six key areas: level of audit

and non-audit fees including audit fee

benchmarking; review of services against the

policy on auditor independence to confirm

adherence; PwC’s policies and processes

for maintaining independence which were

confirmed via a letter of independence

following PwC’s own independence

assessment; threats to independence and

safeguards PwC have applied which were

communicated via PwC’s letter of

independence; employment of former PwC

employees; and rotation of key audit personnel.

Having reviewed and discussed the results,

the Committee was in agreement with

management’s assessment and concluded

that PwC remained independent and objective.

The Committee also noted the results of the

FRC’s review of PwC for the 2024/25 inspection

cycle and observed that PwC’s percentage of

audits graded as ‘good or limited improvements

required’ was 90% overall and 80% for clients

in the FTSE 350. The Committee agreed with

management’s view that PwC were effective

in their role as external auditors. Following this

evaluation, the Committee recommended

that the Board seek the reappointment of PwC

as external auditors for the 2026 financial year

at the next Annual General Meeting (AGM).

The Committee also reviewed the evaluation

of Grant Thornton’s performance, in relation to

their role as auditors of St. James’s Place

International plc and contribution to the

Group audit by PwC and were satisfied with

their performance.

Finally, the Committee was authorised by

shareholders at the last AGM to determine the

remuneration of the external auditors. As such,

the Committee considered and approved the

2025 audit fees. More information on the audit

fees can be found in Note 5 to the financial

statements.

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Non‑audit services

During the year the Committee considered

proposals for all non-audit services as they

arose and received updates at each meeting

on fees incurred with PwC for all services and

ensured that the cap on non-audit fees had

not been breached. The Committee

discussed and approved the non-audit work

carried out by PwC, which was limited to audit

services relating to corporate reporting, such

as the review of the half-year results, and a

verification of a subsidiary company’s reserves

as this work aligned closely with the audit

work. The policy for the supply of non-audit

services is included in the Policy on Auditor

Independence, which is reviewed annually

by the Committee. The 2025 review resulted

in only minor amendments being made.

More information on non-audit fees can be

found in Note 5 on page 151.

Internal Audit

The primary role of Internal Audit is to help the

Boards and executive management to deliver

good client outcomes and protect the assets,

reputation and sustainability of SJP through

the provision of independent risk-based and

objective assurance. Its objective is therefore

to drive continuous improvement in these

areas. This is set out in the Internal Audit

Charter, which defines the purpose, mandate

and scope of Internal Audit and explains its

primary duties and responsibilities. Minor

revisions were made to the Charter during

2025, and it was approved by the Committee

in November 2025.

The Committee oversees the work of the

Internal Audit function, which is set out in the

risk-based Internal Audit Plan (the Plan). The

Plan is approved annually by the Committee

in October and, together with a risk-ranked

watchlist, remains subject to on-going

strategic and risk assessments throughout

the year, with updates and changes to the

Plan being discussed and approved by the

Committee. The Committee is satisfied that

the Plan provides appropriate coverage of

SJP’s key risks and strategic priorities and is

suitably coordinated with assurance activity

undertaken in the second line and by the

external auditors.

Key topics included in the 2025 Plan included

assurance over the Group’s significant

change projects, including the implementation

of Simple and Comparable Charges, the

Historic Servicing Review and the launch of

the Polaris Multi-Index funds, as well as audits

of Consumer Duty Embeddedness, Artificial

Intelligence Governance and the Own Risk

and Solvency Assessment process.

The delivery of the Plan is the responsibility of

the Internal Audit Director, who is accountable

to the Committee and who meets regularly

with the Chair of the Committee and the Chair

of the Board. Each internal audit report is sent

promptly to all members of the Committee.

The Internal Audit Director attends and

presents at each meeting, where the

Committee discusses the function’s key

performance indicators, recent audit findings

and management’s progress in addressing

any remedial actions. The Internal Audit

Director also meets regularly with the

members of the Committee without

management present. Informed by this

information, and the results of Internal Audit’s

robust quality assurance and improvement

programme, the Committee annually reviews

the objectivity, impact and effectiveness of

the Internal Audit function. The assessment in

May 2025 concluded that the function meets

the needs of the Group, being effective,

objective and driving enhancements in

the Group’s control environment.

The effectiveness of the internal audit function

is also externally assessed every five years

against the global standards set by the

International Institute of Internal Auditors, the

UK Internal Audit Code of Practice, and current

best practice in our industry. The most recent

assessment, carried out in October 2024

by BDO, concluded that the function is

Generally Conformant to the Global Internal

Audit Standards and to the UK Financial

Services Code in all the areas assessed,

which is the highest rating for an External

Quality Assessment. Work on the suggested

opportunities for enhancements has been

substantially progressed over the course

of 2025.

The Internal Audit function reports regularly

to the Committee on internal controls and

risk management. This includes an annual

Internal Control Evaluation which draws

together findings from internal audits over

the course of the year to provide input to

the Committee’s own assessment of the

effectiveness of the internal control

framework. The most recent evaluation was

provided at the February 2026 Committee

meeting. The Committee reviewed the plans

that management has in place for further

enhancements to the control framework in

specific areas in which Internal Audit has

identified that such controls require

improvement. Progress in these areas will

continue to be monitored by Internal Audit

and the Committee. For example, work

continues to further embed the monitoring

of client outcomes in some areas of the

Group and on ongoing enhancements to

the Group’s data management processes.

The Chair of the Committee, with input from

the Chief Executive Officer, is responsible for

setting the objectives of the Internal Audit

Director, appraising their performance and

recommending their remuneration to the

Group Remuneration Committee. In 2026, the

Internal Audit Director, who has held the role

since April 2020, will transfer to another

position within the Company. In light of this,

the Chair of the Committee participated in

the selection of a new Internal Audit Director

by carrying out a detailed formal recruitment

process, including a thorough external search

and interviews to identify the best possible

candidate. The Committee approved the

appointment of the new Internal Audit Director

in November, subject to regulatory approval.

The new Internal Audit Director joined the

Company in February 2026 and took up the

role after an appropriate transition period.

The Committee also assesses the quality,

experience and expertise of the overall

internal audit resource and has concluded

that this remains appropriate. In addition,

Deloitte LLP continues to provide internal audit

co-sourcing services for specialist expertise

and market insight. Examples of services

provided under this contract include subject

matter experts such as IT and regulatory

specialists, and additional resources to

maintain and enhance the level of assurance

provided to the Committee.

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Report of the Group Audit Committee continued

Whistleblowing

The Board maintains strategic oversight of the

Group’s arrangements for raising concerns,

ensuring that trusted and accessible

channels for raising concerns exist for

escalating illegal, improper, or unethical

behaviour. The Chair of the Committee

continues to act as Whistleblowers’ Champion

under the Senior Managers and Certification

Regime, providing independent leadership

and assurance over the effectiveness of the

Speak Up environment.

Throughout the year, the Committee

evaluated the performance and strategic

alignment of the whistleblowing framework,

supported by regular reporting on Speak Up

themes and trends. High priority matters were

subject to enhanced oversight and remained

on the Committee’s agenda until resolved.

The Committee determined that all cases had

been rigorously investigated, that appropriate

corrective actions had strengthened relevant

processes and controls and that no issues

raised posed a material risk to the Group’s

financial position or operational resilience.

Following comprehensive review and

challenge, the Committee endorsed the

Annual Whistleblowing Report and Speak Up

Policy for submission to the Board in May 2025.

The Board concluded that the whistleblowing

arrangements remain robust, embedded

consistently across the Group and continue to

play an important role in supporting a strong

culture, effective risk management and timely

escalation of concerns.

Internal controls

Systems of internal control

The Board has overall responsibility for

monitoring the Company’s risk management

and ensuring that management maintains

comprehensive systems of internal control

for managing its principal and emerging risks.

On behalf of the Board, the Committee is

delegated responsibility, in conjunction with

the Group Risk Committee, for assessing the

effectiveness of the Group’s risk management

and internal control frameworks, covering all

material financial, operational, compliance

and reporting controls for the Group and its

individual entities. It does this by:

 Reviewing key controls management

information and material risk event

summaries through quarterly reporting

provided by management to the

Committee,

 Overseeing the review of risk and control

self-assessments (RCSAs), the attestations

and any exceptions escalated by

management to the Committee.

The Committee, in conjunction with the Group

Risk Committee, seeks assurance that the

Group operates within a framework of prudent,

effective and proportionate controls that

facilitate the timely identification, assessment

and mitigation of risks. The material controls

are designed to manage each inherent

principal risk down to an acceptable level of

residual risk which is within tolerance of our

stated risk appetite, rather than aiming to

eliminate the risk altogether. This approach

allows us to recognise that conscious risk

management can also include potential

benefits and enables us to make informed

decisions, enabling the business to grow

safely whilst delivering good client outcomes.

Specifically, in relation to the financial

reporting processes, the main features

of the internal control systems include:

 operation and assessment of controls

in key risk areas

 monthly review and approval of all

financial accounting data including data

generated by our outsource providers

 formal review of financial information by

senior management, for both individual

companies and the consolidated Group

 extensive documentation of key processes,

procedures and applicable key controls

associated with financial reporting.

In addition, non-financial reporting is subject

to formal management review by senior

management as well as periodic review by

Internal Audit.

The Committee is provided with updates on

the operation of financial reporting controls

throughout the year and each control is

subject to an annual cycle of review and

re-approval which culminates at the

year-end.

In respect of other controls, the Committee

receives, discusses and evaluates quarterly

key risk and control indicator reports from the

Group Risk function providing information

relating to the internal control environment.

Over recent years there have been notable

enhancements to the Group’s strategic

approach to risk management and the

internal control environment. At the core of

this is a risk management framework and

system which allows for consistent recording,

analysis, reporting and monitoring of risks

and controls. The Group Risk function also

has in-house SJP-specific risk and controls

training to augment understanding and

awareness for all employees. Enhancements

have extended to an enriched RCSA process

with clearer guidance on documentation

standards and, a multi-level review and

attestation across the organisation, ensuring

responsibility and accountability are clearly

articulated and understood, with the tone

from the top setting expectations for all

divisions. Further maturing of our risk event

and incident management processes that

support our internal control environment is

progressing to ensure best practice elements,

and a standardised approach is adopted

across the Group.

Throughout the year the Committee

has continued to monitor and consider

management’s plans to meet the

requirements of the 2024 UK Corporate

Governance Code that become effective for

the financial reporting year 2026, including

implementation of enhancements to

assurance and control testing. The

Committee has received updates on how

the material controls programme will be

implemented for the 2026 reporting period.

Over the next couple of years SJP is continuing

to invest and prioritise further strengthening

of the enterprise risk and internal control

management framework to better meet

the needs of the changing organisational

structure, increased entity-led governance

and evolving regulatory and legislative

environment.

The Committee also receives and discusses

the assessments of internal controls from the

Internal Audit function, to support its review

of the internal control environment. Actions

identified through internal audits, as well as

compliance-monitoring reviews, and internal

control updates on the RCSA process are

monitored, to ensure suitable and

proportionate improvements are made.

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Audit, risk and internal control

Report of the Group Audit Committee continued

Overall, the Committee is satisfied that the

Group’s internal control and risk management

framework will provide adequate arrangements,

actions and mitigating controls, noting that

where weaknesses in material controls are

identified, actions are taken to address and

remediate them. Nevertheless, the Committee

recognises that to support the continuing

growth and evolving regulatory landscape,

there is a need to continue to invest

in improving and strengthening the Group’s

risk and control conscious culture and the risk

management and internal control framework.

These sources of assurance assist the

Committee in completing its annual review

and enable it to attest on behalf of the Board

that it has been able to properly review the

effectiveness of St. James’s Place’s system of

internal control in accordance with the 2014

FRC Guidance on risk management, internal

control and related financial and business

reporting.

The Committee did not identify any significant

control failings or weaknesses where actions

were not taken so that it remains unmitigated,

and it has ensured that corrective action is

being taken on matters arising from the review.

Compliance Monitoring

During the year the Committee has received

updates on the progress of the Compliance

Monitoring Plan. It also approved the 2026

plan for proposed 2026 Thematic and

Ongoing Monitoring Plans.

Anti‑corruption, bribery and fraud review

The Committee monitors and receives regular reports from the Money Laundering Reporting

Officer on the Group’s policies, systems and controls to prevent corruption, including bribery

and fraud. During 2025, fraud update reports were presented quarterly and a

comprehensive annual report covering fraud and bribery was presented to the Committee

in May 2025. It was determined that, overall, St. James’s Place’s controls are effective and

adequate, appropriate policies and procedures are in place, and operational effectiveness

of controls is evidenced. During the second half of 2025, the Committee received reports

on Market Abuse and Conflicts of Interest and we will continue to enhance these during 2026

as the control frameworks develop.

Most fraud attempts against St. James’s Place and its clients arise from activities involving

email hacking and email interception by fraudsters. Fraud prevention controls to prevent the

takeover of client accounts and fraudulent withdrawal of client funds are reliant on manual

controls performed by advisers and their support staff as well as automated checking of

client bank account details at the Administration Centre. Whilst most operate the required

controls effectively, individual lapses can lead to financial losses, of which we saw a very

low number in 2025. The Group has seen an increase in cases whereby an adviser or Partner

practice is cloned online, with the intention of deceiving clients into making investments

with profiles that adopt the genuine adviser’s details. The following actions have been

undertaken to counteract these threats:

 fraud prevention training and awareness webinars with our advisers, their support

staff and employees to improve awareness of these risks and how to counteract them

 monitoring of St. James’s Place social media activity to detect attempted takeovers

or suspicious activity, and detection and removal of cloned St. James’s Place websites

 communications to advisers, their support staff and clients via a ‘one-pager’ document

to increase awareness of how to protect themselves from a range of investment scams.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Financial statements

Other information

Governance

Group Risk Committee membership

Member and date joined Committee

Rosemary Hilary

17 October 2019 (Chair between

19 August 2020 and 05 December 2025)

Penny James (Chair) 01 July 2025 (Chair from 05 December 2025)

Rooney Anand 01 January 2025

Helen Beck 01 July 2025

John Hitchins 01 January 2022

1 Rosemary Hilary retired from the Board of SJP plc on 31 December 2025.

Note: Emma Griffin and Lesley-Ann Nash were members of the Committee during the year but stepped down

as members with effect from 13 May 2025.

The Committee’s terms of reference set

out the Committee’s role and authority

and can be found on the corporate website

at sjp.co.uk/corporate-governance.

Dear Shareholder,

Following my appointment as Chair of the

Committee in December 2025, I am pleased

to present my first report to you on the

Committee’s activities in the year. I would

like to extend thanks to Rosemary Hilary for

her strong leadership of the Committee

during her tenure.

What is the key objective

of the Committee?

The Committee’s primary role is to provide

guidance and advice to the Board (and where

appropriate to other relevant boards and

committees in the Group) in relation to the

Group’s risk appetite and attitude to risk and

to provide oversight of its risk management

framework. The other relevant boards are

boards of wholly owned subsidiaries of the

Company, including its regulated subsidiary

entities.

Who are the members and

regular attendees at meetings?

Members of the Committee are listed in the

table above and their attendance during the

year is shown on page 64. In addition to the

members, regular attendees of the Group Risk

Committee (Committee) during the year were:

Chair of the Board, Chief Executive Officer,

Chief Financial Officer, Chief Operations

Officer, Chief Risk Officer and Internal Audit

Director. Subject matter experts and other

members of senior management were also

invited to attend and present on specific

topics throughout the year.

Audit, risk and internal control

Q&A with Group Risk

Committee chair

Penny James

Find out more about the Committee’s

role and authority at sjp.co.uk/

corporate-governance

Report of the Group Risk Committee

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Audit, risk and internal control

Report of the Group Risk Committee continued

Can you tell me about the key

elements of the Committee’s

role in 2025?

2025 has been a year of change, both for SJP

and for the wider world. There have been a

number of macro-economic shocks arising

from volatile financial markets, uncertainty

over inflation and interest rates, and

geopolitical tension. Cyber, Information

Security and Operational Resilience risks have

all increased in 2025 and are now viewed as

material risks across the SJP Group. This is

due to the significant increase in the threat

landscape and the volume of internal

organisational change that SJP has

experienced. During the year the Committee

has also focused on whether the Group

remains well placed to support Partners and

clients alike. As part of this, the Committee

has continued to monitor the embeddedness

of Consumer Duty principles.

Client needs remain at the forefront of our

actions, helping to achieve our purpose of

empowering clients with invaluable advice

to realise their bolder ambitions. SJP’s second

Consumer Duty reports across the relevant

legal entities were approved in July 2025.

Internally, 2025 saw the Committee continue its

focus on oversight of strategic risks associated

with the Group’s key programmes of work,

and delivery of its change programmes.

The Committee continued to challenge the

business in pursuit of continuous improvement

and development of the Group’s control

environment and regulatory compliance.

Systems of internal control

The Board has overall responsibility for

ensuring that management maintains

comprehensive systems of internal control for

managing its principal and emerging risks.

The Committee, working in partnership with

the Group Audit Committee, is delegated

responsibility for this matter on behalf of the

Board. Together they assess the effectiveness

of the Group’s risk management and internal

control frameworks, covering all material

controls for the Group and its individual

entities. More detail can be found in the

Oversight of risk management box opposite.

Broadly the Committee contributes by:

 Overseeing the identification, assessment

and management actions with regards to

principal and emerging risks;

 Reviewing regulatory reporting to ensure

it aligns to these principal risks; and

 Discussing principal risk areas in detail,

taking account of any risk events or wider

market events to ensure that the Group’s

approach continues to evolve especially

in fast paced areas such as cyber.

Emerging risks

The methods of identifying emerging risks

and those discussed by the Committee

are outlined on page 38. The Committee is

supported in its role in this respect through

the operation of the Risk Management

Framework, as outlined in the diagram on

page 34, and regular reporting covering

horizon scanning, regulatory change,

industry developments and the evolving

threat landscape.

Can you tell me about the

Committee’s operation,

governance and effectiveness?

The Group’s Risk and Compliance functions

sit under the executive leadership of Hestie

Reinecke, the Group’s Chief Risk Officer (CRO).

Rosemary Hilary (whilst Chair) and I have

worked closely with Hestie to set appropriate

agenda coverage during the year, discuss key

issues, and ensure that the Committee’s key

responsibilities are fulfilled and that significant

and emerging risks are considered at

appropriate times. I also regularly meet the

Chief Executive Officer, the Chief Financial

Officer and individual members of the Group

Executive Committee to discuss key risk topics.

During the year the Committee carried out

an annual review of its terms of reference.

The Board and Committee remain satisfied

that the Committee operated effectively.

The Board also assessed that, as a body,

the Committee members continue to have

the experience and qualifications necessary

to discharge their responsibilities. The

Committee’s annual review of its terms of

reference concluded that it continued to

discharge its responsibilities appropriately.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

Audit, risk and internal control

Report of the Group Risk Committee continued

Is there more detail about key matters considered during the year?

Risk area Principal risks considered by the Committee

Oversight of risk

management

Financial, Regulatory & Legislative, Security & Resilience and Strategy & Change

Oversight of the risk management framework is a key responsibility of the Committee and delegation from the Board (and boards

of its subsidiaries, as appropriate). During 2025, the Group’s assessment of its principal and emerging risks evolved in line with the

changing environment within which it operates. The Committee has maintained robust oversight of the Group’s risk management

framework throughout the year to consider its ongoing appropriateness, taking into account key risks and development of the

business. During the year the Committee has also reviewed the Group’s risk appetite and risk profile in relation to Solvency,

Liquidity, Climate, Operational, Conduct, and Reputational risks. The Committee has reviewed plans for further enhancement

of the risk management framework to be progressed during 2026, building on progress made during the year.

The Committee’s work in this area is clearly demonstrated in the Group Internal Capital and Risk Assessment (ICARA) and Group

Own Risk and Solvency Assessment (ORSA) processes. Both of these are ongoing assessments of the risks the Group is exposed to,

and of the capital resources available to ensure that the Group is able to sustain its business over the plan horizon. The Committee’s

review of the Group’s ICARA and ORSA processes includes proposed stress tests and scenarios for the evaluation of capital

adequacy; the profile of risks within the Group’s strategic plan and how they may change over the planning period; and the

Group’s overall capacity for the risks identified. Another key regulatory focus for the Committee during the year has been the

Group’s detailed review of its recovery, resolution and solvent wind-down planning. This covered the Company and its material

regulated subsidiaries. As part of this the Group’s financial and non-financial resources were considered with the aim of

minimising potential harm to clients and prioritising good client outcomes.

The Group has continued to deepen the embeddedness of risk culture, supported by employee-wide training on risk management.

Change and

transformation

People, Regulatory & Legislative, Security & Resilience and Strategy & Change

The Committee has taken an active role in overseeing risk elements relating to the Group’s internal change programmes to

challenge management in focusing transformational efforts on the delivery of good outcomes for clients, advisers and

employees. The Committee has challenged the business with regards to the progress of projects with a focus on regulatory

change programmes. The Committee has also supported the business as it has transitioned from this focus to more strategic

change programmes as the year has progressed and regulatory programmes transitioned to business as usual (BAU). The aim

of this oversight has been to assist management in continuing to focus on capacity within the business to successfully execute

and the need to maintain momentum of progress in BAU.

Wider elements relating to change programmes have also been taken into account by the Committee in its debates including:

personnel changes; the need to maintain corporate knowledge; continuity of risk ownership and reporting; and appropriate

access to systems. Key discussions throughout the year have included:

 the implementation of our simple, comparable charging structure in August 2025. During this process the Committee

considered planning for clear client communications to support understanding; operational readiness; and assessment

of fair value. The Committee was focused on meeting client needs and the importance of ensuring the Group’s approach

to Consumer Duty flowed through its actions in this area; and

 planning for the launch of the Polaris Multi-Index (PMI) fund range. The Committee challenged the use case and how PMI would

integrate into the existing product range. The Committee also sought and received confirmation from the business that Partner

payments regarding the PMI Fund were aligned with other funds, emphasising that good client outcomes remained

paramount.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

Risk area Principal risks considered by the Committee

Appointed

representatives

(the Partnership)

People, Regulatory & Legislative, Security & Resilience and Strategy & Change

During the year the Committee has held a number of discussions regarding the Partnership, including reviewing the annual Self-

Assessment of Compliance report by St. James’s Place Wealth Management plc (SJPWM) and recommending it to that Board for

approval. The Committee has also discussed other elements pertaining to the Partnership, such as the preferred access method

to the SJP Network from a cyber security point of view and controls in place to maintain its integrity. Thought has continued to be

given to the Group’s approach to SJP’s Business Sale and Purchase (BSP) proposition and the financial health of the Partnership

in terms of liquidity of loans to Partners and ways in which the Group can ensure any early warning signs of distress are identified

and acted upon to the benefit of the Partnership and client base as a whole. Partner sentiment has also been discussed, taking

account of the amount of strategic change during the year and thought given to how best to support Partners in this period.

Cyber security

and operational

resilience

Financial, People, Regulatory & Legislative, Security & Resilience, Strategy & Change and Third Parties

2025 has seen a number of high profile cyber attacks on household name companies. This has brought the topic to the fore

even more than usual. The Committee has discussed what SJP can learn from such attacks, both for itself and its third parties.

Protecting the security of SJP’s clients and Partners remains a paramount concern. During the year a cyber incident at a fourth

party used by one of the Group’s key outsourcing partners, disrupted fund valuations for a small number of St. James’s Place

International products. The impact was minor with SJP’s outsourcing partner maintaining client transactions through workarounds.

It also provided SJP with an opportunity to test its joint incident management with the outsourcing partner. Incidents such as these

have helped inform SJP’s operational resilience and associated returns to the regulator which are viewed as live documents and

regularly updated. The Committee has noted the value of playbooks and expert advice in tackling cyber security whilst also

recognising the need to continually evolve its approach in this area to keep abreast of developments. The Committee has also

received an update following the Group’s cyber exercise, outlining areas for continued development in this fast-paced area.

Historic ongoing

service evidence

review

Advice & Conduct, Client Proposition, Financial, Partner Proposition, Regulatory & Legislative

In February 2024 SJP announced a review of historic client servicing records. This has involved actively reviewing records of a

sub-population of clients that has been charged for ongoing advice services since the start of 2018 but where the evidence of

delivery of the ongoing advice service falls below an acceptable standard. The Group has continued to develop processes and

controls to enable it to make repayments to clients where the evidence of delivery falls below the acceptable standard. The

Committee has overseen progress in this area in terms of interactions with the Partnership to collate evidence and has monitored

the pace at which operational elements have been developing.

Audit, risk and internal control

What are the Committee’s

priorities for 2026?

In the year ahead the Committee will continue

to focus on material risks for the Group such

as Cyber, Information Security and Operational

Resilience. Also, it will consider elements

relating to the continued embedding of

Consumer Duty and how SJP can continue to

serve its clients well taking account of changing

wealth demographics, evolving client needs

and the advice gap. The Committee will also

oversee the continuing maturity of the Group’s

Risk Framework. Alongside this work will

continue across the Group on key programmes

of work, and delivery of its change programmes

meaning that the Committee also expects

to give ongoing attention to the associated

strategic risks of this work.

Penny James

On behalf of the Group Risk Committee

24 February 2026

Is there more detail about key matters considered during the year?

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

Report of the Group Remuneration Committee

Group Remuneration Committee membership

Member and date joined Committee

Helen Beck (Chair) 1 July 2025 (Chair from 17 September 2025)

Rooney Anand 1 January 2025

Simon Fraser 22 April 2024

Note: Emma Griffin and Lesley-Ann Nash were members of the Committee until 13 May 2025. Emma Griffin was Chair

of the Committee until she stepped down from the Board on 13 May 2025. Simon Fraser stepped into the role of interim

Chair of the Committee between 13 May and 17 September 2025. Rosemary Hilary was a member of the Committee

until 31 December 2025.

The Committee’s terms of reference set

out the Committee’s role and authority

and can be found on the corporate website

at sjp.co.uk/corporate-governance.

Dear Shareholder,

On behalf of the Committee, I am pleased to present

to you the Directors’ Remuneration report for 2025

(the Remuneration Report), the first since my appointment

as Chair of the Committee. I would like to extend my

thanks to colleagues who served on the Committee

during 2025, including those who stepped down earlier

in the year. I would also like to thank our shareholders

for their engagement and ongoing support on

remuneration-related matters over the last year.

Q&A with Group

Remuneration Committee

Chair Helen Beck

Remuneration

Section 1 – Committee Chair’s annual statement

(unaudited)

page 85

Section 2 – Remuneration at a glance, summary

of the 2026 Directors’ Remuneration Policy

and Annual Report on Remuneration

page 88

Section 3 – 2026 Directors’ Remuneration Policy

page 108

Find out more about the Committee’s

role and authority at sjp.co.uk/

corporate-governance

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

Section 1 – Committee Chair’s annual statement (unaudited)

What is the key objective

of the Committee?

The Committee’s purpose is to oversee

implementation of the Company’s

remuneration framework (including its

Directors’ Remuneration Policy) and monitor

wider workforce remuneration and related

schemes/policies. It is responsible for ensuring

remuneration arrangements are aligned

with strategy, risk appetite and long-term

sustainable success, and support the

recruitment, motivation and retention of

Executive Directors. Further detail on the

Committee’s role and activities in the year

is set out on page 104.

Who are the regular attendees

at meetings?

The Chair of the Board, our Group Risk and

Audit Committee Chairs, Chief Executive

Officer, Chief People Officer and Director,

Group Reward and People Regulatory

regularly attend meetings in addition

to Committee members.

What does the Remuneration

Report cover?

The Remuneration Report includes the

Committee Chair’s annual statement, the

Company’s Annual Report on Remuneration

for 2025 (including an ‘at a glance’ summary)

and the Directors’ Remuneration Policy,

including proposed policy amendments

(see pages 108 to 120 for more detail).

What have been the main areas

of focus for the Committee?

The Committee met five times in 2025 and

has covered a number of key topics, some of

which are summarised below. Further detail

of the Committee’s activities is provided in the

Company’s Annual Report on Remuneration;

see page 104.

During the year, the Committee has ensured

robust continuity of remuneration oversight

amidst a number of changes to the Board

and executive team. Membership, and

leadership, of the Committee also evolved

during 2025, with Emma Griffin and Lesley-Ann

Nash leaving the Committee in May and

Rosemary Hilary stepping down in December,

upon their corresponding departures from the

Board. For Emma, this meant stepping down

as Committee Chair at which point Simon

Fraser took on the role of interim Committee

Chair, prior to my appointment in September.

I would like to thank both Emma and Simon

for their leadership during a busy year.

With a number of changes to the Group

Executive Committee in 2025, the Committee

played a key role in overseeing the remuneration

arrangements associated with the appointment

of four new members of the executive team.

At the same time, implementation of the 2025

Directors’ Remuneration Policy (approved

at the Company’s Annual General Meeting

(AGM) in May 2025) was a key feature of the

Committee’s focus for the Group’s Executive

Directors. With thanks to our shareholders,

last year’s Remuneration Report received

strong support, with 99.27% of votes in favour.

With the benefit of refreshed remuneration

experience and knowledge in the business,

and in line with a statement to the market in

the Company’s 2024 Remuneration Report,

the Committee has overseen a detailed

review of the 2025 Directors’ Remuneration

Policy to ensure its continued relevance and

appropriateness. This review has resulted in

proposed changes which are outlined in this

Committee Chair’s annual statement, with

more detail provided on pages 108 to 120.

The Committee has also taken the

opportunity to reflect on its scope and

advisory resource. Following a thorough and

competitive tender process, led by Simon

Fraser as interim Committee Chair, Deloitte

was appointed as the Committee’s external

remuneration adviser in November 2025.

The Committee thanks Alvarez & Marsal for

its support and guidance on remuneration-

related matters during its term.

The Committee has continued to drive

alignment between incentive arrangements

and the Group’s strategy, culture and risk

appetite. Focus on this alignment is evident

from the information set out in this

Remuneration Report and proposals in

respect of the Directors’ Remuneration Policy.

What are the key changes

proposed in the Directors’

Remuneration Policy (Policy)?

As indicated in last year’s report, we have

undertaken a full review of the Policy during

the year. Guided by this review, the Committee

has proposed a number of amendments to

our Policy for 2026 which ensure strengthened

alignment with the Group’s strategy and culture.

Proposed changes, subject

to shareholder approval

Annual bonus – we propose to increase the

maximum opportunity for the CEO from 200%

to 250% of base salary.

Note: Annual bonus – maximum opportunity for CFO

within current Policy: there is no proposed increase to

the Policy maximum for the CFO (which will remain at

200% of salary), with the actual award level for 2026

set at 185% of salary (an increase from 175% for 2025

recognising development in the role).

Approach to bonus deferral – in line with

common market practice in our sector

and reflecting regulatory requirements, we

propose to move to annual tranche vesting

for the deferred element of bonus awards.

The overall deferral time horizon will continue

to be three years.

LTIP awards – we propose to Increase

maximum opportunity for the CEO from

250% to 300% of base salary.

Note: It is not proposed that the maximum

opportunity for the CFO be increased within the

Policy, which will remain at 250% of base salary.

The actual award level for the CFO for 2026 will be

set at 225% of salary (an increase from 200% for 2025),

recognising development in role since appointment.

What is the rationale for increasing

the maximum annual bonus and

LTIP opportunity for the CEO?

We have proposed an increase in the annual

bonus opportunity to allow the Committee to

award levels of annual bonus that help retain,

motivate and reward the Executive Directors

during the execution of our strategy.

Remuneration

Report of the Group Remuneration Committee continued

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

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Governance

The proposal takes into account the

significant effort and leadership required to

achieve our ambition. The level of increase is

supported by market data and permits annual

bonus opportunity which is commensurate

with the size and scale of the organisation.

Sufficiently stretching, but realistic, financial

and strategic targets will be set to align with

the increased opportunity, supporting our

continued growth.

Similarly the proposed increased LTIP

opportunity is intended to allow levels of

award that motivate and support retention

of our leading executive team. Given the

long-term nature of these awards, pay-out

will be dependent on continued delivery of

the Group’s ‘Amplify’ phase of its strategy.

Again, the proposals are supported by market

data and are commensurate with a business

of our size, scale and complexity, as well as

reflecting our strong performance since the

Executive Directors were appointed.

We have set out detail of the market data the

Committee used to guide its decision making

on page 109. Our review included analysis

against both wealth and asset management

peers, as well as more general FTSE 31-100

listed businesses. Recognising our geographic

footprint, our analysis against general

FTSE-listed market data excluded those

with more international revenue profiles.

We also took into account relative business

performance as part of our market review,

reflecting the market outperformance

delivered by SJP since the appointment

of the Executive Directors.

What components of the 2025

Directors’ Remuneration Policy

are being retained?

Our last Policy was supported by 93% of

shareholders who voted at the 2025 AGM.

In light of this strong support from shareholders,

retention of the following key features has

been an underlying principle when reviewing

the 2026 Policy components.

Retained components

Structure of pay – we have retained the

remuneration framework’s fundamental

components including salary, pension,

annual bonus and LTIP (including the

possibility to award a portion of the LTIP

in Restricted Shares).

Pension contributions – remain in line with the

rate paid to all employees (currently equates

to 10%, which increases with length of service

up to a maximum of 15%).

Balance between short-term and long-term

performance-related pay opportunity

– retained at a similar level.

Length of deferral periods – for the annual

bonus and LTIP, are unchanged, with a move

to tranche vesting on the annual bonus in line

with typical market practice in our sector.

Malus and clawback provisions – continue to

apply, allowing the Remuneration Committee

to reduce awards in appropriate scenarios.

In-employment and post-employment

shareholding requirements – remain in place

at 300% for the CEO and 200% for the CFO,

which applies for two years after employment

in line with best practice.

When might Restricted Share

Awards be granted as part of

the hybrid structure?

The ability to grant Restricted Share Awards was

introduced in the 2025 Policy. While the Committee

does not consider the use of Restricted Shares to

be appropriate in the context of the Group’s

current phase of strategic execution, it has opted

to retain the ability to award a portion of the LTIP

in Restricted Shares for future flexibility. There is

currently no intention to grant Restricted Shares

during the period covered by the 2026 Policy.

Should circumstances arise where an award

of Restricted Shares was considered to be

appropriate, shareholders would be consulted

prior to any such award. Details of the context of

the award and rationale would be communicated

as part of the consultation process. Any such

award would be subject to shareholder agreement

and a maximum cap applied of 62.5% of base

salary, equivalent to 50% of the face value of the

Performance Share Award which it is replacing.

This reduction is in line with best practice.

How have shareholders been

engaged on the proposed

Directors’ Remuneration Policy?

The Committee has consulted the Company’s

top 20 shareholders (by holding percentage),

proxy advisers and the Investment Association

on the proposed 2026 Policy. The Committee

thanks shareholders who have actively

participated in this process, with sentiment

being supportive of the proposals. Key themes

arising from this engagement have related

to the continued ability to award Restricted

Shares (discussed above), the move to

tranche vesting (see page 113), the decision

to move away from the use of European

Embedded Value (EEV) reporting as a step

in the Company’s reporting simplification

journey and alignment of targets with

increased maximum opportunity for the

CEO (see page 115).

What are the annual bonus

and LTIP outcomes for 2025?

The maximum annual bonus for the CEO

and CFO in 2025 was 200% and 175% of salary,

respectively. The bonus was based on the

following metrics: Underlying cash result;

net inflows; annual growth in controllable

expenses; and cost and efficiency programme

savings (the latter being a new addition to

metrics). Strategic metrics include key

performance indicators relating to: ‘brilliant

basics’; ‘differentiated client proposition’;

‘leading adviser offering’; and being a

‘performance focused organisation’.

During 2025, the Group delivered strong

results, achieving record performance in

respect of Underlying cash result and FUM,

sustained net inflows and disciplined cost

control. Strategic performance has also

been strong, with substantial progress made.

Further detail about the Group’s financial

performance can be found on pages 26 to 32,

with coverage of our strategic performances

on pages 15 to 19.

In light of this performance, the Committee

has determined an outturn of 100% of

maximum opportunity for the financial

element and for non-financial related

performance, 87.5% for Mark FitzPatrick and

85.1% for Caroline Waddington. This means an

overall bonus outcome of 95.0% of maximum

opportunity for Mark FitzPatrick (equivalent to

190.0% of base salary) and 94.0% of maximum

opportunity for the Caroline Waddington

(equivalent to 164.6% of base salary).

Further details of the annual bonus outcomes

can be found in the Company’s Annual Report

on Remuneration for 2025 on page 93.

There was no LTIP vesting for either Executive

Director in the year as neither participated in

the 2023 award. The 2023 award will vest at

Remuneration

Report of the Group Remuneration Committee continued

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Governance

Remuneration

Report of the Group Remuneration Committee continued

45% for other participants. Further details of

the vesting outcome for the 2023 award can

be found in the Company’s Annual Report on

Remuneration for 2025 on page 95.

The Committee is comfortable that the pay

outcomes for both executive Directors are

appropriate in the context of company and

individual performance for 2025.

What other Committee activities

should be highlighted from 2025?

Board Chair fee for 2026

During the latter part of 2025, the Committee

reviewed the Board Chair fee level to ensure

that this remains fair, competitive and aligned

with the relevant time commitment and size

and scale of the Group. Reflecting on the scope

of the Chair’s role and taking into consideration

market practice, it was decided that the fee be

increased to £475,000 effective from 1 January

2026. This decision was made subject to the

successful conclusion of shareholder

consultation on the change. The Company’s

top 20 shareholders were consulted on the

matter at the same time as proposals in

respect of the 2026 Policy. This process

indicated shareholder support for the

adjustment. The ongoing appropriateness

of the Chair’s remuneration will be considered

again as part of the regular review cycle in 2026.

Workforce pay and consultation

with colleagues

During the year, the Committee has

considered the Group’s wider workforce

remuneration, with specific oversight in

respect of reward strategy and the total

compensation structure including related

aggregate spend, ensuring alignment with

market practice. The Committee has also

monitored market trends on workforce

remuneration, both current and emerging.

As the Non-executive Director with responsibility

for workforce engagement, I undertook a

number of workforce engagement sessions

with employees from a cross-section of the

business during the year. These discussions

have enabled employees to raise queries

and concerns relating to executive and wider

workforce remuneration policy and practice.

Diversity and pay gaps

The Board monitors the gender and ethnic

diversity of employees. Female representation

in senior management roles in 2025 stood at

42.5% and we continue to work towards our

target of 12% minority ethnic representation

in our UK employee population by 2028

(currently at 10.2%). Total gender pay gap,

which is an indication of whether we are

moving closer to a broadly equal number

of men and women at each job level in the

Group, continues to be monitored by the

Committee. Since 2017, we have made good

progress on this: the median and mean hourly

pay gaps have reduced by 23.8 and 19.5%

percentage points respectively to date.

Looking ahead to 2026, what key

considerations of the Committee

should be highlighted?

Implementation of the 2026 Policy,

subject to shareholder approval

Subject to shareholder approval of the

2026 Policy, the Committee will ensure

implementation within the revised

parameters of that Policy.

Base salary reviews for 2026

The Committee has reviewed base salaries

for Executive Directors for 2026 and determined

to uplift base salaries in line with the wider

workforce rate of 3.5% at the 1 March 2026

review date. The salary level for Mark FitzPatrick

will therefore be £932,000 and for Caroline

Waddington will be £646,900.

Annual bonus metrics for 2026

When reviewing the Policy, the Committee has

reflected on the annual bonus performance

metrics for Executive Directors to ensure that

these remain appropriate in light of our

strategy. For 2026, financial metrics will

continue to make up 60% of the annual

bonus, with a maximum level of 40% based

on non-financial metrics. However, the

Committee has decided to simplify the

non-financial element of the scorecard by

removing the separate element based on

individual objectives. For 2026, both directors

will be assessed against a common set of

strategic objectives, although the Committee

will continue to take into account individual

performance in the evaluation of the

achievement of these objectives.

The full set of targets and outcomes will be

reported to shareholders in the Remuneration

Report for 2026, in the usual way.

PSP grants in 2026

In light of the business decision to move away

from EEV, the Committee has undertaken a full

review of potential financial metrics to identify

a suitable replacement that underpins our

Group strategy. Following this review, net

inflows will replace EEV to sit alongside Cash

result and relative Total Shareholder Return

(TSR) as financial metrics for PSP grants in

2026. The relative weighting of the financial

metrics remains unchanged.

The quantum is expected to be as follows:

 Mark FitzPatrick will receive an award of

300% of base salary, as permitted in the

Policy (subject to shareholder approval).

 Caroline Waddington will receive an award

of 225% of base salary, within the maximum

opportunity of 250% outlined in the Policy

(unchanged since the 2025 Policy

approval).

 Vesting of these awards will be subject to

stretching but achievable performance

conditions and the Committee retains

additional discretion to make downwards

adjustment at vesting should this be

considered appropriate.

Conclusion

Remuneration outcomes for 2025 reflect the

Committee’s robust approach to performance

assessment – with total remuneration reflecting

the positive developments in the business

during the year. We are comfortable that the

remuneration of Executive Directors is aligned

with the long-term interests of our shareholders

with shares constituting around 60% of the

total package, through deferral of bonus for

up to three years and long-term incentive

awards that are subject to a total five-year

vesting and holding period. Although, the

amendments to our Policy increase the

maximum quantum opportunity for the CEO,

following consultation with our shareholders

and other key stakeholders, the Policy remains

closely aligned with shareholders’ interests

and expectations.

The Committee extends its thanks to

shareholders for ongoing support and

engagement on matters within its scope

during 2025 and the early part of 2026.

I encourage you to vote for the Directors’

Remuneration report for 2025 and the

proposed Directors’ Remuneration Policy.

Helen Beck

On behalf of the Group Remuneration

Committee

24 February 2026

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Report of the Group Remuneration Committee continued

Section 2 – Remuneration at a glance, code compliance and annual report on remuneration

Remuneration at a glance

How our Executive Directors were rewarded during 2025 and 2024

Single figure remuneration for the year

The following tables provide a summary single total figure of remuneration for 2025 and 2024 for the Company’s Executive Directors.

See pages 90 and 91 for full details, including relevant notes, of the remuneration received by Executive Directors in respect of the years ended 31 December 2025 and 2024.

Mark FitzPatrick, Chief Executive Officer

2024

2025

1,009,347

977,570

1,704,293

2,555,409

Fixed

Variable

2025 (£) 2024 (£)

Base salary

895,804 861,455

Benefits

23,963 29,970

Pension 89,580 86,145

Other 1,996 894,355

Annual bonus (cash)

851,148 830,527

Annual bonus (deferred)

851,149 830,527

Total 2,713,640 3,532,979

PSP vested

– –

Caroline Waddington, Chief Financial Officer

2024

2025

205,092

1,079,917

1,056,252

704,291

Fixed

Variable

2025 (£) 2024 (£)

Base salary 625,000 182,692

Benefits 16,791 4,047

Pension 62,500 18,353

Other 51,479 76,877

Annual bonus (cash)

514,219 489,687

Annual bonus (deferred)

514,219 489,688

Total 1,784,208 1,261,344

PSP vested

– –

Craig Gentle, Chief Financial Officer

502,630

2024

2025

646,870

Fixed

Variable

2025 (£) 2024 (£)

Base salary

– 371,975

Benefits – 74,634

Pension – 56,021

Other – 183

Annual bonus (cash)

– 323,343

Annual bonus (deferred)

– 323,344

Total – 1,149,500

PSP vested

– –

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Report of the Group Remuneration Committee continued

Summary of 2026 Directors’ Remuneration Policy (subject to shareholder approval)

Current Policy and Practice Update to Policy

Base Salary

Percentage increases will normally be at, or below, the percentage increases for the Company’s wider

employee population.

 No change.

Pension

Maximum pension aligned to the workforce scale (10% of base salary on joining, rising to 15% with service).  No change.

Annual Bonus

Maximum annual bonus: 200% of base salary for CEO and CFO. 50% of bonus award deferred into shares that

vest after three years.

Performance measured using a scorecard of financial measures (no less than 60% weighting) and non-

financial criteria (up to 40% weighting) on each. Pay-outs on a scale from 20% to 100% of maximum. Below-

threshold performance results in zero pay-out for the relevant metric.

Normally 50% of any bonus payable will be deferred for three years. A lower percentage may be set by the

Committee once an Executive Director has met their shareholding requirement, but will be no less than 25%

of the award.

Malus and clawback provisions apply.

 Increased maximum opportunity for CEO from 200% to 250%.

 No change to maximum opportunity for CFO (although note the

proposed uplift in award level for 2026 from 175% to 185% of base

salary).

 Maintaining the current three-year deferral period, but introduce

annual one-third tranche vesting.

LTIP

Annual grants of Performance Shares (PSP), which vest after three years subject to performance conditions.

Followed by a two-year post-vesting sale restriction period (excluding sales to settle tax). Awards of up to

250% of base salary for CEO and CFO.

Grants of Restricted Shares in lieu of PSP, subject to 50% discount on the face value of the PSP awards in line

with best practice. A maximum award size of 62.5% of base salary (representing 50% of the LTIP face value).

Awards vest after three years subject to the Committee’s underpin assessment. Vesting is followed by a

two-year post-vesting sale restriction period (excluding sales to settle tax).

Underpin: Ability to cancel or scale-back vesting if there has been significant underperformance over the

vesting period. The underpin assessment by the Committee will be a rounded appraisal of all aspects of

performance which may include: financial and return performance such as net inflows, profitability and TSR;

client acquisition, retention and satisfaction; employee engagement; risk management and regulatory

compliance; and sustainability indicators.

Malus and clawback provisions apply.

 Increased maximum opportunity for CEO from 250% to 300% for 2026

awards and beyond.

 No change to maximum opportunity for CFO (although note the

proposed uplift in award level for 2026 from 200% to 225% of base

salary).

 The ability to grant Restricted Share Awards, approved by shareholders

in 2025, would remain, although not anticipated to be used in the life

of this Policy (see page 114 for more details). Awards would be subject

to a maximum level of 62.5% of base salary, in line with the 2025 Policy.

Before any grant of Restricted Shares, the Committee will consult with

shareholders.

 Length of vesting or retention periods unchanged.

 Balance of the short to long-term performance-related pay

opportunity retained, to maintain alignment with shareholder interests.

 LTIP awarded into performance shares continue to vest after three

years, subject to appropriately stretching performance conditions,

with release after five years. LTIP awarded into Restricted Shares, should

that option be utilised, will vest after three years, subject to an underpin

assessment, with release after five years.

Shareholding

Requirements

300% of base salary for the CEO and 200% for other Executive Directors, to be achieved normally within five

years of appointment. Executive Directors are also subject to a two-year post-cessation holding requirement

at 100% of the in-post requirement (or the shares accumulated by time of stepping down from the Board).

 No change.

Note – Malus and clawback continue to apply, allowing the Committee to reduce awards in appropriate scenarios.

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Annual report on remuneration

This Directors’ Remuneration report, will be put

to an advisory shareholder vote at the 2026

AGM. This part of the Remuneration report

explains the work of the Remuneration

Committee and sets out how we

implemented our Policy during 2025. The

information on pages 90 to 107 has been

audited where indicated. This part also sets

out how we intend to implement the Directors’

Remuneration Policy in 2026, subject to

shareholder approval of that Policy. The 2026

Policy, including the proposed amendments

thereto, is set out on pages 111 to 120.

2.1 How the Remuneration Policy was applied in 2025

2.1.1 Remuneration payable in respect of performance in 2025 (audited)

Summary of total remuneration

The remuneration received by Executive Directors in respect of the years ended 31 December 2025 and 2024 is set out below.

Executive Director

Base salary

Benefits

Annual bonus

Long-term

incentives

Pension

Other

Total

Total fixed

remuneration

Total variable

remuneration

Mark FitzPatrick

2025 895,804 23,963 1,702,297 – 89,580 1,996 2,713,640 1,009,347 1,704,293

2024 861,455 29,970 1,661,054 – 86,145 894,355 3,532,979 977,570 2,555,409

Caroline Waddington

2025 625,000 16,791 1,028,438 – 62,500 51,479 1,784,208 704,291 1,079,917

2024 182,692 4,047 979,375 – 18,353 76,877 1,261,344 205,092 1,056,252

Craig Gentle

2025 – – – – – – – – –

2024 371,975 74,634 646,687 – 56,021 183 1,149,500 502,630 646,870

Non-executive Director

Base salary

Benefits

Total

Rooney Anand

2025 148,444 1,328 149,772

2024 – – –

Helen Beck

2025 68,433 – 68,433

2024 – – –

Dominic Burke

2025 – – –

2024 16,958 – 16,958

Simon Fraser

2025 200,952 – 200,952

2024 125,968 – 125,968

Emma Griffin

2025 72,093 949 73,042

2024 190,212 7,870 198,082

Rosemary Hilary

2025 208,703 446 209,149

2024 204,504 735 205,239

John Hitchins 2025 275,677 359 276,036

2024 199,747 – 199,747

Penny James

2025 55,548 27 55,575

2024 – – –

Paul Manduca 2025 413,000 5,704 418,704

2024 400,000 8,810 408,810

Lesley-Ann Nash

2025 50,637 – 50,637

2024 132,875 966 133,841

1 Mark FitzPatrick joined the Board on 1 October 2023. The Other amount for 2024

includes the value of buyout awards which vested on; 17 May 2024 (4,169 shares at a

market price on vesting of £4.774 per share); 4 April 2025 (35,379 shares at a market

price on vesting of £8.178); and 27 May 2025 (52,495 shares at a market price on

vesting of £11.09). The number of shares include dividend equivalent shares which

were added on vesting. The vesting of the buyout awards reflected the actual vesting

% of the Prudential LTIP 2021 award and the TSR performance of SJP to the end of 2024,

details of which were set out in last year’s Annual Report.

2 Caroline Waddington joined the Board on 16 September 2024. The Other amount

for 2025 relates to buyout share awards which vested on 25 March 2025 (4,998 shares

at a market price on vesting of £10.30 per share). The Other amount for 2024 relates to

a buyout cash award payment. Details of the buyout awards were set out in last year’s

Annual Report.

3 Craig Gentle stepped down from the Board on 11 October 2024.

4 Dominic Burke stepped down from the Board on 31 January 2024.

5 Simon Fraser joined the Board on 22 April 2024.

6 Emma Griffin and Lesley-Ann Nash stepped down from the Board on 13 May 2025.

Rosemary Hilary stepped down from the Board on 31 December 2025.

7 Rooney Anand joined the Board on 1 January 2025. Helen Beck and Penny James

joined the Board on 1 July 2025.

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Annual report on remuneration continued

2.1.1 Remuneration payable in respect of performance in 2025 (audited) continued

Benefits

Benefits for Executive Directors comprise private healthcare, life and critical illness

cover, permanent health insurance, health screening, travel costs and, until 30 April 2024, car

allowance at which point this was consolidated into base salary with a downward adjustment

to reflect the pension contribution that applies to base salary. During 2024 Craig Gentle

received a location allowance of £72,000 per annum, which allowed him to work increased

amounts of time in SJP’s London office away from his normal place of work at SJP’s Cirencester

office. The amounts shown are generally the taxable amounts.

Benefits for Non-executive Directors are private medical cover expenses, as applicable, and

the reimbursement of taxable travel expenses grossed up for any tax payable thereon. Non-

executive Directors are not paid a pension and do not participate in any of the Company’s

variable incentive schemes.

Pension allowance

Consistent with the pension contributions provided to the wider workforce, all Executive

Directors appointed after the 2018 AGM receive a pension allowance of 10% of salary on joining,

increasing to 12.5% after five years and 15% after ten years of service. The pension allowances for

Executive Directors appointed prior to the 2018 AGM were reduced to 15% of base salary on

1 January 2023. None of the Executive Directors participate in defined benefit pension schemes.

Annual bonus

As explained on page 89, 50% of the annual bonus is paid in cash and 50% is in the form of a

conditional award of the Company’s shares. Release of the shares is subject to the participant’s

continued employment. Deferred shares are subject to forfeiture for three years under the

terms of the Deferred Bonus Plan (DBP).

Long-term incentives

The value of the long-term incentives is the value of shares vesting from the award where the

performance period ends in the year, together with the value of dividend equivalents that have

been added in the form of shares, during the three-year performance period, to the vested

shares. The long-term incentive values are zero for Mark FitzPatrick and Caroline Waddington

as they did not receive grants in 2023 or 2022. The long-term incentive value for 2024 is zero

for Craig Gentle due to the overall performance conditions not being met for the PSP award

granted on 25 March 2022.

Other

These amounts relate to three elements: (i) income received from the Share Incentive Plan (SIP)

and the Sharesave Option Plan (SAYE); (ii) vesting of buyout awards for Mark FitzPatrick and

Caroline Waddington; and (iii) the payment of a buyout cash award to Caroline Waddington

in 2024. For the SIP, the value relates to the matching shares received (one matching share is

awarded for every ten Partnership shares purchased). For Mark FitzPatrick, 17 matching shares

were awarded on 25 March 2025 at £10.27 per share and 39 matching shares were awarded on

24 March 2024 at £4.5243 per share. Employees making contributions to the SAYE plan receive

a 20% discount on shares under option. Mark FitzPatrick entered into a savings contract in

September 2025 with a discount of £2.425 per share for 751 shares under option. Mark FitzPatrick

will be eligible to receive a tax-free bonus of 0.5 times his monthly savings amount on the

maturity of the 2025 SAYE. In 2024, Mark FitzPatrick entered into a savings contract with a

discount of £1.008 per share for 2,748 shares under option. Mark FitzPatrick will be eligible

to receive a tax-free bonus of 1.1 times his monthly savings amount on the maturity of the

2024 SAYE.

For Caroline Waddington, the buyout award vesting value for 2025 relates to 4,998 shares

which vested on 25 March 2025. The shares have been valued using the closing share price

on 25 March 2025, £10.30. No dividend equivalent shares had accrued at the time of vesting.

3,358 of the vested shares were subject to performance conditions and the vesting level was

determined by the vesting level of the original awards which were replaced. It was confirmed

in the UBS Group Annual Report 2024 that these awards vested in full. 1,640 of the vested shares

were not subject to any performance conditions and therefore vested in full. No buyout awards

vested to Caroline Waddington in 2024.

Subsidiary board fees

Emma Griffin and Simon Fraser received the following fees as Non-executive Directors of

St. James’s Place Unit Trust Group Limited during 2025: Emma Griffin £23,229 for the period

1 January to 13 May 2025 (at which point she resigned from the board); and Simon Fraser

£40,695 for the period 13 May to 31 December 2025.

Simon Fraser, Rosemary Hilary and John Hitchins received the following fees as Non-executive

Directors of St. James’s Place UK plc during 2025: Simon Fraser £23,229 for the period 1 January

to 15 May 2025 (at which point he resigned from the board); Rosemary Hilary £63,750; and

John Hitchins £63,750.

John Hitchins and Rooney Anand received the following fees as Non-executive Directors of

St. James’s Place Wealth Management plc during 2025: John Hitchins £63,750; and Rooney

Anand £42,791 for the period of 1 May (his appointment date) to 31 December 2025.

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Annual report on remuneration continued

2.1.2 Payment for loss of office and payments to past directors (audited)

Payment for loss of office for loss of office

As detailed in last year’s Annual Report, Craig Gentle stood down from the Board on 11 October

2024. Craig undertook a period of ‘gardening leave’ from 1 November 2024 to 12 June 2025 when

he ceased to be an employee. In 2025, he received a base salary of £221,910, pension payments

of £31,880 and benefits totalling £45,677. He was not eligible for an annual bonus or LTIP award

for 2025. Further detail of the treatment of his awards is set out in last year’s annual report.

Malus and clawback provisions will apply to any awards or payments made to Craig under the

annual bonus plan and discretionary share plans.

Shares held in the SIP were released to Craig on leaving in accordance with the rules of the SIP.

In line with the Directors’ Remuneration Policy, Craig will be required to maintain a shareholding

equivalent to 200% of his base salary from the date he retired from the Board for two years post

cessation.

Craig received no additional compensation or payment for the termination of his service

contract or his ceasing to be a Director of the Company or any other Group Company, except

for the Company paying legal fees up to £25,000 plus VAT.

Payments to past directors

No payments were made to former Directors in 2025.

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Annual report on remuneration continued

2.1.3 Summary of total annual bonus for 2025 performance (audited)

Bonus scorecard

The performance conditions (both financial and non-financial targets) and weightings which applied to the annual bonus were as follows:

Measure

Weighting

(percentage

of maximum)

Threshold

(20% payable)

Maximum value

(100% payable) Actual

Mark FitzPatrick

Caroline Waddington

Payout

(percentage

of salary)

Payout

(percentage

of maximum

total bonus)

Payout

(percentage

of salary)

Payout

(percentage

of maximum

total bonus)

Underlying cash result 12.0% £310.0m £360.0m £462.3m 24.0% 12.0% 21.0% 12.0%

Net inflows 24.0% £2.0bn £4.0bn £6.2bn 48.0% 24.0% 42.0% 24.0%

Annual growth in controllable expenses 12.0% £396.3m £388.9m £305.8m 24.0% 12.0% 21.0% 12.0%

Cost and efficiency programme savings 12.0% £42.0m £50.0m £57.3m 24.0% 12.0% 21.0% 12.0%

Strategic objectives 20.0%

Assessment by the Committee of the

performance of the Executive Directors

34.0% 17.0% 29.8% 17.0%

Individual objectives 20.0% 36.0% 18.0% 29.8% 17.0%

Total calculated payout 190.0% 95.0% 164.6% 94.0%

1 The weighting and payout for Mark FitzPatrick is based on a maximum bonus opportunity of 200% of base salary.

2 The weighting and payout for Caroline Waddington is based on a maximum bonus opportunity of 175% of base salary.

Annual bonus for 2025

The maximum bonus opportunity for Mark FitzPatrick was 200% of salary and 175% of salary for

Caroline Waddington. As shown in the table above, 60% of the annual bonus was determined by

a scorecard of financial performance metrics, 20% by strategic objectives and 20% by individual

performance objectives.

Financial performance metrics

The scorecard of financial performance metrics was as follows:

Metric Alignment with strategy

Underlying cash result Recognises annual cash profitability, which is an important

driver of dividends and future investment in the business.

Net inflows Reflects both new business and client retention and is a driver

of sustained profit growth.

Annual growth in

controllable expenses

Keeping cost growth below the rate of growth in revenues is

a key determinant of profit growth.

Cost and efficiency

programme savings

This is to ensure that the savings under the programme are

delivered.

Reflecting the strong performance of the business, as detailed in the Committee Chair’s annual

statement, and notwithstanding the stretching targets set for the business, as shown in the

table above, the maximum targets for all the financial performance metrics were met and 60%

of the maximum bonus will pay out based on these measures.

Strategic performance objectives

Mark FitzPatrick and Caroline Waddington were set the following strategic performance

objectives:

Strategic Performance Objective

Mark FitzPatrick Caroline Waddington

Weighting

(percentage

of maximum

bonus)

Payout

(percentage

of maximum

bonus)

Weighting

(percentage

of maximum

bonus)

Payout

(percentage

of maximum

bonus)

Client satisfaction 5.0% 5.0% 5.0% 5.0%

Adviser advocacy 5.0% 5.0% 5.0% 5.0%

Employee engagement and culture 5.0% 4.0% 5.0% 4.0%

Risk and controls 5.0% 3.0% 5.0% 3.0%

Total 20.0% 17.0% 20.0% 17.0%

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The details of the strategic objectives are as follows:

Strategic

performance

objective Measure/target Outcome

Client

satisfaction

Overall client satisfaction

score across five core

satisfaction questions.

Achieved in-line with maximum target.

Maintained high levels of client satisfaction,

demonstrating our commitment to delivering

good client outcomes. For example, in 2025 we

delivered investment returns for clients which

represented 12% of opening FUM, net of all

charges, and we broadened investment

choices available to clients through the

launch of our Polaris Multi-Index range.

Adviser

advocacy

Partner survey result

metrics for engagement

and proposition rating.

Achieved in-line with maximum target,

demonstrating effective engagement with

the Partnership during a period of significant

change in the business, and our continued

focus on providing a leading adviser offering.

For example, during the year we improved

this by introducing and piloting a range of

technology and AI tools to help advisers

work more effectively.

Employee

engagement

and culture

Measure based on

performance against a

dashboard of employee

and cultural indicators,

including employee survey

results, inclusion & diversity

targets and against key

people metrics (e.g.

attrition and retention).

Achieved above target, demonstrating

effective leadership of the employee base

during a period of significant change for the

business, particularly with the transition to our

new organisational design during the year.

We also improved the inclusion and diversity

representation across the business. For

example, we increased the percentage

of women in senior leadership roles.

Risk and

controls

Measure based on

performance against core

KPIs measure in risk and

control dashboard.

Achieved in-line with target.

Demonstrating a strong risk and control culture

across the organisation, supporting the Group

to stay within its risk appetite.

Individual performance objectives

Mark FitzPatrick

Mark delivered a highly successful year for St. James’s Place. Amid a complex operating

environment, Mark’s leadership further strengthened confidence among key stakeholders,

including regulators, shareholders and the Partnership. Strategic achievements included

making strong progress against key programmes of work, improving market sentiment and

standing via an improved media and brand presence, and positioning the Group in a more

influential stance to shape industry thinking. Additionally Mark’s leadership led to building a

stronger and more diverse Group Executive Committee, which has improved the organisation’s

ability to execute strategy and manage future succession. Overall, the performance review

underscores a year of robust execution and clear leadership judgement, laying firm

foundations for the Company’s sustainable future growth.

Caroline Waddington

Caroline has made a significant contribution to the business this year, not least through leading

on the organisational redesign required as part of our cost and efficiency programme. She has

also been a strong culture champion for the organisation and been responsible for attracting

new shareholders to St. James’s Place. Caroline has led on plans to further strengthen our

leading BSP scheme over the long-term, as well as progressing work around simplifying our

financial reporting.

2025 performance against bonus scorecard (including Committee discretion)

The table below sets out performance against financial and non-financial targets under the

bonus scorecard, and the effect of the Committee’s overriding discretion on the final outcome.

The Committee is comfortable that the scorecard outcomes for both Executive Directors are

appropriate in the context of Company and individual performance for 2025. Therefore, no

discretion was applied. The table also shows the portion of the annual bonus awarded in cash

and the portion awarded in deferred shares.

Mark

FitzPatrick

Caroline

Waddington

Financial targets (% of base salary) 120.0% 105.0%

Strategic objectives (% of base salary) 34.0% 29.8%

Individual objectives (% of base salary) 36.0% 29.8%

Committee discretion (% of base salary) 0.0% 0.0%

Final bonus outcome (% of base salary) 190.0% 164.6%

Maximum opportunity for 2025 (% of base salary) 200% 175%

Final bonus outcome (% of maximum) 95% 94%

Cash amount £851,148 £514,219

Deferred amount £851,149 £514,219

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2.1.4 Long‑term incentive awards (audited)

Vesting of Performance Share Plan awards

On 31 December 2025, the awards made on 3 May 2023 under the PSP reached the end of their

three-year performance period. As outlined below, these awards achieved 45.0% against the

performance conditions.

The current Executive Directors did not receive this award as they were not employed by the

Company at the time of grant.

The performance conditions which applied to the 2023 PSP awards, and the actual performance

achieved against these conditions, are set out in the table below. The weighting of the following

performance conditions is split one-third respectively.

Performance hurdle

TSR relative to

the FTSE 51 to 150

EPS CAGR % using

the Cash result

EPS CAGR % using

EEV adjusted profit

Performance

required

Percentage of

one-third of

award

vesting

Performance

required

Percentage of

one-third of

award

vesting

Performance

required

Percentage of

one-third of

award

vesting

Below threshold Below median 0% Below 5% 0% Below 5% 0%

Threshold Median 25% 5% 25% 5% 25%

Stretch or above Upper quartile

or above

100% 12% or

above

100% 12% or

above

100%

Actual achieved

36 out of 76

companies

35.0% Below 5% 0% Above 12% 100%

1 FTSE 51 to 150 index excluding investment trusts and companies in the FTSE oil, gas and mining sectors.

2 This is by reference to the post-tax EEV operating profit (on a fully diluted per-share basis). This metric excludes the

direct impact of stock market fluctuations and changes in economic assumptions on the final year’s performance.

3 No discretion was exercised by the Committee to override the outcome referred to above.

Granting of PSP awards in 2025

Details of PSP awards (nil-cost options) granted to the Executive Directors in 2025 are set out in

the table below.

Director Type of award

Basis of award

granted

Average

share price at

date of grant

(£)

Number of

SJP shares

over which

award was

granted

1, 2

Face value

of award (£)

Percentage of

face value that

would vest at

threshold

performance

Mark FitzPatrick Nil-cost

option

250% of salary

of £900,528 10.27 219,213 2,251,318 25%

Caroline

Waddington

Nil-cost

option

200% of salary

of £625,000 10.27 121,713 1,249,993 25%

1 The number of shares awarded was calculated based on the average of the mid-market share prices over a period

of three days prior to the date of grant on 25 March 2025, being £10.27 per share. The face value of the award figure

is calculated by multiplying the number of shares awarded by the average share price figure of £10.27.

2 PSP awards are structured as nil-cost options and therefore no exercise price is payable on exercise. Dividend

equivalents accrue to the Executive Directors between the date of grant and the second anniversary of the vesting

date or, if earlier, the exercise of the award (up to a maximum of five years from date of grant) but are released only

to the extent that awards vest. Awards in 2025 were based on the achievement of three metrics: (a) TSR performance

relative to a composite benchmark of the FTSE 51 to 150, excluding investment trusts and companies in the oil, gas

and mining sectors for one-third of the award. For the TSR performance metric element, 25% vests at median, with

a straight-line relationship to 100% vesting for upper quartile performance; (b) EPS using EEV adjusted profit for

one-third of the award. This is by reference to the post-tax EEV operating profit (on a fully diluted per-share basis).

This metric excludes the direct impact of stock market fluctuations and changes in economic assumptions on the

final year’s performance; and (c) EPS using the Cash result for one-third of the award. For the EPS performance metric

elements, a threshold and stretch level of performance is set. At threshold, 25% of the relevant element vests, rising

on a straight-line basis to 100% for attainment of levels of performance between threshold (EPS in 2027 using EEV

adjusted profit of 174.92 pence per share and EPS in 2027 using the Cash result of 71.62 pence per share) and

maximum (EPS in 2027 using EEV adjusted profit of 214.62 pence per share and EPS in 2027 using the Cash result

of 85.68 pence per share) targets. These awards also have a post-vesting holding period of two years from the

vesting date.

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2.1.5 Share awards (audited)

The tables below set out details of share awards that have been granted to individuals who were Executive Directors during 2025 and which

had yet to vest or be exercised at some point during the year. With the exception of the buyout awards granted to Mark FitzPatrick and Caroline

Waddington, the performance periods for share awards run for a period of three years, ending on 31 December of the year immediately

preceding the vesting date.

Buyout awards outstanding

Director Date of grant

Market price

at grant

(£)

originally

awarded

Face value

(£)

vested Vesting date

Dividend

equivalents

added to

vested awards

Shares exercised

including

dividend

equivalents

lapsed

Unexercised

shares at 31

December

2025

Mark

FitzPatrick

24 Oct 2023 6.4388 14,873 95,764 4,101

17 May 2024 167 – 10,772

4,268

24 Oct 2023 6.4388 34,513 222,222 34,513 4 April 2025

3,13

1,421 – – 35,934

24 Oct 2023 6.4388 50,658 326,177 50,658 27 May 2025

3, 1 3

2,087 – – 52,745

Caroline

Waddington

10 Dec 2024 7.1280 19,229 137,064 – Various

4, 1 3

– – – 19,229

10 Dec 2024 7.1280 19,229 137,064 – Various

4, 1 3

– – – 19,229

10 Dec 2024 7.1280 314 2,238 314 25 Mar 2025

4 – – 318

10 Dec 2024 7.1280 1,261 8,988 631 Various

5, 1 3 ,1 7

9 – – 1,270

10 Dec 2024 7.1280 2,213 15,774 738 Various

6, 1 3, 1 7

11 – – 2,224

10 Dec 2024 7.1280 2,434 17,350 608 Various

7, 13,17

8 – – 2,442

10 Dec 2024 7.1280 1,853 13,208 84 Various

8, 1 3 ,1 7

– – – 1,853

10 Dec 2024 7.1280 188 1,340 188 25 Mar 2025

2 – – 190

10 Dec 2024 7.1280 757 5,396 379 Various

5, 14

5 – – 762

10 Dec 2024 7.1280 1,328 9,466 443 Various

6, 14

6 – – 1,334

10 Dec 2024 7.1280 1,461 10,414 365 Various

9, 14

4 – – 1,465

10 Dec 2024 7.1280 1,327 9,459 265 Various

9, 14

3 – – 1,330

10 Dec 2024 7.1280 14,588 103,983 0 Various

10 , 15

– – – 14,588

10 Dec 2024 7.1280 8,804 62,755 0 Various

11 , 13 , 18

– – – 8,804

10 Dec 2024 7.1280 4,914 35,027 983 Various

9, 13 , 1 8

14 – – 4,928

10 Dec 2024 7.1280 19,088 136,059 0 Various

10 , 15

– – – 19,088

10 Dec 2024 7.1280 4,152 29,595 0 Various

12, 13,18

– – – 4,152

1 The face value of the award is calculated by

multiplying the number of shares awarded by

the market price at grant (for awards granted

on 24 October 2023, this was calculated using the

average share price figure over a period of five days

prior to the date of grant; and for awards granted

on 10 December 2024, this was calculated using the

average share price figure over a period of five days

prior to 16 September 2024).

2 27.58% of the award vested on 17 May 2024 and 72.42%

of the award lapsed on the same date. The vesting

level was determined by the vesting level of the

Prudential LTIP 2021 award as disclosed in the

Prudential plc Annual Report 2023 and approved

by the Committee. The vested options are available

to exercise until 17 May 2027.

3 The performance period for Mark FitzPatrick’s awards

which vested on 4 April 2025 and 27 May 2025 was

from 1 January 2024 to 31 December 2024. The

performance conditions were met in full and the

vested options are available to exercise until the

third anniversary of the relevant vesting date.

4 The vesting dates and the percentage of the award

due to vest on each date are as follows: 25 March 2027

(26%); 25 March 2028 (26%); 25 March 2029 (26%); and

25 March 2030 (22%). 33% of award to vest at threshold

performance.

5 The vesting dates are 25 March 2025 and 25 March

2026. 50% of the award is due to vest on each date.

6 The vesting dates are 25 March 2025; 25 March 2026;

and 25 March 2027. One-third of the award is due to

vest on each date.

7 The vesting dates are 25 March 2025; 25 March 2026;

25 March 2027; and 25 March 2028. 25% of the award

is due to vest on each date.

8 The vesting dates and the percentage of the award

due to vest on each date are as follows: 25 March 2025

(4.52%); 25 March 2026 (23.87%); 25 March 2027

(23.87%); 25 March 2028 (23.87%); and 25 March 2029

(23.87%).

9 The vesting dates are 25 March 2025; 25 March 2026;

25 March 2027; 25 March 2028; and 25 March 2029. 20%

of the award is due to vest on each date.

10 The vesting dates are 25 March 2026; 25 March 2027;

25 March 2028; 25 March 2029; and 25 March 2030. 20%

of the award is due to vest on each date.

11 The vesting dates are 25 March 2028; 25 March 2029;

and 25 March 2030. One-third of the award is due to

vest on each date.

12 The vesting dates are 25 March 2026 and 25 March

2027. 50% of the award is due to vest on each date.

13 Vesting subject to performance conditions and

continued employment. Vested awards will be subject

to post-vesting holding periods.

14 Vesting subject to continued employment

(no performance conditions). Vested awards will

not be subject to post-vesting holding periods.

15 Vesting subject to continued employment (no

performance conditions). Vested awards will be

subject to post-vesting holding periods.

16 The awards are in the form of nil-cost options. The

24 October 2023 awards were granted under the rules

of the Performance Share Plan and were subject to

the performance conditions outlined in section 2.1.1.

Vested awards are subject to a two-year holding

period from the relevant vesting date. The 10 December

2024 awards were granted under the terms of a

buyout award deed pursuant to UK Listing Rule 9.3.2(2).

The share awards were granted under a UK Listing Rule

9.3.2(2) arrangement to facilitate the recruitment of

Caroline Waddington as the rules of the PSP did not

permit conditional share awards without performance

conditions to be granted. Where applicable, post-

vesting holding periods end on the same date as the

post-vesting holdings periods which applied to the

original award which the buyout award relates to.

17 10% of award to vest at threshold performance.

18 Award to vest in full at threshold performance.

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Performance Share Plan (PSP) awards outstanding

Director Date of grant

Market price

at grant

(£)

originally

awarded

Face value

(£)

vested

Vesting date

Dividend

equivalents

added to

vested awards

Shares exercised

including

dividend

equivalents

lapsed

Unexercised

shares at

31 December

2025

Mark

FitzPatrick

25 March

2024

4.5243 464,160 2,099,999 – 25 March 2027 – – – 464,160

25 March

2025

10.27 219,213 2,251,318 – 25 March 2028 – – – 219,213

Caroline

Waddington

25 March

2025

10.27 121,713 1,249,993 – 25 March 2028 – – – 121,713

1 The face value of the award is calculated by multiplying the number of shares awarded by the market price at grant (the average share price figure over a period of three days

prior to the date of grant). All awards are in the form of nil-cost options.

2 The performance conditions for the awards granted on 25 March 2024 are the achievement of three metrics: (a) TSR performance relative to a composite benchmark of the FTSE

51 to 150, excluding investment trusts and companies in the oil, gas and mining sectors for one-third of the award. For the TSR performance metric element, 25% vests at median,

with a straight-line relationship to 100% vesting for upper quartile performance; (b) EPS using EEV adjusted profit for one-third of the award. This is by reference to the post-tax EEV

operating profit (on a fully diluted per-share basis). This metric excludes the direct impact of stock market fluctuations and changes in economic assumptions on the final year’s

performance; and (c) EPS using the Cash result for one-third of the award. For the EPS performance metric elements, a threshold and stretch level of performance is set. At

threshold, 25% of the relevant element vests, rising on a straight-line basis to 100% for attainment of levels of performance between threshold (EPS in 2026 using EEV adjusted

profit of 116.06 pence per share and EPS in 2026 using the Cash result of 45.38 pence per share) and maximum (EPS in 2026 using EEV adjusted profit of 143.65 pence per share

and EPS in 2026 using the Cash result of 55.86 pence per share) targets. These awards also have a post-vesting holding period of two years from the vesting date.

3 The performance conditions for the awards granted on 25 March 2025 are outlined in the ‘Granting of PSP awards in 2025’ section on page 95.

4 There are no vested but unexercised options.

Company Share Option Plan (CSOP) options outstanding (linked to PSP awards)

Director Date of grant

Option

price

(£)

Share options

originally

awarded

Grant

value

(£)

options

vested Vesting date

Share options

exercised

Share options

lapsed

Unexercised

shares at

31 December

2025

Mark

FitzPatrick

25 March

2024 4.5243 13,261 59,997 – 25 March 2027 – – 13,261

Caroline

Waddington

25 March

2025 10.27 5,842 59,997 – 25 March 2028 – – 5,842

1 The grant value of the award is calculated by multiplying the number of shares options awarded by the option price (the average share price figure over a period

of three days prior to the date of grant).

All share options are in the form of tax-advantaged CSOP options which are linked to the PSP award granted on the same date shown in the

‘Performance Share Plan awards outstanding’ table above. The CSOP options are subject to the same performance conditions as the linked

PSP award. On the exercise of vested CSOP options, shares will lapse from the linked PSP award equivalent in value to the gain achieved on

the exercise of the CSOP options.

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Deferred Bonus Plan (DBP) – shares held during 2025

The table below sets out details of the awards held by the Executive Directors under the

deferred element of the annual bonus scheme during 2025:

Director

Balance at

1 January

2025

Released

in year

Awarded

in year

Balance at

31 December

2025

1, 2

Vesting date

Mark FitzPatrick – – 80,869 80,869 25 Mar 2028

Caroline Waddington – – 47,681 47,681 25 Mar 2028

1 Outstanding awards at the year-end relate to deferred shares awarded in 2025 which were earned in 2024. The

share price used to calculate the 2025 award was £10.27 (the average of the mid-market share prices for 20, 21

and 24 March 2025). The face value of the deferred shares awarded in 2025 was £830,525 for Mark FitzPatrick and

£489,684 for Caroline Waddington at the time of award. The awards are not subject to performance conditions.

2 Deferred share awards are held as Restricted Shares in the Company’s Employee Benefit Trust until the vesting date.

Further details of the deferred element of the annual bonus plan are set out on page 89.

Dividends accrue to the Executive Directors during the three-year period that the shares are

subject to forfeiture.

Sharesave Option Plan (SAYE) – shares held during 2025

Details of the options held by the Directors in 2025 under the SAYE plan and any movements

during the year are as follows:

Director

Options

held at

1 January

2025

Granted

in year

Lapsed

in year

Exercised

in year

Options

held at

31 December

2025

Exercise

price (£)

Dates from which

exercisable

Mark

FitzPatrick

2,748 – – – 2,748 4.05 1 May 2027 to

31 October 2027

– 751 – – 751 9.71 1 November 2028

to 30 April 2029

1 The options were granted on 30 September 2025. The share price used to calculate the exercise price was £12.135

(the mid-market share price for 5 September 2025, the dealing day immediately preceding the Sharesave invitation

date). The face value was £9,113.39. The exercise price was calculated by applying a 20% discount to £12.135, the

maximum discount permitted under the SAYE rules.

At 31 December 2025, the mid-market price for the Company’s shares was £13.845. The range

of prices between 1 January 2025 and 31 December 2025 was between £7.91 and £13.98.

Share Incentive Plan (SIP) – shares held during 2025

The table below sets out details of the awards held by the Executive Directors under the Share

Incentive Plan during 2025:

Director

Balance at

1 January

2025

Partnership

allocated in

year

Matching

allocated in

year

Dividend

allocated in

year

Balance at

31 December

2025

Holding period

(matching shares)

Mark FitzPatrick 439 – – 439 25 March 2024

to 25 March 2027

– 175 17 10 202 25 March 2025

to 25 March 2028

1 Partnership shares are shares awarded in return for an investment of between £10 and £1,800. Partnership shares

were purchased on behalf of Mark FitzPatrick on 25 March 2025 at a price of £10.27 per share, in return for £1,800

being deducted from his pre-tax salary.

2 For every ten Partnership shares acquired, the Company awards one matching share. Matching shares were also

awarded on 25 March 2025 in relation to the partnership shares mentioned above.

3 Seven dividend shares were purchased on 28 May 2025 at a price of £11.068 per share and three dividend shares

were purchased on 24 September 2025 at a price of £12.4705 per share.

4 The partnership, dividend and matching shares will be held by the SIP Trust on behalf of the Director. The matching

and dividend shares must be held for a minimum period of three years from the date of the award/purchase.

Between 31 December 2025 and 24 February 2026, there were no exercises or other dealings in

the Company’s share awards by the Directors.

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2.1.6 Shareholding requirements and Directors’ share interests (audited)

Shareholding requirements

To align the long-term interests of Executive Directors and shareholders, Executive Directors are

required to build up a holding in the Company’s shares. The Chief Executive Officer is required

to build up a shareholding equivalent to 300% of salary and the Chief Financial Officer is

required to build up a shareholding equivalent to 200% of salary. The table below sets out

the shareholdings of the Executive Directors as well as Non-executive Directors, and their

connected persons (as applicable). Mark FitzPatrick’s shareholding will build as his awards

have started to vest from 2024 and Caroline Waddington’s shareholding will build as her awards

started to vest from 2025. Until the shareholding requirements are met, at least 50% of vested

shares from the PSP and other share awards (less tax liability) will normally be retained by the

Executive Director.

Director

Shares held at

1 January

2025

Shares held at

31 December

2025

Percentage of base salary

held in SJP shares as at

31 December

2025

Mark FitzPatrick 439 81,510 66.9%

Caroline Waddington – 47,681 56.0%

Rooney Anand

– 10,509

Helen Beck

– –

Simon Fraser – –

Emma Griffin

2,331 –

Rosemary Hilary

– –

John Hitchins – –

Penny James

– –

Paul Manduca 27,000 27,000

Lesley-Ann Nash

– –

1 Shares held include: shares beneficially owned; Share Incentive Plan shares; and unvested DBP awards, which have

been earned for past performance but are subject to a continuous service requirement. The percentage of base

salary has been calculated using the mid-market price at 31 December 2025 of £13.845 and the base salary as at

31 December 2025. The overall percentage of base salary excludes the value of shares that would need to be sold

to meet the notional tax and employee National Insurance contributions on DBP awards.

2 Emma Griffin and Lesley-Ann Nash stepped down from the Board on 13 May 2025.

3 Rosemary Hilary stepped down from the Board on 31 December 2025.

4 Rooney Anand joined the Board on 1 January 2025.

5 Helen Beck and Penny James joined the Board on 1 July 2025.

The interests of the Executive Directors set out on this page include the gross number of shares

held in trust for the Directors for DBP awards which are subject to a three-year continuous

service requirement, details of which are set out on page 98. The interests of the Executive

Directors also include awards under the Share Incentive Plan, details of which are set out on

page 98. Unexercised share options are not included.

The Company’s register of Directors’ interests contains full details of Directors’ shareholdings

and any share awards under the Company’s various share plans.

Disclosure of the Executive Directors’ interests in share awards is made on pages 96 to 98 and

also in Note 27 – Related party transactions.

Between 31 December 2025 and 24 February 2026, there were no transactions in the Company’s

shares by the Directors.

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Executive Directors’ shareholdings and outstanding share awards

Beneficially

owned at

31 December

2025

Outstanding

PSP awards

(performance

conditions)

Outstanding

unvested

buyout awards

(performance

conditions)

Outstanding

unvested

buyout awards

(no performance

conditions)

Outstanding

vested buyout

awards

(unexercised

options)

Outstanding

SAYE options

(no performance

conditions)

Outstanding

DBP awards

(no performance

conditions)

Outstanding

SIP shares

(no performance

conditions)

Mark FitzPatrick 81,510 683,373 – – 92,947 3,499 80,869 641

Caroline Waddington 47,681 121,713 61,045 37,097 5,064 – 47,681 –

1 Beneficially owned shares include those DBP awards and SIP shares set out in columns 8 and 9 above.

2 Details of the PSP awards are set out on page 97.

3 Details of the buyout awards (including options that are unvested and those that are vested but have not been exercised) are set out on page 96.

4 Details of the SAYE options are set out on page 98.

5 Details of DBP awards are set out on page 98.

6 Details of the SIP shares are set out on page 98.

2.1.7 Dilution (unaudited)

Dilution limits agreed by shareholders at the time of shareholder approval of the various

long-term incentive plans allow for up to 10% of share capital in ten years to be used for grants

to employees and members of the SJP Partnership under all share plans (i.e. both the employee

and Partner share plans), and up to 5% of share capital in ten years to be used for grants to

employees under discretionary share plans. These limits comply with the Investment

Association dilution guidelines on the issue of new shares.

The table to the right sets out, as at 31 December 2025, the number of new ordinary shares

in the Company which have been issued, or are capable of being issued (subject to the

satisfaction of any applicable performance conditions), as a result of options or awards

granted under the various long-term incentive plans, deferred bonus plans and SAYE plans

operated by the Company in the ten years prior to 31 December 2025.

Type of share plan

Number of new

ordinary shares of

15 pence each

Percentage of

total issued share

capital as at

31 December

2025

SAYE plans 5,040,422 0.96%

Executive share plans 14,775,324 2.80%

Partners’ share plans 10,732,781 2.04%

Total 30,548,527 5.80%

In addition, as at 31 December 2025, the Company’s Employee Benefit Trust held 8,177,915 shares

in the Company which were acquired to meet awards made under the PSP, CSOP, DBP, buyout

awards and SAYE. The number of shares in the Company held in the Share Incentive Plan Trust

as at 31 December 2025 was 503,464.

100

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2.1.8 Total shareholder return performance and CEO pay over the same period

(unaudited)

The graph to the right shows a comparison of the Company’s TSR performance against the

FTSE All-Share Index over the last ten financial years. The Company considers this to be the most

appropriate comparator index, given the broad nature of the index and the companies within it.

This graph shows the value, by 31 December 2025, of £100 invested in St. James’s Place on

31 December 2015, compared with the value of £100 invested in the FTSE All-Share Index on

the same date. The other points plotted are the values at intervening financial year-ends.

300

200

100

Value (£) (rebased)

Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024 Dec 2025

St. James’s Place

FTSE All-Share

The table below shows the total remuneration figure for the Chief Executive Officer over the last ten financial years. The total remuneration figure includes the annual bonus and long-term

incentive awards which vested based on performance in those years (and ending in that year for PSP awards).

Year ending 31 December

David Bellamy Andrew Croft Mark FitzPatrick

2016 2017 2018 2019 2020 2021 2022 2023 2023 2024 2025

Total remuneration (£) 2,631,667 2,458,020 1,886,774 1,421,729 812,678 3,141,423 3,115,406 695,545 257,469 3,532,979 2,713,640

Annual bonus (% of maximum) 96.67% 96.67% 62% 37.5% 0% 96.7% 77.1% 0% – 96.4% 95.0%

LTIP vesting (% of maximum) 100% 87.94% 85.3% 62.9% 9% 93.4% 86.4% 0% – – –

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2.1.9 Percentage change in remuneration of all Directors and employees (unaudited)

As the Company has no employees, the table below shows the percentage change in the salary/fee, benefits and annual bonus

for each Director against all UK employees of the Group over the last five years.

Remuneration element

Average

employee

(% change)

Executive Directors (% change)

M FitzPatrick

C Waddington

Salary/fee

2025 4.3 4.0 242.1

2024 9.1 310.2 –

2023 7.5 – –

2022 7.4 – –

2021 – – –

Benefits

2025 11.8 (20.0) 315

2024 6.0 – –

2023 8.6 – –

2022 3.3 – –

2021 5.6 – –

Bonus 2025 10.0 2.5 5.0

2024 77.7 100 –

2023 (28.7) – –

2022 9.5 – –

2021 – – –

Remuneration

element

Average

employee

(% change)

Non-executive Directors (% change)

D Burke

6,7

S Fraser

E Griffin

6,8

R Hilary

J Hitchins

6 ,7, 8

P Manduca

L-A Nash

R Anand

P James

H Beck

Salary/fee

1,4

2025 4.3 (100.0) 59.5 (62.1) 2.1 38.0 3.3 (61.9) – – –

2024 9.1 (88.5) – 36.5 28.4 40.2 6.7 18.6 – – –

2023 7.5 593.6 – 12.3 3.4 16.7 – 0.9 – – –

2022 7.4 – – 18.6 20.6 765.1 22.6 31.1 – – –

2021 – – – 18.1 34.3 – – 71.4

– – –

Benefits

2025 11.8 – – (87.9) (39.3) 100.0 (35.3) (100.0) – – –

2024 6.0 – – (25.9) 75.5 (100.0) 205.9 755.2 – – –

2023 8.6 – – 61.3 100.0 100.0 (39.8) 32.9 – – –

2022 3.3 – – 239.0 (100.0) – 2,572.6 (94.6) – – –

2021 5.6 – – 62.9 (58.5) – – – – – –

Bonus 2025 10.0 – – – – – – – – – –

2024 77.7 – – – – – – – – – –

2023 (28.7) – – – – – – – – – –

2022 9.5 – – – – – – – – – –

2021 – – – – – – – – – – –

1 The change in the salary for average employees is higher in 2022, 2023,

2024 and 2025 than the average salary increase of the workforce referred

to in the Committee Chair’s annual statements in prior years due to salary

increases in respect of promotions and role changes being taken into

account. Additionally, the consolidation of car allowance into base salaries

contributed to the salary increases in 2024.

2 See the Benefits note on page 91 for further details on the benefits for

Directors.

3 Mark FitzPatrick was appointed to the Board on 1 October 2023 and as

Chief Executive Officer on 1 December 2023 and Caroline Waddington

was appointed to the Board and as Chief Financial Officer on 16 September

2024.

4 The fees for Non-executive Directors for 2022 were split into a base fee and

a separate committee membership fee. The total for these two elements

resulted in an increase of 1.6% for 2022.

5 The Directors in office at the time each agreed to a 20% reduction of base

salaries/fees for May, June and July 2020. The reduction is reflected in the

changes for 2021.

6 Paul Manduca and John Hitchins were appointed in 2021. Dominic Burke

was appointed in 2022. Simon Fraser was appointed in 2024. Rooney

Anand, Helen Beck and Penny James were appointed in 2025. John Hitchins

was appointed to the boards of St. James’s Place UK plc during 2022 and

St. James’s Place Wealth Management plc in 2024. Rooney Anand was

appointed to the board of St. James’s Place Wealth Management plc in

2025. Simon Fraser was appointed to the board of St. James’s Place Unit

Trust Group Limited in 2025. Emma Griffin stepped down as Chair to, and

a director of, the board of St. James’s Place Unit Trust Group Limited in 2023

and 2025 respectively. Dominic Burke stepped down from the Board on

31 January 2024. Emma Griffin and Lesley-Ann Nash stepped down from

the Board on 13 May 2025. Rosemary Hilary stepped down from the Board

on 31 December 2025.

7 The significant increase in (a) John Hitchins’ fee in 2022 was due to him

having not served a full year in 2021; and (b) Dominic Burke’s fee in 2023

was due to him having not served a full year in 2022. The significant

decrease in Dominic Burke’s fee in 2024 was due to him not serving

a full year in 2024, this further reduced to nil in 2025.

8 The increase in Emma Griffin’s and John Hitchins’ fees in 2024 takes account

of them serving as Chairs of the Group Remuneration Committee and Group

Audit Committee respectively and as members of the Group Nomination

and Governance Committee for a full year, having been appointed to the

roles part way through 2023. The increase in Lesley-Ann Nash’s fee in 2024

was in part due to her joining the Group Audit Committee during the year.

The increase to Simon Fraser's fee in 2025 was due to him is due to him

having not served a full year in 2024 and having been appointed as the

Senior Independent Director later in 2024. Fees for Directors serving on

Committees (including as Chair) and subsidiary boards were also higher

in 2024 than in 2023.

9 The decrease in Emma Griffin and Lesley-Ann Nash's fees in 2025 was

due to both not serving a full year in 2025.

102

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Other information

Governance

Remuneration

Report of the Group Remuneration Committee continued

Annual report on remuneration continued

2.1.10 Relative importance of spend on pay (unaudited)

The following table sets out the percentage change in profit, dividends and overall spend on

pay in the year ending 31 December 2025, compared to the year ending 31 December 2024.

2025 2024

Percentage

change £’Million £’Million

Executive Directors’ remuneration

4.5 5.7 (21.4)%

IFRS profit after tax

531.4 398.4 33.4%

European Embedded Value (EEV) operating profit after

exceptional items before tax

1,829.8 1,045.0 75.1%

Dividends 95.2 98.1 (2.9)%

Share buy-back programme 218.1 125.5 73.8%

Employee remuneration costs 346.9 317.8 9.2%

1 Calculated on the same basis as the single total figure of remuneration on page 88 for Executive Directors in office

as at 31 December 2025.

2 IFRS profit after tax has been presented to enable comparison between different companies, as it is a measure

defined by International Financial Reporting Standards. EEV operating profit after exceptional items before tax is

an alternative performance measure (for further details see the glossary of alternative performance measures

on pages 208 to 210), which has been presented as it is the financial performance measure upon which bonuses

are based. Further information about these measures is set out in the financial review on pages 26 to 32.

2.1.11 CEO pay ratio (unaudited)

Year Methodology

25th

percentile

pay ratio

Median pay

ratio

75th

percentile

pay ratio

2025 Option C 60:1 39:1 22:1

2024 Option C 73:1 53:1 36:1

2023 Option C 19:1 13:1 7:1

2022 Option C 75:1 54:1 30:1

2021 Option C 93:1 60:1 33:1

2021 Option A 87:1 56:1 31:1

2020 Option A 25:1 16:1 10:1

2019 Option A 45:1 28:1 17:1

CEO pay

25th

percentile

pay

50th

percentile

pay

75th

percentile

pay

£ £ £ £

Salary 895,804 34,547 49,506 76,517

Total pay 2,713,640 45,467 69,097 121,339

For 2025, we have continued to calculate the CEO pay ratio using Option C, as it allows us to

use our existing gender pay gap information supplemented with other pay data from our Group

companies. To calculate the ratio in accordance with the regulations we ranked all our UK

employees by their annualised full-time equivalent salary as at 31 December 2025. From this we

identified three employees at the 25th, 50th and 75th percentiles. We then calculated the total

remuneration figure for each of the three employees throughout 2025, in line with the same

reporting regulations that apply to our Executive Directors, which is then used to calculate the

ratio to the CEO’s remuneration. We believe the three identified employees are representative

of the 25th, 50th and 75th percentiles.

In comparison to three employees identified at the 25th, 50th and 75th percentiles, a larger

proportion of the CEO’s total remuneration was delivered through variable pay schemes.

In 2025, the CEO’s annual bonus outcome was strong, in line with his and the Company’s

performance. However, the pay ratios have reduced in 2025 as a result of the CEO not having

a Buyout award or LTIP vesting value included in the total pay amount for the year. Not

withstanding this, the median pay ratio is consistent with our pay, reward and progression

policies for employees which relate pay levels to performance and market benchmarks.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

103

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Financial statements

Other information

Governance

Remuneration

Report of the Group Remuneration Committee continued

Annual report on remuneration continued

2.2 Remuneration Committee (unaudited)

2.2.1 Role, activities and performance of the Committee

The Committee’s purpose is to determine, and oversee the implementation of the Company’s

remuneration framework, including Director’s Remuneration Policy (the Policy), ensuring

alignment with strategy and the long-term sustainable success of the business. It also ensures

the appropriateness of remuneration arrangements for Material Risk Takers (identified in

accordance with relevant PRA and FCA requirements), monitoring compliance with the Group’s

remuneration policies, as they apply to that population. The Committee also assesses wider

workforce remuneration and related policies, ensuring alignment of incentives and rewards

with culture and risk appetite. When determining the appropriateness of remuneration, the

Committee pays particular attention to wider workforce pay (including through Director pay

ratios, pay gap reporting, relative importance of spend and levels of salary increase), market

practice and overall competitiveness of packages compared with peers. Members of the

Committee maintain independent judgement and use discretion where appropriate when

authorising remuneration outcomes, taking into account the performance of the Company

and individuals.

During the latter part of 2025, the Committee considered a reconciliation of its activities during

the year against its terms of reference, which can be found at sjp.co.uk/corporate-governance.

The Committee met its responsibilities and acted in accordance with these terms of reference

throughout the year. The Committee’s key areas of activity are outlined in the table below.

Topic Summary of activity in 2025 Find out more

2025 Policy

implementation,

review and

shareholder

engagement

The Committee oversaw implementation of the 2025

Policy throughout the year, which operated as intended to

reflect Company performance and appropriate quantum

outcomes. In line with shareholder expectations, the

Committee undertook a thorough review of the 2025 Policy

to ensure it remains appropriate. The strategic rationale

for the proposed Policy, remuneration structures and

performance metrics can be found on pages 108 to 110

and 115 of this report. The Company’s top 20 shareholders

were consulted in respect of proposed revisions to the

Policy and elements to be retained. Engagement has

been positive and the Policy included at pages 111 to 120

is proposed for shareholder approval at the Company’s

2026 Annual General Meeting.

pages

90 to 95

and 108

to 120

Annual bonus

objectives and

new awards

The Committee considered and set the strategic

and individual performance objectives for 2026

and agreed the bonus outcomes from 2025.

pages

93 to 94

and 105

to 106

Topic Summary of activity in 2025 Find out more

LTIP performance

metrics, awards

and vesting

The Committee determined the grants and performance

conditions for LTIP awards to be made to Executive

Directors, senior management and Material Risk Takers.

page

106

Malus and

clawback

The Committee also considered whether there were any

circumstances which warranted the application of malus

or clawback provisions, or the exercise of discretion

permitted under plan rules. No malus and clawback

was instigated in the year.

Assessing risk

The Committee monitored alignment of the Group’s

remuneration policies with risk appetite and regulatory

requirements. The Group Chief Risk Officer provided the

Committee with risk opinions in the year to enable it to

ensure remuneration outcomes for 2025 were in line with

risk appetite. No risk adjustment was deemed necessary

in respect of 2025.

Financial

services sector

and regulation

The Group’s remuneration policies and practices are

designed to ensure ongoing compliance with applicable

regulatory requirements. During the year, the Committee

monitored adherence to these requirements and provided

oversight in respect of the methodology applied for

those in scope of its remit (including Material Risk Takers).

Regular regulatory and market development updates

were provided to the Committee in the year. In addition, it

monitored existing and emerging market trends, including

specific trends in the financial services sector, as well as

developments in shareholder expectations.

Remuneration

advisers

As outlined in the Committee Chair’s annual statement, on

page 85, a competitive tender process (led by the interim

Committee Chair, Simon Fraser) was undertaken in respect

of the Committee’s remuneration adviser. The tender

resulted in the appointment of Deloitte in November 2025

in place of Alvarez & Marsal. There are no circumstances

impacting Deloitte’s independence in respect of this

appointment.

page

Governance and

other matters

The Committee reviewed the Group’s Gender and Ethnicity

Pay Gap report, its own terms of reference (and agenda

coverage in the year) and the Chair’s fee.

104

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Remuneration

Report of the Group Remuneration Committee continued

Annual report on remuneration continued

2.2.2 Committee membership and attendance in 2025

This is set out on pages 64 and 84. No Director was present when their own remuneration was

considered or agreed.

2.2.3 Advisers to the Committee

The Committee carried out a formal tender process in 2025 and appointed Deloitte as advisers

to the Committee in November 2025. Deloitte are signatories to the Remuneration Consultants’

Code of Conduct, which requires their advice to be impartial, and they have confirmed their

compliance with the Code to the Committee. Since their appointment, Deloitte have provided

advice in relation to general remuneration matters, developments in the market and on

proposed changes to the Policy, as outlined on page 85 of the Committee Chair’s annual

statement. No conflicts of interest exist as a result of other services provided to the Company

and the Committee is satisfied that Deloitte have no connection with the Company or

individual Directors which might compromise their independence or objectivity. Prior to the

appointment of Deloitte, Alvarez & Marsal were the Committee's remuneration advisers during

the year. During this period, no conflicts of interest existed as a result of other services provided

to the Company and the Committee was satisfied that Alvarez & Marsal had no connection with

the Company or individual Directors which could have compromised their independence or

objectivity.

The total fees paid to Alvarez & Marsal for advice provided to the Committee during the year

(prior to the appointment of Deloitte) were £128,149.20. The total fees paid to Deloitte for advice

provided to the Committee during the year, since their appointment in November, were

£30,300.00. Fees are charged on a ‘time spent’ basis.

2.2.4 Voting at annual general meetings

The votes cast at the 2025 Annual General Meeting in respect of the resolution on the Directors’

Remuneration report is summarised below.

2025 Directors’

Remuneration

report vote

Percentage

of votes

cast

2025 Directors’

Remuneration

Policy vote

Percentage

of votes

cast

Votes for 422,150,695 99.27% 400,952,294 93.92%

Votes against 3,106,396 0.73% 25,936,462 6.08%

Total votes cast 425,257,091 426,888,756

Total votes withheld 3,412,686 1,779,591

2.3 Implementation of the Remuneration Policy in 2026 (unaudited)

2.3.1 2026 salaries

The base salaries of the Executive Directors were reviewed in 2025. The salaries as at 1 March

2025 and from 1 March 2026 are as shown below. These percentage increases are at the

average increase levels for other employees of the Company.

Executive Director

Salary from

March 2025

Salary from

March 2026

Percentage

increase £ £

Mark FitzPatrick 900,528 932,000 3.5%

Caroline Waddington 625,000 646,900 3.5%

2.3.2 Annual bonus for 2026

60% of the annual bonus will be determined by a scorecard of financial performance metrics

and 40% by strategic objectives. As detailed in the Committee Chair’s annual statement,

personal objectives will be removed from the non-financial metrics to reduce complexity and

provide transparency of reporting. Malus and clawback provisions apply to both the cash and

deferred elements of the bonus. The maximum bonus opportunities are 250% and 185% of base

salary for the CEO and CFO, respectively.

Financial metrics

The scorecard of financial performance metrics is intended to:

 provide a rounded and balanced view of financial performance;

 include targets that management can directly influence;

 include a target relating to future growth; and

 recognise current year profitability.

Metrics

Weighting (% of

maximum –

total 60%) Alignment with strategy

Underlying

cash result

12% Recognises annual cash profitability, which is an important

driver of dividends and future investment in the business.

Net inflows 24% Reflects both new business and client retention, and is

a driver of sustained profit growth.

Annual growth in

controllable expenses

12% Keeping cost growth below the rate of growth in revenues

is a key determinant of profit growth.

Cost and efficiency

programmes savings

12% This is to ensure that the savings under the programme

are delivered.

Annual bonus performance targets for the 2026 metrics set out here will be disclosed in the

Directors’ Remuneration report for 2026, as disclosing them in the report for 2025 could have

commercial disadvantages for the Company.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

105

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Financial statements

Other information

Governance

Remuneration

Report of the Group Remuneration Committee continued

Annual report on remuneration continued

Strategic objectives

For 2026, the Committee has set the Executive Directors’ strategic objectives which will

determine 40% of the annual bonus outcome. The strategic objectives align to the refreshed

strategic outcomes and KPIs underpinning our annual business plan. Each outcome is equally

weighted and is made up of objectives which will be scored against a set of defined stretching

KPI metrics to determine the outcome.

Whilst personal objectives are removed from the non-financial element of the annual bonus

performance objectives, personal objectives will still be set for both the CEO and CFO and,

based on performance, the Committee will have the discretion to adjust the strategic objective

outcomes. The individual performance objectives include a range of objectives which are

designed to support the achievement of certain strategic outcomes.

In order to strengthen the alignment to a strong risk and control culture, for 2026 a risk and

controls assessment, acting as an underpin to the non-financial element, is being introduced.

Executive Directors will only be able to achieve the full strategic objective outcome if risk and

controls are delivered at or above the expected target thresholds.

Strategic outcomes (scorecard weighting – % of base salary – total 40%)

Brilliant basics

 Transformation delivery

Differentiated client proposition

 Client satisfaction

Leading adviser offering

 Adviser advocacy

Performance focused organisation

 Culture index

2.3.3 Performance Share Plan awards for 2026

In 2026, subject to approval of the 2026 Directors’ Remuneration Policy at the 2026 AGM, the CEO

will receive a PSP award of 300% of salary (2025: 250%). The CFO will receive a PSP award of 225%

of salary (2025: 200%). These awards will be granted in May 2026, shortly after the 2026 Directors’

Remuneration Policy has been voted on at the 2026 AGM. In order to ensure there is no

unintended windfall for the Executive Directors, the share price which will be used to calculate

the number of shares granted for these awards will be the same as that used for the PSP

awards which are due to be granted in March for the other participants of this plan. The PSP

awards are subject to a relative TSR performance condition for one-third of the award;

annualised growth in EPS using Underlying cash result for one-third. As outlined in the

Committee Chair’s annual statement, the Company has decided that EEV is to be replaced

as a financial performance metric in the PSP awards by a net inflows metric for one-third of

the award. Stretching targets for these metrics are as follows:

Performance level hurdle

TSR relative to

FTSE 51 to 150

Annualised growth in EPS

using Underlying cash result

Net Inflows per FUM

Performance

required

Percentage

of one-third

of award

vesting

Performance

required

Percentage

of one-third

of award

vesting

Performance

required

Percentage

of one-third

of award

vesting

Below threshold Below

median

0% below 5% 0% below 4% 0%

Threshold Median 25% 5% 25% 4% 25%

Stretch or above Upper

quartile

or above

100% 12% and

above

100% 9% and

above

100%

1 FTSE 51 to 150, excluding investment trusts and companies in the FTSE oil, gas and mining sectors.

2 One-third of the award is based on annualised growth in EPS using Underlying cash result.

3 One-third of the award is based the total net inflows between 1 January 2026 and 31 December 2028 as

a percentage of the FUM as at 31 December 2025.

4 Straight-line vesting occurs between threshold and maximum vesting.

5 Awards are subject to a three-year performance period. Vested shares cannot normally be sold for a further

two years other than to the extent necessary to settle tax on vesting or exercise.

6 Malus and clawback provisions apply.

2.3.4 Shareholding requirement

The CEO is required to build and maintain a shareholding equivalent to 300% of salary in the

Company’s shares. For the other Executive Directors, the shareholding requirement is 200%

of salary.

106

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Financial statements

Other information

Governance

Remuneration

Report of the Group Remuneration Committee continued

Annual report on remuneration continued

2.3.5 Duration of contracts

The details of existing Executive Directors’ service contracts are summarised in the table below:

Executive Director

Date of service

agreement

Notice period from

Company

Notice period from

Executive Director

Mark FitzPatrick 1 October 2023 12 months 12 months

Caroline Waddington 16 September 2024 12 months 12 months

Executive Directors’ service contracts do not have fixed end dates. The Board of the Company

is proposing that each of the Executive Directors be elected or re-elected at the Company’s

forthcoming AGM.

2.3.6 Fees for the Board Chair and Non‑executive Directors for 2026

The fees for the Board Chair and Non-executive Directors for 2025 and 2026 are as set out

to the right. SJP aims to provide competitive recognition and reward for all employees that

reflects the nature of individual roles and enables us to attract and retain the best talent.

Similarly, providing adequate compensation to all Board members is essential if the Board

is to be able to recruit and retain high-calibre Directors and maintain effective succession

plans for all Board roles. The fees paid to Non-executive Directors are set in line with individual

responsibilities, which the Board believes will ensure that the fees paid better reflect their

differing responsibilities and time commitments and will also recognise the impact on specific

Committees and roles of increased complexity, workload, regulatory responsibilities and the

size of the Group.

As set out in the Committee Chair’s annual statement, an uplift to the Chair’s fee was agreed

for 2026. The Board (excluding Non-executive Directors) reviewed the Non-executive Director fee

rates and concluded that a modest increase of 2.5% should be applied to the base fee, which

is less than the average increase of 3.5% for employees effective in 2026. Limited changes have

also been made to other Non-executive Director fees.

Fees from

1 January to

31 December

2025

Fees from

1 January to

31 December

2026

Percentage

increase

from 2025£ £

Board Chair 413,000 475,000 15.0%

Base fee 79,000 81,000 2.5%

Committee Chair

(excluding Nomination and Governance Committee) 31,000 31,800 2.5%

Audit, Risk and Remuneration Committee member

(per Committee membership) 14,500 16,500 13.8%

Nomination and Governance Committee member 7,500 9,000 16.6%

Senior Independent Director 16,000 19,000 18.8%

Designated Non-executive Director for Workforce

Engagement 15,000 15,400 2.5%

This Remuneration Report was approved by the Board of Directors and signed on its behalf by:

Helen Beck

Chair of the Group Remuneration Committee

24 February 2026

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

107

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Governance

Remuneration

Report of the Group Remuneration Committee continued

Section 3 – 2026 Directors’

Remuneration Policy

Overview of the Policy

Our Remuneration Policy for shareholder approval is set out on pages 111 to 120.

As indicated in the 2025 Directors’ Remuneration Policy, during the year, the Committee

carried out a further comprehensive review of both our Group-wide remuneration strategy and

Directors’ Remuneration Policy (Policy). The review focused on ensuring continued alignment

with SJP’s corporate strategy and culture, both now and as we move into the ‘Amplify’ phase

of our strategic plan. For the Policy, we conducted a thorough assessment of each component

to provide a holistic view of its ongoing appropriateness. Additionally, we carried out a robust

market practice review, which included analysis of companies within the scope of our

employee-wide compensation dataset, and developed a refined benchmarking group which

considered both Executive Directors’ remuneration quantum and structures, and reflected pay

practices in other UK-listed financial services firms, our key market for executive talent. Having

received strong support for our 2025 Remuneration Policy, our overarching principle in this

review has been to retain as many of the key features of the current Policy as possible, whilst

proposing a small number of changes taking into account the factors detailed below and in

the Committee Chair’s annual statement. Pages 111 to 120 of the Directors’ Remuneration report

set out the new Policy, which is expected to apply for three years, and will be submitted for a

shareholder vote at the 2026 AGM. The Policy can be found at sjp.co.uk/corporate-governance.

Objectives of the Policy

The proposed new Policy is designed to meet the following objectives:

 To support the retention of Executive Directors with the experience and skills to deliver both

(i) the ‘Strengthen’ phase and as we move into our ‘Amplify’ phase of our strategic plan

(see page 15 for more details) and (ii) drive the performance of the Company.

 To provide variable pay for Executive Directors which is commensurate with the size and

scale of the organisation, as well as reflective of their role and responsibilities.

 To ensure remuneration is transparent and reflects the performance of the Group in the

relevant year and the longer term. Annual bonus and long-term incentive opportunities

are therefore linked to the achievement of demanding performance targets.

 To align pay with the strategic objectives and culture of the Company, with the interests

and expectations of our shareholders, and wider stakeholders, whilst giving due regard

to principles of best practice and relevant regulations.

Considerations when setting the Policy

The Committee’s purpose is to oversee the implementation of the Company’s remuneration

framework (including the Policy) and monitor wider workforce remuneration and related

scheme and policies. The Committee, on behalf of the Board, draws up and recommends the

Policy and determines the remuneration packages of the Executive Directors of the Company

and the Chair of the Board. In addition, the Committee determines the remuneration of the

senior management team (including the Chief Risk Officer) and any other employees classified

as Material Risk Takers or Identified Staff under relevant financial services regulations. The

Committee also oversees the remuneration policy and practice for the wider employee

population, including the operation of any share plans.

In setting the Policy for the Executive Directors, the Committee also takes into consideration a

number of factors:

 The Committee applies the principles set out in the UK Corporate Governance Code and

has regard for best practice guidance issued by the major UK institutional investor bodies,

the PRA and FCA (including the provisions of any applicable remuneration codes) and other

relevant organisations.

 The Committee has overall responsibility for the remuneration policies and structures for

employees of the Group as a whole and it reviews remuneration policy on a firm-wide basis.

When the Committee determines and reviews the Policy, it considers and compares it

against the pay, policy and employment conditions of the Group to ensure that there is

appropriate alignment.

 The Committee values the contribution provided by shareholders, and other stakeholders, in

helping to develop the Policy, and regularly consults with the Company’s major shareholders

to ensure their views are considered when setting the Policy. See more information in the

engagement with shareholders section on page 109.

 The Committee considers the external market in which the Group operates and uses

comparator remuneration data from time to time to inform its decisions. However, the

Committee recognises that such data should be used as a guide only. See more information

in the market positioning section on page 109.

The Committee’s view, having had due regard to the factors above, is that a substantial

proportion of total remuneration should be in the form of variable pay. This is achieved by

setting base pay and benefits around mid-market levels, with annual bonus and long-term

incentive opportunities linked to the achievement of demanding performance targets. The

Policy ensures alignment of the total remuneration paid to the Executive Directors with the

interests of shareholders and wider stakeholders.

Executive Directors are not involved in the determination of their personal remuneration.

Committee members are not permitted to vote on the implementation of the Non-executive

Director elements of the Policy that apply to them, in line with the procedures established by

the Board for the management of conflicts of interest (see page 65).

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Governance

Remuneration

Report of the Group Remuneration Committee continued

Overview of the Policy continued

For a summary of the proposed changes to the Policy, please refer to the at a glance section on

page 89.

Engagement with shareholders

The Committee engaged with, and sought the views of, its major investors and investor

representative bodies when developing the Policy. The Committee has consulted with the

Company’s top 20 shareholders (by holding percentage), proxy advisers and the Investment

Association, and are pleased that those who entered into dialogue were predominately

supportive. Key themes arising from this engagement have been:

 When would the Committee use Restricted Shares - We clarified that our intention is not to

award Restricted Shares during the lifetime of this Policy, but have opted to retain the feature

for flexibility.

 Tranche vesting – We received questions on the move to tranche vesting for the annual

bonus, which we substantiated with market data for peer businesses.

 Move away from the use of EEV EPS as a metric - Some shareholders queried the move

away from EEV as a metric in the LTIP. We clarified this reflects our approach to broader

corporate reporting and is not a pay-specific point.

 Targets to reflect increased quantum - Some shareholders advised that given the increase

in maximum opportunity for the Executive Directors, performance targets on the annual

bonus and LTIP should be appropriately stretching. This feedback has been taken into

account in calibrating targets for 2026 awards.

Market positioning

In determining the preferred approach to the 2026 Remuneration Policy, the Committee

also reflected on the current market positioning of the Executive Directors. It considered the

compensation approach in a select group of financial services companies, as well as across

the FTSE 31-100 more broadly. Recognising that the FTSE 31-100 includes a number of more

international businesses, it excluded from the market analysis those businesses who have

more geographically diverse revenue profiles.

The Committee reviewed the pay approach in the following select financial services peers to

guide our pay approach: Aberdeen Group, Admiral Group, Aviva, Beazley, Hiscox, Intermediate

Capital Group, Legal & General Group, M&G, Phoenix Group Holdings and Schroders. These

peers were chosen as businesses operating in similar markets to SJP, as well as reflecting the

businesses that we broadly compete with for talent. These financial services businesses were

ranked in the 31-105 in the FTSE, with SJP being positioned at around the median of this group

in terms of 12-month market capitalisation.

Below we set out the high-level outcomes from the market analysis completed. As shown,

the proposed increases in variable pay would move total compensation from below lower

quartile to broadly median of the financial services peer group for on-target and maximum

performance. The proposed pay levels would also be appropriate in the context of the

broader FTSE 31-100 market.

We also reflected on the relative performance of peer businesses as part of the market review.

Against these peer businesses, SJP delivered a market return at the top of the peer group,

further substantiating the Committee’s preference to offer remuneration opportunity to

our Executive Directors that is in line with the wider market.

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Report of the Group Remuneration Committee continued

Overview of the Policy continued

Chief Executive Officer

£’000

Target

Aberdeen

Admiral Group

5,000

2,000

3,000

4,000

1,000

SJP

Beazley

ICG

Schroders

Hiscox

M&G

Aviva

L&G

Phoenix Group

SJP - proposed

Aberdeen

Admiral Group

10,000

4,000

6,000

8,000

2,000

SJP

Beazley

ICG

Hiscox

Aviva

L&G

Phoenix Group

SJP - proposed

M&G

Schroders

Maximum

SJP – current

SJP – proposed

FTSE 31-100 LQ

FTSE 31-100 Median

Chief Financial Officer

£’000

Target

Aberdeen

Admiral Group

3,000

2,000

1,000

SJP

Beazley

ICG

Schroders

SJP - proposed

Hiscox

M&G

Aviva

L&G

Phoenix Group

Aberdeen

Admiral Group

5,000

2,000

3,000

4,000

1,000

SJP

Beazley

ICG

Schroders

Hiscox

M&G

Aviva

L&G

Phoenix Group

SJP - proposed

Maximum

SJP – current

SJP – proposed

FTSE 31-100 LQ

FTSE 31-100 Median

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Remuneration Policy for Executive Directors

The following table summarises each element of the Policy, explaining how each element operates and links to corporate strategy.

Element Purpose and link to strategy Operation including maximum opportunity Performance metrics

Base salary

To provide the core reward for the

role.

Sufficient level to recruit and retain

individuals of the necessary

calibre, taking into account the

required skills, experience,

demands and complexity of the

role.

Normally reviewed annually from 1 March, taking into account: role, experience and performance

of the individual; Company performance; external economic conditions; average changes in

broader workforce salary; and periodic benchmarking for each role against similar UK-listed

companies.

Percentage increases will normally be at, or below, the level of percentage increases for the

Company’s wider employee population. Increases may be higher in exceptional circumstances,

such as a change in role, a significant change in responsibility or role size and/or where salary is

substantially out of line with market norms.

Where new appointees have been given a starting salary below mid-market level, percentage

increases above those granted to the wider workforce may be awarded, subject to individual

performance and development in the role.

Whilst there are no performance targets

attached to the payment of base salary,

performance is considered as context

in the annual salary review.

Changes from previous Policy: No change from the previous approach.

Pension

Helps recruit and retain Executive

Directors.

Provides a discrete element of the

package to contribute to

retirement income.

Provides defined contributions to a pension scheme and/or an equivalent cash amount via

non-pensionable allowance.

The pension allowances for Executive Directors are aligned to those of the wider workforce,

which is currently an employer contribution of 10% of salary on joining, which increases with

service up to a maximum of 15%. The definition of wider workforce will be as determined by

the Remuneration Committee.

In response to changes in legislation or similar developments, the Company may amend the

form of an Executive Director’s pension arrangements.

N/A

Changes from previous Policy: No change from the previous approach.

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Element Purpose and link to strategy Operation including maximum opportunity Performance metrics

Other benefits

Operate competitive benefits to

help recruit, retain and support the

wellbeing of employees.

Including but not limited to:

 private medical insurance

 life cover

 critical illness

 death-in-service cover

 relocation assistance, such as accommodation allowance, where necessary

 use of a driver for business purposes.

Executive Directors are eligible to participate in any all-employee share plan (e.g. SIP and SAYE)

operated by the Company, on the same terms as other eligible employees. The maximum level

of participation is determined in accordance with the rules of the relevant plan.

Any reasonable business expenses (including tax thereon) may be reimbursed.

N/A

Changes from previous Policy: No change from the previous approach.

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Remuneration

Report of the Group Remuneration Committee continued

Element Purpose and link to strategy Operation including maximum opportunity Performance metrics

Annual bonus

Rewards the achievement of

annual financial and strategic

business plan targets and delivery

of key non-financial objectives.

Deferred element aids retention,

encourages long-term

shareholding, discourages

excessive risk-taking and aligns

with shareholders’, and other

key stakeholders’ interests.

Performance metrics reflect

the key performance drivers

of the annual business plan,

achievement of which will

indicate performance in line

with the Group’s strategy.

Maximum opportunity for the CEO is 250% of base salary and 200% of base salary for the CFO.

Performance below threshold results in zero payment. Payments are on a scale from 20% to 100%

of the maximum opportunity, for performance between threshold and maximum.

Normally, 50% of any bonus payable is paid in cash. The remaining 50% will usually be deferred

into SJP shares and will usually vest in annual equal tranches over three years, subject to

remaining in service but no further performance conditions.

Once the Committee has determined that an Executive Director has met their Director’s

minimum shareholding requirement, the Committee is able to set a lower bonus deferral

percentage. This lower deferral percentage, of no less than 25%, will ensure that the Committee

has sufficient ability to apply malus and clawback provisions, and regulatory deferral

requirements applying to total variable pay are met. For further information on the Company’s

malus and clawback policy, see further detail below.

Dividend equivalents will usually be paid in additional shares or cash when the deferred awards

vest.

All bonus payments are at the discretion of the Committee. The Committee has the discretion

to override formulaic bonus outcomes, where necessary, under both financial and non-financial

performance metrics, to take account of overall performance. The Committee also has the

discretion to grant and/or settle an award in cash in exceptional circumstances.

The Company’s malus and clawback policy applies as summarised below.

Performance is normally measured over

one year.

At least 60% of the bonus is based on

financial measures, reflecting the key

priorities of the business for the relevant

year.

Up to 40% of the annual bonus can be

based on the achievement of key

non-financial objectives. Performance

will be based on a strategic scorecard,

which may include (but not limited to):

 strategic objectives; and/or

 people objectives: and/or

 customer metrics; and/or

 risk, conduct and compliance

measures; and/or

 personal/individual objectives.

Actual measures and weightings may

change from year to year to reflect the

business priorities at that time.

Details of performance criteria and

targets set for the year under review and

performance against them are provided

in the annual report on remuneration.

Changes from previous Policy: Increase in the maximum opportunity for the CEO from 200% to 250% of base salary and introduce tranche vesting across the three-year deferral period.

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Element Purpose and link to strategy Operation including maximum opportunity Performance metrics

Long-term

incentives

Supports long-term retention.

Focuses the Executive Director

on longer-term corporate

performance and objectives.

Aligns interests to those of

shareholders.

Maximum annual award for the CEO is 300% of base salary and 250% of base salary for the CFO,

in Performance Shares.

Alternatively, in exceptional circumstances and subject to shareholder consultation, where

practical, up to 62.5% of base salary may be granted in Restricted Shares, with grants of

Performance Shares reducing to 175% of base salary for the CEO and 125% of base salary

for the CFO.

Performance Shares (and Restricted Shares if exceptionally granted) vest after three years

and are both subject to a two-year post-vesting holding requirement.

Dividend equivalents will usually accrue, in the form of additional shares or cash, on awards

made between the date of grant and the end of the two-year post-vesting holding period or,

if the award is in the form of nil-cost options, until the date of exercise. These dividend

equivalents will be released only to the extent that awards vest.

The Committee has the discretion to override formulaic vesting outcomes, where necessary,

to take account of overall performance. The Committee also has the discretion to grant and/or

settle an award in cash in exceptional circumstances.

The Company’s malus and clawback policy applies as summarised below.

Performance Shares: awards vest to the

extent of achievement of the

performance metrics. The Committee

maintains discretion to vary the metrics

and choose different measures and

weightings, if it deems appropriate, taking

into account the strategic objectives of

the Company. For each performance

metric a threshold and stretch level of

performance is set. At threshold, 25% of

the relevant element vests, rising on a

straight-line basis to 100% for stretch

performance.

Restricted Shares: The Committee

has the ability to cancel or scale back

vesting if there has been significant

underperformance over the vesting

period. The underpin assessment by the

Committee will be a rounded appraisal

of all aspects of performance including

financial and return performance such

as net inflows, profitability and TSR; client

acquisition, retention and satisfaction;

colleague engagement; risk management

and regulatory compliance; and

sustainability indicators.

Changes from previous Policy: Increase in the maximum opportunity for the CEO from 250% to 300% of base salary.

Minimum

shareholding

requirements

To ensure alignment of the

long-term interests of Executive

Directors and shareholders.

Executive Directors are required to build and maintain a minimum shareholding equivalent to

300% of base salary for the CEO and 200% of base salary for other Executive Directors, to be

achieved normally within five years of appointment. The operation of this guideline may be

varied in exceptional circumstances.

Until the threshold is reached, at least 50% of vested shares from the PSP and other share awards

(less tax liability) should normally be retained.

N/A

Changes from previous Policy: No change from the previous approach.

Remuneration Policy for Executive Directors continued

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Element Purpose and link to strategy Operation including maximum opportunity Performance metrics

Post-cessation

shareholding

requirements

To ensure continued alignment of

the long-term interests of

Executive Directors and

shareholders post cessation.

Executive Directors are required to maintain a shareholding equivalent to the in-employment

shareholding requirement calculated on the last day of appointment as a Director of the

Company, and expressed as a number of shares (or the actual share and award holding on

departure from the Board, if lower) for two years post-cessation. The operation of this guideline

may be varied in exceptional circumstances.

There are appropriate arrangements in place to ensure enforceability.

N/A

Changes from previous Policy: No change from the previous approach.

Performance Measures and approach to target setting

The performance metrics and targets that are set for the Executive Directors’ annual bonus and

PSP awards are carefully selected to align with the Company’s strategic and key performance

indicators.

For the annual bonus, financial and strategic metrics are reviewed and selected by the

Committee annually. The measures selected and weighting between them may vary annually

depending on the key priorities of the business for the year ahead. Robust and demanding

targets will be set annually taking into account the economic environment, market expectations

and the Company’s budget and business plan for the year ahead. Currently a set of financial

metrics, such as Underlying cash result, net inflows, controllable expense growth, and cost and

efficiency savings, are used to assess financial performance as these measures reflect a

number of key performance drivers including new business, retention of funds under

management and cost control. The remaining bonus is determined based on strategic

measures set annually on a balanced scorecard basis.

The Committee will take into consideration prior Group and individual performance when

assessing the value of the LTIP grant level for Executive Directors. Forward looking performance

is measured against a long-term scorecard of financial metrics. Financial metrics have

included relative TSR measure and EPS growth targets for the PSP for a number of years in line

with the Group’s strategy of delivering profitable growth and superior returns to its shareholders.

The Committee has recently replaced EEV EPS metric with a net inflows metric and will continue

to review the choice of performance measures and the appropriateness of targets prior to

each PSP award being made and will set robust and stretching measures for any alternative

measures used.

For the financial measures that are considered, stretching targets will be set annually taking

into account the economic environment, market expectations and the Company’s budget and

business plan at that time. For the comparative TSR measure, the Committee may, from time to

time, review the appropriateness of the TSR comparator group.

No performance targets are set for the SAYE and SIP awards as these form part of all-employee

arrangements designed to encourage employees across the Group to purchase shares in the

Company.

Malus and clawback

Malus and clawback provisions may be operated at the discretion of the Remuneration

Committee in respect of any cash and deferred share elements of the bonus and LTIP awards

(including both any Performance Share or Restricted Share elements).

Under malus, unvested share awards (including any LTIP awards subject to a post-vesting

holding period) can be reduced (down to zero if considered appropriate) or be made subject to

additional conditions. Clawback allows for repayment of bonuses previously paid and/or shares

previously received following vesting (and/ or exercise).

Malus/clawback can be operated up to four years following the start of the relevant bonus year

for bonuses, and up to six years from the relevant date of grant for LTIP awards. These periods

may be extended if there is an ongoing investigation. They have been chosen to reflect the risk

profile of the business and set in the context of typical market practice around recovery

periods.

The Committee has the discretion to apply malus and/or clawback in the event of the following

circumstances: misconduct; misbehaviour or making a material error; failure to meet appropriate

standards of fitness and propriety; severe reputational damage to the Group or any Member

of the Group and for which the Participant bears significant responsibility (whether by act or

omission); financial misstatement, error or miscalculation in determining a performance

outcome or award; material failure of risk management; or failure of risk management or

regulatory non-compliance, for which the Participant bears significant responsibility, resulting

in failure to ensure Client interests are prioritised or protected.

Remuneration Policy for Executive Directors continued

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Remuneration Policy for Executive Directors continued

Committee discretion

The Committee will operate the annual bonus plan, DBP, LTIP and all-employee share plans

according to the rules of each respective plan and consistent with normal market practice

and the UK Listing Rules, where relevant. The Committee will retain flexibility in a number of

areas regarding the operation and administration of these plans, including (but not limited to)

the following:

 who participates in the plans

 when to make awards and payments

 how to determine the size of an award, a payment, or when and how much of an award

should vest

 Share awards granted may be granted or settled (in whole or in part) in cash, although the

Committee would only do so where the particular circumstances made it appropriate to do

so – for example, where there is a regulatory restriction on the delivery of shares or in respect

of the tax liability arising in respect of an award

 how to deal with a change of control or restructuring of the Group

 in the case of stated good leaver reasons or otherwise, whether a Director is a good/bad

leaver for incentive plan purposes and whether and what proportion of awards vest at the

time of leaving or at the original vesting date(s) as relevant

 how and whether an award may be adjusted in certain circumstances (e.g. for a rights issue,

a corporate restructuring or for special dividends)

 whether any adjustment to the LTIP vesting outcome is required, taking account of any

windfall gain due to share price variation at the time of grant or other relevant factors.

The Committee also has the discretion within the Policy to adjust targets and/or set different

measures and alter weightings for the annual bonus plan and the LTIP if events happen that

cause it to determine that the original targets or conditions are no longer appropriate, and

the amendment is required so that the targets or conditions achieve their original purpose.

The Committee has the discretion to adjust the application of the minimum shareholding

requirements, in role or post-cessation, to take account of exceptional circumstances.

The Committee has an overriding discretion, notwithstanding any performance conditions,

to adjust vesting outcomes where it considers the application of formulaic performance

conditions to be inappropriate.

In the event of any use of exceptional discretion to override formulaic outcomes, the Committee

will make full and clear disclosure of any such adjustments within the Annual Report on

Remuneration for the relevant financial year.

Awards made prior to the effective date

For the avoidance of doubt, in approving the Policy, authority was given to the Company to

honour any commitments entered into with current or former Directors that have been

disclosed to shareholders in previous remuneration reports. This includes all historic awards

that were granted under any current or previous share plans operated by the Company but

remain outstanding (detailed in the Annual Report on Remuneration) and which will remain

eligible to vest based on their award terms. Awards made under the Performance Share Plan

in earlier years will continue to be based on the achievement of the metrics previously set for

those awards.

Approach to remuneration for recruitment and promotions

The Committee aims to set a new Executive Director’s remuneration package in line with the

Policy in place at the time of appointment. The Committee will take into account, in arriving at

a total package and in considering the quantum for each element of the package, the skills

and experience of the candidate, the market rate for a candidate of that experience, and the

importance of securing the best candidate. For new appointments, base salary and total

remuneration may be set initially below normal market rates on the basis that it may be

increased once satisfactory development and performance in role has been demonstrated.

Annual bonus and long-term incentive maximum award sizes will comply with the maximum

opportunity set out in the Policy table (not including any arrangements to replace foregone

remuneration – see below). Participation in the annual bonus plan will normally be pro-rated

for the year of joining and different performance measures may be set from those applying

to the other Directors, if it is appropriate to do so to reflect the individual’s responsibilities and

the point in the year at which they joined the Board. An LTIP award of Performance Shares or

a Restricted Share award can be made shortly following an appointment (assuming the

Company is not in a closed period). Where it is essential for the purposes of recruitment, such

as where a new external recruit has not had any bonus deferral in their previous role, bonus

deferral may be phased in over a short period. The standard approach will be for deferral to

apply as stated in the Policy table.

The Committee may, to the extent permitted by the UK Listing Rules and other regulatory

requirements to which the Group is subject, make additional cash and/or share-based awards

as it deems appropriate and, if the circumstances so demand, to take account of foregone

remuneration by an executive on leaving a previous employer. Awards would, where possible,

reflect the nature of awards forfeited in terms of delivery mechanism (cash or shares), time

horizons, attributed expected value and performance conditions. Other payments may be

made in relation to relocation expenses and other incidental expenses as appropriate.

The Committee retains discretion to include other elements of remuneration which are not

included in the provisions of the Policy set out above should business needs require. This may

include where an interim appointment is made to undertake an Executive Director role on a

short-term basis; or if exceptional circumstances require that the Chair of the Board or a

Non-Executive Director takes on an executive function on a short-term basis.

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Report of the Group Remuneration Committee continued

Remuneration Policy for Executive Directors continued

In the case of an internal appointment, any variable pay element awarded in respect of

the prior role would be allowed to pay out according to its terms and any other ongoing

remuneration obligations existing prior to appointment would continue.

For an overseas appointment, the Committee will have the discretion to offer benefits

and pension provisions which reflect local market practice and relevant legislation.

If appropriate and in exceptional circumstances the Committee may agree, on the recruitment

of a new Executive Director, a notice period of in excess of 12 months but reducing to 12 months

over a specified period.

Risk management

Risk is managed within the Policy through the Committee:

 Taking into consideration the recommendations contained in any applicable Remuneration

Codes and associated guidance which apply to the Group.

 Structuring the annual bonus plan to typically contain a mix of financial and strategic

performance metrics, where performance conditions are tailored to the business outlook

and strategy, including the management of risk within the business. The Committee also

retains the discretion to reduce the bonus and LTIP outturns where appropriate.

 Assessing the performance metrics from a risk perspective, with input from the Group Risk

Committee and Chief Risk Officer.

 Requiring deferral of 25% - 50% of annual bonus payments into the Company’s shares,

which are then deferred for up to three years.

 Requiring Executive Directors to retain shares acquired on vesting of LTIP awards granted

for a post-vesting holding period of two years on the shares vesting. During this period the

vested shares cannot normally be sold other than to the extent necessary to settle tax on

vesting or exercise.

 Ensuring that the majority of the incentive pay comes in the form of an LTIP subject to

stretching performance targets (and/or underpins) measured over multi-year performance

periods, with the performance period for subsequent awards overlapping the previous

award, together with an additional two-year holding period. This ensures that there is no

incentive to maximise performance over a particular period.

 Incorporating withholding (malus) and recovery (clawback) provisions into the Company’s

bonus and long-term incentive plans.

 Requiring Executive Directors to build and maintain a substantial shareholding in the

Company, and to retain a shareholding for two years post cessation.

Remuneration policy across the Group

The Policy is designed after having regard to the remuneration policy for employees across

the Group as a whole and the Committee aims, where appropriate, for there to be a consistent

approach applied. For instance, the suite of benefits in kind is generally consistent (other than

in relation to quantum) and all employees participate in annual bonus plans. All employees,

including Executive Directors, are offered the opportunity to participate in the Group’s

Sharesave Option Plan and Share Incentive Plan. Senior managers participate in the long-term

incentive plan.

In determining pay levels for the employees as a whole, the Group annually considers externally

provided benchmark levels for comparable jobs as well as individual development and

performance. The general level of increase resulting from this review informs the Committee’s

deliberations on appropriate pay levels for the Executive Directors, together with external data

specific to their roles which is used to ensure that the levels of remuneration are appropriate.

The Remuneration Policy for Executive Directors is more weighted towards variable pay than for

other employees to make a greater part of their pay conditional on the successful delivery of

the strategy, and in line with shareholder interests. In addition, a higher proportion of senior level

remuneration is deferred than is the case for the wider workforce.

The Committee Chair is also the Non-executive Director with responsibility for workforce

engagement and has conducted workforce engagement sessions with employees from a

cross-section of the business during the year. These sessions have enabled employees to be

consulted on a range of topics, which include, amongst other matters, the Directors’

Remuneration Policy and the Company’s approach to remuneration. Employees have the

opportunity to comment on reward, amongst other workplace matters, through employee

forums and surveys and the views of employees are considered by the People Function.

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Report of the Group Remuneration Committee continued

Remuneration Policy for Executive Directors continued

Remuneration scenarios for Executive Directors

The chart to the right shows how the proportion of each Executive Director’s remuneration

package varies at different levels of performance in accordance with the Policy to be

implemented in 2026 and using the assumptions set out below. A significant proportion

of remuneration is linked to performance, especially at stretch performance levels.

Assumptions

Threshold = fixed pay only (salary, benefits and pension).

Target = fixed pay plus payout of the annual bonus at midway between threshold and

maximum and 50% vesting of PSP awards.

Maximum = fixed pay plus 100% vesting of the annual bonus and PSP awards.

Maximum + 50% share price growth = maximum pay + the impact of an assumed 50% share

price growth on the PSP award.

Salaries used are those applying on 1 March 2026 and taxable benefits are those reported for

the year ending 31 December 2025.

Amounts have been rounded to the nearest £1,000. The assumptions noted for ‘on-target’ PSP

performance in the graph on the right are provided for illustration purposes only. Participation

in all employee plans, dividends payable on PSP awards over the vesting period or on deferred

share bonus awards are not included in the above scenarios.

CEO

100%

27%

17%

14%

36% 36%

38% 45%

31% 55%

£1,051,000

£3,847,000

£6,178,000

£7,576,000

Minimum

Target

Maximum

Maximum + 50%

share price growth

CFO

100%

34%

22%

18%

33% 33%

35% 43%

29% 53%

£729,000

£2,174,000

£3,381,000

£4,108,000

Minimum

Target

Maximum

Maximum + 50%

share price growth

Fixed pay

Annual bonus

LTIP

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Report of the Group Remuneration Committee continued

Remuneration Policy for Executive Directors continued

Service contracts and loss of office

The Company’s policy is that service contracts may be terminated with 12 months’ notice from

either the Company or from the Executive Director (except in certain exceptional recruitment

situations where a longer notice period from the Company may be set provided it reduces to

a maximum of 12 months within a specified time limit). Service contracts do not contain a fixed

end date.

Under their service contracts the Executive Directors are entitled to salary, pension contributions

and benefits for their notice period (except on termination for events such as gross misconduct

where payment will be for sums earned up to the date of termination only with no notice period).

The Company would seek to ensure that any payment is mitigated by the use of phased

payments and offset against earnings elsewhere in the event that an Executive Director finds

alternative employment during their notice period. There are no contractual provisions in force

other than those set out above that impact any termination payment.

In summary the position on cessation of employment is as follows:

Provision Detailed Terms

Notice Period

12 months by either party

Termination payment

Base salary plus benefits (including pension). An express obligation

on the Executive Director to mitigate their loss. Payments can be made

on a monthly basis, and reduced or ceased if an Executive Director is

able to secure alternative employment.

In addition any statutory amounts would be paid as necessary.

Remuneration

entitlements

on cessation

of appointment

A pro rata bonus may also become payable for the period of

active service along with the vesting of outstanding share awards

(in certain circumstances as described on the right).

The Committee may pay the earned bonus in respect of the Executive

Director’s year of departure and/ or year of notice in cash where

appropriate.

Change of control

As on termination and with remuneration entitlements as

described above.

Executive Directors are also subject to the Company’s post-cessation shareholding policy.

When considering the size of any proposed termination payment, the Committee would take

into account a number of factors including the health, length of service and performance of

the relevant Executive Director, including the duty to mitigate their own loss, with a broad aim

to avoid rewarding poor performance while dealing fairly with cases where the departure is

due to other reasons, for example illness or redundancy.

Any unvested awards held under the PSP and RSP will lapse at cessation of employment, unless

the individual is leaving for certain reasons (defined under the plan rules such as death, injury,

ill-health, disability, their office or employment being either a company which ceases to be a

Group member or relating to a business or part of a business which is transferred to a person

who is not a Group member, or any other reason the Committee so decides). In these

circumstances, unvested awards will normally vest at the normal vesting date (unless the

Committee decides they should vest at cessation of appointment) subject to performance

conditions (and/or underpins) being met and normally subject to scaling back in respect of

actual service as a proportion of the total performance period (unless the Committee decides

that scaling back is inappropriate). The same approach applies on a change of control. Awards

are typically released at the end of the applicable holding period unless the Committee

decides to release the shares earlier.

Any unvested awards held under the Deferred Bonus Plan will lapse at cessation of employment

unless the individual is leaving for certain reasons (defined under the plan rules such as death,

injury, ill-health, disability, their office or employment being either a company which ceases to

be a Group member or relating to a business or part of a business which is transferred to a

person who is not a Group member, or any other reason the Committee so decides). In these

circumstances the Committee may determine whether unvested awards will vest at the normal

vesting date or at cessation of employment.

The Committee may agree to the payment of disbursements such as legal costs and

outplacement services if appropriate and depending on the circumstances of the leaving

Executive Director.

In appropriate circumstances, the Committee may agree that certain benefits (such as

medical insurance) may be continued for a reasonable period following termination of

employment.

The Committee may pay any legal entitlements or settle or compromise claims in connection

with a termination of employment, where considered in the best interests of the Company.

External appointments

Executive Directors are permitted to be appointed to an external board or committee so long as

this is unlikely to interfere with the business of the Group. Any fees received in respect of external

appointments are retained by the relevant Executive Director.

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Governance

Remuneration

Report of the Group Remuneration Committee continued

Remuneration policy for the Chair of the Board and Non‑executive Directors

Element Purpose and link to strategy Operation including maximum opportunity Performance metrics

Non-executive

Directors’ fees

To attract high-quality, experienced

Non-executive Directors.

The Chair of the Board is paid an all-inclusive annual fee which is reviewed periodically by

the Committee.

All Non-executive Directors receive a basic annual fee for carrying out their duties, together

with additional fees in respect of Board Committee chairship and, where appropriate,

membership and other responsibilities, with fee levels reviewed periodically by the Board.

They may also be paid additional fees in the event of exceptional levels of additional time

being required. Non-executive Directors who are also members of subsidiary boards of the

Company may receive fees in respect of their duties on the subsidiary boards. Fees may be

paid in cash or St. James’s Place plc shares, or a combination of both.

Any reasonable business expenses (including tax thereon if applicable) may be reimbursed.

There is no prescribed maximum individual fee level or annual increase. The policy is to take

account of market data for similar non-executive roles in other companies of a similar size,

complexity and/or business to SJP as well as the time commitment of chairs and Non-

executive Directors.

Neither the Chair nor the Non-executive

Directors are eligible for any

performance-related remuneration.

Changes from previous Policy: Introduction of the possibility of paying Non-executive Directors’ fees in shares.

For the appointment of a new Chair or Non-executive Director, the fee arrangement would be

set in accordance with the approved Policy at that time.

Non‑executive Directors’ letters of appointment

The Non-executive Directors (including the Chair of the Board) do not have service contracts

and do not participate in any of the Group’s pension or incentive arrangements. The Non-

executive Directors (excluding the Chair of the Board) do not have any benefits in kind

arrangements. The appointment of each Non-executive Director can be terminated by giving

three months’ notice (subject to annual re-appointment at the AGM). Any period of service

longer than six years is subject to particularly rigorous review by the Group Nomination and

Governance Committee of the Board. The Non-executive Directors’ letters of appointment do

not provide for any payment on termination except for accrued fees and expenses to the date

of termination.

The terms and conditions of Executive Directors’ service contracts and the letters of

appointment of the Non-executive Directors are available for inspection at the Company’s

registered office during normal business hours and at the AGM, the details of which can be

found in the Directors’ report in the Company’s Annual Report and Accounts.

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Financial statements

Other information

Governance

Directors’ report

The Directors present their report together with the audited consolidated financial statements

of the Group for the year ended 31 December 2025. The Company is registered as a public limited

company under the Companies Act 2006 and is listed on the London Stock Exchange. For details

of the Company’s subsidiaries and overseas branches, please see Note 26 on page 189.

This report has been prepared in accordance with applicable legal and regulatory requirements,

in particular those outlined within The Large and Medium-sized Companies and Groups (Accounts

and Reports) Regulations 2008; and, together with the strategic report, forms the management

report as required under the UK Financial Conduct Authority’s (FCA) Disclosure Guidance

and Transparency (DTRs) Rule DTR4.1.5 R(2). Certain information that fulfils the requirements

of the Directors’ report can be found elsewhere in this document and is referred to below.

This information is incorporated into the Directors’ report by reference.

Information disclosed in accordance with the requirements of the sections of the FCA’s UKLR6.6.1

R(Annual Financial Report) and DTR7 (Corporate Governance) that is applicable can be located

as follows:

Disclosure Location

 Contracts of significance

 Waiver of emoluments by a Director

 Waiver of future emoluments by a Director

 Employment of disabled persons

 Major shareholders’ interests

 Authority to purchase own shares

This Directors’ report

Board diversity targets Corporate governance report

Details of long-term incentive schemes Directors’ remuneration report

Statement of interest capitalised Financial statements Note 19 on page 170

Shareholder waivers of dividends Financial statements Note 23 on page 183

Shareholder waivers of future dividends Financial statements Note 23 on page 183

Directors’ interests (including their connected

persons) in the Company’s shares

Directors’ remuneration report

Internal controls Report of the Group Audit Committee

Climate-related financial disclosures

consistent with the Task Force on Climate-

related Financial Disclosures (TCFD)

Our Responsible Business section and

Climate report 2025 located on our corporate

website at sjp.co.uk/shareholders/esg-

reporting-hub/responsible-business

As permitted by legislation, some of the matters required to be included in the Directors’

report have instead been included elsewhere in this Annual Report and Accounts:

 future business developments can be found throughout the Strategic Report

 risk management (see pages 33 to 38 of the Strategic Report)

 details of branches operated by the Company (see Note 26 on page 189)

 the Group’s impact on the environment, including disclosures required regarding the Group’s

greenhouse gas emissions, energy consumption and energy efficiency action (see pages 41

to 46 of the Strategic Report)

Share capital

Company’s issued share capital

As at 31 December 2025, the Company’s issued and fully paid-up share capital was 527,112,135

ordinary shares of 15 pence each. All ordinary shares are quoted on the London Stock Exchange

and can be held in uncertificated form via CREST. All shares have equal rights to dividends and

to participate in a distribution on winding up. Details of the rights and obligations attaching to

the Company’s ordinary shares are included in the Company’s Articles of Association (Articles),

which are available on the Company’s website at sjp.co.uk. Holders of ordinary shares are

entitled to: receive the Company’s Reports and Accounts; attend, speak and exercise voting

rights; and appoint proxies to attend General Meetings. Details of the issued and fully paid-up

share capital as at 31 December 2025 and movement in the issued share capital during the

year are provided in Note 23 on page 183.

Voting rights

At any General Meeting, on a show of hands, each member who is present in person has one

vote and every proxy present who has been duly appointed by a member entitled to vote on

a resolution has one vote. On a poll, every member who is present in person or by proxy shall

have one vote for every share of which they are the holder.

Shares held by the Company’s Employee Share Trust and Share Incentive Plan Trust rank

pari passu with the shares in issue and have no special rights. Voting rights and rights of

acceptance of any offer relating to the shares held in the Employee Share Trust rests with the

trustees, who may take account of any recommendation from the Company. The trustees of the

Share Incentive Plan Trust may vote in respect of shares held in the Trust, but only as instructed

by participants in the Share Incentive Plan in respect of their Partnership, dividend and/or

matching shares. The trustees will not otherwise vote in respect of shares held in the Share

Incentive Plan Trust.

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Governance

Directors’ report continued

Restrictions on voting rights

If any shareholder has been sent a notice by the Company under section 793 of the Companies

Act 2006 and has failed to supply the relevant information within a period of 14 days, then the

shareholder may not (for so long as the default continues) be entitled to attend or vote either

personally or by proxy at a shareholders’ meeting, or to exercise any other right conferred by

membership in relation to shareholders’ meetings.

If those default shares represent at least 0.25% of their class, any dividend payable in respect

of the shares will be withheld by the Company and (subject to certain limited exceptions) no

transfer, other than an excepted transfer, of any shares held by the member in certificated

form will be registered.

Restrictions on share transfers

Restrictions on share transfers are set out in the Company’s Articles. Restrictions include

transfers made in favour of more than four joint holders and transfers held in certificated form.

Directors may decline to recognise a transfer unless it is in respect of only one class of share

and lodged and duly stamped by HMRC. The Directors may also refuse to register any transfer

of shares held in certificated form which are not fully paid. Directors may also choose to decline

requests for share transfers from a US Person (as defined under Regulation S of the United

States Securities Act 1933) that would cause the aggregate number of beneficial owners of

issued shares who are US Persons to exceed 70. The registration of transfers may be suspended

at such times and for such periods (not exceeding 30 days in any year) as the Directors may

from time to time determine in respect of any class of shares.

The Company is not aware of any agreements between shareholders that restrict the transfer

of shares or voting rights attached to the shares.

Authority to purchase own shares

At the 2025 Annual General Meeting (AGM), shareholders granted authority for the Company

to purchase up to 54,387,019 of its own shares. Details of how the authority was exercised, and

the number of shares purchased, can be found under ‘Results and dividends’ in this Directors’

report. The authority will expire at the 2026 AGM. A resolution to renew this authority will be

proposed in the 2026 AGM Notice of Meeting.

Authority to allot shares

In accordance with section 551 of the Companies Act 2006, the Board is authorised to allot

ordinary shares in the Company, with an aggregate nominal value of £27,193,509, which

equates to approximately 33% of the total issued ordinary share capital as at 10 March 2025.

The authority will expire at the 2026 AGM and a resolution to renew this authority will be

proposed in the 2026 AGM Notice of Meeting.

Substantial shareholders

Information provided to the Company by substantial shareholders pursuant to the FCA’s DTRs

is published via a Regulatory Information Service and is available on the Company’s website.

As at 31 December 2025 and the date of this report, the Company had been notified of the

following interests in accordance with Chapter 5 of the DTRs:

% of voting

rights as at

31 December

2025

BlackRock, Inc. 6.10%

BLS Capital 5.28%

Norges Bank 4.16%

Since 31 December 2025, the Company received a notification on 13 January 2026 that BLS

Capital reduced its shareholding to 4.89% of the Company’s issued share capital (ISC). BLS

Capital sent a further notification on the 29 January 2026 that it had reduced its shareholding

to 3.79% of the Company’s ISC. A further notification followed from BLS Capital on the 13 February

2026 that its shareholding had increased to 4.24% of the Company’s ISC. No other notifications

have been received between 31 December 2025 and 24 February 2026.

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Governance

Results and dividends

The financial review on pages 26 to 32 sets out the consolidated results for the year.

An interim dividend of 6.00 pence per share, which equates to £31.9 million, was paid on

19 September 2025 in respect of the year ended 31 December 2025 (2024: 6.00 pence per

share/£32.8 million). The Directors recommend that shareholders approve a final dividend of

12.00 pence per share, which equates to £63.3 million (2024: 12.00 pence per share/£64.4 million),

in respect of the year ended 31 December 2025, to be paid on 8 May 2026 to shareholders on

the register at close of business on 27 March 2026. Details of the Dividend Reinvestment Plan

(DRIP) are set out on page 201.

The Articles provide Directors authority to allot unissued shares up to pre-determined levels set

and approved by shareholders in general meetings. Under the authority granted by shareholders

at the 2024 AGM, and in line with the Company’s revised approach to shareholder distributions,

on 28 February 2025 the Company announced to the market that it was commencing a

share buy-back programme with respect to 2024 subject to a maximum consideration of

£92.6 million, in order to reduce the capital of the Company. The Company purchased 9,516,886

ordinary shares (representing 1.8% of called up share capital) on the London Stock Exchange

(LSE) in aggregate at a volume weighted average price of 973.0073p per ordinary share for

a total consideration of approximately £92.6 million. The Company cancelled all purchased

shares. The programme concluded on 19 May 2025.

The authority granted to the Directors for the purchase by the Company of its own shares

was re-approved by shareholders at the 2025 AGM. Under this authority, the Company carried

out an interim buy-back programme in respect of 2025. This commenced on 11 August 2025

and concluded on 7 October 2025, and the Company purchased 7,522,665 ordinary shares

(representing 1.4% of called up share capital) on the LSE in aggregate at a volume weighted

average price of 1269.3153p per ordinary share for a total consideration of £95.5 million.

The Company cancelled all purchased shares. The Directors will propose the renewal of

this authority at the 2026 AGM.

Under the authority granted by shareholders at the 2025 AGM, the Directors have resolved to

undertake a final share buy-back programme with respect to 2025, committing to purchase

shares up to a maximum value of £103.9 million. An additional share buy-back programme,

to return capital to shareholders following a release of the Ongoing Service Evidence provision,

will be undertaken, committing to purchase shares up to a maximum value of £18.7 million.

This share buy-back programme will commence in March 2026. Together, this will bring the

total share buy-back in respect to 2025 to a maximum value of £218.1 million.

Our people

Details of the Company and Board’s approach to employee engagement can be found in the

stakeholder engagement section of our Strategic Report on pages 20 to 22. This engagement,

including through insights provided by the designated workforce engagement Non-executive

Director, ensures that the Board is able to take account of the interests of employees in

its discussions and decision making. During 2025, this engagement and updates from

management on employee related matters have contributed to Board considerations

regarding embedding the Group’s new operating model, and have supported the Board

in the discharge of its culture oversight responsibility.

During the year, information about the Group’s performance and market trends impacting

the business was shared with employees through an all-employee intranet site and townhall

meetings. Employees were invited to participate in the Group’s Share Save and Share Incentive

Plans, advertised via the same all-employee intranet site.

Employment of disabled persons

We give full and fair consideration to applications for employment by disabled persons,

assessing their individual aptitudes and abilities. If an employee becomes disabled, we aim to

continue their employment and provide reasonable adjustments, tailored training and support

as appropriate. All disabled employees have equal access to training, career development,

and promotion opportunities; with support through accessible learning content and ongoing

feedback-driven improvements. Further details of the Company’s approach to Diversity, Equity

and Inclusion, and the Company’s approach to maintaining an appropriately skilled and

diverse workforce, including recruitment practices, can be found on pages 47 to 48 of this

Annual Report.

Fostering stakeholder relationships

Engagement with the Group’s key stakeholders, including clients, suppliers and others, is

outlined in the stakeholder engagement section of our Strategic Report on pages 20 to 22.

The Board’s engagement and how Directors have had regard for the need to foster business

relationships with relevant stakeholders can also be found in the section referred to above.

The Group’s primary point of direct engagement with stakeholders is through management,

where regular dialogue is facilitated. Management reporting on such engagement enables

the Board to maintain a clear view of business relationships with these stakeholders and has

provided important context in its deliberations and decision-making. Further details are set

out in the Company’s section 172(1) statement on page 22, with additional insights provided

in the Corporate Governance Report on page 60.

Directors’ report continued

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Governance

Significant contracts and change of control

The Company has a number of contractual arrangements which it considers essential to

the business of the Company. Specifically, these are committed loan facilities from a number

of banks, arrangements with fund managers and contracts with third-party providers of

administrative services.

A change of control of the Company may cause some agreements to which the Company is a

party to alter or terminate. These include bank facility agreements, securitisation arrangements

and employee share plans.

The Group had committed facilities totalling £471 million as at 20 February 2026 (the last

practical date to report) that contain clauses which require lender consent for any change

of control. In addition, the Group guarantees the obligations of loans made to Partners in

connection with facilities agreed with various lenders totalling £362 million in aggregate.

Should consent not be given, a change of control would trigger mandatory repayment of

the said facilities.

The Group also had committed securitisation facilities totalling £400 million which contain

clauses which require lender consent for any change of control. Should such consent not be

given, a change of control would trigger early amortisation of the facilities.

All the Company’s employee share plans contain provisions relating to a change of control.

Outstanding awards and options may vest and become exercisable on a change of control,

subject where appropriate to the satisfaction of any performance conditions at that time and

pro-rating of awards.

Payment practices and performance in respect to suppliers

The following information is provided under the Companies (Directors’ Report) (Payment

Reporting) Regulations 2025.

The payment period specified in the Company’s standard payment terms in its qualifying

contracts between it and its suppliers is 30 calendar days. The Company did not vary the standard

payment terms in its qualifying contracts between it and its suppliers in the financial year.

The average days taken to make payments in the reporting period was 17 days. The percentage

of payments made within 30 days was 91.6% (totalling £404.96m). The percentage of payments

made between 31 and 60 days was 7.0% (totalling £108.07m) and the percentage of payments

made on or after day 61 was 1.4% (totalling £16.57m). Regarding the payments which fell due

within the financial year 1 January to 31 December 2025, the total percentage of payments not

made within the payment period was 8.4%. The sum total of these payments was £124.64m.

Financial instruments

An indication of the Group’s use of financial instruments, and financial risk management

policies, can be found in Note 20 on pages 171 to 181.

Going concern

In conjunction with its assessment of longer-term viability as set out on page 38, the Board

concluded that it remained appropriate to adopt the going concern basis of accounting in

preparing the consolidated financial statements as it believes the Group will continue to be in

business, with neither the intention nor the necessity of liquidation, ceasing trading or seeking

protection from creditors pursuant to laws or regulations, for a period of at least 12 months from

the date of approval of the consolidated financial statements.

Board membership and appointments

Details of the Directors of the Company who were in office during the year and up to the date

of the signing of the financial statements can be found in the Corporate Governance report

on pages 55 to 58. During 2025, and up to the date of this report, the following changes in

Board membership occurred:

 Emma Griffin and Lesley-Ann Nash resigned as Directors with effect from 13 May 2025

and Rosemary Hilary retired from the Board with effect from 31 December 2025.

 Helen Beck and Penny James were appointed as Directors with effect from 1 July 2025.

Rules relating to the appointment and replacement of Directors are contained within the

Company’s Articles. A summary of the appointment process and rules relating to the election

and re-election of Directors at the Company’s AGM can be found on page 65 of the Corporate

Governance Report. The service agreements of current Executive Directors and the letters of

appointment of the Non-Executive Directors are available for inspection at the Company’s

registered office.

Directors’ indemnities

Details of the indemnity provisions in place for the Directors, including qualifying third-party

indemnity provisions, can be found on page 65.

Directors’ report continued

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Strategic report

Financial statements

Other information

Governance

Directors’ powers

The powers of the Directors are determined by the Companies Act 2006, the provisions of

the Articles and by any valid directions given by shareholders by way of special resolution.

Waiver of emoluments by a Director

During 2025, and up to the date of this Annual Report and Accounts, no Director has waived

emoluments, including future emoluments.

Directors’ remuneration and interests

A report on Directors’ Remuneration is presented within the Directors’ Remuneration Report on

pages 88 to 107. This includes details of the interests of the Directors, and any persons closely

associated with them, in the issued share capital of the Company.

Political and charitable donations

It is the Group’s policy not to make any donations to political parties within the definitions set

out in the Political Parties, Elections and Referendums Act 2000 and sections 362 to 379 of the

Companies Act 2006. During the year no political donations were made. During the year we

have donated £3.6 million to the St. James’s Place Charitable Foundation, more details of which

can be found on page 40.

Annual General Meeting

The Company plans to hold its Annual General Meeting on Thursday 30 April 2026. Full details

of the meeting, including location, time and the resolutions to be put to shareholders at the

meeting, are included in a separate Notice of Annual General Meeting, which will be available

on our website at sjp.co.uk/shareholders/shareholder-information/shareholder-meetings.

Articles of Association

The Company’s Articles of Association were last adopted by special resolution on 13 May 2025.

Any amendments to the Articles may be made in accordance with the provisions of the

Companies Act 2006, by way of a special resolution at a general meeting of shareholders.

Important events since the financial year‑end

There have been no important events affecting the Group since 31 December 2025 to disclose.

Disclosure of information to auditors

Each of the Directors, at the date of approval of the financial statements, confirm that:

  so far as each Director is aware, there is no relevant audit information of which the auditors

are unaware

  each Director has taken all steps that he or she ought to have taken as a Director to make

himself or herself aware of any relevant audit information and to establish that the

Company’s auditors are aware of such information.

This confirmation is given and should be interpreted in accordance with the provisions of

section 418 of the Companies Act 2006.

On behalf of the Board:

Mark FitzPatrick

Chief Executive Officer

24 February 2026

Directors’ report continued

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Other information

Governance

The Directors (as listed on pages 56 to 58 of this report) are responsible for preparing

the Annual Report and Accounts 2025 in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year.

Under that law the Directors have prepared the Group financial statements in accordance with

UK-adopted international accounting standards and the Parent Company financial statements

in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom

Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law).

Under company law, Directors must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of affairs of the Group and Parent

Company and of the profit or loss of the Group for that period. In preparing the financial

statements, the Directors are required to:

 select suitable accounting policies and then apply them consistently

 state whether applicable UK-adopted international accounting standards have been

followed for the Group financial statements and United Kingdom Accounting Standards,

comprising FRS 101, have been followed for the Parent Company financial statements; subject

to any material departures disclosed and explained in the financial statements

 make judgements and accounting estimates that are reasonable and prudent

 prepare the financial statements on the going concern basis unless it is inappropriate to

presume that the Group and Parent Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Parent Company

and hence for taking reasonable steps for the prevention and detection of fraud and other

irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient

to show and explain the Group’s and Parent Company’s transactions and disclose with

reasonable accuracy at any time the financial position of the Group and Parent Company and

enable them to ensure that the financial statements and the Directors’ remuneration report

comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Parent Company’s

website. Legislation in the United Kingdom governing the preparation and dissemination

of financial statements may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and Accounts 2025, taken as a whole, is fair,

balanced and understandable and provides the information necessary for shareholders

to assess the Group’s and Parent Company’s position and performance, business model

and strategy.

Each of the Directors, whose names and functions are listed in the Board of Directors section

on pages 56 to 58, confirms that, to the best of their knowledge:

 the Group financial statements, which have been prepared in accordance with UK-adopted

international accounting standards, give a true and fair view of the assets, liabilities,

financial position and profit of the Group

 the Parent Company financial statements, which have been prepared in accordance with

United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the

assets, liabilities and financial position of the Parent Company

 the strategic report and this management report includes a fair review of the development

and performance of the business and the position of the Group and Parent Company,

together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors’ report is approved:

 so far as the Director is aware, there is no relevant audit information of which the Group’s

and Parent Company’s auditors are unaware

 they have taken all the steps that they ought to have taken as a Director in order to make

themselves aware of any relevant audit information and to establish that the Group’s and

Parent Company’s auditors are aware of that information.

Jonathan Dale

Company Secretary

24 February 2026

Statement of Directors’ responsibilities

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Governance

Financial statements

Independent Auditors’ Report to the

Members of St. James’s Place plc 128

Consolidated financial statements

prepared under International

Financial Reporting Standards as

adopted by the United Kingdom 135

Consolidated statement

of comprehensive income 135

Consolidated statement

of changes in equity 136

Consolidated statement

of financial position 137

Consolidated statement of cash flows 138

Notes to the consolidated financial

statements under International

Financial Reporting Standards 139

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127

Strategic report

Governance

Other information

Financial statements

Report on the audit of the financial statements

Opinion

In our opinion:

  St. James’s Place plc’s consolidated financial statements and Parent Company financial

statements (the “financial statements”) give a true and fair view of the state of the group’s

and of the Parent Company’s affairs as at 31 December 2025 and of the group’s profit and

the group’s cash flows for the year then ended;

  the consolidated financial statements have been properly prepared in accordance with

UK-adopted international accounting standards as applied in accordance with the provisions

of the Companies Act 2006;

  the Parent Company financial statements have been properly prepared in accordance

with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting

Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

  the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts

2025 (the “Annual Report”), which comprise:

 the Consolidated statement of financial position as at 31 December 2025;

 the Parent Company statement of financial position as at 31 December 2025;

 the Consolidated statement of comprehensive income for the year then ended;

 the Consolidated statement of cash flows for the year then ended;

 the Consolidated statement of changes in equity for the year then ended;

 the Parent Company statement of changes in equity for the year then ended; and

 the notes to the financial statements, comprising material accounting policy information

and other explanatory information.

Our opinion is consistent with our reporting to the Group Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK)

(“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described

in the Auditors’ responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that

are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical

Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the

FRC’s Ethical Standard were not provided.

Other than those disclosed in Note 5, we have provided no non-audit services to the company

or its controlled undertakings in the period under audit.

Our audit approach

Overview

Audit scope

 The consolidated financial statements comprise the consolidation of approximately

75 components, each of which represents an individual legal entity within the Group

or consolidation adjustments.

 We assessed each component and considered the contribution it made to the Group’s

performance in the year, whether it displayed any significant risk characteristics and/or

whether it contributed a significant amount to any individual financial statement line item.

 The above assessment resulted in us identifying seven components significant by risk

or size that required full scope audit procedures for the purpose of the audit of the

consolidated financial statements.

 Six components that are significant by risk or size are based in the UK. The other significant

component by risk or size is based in the Republic of Ireland. We also performed audit of

specific balances in four components with large individual balances.

 We performed a full scope audit of all material line items in the Parent Company financial

statements.

Key audit matters

 Provision for redress in respect of ongoing service evidence (group).

 Valuation of level 3 investments, being investment properties and equities and fixed income

securities (group).

 Recoverability of Parent Company’s investment in subsidiaries (parent).

Materiality

 Overall group materiality: £23,250,000 (2024: £22,500,000) based on 5% of underlying

cash result.

 Specific Group overall materiality: £1,081,000,000 (2024: £931,000,000) based on 0.5%

of Assets held to cover linked liabilities applies to assets held to cover linked liabilities,

investment contract liabilities and associated income statement line items.

 Overall Parent Company materiality: £22,087,500 (2024: £20,250,000) based on 1% of total

assets (limited to 95% of group materiality).

 Performance materiality: £17,437,500 (2024: £16,875,000) (group) and £16,565,625

(2024: £15,187,500) (Parent Company).

 Specific performance materiality: £810,750,000 (2024: £698,250,000) applied to assets held

to cover linked liabilities, investment contract liabilities and associated income statement

line items.

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The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the

most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy;

the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were

addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Valuation of the Operational Readiness prepayment in respect of the development of an administration platform at an outsourced provider, which was a key audit matter last year, is no longer

included because of the Operational Readiness prepayment no longer having additional costs added, being subject to ongoing amortisation and there being no impairment indicators in the

current year. Otherwise, the key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Provision for redress in respect of ongoing service evidence (Group)

As disclosed in the Group Audit Committee Report (Page 71) and Note 18 (page 168) to the Financial

Statements the Group holds an Ongoing Service Evidence provision related to the ongoing review

of a sub-population of clients that has been charged for ongoing advice services since the start

of 2018 but where the evidence of delivery of the ongoing advice service falls below an acceptable

standard.

As at 31 December 2025 the total provision in respect of the review was £272.3m (2024: £425.1m)

which represents the estimated refund of charges, interest and the administration costs associated

with completing the exercise. The estimation of the provision involves significant judgement and

subjectivity in relation to key assumptions.

Management has estimated the provision based on a sample of case record reviews undertaken

over a representative cohort of clients with the results from the sample applied to the wider

population.

Significant assumptions include:

 extrapolation from a representative cohort – that the assessment, of a representative cohort

of client records, can be extrapolated to the wider review population;

 opt-in response rate – the response rate by clients to an invitation to join the review, taking into

account internal and industry experience; and

 administration costs – that in-house historic experience and wider market experience of similar

exercises can be used to estimate the cost to fulfil the exercise.

We have assessed and challenged the Group’s methodology and the assumptions applied in

arriving at the provision.

 We performed procedures to verify that the representative cohort of clients used in the estimation

of the provision did not include any management bias.

 We obtained the available evidence of ongoing advice for a sample of clients within the

representative cohort and evaluated this against the redress schemes parameters and assessed

whether we came to the same conclusion.

 We obtained management’s calculation and tested the mathematical accuracy and agreed the

calculation back to source data.

 We assessed whether any changes were required to be made to management’s assumptions

and estimates based on currently available evidence and information including latest industry

developments, and further data obtained through the ongoing project.

 We independently performed sensitivity analysis on the significant assumptions and considered

alternative scenarios which could be considered reasonably possible.

 We obtained and reviewed relevant regulatory correspondence with the Financial Conduct

Authority and Prudential Regulation Authority, discussing the content of any correspondence

considered to be pertinent to our audit with management. As part of our audit procedures

we met with each regulator.

 We reviewed the minutes of the project meetings and performed inquiries throughout the

business as to the latest project status.

 Given the inherent uncertainty in the estimation of the provision and its judgemental nature,

we evaluated the disclosures made in the financial statements.

Based on the procedures performed and evidence obtained, we found management’s assumptions

to be appropriate.

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Key audit matter How our audit addressed the key audit matter

Valuation of level 3 investments, being investment properties and equities (Group)

As disclosed in Note 20 (page 178) as at 31 December 2025 the Group held £218.8 billion of financial

assets and investment properties. The majority of these investments do not require significant

judgement in calculating their valuation in the financial statements.

Whilst there have been significant disposals of level 3 investments in the current period, included

in the total financial assets and investment properties are investment properties of £0.4 billion

(2024: £0.9 billion) and level 3 equities of £0.4 billion (2024: £1.0 billion). These require management

to use estimates and judgements in order to calculate the valuation at the year-end. The Group

engages independent experts for the investment valuation activities for each, with assets in the

DAF valued by Kohlberg Kravis Roberts & Co. Inc (“KKR”), whilst the investment property portfolio

is managed by Invesco with regular valuations performed by CBRE.

We performed each of the following procedures:

 Assessed the independence, objectivity and competency of management’s expert.

 Obtained and reviewed the CBRE valuation report covering all the group’s investment properties.

 We analysed the listing of individual property valuations for unusual or unexpected movements

compared to the prior year and, where such movements were identified we sought explanations

and supporting evidence from management.

 Obtained independent confirmation, including valuation, of the level 3 equity investments direct

from the asset manager.

 Tested a selection of disposals during the period for investment property and level 3 equity

investments.

 Evaluated other available information relating to the valuation of the investments.

Based on the procedures performed and evidence obtained throughout the procedures outlined

above, we have found management’s valuation to be appropriate.

Recoverability of Parent Company’s investment in subsidiaries (Parent)

The carrying value of directly held investments in subsidiaries is £2,211.0m as at 31 December 2025

(2024: £2,102.4m) accounting for 81.3% of the Parent Company’s total assets. The investments in

subsidiaries are carried at cost stated after any impairment losses. Management is required to

review at least annually for indicators of impairment, or when circumstances or events indicate

there may be uncertainty over its value. When an impairment indicator exists, the determination of

recoverable amounts for subsidiaries requires assumptions to be made and the key assumptions

used are the value of in-force business and the discount rate applied. The carrying value of these

investments is not at a higher risk of significant misstatement or subject to significant judgement.

However, due to their materiality in the context of the Parent Company financial statements, this is

the area that had the greatest effect on our overall Parent Company audit.

For investments where impairment indicators existed, we obtained management’s value in

use impairment assessment and ensured the calculations were mathematically accurate.

We verified that the methodology used by the directors in arriving at the carrying value of each

subsidiary was compliant with applicable accounting standards.

We challenged management on key elements of the assessments including the value of in-force-

business and the discount rate. We further obtained and understood management’s value in use

and sensitivity calculations over the carrying value assessments, and have independently re-

performed the sensitivity ourselves.

Based on the procedures performed and evidence obtained, we have found management’s model

and assessments to be appropriate.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give

an opinion on the financial statements as a whole, taking into account the structure of the group

and the Parent Company, the accounting processes and controls, and the industry in which

they operate.

The Group is structured as an integrated wealth management business and operates

predominantly within the United Kingdom. Seven components within the group were considered

significant by risk or size and therefore required an audit of their complete financial information.

These were St. James’s Place UK plc, St. James’s Place Unit Trust Group Limited, St. James’s Place

Investment Administration Limited, St. James’s Place Management Services Limited,

St. James’s Place Wealth Management plc, St. James’s Place Wealth Management Group

Limited and St. James’s Place International plc.

Six of the components that are significant by risk or size are based in the United Kingdom

with audit procedures performed directly by the group audit team with St. James’s Place

International plc incorporated and regulated in the Republic of Ireland and audited by a

component audit team. At the planning stage of the audit we provided written instructions to

the component audit team to confirm the work we required them to complete. The instructions

set out respective responsibilities (including on actuarial work), our involvement in their work,

and the materiality level this work should be performed to. We held regular meetings with

the component engagement leader, director, and other senior members of the component

team through the planning, execution and completion phases of the audit to inform them of

developments at a Group level and to understand from them any local developments that were

relevant for our audit of the Group. During the execution phase, senior members of the group

audit team performed a review of the component teams audit working papers, reviewing

selected elements of their work focused on the significant and elevated risks identified.

In addition to the full scope audit of the seven components noted above, we also performed

audit procedures on certain financial statement line items within four other components.

These financial statement line items were selected for testing to ensure that we had sufficient

coverage of each financial statement line item within the consolidated financial statements.

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The impact of climate risk on our audit

The Group has set out its approach and goals in respect of its Funds under Management in

the Investing responsibly section of the Strategic Report. This includes the goal of becoming

“Net Zero” in investments by 2050 (with an interim target of a 25% reduction in the carbon

emissions of its investment proposition by 2025).

In planning our audit, we considered the extent to which climate change is impacting the

Group and how it impacted our risk assessment for the audit of the financial statements.

In making these considerations we:

 Enquired of management in respect of their own climate change risk assessment, including

associated governance processes and understood how these have been implemented.

 Obtained the latest Climate Report from the Group and checked it for consistency with our

knowledge of the Group based on our audit work and the disclosures made in the Strategic

Report.

 Considered management’s risk assessment and the Climate Report in light of our

knowledge of the wider asset and wealth management industries.

Our conclusions were that the impact of climate change does not give rise to a Key Audit Matter

for the Group and it did not impact our risk assessment for any material Financial Statement

line item or disclosure.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain

quantitative thresholds for materiality. These, together with qualitative considerations, helped

us to determine the scope of our audit and the nature, timing and extent of our audit procedures

on the individual financial statement line items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements

as a whole as follows:

Financial statements – group Financial statements – company

Overall materiality

£23,250,000 (2024: £22,500,000). £22,087,500 (2024: £20,250,000).

How we

determined it

5% of underlying cash result. 1% of total assets (limited to 95%

of group materiality).

Rationale for

benchmark applied

The engagement team

concluded that £23.25 million

is the most appropriate figure

when setting an overall

materiality on the engagement.

The quantum of £23.25 million

was determined by considering

the various benchmarks available

to us as auditors, our experience

of auditing the Group and our

experience of the group.

£23.25 million represents 5%

of the underlying cash result.

The purpose of the Parent

Company is to hold investments

in other Group companies.

As such PwC considers it

appropriate to use total assets

as the benchmark for overall

materiality, limited to 95% of

the overall group materiality.

For certain balances, our specific group overall materiality level was £1,081,000,000

(2024: £931,000,000) for assets held to cover linked liabilities applies to assets held to cover

linked liabilities, investment contract liabilities and associated income statement line items.

For each component in the scope of our group audit, we allocated a materiality that is less

than our overall group materiality. The range of materiality allocated across components

was between £3,700,000 and £22,100,000. Certain components were audited to a local

statutory audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that

the aggregate of uncorrected and undetected misstatements exceeds overall materiality.

Specifically, we use performance materiality in determining the scope of our audit and the

nature and extent of our testing of account balances, classes of transactions and disclosures,

for example in determining sample sizes. Our performance materiality was 75% (2024: 75%)

of overall materiality, amounting to £17,437,500 (2024: £16,875,000) for the group financial

statements and £16,565,625 (2024: £15,187,500) for the Parent Company financial statements.

In determining the performance materiality, we considered a number of factors – the history

of misstatements, risk assessment and aggregation risk and the effectiveness of controls –

and concluded that an amount in the middle of our normal range was appropriate.

For certain balances, our specific performance materiality was 75% of the specific overall

materiality for assets held to cover linked liabilities, investment contract liabilities and associated

income statement line items, amounting to £810,750,000 (2024: £698,250,000) for the consolidated

financial statements.

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We agreed with the Group Audit Committee that we would report to them misstatements

identified during our audit above £1,162,500 (group audit) (2024: £1,125,000) and £1,104,375

(Parent Company audit) (2024: £1,012,500) as well as misstatements below those amounts

that, in our view, warranted reporting for qualitative reasons. For balances where we apply our

specific performance materiality we agreed to report misstatements greater than £23,250,000

(2024: £22,500,000).

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the Parent Company’s ability

to continue to adopt the going concern basis of accounting included:

 Obtaining the Directors’ going concern assessment for the consolidated and the Parent

Company financial statements and gaining an understanding of the Directors’ going

concern assessment process, including the preparation of the budget;

 Obtaining the budget covering the period of the going concern assessment and evaluating

the forecasting method adopted by the Directors in assessing going concern;

 Testing the mathematical accuracy of the model and evaluating the key assumptions using

our understanding of the Group and external evidence where appropriate. We also

performed a comparison of the 2025 budget and the actual results to assess the historical

accuracy of the budgeting process;

 Evaluating the results of management’s analysis of the relevant solvency requirements and

liquidity position of the Group, including forward looking plausible downside scenarios within

the Group’s Own Risk and Solvency Assessment;

 Evaluating the reasonableness of management’s downside assumptions using our

understanding of the Group and the external environment. We evaluated management’s

assumptions by performing independent stress testing to determine whether a reasonable

alternative stressed scenario would result in a breach of minimum regulatory requirements

or the Group’s liquidity requirements;

 Evaluating the mitigating actions that management identified and assessing whether these

were in the control of management and possible in the going concern period of assessment;

 Evaluating information obtained through review of regulatory correspondence, minutes of

meetings of the Board, Group Audit and Group Risk Committees, as well as publicly available

information to identify any information that would contradict management’s assessment; and

 Assessing the adequacy of disclosures in the Going Concern Statement in note 1 of the

consolidated and Parent Company financial statements and within the Assessment of going

concern section of the Directors’ report on page 124.

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt

on the group’s and the Parent Company’s ability to continue as a going concern for a period

of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a

guarantee as to the group’s and the Parent Company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance

Code, we have nothing material to add or draw attention to in relation to the directors’ statement

in the financial statements about whether the directors considered it appropriate to adopt the

going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the

financial statements and our auditors’ report thereon. The directors are responsible for the

other information. Our opinion on the financial statements does not cover the other information

and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly

stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether there is a material

misstatement of the financial statements or a material misstatement of the other information.

If, based on the work we have performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact. We have nothing to report based

on these responsibilities.

With respect to the Strategic report and Directors’ report, we also considered whether the

disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires

us also to report certain opinions and matters as described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit, the information given

in the Strategic report and Directors’ report for the year ended 31 December 2025 is consistent

with the financial statements and has been prepared in accordance with applicable legal

requirements.

In light of the knowledge and understanding of the group and company and their environment

obtained in the course of the audit, we did not identify any material misstatements in the

Strategic report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Report of the Group Remuneration Committee to be audited has

been properly prepared in accordance with the Companies Act 2006.

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Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern,

longer-term viability and that part of the corporate governance statement relating to the

Parent Company’s compliance with the provisions of the UK Corporate Governance Code

specified for our review. Our additional responsibilities with respect to the corporate

governance statement as other information are described in the Reporting on other

information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the corporate governance statement is materially consistent with the

financial statements and our knowledge obtained during the audit, and we have nothing

material to add or draw attention to in relation to:

 The directors’ confirmation that they have carried out a robust assessment of the emerging

and principal risks;

 The disclosures in the Annual Report that describe those principal risks, what procedures

are in place to identify emerging risks and an explanation of how these are being managed

or mitigated;

 The directors’ statement in the financial statements about whether they considered it

appropriate to adopt the going concern basis of accounting in preparing them, and their

identification of any material uncertainties to the group’s and Parent Company’s ability to

continue to do so over a period of at least twelve months from the date of approval of the

financial statements;

 The directors’ explanation as to their assessment of the group’s and Parent Company’s

prospects, the period this assessment covers and why the period is appropriate; and

 The directors’ statement as to whether they have a reasonable expectation that the Parent

Company will be able to continue in operation and meet its liabilities as they fall due over

the period of its assessment, including any related disclosures drawing attention to any

necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and

Parent Company was substantially less in scope than an audit and only consisted of making

inquiries and considering the directors’ process supporting their statement; checking that the

statement is in alignment with the relevant provisions of the UK Corporate Governance Code;

and considering whether the statement is consistent with the financial statements and our

knowledge and understanding of the group and Parent Company and their environment

obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each

of the following elements of the corporate governance statement is materially consistent with

the financial statements and our knowledge obtained during the audit:

 The directors’ statement that they consider the Annual Report, taken as a whole, is fair,

balanced and understandable, and provides the information necessary for the members to

assess the group’s and Parent Company’s position, performance, business model and strategy;

 The section of the Annual Report that describes the review of effectiveness of risk

management and internal control systems; and

 The section of the Annual Report describing the work of the Group Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement

relating to the Parent Company’s compliance with the Code does not properly disclose a

departure from a relevant provision of the Code specified under the Listing Rules for review

by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities, the directors are

responsible for the preparation of the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair view. The directors are also

responsible for such internal control as they determine is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s

and the Parent Company’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the group or the Parent Company or to cease operations,

or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of

non-compliance with laws and regulations related to UK and Irish regulatory principles, such

as those governed by the Prudential Regulation Authority, the Financial Conduct Authority and

the Central Bank of Ireland, and we considered the extent to which non-compliance might have

a material effect on the financial statements. We also considered those laws and regulations

that have a direct impact on the financial statements such as the Companies Act 2006.

We evaluated management’s incentives and opportunities for fraudulent manipulation of

the financial statements (including the risk of override of controls), and determined that the

principal risks were related to posting of inappropriate journals and management bias in

accounting estimates and judgemental areas as shown in our key audit matter. The group

engagement team shared this risk assessment with the component auditors so that they could

include appropriate audit procedures in response to such risks in their work. Audit procedures

performed by the group engagement team and/or component auditors included:

 Discussions with the Risk and Compliance function, Internal Audit and the company’s legal

counsel, including consideration of known or suspected instances of non-compliance with

laws and regulation and fraud;

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 Reviewing the Group Audit Committee papers in which whistle blowing matters are reported

and considered the impact of these matters on the group’s compliance with laws and

regulations;

 Reviewing key correspondence with the Prudential Regulation Authority, the Financial

Conduct Authority and the Central Bank of Ireland in relation to compliance with laws

and regulations;

 Reviewing relevant meeting minutes including those of the Board, Risk and Group Audit

Committees;

 Reviewing the company’s register of litigation and claims, in so far as they related to

non-compliance with laws and regulations and fraud;

 Identifying and testing journal entries, in particular any journal entries posted with unusual

account combinations increasing reported revenues;

 Designing audit procedures to incorporate unpredictability around nature, timing or extent

of our testing; and

 Procedures relating to the estimates and judgements applied provision for redress in respect

of ongoing service evidence and recoverability of Parent Company’s investment in the

subsidiaries described in the related key audit matter.

There are inherent limitations in the audit procedures described above. We are less likely to

become aware of instances of non-compliance with laws and regulations that are not closely

related to events and transactions reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery

or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and

balances, possibly using data auditing techniques. However, it typically involves selecting a

limited number of items for testing, rather than testing complete populations. We will often seek

to target particular items for testing based on their size or risk characteristics. In other cases, we

will use audit sampling to enable us to draw a conclusion about the population from which the

sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on

the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the Parent Company’s

members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and

for no other purpose. We do not, in giving these opinions, accept or assume responsibility for

any other purpose or to any other person to whom this report is shown or into whose hands it

may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 we have not obtained all the information and explanations we require for our audit; or

 adequate accounting records have not been kept by the Parent Company, or returns

adequate for our audit have not been received from branches not visited by us; or

 certain disclosures of directors’ remuneration specified by law are not made; or

 the Parent Company financial statements and the part of the Report of the Group

Remuneration Committee to be audited are not in agreement with the accounting

records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the company for the financial year ended 31 December 2009.

Our uninterrupted engagement covers 17 financial years.

Other matter

The Parent Company is required by the Financial Conduct Authority Disclosure Guidance

and Transparency Rules to include these financial statements in an annual financial report

prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the

National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides

no assurance over whether the structured digital format annual financial report has been

prepared in accordance with those requirements.

Gary Shaw

Senior Statutory Auditor

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Bristol

24 February 2026

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Independent Auditors’ Report to the Members of St. James’s Place plc continued

Strategic report

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Other information

Financial statements

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£’Million	£’Million
Fee and commission income	4	3, 766 . 4	3 ,163.9
Expenses	5, 18	(2 ,551 .9)	(2 , 2 3 6 . 7)
Investment return	6	26, 37 1 .8	2 2,78 5. 3
Movement in investment contract benefits	6	(2 6 , 2 8 5 . 5)	(22,688.5)
Insurance revenue	7	24 . 2	25 .2
Insurance service expenses	8	(2 2 . 6)	(2 1 . 8)
Net reinsurance expense		(0 . 4)	(3 . 1)
Insurance service result		1.2	0. 3
Net insurance finance (expense)/income		(1 . 9)	2.7
Finance income	9	64.0	58 .5
Finance costs	9	(2 8 . 9)	(3 6 . 4)
Profit before tax	3	1, 335.2	1,0 49.1
Tax attributable to policyholders’ returns	10	(638.5)	(5 1 3 . 2)
Profit before tax attributable to shareholders’ returns		696.7	535.9
Total tax charge	10	(8 0 3 . 8)	(6 5 0 . 7)
Less: tax attributable to policyholders’ returns	10	638.5	513 . 2
Tax attributable to shareholders’ returns	10	(1 6 5 . 3)	(1 3 7. 5)
Profit and total comprehensive income for the year		531. 4	398. 4
Profit attributable to non-controlling interests		0.3	–
Profit attributable to equity shareholders		531 .1	398 .4
Profit and total comprehensive income for the year		531. 4	398. 4
	Note	Pence	Pence
Basic earnings per share	23	99.9	73 .0
Diluted earnings per share	23	98. 8	72. 6

The results relate to continuing operations.

The Notes and information on pages 139 to 193 form part of these consolidated financial statements.

As permitted by section 408 of the Companies Act 2006, no statement of comprehensive income is presented for the Company.

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Consolidated statement of comprehensive income

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Financial statements

						Equity attributable to owners of the Parent Company
				Capital					Non-
			Share	redemption	Shares in trust		Retained		controlling	Total
		Share capital	premium	reserve	reserve	Misc. reserves	earnings	Total	interests	equity
	Note	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
At 1 January 2024		82. 3	233.9	–	(0 . 7)	2.5	665.4	983.4	0.1	983.5
Profit and total comprehensive income for the year		–	–	–	–	–	398 .4	398 .4	–	398.4
Dividends	23	–	–	–	–	–	(76 . 6)	(7 6 . 6)	(0 . 2)	(7 6 . 8)
Shares repurchased in buy-back programmes	23	(0 . 7)	–	0 .7	–	–	(3 3 . 1)	(3 3 . 1)	–	(3 3 . 1)
Consideration paid for own shares		–	–	–	(9 . 5)	–	–	(9 . 5)	–	(9 . 5)
Retained earnings credit in respect of share option charges		–	–	–	–	–	11 .2	11.2	–	11. 2
At 31 December 2024		81.6	233 .9	0.7	(1 0 . 2)	2 .5	9 65.3	1,273.8	(0 . 1)	1, 273 .7
Profit and total comprehensive income for the year		–	–	–	–	–	531 .1	531 .1	0.3	531 . 4
Dividends	23	–	–	–	–	–	(9 6 . 3)	(9 6 . 3)	(0 . 2)	(9 6 . 5)
Exercise of share options		–	1.5	–	–	–	–	1 .5	–	1.5
Shares repurchased in buy-back programmes	23	(2 . 5)	–	2.5	–	–	(1 8 9 . 2)	(1 8 9 . 2)	–	(1 8 9 . 2)
Consideration paid for own shares		–	–	–	(6 1 . 3)	–	–	(6 1 . 3)	–	(6 1 . 3)
Shares sold during the year		–	–	–	3 .0	–	(3 . 0)	–	–	–
Retained earnings credit in respect of share option charges		–	–	–	–	–	19.2	19.2	–	19. 2
At 31 December 2025		79.1	235. 4	3. 2	(6 8 . 5)	2 .5	1 , 2 2 7. 1	1, 47 8. 8	–	1 , 47 8. 8

The number of shares held in the shares in trust reserve is given in Note 23 Share capital, earnings per share and shareholder returns.

Miscellaneous reserves represent other non-distributable reserves.

The Notes and information on pages 139 to 193 form part of these consolidated financial statements.

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Consolidated statement of changes in equity

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Other information

Financial statements

		As at	As at
		31 December	31 December
		2025	2024
Assets	Note	£’Million	£’Million
Goodwill	11	18.5	23.3
Deferred acquisition costs	11	28 4. 1	286 .2
Intangible assets	11	8 .1	15. 5
Property and equipment, including leased assets	12	122 .3	134 .0
Investment property	14, 20	3 70. 3	892 .3
Deferred tax assets	10	10. 2	2 .7
Investment in associates	26	24 .0	21. 9
Reinsurance assets	17	11 .7	14 .9
Other receivables	15	2 , 861 .6	2 , 6 8 7. 4
Financial investments	14, 20	21 2,07 3.5	182, 320. 2
Derivative financial assets	14, 20	2, 90 8.7	2, 812 .8
Cash and cash equivalents	14	6 ,184.5	5 ,663.9
Total assets		2 2 4 , 8 7 7. 5	19 4, 875 .1
Liabilities
Borrowings	19	341 .5	516 .8
Deferred tax liabilities	10	966.2	679 .4
Insurance contract liabilities	17	566. 2	51 8.6
Deferred income	11	421 .6	4 69.5
Other provisions	18	298. 4	460. 3
Other payables	16	2,65 5.3	2,144.3
Investment contract benefits	14, 20	1 63 ,728 .7	14 1 ,0 38.8
Derivative financial liabilities	14, 20	2 , 412. 1	3,052.1
Net asset value attributable to unit holders	14, 20	51 ,9 82. 8	4 4, 699.5
Income tax liabilities		25. 9	22 .1
Total liabilities		223,398.7	193 ,601 . 4
Net assets		1 , 478 . 8	1 ,2 73 .7

		As at	As at
		31 December	31 December
		2025	2024
Shareholders’ equity	Note	£’Million	£’Million
Share capital	23	79 .1	81. 6
Share premium		235 .4	233.9
Capital redemption reserve		3.2	0.7
Shares in trust reserve		(6 8 . 5)	(1 0 . 2)
Miscellaneous reserves		2.5	2.5
Retained earnings		1 , 2 2 7. 1	965 .3
Equity attributable to owners of the Parent Company		1 , 478 . 8	1 , 273 .8
Non-controlling interests		–	(0 . 1)
Total equity		1 , 478 . 8	1 ,2 73 .7
		Pence	Pence
Net assets per share		280.5	23 4. 1

The consolidated financial statements on pages 135 to 193 were approved by the Board on

24 February 2026 and signed on its behalf by:

Mark FitzPatrick

Chief Executive Officer

The Notes and information on pages 139 to 193 form part of these consolidated financial

statements.

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Consolidated statement of financial position

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Financial statements

		Year ended	Year ended
		31 December	31 December
		2025	2024 1
	Note	£’Million	£’Million
Cash flows from operating activities
Cash generated from/(used in) operations	21	1 ,396 .1	(5 2 8 . 5)
Interest received		224.5	236.6
Interest paid		(2 8 . 9)	(3 6 . 4)
Income taxes paid	10	(5 2 4 . 5)	(3 2 6 . 1)
Net cash inflow/(outflow) from operating activities 1		1 , 0 6 7. 2	(6 5 4 . 4)
Cash flows from investing activities
Payments for property and equipment	12	(1 . 1)	(3 . 6)
Payment of software development costs	11	–	(5 . 1)
Payments for acquisition of subsidiaries and other business combinations, net of cash acquired		(0 . 8)	–
Payments for associates		(1 . 7)	(8 . 3)
Contingent consideration paid 1	20	(4 . 8)	(1 . 3)
Net cash outflow from investing activities		(8.4)	(1 8 . 3)
Cash flows from financing activities
Proceeds from the issue of share capital and exercise of options		1.5	–
Shares repurchased in share buy-back programmes		(1 8 9 . 2)	(3 3 . 1)
Consideration paid for own shares		(6 1 . 3)	(9 . 5)
Proceeds from borrowings	19	13 5.7	473 . 8
Repayment of borrowings	19	(3 1 1 . 7)	(208.1)
Principal elements of lease payments	13	(1 4 . 0)	(1 4 . 0)
Dividends paid to Company’s shareholders	23	(9 6 . 3)	(7 6 . 6)
Dividends paid to non-controlling interests in subsidiaries		(0 . 2)	(0 . 2)
Net cash (outflow)/inflow from financing activities		(5 3 5 . 5)	132 .3
Net increase/(decrease) in cash and cash equivalents		523 .3	(5 4 0 . 4)
Cash and cash equivalents at 1 January		5,663 .9	6 , 204. 3
Effects of exchange rate changes on cash and cash equivalents		(2 . 7)	–
Cash and cash equivalents at 31 December	14	6,184.5	5,663.9

1 Restated to reclassify £1. 3 million of Contingent consideration paid from operating activities to investing activities which better reflects the nature of the item.

The Notes and information on pages 139 to 193 form part of these consolidated financial statements.

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Consolidated statement of cash flows

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Other information

Financial statements

1. Accounting policies

St. James’s Place plc (the Company) is a public company limited by shares which is incorporated

and registered in England and Wales, domiciled in the United Kingdom and whose shares are

publicly traded.

i. Statement of compliance

The Group financial statements consolidate those of the Company and its subsidiaries

(together referred to as the Group).

The Group financial statements have been prepared in accordance with UK-adopted

International Accounting Standards and with the requirements of the Companies Act 2006

as applicable to companies reporting under those standards.

As at 31 December 2025 there were no new and amended standards, that became effective

on or after 1 January 2025, that were relevant to the Group.

ii. New and amended accounting standards not yet effective

As at 31 December 2025, the following new and amended standards, which are relevant to

the Group but have not been applied in the financial statements, were in issue but are not

yet effective. All of the below have been endorsed by the UK Endorsement Board:

  Amendments to the classification and measurement of Financial Instruments –

Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

  IFRS 18 Presentation and Disclosure in Financial Statements.

The Group is currently assessing the impact that the adoption of the above standards

and amendments will have on the Group’s results reported within the financial statements.

The only one expected to have a significant impact on the Group’s financial statements is

IFRS 18 Presentation and Disclosure in Financial Statements. Further information on this standard

is given below.

IFRS 18 Presentation and Disclosure in Financial Statements

The IASB issued IFRS 18 Presentation and Disclosure in Financial Statements on 9 April 2024

which will replace IAS 1. IFRS 18 introduces three sets of new requirements to improve companies’

reporting of financial performance and gives investors better basis for analysing and

comparing companies:

  improved comparability in the statement of comprehensive income

  enhanced transparency of management defined performance measures

  more useful grouping of information in the financial statements.

Management are currently assessing the impacts of adopting the new standard, however it is

only expected to have an impact on the presentation and disclosure of the financial statements

and is not expected to have an impact on recognition and measurement. The effective date of

the standard is 1 January 2027.

iii. Basis of preparation

The going concern basis has been adopted in preparing these financial statements.

The Group’s business activities, together with the factors likely to affect its future development,

performance and position, are set out in the Chief Executive Officer’s report and the Chief

Financial Officer’s report. The financial performance and financial position of the Group are

described in the financial review.

As shown in Note 22 Capital management and allocation, the Group’s capital position remains

strong and well in excess of regulatory requirements. In addition, it has continued to operate

within its external banking covenants. In addition, the Fitch rating remains at A+ for SJPUK (A at

SJP PLC level). Further, the long-term nature of the business results in considerable positive cash

flows arising from existing business.

The Board has considered the challenging macroeconomic and geopolitical conditions which

continued during 2025, noting that the business continued to be successful in this environment.

Notwithstanding these challenges, gross inflows for 2025 were £21.9 billion, up 19% on 2024.

Retention of client funds under management remained strong at 94.9% resulting in net inflows

of £6.2 billion. These factors along with the performance of our key outsource providers,

monitored through our ongoing oversight, supports its view that the business will continue

to remain operationally resilient.

The Board has also considered a profitability forecast including base case scenario and severe

but plausible downside scenarios. In modelling these scenarios, the Group has considered its

liquidity, cash and IFRS results. The downside scenarios are severe but plausible and would still

leave the Group with a positive cash result and IFRS profit.

As a result of its review, the Board believes that the Group will continue to operate, with neither

the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors

pursuant to laws or regulations, for a period of at least 12 months from the date of approval of

the Group financial statements.

The financial statements are presented in pounds Sterling rounded to the nearest one hundred

thousand pounds. They are prepared on a historical cost basis, except for assets classified as

investment property and financial assets and liabilities at fair value through profit and loss.

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139

Notes to the consolidated financial statements under International Financial Reporting Standards

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Governance

Other information

Financial statements

1. Accounting policies continued

The preparation of the financial statements in conformity with IFRSs requires management

to make judgements, estimates and assumptions that affect the application of policies and

reported amounts of assets and liabilities, income and expenses. The estimates and associated

assumptions are based on historical experience and various other factors that are believed

to be reasonable under the circumstances, the results of which form the basis of making

judgements about the carrying values of assets and liabilities that are not readily apparent

from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the year in which the estimate is revised if the revision

affects only that year, or in the year of the revision and future years, if the revision affects both

current and future years.

Judgements made by management in the application of IFRSs that have material effect on

the financial statements and estimates with a significant risk of material adjustment in the next

year are discussed in Note 2.

The financial statements are prepared in accordance with the Companies Act 2006 as

applicable to companies reporting under IFRS, and the accounting policies set out below have

been applied consistently to all years presented in these consolidated financial statements.

iv. Summary of significant accounting policies

(a) Basis of consolidation

The consolidated financial information incorporates the assets, liabilities and results of the

Company and of its subsidiaries. Subsidiaries are those entities which the Group controls.

Control exists if the Group is exposed to, or has rights to, variable returns from its involvement

with the entity and has the ability to affect those returns through its power over the entity

(including unit trusts in which the Group holds more than 30% of the units). Further information

on how control is assessed, including the judgement taken in consolidating SJP Partner Loans

No.1 Limited, the Group’s securitisation entity, is set out in Note 2.

Associates are all entities over which the Group has significant influence but not control, and

are accounted for at fair value through profit or loss. The Group uses the acquisition method of

accounting to account for business combinations and expenses all acquisition costs as they

are incurred. The financial information of subsidiaries is included in the consolidated financial

statements from the date that control commences until the date that control ceases. Accounting

policies of subsidiaries have been changed where necessary to ensure consistency

with policies adopted by the Group.

Any contingent consideration to be transferred by the Group is recognised at fair value at the

acquisition date. Subsequent changes to the fair value of the contingent consideration that is

deemed to be an asset or liability is recognised in accordance with IFRS 9 in the consolidated

statement of comprehensive income.

The treatment of transactions with non-controlling interests depends on whether, as a result of

the transaction, the Group alters control of the subsidiary. Changes in the Parent’s ownership

interest in a subsidiary that do not result in a loss of control are accounted for as equity

transactions; any difference between the amount by which the non-controlling interests are

adjusted and the fair value of the consideration paid or received is recognised directly in equity

and attributed to the owners of the Parent entity. Where the Group loses control of a subsidiary,

at the date when control is lost the amount of any non-controlling interest in that former

subsidiary is derecognised and any investment retained in the former subsidiary is remeasured

to its fair value; the gain or loss that is recognised in profit or loss on the partial disposal of the

subsidiary includes the gain or loss on the remeasurement of the retained interest.

Intra-Group balances, and any income and expenses or unrealised gains and losses arising from

intra-Group transactions, are eliminated in preparing the consolidated financial statements.

The St. James’s Place Charitable Foundation is not consolidated within the financial information.

This is because the Company does not meet the control definitions required by IFRS 10.

(b) Fee and commission income

Fee and commission income comprises:

(i) advice charges (post-RDR) paid by clients who receive advice alongside their investment

in a St. James’s Place product. Advice may be provided at initial investment, and on an

ongoing basis;

(ii) third-party fee and commission income, due from third-party product providers in respect

of products sold on their behalf;

(iii) wealth management fees paid by clients for the ongoing administration of their investment

products;

(iv) investment management fees paid by clients for investment management, including

charges taken by the Group to pay third-party investment advisers;

(v) fund tax deductions, which are fees charged to clients to match the policyholder tax

expense;

(vi) policyholder tax asymmetry, which is the difference between the deferred tax position

and the offsetting client balances;

(vii) discretionary fund management (DFM) fees generated through the services provided

by our DFM business; and

(viii) amortisation of deferred income (DIR), the unwinding of income that has been deferred.

This relates to initial product charges and dealing margins from unit trusts.

The provision of initial advice is a distinct performance obligation. As a result, initial advice

charges are recognised in full on acceptance and inception of the associated policy by the

relevant product provider, which may be a Group company or a third-party. Ongoing advice

charges are recognised as revenue on an ongoing basis, consistent with the nature of the

performance obligation being discharged, rather than at a single point in time.

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

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Governance

Other information

Financial statements

1. Accounting policies continued

Third-party fee and commission income is recognised in full on acceptance and inception of

the associated policy by the relevant third-party product provider. The performance obligation

is the initial advice provided to a client which leads to investment in a third-party product,

hence it is appropriate that this revenue stream is recognised on the same basis as initial

advice charges. Where the third-party product provider retains the right to clawback of

commission on an indemnity basis, revenue on sale of these products is recognised to the

extent that it is highly probable the revenue will not be clawed back. A provision is recognised

for any amounts received which do not meet the ‘highly probable’ threshold.

Wealth management fees, investment management fees, fund tax deductions, policyholder

tax asymmetry and DFM fees relate to services provided on an ongoing basis, and revenue

is recognised on an ongoing basis to reflect the nature of the performance obligations being

discharged.

When initial product charges and dealing margins do not relate to a distinct performance

obligation satisfied at inception of a contract, the income is deferred and amortised over

the anticipated period in which the services will be provided.

(i) Payments to Partners

Payments to Partners comprise initial commission and initial advice fees (IAF) (paid for initial

advice, at policy outset and within an initial period for regular contribution), renewal commission

and renewal advice fees (payable on regular contributions) and fund fee commission or ongoing

advice fees (OAF) (based on funds under management). Initial and renewal commission and

advice fees are recognised in line with the associated premium income, but initial commission

on insurance and investment contracts may be deferred, as set out in accounting policy (m).

Fund fee commission and ongoing advice fees are recognised on an accruals basis.

(ii) Lease expenses

Lease expenses under IFRS 16 comprise depreciation of the right-of-use asset. Further

information on depreciation of the right-of-use asset is set out in accounting policy (o).

The Group recognises lease payments associated with short-term leases and leases of

low-value assets on a straight-line basis over the lease term.

(d) Investment return

Investment return comprises investment income and investment gains and losses.

Investment income includes dividends, interest and rental income from investment properties

under operating leases. Dividends are accrued on an ex-dividend basis, and rental income is

recognised in the statement of comprehensive income on a straight-line basis over the term

of the lease. Interest on assets classified at fair value through profit or loss are accounted for

based on the actual coupon payments, whilst interest on financial assets measured at

amortised cost are accounted for using the effective interest method.

(e) Insurance revenue

Insurance revenue represents the expected income from the provision of insurance services.

The income is recognised during the coverage period in which the services will be provided.

(f) Insurance service expenses

Insurance service expenses comprise insurance claims and other insurance service expenses.

The expense is recognised during the relevant coverage period in which the services will be

provided, excluding any investment components.

(g) Finance income

Finance income comprises interest received on cash and cash equivalents and business

loans to Partners. Interest on assets classified at fair value through profit or loss is accounted

for based on the actual coupon payments, whilst interest on financial assets measured

at amortised cost is accounted for using the effective interest method.

(h) Finance costs

Finance costs comprise an interest expense on the lease liability and external borrowings.

Interest expense on the lease liability and external borrowings is calculated using the effective

interest method.

(i) Income taxes

Income tax on the profit or loss for the year comprises current and deferred tax charge of the

Group in respect of policyholders and shareholders. Income tax is recognised in the statement

of comprehensive income except to the extent that it relates to items recognised directly

in equity, in which case it is recognised in equity. Tax liabilities are recognised when it

is considered probable that there will be a future outflow of funds to a taxing authority,

and are measured using a best-estimate approach.

(i) Current tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates

enacted or substantively enacted at the reporting date, and any adjustment to tax payable

in respect of previous years.

(ii) Deferred tax

Deferred tax is provided using the liability method, providing for temporary differences between

the carrying amounts of assets and liabilities for financial reporting purposes and the amounts

used for taxation purposes. The following differences are not provided for: the initial recognition

of assets or liabilities that affect neither accounting nor taxable profit, and differences relating

to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable

future. The amount of deferred tax provided is based on the expected manner of realisation or

settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively

enacted at the reporting date and taking into account expected timing of utilisation.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits

will be available against which the asset can be utilised. Deferred tax assets are reduced to the

extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset

current tax assets against current tax liabilities, and when the deferred tax assets and liabilities

relate to income taxes levied by the same taxation authority on either the taxable entity or

different taxable entities where there is an intention to settle the balances on a net basis.

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

1. Accounting policies continued

(iii) Policyholder and shareholder tax

The total income tax charge is a separate adjustment within the statement of comprehensive

income based on the movement in current and deferred income taxes in respect of income,

gains and expenses. The total charge reflects tax incurred on behalf of policyholders as well

as shareholders, and so it is useful to be able to identify these separately.

Shareholder tax is estimated by making an assessment of the effective rate of tax that is

applicable to the shareholders on the profits attributable to shareholders. This is calculated by

applying the appropriate effective corporate tax rates to the shareholder profits. The remainder

of the tax charge represents tax on policyholders’ investment returns.

(j) Dividends

Interim dividend distributions to the Company’s shareholders are recognised in equity in the

period in which they are paid. Final dividend distributions to the Company’s shareholders are

recognised in the period in which the dividends are declared: that is, when they are appropriately

authorised and no longer at the discretion of the Company. The final dividend for the financial

year is disclosed but shown as unpaid and awaiting approval by the Company’s shareholders

at the Annual General Meeting.

(k) Investment contract deposits and withdrawals

Investment contract payments in and out are not included in the statement of comprehensive

income but are reported as deposits to or deductions from investment contract benefits

in the statement of financial position. The movement in investment contract benefits within

the statement of comprehensive income principally represents the investment return credited

to policyholders.

Explicit advice charges are payable by most clients who wish to receive advice with their

investment in a St. James’s Place retail investment product. St. James’s Place facilitates the

payment of these charges for the client, by arranging withdrawals from the client’s policy,

which are then recognised as income to the Group. A proportion of the charge is then paid

to the St. James’s Place adviser who provides the advice (see (b) Fee and commission income

(i) and (c) Expenses (i)).

(l) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s

share of the identifiable net assets of the acquired entity at the date of acquisition. Where the

fair value of the Group’s share of the identifiable net assets of the acquired entity is greater

than the cost of acquisition, the excess is recognised immediately in the statement of

comprehensive income.

Goodwill is recognised as an asset at cost and is reviewed at least annually for impairment or

when circumstances or events indicate there may be uncertainty over this value. If an impairment

is identified, the carrying value of the goodwill is written down immediately through the

statement of comprehensive income and is not subsequently reversed. At the date of disposal

of a subsidiary, the carrying value of attributable goodwill is included in the calculation of the

profit or loss on disposal except where it has been written off directly to reserves in the past.

(m) Deferred acquisition costs

For investment contracts, only directly attributable acquisition costs, which vary with and are

related to securing new contracts and renewing existing contracts, are deferred, and only to

the extent that they are recoverable out of future revenue. These deferred acquisition costs,

which represent the contractual right to benefit from providing investment management

services, net of any impairment losses, are amortised to expenses in the statement of

comprehensive income on a straight-line basis over the expected lifetime of the Group’s

investment contracts. All other costs are recognised as expenses when incurred. The period

over which costs are expected to be recoverable for investment contracts is 14 years.

(n) Intangible assets

(i) Purchased value of in-force business

The purchased value of in-force business represents the present value of profits that are

expected to emerge from business acquired on business combinations. It is calculated

at the time of acquisition using best-estimate actuarial assumptions for interest, mortality,

persistency and expenses, net of any impairment losses, and it is amortised on a straight-line

basis as profits emerge over the anticipated lives of the related contracts in the portfolio.

An intangible asset is also recognised in respect of acquired investment management contracts,

representing the fair value of contractual rights acquired under those contracts. The purchased

value of in-force business is expressed as a gross figure in the statement of financial position,

with the associated tax included within deferred tax liabilities. It is assessed for impairment at

each reporting date and any movement is charged to the statement of comprehensive income.

The estimated useful economic life of acquired in-force business is 20 years.

(ii) Computer software and other specific software developments

Computer software is stated at cost less accumulated amortisation and any recognised

impairment loss. The carrying value is reviewed for impairment when events or changes

in circumstances indicate that the carrying value may not be recoverable.

Computer software, including cloud customisation costs, is recognised as an intangible

asset during development, with amortisation commencing when the software is operational.

Amortisation is charged to the statement of comprehensive income to expenses on a straight-

line basis over 5 years, being the estimated useful life of the intangible asset.

(o) Property and equipment

Property and equipment comprises both assets which are owned and those which are leased.

(i) Initial and subsequent measurement of owned assets

Owned items of property and equipment are stated at cost less accumulated depreciation and

impairment. Cost includes the original purchase price of the asset and the costs attributable to

bringing the asset to its working condition for its intended use. Depreciation is charged to expenses

within the statement of comprehensive income on a straight-line basis over the estimated

useful lives of the property and equipment, which are as follows:

Fixtures, fittings and office equipment: 5 to 15 years

Computer equipment: 3 years

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1. Accounting policies continued

(ii) Initial and subsequent measurement of leased assets

A right-of-use asset is recognised within property and equipment for leased items which are

not subject to the short-term or low-value lease exemptions set out in IFRS 16. This comprises

the Group’s leased property portfolio. The right-of-use asset recognised on the commencement

date of the lease is the value of the lease liability (refer to accounting policy (ab), plus expected

dilapidation costs, initial direct costs (that is, incremental costs that would not have been

incurred if the lease had not been obtained, such as legal fees) and lease payments made

before or at the commencement date of the lease. Following initial recognition, depreciation

is charged to expenses within the statement of comprehensive income on a straight-line basis

over the lease term.

(iii) Impairment of owned and leased assets

The carrying value of owned and leased assets is reviewed for impairment when events or

changes in circumstances indicate that the carrying value may not be recoverable. Any assets

that may have suffered impairment are reviewed for possible reversal of the impairment at

each reporting date.

(p) Investment property

Investment properties, which are all held within the unit-linked funds, are properties which

are held to earn rental income and/or for capital appreciation. They are stated at fair value.

An external, independent valuer, having an appropriate recognised professional qualification

and recent experience in the location and category of property being valued, values the

portfolio every month.

The fair values are based on open market values, being the estimated amount for which a

property could be exchanged on the date of valuation between a willing buyer and a willing

seller in an arm’s-length transaction after proper marketing wherein the parties had each

acted knowledgeably, prudently and without compulsion.

Any gain or loss arising from a change in fair value is recognised in the statement of

comprehensive income within investment income. Rental return from investment property

is accounted for as described in accounting policy (d).

(q) Reinsurance assets

Reinsurance assets represent amounts recoverable from reinsurers in respect of non-unit-

linked insurance contract liabilities, net of any future reinsurance premiums. See (v) Insurance

contract liabilities for further information.

The contract boundary for a reinsurance contract is dependent on the terms and conditions

of the reinsurance contract. Such terms have been assessed and considered to be the same

as for the underlying contracts.

(r) Other receivables

Other receivables are recognised initially at fair value and subsequently measured at amortised

cost using the effective interest method.

Most shareholder other receivables are initially recognised at fair value and subsequently

held at amortised cost less impairment losses, as the business model for these assets is

to hold to collect contractual cash flows, which consist solely of payments of principal and

interest. The exception to this is renewal income assets, which are classified as fair value

through profit and loss and are initially, and subsequently, recognised at fair value. The value

of any impairment recognised is the difference between the asset’s carrying amount and the

present value of the estimated future cash flows, discounted at the original effective interest

rate. See accounting policy (af) for information relating to the treatment of impaired amounts.

Other receivables include prepayments, which are recognised where services are paid for in

advance of the benefit being received. The prepayment reduces, and an expense is recognised

in the statement of comprehensive income, as the service is received.

Commission and advice fees in respect of some insurance and investment business may be

paid to Partners in advance of renewal premiums and accelerated by up to 5 years. The unearned

element of this accelerated remuneration is recognised as advanced payments to Partners

within other receivables. Should the contributions reduce or stop within the initial period, any

unearned amount is recovered.

Derecognition

A financial asset is primarily derecognised when the rights to receive cash flows from the

asset have expired or the Group has transferred its rights to receive cash flows from the asset

or has assumed an obligation to pay the received cash flows in full without material delay to

a third-party under a ‘pass-through’ arrangement; and either (a) the Group has transferred

substantially all the risks and rewards of the asset, or (b) the Group has neither transferred

nor retained substantially all the risk and rewards of the asset, but has transferred control

of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered

into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks

and rewards of ownership. When it has neither transferred nor retained substantially all of

the risks and rewards of the asset, nor transferred control of the asset, the Group continues

to recognise the transferred asset to the extent of its continuing involvement. In that case, the

Group also recognises an associated liability. The transferred asset and the associated liability

are measured on a basis that reflects the rights and obligations that the Group has retained.

(s) Financial investments

These financial assets are initially and subsequently recognised at fair value through profit

and loss, with all gains and losses recognised within investment income in the statement of

comprehensive income. The vast majority of these financial assets are quoted, and so the fair

value is based on the value within the bid-ask spread that is most representative of fair value.

If the market for a financial asset is not active, the Group establishes fair value by using valuation

techniques such as recent arm’s-length transactions, reference to similar listed investments,

discounted cash flow models or option pricing models.

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Financial statements

1. Accounting policies continued

Subsequent measurement of these financial assets at fair value through profit and loss is

required by IFRS 9 for debt instruments for which the objectives of the Group’s business model

are not met by either holding the instrument to collect contractual cash flows or selling the

instruments, or where the contractual terms of the instrument do not give rise to cash flows

which are solely payments of principal and interest. Where both the ‘business model’ and

‘solely payments of principal and interest’ tests are met, management has made an irrevocable

decision to designate the debt instruments at fair value through profit and loss as doing so

aligns the measurement of the financial assets with the measurement of their associated

unit-linked liabilities.

Management has not made the irrevocable election to present changes in the fair value of

equity instruments in other comprehensive income, and so all equity instruments are also

designated at fair value through profit and loss.

The Group recognises purchases and sales of investments on trade date. The costs associated

with investment transactions are included within expenses in the statement of comprehensive

income.

(t) Derivative financial instruments

The Group uses derivative financial instruments within some unit-linked funds, with each contract

initially and subsequently recognised at fair value, based on observable market prices. All changes

in value are recognised within investment income in the statement of comprehensive income.

(u) Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other

short-term highly liquid investments.

Cash and cash equivalents held within unit-linked and unit trust funds are classified at fair

value through profit and loss, as management has made an irrevocable decision to designate

them as such in order to align the measurement of these financial assets with the measurement

of their associated unit-linked liabilities. Therefore, these cash and cash equivalents are initially

and subsequently recognised at fair value through profit and loss, with gains and losses

recognised within investment return in the statement of comprehensive income.

All other cash and cash equivalents are classified at amortised cost, as the business model

for these assets is to hold to collect contractual cash flows, which consist solely of payments

of principal and interest. They are initially recognised at fair value and subsequently measured

at amortised cost using the effective interest method, less impairment losses.

(v) Insurance contract liabilities

Insurance contract liabilities are determined by applying the default General Measurement

Model (GMM) to non-unit-linked insurance business and reassurance ceded, and the Variable

Fee Approach (VFA) to unit-linked insurance business measured under IFRS 17.

The contract boundary is assessed at transition and then reassessed only when there are

changes in features or circumstances that alter the commercial substance of the contract

or change the products within a portfolio.

Under the GMM (applicable to non-unit-linked insurance business and reassurance ceded),

groups of contracts are recognised and measured as:

  the Fulfilment Cash Flows, comprising an estimate of future cash flows, adjusted to reflect

the time value of money, the financial risks associated with the future cash flows, and a risk

adjustment for non-financial risk (RA)

  the Contractual Service Margin (CSM), comprising the unearned profit within a group of

contracts that will be recognised as the Group provides insurance services in the future.

The estimate of future cash flows represents the best estimate of the cost to fulfil cash flows

within the contract boundary, incorporating current non-financial assumptions.

The RA represents the compensation that an entity requires for bearing the uncertainty

about the amount and timing of cash flows that arise from non-financial risk as the entity fulfils

insurance contracts. It is calculated using a cost of capital approach, leveraging the Solvency II

view of non-financial risk.

The CSM is determined at contract outset or IFRS 17 transition and subsequently remeasured

for non-financial changes in the Fulfilment Cash Flows and the accretion of interest using a

discount rate locked in at transition. It is amortised over the period of the contract in line with

coverage units based upon the sum assured, which reflect the quantity of insurance services

provided. If a group of contracts is expected to be onerous (i.e. loss-making) over the remaining

coverage period, a loss is recognised immediately.

Under the VFA (applicable to unit-linked insurance business), the GMM is supplemented by an

adaptation for contracts with direct participation features. The Fulfilment Cash Flows for unit-linked

insurance business reflect an obligation to pay policyholders an amount equal to the fair value

of underlying assets, less the variable fee for future service. The RA reflects the compensation

for non-financial risk in relation to this variable fee only. The CSM is subsequently remeasured

for changes in the variable fee only, arising from both financial and non-financial risks.

(w) Investment contract benefits

All of the Group’s investment contracts are unit-linked. Unit-linked liabilities are measured at

fair value by reference to the value of the underlying net asset value of the Group’s unitised

investment funds, on a bid valuation basis, at the reporting date. An allowance for deductions

due to (or from) the Group in respect of policyholder tax on capital gains (and losses) in the

life assurance funds is also reflected in the measurement of unit-linked liabilities. Investment

contract benefits are recognised when units are first allocated to the policyholder; they are

derecognised when units allocated to the policyholder have been cancelled.

The decision by the Group to designate its unit-linked liabilities at fair value through profit and

loss reflects the fact that the matching investment portfolio, which underpins the unit-linked

liabilities, is recognised at fair value through profit and loss.

(x) Deferred income

The initial margin on financial instruments is deferred and recognised on a straight-line

basis over the expected lifetime of the financial instrument, which is between 6 and 14 years.

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Strategic report

Governance

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Financial statements

1. Accounting policies continued

(y) Net asset value attributable to unit holders

The Group consolidates unit trusts in which it holds more than 30% of the units and exercises

control. The third-party interests in these unit trusts are termed the net asset value attributable

to unit holders and are presented in the statement of financial position. They are classified at

fair value through profit and loss, hence are initially and subsequently measured at fair value.

The decision by the Group to designate the net asset value attributable to unit holders at fair

value through profit and loss reflects the fact that the underlying investment portfolios are

recognised at fair value through profit and loss.

Income attributable to the third-party interests is accounted for within investment return,

offset by a corresponding change in investment contract benefits.

(z) Other provisions

Provisions are made where an event has taken place that gives the Group a legal or

constructive obligation that probably requires settlement by a transfer of economic benefit,

and a reliable estimate can be made of the amount of the obligation. Provisions are charged

as an expense to the statement of comprehensive income in the year that the Group becomes

aware of the obligation, and are measured at the best estimate at the statement of financial

position date of the expenditure required to settle the obligation, taking into account relevant

risks and uncertainties. When payments are eventually made, they are charged to the provision

carried in the statement of financial position.

(aa) Borrowings

Borrowings are measured initially at fair value, net of directly attributable transaction costs,

and subsequently stated at amortised cost. The difference between the proceeds and the

redemption value is recognised in the statement of comprehensive income over the borrowing

period on an effective interest rate basis. Borrowings are recognised on drawdown and

derecognised on repayment.

(ab) Other payables

Other payables are recognised initially at fair value and subsequently measured at amortised

cost using the effective interest method.

Other payables include lease liabilities calculated in accordance with IFRS 16. On the

commencement date of the lease the lease liability is measured as the present value of the

future lease payments to be made over the lease term. For the Group, future lease payments

include those which are fixed and those which vary depending on an index or rate. The future

lease payments are discounted at the Group’s incremental borrowing rate at the commencement

date of the lease, which varies depending on the lease term. The lease term includes the

non-cancellable period for which the Group has the right to use the leased asset, plus periods

covered by extension options where the option is reasonably certain to be taken. Conversely,

the non-cancellable period is reduced if it is reasonably certain that a termination option will

be taken.

The incremental borrowing rate is management’s judgement as to the rate of interest that

the Group would have to pay to borrow, over a similar term and with similar security, the funds

necessary to obtain an asset of a similar value to the cost of the right-of-use asset. This has

been determined with reference to the rate of interest of existing borrowings held by the Group

and market rates adjusted to take into account the security and term associated with the lease.

The Group applied the practical expedient on transition to IFRS 16 on 1 January 2019 of applying

a single discount rate to a portfolio of leases with reasonably similar characteristics by grouping

leases by asset type and remaining lease term on the date of transition. Similarly, the Group

periodically determines standard discount rates to apply for leases entered into since

1 January 2019 by asset type and lease term.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged,

cancelled or expired.

(ac) Employee benefits

(i) Pension obligations

The Group operates a defined contribution personal pension plan for its employees.

Contributions to this plan are recognised as an expense in the statement of comprehensive

income as incurred. The Group has no legal or constructive obligations to pay further

contributions if the fund does not hold sufficient assets to pay all employees the benefits

relating to employee service in the current and prior periods.

(ii) Share-based payments

The Group operates a number of share-based payment plans for employees, Partners and

advisers. The fair value of share-based payment awards granted is recognised as an expense

spread over the vesting period of the instrument, which accords with the period for which

related services are provided, with a corresponding increase in equity in the case of equity-

settled plans and the recognition of a liability for cash-settled plans.

The total amount to be expensed is determined by reference to the fair value of the awards,

which are measured using standard option pricing models as the fair value of the services

provided by employees, Partners and advisers cannot be reliably measured. For equity-settled

plans, the fair value is determined at grant date and not subsequently remeasured.

For cash-settled plans, the fair value is remeasured at each reporting date and at the date

of settlement, with any changes in fair value recognised in the statement of comprehensive

income for the period.

At each reporting date, the Group revises its estimate of the number of awards that are

expected to vest and it recognises the impact of the revision of original estimates, if any, in

the statement of comprehensive income, such that the amounts recognised for employee,

Partner and adviser services are based on the number of awards that actually vest. The

charge to the statement of comprehensive income is not revised for any changes in market

vesting conditions.

(ad) Share capital

Ordinary shares are classified as equity. Where any Group entity purchases the Company’s

equity share capital (shares held in trust), the consideration paid is deducted from equity

attributable to shareholders, as disclosed in the Shares in trust reserve. Where such shares are

subsequently sold, reissued or otherwise disposed of, any consideration received is included

in equity attributable to shareholders, net of any directly attributable incremental transaction

costs and the related income tax effects.

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

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Other information

Financial statements

1. Accounting policies continued

(ae) Product classification

The Group’s products are classified for accounting purposes as either insurance contracts

or investment contracts.

(i) Insurance contracts

Insurance contracts are contracts that transfer significant insurance risk. The Group’s historic

product range includes a variety of term assurance and whole-of-life protection contracts

involving significant insurance risk transfer.

(ii) Investment contracts

Contracts that do not transfer significant insurance risk are treated as investment contracts.

The majority of the business written by the Group is unit-linked investment business and is

classified as investment contracts.

(af) Impairment

(i) Non-financial assets

Assets that are subject to amortisation are reviewed for impairment when circumstances or

events indicate there may be uncertainty over their value. An impairment loss is recognised

for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs to sell or its value-in-

use. Refer to accounting policy (l) for the Group’s impairment policy for goodwill.

(ii) Financial assets

Financial assets held at amortised cost are impaired using an expected credit loss model.

The model splits financial assets into performing, underperforming and non-performing

categories based on changes in credit quality since initial recognition. At initial recognition

financial assets are considered to be performing. They become underperforming where there

has been a significant increase in credit risk since initial recognition, and non-performing when

there is objective evidence of impairment. 12 months of expected credit losses are recognised

within expenses in the statement of comprehensive income and netted against the financial

asset in the statement of financial position for all performing financial assets, with lifetime

expected credit losses recognised for underperforming and non-performing financial assets.

Expected credit losses are based on the historic levels of loss experienced for the relevant

financial assets, with due consideration given to forward-looking information.

The most significant category of financial assets held at amortised cost for the Group are

business loans to Partners, which are explained in more detail in Note 15. The significant

increase in credit risk which triggers the move from performing to underperforming for these

assets is when they are more than 30 days past due, in line with the presumption set out in

IFRS 9 Financial Instruments, or when the loan facility has expired and is in the process of being

renegotiated. Business loans to Partners are classified as non-performing when the loan is to

a Partner who has left the St. James’s Place Partnership, or when the loan is to a Partner whom

management considers to be at significant risk of leaving the Partnership and where an orderly

settlement of debt is considered to be in question. The definition of non-performing loans in this

context is a critical accounting judgement, about which more information is set out in Note 2.

(ag) Foreign currency translation

The Group’s presentation and the Company’s functional currency is pounds Sterling.

The statement of comprehensive income and statement of cash flows for foreign subsidiaries

are translated into the Group’s presentation currency using exchange rates prevailing at the

date of the transaction. The statement of financial position for foreign subsidiaries is translated

at the year-end exchange rate. Exchange rate differences arising from these translations are

taken to the statement of comprehensive income.

Foreign currency transactions are translated into pounds Sterling using the exchange rate

prevailing at the date of the transactions. Monetary assets and liabilities denominated in

foreign currencies are translated using the rate of exchange ruling at the reporting date and

the gain or losses on translation are recognised in the statement of comprehensive income.

Non-monetary assets and liabilities which are held at historical cost are translated using

exchange rates prevailing at the date of the transaction; those held at fair value are translated

using exchange rates ruling at the date on which the fair value was determined.

(ah) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided

to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker, responsible for

allocating resources and assessing performance of the operating segments, has been

identified as the Group Executive Committee.

(ai) Current and non‑current disclosure

Assets which are expected to be recovered or settled no more than 12 months after the reporting

date are disclosed as current within the Notes to the financial statements. Those expected to be

recovered or settled more than 12 months after the reporting date are disclosed as non-current.

Liabilities which are expected or due to be settled no more than 12 months after the reporting

date are disclosed as current within the Notes to the financial statements. Those liabilities which

are expected or due to be settled more than 12 months after the reporting date are disclosed

as non-current.

(aj) Alternative performance measures

Within the financial statements, a number of alternative performance measures (APMs) are

disclosed. An APM is a measure of financial performance, financial position or cash flows which

is not defined by the relevant financial reporting framework, which for the Group is International

Financial Reporting Standards as adopted by the UK Endorsement Board. APMs are used to

provide greater insight into the performance of the Group and the way it is managed by the

Directors. A definition of each of the APMs is included in the glossary of alternative performance

measures section, which explains why it is used and, where applicable, explains how the

measure can be reconciled to the IFRS financial statements.

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

2. Critical accounting estimates and judgements in applying

accounting policies

Estimates

Critical accounting estimates are those which give rise to a significant risk of material

adjustment to the balances recognised in the financial statements within the next 12 months.

The Group’s critical accounting estimates relate to:

  determining the value of insurance contract liabilities and reinsurance assets

  determining the fair value of investment property

  determining the fair value of Level 3 fixed income securities and equities

  determining the value of the Ongoing Service Evidence provision.

Estimates are also applied in calculating other assets of the financial statements, including

determining the value of deferred tax assets, investment contract benefits, the operational

readiness prepayment and other provisions.

Determining the value of insurance contract liabilities and reinsurance assets

In accordance with IFRS 17, the Group has used the following assumptions in the calculation

of insurance contract liabilities and reinsurance assets:

  the assumed rate of investment return, which is based on current risk-free swap rates

  the mortality and morbidity rates, which are based on the results of an investigation of

experience during the year

  the level of expenses, which for the year under review is based on actual expenses in 2025

and expected rates in 2026 and over the long term

  the lapse assumption, which is set based on an investigation of experience during the year

  the risk adjustment, which is determined using a cost of capital approach with a 3% charge

(2024: 3%). There has been no change during the year.

Further details of the valuation of insurance contract liabilities and reinsurance assets,

including sensitivity analysis, are set out in Note 17.

Determining the fair value of investment property

In accordance with IAS 40, the Group initially recognises investment properties at cost, and

subsequently remeasures its portfolio to fair value in the statement of financial position. Fair

value is determined at least monthly by professional external valuers. It is based on anticipated

market values for the properties in accordance with the guidance issued by the Royal Institution

of Chartered Surveyors (RICS), being the estimated amount that would be received from a sale

of the assets in an orderly transaction between market participants.

The valuation of investment property is inherently subjective as it requires, among other factors,

assumptions to be made regarding the ability of existing tenants to meet their rental obligations

over the entire life of their leases, the estimation of the expected rental income into the future,

the assessment of a property’s potential to remain as an attractive technical configuration to

existing and prospective tenants in a changing market and a judgement on the attractiveness

of a building, its location and the surrounding environment. Wherever appropriate, sustainability

and environmental matters are an integral part of the valuation approach. In a valuation

context, sustainability encompasses a wide range of physical, social, environmental and

economic factors that can affect value. The range of issues includes key environmental risks,

such as flooding, energy efficiency and climate, as well as design, configuration, accessibility,

legislation, management and fiscal considerations and, additionally, current and historical land

use. As such, investment properties are classified as Level 3 in the IFRS 13 fair value hierarchy

because they are valued using techniques which are not based on observable inputs.

During the prior year, SJP announced the decision to wind down the Property Unit Trust and

remove the Property Life and Pension fund options. The process of determining the fair value of

investment property remains unchanged.

Further details of the valuation of investment properties, including sensitivity analysis, are set

out in Note 20.

Determining the fair value of Level 3 fixed income securities and equities

In accordance with IFRS 9, the Group elects to classify its portfolio of policyholder fixed income

securities at fair value through profit and loss to match the accounting for policyholder liabilities.

Its portfolio of equities is required to be held at fair value through profit and loss. As a result,

all fixed income securities and equities are held at fair value, with the best evidence of the

fair value at initial recognition typically being the transaction price, i.e. the fair value

of the consideration given or received.

A number of investments are held in private credit and private equity assets, which are

recognised within fixed income securities and within equities, respectively, on the consolidated

statement of financial position. The fair value of these assets is determined following a monthly

valuation process which uses two different valuation models and includes verification by

professional external valuers. The models use suitable market comparatives and an estimate

of future cash flows expected to flow from the issuing entity.

The valuations are inherently subjective as they require a number of assumptions to be made,

such as determining which entities provide suitable market comparatives and their relevant

performance metrics (for example earnings before interest, tax, depreciation and amortisation),

determining appropriate discount rates and cash flow forecasts to use in models, the weighting

to apply to each valuation methodology, and the point in the range of valuations to select as

the fair value. As the inputs to the valuation models are unobservable, the investments in

private credit and private equity assets are classified as Level 3 in the IFRS 13 fair value hierarchy.

Further details about the valuation models, including sensitivity analysis, is set out in Note 20.

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Strategic report

Governance

Other information

Financial statements

2. Critical accounting estimates and judgements in applying

accounting policies

continued

Determining the value of the Ongoing Service Evidence provision

The Group has committed to review the sub-population of clients that has been charged for

ongoing advice services since the start of 2018 but where the evidence of delivery falls below

the acceptable standard.

In accordance with IAS 37, the Group has quantified the Ongoing Service Evidence provision as

the best estimate of the amount necessary to settle the present obligation, taking into account

the associated risks and uncertainties.

The provision is based on an extrapolation of the experience of a representative cohort of

clients. The period for the review has been determined by the Group to commence from 2018

following an assessment of the regulatory regime in force during this period and the

requirement to retain evidence of delivery for this period of time.

During the year, following the FCA’s new industry guidance around ongoing financial advice

services, issued in February 2025, the Group revised the redress methodology. The Group have

updated the assumptions to reflect experience from the project to date, which includes a larger

representative cohort of clients.

Key estimates and assumptions in assessing the estimated value are:

  extrapolation from a representative cohort – that the assessment, of a representative cohort

of client records, can be extrapolated to the wider review population

  opt-In response rate – the response rate by clients to an invitation to join the review, taking

into account internal and industry experience

  administration costs – that in-house historic experience and wider market experience of

similar exercises can be used to estimate the cost to fulfil the exercise.

Further details of the provision, including sensitivity analysis, are set out in Note 18.

Judgements

The primary areas in which the Group has applied judgement are as follows:

Consolidation

Entities are consolidated within the Group financial statements if they are controlled by

the Group. Control exists if the Group is exposed to, or has rights to, variable returns from

its involvement with the entity and the Group has the ability to affect those returns through

its power over the entity. Significant judgement can be involved in determining whether the

Group controls an entity, such as in the case of the structured entity set up for the Group’s

securitisation transaction, SJP Partner Loans No.1 Limited, and for the Group’s unit trusts.

A structured entity is one that has been designed so that voting or similar rights are not the

dominant factor in deciding who controls the entity. As a result, factors such as whether a

Group entity is able to direct the relevant activities of the entity and the extent to which the

Group is exposed to variability of returns are considered. In the case of SJP Partner Loans No.1

Limited, it was determined that the Group does control the entity and hence it is consolidated.

This is due to an entity in the Group holding the junior tranche of loan notes, hence being

subject to variability of returns, and the same entity being able to direct the relevant activities

of the structured entity through its role of servicer to the securitised portfolio.

Unit trusts are consolidated when the Group holds more than 30% of the units in that unit trust.

This is the threshold at which the Group is considered to achieve control, having regard to

factors such as:

  the scope of decision-making authority held by St. James’s Place Unit Trust Group Limited,

the unit trust manager

  rights held by external parties to remove the unit trust manager

  the Group’s exposure to variable returns through its holdings in the unit trusts and its ability

to influence the unit trust manager’s remuneration.

Determining non‑performing business loans to Partners

Business loans to Partners are considered to be non-performing (Stage 3), in the context

of the definition prescribed by IFRS 9, if they are in default. This is defined as a loan to either:

  a Partner who has left the St. James’s Place Partnership; or

  a Partner whom management considers to be at significant risk of leaving the Partnership

and where an orderly settlement of debt is considered to be in question.

Determining the derecognition of business loans to Partners

Business loans to Partners are derecognised, in the context of the definition prescribed

by IFRS 9, when:

  the assets have been sold to a third-party

  there is an obligation to pay received cash flows in full without material delay to a third-

party under a ‘pass-through’ arrangement

  the originator has transferred substantially all the risks and rewards of owning the assets.

See Note 15 for further information on the derecognition of business loans to Partners.

148

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Other information

Financial statements

3. Segment reporting

IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal

reports about components of the Group that are regularly reviewed by the Board, in order to

allocate resources to each segment and assess its performance.

The Group’s only reportable segment under IFRS 8 is a ‘wealth management’ business –

providing support to our clients through our network of advisers providing valuable face-to-

face financial advice, and financial solutions including (but not limited to) wealth management

products manufactured in the Group, such as insurance bonds, pensions, unit trust and ISA

investments, and a DFM service.

Separate geographical segmental information is not presented since the Group does not

segment its business geographically. Most of its customers are based in the United Kingdom,

as is management of the assets. In particular, the operation based in AME is not yet sufficiently

material for separate consideration.

Segment revenue

Revenue received from fee and commission income is set out in Note 4, which details the

different types of revenue received from our wealth management business.

Segment profit

Two separate measures of profit are monitored by the Board. These are the post-tax Underlying

cash result and the pre-tax European Embedded Value (EEV) profit. Further details can be found

within the glossary of alternative performance measures section.

Underlying cash result

The measure of cash profit monitored by the Board is the post-tax Underlying cash result.

For further information please refer to the glossary of alternative performance measures section.

More detail is provided in section 2.2 of the financial review.

The Cash result should not be confused with the IFRS consolidated statement of cash flows,

which is prepared in accordance with IAS 7.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Underlying cash result after tax	462.3	447.2
Ongoing Service Evidence provision	82.1	–
Movement in DAC/DIR/PVIF	35.2	(0.1)
Impact of policyholder tax asymmetry (see Note 4) 1	(35.4)	(38.9)
Equity-settled share-based payments	(19.2)	(11.2)
Impact of deferred tax	8.0	(9.0)
Other	(1.6)	10.4
IFRS profit after tax	531.4	398.4
Shareholder tax	165.3	137.5
Profit before tax attributable to shareholders’ returns	696.7	535.9
Tax attributable to policyholder returns	638.5	513.2
IFRS profit before tax	1,335.2	1,049.1

1 Further information on policyholder tax asymmetry can also be found in the Glossary.

EEV operating profit

EEV operating profit is monitored by the Board. Further details on the EEV operating profit can be

found within the glossary of alternative performance measures section.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
EEV operating profit before tax after exceptional items	1,829.8	1,045.0
Investment return variance	709.4	533.7
Economic assumption changes	37.4	23.5
EEV profit before tax	2,576.6	1,602.2
Adjustments to IFRS basis:
Deduct: amortisation of purchased value of in-force business	(3.2)	(3.2)
Movement of balance sheet life value of in-force business (net of tax)	(383.8)	(354.5)
Movement of balance sheet unit trust and DFM value of in-force
business (net of tax)	(438.2)	(345.4)
Movement of balance sheet other value of in-force business
(net of tax)	(583.5)	(291.4)
Tax on movement in value of in-force business	(471.2)	(71.8)
Profit before tax attributable to shareholders’ returns	696.7	535.9
Tax attributable to policyholder returns	638.5	513.2
IFRS profit before tax	1,335.2	1,049.1

The movement in life, unit trust and DFM, and other value of in-force business is the difference

between the opening and closing discounted value of the profits that will emerge from the

in-force book over time, after adjusting for DAC and DIR impacts which are already included

under IFRS.

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Financial statements

3. Segment reporting continued

Segment assets

Funds under management (FUM)

FUM, as reported in section 1 of the financial review, is the measure of segment assets which

is monitored on a monthly basis by the Board.

	31 December	31 December
	2025	2024
	£’Million	£’Million
Investment bond	44,120.0	39,180.0
Pension	119,940.0	101,980.0
UT/ISA and DFM	55,950.0	49,050.0
Total FUM	220,010.0	190,210.0
Exclude client and third-party holdings
in non-consolidated unit trusts and DFM	(4,038.9)	(4,183.3)
Other	3,693.7	3,923.7
Gross assets held to cover unit liabilities	219,664.8	189,950.4
IFRS intangible assets	326.5	335.1
Shareholder gross assets	4,886.2	4,589.6
Total assets	224,877.5	194,875.1

Other represents liabilities included within the underlying unit trusts. The unit trust liabilities form

a reconciling item between total FUM, which is reported net of these liabilities, and total assets,

which exclude these liabilities.

More detail on IFRS intangible assets and shareholder gross assets is provided on page 211.

4. Fee and commission income

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Advice charges (post RDR)	1,396.0	1,089.2
Third-party fee and commission income	142.0	131.3
Wealth management fees	1,149.7	1,234.1
Investment management fees	276.6	74.5
Fund tax deductions	638.5	513.2
Policyholder tax asymmetry	(35.4)	(38.9)
Discretionary fund management fees	22.6	23.4
Fee and commission income before DIR amortisation	3,590.0	3,026.8
Amortisation of DIR	176.4	137.1
Total fee and commission income	3,766.4	3,163.9

Advice charges are received from clients for the provision of initial and ongoing advice

in relation to a post-Retail Distribution Review (RDR) investment into a St. James’s Place

or third-party product.

Third-party fee and commission income is received from the product provider where

an investment has been made into a third-party product.

Wealth management fees represent charges levied on manufactured business.

Investment management fees are received from clients for the provision of investment

management. Broadly, investment management fees are matched by investment

management expenses.

Fund tax deductions represent amounts credited to, or deducted from, the life insurance

business to match policyholder tax credits or charges. Market conditions will impact the level

of fund tax deductions. This may lead to significant year-on-year movements when markets

are volatile.

Life insurance tax incorporates a policyholder tax element, and the financial statements of a

life insurance group need to reflect the liability to HMRC, with the corresponding deductions

incorporated into policy charges (‘Fund tax deductions’ in the table on the left). The tax liability

to HMRC is assessed using IAS 12 Income Taxes, which does not allow discounting, whereas the

policy charges are designed to ensure fair outcomes between clients and so reflect a wide

range of possible outcomes. This gives rise to different assessments of the current value of

future cash flows and hence an asymmetry in the IFRS consolidated statement of financial

position between the deferred tax position and the offsetting client balance. The net tax

asymmetry balance reflects a temporary position, and in the absence of market volatility we

expect it will unwind as future cash flows become less uncertain and are ultimately realised.

External market conditions drive the movement in the policyholder tax asymmetry balances.

Net market gains in the year to 31 December 2025 have resulted in a negative policyholder

tax asymmetry.

Discretionary fund management fees are received from clients for the provision of DFM services.

Where an investment has been made in a St. James’s Place product, the initial product charge is

deferred and recognised as a deferred income liability. This liability is extinguished, and income

recognised, over the expected life of the investment. The income is the amortisation of DIR in the

table on the left.

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Financial statements

5. Expenses

The following items are included within the expenses disclosed in the statement of

comprehensive income:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Payments to Partners	1,347.6	1,134.8
Fees payable to the Company’s auditors and its associates:
For the audit of the Company and consolidated financial statements	0.5	0.5
For other services:
– Audit of the Company’s subsidiaries (excluding unit trusts)	0.9	0.8
– Audit of the Company’s unit trusts	0.9	0.8
– Audit-related assurance services	0.8	0.7
– Other assurance services	0.2	0.2
Total fees payable to the Company’s auditors and its associates	3.3	3.0
Employee costs:
Wages and salaries	267.1	255.5
Social security costs	37.8	29.2
Other pension costs	21.8	21.7
Cost of employee share awards and options	20.2	11.3
Total employee costs	346.9	317.7
Average monthly number of persons employed by the Group
during the year	3 ,102	3,206

Included within fees payable to the Company’s auditors and its associates for audit-related

assurance services is £0.2 million (2024: £0.2 million) for non-audit services as defined by the

Group’s policy on auditor independence.

The above employee costs information includes Directors’ remuneration. Full details of the

Directors’ remuneration, share options, pension entitlements and interests in shares are

disclosed in the Directors’ remuneration report, and further information is also provided below.

All pension costs related to defined contribution schemes and cash supplements in lieu

of contributions to defined contribution pension schemes. At 31 December 2025, the number

of Directors to whom retirement benefits are accruing, including those receiving a cash

supplement in lieu of contributions to defined contribution pension schemes, is two (2024: two),

with the total cost being £0.2 million (2024: £0.1 million).

The number of Directors who exercised options over shares in the Company during the

year is nil (2024: nil). The number of Directors in respect of whose qualifying services shares

were receivable under long-term incentive schemes is two (2024: three), and the total

amount receivable by the Directors under long-term incentive schemes is £0.3 million

(2024: £0.4 million). The aggregate gains made by Directors on the exercise of share

options and the receipt of deferred bonus plan shares during the year was £nil (2024: £nil).

6. Investment return and movement in investment contract benefits

The majority of the business written by the Group is unit-linked investment business, and so

investment contract benefits are measured by reference to the underlying net asset value of

the Group’s unitised investment funds. As a result, investment return on the unitised investment

funds and the movement in investment contract benefits are linked.

Investment return

	Year ended	Year ended
	31 December	31 December
	2025	2024
Attributable to unit-linked investment contract benefits:	£’Million	£’Million
Rental income	37.9	60.8
Loss on revaluation of investment properties	(7.4)	(3.3)
Net investment return on financial instruments classified at fair value through profit and loss	20,024.1	15,594.6
	20,054.6	15,652.1
Income attributable to third-party holdings in unit trusts	6,230.9	7,036.4
Investment return on net assets held to cover unit liabilities	26,285.5	22,688.5
Net investment return on financial instruments classified at fair value through profit and loss	86.4	95.6
Net investment return on financial instruments held at amortised cost	(0.1)	1.2
Investment return on shareholder assets	86.3	96.8
Total investment return	26,371.8	22,785.3

Included in the net investment return on financial instruments classified as fair value through

profit and loss, within investment return on net assets held to cover unit liabilities, is dividend

income of £2,112.3 million (2024: £1,576.7 million).

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Other information

Financial statements

6. Investment return and movement in investment contract benefits

continued

Movement in investment contract benefits

	2025	2024
	£’Million	£’Million
Balance at 1 January	141,038.8	123,149.8
Deposits	16,858.3	14,451.6
Withdrawals	(12,752.0)	(10,778.2)
Movement in unit-linked investment contract benefits	20,054.6	15,652.1
Fees and other adjustments	(1,471.0)	(1,436.5)
Balance at 31 December	163,728.7	141,038.8
Current	7,826.1	6,762.1
Non-current	155,902.6	134,276.7
	163,728.7	141,038.8
Movement in unit liabilities
Unit-linked investment contract benefits	20,054.6	15,652.1
Third-party unit trust holdings	6,230.9	7,036.4
Movement in investment contract benefits in the consolidated statement of comprehensive income	26,285.5	22,688.5

See accounting policy (ai) for further information on the current and non-current disclosure.

7. Insurance revenue

	Year ended	Year ended
	31 December	31 December
	2025	2024
Amounts relating to changes in liabilities for remaining coverage	£’Million	£’Million
– Expected incurred claims and other insurance service expenses	22.2	23.2
– Change in risk adjustment for non-financial risk for risk expired	0.5	0.6
– CSM recognised for services provided	1.5	1.4
Total insurance revenue	24.2	25.2

8. Insurance service expenses

	Year ended	Year ended
	31 December	31 December
	2025	2024
Amounts relating to changes in liabilities for remaining coverage	£’Million	£’Million
– Incurred claims and other insurance service expenses	(22.6)	(21.8)
Total insurance services expenses	(22.6)	(21.8)

9. Finance income and finance costs

The following items are included within other finance income disclosed in the statement of

comprehensive income:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Interest received on cash and cash equivalents	18.0	15.5
Interest received on business loans to Partners	46.0	43.0
Finance income	64.0	58.5
Interest paid on external borrowings	(24.0)	(33.0)
Interest paid on lease liabilities	(2.8)	(3.2)
Other interest paid	(2.1)	(0.2)
Finance costs	(28.9)	(36.4)

Finance income represents the interest received on shareholder cash and cash equivalents

and business loans to Partners. See Note 15 for further information on business loans to Partners.

Finance costs represent the cost of interest charges on the Group’s external borrowings and the

interest charge on the Group’s lease liabilities.

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Financial statements

10. Income and deferred taxes

Tax for the year

	Year ended	Year ended
	31 December	31 December
	2025	2024
Current tax	£’Million	£’Million
UK corporation tax
– Current year charge	513.4	330.7
– Adjustment in respect of prior year	2.2	1.9
Overseas taxes
– Current year charge	12.2	17.0
– Adjustment in respect of prior year	0.1	(0.3)
Deferred tax	527.9	349.3
Unrealised capital gains in unit-linked funds	285.5	261.6
Unrelieved expenses
– Utilisation in the year	7.1	8.9
DAC, DIR and PVIF	(1.6)	(5.3)
Share-based payments	(13.3)	(5.3)
Renewal income assets	(3.1)	(3.9)
Fixed asset timing differences	–	0.5
UK trading losses	–	40.8
Other items	3.4	3.8
Transitional adjustment	(1.1)	3.4
Adjustment in respect of prior year	(1.0)	(3.1)
	275.9	301.4
Total tax charge for the year	803.8	650.7
Attributable to:
– Policyholders	638.5	513.2
– Shareholders	165.3	137.5
	803.8	650.7

The adjustment in respect of prior year of £2.3 million charge in current tax on the left represents

a £3.4 million charge in respect of policyholder tax (2024: £2.4 million charge) and a credit of

£1.1 million in respect of shareholder tax (2024: £0.8 million credit). The adjustment in respect

of prior year of £1.0 million credit in deferred tax on the left represents £nil in respect of

policyholder tax (2024: £0.1 million credit) and a credit of £1.0 million in respect of shareholder

tax (2024: £3.0 million credit).

In arriving at the profit before tax attributable to shareholders’ returns, it is necessary to

estimate the distribution of the total tax charge/(credit) between that payable in respect

of policyholders and that payable by shareholders. Shareholder tax is estimated by making

an assessment of the effective rate of tax that is applicable to the shareholders on the profits

attributable to shareholders. This is calculated by applying the appropriate effective corporate

tax rates to the shareholder profits. The remainder of the tax charge/(credit) represents tax on

policyholders’ investment returns. This calculation method is consistent with the legislation

relating to the calculation of tax on shareholder profits.

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Financial statements

10. Income and deferred taxes continued

Reconciliation of tax charge to expected tax

	Year ended		Year ended
	31 December		31 December
	2025		2024
	£’Million		£’Million
Profit before tax	1,335.2		1,049.1
Tax attributable to policyholders’ returns	(638.5)		(513.2)
Profit before tax attributable to shareholders’
returns	696.7		535.9
Shareholder tax charge at corporate tax rate of 25% (2024: 25%)	174.2	25%	134.0	25%
Adjustments:
Lower rates of corporation tax
in overseas subsidiaries	(3.2)	(0.5%)	(1.2)	(0.2%)
Expected shareholder tax	171.0	24.5%	132.8	24.8%
Effects of:
Non-taxable income	(0.4)		(0.4)
Adjustment in respect of prior year
– Current tax	(1.1)		(0.8)
– Deferred tax	(1.0)		(3.1)
Differences in accounting and tax bases
in relation to employee share schemes	(12.2)		(3.1)
Disallowable expenses	5.9		6.1
Change in accounting base – Hong Kong	–		4.2
Provision for future liabilities	–		(0.6)
Tax losses not recognised	0.5		2.4
Other	2.6		–
	(5.7)	(0.8%)	4.7	0.9%
Shareholder tax charge	165.3	23.7%	137.5	25.7%
Policyholder tax charge	638.5		513.2
Total tax charge for the year	803.8		650.7

Tax calculated on profit before tax at 25.0% (2024: 25.0%) would amount to a charge of

£333.8 million (2024: £262.3 million charge). The difference of £470.0 million (2024: £388.4 million)

between this number and the total tax charge of £803.8 million (2024: £650.7 million charge)

is made up of the reconciling items above which total a credit of £8.9 million (2024: £3.5 million

charge) and the effect of the apportionment methodology on tax applicable to policyholder

returns of £478.9 million (2024: £384.9 million).

Tax paid in the year

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Current tax charge for the year	527.9	349.3
Payments to be made in future years in respect of current year	(26.2)	(22.9)
Payments made in current year in respect of prior years	22.5	0.6
Other	0.3	(0.9)
Tax paid	524.5	326.1
Tax paid can be analysed as:
– Taxes paid in UK	404.3	252.4
– Taxes paid in overseas jurisdictions	5.4	5.9
– Withholding taxes suffered on investment income received	114.8	67.8
Total	524.5	326.1

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Financial statements

10. Income and deferred taxes continued

Deferred tax balances

Deferred tax assets

		Credit/(charge) to the statement					Expected
		of comprehensive income					utilisation period
	As at	Utilised and			Reanalysis	As at	As at
	1 January	created	Total	Impact of	from deferred	31 December	31 December
	2025	in year	credit/(charge)	acquisitions	tax liabilities	2025	2025
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Deferred acquisition costs (DAC)	0.9	0.5	0.5	–	(17.3)	(15.9)	14 years
Deferred income (DIR)	1.7	(3.6)	(3.6)	–	29.2	27.3	14 years
Fixed asset temporary differences	–	0.6	0.6	–	0.3	0.9	6 years
Renewal income assets	–	3.1	3.1	(3.9)	(17.3)	(18.1)	20 years
Share-based payments	–	13.2	13.2	0.4	10.1	23.7	3 years
Other temporary differences	0.1	(2.9)	(2.9)	–	(4.9)	(7.7)	–
Total	2.7	10.9	10.9	(3.5)	0.1	10.2

			(Charge)/credit to the statement				Expected
		of comprehensive income					utilisation period
	As at	Utilised and			Reanalysis to	As at	As at
	1 January	created	Total	Impact of	deferred tax	31 December	31 December
	2024	in year	(charge)/credit	acquisitions	liabilities	2024	2024
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Deferred acquisition costs (DAC)	(18.6)	0.1	0.1	–	19.4	0.9	14 years
Deferred income (DIR)	35.1	(0.1)	(0.1)	–	(33.3)	1.7	14 years
Fixed asset temporary differences	1.3	–	–	–	(1.3)	–	6 years
Renewal income assets	(19.9)	–	–	–	19.9	–	20 years
Share-based payments	4.8	–	–	–	(4.8)	–	3 years
UK trading losses	36.1	(36.1)	(36.1)	–	–	–	–
Other temporary differences	(2.3)	–	–	–	2.4	0.1	–
Total	36.5	(36.1)	(36.1)	–	2.3	2.7

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Financial statements

10. Income and deferred taxes continued

Deferred tax liabilities

			Charge/(credit) to the
			statement of comprehensive				Expected
			income				utilisation period
	As at	Utilised and	Total		Reanalysis to	As at	As at
	1 January	created	charge/	Impact of	deferred tax	31 December	31 December
	2025	in year	(credit)	acquisitions	assets	2025	2025
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Deferred acquisition costs (DAC)	24.1	(3.8)	(3.8)	–	(17.3)	3.0	14 years
Deferred income (DIR)	(30.1)	(0.1)	(0.1)	–	29.2	(1.0)	14 years
Purchased value of in-force business (PVIF)	1.2	(0.8)	(0.8)	–	–	0.4	1 year
Unrealised capital gains on life insurance (BLAGAB) assets backing unit liabilities	684.9	285.5	285.5	–	–	970.4	6 years
Unrelieved expenses on life insurance business	(17.3)	7.1	7.1	–	0.1	(10.1)	3 years
Fixed asset temporary differences	(0.4)	–	–	–	0.4	–	6 years
Renewal income assets	17.4	(0.1)	(0.1)	0.1	(17.3)	0.1	20 years
Share based payments	(10.1)	–	–	–	10.1	–	3 years
Transitional adjustment	5.0	(1.1)	(1.1)	(0.4)	(0.3)	3.2	3 years
Other temporary differences	4.7	0.1	0.1	0.2	(4.8)	0.2
Total	679.4	286.8	286.8	(0.1)	0.1	966.2

			Charge/(credit) to the
			statement of comprehensive				Expected
			income				utilisation period
	As at	Utilised and	Total		Reanalysis	As at	As at
	1 January	created	charge/	Impact of	from deferred	31 December	31 December
	2024	in year	(credit)	acquisitions	tax assets	2024	2024
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Deferred acquisition costs (DAC)	12.3	(7.6)	(7.6)	–	19.4	24.1	14 years
Deferred income (DIR)	–	3.2	3.2	–	(33.3)	(30.1)	14 years
Purchased value of in-force business (PVIF)	2.0	(0.8)	(0.8)	–	–	1.2	2 years
Unrealised capital gains on life insurance (BLAGAB) assets backing unit liabilities	423.4	261.5	261.5	–	–	684.9	6 years
Unrelieved expenses on life insurance business	(26.2)	8.9	8.9	–	–	(17.3)	4 years
Fixed asset temporary differences	–	0.9	0.9	–	(1.3)	(0.4)	6 years
Renewal income assets	–	(2.5)	(2.5)	–	19.9	17.4	20 years
Share based payments	–	(5.3)	(5.3)	–	(4.8)	(10.1)	3 years
Transitional adjustment	–	3.4	3.4	–	1.6	5.0	4 years
Other temporary differences	0.2	3.6	3.6	0.1	0.8	4.7
Total	411.7	265.3	265.3	0.1	2.3	679.4

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

10. Income and deferred taxes continued

Appropriate investment income, gains or profits are expected to arise against which the tax

assets can be utilised. Whilst the actual rates of utilisation will depend on business growth

and external factors, particularly investment market conditions, they have been tested for

sensitivity to experience and are resilient to a range of reasonably foreseeable scenarios.

At the reporting date there were unrecognised deferred tax assets of £20.9 million (2024: £19.4 million)

in respect of £127.7 million (2024: £116.7 million) of losses in companies where appropriate profits

are not considered probable in the forecast period. These losses primarily relate to the Group’s

Asia-based businesses and can be carried forward indefinitely.

Future tax changes

In the UK Autumn Budget 2025, the government announced an increase to the rate of

income tax in relation to savings income from 20% to 22% for the savings basic rate band,

with effect from 1 April 2027. This change has yet to be substantively enacted and as a result

no remeasurement of deferred tax balances have taken place at 2025 year end. There remains

some uncertainty regarding the application of this change specifically in respect of life policies

so we continue to monitor developments. The potential impact, at 31 December 2025 of a

remeasurement in deferred tax would be a £71.3m policyholder tax charge as a result of an

increase to the deferred tax liabilities.

Global minimum tax – Pillar two

The SJP Group is subject to the Global minimum tax rules introduced by the Organisation for

Economic Co-operation and Development (OECD) in 2024 and adopted into local legislation

of various territories in which the Group operates, including the UK and Ireland. The group is

subject to a domestic top-up tax in relation to its operations in Ireland, where the statutory

corporate tax rate is 12.5%. This increases the effective tax rate for the SJP profits arising in

Ireland to 15% and an adjustment of £0.3 million additional Irish tax has been posted in this

respect (year to 31 December 2024: £0.1m charge). A Pillar Two adjustment is not required in

any other location in which SJP operates. The Company has applied the exception afforded

by the International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12), and as such

does not recognise and disclose deferred tax impacts of any future top-up tax.

11. Goodwill, intangible assets, deferred acquisition costs (DAC)

and deferred income (DIR)

			Computer
		Purchased	software and
		value of	other specific
		in-force	software
	Goodwill	business	developments	DAC	DIR
	£’Million	£’Million	£’Million	£’Million	£’Million
Cost
At 1 January 2024	36.6	73.4	65.6	945.8	(1,636.3)
Additions	–	–	5.1	45.2	(115.1)
Disposals	–	–	–	(182.0)	153.0
At 31 December 2024	36.6	73.4	70.7	809.0	(1,598.4)
Additions	–	–	–	50.7	(128.5)
Disposals	–	–	–	(191.0)	165.4
At 31 December 2025	36.6	73.4	70.7	668.7	(1,561.5)
Accumulated amortisation and impairment
At 1 January 2024	3.0	65.4	37.6	641.4	(1,144.8)
Charge for the year	10.3	3.2	22.4	63.4	(137.1)
Eliminated on disposal	–	–	–	(182.0)	153.0
At 31 December 2024	13.3	68.6	60.0	522.8	(1,128.9)
Charge for the year	4.8	3.2	4.2	52.8	(176.4)
Eliminated on disposal	–	–	–	(191.0)	165.4
At 31 December 2025	18.1	71.8	64.2	384.6	(1,139.9)
Carrying value
At 1 January 2024	33.6	8.0	28.0	304.4	(491.5)
At 31 December 2024	23.3	4.8	10.7	286.2	(469.5)
At 31 December 2025	18.5	1.6	6.5	284.1	(421.6)
Current	–	1.6	3.5	42.1	(150.5)
Non-current	18.5	–	3.0	242.0	(271.1)
Outstanding amortisation period
At 31 December 2024	N/A	1 year	5 years	14 years	6 to 14 years
At 31 December 2025	N/A	1 year	5 years		14 years 6 to 14 years

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

11. Goodwill, intangible assets, deferred acquisition costs (DAC)

and deferred income (DIR)

continued

Goodwill

Goodwill is reviewed at least annually for impairment, or when circumstances or events

indicate there may be uncertainty over its value. The recoverable amount has been based on

value-in-use calculations using pre-tax cash flows. Details of the assumptions made in these

calculations are provided below:

Key assumptions based on experience: Value of new business and expenses

Projection period: Five years extrapolated into perpetuity/ten years

Pre-tax discount rate based on

a risk-free rate plus a risk margin: 7.8% to 10.8% (2024: 7.8% to 10.8%)

It is considered that no reasonably possible levels of change in the key assumptions

would result in a material impairment of the goodwill.

Purchased value of in‑force business/DAC/computer software

Amortisation is charged to expenses in the statement of comprehensive income.

Amortisation profiles are reassessed annually.

DIR

Amortisation is credited within fee and commission income in the statement of comprehensive

income. Amortisation profiles are reassessed annually.

12. Property and equipment, including leased assets

	Fixtures, fittings
	and office	Computer	Leased assets:
	equipment	equipment	properties	Total
	£’Million	£’Million	£’Million	£’Million
Cost
At 1 January 2024	63.9	10.0	180.9	254.8
Additions	2.8	0.8	4.8	8.4
Disposals	(2.3)	–	(12.4)	(14.7)
At 31 December 2024	64.4	10.8	173.3	248.5
Additions	0.7	0.4	9.0	10.1
Disposals	(3.3)	–	(9.2)	(12.5)
At 31 December 2025	61.8	11.2	173.1	246.1
Accumulated depreciation
At 1 January 2024	31.8	7.5	62.4	101.7
Charge for the year	6.4	1.6	15.4	23.4
Eliminated on disposal	(2.2)	–	(8.4)	(10.6)
At 31 December 2024	36.0	9.1	69.4	114.5
Charge for the year	5.3	1.0	14.5	20.8
Eliminated on disposal	(2.6)	–	(8.9)	(11.5)
At 31 December 2025	38.7	10.1	75.0	123.8
Net book value
At 1 January 2024	32.1	2.5	118.5	153.1
At 31 December 2024	28.4	1.7	103.9	134.0
At 31 December 2025	23.1	1.1	98.1	122.3
Depreciation period (estimated useful life)
At 31 December 2024	5 to 15 years	3 years	1 to 17 years
At 31 December 2025	5 to 15 years	3 years	1 to 15 years

158

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

13. Leases

This note provides information on leases where the Group is a lessee. For information on leases

where the Group is a lessor, refer to Note 14.

The Group’s leasing activities and how these are accounted for

The Group leases a portfolio of office properties, equipment and vehicles. The exemptions

available under IFRS 16 for low-value or short-term leases have been applied to all leased

equipment and vehicles, and so the leased assets and lease liabilities on the consolidated

statement of financial position, and the depreciation charge for leased assets and interest

expense on lease liabilities in the consolidated statement of comprehensive income, relate

to the Group’s portfolio of office properties only.

Leases are negotiated on an individual basis and hence contain a variety of different terms and

conditions. They contain covenants and restrictions but generally these are standard and to be

expected in a modern, commercial lease created under open-market terms. Typical covenants

include paying the annual rent, insurance premiums, service charge, rates and VAT and keeping

the property in good repair and condition throughout the lease. Typical restrictions include

permitting office use only and not transferring or assigning the lease to a third-party without

the lessor’s consent. There are no residual value guarantees.

The Group is exposed to variability in lease payments, as a number of leases include rent

reviews during the lease term which are linked to an index or to market rates. In accordance

with IFRS 16, these variable lease payments are initially measured based on the index or rate

at the commencement date of the lease. Estimates of future rent changes are not made;

these changes are taken into account in the lease liabilities and leased assets only when

the lease payments change and so the variability is resolved. There are no variable lease

payments which are not linked to an index or to market rates.

The Group has not entered into any sale and leaseback transactions.

Details regarding the accounting policies applied to leases are set out in Note 1: refer to policies

(c)(ii) Lease expenses, (o) Property and equipment and (ab) Other payables.

Amounts recognised in the consolidated statement of financial position

The following amounts are recognised in the consolidated statement of financial position.

	31 December	31 December
	2025	2024
Within the property and equipment balance – refer to Note 12	£’Million	£’Million
Leased assets: properties	98.1	103.9
Within the other payables balance – refer to Note 16
Lease liabilities: properties	100.8	107.2

A movement schedule for leased assets, setting out additions during the year and depreciation

charged, is presented in Note 12. A movement schedule for lease liabilities is presented on

the right.

Amounts recognised in the consolidated statement of comprehensive income

The following amounts relating to leases are recognised within expenses in the consolidated

statement of comprehensive income.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Depreciation charge for leased assets: properties	14.5	15.4
Interest expense on lease liabilities: properties	2.8	3.2
Lease expense relating to short-term leases	0.2	0.3
Lease expense relating to low-value assets	2.7	2.3
Total lease expense for the year	20.2	21.2
Total cash outflow for leases during the year	16.8	17.2

Reconciliation of lease liabilities: properties

The following movement schedule reconciles the opening and closing lease liabilities relating

to properties in the consolidated statement of financial position.

	2025	2024
	£’Million	£’Million
Balance at 1 January	107.2	120.5
Additions	7.7	4.4
Disposals	(0.1)	(3.7)
Interest charged	2.8	3.2
Lease payments made	(16.8)	(17.2)
Balance at 31 December	100.8	107.2

The principal lease payments disclosed in the table below link to the principal lease payments

set out in the consolidated statement of cash flows as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Interest payments	2.8	3.2
Principal lease payments	14.0	14.0
Lease payments made	16.8	17.2

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

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Governance

Other information

Financial statements

14. Financial investments, investment property and cash and

cash equivalents

Financial investments

	31 December	31 December
	2025	2024
	£’Million	£’Million
Equities	147,807.5	130,549.0
Fixed income securities	31,564.1	26,118.5
Investments in Collective Investment Schemes	32,701.9	25,652.7
Total financial investments	212,073.5	182,320.2

Net assets held to cover unit liabilities

Included within the statement of financial position are the following assets and liabilities making

up the net assets held to cover unit liabilities. The assets held to cover unit liabilities are set out

in Adjustment 1 of the IFRS to Solvency II Net Assets Balance Sheet reconciliation on page 211.

	31 December	31 December
	2025	2024
Assets	£’Million	£’Million
Investment property	370.3	892.3
Equities	147,807.5	130,549.0
Fixed income securities	31,553.8	26,109.9
Investment in Collective Investment Schemes	30,298.2	23,458.4
Cash and cash equivalents	5,854.9	5,311.3
Other receivables	871.4	816.7
Derivative financial assets	2,908.7	2,812.8
Total assets	219,664.8	189,950.4
Liabilities
Other payables	1,029.2	692.7
Derivative financial liabilities	2,412.1	3,052.1
Total liabilities	3,441.3	3,744.8
Net assets held to cover linked liabilities	216,223.5	186,205.6
Investment contract benefits	163,728.7	141,038.8
Net asset value attributable to unit holders	51,982.8	44,699.5
Unit-linked insurance contract liabilities	512.0	467.3
Net unit-linked liabilities	216,223.5	186,205.6

Net assets held to cover linked liabilities, and third-party holdings in unit trusts, are considered

to have a maturity of up to one year since the corresponding unit liabilities are repayable and

transferable on demand. See accounting policy (ai) for further information on current and

non-current disclosure.

Investment property

	2025	2024
	£’Million	£’Million
Balance at 1 January	892.3	1,110.3
Capitalised expenditure on existing properties	14.4	15.8
Disposals	(529.0)	(230.5)
Changes in fair value	(7.4)	(3.3)
Balance at 31 December	370.3	892.3

The Group is the lessor for a portfolio of properties which meet the definition of investment

property. The portfolio is held within unit-linked funds, leased out under operating leases, and is

considered current. However, since investment properties are not traded in an organised public

market they are relatively illiquid compared with many other asset classes. There are no

restrictions on the realisability of the Group’s individual properties, or on the remittance of

income or disposal proceeds.

The Group follows various strategies to minimise the risks associated with any rights the Group

retains in the investment properties. These strategies include:

  actively reviewing and monitoring the condition of the properties and undertaking

appropriate repairs, capital works projects and investments

  engaging professional legal advisers in drafting prudent lease terms governing the use

of the properties and engaging specialist asset managers to oversee adherence to these

terms on an ongoing basis

  actively reviewing and monitoring lessee financial covenant positions

  maintaining appropriate and prudent insurance for the properties

  senior management regularly reviewing the investment property portfolio to oversee

diversification and performance, and to maximise value and occupancy rates.

Investment property is valued at least monthly by external chartered surveyors in accordance

with the guidance issued by the Royal Institution of Chartered Surveyors. The investment property

valuation has been prepared using the ‘market approach’ valuation technique: that is, using

prices and other relevant information generated by market transactions involving identical

or comparable (i.e. similar) assets.

The historical cost of investment properties held at 31 December 2025 is £547.5 million

(2024: £987.4 million). This represents the price paid for investment properties, prior to

any subsequent revaluation.

160

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

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Governance

Other information

Financial statements

14. Financial investments, investment property and cash and

cash equivalents

continued

The rental income and direct operating expenses recognised in the consolidated statement

of comprehensive income in respect of investment properties are set out below. All expenses

relate to property generating rental income.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Rental income	37.9	60.8
Direct operating expenses	11.0	9.5

At the year-end contractual obligations to purchase, construct or develop investment property

amounted to £nil (2024: £6.4 million).

Contractual obligations to dispose of investment property amounted to £nil (2024: £28.0 million).

A maturity analysis of undiscounted contractual rental income to be received on an annual

basis for the next five years, and the total to be received thereafter, is set out below.

	31 December	31 December
	2025	2024
Undiscounted contractual rental income to be received in:	£’Million	£’Million
Year 1	20.2	45.7
Year 2	18.3	42.6
Year 3	16.7	38.3
Year 4	15.3	33.8
Year 5	13.0	29.9
Year 6 onwards	132.7	156.2
Total undiscounted contractual rental income to be received	216.2	346.5

Cash and cash equivalents

	31 December	31 December
	2025	2024
	£’Million	£’Million
Cash and cash equivalents not held to cover unit liabilities	329.6	352.6
Balances held to cover unit liabilities	5,854.9	5,311.3
Total cash and cash equivalents	6,184.5	5,663.9

All cash and cash equivalents are considered current.

15. Other receivables

	31 December	31 December
	2025	2024
	£’Million	£’Million
Receivables in relation to unit liabilities excluding policyholder interests	715.3	656.4
Other receivables in relation to life and unit trust business	90.4	55.9
Operational readiness prepayment	228.1	256.3
Advanced payments to Partners	124.3	137.4
Other prepayments and accrued income	34.8	37.8
Business loans to Partners	639.9	557.3
Renewal income assets	119.8	121.0
Miscellaneous	34.7	45.3
Total other receivables on the Solvency II Net Assets Balance Sheet	1,987.3	1,867.4
Policyholder interests in other receivables (see Note 14)	871.4	816.7
Other	2.9	3.3
Total other receivables	2,861.6	2,687.4
Current	1,913.0	1,781.3
Non-current	948.6	906.1
	2,861.6	2,687.4

All items within other receivables meet the definition of financial assets with the exception

of prepayments and advanced payments to Partners. The fair value of those financial assets

held at amortised cost is not materially different from amortised cost.

Receivables in relation to unit liabilities relate to outstanding market trade settlements (sales)

in the life unit-linked funds and the consolidated unit trusts. Other receivables in relation to

insurance and unit trust business primarily relate to outstanding policy-related settlement

timings. Both of these categories of receivables are short-term.

The operational readiness prepayment consists of directly invoiced operational readiness

costs advanced and relates to the Bluedoor administration platform which has been

developed by our key outsourced back-office administration provider. Management has

assessed the recoverability of this prepayment against the expected cost saving benefit of

lower future tariff costs arising from the platform. It is believed that no reasonably possible

change in the assumptions applied within this assessment, notably levels of future business,

the anticipated future service tariffs and the discount rate, would have an impact on the

carrying value of the asset.

Renewal income assets represent the present value of future cash flows associated with

business combinations or books of business acquired by the Group.

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Financial statements

15. Other receivables continued

Business loans to Partners

	31 December	31 December
	2025	2024
	£’Million	£’Million
Business loans to Partners directly funded by the Group	370.1	386.6
Securitised business loans to Partners	269.8	170.7
Total business loans to Partners	639.9	557.3

Business loans to Partners are interest-bearing (linked to Bank of England base rate plus a margin),

repayable in line with the terms of the loan contract and secured against the future income

streams of the respective Partners.

Reconciliation of the business loans to Partners’ opening and closing gross loan balances

		Stage 2:	Stage 3:
	Stage 1:	under-	non-
	performing	performing	performing	Total
	£’Million	£’Million	£’Million	£’Million
Gross balance at 1 January 2025	484.2	48.5	33.1	565.8
Business loans to Partners classification
changes:
– Transfer to underperforming	(10.8)	10.8	–	–
– Transfer to non-performing	(7.1)	(0.3)	7.4	–
– Transfer to performing	19.5	(19.0)	(0.5)	–
New lending activity during the year	175.7	1.9	1.5	179.1
Interest charged during the year	40.5	2.7	2.8	46.0
Repayment activity during the year	(132.4)	(5.9)	(3.5)	(141.8)
Gross balance at 31 December 2025	569.6	38.7	40.8	649.1

		Stage 2:	Stage 3:
	Stage 1:	under-	non-
	performing	performing	performing	Total
	£’Million	£’Million	£’Million	£’Million
Gross balance at 1 January 2024	359.7	44.6	8.5	412.8
Business loans to Partners classification
changes:
– Transfer to underperforming	(19.0)	19.0	–	–
– Transfer to non-performing	(21.0)	(2.5)	23.5	–
– Transfer to performing	16.5	(16.4)	(0.1)	–
New lending activity during the year	215.0	7.8	2.6	225.4
Interest charged during the year	37.4	3.6	2.0	43.0
Repayment activity during the year	(104.4)	(7.6)	(3.4)	(115.4)
Gross balance at 31 December 2024	484.2	48.5	33.1	565.8

Business loans to Partners: provision

The expected loss impairment model for business loans to Partners is based on the levels of

loss experienced in the portfolio, with due consideration given to forward-looking information.

For those business loans to Partners sold to a third-party in 2022, full credit risk was transferred.

The provision held against business loans to Partners as at 31 December 2025 was £9.2 million

(2024: £8.5 million). During the year, £1.7 million of the provision was released (2024: £1.1 million),

£nil was utilised (2024: £3.1 million) and new provisions and adjustments to existing provisions

increased the total by £2.4 million (2024: £7.9 million).

There is no provision held against any other receivables held at amortised cost.

Business loans to Partners as recognised on the statement of financial position

	31 December	31 December
	2025	2024
	£’Million	£’Million
Gross business loans to Partners	649.1	565.8
Provision	(9.2)	(8.5)
Net business loans to Partners	639.9	557.3

Renewal income assets

Movement in renewal income assets

	2025	2024
	£’Million	£’Million
Balance at 1 January	121.0	138.3
Additions	16.2	4.8
Disposals	(0.3)	(0.7)
Revaluation	(17.1)	(21.4)
Balance at 31 December	119.8	121.0

The key assumptions used for the assessment of the fair value of the renewal income are as follows:

	31 December	31 December
	2025	2024
Lapse rate – SJP Partner renewal income 1	5.0% to 15.0%	5.0% to 15.0%
Lapse rate – non-SJP renewal income 1	10.4% to 25.0%	6.5% to 25.0%
Discount rate	17.3%	15.8%

1 Future income streams are projected making use of retention assumptions derived from the Group’s experience of

the business or, where insufficient data exists, from external industry experience. These assumptions are reviewed

on an annual basis.

These assumptions have been used for the analysis of each business combination classified

within renewal income.

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Other information

Financial statements

16. Other payables

	31 December	31 December
	2025	2024
	£’Million	£’Million
Payables in relation to unit liabilities excluding policyholder interests	179.6	216.7
Other payables in relation to life and unit trust business	602.5	590.4
Accrual for ongoing advice fees	267.6	168.9
Other accruals	210.0	138.5
Contract payment	59.9	72.2
Lease liabilities: properties (see Note 13)	100.8	107.2
Other payables in relation to Partner payments	91.5	88.9
Miscellaneous	99.0	62.6
Total other payables on the Solvency II Net Assets Balance Sheet	1,610.9	1,445.4
Policyholder interests in other payables (see Note 14)	1,029.2	692.7
Other (see adjustment 2 on page 211)	15.2	6.2
Total other payables	2,655.3	2,144.3
Current	2,517.0	1,992.5
Non-current	138.3	151.8
	2,655.3	2,144.3

Payables in relation to unit liabilities relate to outstanding market trade settlements (purchases)

in the life unit-linked funds and the consolidated unit trusts. Other payables in relation to

insurance and unit trust business primarily relate to outstanding policy-related settlement

timings. Both of these categories of payables are short-term.

The contract payment of £59.9 million (2024: £72.2 million) represents payments made by

a third-party service provider to the Group as part of a service agreement, which are non-

interest-bearing and repayable over the life of the service agreement. The contract payment

received prior to 2020 is repayable on a straight-line basis over the original 12-year term,

with repayments commencing on 1 January 2017. The contract payment received in 2020 is

repayable on a straight-line basis over 13 years and 4 months, with repayments commencing

on 1 September 2020.

The lease liabilities: properties line item represents the present value of future cash flows

associated with the Group’s portfolio of property leases.

The fair value of financial instruments held at amortised cost within other payables is not

materially different from amortised cost.

Policyholder interests in other payables are short-term in nature and can vary significantly

from period to period due to prevailing market conditions and underlying trading activity.

17. Insurance contract liabilities and reinsurance assets

Risk

Insurance risk arises from inherent uncertainties as to the occurrence, amount and timing of

insurance liabilities. The Group assumes insurance risk by issuing insurance contracts under

which the Group agrees to compensate the client (or other beneficiary) if a specified future

event (the insured event) occurs. The Group insures mortality and morbidity risks but has no

longevity risk as we have never written any annuity business. The Group has a low appetite

for insurance risk, only actively pursuing it where financially beneficial, or in support of

strategic objectives.

Risk	Description	Management
Underwriting	Failure to price appropriately	The Group ceased writing new protection
	for a risk, or the impact of	business in April 2011 and the remaining UK
	anti-selection.	insurance risk is substantially covered by
		quota share reinsurance with a low level of
		retention. Experience is monitored regularly
		and for most business the premium or
		deduction rates can be reviewed.
Epidemic/	An unusually large number	Protection is provided through reinsurance.
disaster	of claims arising from a single	The Group has fully reinsured the UK
	incident or event.	insurance risk.
Expense	Administration costs exceed	Administration is outsourced and a tariff of
	expense allowance.	costs is agreed. The contract is monitored
		regularly to rationalise costs incurred.
		Internal overhead expenses are monitored
		and closely managed.

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Strategic report

Governance

Other information

Financial statements

17. Insurance contract liabilities and reinsurance assets continued

Insurance contract liabilities

Reconciliation of the liability for remaining coverage and the liability for incurred claims

		2025				2024
	Liability for remaining coverage		Liability for		Liability for remaining coverage
	Excluding loss	Loss	incurred		Excluding loss	Loss	Liability for
	component	component	claims	Total	component	component	incurred claims	Total
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Balance at 1 January	504.3	–	14.3	518.6	477.8	–	18.2	496.0
Insurance revenue	(24.2)	–	–	(24.2)	(25.2)	–	–	(25.2)
Insurance service expenses	–	–	22.6	22.6	–	–	21.8	21.8
Finance income from insurance contracts recognised in profit or loss	(0.9)	–	–	(0.9)	(2.1)	–	–	(2.1)
Total changes in the statement of comprehensive income	(25.1)	–	22.6	(2.5)	(27.3)	–	21.8	(5.5)
Investment components excluded from insurance revenue and insurance service expenses	41.4	–	30.4	71.8	25.0	–	46.0	71.0
Premiums received	27.2	–	–	27.2	28.8	–	–	28.8
Claims and other insurance service expenses paid	–	–	(48.9)	(48.9)	–	–	(71.7)	(71.7)
Total cash flows	27.2	–	(48.9)	(21.7)	28.8	–	(71.7)	(42.9)
Balance at 31 December	547.8	–	18.4	566.2	504.3	–	14.3	518.6
Current				90.5				77.8
Non-current				475.7				440.8
				566.2				518.6

164

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

17. Insurance contract liabilities and reinsurance assets continued

Reconciliation of the measurement components

		2025				2024
	Estimates of	Risk adjustment			Estimates of	Risk adjustment
	present value of	for non-			present value of	for non-
	future cash flows	financial risk	CSM	Total	future cash flows	financial risk	CSM	Total
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Balance at 1 January	488.8	4.6	10.9	504.3	463.0	6.0	8.8	477.8
Insurance revenue	(26.3)	(0.4)	2.5	(24.2)	(26.1)	(1.1)	2.0	(25.2)
Finance income from insurance contracts recognised in profit or loss	(0.9)	–	–	(0.9)	(1.9)	(0.3)	0.1	(2.1)
Total changes in the statement of comprehensive income	(27.2)	(0.4)	2.5	(25.1)	(28.0)	(1.4)	2.1	(27.3)
Investment components excluded from insurance revenue and insurance service
expenses	41.4	–	–	41.4	25.0	–	–	25.0
Premiums received	27.2	–	–	27.2	28.8	–	–	28.8
Total cash flows	27.2	–	–	27.2	28.8	–	–	28.8
Balance at 31 December	530.2	4.2	13.4	547.8	488.8	4.6	10.9	504.3
Less than 1 year			0.6				0.6
In 2 to 5 years			2.0				1.8
>5 years			10.8				8.5
Expected recognition of the CSM			13.4				10.9

The analysis above shows the expected recognition of the CSM remaining at the end of the reporting year.

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

17. Insurance contract liabilities and reinsurance assets continued

Reinsurance assets

Reconciliation of the remaining coverage and incurred claims components

		2025			2024
	Remaining	Recoverable		Remaining	Recoverable
	coverage	for claims		coverage	for claims
	component	reinsured	Total	component	reinsured	Total
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Balance at 1 January	4.1	10.8	14.9	6.3	6.7	13.0
Net reinsurance expense	(18.4)	18.0	(0.4)	(22.6)	19.5	(3.1)
Finance (expenses)/income from reinsurance
contracts recognised in profit or loss	(0.8)	–	(0.8)	0.5	–	0.5
Total changes in the statement of comprehensive income	(19.2)	18.0	(1.2)	(22.1)	19.5	(2.6)
Premiums paid	18.0	–	18.0	19.9	–	19.9
Reinsurance recapture	–	–	–	–	–	–
Amounts received from reinsurers relating to incurred claims	–	(20.0)	(20.0)	–	(15.4)	(15.4)
Total cash flows	18.0	(20.0)	(2.0)	19.9	(15.4)	4.5
Balance at 31 December	2.9	8.8	11.7	4.1	10.8	14.9
Current			8.1			10.2
Non-current			3.6			4.7
			11.7			14.9

166

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

17. Insurance contract liabilities and reinsurance assets continued

Reconciliation of the measurement components

		2025				2024
	Estimates of	Risk adjustment			Estimates of	Risk adjustment
	present value of	for non-			present value of	for non-
	future cash flows	financial risk	CSM	Total	future cash flows	financial risk	CSM	Total
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Balance at 1 January	(1.8)	0.7	5.2	4.1	–	1.1	5.2	6.3
Net reinsurance expense	(18.0)	(0.2)	(0.2)	(18.4)	(22.3)	(0.3)	–	(22.6)
Finance (expenses)/income from reinsurance contracts recognised in profit or loss	(0.9)	0.1	–	(0.8)	0.6	(0.1)	–	0.5
Total changes in the statement of comprehensive income	(18.9)	(0.1)	(0.2)	(19.2)	(21.7)	(0.4)	–	(22.1)
Premiums paid	18.0	–	–	18.0	19.9	–	–	19.9
Total cash flows	18.0	–	–	18.0	19.9	–	–	19.9
Balance at 31 December	(2.7)	0.6	5.0	2.9	(1.8)	0.7	5.2	4.1
Less than 1 year			0.1				0.1
In 2 to 5 years			0.6				0.6
>5 years			4.3				4.5
Expected recognition of the CSM			5.0				5.2

All reinsurance contracts are measured using the fair value approach.

The analysis above shows the expected recognition of the CSM remaining at the end of the reporting year.

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

17. Insurance contract liabilities and reinsurance assets continued

Assumptions used in the calculation of insurance contract liabilities and

reinsurance assets

The principal assumptions used in the calculation of insurance contract liabilities and

reinsurance assets are:

Assumption	Description
Interest rate	The valuation interest rate is calculated by reference to the long-term
	risk-free swap rate at the balance sheet date. The specific rates used are
	between 3.4% and 4.5% depending on the tax regime (2024: 3.4% and 4.5%).
Mortality	Mortality is based on Group experience and is set at 65% of the TM/F92 tables
	with an additional loading for smokers.
Morbidity –	Morbidity is based on Group experience. There has been no change during
critical illness	2025	. Sample annual rates per £ for a male non-smoker are:
	Age		Rate
	25		0.063%
	35		0.111%
	45		0.266%
Morbidity –		Morbidity is based on Group experience. There has been no change during
permanent	2025	. Sample annual rates per £ income benefit for a male non-smoker are:
health insurance	Age		Rate
	25		0.228%
	35		0.603%
	45		1.308%
Expenses	Contract liabilities are calculated allowing for the actual costs of
	administration of the business.
		Annual cost
		31 December	31 December
	Product	2025	2024
	Onshore protection business	£37.02	£35.69
	Offshore protection business	£73.32	£71.76
Persistency	of the liabilities. There has been no change in rates during 2025. Sample		Allowance is made for a best-estimate level of lapses within the calculation
	annual lapse rates are:
			Lapse
	Product		All durations
	Onshore protection business		9%
	Offshore whole of life		8%
	Offshore critical illness		13%
Risk adjustment	The risk adjustment is determined using a cost of capital approach
	with a 3% charge. There has been no change during 2025.

Sensitivity analysis

The table below sets out the sensitivity of the profit on insurance business and net assets to

changes in key assumptions. The levels of sensitivity tested are consistent with those proposed

in the EEV principles and reflect reasonable possible levels of change in the assumptions.

The analysis reflects the change in the variable/assumption shown while all other variables/

assumptions are left unchanged. In practice variables/assumptions may change at the same

time, as some may be correlated (for example, an increase in interest rates may also result

in an increase in expenses if the increase reflects higher inflation). It should also be noted

that in some instances sensitivities are non-linear. The sensitivity percentage has been applied

in proportion to the assumption: for example, application of a 10% sensitivity to a withdrawal

assumption of 8% will increase it to 8.8%.

		Change in	Change in
		profit	profit	Change in	Change in
	Change in	before tax	before tax	net assets	net assets
	assumption	2025	2024	2025	2024
Sensitivity analysis	Percentage	£’Million	£’Million	£’Million	£’Million
Interest rates	(1%)	(5.2)	(5.5)	(4.0)	(4.2)
Mortality/morbidity	10%	(1.7)	(0.9)	(1.3)	(0.6)

A change in withdrawal rates and expense assumptions will have no material impact on

insurance profit or net assets.

18. Other provisions and contingent liabilities

	Complaints	Ongoing Service	Lease	Clawback	Total
	provision	Evidence provision	provision	provision	provisions
	£’Million	£’Million	£’Million	£’Million	£’Million
At 1 January 2024	56.1	426.0	14.9	3.1	500.1
Additional provisions	21.8	–	0.3	0.3	22.4
Utilised during the year	(24.9)	(18.5)	(0.1)	–	(43.5)
Impact of discounting	–	17.6	–	–	17.6
Release of provision	(35.3)	–	(1.0)	–	(36.3)
At 31 December 2024	17.7	425.1	14.1	3.4	460.3
Additional provisions	45.4	–	1.2	0.6	47.2
Utilised during the year	(38.9)	(52.5)	(0.5)	–	(91.9)
Impact of discounting	–	9.2	–	–	9.2
Release of provision	(16.4)	(109.5)	(0.5)	–	(126.4)
At 31 December 2025	7.8	272.3	14.3	4.0	298.4

Other provisions

Complaints provision

The provision represents the best estimate of the complaint redress, based on complaints

identified, an assessment of the proportion redressed, and an estimated cost of redress based

on historic experience. A reasonably possible change of 10% in the key assumption, being the

proportion requiring redress, would result in an increase/decrease of circa £0.6 million to the

total complaints provision.

168

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Strategic report

Governance

Other information

Financial statements

18. Other provisions and contingent liabilities continued

It is estimated that significantly all the provision will be utilised over a one year period from

the reporting date.

Ongoing Service Evidence provision

The Group has committed to review the sub-population of clients that have been charged

for ongoing servicing since the start of 2018 but where the evidence of delivery falls below

the acceptable standard.

The provision represents the best estimate of the redress exercise, and includes refund of

charges, together with interest, plus the administration costs associated with completing this

work. The provision is based on an extrapolation of the experience of a representative cohort

of clients. See Note 2 for further information. The provision that has been recognised includes

an estimated refund of charges, together with interest at FOS rates, plus the administration

costs associated with completing this work. Allowance is also made for discounting over the

expected duration of the exercise.

The release of £109.5 million during the year reflects the impacts of a) the Group’s revised

redress methodology implemented during the first half of the year, which better aligns to new

industry guidance from the FCA and b) the Group’s experience gained from the project across

the year.

IAS 37 and IAS 1 requires the Group to set out sensitivities. In compliance with these requirements,

the following table sets out the potential change to the provision balance at 31 December 2025

if the key assumptions were to vary as described:

			Change in profit/(loss) before tax
	Change in	31 December	31 December
	assumption	2025	2024
Sensitivity analysis	Percentage	£’Million	£’Million
Extrapolation from a representative cohort	+2%	(18.6)	(22.0)
– Variation in proportion of client population subject
to the review	-2%	18.6	22.0
Extrapolation from a representative cohort	+10%	(25.7)	(31.0)
– Variation in the level of charges, subject to refund	-10%	25.7	31.0
Opt-In response rate	+10%	(10.3)	(17.0)
– Variation in response rate	-10%	10.3	17.0
Administration costs	+10%	(2.0)	(12.0)
– Change in estimation of the cost to fulfil the exercise
(cost per claim)	-10%	2.0	12.0

It is estimated that significantly all the provision will be utilised within one year from the

reporting date.

Lease provision

The lease provision represents the value of expected future costs of reinstating leased property

to its original condition at the end of the lease term. The estimate is based on the square

footage of leased properties and typical costs per square foot of restoring similar buildings

to their original state. The Group expects £2.1 million (2024: £1.3 million) of the provision to be

utilised within one year. The majority of the provision relates to leased property with a maturity

date of greater than five years.

Clawback provision

The clawback provision represents amounts due to third parties less amounts recovered from

Partners. The provision is based on estimates of the indemnity commission that may be repaid.

The Group expects to utilise the provision on a straight-line basis over four years.

With the exception of the Ongoing Service Evidence provision, it is considered that no reasonably

possible level of changes in estimates would have a material impact on the value of the best

estimate of the provisions.

Contingent liabilities

Complaints and disputes

The Group is committed to achieving good client outcomes but does, in the normal course

of business receive complaints and claims. The Group also engages with relevant regulators

and other government authorities such as HMRC on specific matters. Also, and as described in

the strategic report, the FCA continues to reinforce the need for firms to embed the Consumer

Duty regulation and there remains a risk that we fail to provide quality suitable advice to clients,

or that we fail to evidence the provision of good quality service and advice, which could result

in regulatory sanction and/or a need to refund or compensate clients. These issues, as they

arise, can be significant and where appropriate, provisions for any potential redress, legal

and administration costs, and related tax implications, have been established in accordance

with IAS 37.

Guarantees

During the normal course of business, the Group may from time to time provide guarantees to

Partners, clients or other third parties. However, based upon the information currently available

to them, the Directors do not believe there are any guarantees which would have a material

adverse effect on the Group’s financial position, and so the fair value of any guarantees has

been assessed as £nil (2024: £nil).

For further information, see the list of principal risks and uncertainties in the risk and control

management section of the strategic report.

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Strategic report

Governance

Other information

Financial statements

19. Borrowings and financial commitments

Borrowings

Borrowings are a liability arising from financing activities. The Group has two different types

of borrowings:

 senior unsecured corporate borrowings which are used to manage working capital,

bridge intra-Group cash flows and fund investment in the business

 securitisation loan notes which are secured only on a legally segregated pool of the

Group’s business loans to Partners, and hence are non-recourse to the Group’s other assets.

Further information about business loans to Partners is provided in Note 15.

Senior unsecured corporate borrowings

	31 December	31 December
	2025	2024
	£’Million	£’Million
Corporate borrowings: bank loans	–	250.0
Corporate borrowings: loan notes	125.6	138.3
Senior unsecured corporate borrowings	125.6	388.3

The primary senior unsecured corporate borrowings are:

 an undrawn revolving credit facility (RCF) of £345.0 million which is repayable at maturity

in 2028 with variable interest rates. At 31 December 2025 the undrawn credit available under

this facility was £345.0 million (2024: £345.0 million).

 a Note Purchase Agreement for £25.6 million. The notes are repayable in two equal

instalments before maturity in 2027, with variable interest rates.

 a Note Purchase Agreement for £100.0 million. The notes are repayable at maturity in 2031,

with variable interest rates.

During the year the fully drawn £250.0 million bridging loan was repaid in full and the facility

closed.

The combined drawn carrying value of the senior unsecured corporate borrowings as at

31 December 2025 is £125.6 million (2024: £388.3 million). The Group is required to comply with

financial covenants that are linked to (i) balance sheet leverage, (ii) total FUM, (iii) a minimum

level of net assets; and (iv) our Solvency II ratio at the end of each annual and interim reporting

period. The Group has complied with these covenants throughout the reporting period. There

are no indications that the Group would have difficulties complying with the covenants when

they will be next tested at 30 June 2026.

Total borrowings

	31 December	31 December
	2025	2024
	£’Million	£’Million
Senior unsecured corporate borrowings	125.6	388.3
Senior tranche of non-recourse securitisation loan notes	215.9	128.5
Total borrowings	341.5	516.8
Current	55.5	41.3
Non-current	286.0	475.5
	341.5	516.8

The senior tranche of securitisation loan notes are repayable over the expected life of the

securitisation (estimated to be five years) with a variable interest rate. They are held by

third-party investors and secured on a legally segregated portfolio of business loans to

Partners, and on the other net assets of the securitisation entity SJP Partner Loans No.1 Limited.

Holders of the securitisation loan notes have no recourse to the assets held by any other entity

within the Group. For further information on business loans to Partners, including the sale of

securitised business loans to Partners during the year, refer to Note 15.

In addition to the senior tranche of securitisation loan notes, a junior tranche has been issued

to another entity within the Group. The junior notes were eliminated on consolidation in the

preparation of the Group financial statements and so do not form part of Group borrowings.

	31 December	31 December
	2025	2024
	£’Million	£’Million
Junior tranche of non-recourse securitisation loan notes	63.7	48.2
Senior tranche of non-recourse securitisation loan notes	215.9	128.5
Total non-recourse securitisation loan notes	279.6	176.7
Backed by Securitised business loans to Partners (see Note 15)	269.8	170.7
Other net assets of SJP Partner Loans No.1 Limited	9.8	6.0
Total net assets held by SJP Partner Loans No.1 Limited	279.6	176.7

170

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

Strategic report

Governance

Other information

Financial statements

19. Borrowings and financial commitments continued

Movement in borrowings

Borrowings are liabilities arising from financing activities. The cash and non-cash movements

in borrowings over the year are set out below, with the cash movements also set out in the

consolidated statement of cash flows.

		2025			2024
	Senior	Senior		Senior	Senior
	unsecured	tranche of		unsecured	tranche of
	corporate	securitisation	Total	corporate	securitisation	Total
	borrowings	loan notes	borrowings	borrowings	loan notes	borrowings
	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Balance at 1 January	388.3	128.5	516.8	201.1	50.3	251.4
Additional borrowing
during the year	–	135.7	135.7	360.0	113.8	473.8
Repayment of borrowings
during the year	(262.7)	(49.0)	(311.7)	(172.8)	(35.3)	(208.1)
Costs on additional
borrowings during the year	–	(0.1)	(0.1)	(0.7)	(1.0)	(1.7)
Unwind of borrowing costs
(non-cash movement)	0.4	0.8	1.2	0.9	0.7	1.6
Reclassification of prepaid loan facility
expense to prepayments	(0.4)	–	(0.4)	(0.2)	–	(0.2)
Balance at 31 December	125.6	215.9	341.5	388.3	128.5	516.8

The fair value of the outstanding borrowings is not materially different from amortised cost.

Interest expense on borrowings is recognised within Finance costs in the consolidated

statement of comprehensive income.

Financial commitments

Guarantees

The Group guarantees loans provided by third parties to Partners. In the event of default on

any individual Partner loan, the Group guarantees to repay the full amount of the loan, with the

exception of Metro Bank. For this third-party the Group guarantees to cover losses up to 50% of

the value to the total loans drawn. These loans are secured against the future income streams

of the Partner. The value of the loans guaranteed is as follows:

		Loans guaranteed		Facility
	31 December	31 December	31 December	31 December
	2025	2024	2025	2024
	£’Million	£’Million	£’Million	£’Million
Bank of Scotland	8.0	12.3	16.0	16.0
Investec	24.1	26.5	50.0	50.0
Metro Bank	6.7	10.6	20.0	35.0
NatWest	23.8	27.5	75.0	75.0
Santander	165.3	171.4	210.6	206.6
Total loans	227.9	248.3	371.6	382.6

The fair value of these guarantees has been assessed as £nil (2024: £nil).

20. Financial risk

Risk management objectives and risk policies

The Group’s financial risk can usefully be considered by looking at two categories of assets:

 Assets backing unit liabilities (see Note 14)

 Shareholder assets.

In general, the policyholder bears the financial risk arising on assets backing the unitised

business, and risk arising on shareholder assets is minimised through investment in liquid

assets with a strong credit rating.

Exposure to the following risks for the two categories of assets is analysed separately in the

following sections, in line with the requirements of IFRS 7:

 Credit risk

 Liquidity risk

 Market risk

 Currency risk

Credit risk is the risk of loss due to a debtor’s non-payment of a loan or other line of credit.

Credit risk also arises from holdings of cash and cash equivalents, deposits and formal loans

with banks and financial institutions. The Group has adopted a risk-averse approach to such

risk and has a stated policy of not actively pursuing or accepting credit risk except when

necessary to support other objectives.

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Strategic report

Governance

Other information

Financial statements

20. Financial risk continued

Risk	Description	Management
Shareholders’	Loss of assets	Shareholder funds are predominantly invested in AAA-
assets	or reduction	rated unitised money market funds, which are classified
	in value.	as investments in Collective Investment Schemes (CIS),
		and deposits with approved banks, but may be invested
		in sovereign fixed interest securities such as UK gilts where
		regulatory constraints on other assets apply. Maximum
		counterparty limits are set for each company within the
		Group and aggregate limits are also set at a Group level.
Reinsurance	Failure of	Credit ratings of potential reinsurers must meet or exceed
	counterparty,	AA-. Consideration is also given to size, risk concentrations/
	or counterparty	exposures and ownership in the selection of reinsurers.
	unable to meet	The Group also seeks to diversify its reinsurance credit
	liabilities.	risk through the use of a spread of reinsurers.
Business loans	Inability of Partners	Loans and advances are managed in line with the Group’s
to Partners	to repay loans or	Secured Lending policy. Loans are secured on the future
	advances from the	renewal income stream expected from a Partner’s portfolio,
	Group.	and loan advances vary in relation to the projected future
		income of the relevant Partner. Outstanding balances are
		regularly reviewed and assessed on a conservative basis.
		Support is provided to help Partners manage their
		businesses appropriately. Expected credit losses are
		recognised as provisions against the loans.

Liquidity risk is the risk that the Group, although solvent, either does not have available sufficient

financial resources to enable it to meet its obligations as they fall due, or can secure such

resources only at excessive cost. The Group is averse to liquidity risk and seeks to minimise

this risk by not actively pursuing it except where necessary to support other objectives.

Risk	Description	Management
Cash or	A significant cash	The majority of free assets are invested in cash or cash
expense	or expense	equivalents and the cash position and forecast are
requirement	requirement needs	monitored on a monthly basis. The Group also maintains
	to be met at short	a margin of free assets in excess of the minimum required
	notice.	solvency capital within its regulated entities. Further, the
		Group has established committed borrowing facilities
		(see Note 19) intended to further mitigate liquidity risk.

Market risk is the impact a fall in the value of equity or other asset markets may have on

the business. The Group adopts a risk-averse approach to market risk, with a stated Solvency

policy of not actively pursuing or accepting market risk except where necessary to support

other objectives. However, the Group accepts the risk that a fall in equity or other asset markets

will reduce the level of annual management charge income derived from policyholder assets

and the consequent risk of lower future profits.

The table below summarises the main market risks that the business is exposed to and the

methods by which the Group seeks to mitigate them.

Risk	Description	Management
Client liabilities As a result of a reduction		This risk is substantially mitigated by the Group’s
	in equity values, the	strategic focus on unitised business, by not
	Group may be unable	providing guarantees to clients on policy values
	to meet client liabilities.	and by the matching of assets and liabilities.
Retention	Loss of future profit on	Retention of investment contracts is closely
	investment contracts	monitored and unexpected experience
	due to more clients than	variances are investigated. Retention has
	anticipated withdrawing	remained consistently strong throughout
	their funds, particularly	2025 despite the volatile market conditions
	as a result of poor	experienced.
	investment performance.
New business	Poor performance in	The benefit to clients of longer-term equity
	the financial markets	investment as part of a diversified portfolio
	in absolute terms,	of assets is fundamental to our philosophy.
	and relative to inflation,	Advice becomes even more important when
	leads to existing and	market values fall, and greater attention is
	future clients rejecting	required to support and give confidence to
	investment in longer-	existing and future clients in such circumstances.
	term assets.	In addition, as controls against poor performance
		the Group monitors asset allocations across
		portfolios to ensure they are working as expected
		to meet long-term goals, and monitors funds
		against their objectives to ensure an appropriate
		level of investment risk. Where necessary, fund
		managers are changed.

The Group is not subject to any significant direct currency risk, since all material shareholder

financial assets and financial liabilities are denominated in pounds Sterling. However, since

future profits are dependent on charges based on funds under management (FUM), changes

in FUM as a result of currency movements will impact future profits.

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Financial statements

20. Financial risk continued

Shareholder assets

Categories of financial assets and financial liabilities

The categories and carrying values of the shareholder financial assets and financial liabilities held in the Group’s statement of financial position are summarised in the table below.

The impact of climate change does not have a material impact on the fair values of the assets summarised below.

			2025					2024
	Financial assets	Financial		Financial		Financial assets	Financial		Financial
	at fair value	liabilities at fair	Financial assets	liabilities		at fair value	liabilities at fair	Financial assets	liabilities
	through profit	value through	measured at	measured at		through profit	value through	measured at	measured at
	and loss	profit and loss	amortised cost	amortised cost	Total	and loss	profit and loss	amortised cost	amortised cost	Total
Financial assets	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Fixed income securities	10.3	–	–	–	10.3	8.6	–	–	–	8.6
Investment in Collective Investment Schemes 1	2,403.7	–	–	–	2,403.7	2,194.3	–	–	–	2,194.3
Other receivables 2
– Business loans to Partners	–	–	639.9	–	639.9	–	–	557.3	–	557.3
– Renewal income assets	119.8	–	–	–	119.8	121.0	–	–	–	121.0
– Other	–	–	843.3	–	843.3	–	–	760.9	–	760.9
Total other receivables	119.8	–	1,483.2	–	1,603.0	121.0	–	1,318.2	–	1,439.2
Cash and cash equivalents	–	–	329.6	–	329.6	–	–	352.6	–	352.6
Total financial assets	2,533.8	–	1,812.8	–	4,346.6	2,323.9	–	1,670.8	–	3,994.7
Financial liabilities
Borrowings	–	–	–	341.5	341.5	–	–	–	516.8	516.8
Other payables
– Lease liabilities : properties	–	–	–	100.8	100.8	–	–	–	107.2	107.2
– Contingent consideration	–	8.1	–	–	8.1	–	5.3	–	–	5.3
– Other	–	–	–	1,517.2	1,517.2	–	–	–	1,339.1	1,339.1
Total other payables	–	8.1	–	1,618.0	1,626.1	–	5.3	–	1,446.3	1,451.6
Total financial liabilities	–	8.1	–	1,959.5	1,967.6	–	5.3	–	1,963.1	1,968.4

1 All assets included as shareholder investment in Collective Investment Schemes are holdings of high-quality, highly liquid money market funds, containing assets which are cash and cash equivalents.

2 Other receivables exclude prepayments and advanced payments to Partners, which are not considered financial assets.

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Financial statements

20. Financial risk continued

Income, expense, gains and losses arising from financial assets and financial liabilities

The income, expense, gains and losses arising from shareholder financial assets and financial liabilities are summarised in the table below:

		2025				2024
	Financial assets		Financial		Financial assets		Financial
	at fair value	Financial assets	liabilities		at fair value	Financial assets	liabilities
	through profit	measured at	measured at		through profit	measured at	measured at
	and loss	amortised cost	amortised cost	Total	and loss	amortised cost	amortised cost	Total
Financial assets	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Fixed income securities	1.3	–	–	1.3	1.1	–	–	1.1
Investment in Collective Investment Schemes	96.6	–	–	96.6	108.7	–	–	108.7
Other receivables
– Business loans to Partners	–	43.5	–	43.5	–	36.2	–	36.2
– Renewal income assets	(17.2)	–	–	(17.2)	(21.4)	–	–	(21.4)
Total other receivables	(17.2)	43.5	–	26.3	(21.4)	36.2	–	14.8
Cash and cash equivalents	–	18.0	–	18.0	–	15.5	–	15.5
Total financial assets	80.7	61.5	–	142.2	88.4	51.7	–	140.1
Financial liabilities
Borrowings	–	–	(24.0)	(24.0)	–	–	(33.0)	(33.0)
Other payables
– Lease liabilities: properties	–	–	(2.8)	(2.8)	–	–	(3.2)	(3.2)
– Other	–	–	(2.1)	(2.1)	–	–	(0.2)	(0.2)
Total other payables	–	–	(4.9)	(4.9)	–	–	(3.4)	(3.4)
Total financial liabilities	–	–	(28.9)	(28.9)	–	–	(36.4)	(36.4)

Losses on renewal income assets have been recognised within the investment return line in the statement of comprehensive income.

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Financial statements

20. Financial risk continued

Fair value estimation

Financial assets and liabilities which are held at fair value in the financial statements are

required to have disclosed their fair value measurements by level from the following fair

value measurement hierarchy:

 quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)

 inputs other than quoted prices included within Level 1 that are observable for the asset or

liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2)

 inputs for the asset or liability that are not based on observable market data (that is,

unobservable inputs) (Level 3).

The following table presents the Group’s shareholder assets and liabilities measured at fair

value.

	Level 1	Level 2	Level 3	Total balance
2025	£’Million	£’Million	£’Million	£’Million
Financial assets
Fixed income securities	10.3	–	–	10.3
Investment in Collective Investment Schemes 1	2,403.7	–	–	2,403.7
Renewal income assets	–	–	119.8	119.8
Total financial assets	2,414.0	–	119.8	2,533.8
Financial liabilities
Contingent consideration	–	–	8.1	8.1
Total financial liabilities	–	–	8.1	8.1

	Level 1	Level 2	Level 3	Total balance
2024	£’Million	£’Million	£’Million	£’Million
Financial assets
Fixed income securities	8.6	–	–	8.6
Investment in Collective Investment Schemes 1	2,194.3	–	–	2,194.3
Renewal income assets	–	–	121.0	121.0
Total financial assets	2,202.9	–	121.0	2,323.9
Financial liabilities
Contingent consideration	–	–	5.3	5.3
Total financial liabilities	–	–	5.3	5.3

1 All assets included as shareholder investment in Collective Investment Schemes are holdings of high-quality, highly

liquid unitised money market funds, containing assets which are cash and cash equivalents.

The fair value of financial instruments traded in active markets is based on quoted bid prices

at the reporting date. These instruments are included in Level 1.

Level 2 financial assets and liabilities are valued using observable prices for identical current

arm’s-length transactions.

The renewal income assets are classified as Level 3 and are valued using a discounted cash

flow technique and the assumptions outlined in Note 15. The effect of applying reasonably

possible alternative assumptions of a movement of 200bps on the discount rate and a 10%

movement in the lapse rate would result in an unfavourable change in valuation of £10.8 million

(2024: £10.0 million) and a favourable change in valuation of £13.1 million (2024: £12.0 million),

respectively.

The contingent consideration liability is classified as Level 3 and is valued based on the

terms set out in the various sale and purchase agreements. Given the nature of the valuation

basis the effect of applying reasonably possible alternative assumptions would result in an

unfavourable change of £nil (2024: £nil) and favourable change of £8.1 million (2024: £5.3 million).

There were no transfers between Level 1 and Level 2 during the year, nor into or out of Level 3.

The following tables present the changes in Level 3 financial assets and liabilities at fair value

through the profit and loss:

Financial assets

	2025	2024
Renewal income assets	£’Million	£’Million
Balance at 1 January	121.0	138.3
Additions during the year	16.2	4.8
Disposals during the year	(0.3)	(0.7)
Unrealised losses recognised in the statement of comprehensive income	(17.1)	(21.4)
Balance at 31 December	119.8	121.0

Unrealised losses on renewal income assets are recognised within investment return in the

consolidated statement of comprehensive income.

Financial liabilities

	2025	2024
Contingent consideration	£’Million	£’Million
Balance at 1 January	5.3	3.2
Additions during the year	8.2	3.4
Payments made during the year	(4.8)	(1.3)
Released during the year	(0.6)	–
Balance at 31 December	8.1	5.3

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20. Financial risk continued

Credit risk

The following table sets out the maximum credit risk exposure and ratings of shareholder financial and other assets which are susceptible to credit risk:

2025

2024

AAA

Unrated

Total

AAA

Unrated

Total

£’Million

Fixed income securities

–

10.3

–

10.3

–

8.6

–

8.6

Investment in Collective Investment Schemes

2,403.7

–

2,403.7

2,194.3

–

2,194.3

Other receivables

–

8.8

–

1,594.2

1,603.0

–

10.8

–

1,428.4

1,439.2

Cash and cash equivalents

–

157.6

172.0

–

329.6

–

187.9

164.7

–

352.6

Total

2,403.7

176.7

172.0

–

1,594.2

4,346.6

2,194.3

207.3

164.7

–

1,428.4

3,994.7

1 Investment of shareholder assets in Collective Investment Schemes refers to investment in unitised money market funds, containing assets which are cash and cash equivalents.

Other receivables includes £639.9 million (2024: £557.3 million) of business loans to Partners, which are interest-bearing (linked to Bank of England base rate plus a margin), repayable in line with

the terms of the loan contract and secured against the future renewal income streams of the respective Partners.

Impairment of these loans is determined using the expected loss model set out in IFRS 9. Expected credit losses are based on the historic levels of loss experienced on business loans to Partners,

with due consideration given to forward-looking information. A range of factors, including the nature or type of the loan and the security held, are taken into account in calculating the provision.

The loan balance is presented net of a £9.2 million provision (2024: £8.5 million); see Note 15. The movement in the impairment provision will reflect utilisation of the existing provision during the

year, but the overall cost of business loans to Partners (including new provisions) recognised within administration expenses in the statement of comprehensive income during the year was a

charge of £0.7 million (2024: £6.8 million).

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20. Financial risk continued

Contractual maturity and liquidity analysis

The following table sets out the contractual maturity analysis of the Group’s financial assets and financial liabilities. All financial liabilities are undiscounted:

		2025				2024
	Up to 1 year	1 to 5 years	Over 5 years	Total	Up to 1 year	1 to 5 years	Over 5 years	Total
Financial assets	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million	£’Million
Fixed income securities	10.3	–	–	10.3	8.6	–	–	8.6
Investment in Collective Investment Schemes	2,403.7	–	–	2,403.7	2,194.3	–	–	2,194.3
Other receivables
– Business loans to Partners	79.6	293.3	267.0	639.9	88.1	247.8	221.4	557.3
– Renewal income	22.6	51.3	45.9	119.8	23.1	52.2	45.7	121.0
– Other	843.3	–	–	843.3	760.9	–	–	760.9
Total other receivables	945.5	344.6	312.9	1,603.0	872.1	300.0	267.1	1,439.2
Cash and cash equivalents	329.6	–	–	329.6	352.6	–	–	352.6
Total financial assets	3,689.1	344.6	312.9	4,346.6	3,427.6	300.0	267.1	3,994.7
Financial liabilities
Borrowings	76.2	167.9	174.1	418.2	58.4	389.7	141.8	589.9
Other payables
– Lease liabilities: properties	18.4	60.2	65.9	144.5	14.6	60.6	74.1	149.3
– Contingent consideration	0.2	7.9	–	8.1	2.3	3.0	–	5.3
– Other	1,471.8	38.0	13.5	1,523.3	1,281.7	48.0	18.0	1,347.7
Total other payables	1,490.4	106.1	79.4	1,675.9	1,298.6	111.6	92.1	1,502.3
Total financial liabilities	1,566.6	274.0	253.5	2,094.1	1,357.0	501.3	233.9	2,092.2

Sensitivity analysis to market risks

Financial assets and liabilities held outside unitised funds primarily consist of fixed interest securities, units in money market funds, cash and cash equivalents, and other accounting assets and

liabilities. The fixed interest securities are short-term and are held as an alternative to cash. Similarly, cash held in unitised money market funds and at bank is valued at par and is unaffected by

movements in interest rates. Other assets and liabilities are similarly unaffected by market movements.

As a result of these combined factors, the Group’s financial assets and liabilities held outside unitised funds are not materially subject to market risk, and movements at the reporting date

in interest rates and equity values have an immaterial impact on the Group’s profit after tax and equity. However, future profits from annual management charges may be affected by movements

in interest rates and equity values.

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20. Financial risk continued

Unit liabilities and associated assets

Categories of financial assets and financial liabilities

Assets held to cover unit liabilities are summarised in Note 14, and all are held at fair value

through profit or loss. Equities, investments in unit trusts which sit within investment in Collective

Investment Schemes, and derivative financial assets are required to be held at fair value

through profit or loss by IFRS 9, as they are equity instruments or derivatives. All other assets

held to cover unit liabilities are elected to be held at fair value through profit or loss to match

the fair value through profit or loss classification which is required for unit liabilities. They are

designated as such upon initial recognition.

Income, expense, gains and losses arising from financial assets, investment properties

and financial liabilities

The income, expense, gains and losses arising from financial assets, investment properties and

financial liabilities are summarised in the table below:

	31 December	31 December
	2025	2024
Financial assets and investment properties	£’Million	£’Million
Investment properties	19.5	48.0
Other assets backing unit liabilities	20,024.1	15,594.6
Total financial assets and investment properties	20,043.6	15,642.6
Financial liabilities 1
Unit liabilities	(20,054.6)	(15,652.1)
Total financial liabilities	(20,054.6)	(15,652.1)

1 None of the change in the fair value of financial liabilities at fair value through profit or loss is attributable to

changes in their credit risk.

The investment properties figure of £30.5 million for the year ended 31 December 2025

(2024: £48.0 million) includes direct operating expenses of £11.0 million (2024: £9.5 million).

Gains/(losses) have been recognised within the investment return line in the statement of

comprehensive income.

Fair value estimation

Financial assets and liabilities which are held at fair value in the financial statements are

required to have disclosed their fair value measurements, split by level in the fair value

measurement hierarchy. The following table presents the Group’s unit liabilities and associated

assets measured at fair value:

	Level 1	Level 2	Level 3	Total balance
31 December 2025	£’Million	£’Million	£’Million	£’Million
Financial assets and investment properties
Investment property	–	–	370.3	370.3
Equities	147,423.5	–	384.0	147,807.5
Fixed income securities	7,741.1	23,772.7	40.0	31,553.8
Investment in Collective Investment Schemes	30,284.5	–	13.7	30,298.2
Derivative financial assets	–	2,908.7	–	2,908.7
Cash and cash equivalents	5,854.9	–	–	5,854.9
Total financial assets and investment properties	191,304.0	26,681.4	808.0	218,793.4
Financial liabilities
Investment contract benefits	–	163,728.7	–	163,728.7
Derivative financial liabilities	–	2,412.1	–	2,412.1
Net asset value attributable to unit holders	51,982.8	–	–	51,982.8
Total financial liabilities	51,982.8	166,140.8	–	218,123.6

	Level 1	Level 2	Level 3	Total balance
31 December 2024	£’Million	£’Million	£’Million	£’Million
Financial assets and investment properties
Investment property	–	–	892.3	892.3
Equities	129,554.8	–	994.2	130,549.0
Fixed income securities	6,938.3	19,059.7	111.9	26,109.9
Investment in Collective Investment Schemes	23,447.1	–	11.3	23,458.4
Derivative financial assets	–	2,812.8	–	2,812.8
Cash and cash equivalents	5,311.3	–	–	5,311.3
Total financial assets and investment properties	165,251.5	21,872.5	2,009.7	189,133.7
Financial liabilities
Investment contract benefits	–	141,038.8	–	141,038.8
Derivative financial liabilities	–	3,052.1	–	3,052.1
Net asset value attributable to unit holders	44,699.5	–	–	44,699.5
Total financial liabilities	44,699.5	144,090.9	–	188,790.4

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Financial statements

20. Financial risk continued

In respect of the derivative financial liabilities, £7.5 million of collateral had been posted as at

31 December 2025 (2024: £158.8 million), comprising cash and treasury bills, in accordance with

the terms and conditions of the derivative contracts.

The fair value of financial instruments traded in active markets is based on quoted bid prices

at the reporting date. These instruments are included in Level 1.

The Group closely monitors the valuation of assets in markets that have become less liquid.

Determining whether a market is active requires the exercise of judgement and is determined

based upon the facts and circumstances of the market for the instrument being measured.

Where it is determined that there is no active market, fair value is established using a valuation

technique. The techniques applied incorporate relevant information available and reflect

appropriate adjustments for credit and liquidity risks. These valuation techniques maximise

the use of observable market data where it is available and rely as little as possible on entity-

specific estimates. The relative weightings given to differing sources of information and the

determination of non-observable inputs to valuation models can require the exercise of

significant judgement.

If all significant inputs required to fair-value an instrument are observable, the instrument is

included in Level 2. If one or more of the significant inputs is not based on observable market

data, the instrument is included in Level 3.

Note that all of the resulting fair value estimates are included in Level 2, except for certain

equities, fixed income securities, investments in Collective Investment Schemes and investment

properties as detailed below.

Specific valuation techniques used to value Level 2 financial assets and liabilities include

the use of observable prices for identical current arm’s-length transactions, specifically:

 the fair value of fixed income securities is determined by inputs including interest rates

and market-observable yield curves of similar instruments in the market

 the fair value of unit-linked liabilities is assessed by reference to the underlying net asset

value of the Group’s unitised investment funds, determined on a bid value basis, at the

reporting date

 the Group’s derivative financial instruments are valued using valuation techniques

commonly used by market participants. These consist of discounted cash flow and option

pricing models, which typically incorporate observable market data, principally interest

rates, basis spreads, foreign exchange rates, equity prices and counterparty credit.

Specific valuation techniques used to value Level 3 financial assets and liabilities include:

 the use of unobservable inputs, such as expected rental values and equivalent yields

 other techniques, such as discounted cash flow and historic lapse rates, which are used

to determine fair value for the remaining financial instruments.

There were no transfers between Level 1 and Level 2 during the year.

Transfers into and out of Level 3 portfolios

The Group’s policy is to recognise transfers into and out of levels as of the end of each reporting

period except for material transfers which are recognised as of the date of the event or change

in circumstances that caused the transfer. Transfers out of Level 3 portfolios arise when inputs

that could have a significant impact on the instrument’s valuation become market-observable;

conversely, transfers into the portfolios arise when consistent sources of data cease to

be available.

Transfers in of certain investments in Collective Investment Schemes occur when asset

valuations can no longer be obtained from an observable market price; e.g. where they have

become illiquid, in liquidation, suspended, etc. The converse is true if an observable market

price becomes available.

The following table presents the changes in Level 3 financial assets and liabilities at fair value

through profit and loss:

		Fixed		Collective
	Investment	income		Investment
	property	securities	Equities	Schemes
2025	£’Million	£’Million	£’Million	£’Million
Balance at 1 January 2025	892.3	111.9	994.2	11.3
Transfer into Level 3	–	5.4	–	2.8
Additions during the year	14.4	31.9	29.7	–
Disposals during the year	(529.0)	(101.8)	(557.4)	(0.2)
Losses recognised in the income statement	(7.4)	(7.4)	(82.5)	(0.2)
Balance at 31 December 2025	370.3	40.0	384.0	13.7
Realised gains /( losses )	21.1	(8.6)	146.4	–
Unrealised (losses)/gains	(28.5)	1.2	(228.9)	(0.2)
Losses recognised in the income statement	(7.4)	(7.4)	(82.5)	(0.2)

		Fixed		Collective
	Investment	income		Investment
	property	securities	Equities	Schemes
2024	£’Million	£’Million	£’Million	£’Million
Balance at 1 January 2024	1,110.3	346.5	1,627.0	7.4
Transfer into Level 3	–	4.8	–	4.0
Additions during the year	15.8	33.9	62.7	–
Disposals during the year	(230.5)	(270.2)	(724.4)	(0.5)
( Losses )/ gains recognised in the income statement	(3.3)	(3.1)	28.9	0.4
Balance at 31 December 2024	892.3	111.9	994.2	11.3
Realised ( losses )/ gains	(95.3)	(2.0)	177.6	–
Unrealised gains /( losses)	92.0	(1.1)	(148.7)	0.4
( Losses )/ gains recognised in the income statement	(3.3)	(3.1)	28.9	0.4

Unrealised and realised (losses)/gains for all Level 3 assets are recognised within investment

return in the statement of comprehensive income.

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20. Financial risk continued

Level 3 valuations

Investment property

At 31 December 2025 the Group held £370.3 million (2024: £892.3 million) of investment property,

all of which is classified as Level 3 in the fair value hierarchy. It is initially measured at cost

including related acquisition costs and subsequently valued at least monthly by professional

external valuers at the properties’ respective fair values at each reporting date. The fair values

derived are based on anticipated market values for the properties in accordance with guidance

issued by the Royal Institution of Chartered Surveyors, being the estimated amount that would

be received from a sale of the assets in an orderly transaction between market participants.

The valuation of investment property is inherently subjective as it requires, among other factors,

assumptions to be made regarding the ability of existing tenants to meet their rental obligations

over the entire life of their leases; the estimation of the expected rental income into the future;

the assessment of a property’s potential to remain as an attractive technical configuration to

existing and prospective tenants in a changing market; and a judgement on the attractiveness

of a building, its location and the surrounding environment.

			Investment property classification
31 December 2025	Office	Industrial	Retail and leisure	All
Gross ERV (per sq ft) 1
Range	£28.43-£63.50	£12.00-£24.00	£1.86-£80.00	£1.86-£80.00
Weighted average	£41.25	£16.46	£19.15	£19.34
True equivalent yield
Range	7.0%-9.5%	5.0%-10.0%	4.5%-32.5%	4.5%-32.5%
Weighted average	8.2%	5.5%	8.0%	7.4%

			Investment property classification
31 December 2024	Office	Industrial	Retail and leisure	All
Gross ERV (per sq ft) 1
Range	£31.00 to £120.00	£5.50 to £24.00	£1.86 to £80.00	£1.86 to £120.00
Weighted average	£49.70	£14.46	£13.96	£17.70
True equivalent yield
Range	4.7% to 10.5%	4.6% to 7.0%	5.7% to 9.1%	4.7% to 10.5%
Weighted average	6.8%	5.6%	7.3%	6.3%

1 Equivalent rental value (per square foot).

Fixed income securities and equities

At 31 December 2025 the Group held £40.0 million (2024: £111.9 million) in private credit investments,

and £384.0 million (2024: £994.2 million) in private market investments through the St. James’s Place

Diversified Assets (FAIF) Unit Trust. These are recognised within fixed income securities and

equities, respectively, in the consolidated statement of financial position. They are measured

at fair value, with the best evidence of the fair value at initial recognition being the transaction

price, i.e. the fair value of the consideration given or received. Following initial recognition, a

monthly valuation process occurs which includes verification by suitably qualified professional

external valuers, who are members of various industry bodies including the British Private Equity

and Venture Capital Association.

The fair values of the private credit investments are principally determined using two

valuation methods:

1. The shadow rating method, which assigns a shadow credit rating to the debt-issuing entity

and determines an expected yield with reference to observable yields for comparable

companies with a public credit rating in the loan market.

2. The weighted average cost of capital (WACC) method, which determines the debt-issuing

entity’s WACC with reference to observable market comparatives.

The expected yield and WACC are used as the discount rates to calculate the present value

of the expected future cash flows under the shadow rating and WACC methods respectively,

which is taken to be the fair value.

The fair values of the private market investments are principally determined using two

valuation methods:

1. A market approach with reference to suitable market comparatives.

2. An income approach using discounted cash flow analysis which assesses the fair value

of each asset based on its expected future cash flows.

The output of each method for both the private credit and private market investments is a

range of values, from which the mid-point is selected to be the fair value in the majority of

cases. The mid-point will not be selected if further information is known about an investment

which cannot be factored into the valuation method used. A weighting is assigned to the values

determined following each method to determine the final valuation.

The valuations are inherently subjective as they require a number of assumptions to be made,

such as determining which entities provide suitable market comparatives and their relevant

performance metrics (for example earnings before interest, tax, depreciation and amortisation),

determining appropriate discount rates and cash flow forecasts to use in models, the weighting

to apply to each valuation methodology, and the point in the range of valuations to select as

the fair value.

Sensitivity of Level 3 valuations

Investment in Collective Investment Schemes

The valuations of certain investments in Collective Investment Schemes are based on the latest

observable price available. Whilst such valuations are sensitive to estimates, it is believed that

changing the price applied to a reasonably possible alternative would not change the fair

value significantly.

Investment property

As set out on the left of this page, investment property is initially measured at cost including

related acquisition costs and subsequently valued at least monthly by professional external

valuers at the properties’ respective fair values at each reporting date. The following table sets

out the effect of applying reasonably possible alternative assumptions, being a 10% movement

in estimated rental value and a 50bps movement in relative yield, to the valuation of the

investment properties. Any change in the value of investment property is matched by an

associated movement in the policyholder liability, and therefore would not impact the

shareholder net assets.

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Financial statements

20. Financial risk continued

				Effect of reasonably possible
			alternative assumptions
		Carrying	Favourable	Unfavourable
	Investment property	value	changes	changes
	significant unobservable inputs	£’Million	£’Million	£’Million
31 December 2025	Expected rental value/relative yield	370.3	412.4	303.2
31 December 2024	Expected rental value/relative yield	892.3	1,064.5	747.0

Fixed income securities and equities

As set out on the previous page, the fair values of the Level 3 fixed income securities and

equities are selected from the valuation range determined through the monthly valuation

process. The following table sets out the effect of valuing each of the assets at the high and low

point of the range. As with investment property, any change in the value of these fixed income

securities or equities is matched by an associated movement in the policyholder liability, and

therefore would not impact on the shareholder net assets.

				Effect of reasonably possible
			alternative assumptions
		Carrying	Favourable	Unfavourable
		value	changes	changes
		£’Million	£’Million	£’Million
31 December 2025	Fixed income securities	40.0	42.7	37.2
	Equities	384.0	434.7	333.6
31 December 2024	Fixed income securities	111.9	115.6	108.1
	Equities	994.2	1,128.1	911.7

Credit risk

Credit risk relating to unit liabilities is borne by the unit holders.

Contractual maturity and liquidity analysis

Unit liabilities (and the associated assets) are deemed to have a maturity of up to one year

since they are repayable and transferable on demand. In practice the contractual maturities

of the assets may be longer than one year, but the majority of assets held within the unit-linked

and unit trust funds are highly liquid and the Group also actively monitors fund liquidity.

Sensitivity analysis to market risks

The majority of the Group’s business is unitised and the direct associated market risk is

therefore borne by unit holders. For completeness, we note that there is an indirect risk

associated with market performance as future shareholder income is dependent upon

markets; however, the direct risk has been mitigated through the Group’s approach to

matching assets and liabilities.

21. Cash generated from operations

		Year ended	Year ended
		31 December	31 December
		2025	2024
Cash flows from operating activities	Note	£’Million	£’Million
Profit before tax for the year		1,335.2	1,049.1
Adjustments for:
Amortisation of purchased value of in-force business	11	3.2	3.2
Amortisation of computer software	11	4.2	22.4
Depreciation	12	20.8	23.4
Impairment of goodwill	11	4.8	10.3
Loss on disposal of property and equipment, including leased
assets	12	1.0	4.1
Share-based payment charge	24	20.2	11.2
Interest income		(224.5)	(236.6)
Interest expense	9	28.9	36.4
Decrease in provisions	18	(161.9)	(39.8)
Exchange rate losses/(gains)		3.0	(0.2)
Changes in operating assets and liabilities		(300.3)	(165.6)
Decrease in deferred acquisition costs	11	2.1	18.2
Decrease in investment property		522.0	218.0
Increase in other investments		(29,849.2)	(23,738.7)
Increase in investments in associates		(0.3)	(3.5)
Decrease/(increase) in reinsurance assets		3.2	(1.9)
(Increase)/decrease in other receivables		(170.2)	310.3
Increase in insurance contract liabilities		47.6	22.6
Increase in financial liabilities (excluding borrowings)		22,049.9	17,868.1
Decrease in deferred income	11	(47.9)	(22.0)
Increase/(decrease) in other payables		520.7	(246.1)
Increase in net assets attributable to unit holders		7,283.3	4,163.0
		361.2	(1,412.0)
Cash generated from/(used in) operations		1,396.1	(528.5)

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Other information

Financial statements

22. Capital management and allocation

The Group’s capital management policy, set by the Board, is to maintain a strong capital base

in order to:

 protect clients’ interests

 meet regulatory requirements

 protect creditors’ interests

 create shareholder value through support for business development.

The policy requires that each subsidiary manages its own capital, in particular to maintain

regulatory solvency, in the context of a Group capital plan. Any capital in excess of planned

requirements is returned to the Group’s Parent Company, St. James’s Place plc, normally by

way of dividends. The Group capital position is monitored by the Audit Committee on behalf

of the St. James’s Place plc Board.

Regulatory capital

The Group’s capital management policy, for each subsidiary, is to hold the management

capital coverage assessment (previously known as the management solvency buffer) which is

the higher of:

 the capital required by any relevant supervisory body, uplifted by a specified margin

to absorb changes

 the capital required based on the Company’s internal assessment.

For our insurance companies, we hold capital based on our own internal assessment,

recognising the regulatory requirement. For other regulated companies we generally

hold capital based on the regulatory requirement uplifted by a specified margin.

The following entities are subject to regulatory supervision and have to maintain a minimum

level of regulatory capital:

Entity	Regulatory body and jurisdiction
Perennial Financial Management Limited	FCA: Personal Investment Firm
Policy Services Limited	FCA: Personal Investment Firm
St. James’s Place Investment Management	FCA: Investment Firm
Limited (formerly Rowan Dartington & Co. Limited)
St. James’s Place (Hong Kong) Limited	Securities and Futures Commission
	(Hong Kong):
	Insurance Authority (Hong Kong)
St. James’s Place (Middle East) Limited	Dubai Financial Services Authority
St. James’s Place International
(Hong Kong) Limited	Insurance Authority (Hong Kong)
St. James’s Place International plc	Central Bank of Ireland: Life Insurance
St. James’s Place Investment	Business
Administration Limited	FCA: Investment Firm
St. James’s Place Partnership Services Limited	FCA: Consumer Credit Firm
St. James’s Place (Singapore) Private Limited	Monetary Authority of Singapore: Member
	of the Association of Financial Advisers
St. James’s Place UK plc	PRA and FCA: Long-term insurance business
St. James’s Place Unit Trust Group Limited	FCA: UCITS Management Company
St. James’s Place Wealth Management plc	FCA: Personal Investment Firm

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Financial statements

22. Capital management and allocation continued

In addition, the St. James’s Place Group is regulated as an insurance group under Solvency II,

with the PRA as the lead regulator. More information about the capital position of the Group

under Solvency II regulations is set out in the separate Solvency and Financial Condition Report

document. The overall capital position for the Group at 31 December 2025, assessed on the

standard formula basis, is presented in the following table:

	31 December	31 December
	2025	2024
	£’Million	£’Million
IFRS total assets	224,877.5	194,875.1
Less Solvency II valuation adjustments and unit-linked liabilities	(223,266.4)	(193,434.5)
Solvency II net assets	1,611.1	1,440.6
Solvency II value of in-force (VIF)	3,463.1	2,992.4
Risk margin	(441.9)	(373.0)
Own funds (A)	4,632.3	4,060.0
Standard formula SCR (B)	(2,508.9)	(2,104.1)
Solvency II free assets	2,123.4	1,955.9
Solvency II ratio (A/B)	185%	193%

The solvency ratio after payment of the proposed Group final dividend is 182% at 31 December

2025 (31 December 2024: 190%).

An overall internal capital assessment is required for insurance groups. This is known as an

ORSA (Own Risk and Solvency Assessment) and is described in more detail in the ORSA section

within the risk and control management section.

The regulatory capital requirements of companies within the Group, and the associated

solvency of the Group, are assessed and monitored by the Finance Oversight Group with

oversight by the Audit Committee on behalf of the Group Board. Ultimate responsibility for

individual companies’ regulatory capital lies with the relevant subsidiary boards.

All regulated entities exceeded the minimum solvency requirements at the reporting date

and during the year. The required minimum regulatory capital, and analysis of the assets

that qualify as regulatory capital, is outlined in the databook on our website sjp.co.uk/full-

year-results-2025-databook, which demonstrates that the Group has met its internal

capital objectives. The Group and its individually regulated operations have complied

with all externally and internally imposed capital requirements throughout the year.

See section 3 of the financial review for further information on capital and liquidity.

23. Share capital, earnings per share and shareholder returns

Share capital

	Number of	Called-up
	ordinary shares	share capital
		£’Million
At 1 January 2024	548,604,794	82.3
– Shares repurchased in buy-back programmes	(4,590,083)	(0.7)
At 31 December 2024	544,014,711	81.6
– Issue of shares	136,975	–
– Shares repurchased in buy-back programmes	(17,039,551)	(2.5)
At 31 December 2025	527,112,135	79.1

Ordinary shares have a par value of 15 pence per share (2024: 15 pence per share) and are

fully paid.

Included in the called-up share capital are 8,686,829 (2024: 4,876,364) shares held in the

Shares in trust reserve with a nominal value of £1.3 million (2024: £0.7 million). The shares

are held by the SJP Employee Benefit Trust and the St. James’s Place 2010 Share Incentive

Plan Trust to satisfy certain share-based payment schemes. The Trustees of the SJP Employee

Benefit Trust retain the right to dividends on the shares held by the Trust but have chosen to

waive their entitlement to the dividends on 5,766,265 shares at 31 December 2025 and 2,135,521

shares at 31 December 2024. The trustees of St. James’s Place Share Incentive Plan Trust retain

the right to dividends on forfeited shares held by the Trust but have chosen to waive

their entitlement to the dividend on 1,028 shares at 31 December 2025 (2024: 1,034).

Share capital increases are included within the issue of shares line.

During the year, the Company repurchased and cancelled 17,039,551 shares (2024: 4,590,083)

for a total consideration of £188.1 million (2024: £32.9 million) and incurred transaction costs of

£1.1 million (2024: £0.2 million). The cancelled shares, which had a nominal value of £2.5 million

(2024: £0.7 million), have been reflected as a decrease in share capital with a corresponding

increase in the capital redemption reserve as required by the Companies Act 2006.

The number of shares reserved for issue under options and contracts for sale of shares,

including terms and conditions, is included within Note 24.

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Governance

Other information

Financial statements

23. Share capital, earnings per share and shareholder returns

continued

Earnings per share

	Year ended	Year ended
	31 December	31 December
	2025	2024
Earnings	£’Million	£’Million
Profit after tax attributable to equity shareholders
(for both basic and diluted EPS)	531.1	398.4

Weighted average number of shares	Million	Million
Weighted average number of ordinary shares in issue (for basic EPS)	531.5	545.4
Adjustments for outstanding share options	6.3	3.6
Weighted average number of ordinary shares (for diluted EPS)	537.8	549.0

Earnings per share (EPS)	Pence	Pence
Basic earnings per share	99.9	73.0
Diluted earnings per share	98.8	72.6

Dividends

The following dividends have been paid by the Group:

	Year ended	Year ended	Year ended	Year ended
	31 December	31 December	31 December	31 December
	2025	2024	2025	2024
	Pence per	Pence per
	share	share	£’Million	£’Million
Final dividend in respect of 2023	–	8.00	–	43.8
Interim dividend in respect of 2024	–	6.00	–	32.8
Final dividend in respect of 2024	12.00	–	64.4	–
Interim dividend in respect of 2025	6.00	–	31.9	–
Total dividends	18.00	14.00	96.3	76.6

In respect of 2025 the Directors have recommended a 2025 final dividend of 12 .00 pence per

share. This amounts to £63.3 million based on the number of shares in issue on 31 December

2025 and will, subject to shareholder approval at the Annual General Meeting, be paid on

8 May 2026 to those shareholders on the register as at 27 March 2026.

In addition, under the authority granted by shareholders at the 2025 Annual General Meeting,

the Directors have resolved to undertake:

 a final share buy-back programme in respect to 2025, committing to purchase shares

up to a maximum value of £103.9 million.

 an additional share buy-back programme to return capital to shareholders following

a release of the Ongoing Service Evidence provision, committing to purchase shares

up to a maximum value of £18.7 million.

These share buy-backs will commence in March 2026.

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Financial statements

24. Share‑based payments

During the year ended 31 December 2025, the Group operated a number of different equity-

settled and cash-settled share-based payment arrangements, which are aggregated as follows:

Share option schemes

 Save As You Earn (SAYE) Plan – this is an equity-settled scheme that is available to all

employees where individuals may contribute up to £500 per month over the three-year

vesting period to purchase shares at a price not less than 80% of the market price at

the date of the invitation to participate. A total of 441,555 (2024: 3,204,991) SAYE options

were granted on 30 September 2025 (2024: two grants made on 22 March 2024 and 25

September 2024). There are no other vesting conditions.

 Associate Partner Plan – this is an equity-settled scheme that was launched during 2017

whereby Partners and advisers are entitled to purchase a set number of shares in the future

at the market price at the date of the invitation if they meet the required business volumes

over the following three years. No grants were made in 2025 (2024: nil).

 Executive Performance Share Plan – the Group Remuneration Committee may make

awards of performance options to the Executive Directors and other senior managers.

Two thirds of options awarded to Executive Directors are subject to an earnings growth

condition(s) of the Group and one third of options awarded to Executive Directors are subject

to a comparative total shareholder return condition, both measured over a three-year

performance period. Further information regarding the vesting conditions of the earnings-

growth-dependent and total-shareholder-return-dependent portions of the award is given

in the Report of the Group Remuneration Committee. Awards made to senior managers are

typically subject to the same performance conditions as the awards to Executive Directors.

Alternatively, awards made to senior managers may be subject to personal performance

conditions. This is predominantly an equity-settled scheme. A total of 1,697,851

(2024: 3,394,380) options were granted under the Performance Share Plan across four grants

made on 25 March 2025, 12 May 2025, 14 April 2025 and 11 August 2025 (2024: two grants made

on 25 March 2024 and 27 November 2024).

 Buyout Awards – under these plans recently recruited Executive Directors or members of

the Group Executive Committee have been awarded conditional and performance-related

shares. The vesting of conditional awards is subject to employment related conditions.

Performance awards include both Group and external performance conditions. The Group

performance targets are outlined in the details of the Executive Performance Share Plan

above and in the Report of the Group Remuneration Committee. The external performance

conditions are the original performance conditions relating to forfeited awards which had

an outstanding performance period of less than two years at the time of award. The plans

are predominantly equity-settled. 138,293 (2024: 241,181) awards were granted under the

Buyout award plans on 12 May 2025 (2024: 10 December 2024).

Share awards

 Share Incentive Plan (SIP) – this is an equity-settled scheme, available to all employees,

where individuals may invest up to an annual limit of £1,800 of pre-tax salary in

St. James’s Place plc shares, to which the Group will add a further 10%. The vesting period

is three years; however, if the shares are held for five years they may be sold free of income

tax or capital gains tax. There are no other vesting conditions. A total of 8,478 (2024: 19,385)

shares were granted under the SIP on 25 March 2025 (2024: 25 March 2024).

 Executive Deferred Bonus Plan (DBP) – under these plans the deferred element of the

annual bonus is used to purchase shares at market value in the Company. The shares are

held in trust over the three-year vesting period and may be subject to further non-market-

based performance conditions. The plans are predominantly equity-settled. A total of

887,787 (2024: 1,079,020) shares were granted under the Deferred Bonus Plan on 25 March

2025 (2024: 25 March 2024).

 Restricted Share Plan – under this plan employees are awarded performance-related

shares with the vesting condition being linked to Group funds under management.

The plan is predominantly equity-settled. A total of 4,608 (2024: 576,010) awards were

granted under the Restricted Share Plan on 25 March 2025 (2024: 25 March 2024).

Share options and awards outstanding under the various share-based payment schemes

set out above at 31 December 2025 amount to 15.7 million shares (2024: 17.6 million). Of these,

2.6 million (2024: 2.8 million) are under option to Partners and advisers of the St. James’s Place

Partnership, 9.8 million (2024: 11.6 million) are under option to Executive Directors and senior

management (including 1.2 million (2024: 1.1 million) under option to Directors as disclosed in

the Directors’ remuneration report) and 3.3 million (2024: 3.2 million) are under option through

the SAYE and SIP schemes. These are exercisable on a range of future dates.

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Other information

Financial statements

24. Share‑based payments continued

Financial assumptions underlying the calculation of fair value

The fair value expense has been based on the fair value of the instruments granted, as calculated using appropriate derivative pricing models.

The table below shows the weighted average assumptions and models used to calculate the grant-date fair value of each award:

				Executive			Buyout
		Share	Executive	Performance	Restricted	Buyout Awards	Awards –
	SAYE Plan 3	Incentive Plan	Deferred Bonus	Share Plan 3,4	Share Plan	– Conditional	Performance 4,5
Valuation model	Black-Scholes	Black-Scholes	Black-Scholes	Monte Carlo	Monte Carlo	Black-Scholes	Monte Carlo
Awards in 2025
Fair value (pence)	506.0	1,030.0	1,030.0	660.2/901.3	978.5	1,064.0	N/A
Share price (pence)	1,270.0	1,030.0	1,030.0	1,030.0	1,030.0	1,064.0	N/A
Exercise price (pence)	971.0	–	–	–	–	–	–
Expected volatility (% per annum) 1	39.9	N/A	N/A	39.5	N/A	N/A	N/A
Expected dividends (% per annum) 2	1.4	–	–	1.7	1.7	–	N/A
Risk-free interest rate (% per annum)	4.0	N/A	N/A	4.3	N/A	N/A	N/A
Expected life (years)	3.5	3	3	3	3	1-3.5	N/A
Volatility of competitors (% per annum)	N/A	N/A	N/A	20 -70	N/A	N/A	N/A
Correlation with competitors (%)	N/A	N/A	N/A	28	N/A	N/A	N/A

				Executive
		Share	Executive	Performance	Restricted	Buyout Awards	Buyout Awards
	SAYE Plan 3	Incentive Plan	Deferred Bonus	Share Plan 3, 4	Share Plan	– Conditional	– Performance
Valuation model	Black-Scholes	Black-Scholes	Black-Scholes	Monte Carlo	Monte Carlo	Black-Scholes	Monte Carlo
Awards in 2024
Fair value (pence)	114.2/266.4	470.0	470.0	105.3/418.8	403.3	864.0	194.0/770.0
Share price (pence)	458.6/725.0	470.0	470.0	470.0	470.0	864.0	864.0
Exercise price (pence)	405.0/578.0	–	–	–	–	–	–
Expected volatility (% per annum) 1	36.9/39.9	N/A	N/A	36.9	N/A	N/A	36.9
Expected dividends (% per annum) 2	5.2/1.9	–	–	5.1	5.1	–	5.1
Risk-free interest rate (% per annum)	3.91/3.74	N/A	N/A	4	N/A	N/A	4.0
Expected life (years)	3.5	3	3	3	3	1-6	3-6
Volatility of competitors (% per annum)	N/A	N/A	N/A	20-69	N/A	N/A	20-69
Correlation with competitors (%)	N/A	N/A	N/A	32	N/A	N/A	32

1 Expected volatility is based on an analysis of the Company’s historical share price volatility over a period which is commensurate with the expected term of the options or the awards.

2 For schemes where dividends are payable on the shares during the vesting period, the dividend yield assumption in the Black-Scholes option pricing model is set at zero.

3 The awards made under the Executive Performance Share Plan are dependent upon earnings growth in the Company (two-thirds of the award) and a total shareholder return of

a comparator group of companies (one-third of the award). This results in having two fair values for each of the awards made in the table above: the first being in relation to the

comparator total shareholder return, which is a market-based performance condition and so valued using a Monte Carlo simulation; and the second relating to the Company’s

earnings growth, which is a non-market-based performance condition and so valued using the Black-Scholes model.

4 The awards made under the Executive Performance Share Plan and Buyout Awards – Performance, to recently recruited Executive Directors or members of the Group Executive

Committee (GEC), are subject to a two-year holding period once the award has vested. This results in discounted fair values for the Executive Director and GEC population of

660.2/901.3 (2024: 105.3/418.8) to reflect the reduced marketability of the awards.

5 The awards made under Buyout Awards – Performance are significantly dependent upon earnings growth in the Company (two-thirds of the award) and a total shareholder

return of a comparator group of companies (one-third of the award). This results in having two fair values for each of the awards made in the table above, the first being in

relation to the comparator total shareholder return which is a market-based performance condition and so valued using a Monte Carlo simulation, and the second relating

to the Company’s earnings growth, which is a non-market-based performance condition and so valued using the Black-Scholes model.

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Financial statements

24. Share‑based payments continued

Share option schemes

	Year ended	Year ended	Year ended	Year ended
	31 December	31 December	31 December	31 December
	2025	2025	2024	2024
		Weighted		Weighted
	Number	average	Number	average
	of options	exercise price	of options	exercise price
SAYE Plan
Outstanding at start of year	3,184,995	£4.43	862,956	£10.26
Granted	441,555	£9.71	3,204,991	£4.20
Forfeited	(285,079)	£5.45	(882,952)	£9.32
Exercised	(61,756)	£5.76	–	–
Outstanding at end of year	3,279,715	£5.02	3,184,995	£4.43
Exercisable at end of year	664	£11.11	8,829	£12.81
Associate Partner Plan
Outstanding at start of year	2,834,683	£10.91	2,842,183	£10.91
Granted	–	–	–	–
Forfeited	(85,750)	£10.88	(7,500)	£10.83
Exercised	(107,100)	£10.94	–	–
Outstanding at end of year	2,641,833	£10.91	2,834,683	£10.91
Exercisable at end of year	2,641,833	£10.91	2,834,683	£10.91

The average share price during the year was 1,158.2 pence (2024: 639.4 pence).

The SAYE Plan options outstanding at 31 December 2025 had exercise prices of 1,111 pence

(664 options), 988 pence (52,357 options), 405 pence (2,553,282 options), 578 pence (236,250

options) and 971 pence (437,162 options), and a weighted average remaining contractual life

of 1.6 years.

The options outstanding under the Associate Partner Plan at 31 December 2025 had an exercise

price of 1,083 pence (2,226,858 options) and 1,135 pence (414,975 options), and a weighted

average remaining contractual life of nil years.

All share options under the below schemes have exercise prices of nil.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	Number	Number
	of shares	of shares
Executive Performance Share Plan
Outstanding at start of year	8,284,244	6,660,214
Granted	1,697,851	3,394,380
Forfeited	(2,870,551)	(1,405,649)
Exercised	(914,873)	(364,701)
Outstanding at end of year	6,196,671	8,284,244
Exercisable at end of year	311,858	2,230,261
Buyout Awards – conditional
Outstanding at start of year	149,372	–
Granted	138,293	149,372
Forfeited	–	–
Exercised	(19,091)	–
Outstanding at end of year	268,574	149,372
Exercisable at end of year	–	–
Buyout Awards – performance
Outstanding at start of year	91,809	–
Granted	–	91,809
Forfeited	(6,486)	–
Exercised	–	–
Outstanding at end of year	85,323	91,809
Exercisable at end of year	–	–

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Other information

Financial statements

24. Share‑based payments continued

Share awards

All share awards under the below schemes have exercise prices of nil.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	Number	Number
	of shares	of shares
Share Incentive Plan
Outstanding at start of year	53,024	38,707
Granted	8,478	19,385
Forfeited	(1,259)	–
Exercised	(19,945)	(5,068)
Outstanding at end of year	40,298	53,024
Exercisable at end of year	8,044	–
Executive Deferred Bonus Plan
Outstanding at start of year	2,113,350	1,091,624
Granted	887,787	1,079,020
Forfeited	(520,305)	(57,294)
Exercised	–	–
Outstanding at end of year	2,480,832	2,113,350
Exercisable at end of year	–	–
Restricted Share Plan
Outstanding at start of year	921,023	417,973
Granted	4,608	576,010
Forfeited	(199,154)	(72,960)
Exercised	–	–
Outstanding at end of year	726,477	921,023
Exercisable at end of year	–	–

Early exercise assumptions

An allowance has been made for the impact of early exercise once options have vested in the

SAYE Plan, where all option holders are assumed to exercise half-way through the six-month

exercise window.

Allowance for performance conditions

The Executive Performance Share Plan includes a market-based performance condition

based on the Company’s total shareholder return relative to an index of comparator

companies. The impact of this performance condition has been modelled using Monte Carlo

simulation techniques, which involve running many thousands of simulations of future share

price movements for both the Company and the comparator index. For the purpose of these

simulations it is assumed that the share price of the Company and the comparator index

are 28% (2024: 32%) correlated and that the comparator index has volatilities ranging between

20% per annum and 70% per annum (2024: 20% per annum and 69% per annum).

The performance condition is based on the Company’s performance relative to the comparator

index over a three-year period commencing on 1 January each year. The fair-value calculations

for the awards that were made in 2025 therefore include an allowance for the actual performance

of the Company’s share price relative to the index over the period between 1 January 2025 and

the various award dates.

Charge to the consolidated statement of comprehensive income

The table below sets out the charge to the consolidated statement of comprehensive income

in respect of the share-based payment awards:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Equity-settled share-based payment expense	19.2	11.2
Cash-settled share-based payment expense	1.0	0.2
Total share-based payment expense	20.2	11.4

Liabilities recognised in the statement of financial position

The liabilities recognised in the statement of financial position in respect of the cash-settled

share-based payment awards, and National Insurance obligations arising from share-based

payment awards, are as follows. These liabilities are included within other payables on the face

of the statement of financial position.

	31 December	31 December
	2025	2024
	£’Million	£’Million
Liability for cash-settled share-based payments	2.2	1.5
Liability for employer National Insurance contributions
on cash-settled and equity-settled share-based payments	9.9	4.8

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Other information

Financial statements

25. Interests in unconsolidated entities

Unconsolidated structured entities

The Group operates investment vehicles, such as unit trusts. Clients are able to invest in

these directly, but also indirectly through products offered by St. James’s Place UK plc and

St. James’s Place International plc. As a result, the Group’s insurance companies can be

significant investors in the unit trusts. Note 2 sets out the judgements inherent in determining

when the Group controls, and therefore consolidates, the relevant investment vehicles.

The majority of the risk from a change in the value of the Group’s investment in unconsolidated

unit trusts is matched by a change in unit holder liabilities. The maximum exposure to loss,

prior to considering unit holder liabilities, is equal to the carrying value of the investment.

This is recognised within investments in Collective Investment Schemes.

The following unit trust is not consolidated within the Group financial statements; however,

the Group does act as the fund manager of this unit trust.

	Percentage of						Net asset value
	ownership interest						as at 31 December
	2025	2024	Principal place	Nature of	Measurement	2025	2024
	%	%	of business	relationship	method	£’Million	£’Million
St. James’s Place	2.21	1.47	United	Manager of	Fair value	165.7	586.8
Property Unit Trust			Kingdom	unit trust	through
					profit or loss

As at 31 December 2025 the value of the Group’s interests in St. James’s Place Property Unit Trust

was £3.7 million (2024: £8.6 million).

26. Interests in other entities

Principal subsidiaries
Investment Holding Companies	St. James’s Place Wealth Management Group Limited 1
	St. James’s Place DFM Holdings Limited 1
Life Assurance	St. James’s Place UK plc
	St. James’s Place International plc (incorporated in Ireland) 2
Unit Trust Management	St. James’s Place Unit Trust Group Limited
Unit Trust Administration
and ISA Management	St. James’s Place Investment Administration Limited
Distribution	St. James’s Place Wealth Management plc
Management Services	St. James’s Place Management Services Limited 3
Treasury Company	St. James’s Place Partnership Services Limited
Adviser Acquisitions	St. James’s Place Acquisition Services Limited
AME Distribution	St. James’s Place International Distribution Limited
	St. James’s Place Investment Management Limited (formerly
Discretionary Fund Management	Rowan Dartington & Co. Limited)

1 Directly held by St. James’s Place plc.

2 The Company also operates a branch in Singapore.

3 The Company also operates a branch in the Republic of Ireland.

Ongoing solvency requirements within the life assurance, unit trust and financial services

companies of the Group restrict their ability to distribute all their distributable reserves.

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Financial statements

26. Interests in other entities continued

Included below is a full list of the entities within the St. James’s Place plc Group at 31 December 2025:

	Company					Country of		Audit
Entity	number		Registered office			incorporation	Principal activity	exemption
Cabot Portfolio Nominees Limited	03636010		2610		The Quadrant, Aztec West, Almondsbury, Bristol, England, BS32 4AQ	England and Wales	Nominee company	Yes
Capstone Financial (HK) Limited	1256431		8F Kailey Tower, 16 Stanley Street Central, Hong Kong			Hong Kong	Financial advice	No
CGA Financial & Investment Services Limited	02666180 *					England and Wales	Financial advice	Yes
Dartington Portfolio Nominees Limited	01489542		2610		The Quadrant, Aztec West, Almondsbury, Bristol, England, BS32 4AQ	England and Wales	Nominee company	Yes
Edwards Wealth Ltd	09229694 *					England and Wales	Financial advice	Yes
Fortura Financial Partners Limited	14320641 *					England and Wales	Financial advice	Yes
Future Proof Limited	07608319 *					England and Wales	Financial advice	Yes
Ian Cockbain Wealth Management Limited	04639701 *					England and Wales	Financial advice	Yes
Lewington Wealth Management Limited	04290504 *					England and Wales	Financial advice	Yes
Linden House Financial Services Limited	02990295 *					England and Wales	Financial advice	Yes
Ludian Financial Planning Limited	16709363 *					England and Wales	Financial advice	No
M.H.S. (Holdings) Limited	00559995 *					England and Wales	Non-trading	Yes
Perennial Financial Management Limited	04609753 *					England and Wales	Financial advice	Yes
Policy Services Limited	SC230167		Oracle Campus, Blackness Road, Linlithgow, West Lothian, EH49 7BF,			Scotland	Financial advice	No
Reflect Financial Limited	04373946 *		United Kingdom			England and Wales	Financial advice	Yes
St. James’s Place Investment Management Limited	02752304 *					England and Wales	Stockbroker and	No
(formerly Rowan Dartington & Co. Limited)							investment manager
Rowan Dartington Holdings Limited	07470226 *					England and Wales	Holding company	Yes
SJP Legacy Holdings Ltd	SC492906		Oracle Campus, Blackness Road, Linlithgow, West Lothian, EH49 7BF,			Scotland	Holding company	Yes
			United Kingdom
SJP Partner Loans No. 1 Limited	11390901		10th Floor, 5 Churchill Place, London, E14 5HU, United Kingdom			England and Wales	Securitisation	No
St. James’s Place (Hong Kong) Limited	275275		1st Floor, Henley Building, 5 Queen’s Road Central, Hong Kong			Hong Kong	Overseas distribution	No
St. James’s Place (Middle East) Limited	6826				Gate District Precinct Building 03, Unit Precinct 3-7th Floor-Units 706, 707	United Arab	Overseas distribution	No
			&	708	Level 7, Dubai International Financial Centre, United Arab Emirates,	Emirates
St. James’s Place (PCP) Limited	02706684 *		PO Box 507256			England and Wales	Transaction and servicing	Yes
							of SJP income streams
St. James’s Place (Singapore) Private Limited	20040639	8R	1 Raffles Place, #15-61 One Raffles Place, 048616, Singapore			Singapore	Financial advice	No

190

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Financial statements

	Company			Country of		Audit
Entity	number		Registered office	incorporation	Principal activity	exemption
St. James’s Place Acquisition Services Limited	07730835 *			England and Wales	Adviser acquisitions	Yes
St. James’s Place Corporate Secretary Limited	09131866 *			England and Wales	Corporate secretary	Yes
St. James’s Place DFM Holdings Limited	09687687 *			England and Wales	Holding company	Yes
St. James’s Place International (Hong Kong) Limited	64458142		1st Floor, Henley Building, 5 Queen’s Road Central, Hong Kong	Hong Kong	Life assurance	No
St. James’s Place International Distribution Limited	08798683 *			England and Wales	Holding company	Yes
St. James’s Place International plc	185345		Fleming Court, Flemings Place, Dublin 4, Ireland	Ireland	Life assurance	No
St. James’s Place Investment Administration Limited	08764231 *			England and Wales	Unit trust administration	No
					and ISA manager
St. James’s Place Management Services Limited	02661044 *			England and Wales	Management services	No
St. James’s Place Nominees Limited	08764214 *			England and Wales	Nominee company	Yes
St. James’s Place Partnership Services Limited	08201211 *			England and Wales	Treasury company	No
St. James’s Place UK plc	02628062 *			England and Wales	Life assurance	No
St. James’s Place Unit Trust Group Limited	00947644 *			England and Wales	Unit trust management	No
St. James’s Place Wealth Management (Shanghai)	1511517		1st Floor, Henley Building, 5 Queen’s Road Central, Hong Kong	Hong Kong	Overseas distribution	No
Limited
St. James’s Place Wealth Management Group Limited	02627518 *			England and Wales	Holding company	No
St. James’s Place Wealth Management International	20132345	3N	1 Raffles Place, #15-61 One Raffles Place, 048616, Singapore	Singapore	Holding company	No
Pte. Ltd
St. James’s Place Wealth Management plc	04113955 *			England and Wales	UK distribution	No
Technical Connection Limited	03178474 *			England and Wales	Tax and advisory services	Yes
Tring Financial Management Limited	05487108 *			England and Wales	Policy administration	Yes
Virtue Money Limited	SC346827		Oracle Campus, Blackness Road, Linlithgow, West Lothian, EH49 7BF,	Scotland	Holding company	Yes
			United Kingdom

* Indicates that the registered office is St. James’s Place House, 1 Tetbury Road, Cirencester, Gloucestershire, England, GL7 1FP.

26. Interests in other entities continued

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Financial statements

26. Interests in other entities continued

The Group incorporated Ludian Financial Planning Limited (16709363) on 10 September 2025,

with its first accounts to be made up to 31 December 2026.

On 18 February 2026 Capstone Financial (HK) Limited (1256431) was dissolved.

Where indicated in the table, subsidiaries of St. James’s Place plc have taken advantage,

or are expected to take advantage, of the exemption from statutory audit granted by section

479A of the Companies Act 2006. In accordance with section 479C, St. James’s Place plc has

guaranteed all the outstanding liabilities as at 31 December 2025 of these companies.

All Group companies have an accounting reference date of 31 December. The tax residency

of each subsidiary is the same as the country of incorporation.

100% of the equity share capital is held for the subsidiaries listed in the preceding table,

with the exception of:

 SJP Partner Loans No. 1 Limited (11390901), where 100% of the equity share capital is held by a

third-party entity outside the Group. Note that all assets and liabilities of SJP Partner Loans

No.1 Limited are restricted and ring-fenced from the other assets and liabilities of the Group.

 Lewington Wealth Management Limited (04290504) where 25% of the equity share capital

is held by a third-party entity outside the Group.

Following an assessment of control in accordance with IFRS 10 it was determined that SJP

Partner Loans No. 1 Limited and Lewington Wealth Management Limited are controlled by

the Group and thus consolidated.

In addition, the Group financial statements consolidate the following unit trusts,

all of which are registered in England and Wales. The registered address of the unit

trust manager, St. James’s Place Unit Trust Group Limited, is St. James’s Place House,

1 Tetbury Road, Cirencester, Gloucestershire, GL7 1FP, United Kingdom.

St. James’s Place Adventurous Growth Unit Trust

St. James’s Place Adventurous International Growth Unit Trust

St. James’s Place Asia Pacific Unit Trust

St. James’s Place Balance InRetirement Unit Trust

St. James’s Place Balanced Growth Unit Trust

St. James’s Place Balanced International Growth Unit Trust

St. James’s Place Balanced Managed Unit Trust

St. James’s Place Conservative Growth Unit Trust

St. James’s Place Conservative International Growth Unit Trust

St. James’s Place Continental European Unit Trust

St. James’s Place Corporate Bond Unit Trust

St. James’s Place Diversified Assets (FAIF) Unit Trust

St. James’s Place Diversified Bond Unit Trust

St. James’s Place Emerging Markets Equity Unit Trust

St. James’s Place Global Absolute Return Unit Trust

St. James’s Place Global Emerging Markets Unit Trust

St. James’s Place Global Equity Unit Trust

St. James’s Place Global Government Bond Unit Trust

St. James’s Place Global Government Inflation Linked Bond Unit Trust

St. James’s Place Global Growth Unit Trust

St. James’s Place Global High Yield Bond Unit Trust

St. James’s Place Global Quality Unit Trust

St. James’s Place Global Smaller Companies Unit Trust

St. James’s Place Global Unit Trust

St. James’s Place Global Value Unit Trust

St. James’s Place Greater European Progressive Unit Trust

St. James’s Place Growth InRetirement Unit Trust

St. James’s Place International Equity Unit Trust

St. James’s Place Investment Grade Corporate Bond Unit Trust

St. James’s Place Japan Unit Trust

St. James’s Place Managed Growth Unit Trust

St. James’s Place Money Market Unit Trust

St. James’s Place North American Unit Trust

St. James’s Place Polaris 1 Unit Trust

St. James’s Place Polaris 2 Unit Trust

St. James’s Place Polaris 3 Unit Trust

St. James’s Place Polaris 4 Unit Trust

St. James’s Place Polaris Multi-Index 1 Unit Trust

St. James’s Place Polaris Multi-Index 2 Unit Trust

St. James’s Place Polaris Multi-Index 3 Unit Trust

St. James’s Place Polaris Multi-Index 4 Unit Trust

St. James’s Place Prudence InRetirement Unit Trust

St. James’s Place Strategic Income Unit Trust

St. James’s Place Strategic Managed Unit Trust

St. James’s Place Sustainable & Responsible Equity Unit Trust

St. James’s Place UK Equity Income Unit Trust

St. James’s Place UK Unit Trust

St. James’s Place Worldwide Income Unit Trust

Individually immaterial associates

The Group also has interests in individually immaterial associates that are accounted for using

the equity method.

	31 December	31 December
	2025	2024
	£’Million	£’Million
Aggregate carrying value of individually immaterial associates	24.0	21.9
Aggregate amounts of the Group’s share of total
comprehensive income	0.5	0.3

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

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Financial statements

27. Related‑party transactions

Transactions with associates and non‑wholly‑owned subsidiaries

Associates

Outstanding at the year-end were business loans of £11.0 million (2024: £11.9 million) to

associates of the Group. During the year £nil (2024: £8.9 million) was advanced and £1.8 million

(2024: £4.3 million) was repaid. Business loans to associates are interest-bearing (linked to the

Bank of England base rate plus a margin) and repayable in line with the terms of the loan

contract. Interest of £0.9 million was received during 2025 (2024: £0.6 million).

In addition, commission, advice fees and other payments of £12.3 million were paid

(2024: £10.0 million paid), under normal commercial terms, to associates of the Group.

The outstanding amount at 31 December 2025 was £1.0 million payable (2024: £0.7 million

payable).

Non‑wholly owned subsidiaries

Commission, advice fees and other payments of £4.6 million were paid (2024: £4.3 million paid),

under normal commercial terms, to non-wholly-owned Group companies. The outstanding

amount at 31 December 2025 was £0.4 million payable (2024: £0.5 million payable).

Transactions with key management personnel

Key management personnel have been defined as the Board of Directors and members

of the Group Executive Committee. The remuneration paid to the Board of Directors of

St. James’s Place plc is set out in the Directors’ remuneration report, in addition to the

disclosure in this note.

The Directors’ remuneration report also sets out transactions with the Directors under the

Group’s share-based payment schemes, together with details of the Directors’ interests in

the share capital of the Company.

Compensation of key management personnel is as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£’Million	£’Million
Short-term employee benefits	12.9	10.2
Post-employment benefits	0.5	0.6
Share-based payments	6.3	(0.7)
Total	19.7	10.1

The total value of Group FUM held by related parties of the Group as at 31 December 2025

was £17.7 million (2024: £25.2 million). The total value of St. James’s Place plc dividends paid

to related parties of the Group during the year was £0.1 million (2024: £0.2 million).

Commission, advice fees and other payments of £nil (2024: £1.3 million) were paid, under

normal commercial terms, to St. James’s Place advisers who were related parties by virtue of

being connected persons with key management personnel. The outstanding amount payable

at 31 December 2025 was £nil (2024: £0.1 million).

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Notes to the consolidated financial statements under International Financial Reporting Standards continued

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Financial statements

Design to be reviewed

In this section

Parent Company statement

of financial position 194

Parent Company statement

of changes in equity 195

Notes to the Parent Company

financial statements 196

Note

As at

31 December

2025

As at

31 December

2024

£’Million £’Million

Investment in subsidiaries 3 2,211.0 2,102.4

Current assets

Amounts owed by Group undertakings 7 728.2 274.8

Corporation tax assets – 0.1

Other receivables 0.1 0.1

Cash and cash equivalents 0.9 –

Current liabilities

Corporation tax liabilities (4.8) –

Other payables (0.4) –

Net current assets 724.0 275.0

Amounts due to Group undertakings 7 (213.9) (201.3)

Net assets 2,721.1 2,176.1

Equity

Share capital 4 79.1 81.6

Share premium 235.4 233.9

Capital redemption reserve 4 3.2 0.7

Share option reserve 309.9 290.7

Miscellaneous reserves 0.1 0.1

Retained earnings 2,093.4 1,569.1

Total shareholders’ funds 2,721.1 2,176.1

In publishing the Parent Company financial statements, the Company has taken advantage

of the exemption in section 408 of the Companies Act 2006 not to present its individual income

statement and related notes that form part of these Parent Company financial statements.

The Company is not required to present a statement of comprehensive income. The Company’s

profit after tax for the financial year was £8 09 .8 million (2024: £559 .6 million) which can be seen

in the statement of changes in equity.

The Parent Company financial statements on pages 194 to 199 were approved by the Board

of Directors on 24 February 2026 and signed on its behalf by:

Mark FitzPatrick

Chief Executive Officer

The Notes and information on pages 196 to 199 form part of these Parent Company

financial statements.

Parent Company

financial statements

194

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Parent Company statement of financial position

Registered number: 03183415.

Strategic report

Governance

Other information

Financial statements

Note

capital

premium

Capital

redemption

reserve

Share option

reserve

Miscellaneous

reserves

Retained

earnings

Total

shareholders’

funds

£’Million £’Million £’Million £’Million £’Million £’Million £’Million

At 1 January 2024 82.3 233.9 – 279.5 0.1 1,119.2 1,715.0

Profit and total comprehensive income for the year – – – – – 559.6 559.6

Dividends 6 – – – – – (76.6) (76.6)

Shares repurchased in buy-back programmes 4 (0.7) – 0.7 – – (33.1) (33.1)

Cost of share options expensed in subsidiaries – – – 11.2 – – 11.2

At 31 December 2024 81.6 233.9 0.7 290.7 0.1 1,569.1 2,176.1

Profit and total comprehensive income for the year – – – – – 809.8 809.8

Dividends 6 – – – – – (96.3) (96.3)

Issue of share capital 4 – 1.5 – – – – 1.5

Shares repurchased in buy-back programmes 4 (2.5) – 2.5 – – (189.2) (189.2)

Cost of share options expensed in subsidiaries – – – 19.2 – – 19.2

At 31 December 2025 79.1 235.4 3.2 309.9 0.1 2,093.4 2,721.1

The Notes and information on pages 196 to 199 form part of these Parent Company financial statements.

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195

Parent Company statement of changes in equity

Strategic report

Governance

Other information

Financial statements

1. Accounting policies

Basis of preparation

St. James’s Place plc (the Company) is a public company limited by shares which is incorporated

and registered in England and Wales, domiciled in the United Kingdom and whose shares

are publicly traded. The Company offers a range of insurance, investment and other wealth

management services through its subsidiaries, which are incorporated in the UK, Ireland,

Middle East and Asia.

The financial statements have been prepared under the historical cost convention, on a going

concern basis and in accordance with Financial Reporting Standard 101 (FRS 101) Reduced

Disclosure Framework and the Companies Act 2006 as applicable to companies using FRS 101.

The preparation of these financial statements in compliance with FRS 101 requires the use of certain

critical accounting estimates. It also requires management to exercise judgement in applying

the Company’s accounting policies. No significant accounting judgements have been made.

Adoption of new and amended accounting standards

As at 31 December 2025, the were no relevant new and amended standards, which the

Company adopted as of 1 January 2025.

FRS 101 – reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

 the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment

 the requirements of IFRS 7 Financial Instruments: Disclosures

 the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement

 the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present

comparative information in respect of paragraph 79(a)(iv) of IAS 1

 the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111

and 134-136 of IAS 1 Presentation of Financial Statements

 the requirements of paragraphs 1 to 44E, 44H(b)(ii) and 45 to 65 of IAS 7 Statement of

Cash Flows

 the requirements of paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7

Statement of Cash Flows, provided that equivalent disclosures are included in the

consolidated financial statements of the Group, in which the entity is consolidated.

 the requirements of paragraphs 6B, 30 and 31 of IAS 8 Accounting Policies, Changes

in Accounting Estimates and Errors

 the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

 the requirements in IAS 24 Related Party Disclosures to disclose related-party transactions

entered into between two or more members of a group, provided that any subsidiary which

is a party to the transaction is wholly owned by such a member

 the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36

Impairment of Assets, provided that equivalent disclosures are included in the consolidated

financial statements of the Group, in which the entity is consolidated.

Going concern

The Company is a non-trading investment holding company which has positive net assets.

Going concern has been evaluated by the Directors of the Company. As part of this the

Directors have reviewed and take comfort from the Group’s assessment of going concern as

set out in Note 1 to the consolidated financial statements. The Board believes the Company will

continue to be in business, with neither the intention nor the necessity of liquidation, ceasing

trading or seeking protection from creditors pursuant to laws or regulations, for a period of at

least 12 months from the date of approval of the company financial statements. As a result, the

Company continues to adopt the going concern basis in preparing these financial statements.

Significant accounting policies

The following principal accounting policies have been applied consistently to all the years presented.

(a) Investment return

Investment return comprises dividends from subsidiaries. Interim dividends are accounted for

when received. Final dividends are accounted for when the dividend has been declared and

approved by the subsidiary.

(b) Taxation

Taxation is based on profits and income for the year as determined in accordance

with the relevant tax legislation, together with adjustments to provisions for prior years.

Investments in subsidiaries are carried at cost stated after any impairment losses,

plus the cost of equity-settled share awards granted by the Company of its own shares.

(d) Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual

arrangements of the instrument. Financial instruments are de-recognised when they are

discharged or when the contractual terms expire. The Company’s accounting policies in

respect of financial instruments transactions are explained below:

Financial assets

The Company classifies its financial assets at amortised cost.

At amortised cost

Financial assets held at amortised cost are non-derivative financial assets with fixed

or determinable payments that are not quoted in an active market. The most significant

category of financial assets held at amortised cost for the Company is amounts owed by

Group undertakings. They are initially recognised at fair value plus transaction costs that are

directly attributable to their acquisition or issue, and are subsequently carried at amortised

cost using the effective interest rate method, less provision for impairment.

Financial assets held at amortised cost are impaired using an expected credit loss model.

Expected credit losses are based on the historic levels of loss experienced for the relevant

financial assets, with due consideration given to forward looking information.

196

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Notes to the Parent Company financial statements

Strategic report

Governance

Other information

Financial statements

1. Accounting policies continued

Financial liabilities

The Company classifies all of its financial liabilities at amortised cost.

At amortised cost

Financial liabilities at amortised cost are initially recognised at fair value net of any transaction

costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are

subsequently measured at amortised cost using the effective interest rate method, which

ensures that any interest expensed over the period to repayment is at a constant rate on

the balance of the liability carried into the statement of financial position.

2. Income from shares in Group undertakings

Dividend income received during the year was £900.0 million (2024: £560.0 million).

3. Investment in subsidiaries

Investment in

subsidiaries

£’Million

Cost or valuation

At 1 January 2024

1,576.2

Additions 526.2

At 31 December 2024 2,102.4

Additions 213.1

At 31 December 2025 2,315.5

Impairment

At 1 January 2024

–

Charge for the year –

At 31 December 2024 –

Charge for the year 104.5

At 31 December 2025 104.5

Carrying value

At 31 December 2024 2,102.4

At 31 December 2025 2,211.0

During the year the Group completed a reorganisation of the Group structure, resulting in the

Company now directly holding nine subsidiaries, seven of which were previously indirectly held

through a subsidiary company, St. James’s Place Wealth Management Group Limited (SJPWMG).

In lieu of FRS 101 providing specific guidance on the accounting of the reorganisation of a

Group structure, the Company has considered the most recent pronouncements of other

relevant standard-setting bodies. The Company considers the principles set out within

FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ to

be the most relevant to the Company and applied the merger accounting method to the

relevant transactions. In line with the principles of merger accounting, the reorganisation

transactions had nil impact to the statement of comprehensive income.

The carrying value of the investment in subsidiaries is reviewed at least annually for impairment,

or when circumstances or events indicate there may be uncertainty over its value. The investments

are supported by the value in use of the subsidiaries. The key assumptions used are the value

of in-force business together with a discount rate of 7.8% (2024: 7.8%).

It is considered that any reasonably possible levels of change in the key assumptions would not

result in an impairment.

4. Share capital

Number of

ordinary shares

Called-up

share capital

£’Million

At 1 January 2024 548,604,794 82.3

– Shares repurchased in buy-back programmes (4,590,083) (0.7)

At 31 December 2024 544,014,711 81.6

– Issue of shares 136,975 –

– Shares repurchased in buy-back programmes (17,039,551) (2.5)

At 31 December 2025 527,112,135 79.1

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197

Notes to the Parent Company financial statements continued

Strategic report

Governance

Other information

Financial statements

4. Share capital continued

Ordinary shares have a par value of 15 pence per share (2024: 15 pence per share) and are fully

paid. The Company received consideration of £1.5 million (2024: £nil) for the shares issued during

the year, including those issued to satisfy the exercise of options.

During the year, the Company repurchased and cancelled 17,039,551 shares (2024: 4,590,083)

for a total consideration of £188.1 million (2024: £32.9 million) and incurred transaction costs of

£1.1 million (2024: £0.2 million). The cancelled shares, which had a nominal value of £2.5 million

(2024: £0.7 million), have been reflected as a decrease in share capital and a corresponding

increase in the capital redemption reserve as required by the Companies Act 2006.

5. Auditors’ remuneration

The total audit fee in respect of the Group is set out in Note 5 to the consolidated financial

statements. The audit fee charged to the Company for the year ended 31 December 2025

is £34,649 (2024: £33,316), which is borne by another entity within the Group.

6. Dividends

The following dividends have been paid by the Company:

Year ended

31 December

2025

Year ended

31 December

2024

Year ended

31 December

2025

Year ended

31 December

2024

Pence per

share £’Million £’Million

Final dividend in respect of 2023 8.00 43.8

Interim dividend in respect of 2024 6.00 32.8

Final dividend in respect of 2024 12.00 – 64.4 –

Interim dividend in respect of 2025 6.00 – 31.9 –

Total dividends 18.00 14.00 96.3 76.6

In respect of 2025 the Directors have recommended a 2025 final dividend of 12.00 pence per

share. This amounts to £63.3 million based on the number of shares in issue on 31 December 2025

and will, subject to shareholder approval at the Annual General Meeting, be paid on 8 May 2026

to those shareholders on the register as at 27 March 2026.

In addition, under the authority granted by shareholders at the 2025 Annual General Meeting,

the Directors have resolved to undertake:

 a final share buy-back programme in respect to 2025, committing to purchase shares

up to a maximum value of £103.9 million.

 an additional share buy-back programme to return capital to shareholders following

a release of the Ongoing Service Evidence provision, committing to purchase shares

up to a maximum value of £18.7 million.

These share buy-backs will commence in March 2026.

7. Related‑party transactions and balances

At the year-end the following related-party balances existed, in addition to the investments in

subsidiaries which are set out in Note 3.

31 December

2025

31 December

2024

£’Million £’Million

Amounts owed by Group undertakings

St. James’s Place Partnership Services Limited 728.2 274.8

Total 728.2 274.8

The amounts owed by Group undertakings are loans granted by the Company which are

unsecured and repayable on demand. The loans incur interest at an agreed rate above the

Bank of England’s base rate, as stated in the loan agreements.

Amounts owed by Group undertakings continue to be classified as performing; see accounting

policy (d).

31 December

2025

31 December

2024

£’Million £’Million

Amounts due to Group undertakings

St. James’s Place UK plc (213.9) (201.3)

Total (213.9) (201.3)

Amounts due to Group undertakings are unsecured with a variable interest rate and repayable

after ten years.

During the year, the Company received £900.0 million (2024: £560.0 million) of dividends

from subsidiary undertakings. The total value of St. James’s Place funds under management

(FUM) held by related parties of the Company as at 31 December 2025 was £17.7 million

(2024: £25.2 million). The total value of dividends paid to related parties of the Company

during the year was £0.1 million (2024: £0.2 million).

The following wholly-owned subsidiaries of St. James’s Place plc have taken advantage, or are

expected to take advantage, of the exemption from statutory audit granted by section 479A of

the Companies Act 2006.

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Notes to the Parent Company financial statements continued

Strategic report

Governance

Other information

Financial statements

7. Related‑party transactions and balances continued

In accordance with section 479C, St. James’s Place plc has therefore guaranteed all the

outstanding liabilities as at 31 December 2025 of:

Cabot Portfolio Nominees Limited 03636010

CGA Financial & Investment Services Limited 02666180

Dartington Portfolio Nominees Limited 01489542

Edwards Wealth Ltd 09229694

Fortura Financial Partners Limited 14320641

Future Proof Limited 07608319

Ian Cockbain Wealth Management Limited 04639701

Lewington Wealth Management Limited 04290504

Linden House Financial Services Limited 02990295

M.H.S. (Holdings) Limited 00559995

Perennial Financial Management Limited 04609753

Reflect Financial Limited 04373946

Rowan Dartington Holdings Limited 07470226

SJP Legacy Holdings Ltd SC492906

St. James’s Place (PCP) Limited 02706684

St. James’s Place Acquisition Services Limited 07730835

St. James’s Place Corporate Secretary Limited 09131866

St. James’s Place DFM Holdings Limited 09687687

St. James’s Place International Distribution Limited 08798683

St. James’s Place Nominees Limited 08764214

Technical Connection Limited 03178474

Tring Financial Management Limited 05487108

Virtue Money Limited SC346827

8. Directors’ emoluments

The Directors’ responsibilities relate primarily to the trading companies of the Group and

accordingly their costs are charged to those companies and none are met by the Parent Company.

Disclosure of the Directors’ emoluments is made within the Directors’ remuneration report.

9. Company information

In the opinion of the Directors there is not considered to be any ultimate controlling party.

Copies of the consolidated financial statements of St. James’s Place plc may be obtained

from the Company Secretary, St. James’s Place plc, St. James’s Place House, 1 Tetbury Road,

Cirencester, Gloucestershire GL7 1FP, United Kingdom.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

199

Notes to the Parent Company financial statements continued

Strategic report

Governance

Other information

Financial statements

Other information

Shareholder information 201

How to contact us and our advisers 202

Aligning our progress with

recognised frameworks 203

Full emissions disclosure 207

Glossary of alternative

performance measures 208

Supplementary information: Cash result 211

Glossary of terms 213

39%

of parents expect they will have

to bear the financial costs of any

childcare for potential grandchildren

Find out more about the value

of financial advice on page 09

Find out more in our Real Life Advice

Report sjp.co.uk/real-life-advice

Real advice that

gave Maggie the

confidence to handle

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When Maggie was widowed tragically young, she found

herself making decisions that would impact the financial

security of the whole family. Maggie’s SJP Partner, Lee, helped

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Watch and read Maggie’s and other stories

sjp.co.uk/client-stories

200

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

Strategic report

Governance

Financial statements

Other information

Analysis of shareholder holdings as of 31 December 2025

Analysis by number of shares Holders Percentage Shares held Percentage

1–999 1,787 49.26% 610,922 0.12%

1,000–9,999 1,244 34.29% 3,610,349 0.68%

10,000–99,999 309 8.52% 10,813,648 2.05%

100,000 and above 288 7.93% 512,077,216 97.15%

3,628 100.00% 527,112,135 100.00%

2026 financial calendar

Ex-dividend date for 2025 final dividend 26 March 2026

Record date for 2025 final dividend 27 March 2026

Announcement of first-quarter new business 29 April 2026

Annual General Meeting 30 April 2026

Payment date for 2025 final dividend 8 May 2026

Announcement of half-year results and second-quarter new business 29 July 2026

Ex-dividend date for 2026 interim dividend 6 August 2026

Record date for 2026 interim dividend 7 August 2026

Payment date for 2026 interim dividend 18 September 2026

Announcement of third-quarter new business 29 October 2026

The above dates are subject to change and further information on the 2026 financial calendar can

be found on the shareholders section of the Company’s website, at sjp.co.uk/financial-calendar.

Dividend Reinvestment Plan

If you would prefer to receive new shares instead of cash dividends, please complete a

Dividend Reinvestment Plan (DRIP) form, which is available from our Registrars, Computershare

Investor Services PLC. Their contact details are overleaf.

Dividend mandate

Shareholders can arrange to have their dividends paid directly into their bank or building society

account by completing a bank mandate form. The advantages to using this service are: the

payment is more secure than sending a cheque through the post; it avoids the inconvenience

of paying in a cheque; and it reduces the risk of lost, stolen or out-of-date cheques. A mandate

form can be obtained from Computershare or you will find one on the reverse of your last

dividend confirmation.

Share dealing

A postal and web-based dealing service has been established with the Registrars,

Computershare Investor Services PLC, which provides shareholders with a simple

way of buying and selling St. James’s Place plc shares on the London Stock Exchange.

Further information about share dealing services can be obtained by logging on to:

www-uk.computershare.com/Investor/#ShareDealingInfo.

Electronic communications

If you would like to have access to shareholder communications such as the Annual Report

and Accounts and the Notice of Annual General Meeting through the internet rather than

receiving them by post, please register at www.investorcentre.co.uk/ecomms.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

201

Shareholder information

Strategic report

Governance

Financial statements

Other information

How to contact us

Registered office

St. James’s Place House

1 Tetbury Road

Cirencester

Gloucestershire

GL7 1FP

Tel: 01285 640302

sjp.co.uk

Chair

Paul Manduca

Email: chair@sjp.co.uk

Chief Executive Officer

Mark FitzPatrick

Email: ceooffice@sjp.co.uk

Chief Financial Officer

Caroline Waddington

Email: cfooffice@sjp.co.uk

Company Secretary

Jonathan Dale

Email: jonathan.dale@sjp.co.uk

Client services

Sharon Rowe

Tel: 01285 878921

Email: sharon.rowe@sjp.co.uk

Analyst enquiries

Hugh Taylor

Email: hugh.taylor@sjp.co.uk

Media enquiries

St. James’s Place

Angela Warburton

Tel: 07442 479542

Email: angela.warburton@sjp.co.uk

Brunswick Group

Eilís Murphy

Tel: 020 7404 5959

Email: sjp@brunswickgroup.com

Advisers

Registrar and transfer office

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS99 6ZZ

Tel: 0370 702 0197

Email: webqueries@computershare.co.uk

www.investorcentre.co.uk/contactus

Independent auditors

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

2 Glass Wharf

Bristol

BS2 0FR

Brokers

Citigroup Global Markets Limited

33 Canada Square

Canary Wharf

London

E14 5LB

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London

E14 4QA

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St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

How to contact us and our advisers

Strategic report

Governance

Financial statements

Other information

We want to make it easy for all our stakeholders to understand the work we are doing and how we are measuring our performance. We align our approach to key external

frameworks which help broaden our impact. Since 2018, we aligned to the United Nations Sustainable Development Goals (UNSDGs) as a blueprint to achieve a better and

more sustainable future for all. Within our responsible business framework, our material topics each contribute to progress against these goals. We believe we can have the

greatest impact on the six UNSDGs listed below.

SDG Our promise and progress

Target 4.4

By 2030, substantially

increase the number

of youth and adults

who have relevant skills,

including technical

and vocational skills

for employment,

decent jobs and

entrepreneurship.

Our promise

To improve money management in the next generation by supporting

schools and other organisations to deliver financial education to

children and young people. Alongside this, we aim to provide our

advisers with the resources and knowledge to teach financial

education in their local community.

To provide relevant financial skills and education to our clients

to empower them to realise bolder ambitions.

Our progress

In 2025, we were delighted to donate £500,000 of unclaimed dividends

to the SJP Charitable Foundation. This funding will primarily focus on

supporting disadvantaged individuals and communities with their

financial wellbeing over the next three years. This reflects our ongoing

commitment to financial wellbeing and belief in its positive wider

societal impact. We also continued our support of MoneyReady’s

longitudinal study on the impact of embedding financial education

into the national curriculum.

Our collaboration with key industry leaders including The Investing and

Saving Alliance (TISA), and the Money and Pensions Service (MaPS), has

enabled us to be part of influencing policy, with the addition of FE into

the primary school curriculum, and support FE resource development.

Target 5.5

Ensure women’s full and

effective participation

and equal opportunities

for leadership at all levels

of decision-making in

political, economic and

public life.

Our promise

To ensure equal opportunities for women through our diversity, equity

and inclusion programmes and by ensuring we align to national

commitments.

Our progress

We reached 44.4% female representation on the Board and 42.5% senior

female representation this year. We continued our commitment to

supporting female development by facilitating the 30% Club cross-

sector mentoring programme. We offered 20 mentors and matched

20 female mentees with mentors outside of the company. We extended

our mandatory Equality Act training beyond our employees, to our

Partnership of advisers and their support staff. This ensures clarity on

our expectations in relation to this. Our female experience working group

remains a key forum for us to listen to their lived experiences as we work

to address the challenges identified. This year the group also reviewed

our family-friendly policies and supported employees returning to work.

We continue to work on reducing our gender pay gap. Our Pay Gap

Report is hosted on our website.

SDG Our promise and progress

Target 8.5

By 2030, achieve full and

productive employment

and decent work for

all women and men,

including for young

people and persons

with disabilities, and

equal pay for work

of equal value.

Our promise

To invest in our employees through training and development.

To increase the aspirations of young people by working with schools and

charities to support employability and provide positive work experiences.

To support social mobility diversity in financial services, we actively seek

to support disadvantaged young people into financial services careers.

Our progress

We continue to empower employees to grow their career through our

in-house learning platform. Our Learning and Development Content

Design team focuses on making our learning content accessible to all

by conducting accessibility audits. We remain an accredited Real Living

Wage employer and conduct periodic equal pay reviews to ensure

that we are paying employees doing like-for-like roles equally. We are

a Disability Confident employer and were reaccredited with Leader

status in 2023. We are focused on attracting diverse talent into our

early careers pool and this year refreshed our early careers strategy

to extend awareness of our programmes. We also continued to support

a mentoring programme, with the Aleto Foundation, for young talent

from either ethnically diverse or lower socio-economic backgrounds.

Target 9.2

Promote inclusive

and sustainable

industrialisation and,

by 2030, significantly

raise industry’s share

of employment and

gross domestic product,

in line with national

circumstances,

and double its share

in least developed

countries.

Our promise

To encourage responsible practice among our suppliers and investment

managers in the areas of environmental impact, societal impact

and governance.

To support our Partner practices in operating responsibly and aligning

to national standards.

Our progress

We continue to highlight sustainability considerations in our due

diligence, in conversations with our suppliers and outsourcers, and

within our investment management approach. Where possible, we aim

to procure through small, local suppliers to support our communities.

This year we have streamlined our due diligence process to ensure

efficiencies for all parties. We have engaged directly with some of our

largest suppliers, continuing meaningful conversations around long-

term sustainability aspirations including carbon emissions and net zero

transition plan disclosures. We also ran a carbon accounting pilot with a

small group of Partner practices, allowing them to see their individualised

estimated carbon emissions and receive recommendations on how to

effectively reduce their carbon footprint.

St. James’s Place plc Annual Report and Accounts 2025 | sjp.co.uk

203

Aligning our progress with recognised frameworks

Strategic report

Governance

Financial statements

Other information

Signatory of

SDG Our promise and progress

Target 10.2

By 2030, empower

and promote the social,

economic and political

inclusion of all,

irrespective of age,

sex, disability, race,

ethnicity, origin,

religion or economic

or other status.

Our promise

To support the St. James’s Place Charitable Foundation, through funding

and volunteering, as its grants support charities that reduce social

inequality and promote economic inclusion.

To support employability programmes throughout our business.

Our progress

In 2025, the SJP community raised £6.7 million for the SJP Charitable

Foundation. The Charitable Foundation distributed £5.9 million to 755

charities during the year to support inclusion and social mobility.

In addition, a further £4.4 million was pledged to support ongoing

service delivery, embedding and developing services over the next

three years.

We continued to build on our inclusion and employability partnerships,

through the Diversity Project, LGBT Great, Stonewall, GAIN, Career

Returners, the Aleto Foundation, Progress Together, the Business

Disability Forum, Disability Confident, RARE recruitment and MyGwork.

Target 13.2

Integrate climate

change measures

into national policies,

strategies and planning.

Our promise

To control and reduce our environmental impact and promote

sustainable business practices.

Our progress

We remain committed to our Group net zero by 2050 goal, and launched

new 2030 interim targets this year for our combined Scope 1 and Scope

2 emissions, plus for our investments. In 2025, our Scope 1 emissions fell

by 31% and our Scope 2 (market-based) emissions decreased by 14%.

These were mainly driven by our targeted efforts to reduce our reliance

on natural gas and introduce energy efficiency measures in our offices.

The carbon intensity of our investment portfolio also continues to

improve, now down over 37.5%

compared to our baseline year (2019).

1 This metric covers 82.4% of our overall FUM as at 31 December 2025. 82.4% represents the total market value of the

funds considered in the reduction of weighted average carbon intensity calculations, expressed as a proportion of

the total AUM for SJP’s core fund range. This includes all funds investing predominantly in equity and debt for listed

corporates, as well as third-party funds held within funds of funds.

Memberships and partnerships

We collaborate with external initiatives for guidance on various sustainability issues.

This has influenced our investment strategy, engagement activities, colleague education,

and the assessment of our overarching responsible business goals. We are proud

members and supporters of many organisations advancing positive change, including

climate change mitigation, as displayed below.

ESG ratings disclaimer statements

Sustainalytics

This publication contains information developed by Sustainalytics (www.sustainalytics.com).

Such information and data are proprietary of Sustainalytics and/or its third party suppliers

(Third Party Data) and are provided for informational purposes only. They do not constitute

an endorsement of any product or project, nor an investment advice and are not warranted

to be complete, timely, accurate or suitable for a particular purpose. Their use is subject to

conditions available at www.sustainalytics.com/legal-disclaimers.

MSCI

The use by St. James’s Place plc of any MSCI Solutions LLC or its affiliates (MSCI) data, and

the use of MSCI logos, trademarks, service marks or index names herein, do not constitute

a sponsorship, endorsement, recommendation, or promotion of St. James’s Place plc by

MSCI. MSCI services and data are the property of MSCI or its information providers and

are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service

marks of MSCI.

204

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Aligning our progress with recognised frameworks continued

Strategic report

Governance

Financial statements

Other information

We are pleased to continue to align our responsible business reporting to the Sustainability Accounting Standards Board (SASB) framework for our

industry. The standards offer a consistent method of reporting and we engage with the framework for the benefit of all our stakeholders, sharing

sustainability data in a consistent and transparent way. Given our focus on wealth management we have responded to the reporting standards

under the Asset Management & Custody Activities.

Topic Accounting metric 2025 status Code

Transparent

information &

fair advice for

customers

(1) Number and (2) percentage of covered employees with

a record of investment-related investigations, consumer-

initiated complaints, private civil litigations, or other

regulatory proceedings

We publish complaints data half-yearly and this can be found on our website

at sjp.co.uk/individuals/help-centre/make-complaint.

We do not currently publish further information.

FN-AC-270a.1

Total amount of monetary losses as a result of legal

proceedings associated with marketing and communication

of financial-product-related information to new and

returning customers

We do not currently publish this, however any losses are not material in the overall context

of SJP’s financial results.

FN-AC-270a.2

Description of approach to informing customers about

products and services

We aim to support our clients’ understanding of our products and services, through their

adviser relationship, or information available to them, enabling them to make informed

decisions in line with regulatory requirements. The FCA’s Consumer Duty further strengthens

expectations across the industry. We welcome the FCA’s approach and continue to embed

robust practices that prioritise good client outcomes across the Group. All clients can

access a range documents and wider information on our website.

FN-AC-270a.3

Employee diversity

and inclusion

Percentage of gender and racial/ethnic group representation

for (1) executive management, (2) non-executive management,

(3) professionals, and (4) all other employees

This data breakdown can be found on in the Our Responsible Business section. FN-AC-330a.1

Incorporation of

environmental,

social and governance

factors in investment

management

and advisory

Amount of assets under management, by asset class,

that employ (1) integration of environmental, social

and governance (ESG) issues, (2) sustainability-themed

investing, and (3) screening

1. 100% of our manufactured funds employ some degree of ESG integration. All of our

investment managers must meet our minimum standard of being a Principles of

Responsible Investment signatory. We believe integration is the consideration of

ESG risk and opportunity, but we do not rely upon divestment other than in extreme

circumstances.

2. £4.1 billion (Sustainable and Responsible Equity Fund).

3. Our preference is for engagement over divestment wherever possible due to compelling

evidence for this being the best means of driving positive change. However, we do we

have an exclusions policy which covers all of our manufactured funds, where applicable.

Our exclusions policy can be found on our website at sjp.co.uk/responsibleinvesting.

FN-AC-410a.1

Description of approach to incorporation of environmental,

social and governance (ESG) factors in investment and/or

wealth management processes and strategies

As outlined in the Our Responsible Business section responsible investing can be an

important component in creating long-term value for our clients. Our approach to

responsible investing can be found on our website at sjp.co.uk/responsibleinvesting.

FN-AC-410a.2

Description of proxy voting and investee engagement

policies and procedures

Details on proxy voting and investee engagement policies and procedures are publicly

disclosed in our:

 Stewardship and Engagement Report

 Stewardship, engagement and shareholder voting policy.

These and further statements can be found on our website

at sjp.co.uk/responsibleinvesting.

FN-AC-410a.3

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Topic Accounting metric 2025 status Code

Business ethics

Total amount of monetary losses as a result of legal

proceedings associated with fraud, insider trading, anti-

trust, anti-competitive behaviour, market manipulation,

malpractice, or other related financial industry laws

or regulations

Fraud:

There have been no losses that fall within the definition of ‘legal proceedings’ outlined in the

SASB criteria. We hold data on monetary loss in respect of fraud, but this is categorised as a

‘loss’ due to our corporate decision to reimburse our clients for any losses suffered depending

on the root cause of the fraud. The frauds we reimburse generally materialise because of a

breakdown in SJP’s control environment as a result of a mistake by an adviser or premeditated

intent. This data is not disclosed publicly. See more detail on our approach to anti-bribery,

corruption and fraud in the Report of the Group Audit Committee and the Our Responsible

Business section.

Malpractice:

We currently hold data on the monetary losses accrued in respect of claims brought

against SJP by clients for negligent financial advice provided to clients by our advisers.

We do not disclose this publicly, and these amounts are not material in the overall context

of SJP’s financial results. We are progressing our significant programme of work to review

historic client servicing records. More information can be found in the Chief Executive

Officer’s and Chief Financial Officer’s reports. We are not currently aware of any litigation

in relation to anti-trust, anti-competitive behaviour or market manipulation that we would

be required to disclose.

Insider trading:

There have been no losses as a result of insider trading claims.

FN-AC-510a.1

Description of whistleblowing policies and procedures Whistleblowing is discussed in the Report of the Group Audit Committee and the Our

Responsible Business section. Further details can be found in our Speak Up Policy, which is

available to members of our internal community through the SJP intranet and, for external

parties, can be found on our website at sjp.co.uk/corporate-governance.

FN-AC-510a.2

Activity

Total assets under management (AUM) £220.0 billion

The majority of AUM is retail unit trusts authorised by the FCA in the UK, with the balance

primarily being insurance company assets.

FN-AC-000.A

Total assets under custody and supervision Our closing 2025 funds under management stood at £220.0 billion. FN-AC-000.B

Financed emissions

Absolute gross financed emissions, disaggregated

by (1) Scope 1, (2) Scope 2 and (3) Scope 3

Our total absolute gross financed emissions are 112,829,393 tCO

e. We currently

disaggregate this as combined Scope 1&2: 11,833,538 tCO

e, and Scope 3: 100,995,855 tCO

FN-AC-410b.1

Total amount of assets under management (AUM)

included in the financed emissions disclosure

£171.4 billion FN-AC-410b.2

Percentage of total assets under management (AUM)

included in the financed emissions calculation

In 2025 this is 82.8% of AUM. This 82.8% reflects the percentage of net asset value of the funds

included in our total financed emissions, measured as a proportion of the total AUM for our

core fund range. This covers all funds investing predominantly in equity and debt for listed

corporates but excludes the third-party funds held within funds of funds.

FN-AC-410b.3

Description of the methodology used to calculate financed

emissions

We use carbon emissions data provided by MSCI. Emissions from our investments are

calculated by allocating emissions to us based on how much of the company our funds

own. We follow the Partnership for Carbon Accounting Financials (PCAF) guidance for our

financed emissions calculations.

FN-AC-410b.4

Sustainability Accounting Standards Board continued

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Category Scope 2024/25 2023/24

2022/23

(baseline)

Scope 1 Natural gas 302 507 500

Company vehicles 28 84 71

Other fuels – 6 2

Total Scope 1 emissions (tCO

e) 330 597 573

Scope 2 Scope 2 (location-based) emissions (tCO

e) 1,175 1,761 1,497

Scope 2 (market-based) emissions (tCO

e) 731 852 689

Scope 3 Category 1: Purchased goods & services

124,288 143,796 135,622

Category 2: Capital goods 4,017 4,222 8,240

Category 3: Fuel- and energy-related activities 493 677 577

Category 5: Waste generated in operations 53 40 46

Category 6: Business travel 2,548 5,942 6,808

Category 7: Employee commuting

1,483 1,754 1,470

Category 15: Investments

11,860,924 10,394,073 15,295,929

Total Scope 3 emissions (tCO

e) above 11,993,806 10,550,504 15,448,692

Total

Total emissions above (location-based) (tCO

e) 11,995,311 10,552,862 15,450,762

Total emissions above (market-based) (tCO

e) 11,994,867 10,551,953 15,449,954

1 Category 1 emissions have been restated for 2022/23 (from 68,383 to 135,622) and 2023/24 (from 74,289 to 143,796)

to include emissions from our investment managers and Partnership of financial advisers.

2 Category 7 emissions have been reported for the first time this year, which includes figures for 2022/23 and 2023/24.

3 Category 15 emissions have been restated for 2022/23 (from 43,723 to 15,295,929) and 2023/24 (from 42,237

to 10,394,073) to follow the revised methodology used this year. This now accounts for our financed emissions in

addition to emissions from our investment properties, which provides a more complete picture of the impact of our

portfolio. Our financed emissions figure is calculated excluding real estate and DFM assets and covers 82.8% of AUM.

4 Total emissions have been restated to reflect the specific changes in footnotes 1-3 above.

Absolute emissions targets

We remain committed to achieving net zero as a Group by 2050. This year, we set the below

interim target for 2030 as an important part of that journey. This replaces our previous Scope 1

and 2 targets, which expired in 2025. For more details about our expired targets, please see the

Appendix section of our Climate Report 2025.

ID Scope Description

% of

emissions

in scope

% decrease

from base

year

Base

year

Base year

emissions

Target

year

Abs4

Scope 1 and

Scope 2

65% combined

reduction in absolute

emissions

100% 65% 2023 1,262 2030

Progress against absolute emissions targets

The table below shows our progress against our new 2030 interim target.

ID Scope

Actual

emissions in

year (tonnes

% of target

achieved Comment

Abs4

Scope 1 and

Scope 2

1,061 16%

Absolute Scope 1 emissions fell by 44.7% this

year, with Scope 2 (market-based) emissions

decreasing by 14.2%. These reductions were

supported by our targeted energy efficiency

initiatives, which we aim to continue in 2026.

Normalised emissions

Scope

Normalised

emissions in

prior year

(tonnes CO

per '000 sq ft)

Normalised

emissions in

current year

(tonnes CO

per '000 sq ft) Comment

1 0.95 0.63

Our normalised emissions show our emissions

intensity relative to the size of our estate. Normalised

Scope 1 emissions and operational Scope 3 emissions

(that is, excluding investments and supply chain)

improved this year. This encouragingly reflects

emissions reductions across various aspects of our

operations. In particular, business travel emissions

fell considerably and we continued to reduce our

reliance on natural gas. Unfortunately, our normalised

Scope 2 emissions increased marginally this year.

However, we hope to bring Scope 2 emissions

intensity back on track in 2026. We aim to achieve

this through the renewable energy Power Purchase

Agreement implemented across ten of our offices

in Q4 2025.

2 (market-based) 1.36 1.39

3 10.61 5.88

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Within the Annual Report and Accounts various alternative performance measures (APMs) are disclosed.

An APM is a measure of financial performance, financial position or cash flows which is not defined by the relevant financial reporting framework, which for the Group is International Financial

Reporting Standards as adopted by the UK (adopted IFRSs). APMs are used to provide greater insight into the performance of the Group and the way it is managed by the Directors. The tables

below defines each APM, explains why it is used and, if applicable, details where the APM has been reconciled to IFRS:

Financial‑position‑related APMs

APM Definition Why is this measure used?

Reconciliation

to the financial statements

Solvency II

net assets

Based on IFRS Net Assets, but with the following adjustments:

1. Adjustment to remove the matching client assets and the liabilities as these

do not represent shareholder assets.

2. Reflection of the recognition requirements of the Solvency II regulations for

assets and liabilities. In particular this removes deferred acquisition costs

(DAC), deferred income (DIR), purchased value of in-force (PVIF) and their

associated deferred tax balances, other intangibles and some other small

items which are treated as inadmissible from a regulatory perspective.

No adjustment is made to deferred tax, except for that arising on DAC, DIR

and PVIF, as this is treated as an allowable asset in the Solvency II regulation.

Solvency II net assets is not the same as Solvency II own funds as it excludes

Solvency II value of in-force (VIF) and risk margin.

Our ability to satisfy our liabilities to clients, and consequently our solvency,

is central to our business. By removing the liabilities which are fully matched

by assets, this presentation allows the reader to focus on the business

operation. It also provides a simpler comparison with other wealth

management companies.

Refer to page 211.

EEV net asset

value (NAV)

per share

EEV NAV per share is calculated as the EEV net assets divided by the year-end

number of ordinary shares.

Total embedded value provides a measure of total economic value of the

Group, and assessing the EEV NAV per share allows analysis of the overall

value of the Group by share.

Not applicable.

IFRS NAV per share

IFRS NAV per share is calculated as the IFRS net assets divided by the year-end

number of ordinary shares.

Total IFRS net assets provides a measure of value of the Group, and

assessing the IFRS NAV per share allows analysis of the overall value

of the Group by share.

Not applicable.

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Financial‑performance‑related APMs

APM Definition Why is this measure used?

Reconciliation

to the financial statements

Cash result

and Underlying

cash result

The Cash result is defined as the movement between the opening and closing

Solvency II net assets adjusted as follows:

1. The movement in deferred tax is excluded, except that in relation to the

exceptional Ongoing Service Evidence provision;

2 The movements in goodwill and other intangibles are excluded; and

3 Other changes in equity, such as dividends paid in the year and equity-

settled share option costs, are excluded.

The Underlying cash result reflects the regular emergence of cash from the

business, excluding any items of a one-off nature and temporary timing

differences.

The Cash result reflects all other cash items, including items of a one-off nature

and temporary timing differences.

Neither the Cash result nor the Underlying cash result should be confused with

the IFRS consolidated statement of cash flows, which is prepared in accordance

with IAS 7.

IFRS income statement methodology recognises non-cash items such as

deferred tax. By contrast, dividends can only be paid to shareholders from

appropriately fungible assets. The Board therefore uses the Cash results to

monitor the level of cash generated by the business.

While the Cash result gives an absolute measure of the cash generated in

the year, the Underlying cash result is particularly useful for monitoring the

expected long-term rate of cash emergence, which supports dividends

and sustainable dividend growth.

Refer to page 28 and

also see Note 3 to

the consolidated

financial statements.

Underlying cash

basic and diluted

earnings per

share (EPS)

These EPS measures are calculated as Underlying cash divided by the number

of shares used in the calculation of IFRS basic and diluted EPS.

As Underlying cash is the best reflection of the cash generated by the

business, Underlying cash EPS measures allow analysis of the shareholder

cash generated by the business by share.

Not applicable.

EEV profit

A discounted cash flow valuation methodology, assessing the long-term

economic value of the business.

Our embedded value is determined in line with the EEV principles originally

set out by the Chief Financial Officers (CFO) Forum in 2004, and amended for

subsequent changes to the principles, including those published in April 2016,

following the implementation of Solvency II.

Both the IFRS and Cash results reflect only the cash flows in the year.

However, our business is long-term, and activity in the year can generate

business with a long-term value. We therefore believe it is helpful to

understand the full economic impact of activity in the year, which is

the aim of the EEV methodology.

See Note 3 to

the consolidated

financial statements.

EEV operating

profit

The EEV operating profit reflects the EEV profit with an adjustment to strip

out the impact of stock market and other economic effects during the year.

Within EEV operating profit is new business contribution, which is the change

in embedded value arising from writing new business during the year.

Within the EEV, many of the future cash flows derive from fund charges,

which change with movements in stock markets. Since the impact of

these changes is typically unrelated to the performance of the business,

we believe that the EEV operating profit (reflecting the EEV profit, adjusted

to reflect only the expected investment performance and no change in

economic basis) provides the most useful measure of embedded value

performance in the year.

See Note 3 to

the consolidated

financial statements.

Policyholder and

shareholder tax

Shareholder tax is estimated by making an assessment of the effective rate

of tax that is applicable to the shareholders on the profits attributable to the

shareholders. This is calculated by applying the appropriate effective corporate

tax rates to the shareholder profits.

The remainder of the tax charge represents tax on policyholders’ investment returns.

This calculation method is consistent with UK legislation relating to the

calculation of the tax on shareholders’ profits.

The UK tax regime facilitates the collection of tax from life insurance

policyholders by making an equivalent charge within the corporate tax of

the Company. The total tax charge for the insurance companies therefore

comprises both this element and an element more closely related to

normal corporation tax.

Life insurance business impacted by this tax typically includes policy

charges which align with the tax liability, to mitigate the impact on the

corporate entity. As a result, when policyholder tax increases, the charges

also increase. Since these offsetting items can be large, and typically do

not perform in line with the business, it is beneficial to be able to identify

the two elements separately. We therefore refer to that part of the overall

tax charge which is deemed attributable to policyholders as policyholder

tax, and the rest as shareholder tax.

Disclosed as separate

line items in the

statement of

comprehensive income.

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APM Definition Why is this measure used?

Reconciliation

to the financial statements

Profit before

shareholder tax

A profit measure which reflects the IFRS result adjusted for policyholder tax,

but before deduction of shareholder tax. Within the consolidated statement

of comprehensive income the full title of this measure is ‘profit before tax

attributable to shareholders’ returns’.

The IFRS methodology requires that the tax recognised in the financial

statements should include the tax incurred on behalf of policyholders in our

UK life assurance company. Since the policyholder tax charge is unrelated

to the performance of the business, we believe it is also useful to separately

identify the profit before shareholder tax, which reflects the IFRS profit

before tax, adjusted only for tax paid on behalf of policyholders.

Disclosed as a separate

line item in the statement

of comprehensive

income.

Controllable

expenses

The total of expenses which reflects establishment, development,

and our Academy.

We are focused on managing long-term growth in controllable expenses. Full details of the

breakdown of

expenses is provided

in the databook

sjp.co.uk/full-year-

results-2025-databook.

Change in APM disclosures

As part of the simplification of our financial reporting, we have moved most European Embedded

Value (EEV)-based APMs out of the Annual Report & Accounts and into the databook, which is

available here: sjp.co.uk/full-year-results-2025-databook.

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Included below is further information on the Cash result alternative profit measure.

Reconciliation of Cash result to IFRS profit before shareholder tax

The Cash result reconciles to IFRS profit before shareholder tax, as presented in section 2.1 of the

financial review, as follows:

Year ended

31 December 2025

Year ended

31 December 2024

Before

shareholder

tax After tax

Before

shareholder

tax After tax

£’Million £’Million £’Million £’Million

Underlying cash result 596.6 462.3 580.9 447.2

Ongoing Service Evidence provision release 109.5 82.1 – –

Cash result 706.1 544.4 580.9 447.2

Movements in DAC, DIR and PVIF 46.8 35.2 0.5 (0.1)

Impact of policyholder tax asymmetry (35.4) (35.4) (38.9) (38.9)

Equity-settled share-based payments (19.2) (19.2) (11.2) (11.2)

Impact of deferred tax – 8.0 – (9.0)

Other (1.6) (1.6) 4.6 10.4

IFRS profit 696.7 531.4 535.9 398.4

Movements in DAC, DIR and PVIF is the amortisation of upfront expenses incurred, and income

received which IFRS requires to be deferred. DAC, DIR and PVIF represent timing differences

between the recognition of income and expenses and the cash being received or paid. Further

information can be found in the databook available on our website sjp.co.uk/full-year-results-

2025-databook.

The impact of policyholder tax asymmetry is a temporary effect caused by asymmetries

between fund tax deductions and the policyholder tax due to HMRC. Movement in the

asymmetry can be significant in volatile markets.

Equity-settled share-based payments represent the expense associated with a number

of equity-settled share schemes across the Group.

The impact of deferred tax is the recognition in the Cash result of the benefit from realising

tax relief on various items including share options, capital allowances and deferred expenses.

These have already been recognised under IFRS through the establishment of deferred tax

assets. More information can be found in Note 10 to the IFRS consolidated financial statements.

Other represents a number of small items, including the removal of other intangibles

and the difference between the lease expense recognised under IFRS 16 Leases and

lease payments made.

The Cash result is derived from the IFRS consolidated statement of financial position in

a two-stage process:

Stage 1: Solvency II Net Assets Balance Sheet

Firstly, the IFRS consolidated statement of financial position is adjusted to remove policyholder

assets and liabilities, and non-cash ‘accounting’ balances such as DIR, DAC and associated

deferred tax. The result of these adjustments is the Solvency II Net Assets Balance Sheet. The way

this reconciles to the IFRS consolidated statement of financial position at 31 December 2025 is

shown below.

Note

31 December 2025

31 December

2024

IFRS Balance

Sheet Adjustment 1 Adjustment 2

Solvency II

Net Assets

Balance

Sheet

Solvency II

Net Assets

£’Million £’Million £’Million £’Million £’Million

Assets

Goodwill 18.5 – (18.5) – –

Deferred acquisition costs 284.1 – (284.1) – –

Intangible assets 8.1 – (8.1) – –

Property and equipment,

including leased assets 122.3 – – 122.3 134.0

Investment property 370.3 (370.3) – – –

Deferred tax assets 10.2 – (10.0) 0.2 0.1

Investment in associates 24.0 – – 24.0 21.9

Reinsurance assets 11.7 – (2.9) 8.8 10.7

Other receivables 2,861.6 (871.4) (2.9) 1,987.3 1,867.4

Financial investments 212,073.5 (209,659.5) – 2,414.0 2,202.9

Derivative financial assets 2,908.7 (2,908.7) – – –

Cash and cash equivalents 6,184.5 (5,854.9) – 329.6 352.6

Total assets 224,877.5 (219,664.8) (326.5) 4,886.2 4,589.6

Liabilities

Borrowings 341.5 – – 341.5 516.8

Deferred tax liabilities 966.2 – 13.8 980.0 690.1

Insurance contract liabilities 566.2 (512.0) (35.8) 18.4 14.3

Deferred income 421.6 – (421.6) –

Other provisions 298.4 – 298.4 460.3

Other payables 2,655.3 (1,029.2) (15.2) 1,610.9 1,445.4

Investment contract benefits 163,728.7 (163,728.7) – – –

Derivative financial liabilities 2,412.1 (2,412.1) – – –

Net asset value attributable

to unit holders 51,982.8 (51,982.8) – – –

Income tax liabilities 25.9 – – 25.9 22.1

Total liabilities 223,398.7 (219,664.8) (458.8) 3,275.1 3,149.0

Net assets 1,478.8 – 132.3 1,611.1 1,440.6

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Adjustment 1 strips out policyholder assets and liabilities, to present solely shareholder-

impacting balances.

Adjustment 2 removes items such as DAC, DIR, PVIF and their associated deferred tax balances

from the IFRS statement of financial position to bring it in line with Solvency II recognition

requirements.

Stage 2: Movement in Solvency II Net Assets Balance Sheet

After the Solvency II Net Assets Balance Sheet has been determined, the second stage in the

derivation of the Cash result identifies a number of movements in that balance sheet which

do not represent cash flows for inclusion within the Cash result. The following table explains

how the overall Cash result reconciles to the total movement.

Year ended

31 December

2025

Year ended

31 December

2024

£’Million £’Million

Opening Solvency II net assets 1,440.6 1,133.0

Dividend paid (96.5) (76.8)

Issue of share capital and exercise of options 1.5 –

Consideration paid for own shares (61.3) (9.5)

Current tax on DAC/DIR (8.8) –

Change in deferred tax 7.5 (9.6)

Impact of policyholder tax asymmetry (35.4) (38.9)

Change in goodwill, intangibles and other non-cash movements 8.3 28.3

Shares repurchased in buy-back programmes (189.2) (33.1)

Cash result 544.4 447.2

Closing Solvency II net assets 1,611.1 1,440.6

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Administration platform, also Bluedoor

A client-centric administration system, which has been developed in conjunction with our

third-party outsourced administration provider, SS&C Technologies, Inc. (SS&C). The system

is owned by SS&C.

Adviser or financial adviser

An individual who is authorised by an appropriate regulatory authority to provide financial

advice. In the UK our advisers are authorised by the FCA.

Chief Operating Decision‑Maker (CODM)

The Group Executive Committee (GEC) of the Board, which is responsible for allocating

resources and assessing the performance of the operating segments.

Client numbers

The number of individuals who have received advice from a St. James’s Place Partner

and own a St. James’s Place wrapper.

Company

The Company refers to St. James’s Place plc, which is also referred to as ‘St. James’s Place’

and ‘SJP’ throughout the Annual Report and Accounts.

Controllable expenses

The total of expenses which reflects establishment, development, and our Academy.

Core employees

Employees of the main employing entity in the UK, St. James’s Place Management Services.

Deferred acquisition costs (DAC)

An intangible asset required to be established through the application of IFRS to our long-term

business. The value of the asset is equal to the amount of all costs which accrue in line with

new business volumes. The asset is amortised over the expected lifetime of the business.

Deferred income (DIR)

Deferred income, which arises from the requirement in IFRS that initial charges on long-term

financial instruments should only be recognised over the lifetime of the business. The initial

amount of the balance is equal to the charge taken.

Discretionary fund management (DFM)

A generic term for a form of investment management in which buy and sell decisions are made

(or assisted) by a portfolio manager for a client’s account. Within St. James’s Place, the services

provided by SJP Investment Management (formerly Rowan Dartington) (including discretionary

fund management and stockbroking) are collectively referred to as discretionary fund

management, distinguishing them from the services provided by our Partners and from

our investment management approach (IMA).

Environmental, social and governance (ESG)

A framework used to assess how organisations manage risks and opportunities relating to

environmental, social and governance factors.

European Embedded Value (EEV)

EEV reflects the fact that the expected shareholder income from the sale of wealth

management products emerges over a long period of time, by bringing into account the

net present value of the expected future cash flows. EEV is calculated in accordance with the

EEV principles originally issued in May 2004 by the Chief Financial Officers Forum (CFO Forum),

supplemented in both October 2005 and, following the introduction of Solvency II, in April 2016.

Financial Conduct Authority (FCA)

The FCA is a company limited by guarantee and is independent of the Bank of England. It is a

UK Government regulator and is responsible for the conduct of business regulation of all firms

(including those firms subject to prudential regulation by the Prudential Regulation Authority

(PRA)) and the prudential regulation of all firms not regulated by the PRA. The FCA has three

statutory objectives: securing an appropriate degree of protection for consumers, protecting

and enhancing the integrity of the UK financial system, and promoting effective competition in

the interests of consumers.

Financial Services Compensation Scheme (FSCS)

The FSCS is the UK’s statutory compensation scheme for customers of authorised financial

services firms. This means that the FSCS can pay compensation if a firm is unable, or is likely to

be unable, to pay claims against it. The FSCS is an independent body, set up under the Financial

Services and Markets Act 2000, and funded by a levy on ‘authorised financial services firms’.

The scheme covers deposits, insurance policies, insurance brokering, investments, mortgages

and mortgage arrangement.

Free liquidity held at Group centre

The liquidity held within St. James’s Place Partnership Services Limited and St. James’s Place

Management Services Limited which is not set aside to cover specific items needed to run the

business.

Funds under management (FUM)

Represents all assets actively managed or administered by or on behalf of the Group, including

all life insurance and unit trust assets, but not assets managed by third parties where we have

only introduced or advised on the business. Assets managed by SJP Investment Management

(formerly Rowan Dartington) count as FUM from the date of acquisition.

FUM retention rate

The proportion of FUM retained over the period after allowing for the effect of full and partial

surrenders, but excluding the effect of intrinsic regular income withdrawals and maturity

payments.

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Gestation FUM

This represents FUM on which no ongoing product charges are taken. Under our previous

charging structure, most of our investment bond and pension business enters a six-year

gestation period following initial investment. Under our new charging structure, no new business

flows into gestation. FUM which is not gestation FUM is known as mature FUM, which is defined

later in this section.

Gross inflows

Total new funds under management accepted in the period.

Group

The term ‘Group’ refers to the Company together with its subsidiaries as listed in Note 26 to the

consolidated financial statements.

Group Executive Committee (GEC)

The GEC comprises the Executive Directors of the Board and other members of senior

management. It is via the GEC that operational matters are delegated to management.

The GEC is responsible for communicating and implementing the Group’s business plan

objectives, ensuring that the necessary resources are in place in order to achieve those

objectives, and managing the day-to-day operational activities of the Group.

International Financial Reporting Standards (IFRS)

These are accounting regulations issued by the International Accounting Standards Board

(IASB) designed to ensure comparable preparation and disclosure of statements of financial

position. The Group financial statements have been prepared in accordance with International

Financial Reporting Standards as adopted by the UK (adopted IFRSs).

Investment business

This refers to onshore and offshore investment bond business written by the life insurance

entities in the Group.

Investment management approach (IMA)

The IMA is how St. James’s Place manages clients’ investments. It is overseen by the

St. James’s Place Investment Committee, which empowers specialist internal investment teams

– under the management of our Chief Investment Officer – to identify the third-party fund

managers best placed to manage assets on our behalf. This involves detailed research and

ongoing monitoring to ensure the highest of standards are met; and will, at times, result in the

replacement of an incumbent fund manager.

Mature FUM

This represents FUM on which ongoing product charges are taken. All business written on our

new charging structure flows into mature FUM from initial investment, However, most investment

bond and pension business written on our previous charging structure only becomes mature

FUM after a six-year gestation period, during which time it is known as gestation FUM.

Maturities

Those sums paid out where a plan has reached the intended, pre-selected, maturity event

(e.g. retirement).

Net inflows

Net inflows are gross inflows less the amount of FUM withdrawn by clients during the same

period. The net inflows are the growth in FUM not attributable to investment performance.

Policyholder and shareholder tax

The UK tax regime facilitates the collection of tax from life insurance policyholders by making an

equivalent charge within the corporate tax of the Company. This part of the overall tax charge,

which is attributable to policyholders, is called policyholder tax. The rest of the Company’s tax

liability is attributable to shareholders, so is known as shareholder tax.

Policyholder tax asymmetry

The financial statements of a life insurance group need to reflect the liability to HMRC and the

corresponding deductions incorporated into policy charges. In particular, the tax liability to

HMRC is assessed using IAS 12 Income Taxes, which does not allow discounting, whereas the

policy charges are designed to ensure fair outcomes between clients and so reflect a wide

range of possible outcomes.

This gives rise to different assessments of the current value of future cash flows and hence

an asymmetry in the consolidated statement of financial position between the deferred tax

position and the offsetting client balance. The net balance reflects a temporary position, and

in the absence of market volatility we expect it will unwind as future cash flows become less

uncertain and are ultimately realised. Movement in the asymmetry is recognised in the

consolidated statement of comprehensive income and analysed in Note 4 Fee and commission

income. We refer to it throughout this Annual Report and Accounts as the impact of policyholder

tax asymmetry.

Prudential Regulation Authority (PRA)

The PRA is a part of the Bank of England and is responsible for the prudential regulation of

deposit-taking institutions, insurers and major investment firms. The PRA has two statutory

objectives: to promote the safety and soundness of these firms and, specifically for insurers,

to contribute to the securing of an appropriate degree of protection for policyholders.

Purchased value of in‑force (PVIF)

An intangible asset established on takeover or acquisition, reflecting the present value of the

expected emergence of profits from a portfolio of long-term business. The asset is amortised

in line with the emergence of profits.

Regular income withdrawals

Those amounts, pre-selected by clients, which are paid out by way of periodic income.

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Responsible investment (RI)

Principles and practices that consider broader sustainability themes and specific

environmental, social and corporate governance factors within the investment process.

Retirement Account (RA)

A St. James’s Place pension product which incorporates both pre-retirement pension saving

and post-retirement benefit receipts in the same investment product.

Solvency II

Insurance regulations designed to harmonise EU insurance regulation which became effective

on 1 January 2016. The key concerns of the regulation are to ensure robust risk management in

insurance companies and to use that understanding of risk to help determine the right amount

of capital for UK and European insurance companies to hold to ensure their ongoing viability

in all but the most severe stressed scenarios. Following the UK’s withdrawal from the EU these

regulations have been adopted by the UK.

SS&C Technologies, Inc. (SS&C)

A provider of investor and policyholder administration and technology services. SS&C is our

third-party outsourced provider, responsible for the administration of our UK life insurance

company SJPUK, our Irish life insurance company SJPI, our unit trust manager SJPUTG,

our investment administration company SJPIA and our discretionary fund manager SJP

Investment Management (formerly Rowan Dartington).

St. James’s Place Charitable Foundation

The independent grant-making charity established at the same time as the Company in 1992.

More information about the Charitable Foundation can be found on its website sjpfoundation.co.uk.

St. James’s Place International plc (SJPI)

A life insurance entity in the Group which is incorporated in the Republic of Ireland.

St. James’s Place Investment Administration Limited (SJPIA)

An entity in the Group which is responsible for unit trust administration and ISA management,

which is incorporated in England and Wales.

St. James’s Place Investment Management Limited (SJPIM) (formerly Rowan

Dartington & Co. Limited)

A wealth management business providing discretionary fund management and stockbroking

services, acquired by St. James’s Place in 2016.

St. James’s Place Partner

A member of the St. James’s Place Partnership. Specifically, the individual or business

that is registered, on the relevant regulatory register, as an appointed representative

of St. James’s Place Wealth Management plc, St. James’s Place (Hong Kong) Limited,

St. James’s Place (Middle East) Limited or St. James’s Place (Singapore) Private Limited.

St. James’s Place Partnership

The collective name for all of our advisers, who are appointed representatives

of St. James’s Place.

St. James’s Place UK plc (SJPUK)

A life insurance entity in the Group which is incorporated in England and Wales.

St. James’s Place Unit Trust Group Limited (SJPUTG)

An entity in the Group which is responsible for unit trust management, and which

is incorporated in England and Wales.

St. James’s Place Wealth Management plc (SJPWM)

The UK distribution entity within the Group, which is responsible for the St. James’s Place

Partnership and the advice it provides to clients. It is incorporated in England and Wales.

Surrenders and part‑surrenders

Those amounts of money which clients have chosen to withdraw from their plan,

which were not pre-selected regular income withdrawals or maturities.

Designed and produced by TEAM LEWIS teamlewis.com/uk

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St. James’s Place plc

St. James’s Place House

1 Tetbury Road

Cirencester

Gloucestershire

GL7 1FP

T: 01285 640302

sjp.co.uk