AJ Bell : Notice of 2024 AGM

We also welcomed Fiona Fry to the AJ Bell Board in December 2023 as an independent Non-Executive Director and will subject to regulatory approval, Chair the Risk and Compliance Committee. Fiona brings to the Board, a wealth of financial services and regulatory experience which will prove invaluable to the Board. Simon Turner completed nine years' service on the Board on 1 July 2023. Simon, who is currently Chair of the Risk and Compliance Committee agreed to remain in office at the request of the Board to support succession and to ensure a smooth handover to Fiona Fry. Simon is therefore seeking re-election to the Board and will step down from the Board on the completion of the handover. The Board considers that Simon remains independent and continues to effectively carry out his role as a Non-Executive Director of the Company.

For further details of the Board changes, please refer to the Nomination Committee report on pages 88 to 89 of the Annual Report.

Recommendation

Your Directors believe that all of the resolutions to be put to the AGM are in the best interests of the Company and will promote the success of AJ Bell for the benefit of Shareholders as a whole and unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own shareholdings.

Fiona Clutterbuck

Chair

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of AJ Bell plc (Company) will be held at 4 Exchange Quay, Salford Quays, Manchester M5 3EE on 30 January 2024 at 12.00 pm to transact the following business.

Resolutions 1 to 16 will be proposed as ordinary resolutions and resolutions 17 to 19 will be proposed as special resolutions.

Ordinary resolutions

1. Resolution 1: Report and Accounts

To receive and adopt the Company's annual accounts for the financial year ended 30 September 2023 together with the directors' report and the auditors' report on those accounts.

2. Resolution 2: Directors' Remuneration Report

To approve the directors' remuneration report, set out on pages 102 to 121 of the annual report for the financial year ended 30 September 2023.

3. Resolution 3: Final Dividend

To declare a final dividend for the financial year ended 30 September 2023 of 7.25 per ordinary share payable on 9 February 2024 to shareholders on the register of members at the close of business on 12 January 2024.

4. Resolution 4: Re-election of Fiona Clutterbuck - Non-Executive Chair

To re-elect Fiona Clutterbuck as a director, who retires in accordance with article 92 of the articles of association of the Company and who, being eligible, offers herself for re-election as non-executive chair of the Company.

5. Resolution 5: Re-election of Michael Thomas Summersgill - Executive Director

To re-elect Michael Summersgill as a director, who retires in accordance with article 87 of the articles of association of the Company and who, being eligible, offers himself for re-election as chief executive officer of the Company.

6. Resolution 6: Re-election of Peter Michael Birch - Executive Director

To re-elect Peter Birch as a director, who retires in accordance with article 87 of the articles of association of the Company and who, being eligible, offers himself for re-election as chief financial officer of the Company.

7. Resolution 7: Re-election of Roger John Stott - Executive Director

To re-elect Roger Stott as a director, who retires in accordance with article 87 of the articles of association of the Company and who, being eligible, offers himself for re-election as chief operating officer of the Company.

8. Resolution 8: Re-election of Evelyn Bourke - Independent Non-Executive Director

To re-elect Evelyn Bourke as a director, who retires in accordance with article 87 of the articles of association of the Company and who, being eligible, offers herself for re-election as a non-executive director of the Company.

9. Resolution 9: Re-election of Eamonn Michael Flanagan - Independent Non-Executive Director

To re-elect Eamonn Flanagan as a director, who retires in accordance with article 87 of the articles of association of the Company and who, being eligible, offers himself for re-election as a non-executive director of the Company.

10. Resolution 10: Re-election of Fiona Fry - Independent Non-Executive Director

To re-elect Fiona Fry as a director, who retires in accordance with article 92 of the articles of association of the Company and who, being eligible, offers herself for re-election as a non-executive director of the Company.

11. Resolution 11: Re-election of Margaret Hassall - Independent Non-Executive Director

To re-elect Margaret Hassall as a director, who retires in accordance with article 87 of the articles of association of the Company and who, being eligible, offers herself for re-election as a non-executive director of the Company.

12. Resolution 12: Re-election of Les Platts - Non-IndependentNon-Executive Director

To re-elect Les Platts as a director, who retires in accordance with article 92 of the articles of association of the Company and who, being eligible, offers himself for re-election as a non-executive director of the Company.

13. Resolution 13: Re-election of Simon Turner - Independent Non-Executive Director

To re-elect Simon Turner as a director, who retires in accordance with article 87 of the articles of association of the Company and who, being eligible, offers himself for re-election as a non-executive director of the Company.

14. Resolution 14: Appointment of auditors

To re-appoint BDO LLP as auditors of the Company from the conclusion of this meeting until the end of the next general meeting at which accounts are laid before the shareholders.

15. Resolution 15: Auditors' remuneration

To authorise the audit committee of the board to fix the auditors' remuneration.

16. Resolution 16: Authority to allot shares

That the directors of the Company are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

1. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £17,178.77 (including within such limit any shares issued or rights granted under paragraph (b) below) in connection with an offer by way of rights issue:
2. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to the holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and subject to such exclusions or other arrangements as the directors consider necessary or expedient in relation to fractional entitlements, legal, regulatory or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or any other matter; and

1. in any other case up to an aggregate nominal amount of £8,589.38 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph (a) above in excess of £8,589.38);
   and so that the directors may impose any limits or restrictions and make any arrangements as the directors deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, any legal, regulatory or practical problems in, or under the laws of, any territory, or any other matter, such authority to expire at the end of the next annual general meeting of the Company or, at the close of business on 28 February 2025, whichever is the earlier, but, in each case, prior to such expiry the Company may make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority expires and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authority had not expired.

Special resolutions

17. Resolution 17: Disapplication of pre-emption rights

17.1 That, subject to the passing of resolution 16, the directors are generally authorised pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities or sale of treasury shares in connection with an offer or issue by way of rights or other pre-emptive offer or issue (but in the case of the authority granted under paragraph (a) of resolution 16, by way of a rights issue only) (i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings, and (ii) to the holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, subject to such exclusions or other arrangements as the directors consider necessary or expedient in relation to fractional entitlements, legal or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or any other matter; and
2. to the allotment of equity securities or sale of treasury shares, otherwise than pursuant to paragraph (a) of this resolution, up to a nominal amount of £2,576.81

such authority to expire at the end of the next annual general meeting of the Company or, at the close of business on 28 February 2025, whichever is the earlier, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

17.2 That, subject to the passing of resolution 16, the directors are authorised in addition to any authority granted under resolution 17.1 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £2,576.81; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the board of directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next annual general meeting of the Company or, at the close of business on 28 February 2025, whichever is the earlier but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

18. Resolution 18: Purchase of Own Shares

That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares in the Company provided that:

1. the maximum number of ordinary shares which may be purchased is 41,229,038 (representing 10 per cent of the Company's issued share capital as at the close of business on 15 December 2023, being the latest practicable date before the notice of this meeting was given);
2. the minimum price (exclusive of expenses) which may be paid for each ordinary share is £0.000125;

1. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
2. 1. an amount equal to 105 per cent of the average of the middle market quotations of an ordinary share of the Company taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and
   2. the value of an ordinary share calculated on the basis of the higher of the price quoted for: (A) the last independent trade of; and (B) the current highest independent bid for, any number of the Company's ordinary shares on the trading venue where the purchase is carried out.
3. this authority shall expire at the end of the next annual general meeting of the Company after the passing of this resolution or on 28 February 2025 whichever is the earlier (unless previously renewed, varied or revoked by the Company in general meeting); and
4. the Company may, before such expiry, enter into one or more contracts to purchase ordinary shares under which such purchases may be completed or executed wholly or partly after the expiry of this authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

19. Resolution 19: Notice period for general meetings other than AGMs

That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Olubunmi Likinyo

Company Secretary

By order of the Board

Dated 22 December 2023

Registered office: 4 Exchange Quay Salford Quays Manchester England

M5 3EE

Explanatory Notes to the Resolutions

Resolution 1: Report and Accounts

The Directors are required to present to the meeting the audited accounts and the reports of the Directors and the auditors for the financial year ended 30 September 2023. The Directors ask that the Shareholders receive and consider the financial statements and reports.

Resolution 2: Directors' Remuneration Report

The Act requires AJ Bell to produce a yearly report on the Directors' remuneration and to put an annual resolution to the Shareholders for the approval of that report. The Directors' remuneration report for which approval is sought is set out on pages 102 to 121 of the Annual Report (available to download from the AJ Bell website at https://www.ajbell.co.uk/group/investor-relations/reports). In accordance with the legislation, this vote will be advisory.

Resolution 3: Declaration of Dividend

Final dividends must be approved by Shareholders but cannot exceed the amount recommended by the Directors. The Board proposes a final dividend of

7.25 pence per Ordinary Share for the year ended 30 September 2023. Resolution 3 is to approve this final dividend. If approved, the recommended final dividend will be paid on 9 February 2024 to all Shareholders who are on the register of members at close of business on 12 January 2024.

If approved, Resolution 3 would bring the total dividend for the year to 10.75 pence per share. The total dividend for 2022 was 7.37 pence per share.

Resolutions 4 to 13 (inclusive): Re-election of Directors

In accordance with the UK Corporate Governance Code and AJ Bell's articles of association, all of the Directors in office must etire at each Annual General Meeting of the Company.

The Board is of the view that each Director who is standing for re-election brings considerable and wide ranging skills and experience to the Board as a whole which will be invaluable as the Company continues to grow its business. Based on the assessment of the performance of each of those Directors (with the exception of Fiona Fry who joined the Board in December 2023), which was undertaken as part of the annual appraisal of their personal performance, the Board has confirmed that all of those Directors continue to be effective in their roles and demonstrate their commitment to the Board and should therefore be recommended for re-election. In appointing Fiona Fry to the Board as a Director, the Board considered her skills and experience which would be invaluable as it continues to focus on the Company's strategic priorities. The Board therefore recommends her for re-election.

During the course of the financial year, the Board reviewed the independence of each of the Non-Executive Directors. When doing so, the Board took account of the guidance provided by the UK Corporate Governance Code (UK Code). The Board concluded that Evelyn Bourke, Eamonn Flanagan and Margaret Hassall remained independent. Simon Turner completed nine years' service on the Board on 1 July 2023. Simon agreed to remain in office at the request of the Board to support succession and to ensure a smooth handover to his successor Fiona Fry, as Chair of the Risk and Compliance Committee. The Board is satisfied that his length of service on the Board does not impact his independence or ability to carry out his role as a Non-Executive Director of the Company. The Board therefore considers Simon Turner to be independent. Prior to joining the AJ Bell Board, Fiona Fry's independence was assessed and the Board considers Fiona Fry to be independent. As an appointee of a shareholder, Les Platts, is not considered independent. Les is not a member of any Board Committee.

Further detail of each Director, their skills, experience and contribution is set out in the Appendix to this Notice, and the Board believes this information is sufficient to enable you to make an informed decision on the proposed re-election of the Directors.

Resolutions 14 and 15: Appointment of Auditors

AJ Bell is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the end of the next such meeting. On the recommendation of the Audit Committee, the Board proposes in Resolution 14 the reappointment of BDO LLP. and, in accordance with standard practice, Resolution 15 gives authority for the Audit Committee of the Board to determine the remuneration to be paid to the auditors.

Resolution 16: Authority to Allot Shares

Under section 551 of the Act, the Directors of a company may only allot shares or grant rights to subscribe for, or to convert any security into, shares in the Company if authorised to do so.

The authority contained in paragraph (a) of this resolution will (if passed) give the Directors authority to allot Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £17,178.77 (representing 137,430,125 Ordinary Shares) as reduced by the nominal amount of any shares issued under paragraph (b) of this resolution. This amount (before any reduction) represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of AJ Bell as at the Latest Practicable Date. This is below the maximum level under the guidance issued by the Investment Association which is for authority for up to two-thirds of the issued ordinary share capital. The Directors acknowledge the latest Investment Association Share Capital Management Guidelines published in February 2023 which revised the previous guidelines to incorporate all fully pre-emptive offers and not just fully pre-emptive rights issues. However, at this time, the Directors consider it appropriate to limit the authority in paragraph (a) to rights issues in line with the previous guidelines. The Directors will keep emerging market practice under review and will consider what is in the best interests of AJ Bell. The Directors consider the current limitation to rights issues provides sufficient flexibility to AJ Bell at present.

The authority contained in paragraph (b) of this resolution will (if passed) give the Directors the authority to allot Ordinary Shares in any other case up to an aggregate nominal value of £8,589.38 (representing 68,715,062 Ordinary Shares). This amount represents approximately one-sixth of the issued ordinary share capital (excluding treasury shares) of AJ Bell as at the Latest Practicable Date. This is below the maximum level under the guidance issued by the Investment Association, which is for authority for up to one-third of the issued ordinary share capital.

This authority will expire on 28 February 2025 or, at the conclusion of the next Annual General Meeting of AJ Bell whichever is earlier.

Resolutions 17.1 and 17.2: Disapplication of pre-emption rights

The Act requires that if AJ Bell issues new shares or grants rights to subscribe for, or to convert any security into, shares for cash, or sells any treasury shares, it must first offer them to existing Shareholders in proportion to their current holdings. In certain circumstances, it may be in the best interests of AJ Bell to allot shares (or to grant rights over shares) for cash without first offering them proportionately to existing Shareholders. This cannot be done under the Act unless the Shareholders have first waived their pre-emption rights. In accordance with investor guidelines, therefore, approval is sought by the Directors to issue a limited number of Ordinary Shares for cash without first offering them to existing Shareholders.

Resolution 17.1 contains a two-part disapplication of pre-emption rights which seeks to renew the Directors' authority to issue equity securities of AJ Bell for cash without the application of pre-emption rights pursuant to section 561 of the Act.

Other than in connection with a rights or other pre-emptive issue, the authority contained in resolution 17.1 would be limited to a maximum nominal amount of £2,576.81 (which would equate to 20,614,518 Ordinary Shares), representing approximately 5% of AJ Bell's issued share capital as at the Latest Practicable Date.

Resolution 17.1 seeks a disapplication of the pre-emption rights on a rights issue or other pre-emptive offer so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which might arise, for example, with overseas Shareholders.

Resolution 17.2 is an optional disapplication of pre-emption rights limited to an additional 5% of AJ Bell's issued ordinary share capital to be used for transactions which the Directors determine to be an acquisition or specified capital investment. The authority contained in the resolution would be limited to a maximum nominal amount of £2,576.81 (which would equate to 20,614,518 Ordinary Shares), representing approximately 5% of AJ Bell's issued share capital as at the Latest Practicable Date.

These authorities will expire at the same time as the authority to allot shares given pursuant to Resolution 16.

The Directors acknowledge the provisions of the Pre -Emption Group's most recent Statement of Principles on Disapplying Pre-emption Rights published in November 2022 (the 2022 Principles). However, at this time, the Directors consider it appropriate to retain the limits of 5% of the issued ordinary share capital of AJ Bell in resolutions 17.1 and 17.2 in line with the previous Statement of Principles published in 2015 and have not adopted the increased limits of 10% set out in the 2022 Principles. The Directors will keep emerging market practice under review and will consider what is in the best interests of AJ Bell. The Directors consider that the limits of 5% provide sufficient flexibility to AJ Bell at present.

Save for share issues in respect of employee share schemes and the issue of consideration shares in relation to the acquisition of Adalpha, the Directors have no current plans to utilise the authorities sought by Resolutions 16, 17.1 or 17.2, although they consider their renewal appropriate in order to retain maximum flexibility to take advantage of business opportunities as they arise. In addition, the Board confirms that the use of this authority in excess of 7.5% of AJ Bell's issued share capital in a rolling three-year period would not take place without prior consultation with Shareholders.

Resolution 18: Purchase of Own Shares

The Board is committed to managing AJ Bell's capital effectively and the Directors believe that it is in the interests of AJ Bell and its members to continue to have the flexibility to purchase its own shares. This resolution seeks authority from Shareholders to do so. The Directors only intend to exercise this authority when, after considering market conditions prevailing at the time, they believe that the effect of such exercise would be to increase the earnings per share and be in the best interests of Shareholders generally. As explained in more detail below, the extent of the authority being sought is limited to approximately 10% of the issued share capital, which the Investment Association indicate in their guidance is unlikely to cause concern.

The effect of such purchases would either be to cancel the number of shares in issue or the Directors may elect to hold them in treasury pursuant to Chapter 6 of Part 18 of the Act.

Certain listed companies may hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares in accordance with the Act. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under a company's employee share scheme. Once held in treasury, a company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of the shares. Further, no dividend or other distribution of the company's assets may be made to the company in respect of the treasury shares.

This resolution would be limited to 41,229,038 Ordinary Shares, representing approximately 10% of the issued share capital of AJ Bell at the Latest Practicable Date. The Directors intend to seek renewal of this power at each Annual General Meeting of AJ Bell.

As at the Latest Practicable Date, the total number of options over Ordinary Shares outstanding was 5,724,061 representing approximately 1.39% of the issued ordinary share capital of the Company. If the authority to buy back Ordinary Shares given under this Resolution 18 were used in full, the total number of options over Ordinary Shares outstanding as at the Latest Practicable Date would represent approximately 1.54% of the issued ordinary share capital of AJ Bell.

Resolution 19: Notice period for general meetings other than AGMs

The articles of association of AJ Bell enable AJ Bell to call general meetings (other than Annual General Meetings) on 14 clear days' notice. The Act increases this period to 21 clear days unless Shareholders have approved a shorter period, which cannot be less than 14 clear days.

Resolution 19 seeks such approval and will be effective until AJ Bell's Annual General Meeting in 2025 when it is intended that a similar resolution will be proposed. AJ Bell will also need to meet the Act's requirements for electronic voting before it may call a general meeting on 14 clear days' notice.

Definitions

"Act" the Companies Act 2006, as amended.

"Adalpha" AJ Bell Touch Limited and its wholly owned subsidiary AD Alpha Solutions Ltd.

"AJ Bell" or "the Company" AJ Bell plc.

"Annual General Meeting" or "AGM" (save where the context requires otherwise) the Annual General Meeting of AJ Bell called by the Notice, including any adjourned meeting.

"Annual Report" the consolidated financial statements of the Company for the financial period ended on 30 September 2023 together with the reports of the Directors and the auditor.

"Audit Committee" the audit committee of the Company.

"Chair" the Non-Executive Chair of the Board, Fiona Clutterbuck.

"CREST" the electronic trade settlement system for uncertificated securities.

"CREST Manual" a reference manual for the users of CREST as provided by Euroclear UK & International Limited.

"Daily Official List" the daily record setting out the prices of all trades in securities conducted on the London Stock Exchange.

"Directors" or "Board" the Directors of AJ Bell.

"Executive Directors" Michael Summersgill, Peter Birch and Roger Stott.

"Form of Proxy" the hard copy form of proxy for use by Shareholders in connection with the AGM available upon request from the Company's registrar's, Link Group, by emailing shareholderenquiries@linkgroup.co.uk or calling 0371 664 0300.

"Group" AJ Bell and its subsidiaries.

"Latest Practicable Date" close of business on 15 December 2023 being the latest practicable date before the publication of this document.

"London Stock Exchange" London Stock Exchange plc.

"Independent Non-Executive Directors" Evelyn Bourke, Eamonn Flanagan, Fiona Fry, Margaret Hassall and Simon Turner

"Non-IndependentNon-Executive Director" Les Platts

"Notice" the notice to Shareholders of AJ Bell's Annual General Meeting as detailed on pages 4 to 6 of this document.

"Ordinary Shares" ordinary shares of £0.000125 each in the capital of AJ Bell.

"Shareholders" holders of Ordinary Shares.