AJ Bell : Notice of AGM 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in AJ Bell plc, please forward this document together with the accompanying documents to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

AJ BELL PLC

(Incorporated and registered in England and Wales with Registered Number 04503206)

Notice of Annual General Meeting

to be held on Wednesday 8 February 2023

The Annual General Meeting of AJ Bell plc will be held at the offices of the Company at 12.00 pm, on Wednesday 8 February 2023 at 4 Exchange Quay, Salford Quays, Manchester M5 3EE.

Shareholders may complete an electronic Form of Proxy by logging on to www.signalshares.com and following the instructions. Alternatively, a Form of Proxy for the Annual General Meeting is available upon request by telephone from AJ Bell's registrars, Link Group on 0371 664 0300 and should be completed and returned as soon as possible. To be valid, any electronic proxy vote or the Form of Proxy, together with any power of attorney or other authority under which it is signed (or a duly certified copy of it) must be received by AJ Bell's registrars, Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, no later than 48 hours (ignoring non-working days) before the meeting, being by 12.00 pm on Monday 6 February 2023.

Completion and return of the Form of Proxy will not prevent you from attending and voting at the Annual General Meeting in person, should you so wish.

Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained in the Notice of Annual General Meeting contained in this document.

Letter from the Chair

Registered office: 4 Exchange Quay Salford Quays Manchester England

M5 3EE

To all Shareholders of AJ Bell plc and persons enjoying information rights

Notice of Annual General Meeting

Dear Shareholder

16 December 2022

This document contains the Notice of the 2023 Annual General Meeting of AJ Bell plc (AGM) which will take place at 4 Exchange Quay, Salford Quays, Manchester M5 3EE at 12.00 pm on Wednesday 8 February 2023. Shareholder registration will be available from 11.00 am.

Arrangements for the AGM

We are pleased to be able to welcome Shareholders in person to our AGM, but would ask Shareholders not to attend if they are suffering from any COVID-19 related symptoms or generally feeling unwell.

Although at the time of writing there are no restrictions in place that would prevent us from holding a physical meeting, COVID-19 has not gone away and the well-being of our Shareholders and people is of the utmost importance to us. As a consequence the Board will monitor developments closely in case the position changes and, if it does, notify you of any changes in our plans for the AGM both by a regulatory news service announcement and via our website at www.ajbell.co.uk/group/investor-relations/agm.

We do ask that you please pre-register your attendance with us if you do wish to attend by emailing [e-mail] with 2023 AGM in the subject line and giving your full name, contact details and shareholder reference number or attaching a copy or photograph of your corporate representative letter, so that we can make the necessary arrangements for the smooth and safe running of the AGM.

Shareholder engagement

Shareholders who attend the meeting in person will be able to ask Board members questions.

Shareholders may also ask questions in advance of the meeting by sending an email to [e-mail] no later than close of business on Monday, 6 February 2023. The Company will respond to all questions directly as soon as practicable after receipt. For further information about the process for asking questions please see 'Right to ask Questions' on page 10 of this document.

As an additional means of engagement with our Shareholders, a questions and answers video on our full year results with Michael Summersgill, our Chief Executive Officer, and, Peter Birch, our Chief Financial Officer, was published on our website at www.ajbell.co.uk/group/investor- elations/reports on 1 December 2022. In the video Michael and Peter discussed the highlights from the year ended 30 September 2022, including the company's performance, financial strength and the outlook for the business.

Voting

We encourage you to vote electronically on the resolutions to be proposed at the AGM, as this will help to reduce waste and our environmental impact. Details of how you can do so, or if you prefer to vote using a paper form, how you can request one, are set out on page 11 of this document. If you wish to appoint a proxy, we encourage you to appoint the chair of the meeting as your proxy at the AGM.

This document contains explanatory notes to the resolutions to be put to the AGM. All votes at the AGM will be conducted on a poll, based on the proxy instructions received.

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Remuneration Policy

Our Remuneration Committee has undertaken a comprehensive review of the reward principles which apply throughout the Group, which were approved by Shareholders at our 2020 AGM. The proposed changes to the 2023 Remuneration Policy are intended to ensure that it remains aligned with our remuneration principles and rewards performance fairly. Please see the explanatory notes on page 7 of this document for further information.

The Chair of the Remuneration Committee wrote to our largest institutional Shareholders, representing 85% of the total voting rights (excluding those held by Executive Directors), to consult on the proposed changes. I would like to take this opportunity to thank all those who took the time to provide their feedback. The Remuneration Committee considered that feedback closely before putting forward the proposed 2023 Remuneration Policy, details of which are set out on pages 106 to 114 of the Annual Report.

The Board and the Remuneration Committee strongly believe that the 2023 Remuneration Policy aligns with AJ Bell's strategy and culture, reflects the Shareholder feedback received, and will fully motivate management to deliver strong performance for Shareholders.

I ask that you read the Chair of the Remuneration Committee's statement on the 2023 Remuneration Policy on pages 100 to 105 of the Annual Report and hope that we can rely on your support when you vote at the AGM.

Board changes

Our succession plans came to fruition during the year, with the announcement that Andy Bell, our Chief Executive Officer and a co-founder of the business, would step down and be replaced by Michael Summersgill, our Deputy Chief Executive Officer, with effect from 1 October. Although it wasour intention for Andy to remain on the Board after he stepped down from his executive role, in a non-independentNon-Executive role, for the reasons previously announced and explained in the Annual Report, that turned out not to be possible. As a result, Andy also stepped down from the Board on 30 September, but has remained with the business in a consultancy role. The Board has also agreed that he will have the right to nominate a Non-Executive Director to represent his interests whilst he remains a significant Shareholder.

As also previously announced, I intend to step down as Chair once a successor has been found, so we have now commenced the search for my replacement. I will also remain with the business in a consultancy role after stepping down.

The Board welcomed one new Director during the year, Peter Birch who joined on 1 July 2022 as our Chief Financial Officer. Peterbrings with him a wealth of experience from his time at Deloitte LLP, where he was a financial services audit and assurance partner.

Les Platts and Laura Carstensen did not seek re-election at the 2022 AGM, so I would like to take this opportunity to thank them for their dedication and contribution whilst they were members of the Board.

For further details of the Board changes, please refer to the Nomination Committee report on pages 87 to 88 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.

Baroness Helena Morrissey DBE

Chair

AJ Bell | Notice of Annual General Meeting 2022

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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 8 February 2023 at 12.00 pm to transact the following business.

Resolutions 1 to 17 will be proposed as ordinary resolutions and resolutions 18 to 20 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 2022 together with the directors' reports and the auditor's report on those accounts.

2. Resolution 2: Directors' Remuneration Report

To approve the directors' remuneration report (excluding the directors' remuneration policy referred to in resolution 3) set out on pages 100 to 125 of the annual report for the financial year ended 30 September 2022.

3. Resolution 3: Directors' Remuneration Policy

To approve the directors' remuneration policy set out on pages 106 to 114 of the annual report for the year ended 30 September 2022, which takes effect immediately after the end of this meeting.

4. Resolution 4: Amendment of Executive Incentive Plan

That:

1. the amended rules of the AJ Bell plc Executive Incentive Plan (EIP) the principal terms of which are summarised in part 2 of the appendix to this notice, be approved (the amended EIP rules having been produced to this meeting and signed for the purposes of identification by the chair of the meeting); and
2. the directors of the Company be authorised to do all such acts and things that they consider necessary or desirable to bring the amended EIP rules into effect.

5. Resolution 5: Adoption of Senior Manager Incentive Plan 2022

That:

1. the rules of the AJ Bell plc Senior Manager Incentive Plan 2022 (SMIP), the principal terms of which are summarised in part 3 of the appendix to this notice, be approved and the SMIP be adopted (a copy of the SMIP rules having been produced to this meeting and signed for the purposes of identification by the chair of the meeting);
2. the use of new issue and/or treasury shares to satisfy awards made under the SMIP be approved; and
3. the directors of the Company be authorised to do all such acts and things that they consider necessary or desirable to implement and operate the SMIP, including, but not limited to, making amendments to the SMIP rules.

6. Resolution 6: Final Dividend

To declare a final dividend for the financial year ended 30 September 2022 of 4.59 per ordinary share payable on 17 February 2023 to shareholders on the register of members at the close of business on 20 January 2023.

7. Resolution 7: Re-election of Baroness Helena Morrissey - Non-Executive Chair

To re-elect Helena Morrissey 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 non-executive chair of the Company.

8. Resolution 8: 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.

9. Resolution 9: Re-election of Peter Michael Birch - Executive Director

To re-elect Peter Birch 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 chief financial officer of the Company.

10. Resolution 10: 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.

11. Resolution 11: Re-election of Evelyn Bourke - 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.

12. Resolution 12: Re-election of Eamonn Michael Flanagan - 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.

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13. Resolution 13: Re-election of Margaret Hassall - 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.

14. Resolution 14: Re-election of Simon Turner - 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.

15. Resolution 15: Appointment of auditors

To reappoint 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.

16. Resolution 16: Auditors' remuneration

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

17. Resolution 17: 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 £17,146.41 (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 £8,573.20 (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 £8,573.20);
   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, if earlier, on 28 February 2024), 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

18. Resolution 18: Disapplication of pre-emption rights

18.1 That, subject to the passing of resolution 17, 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 17 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 17, 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 £2,571.96

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 28 February 2024, 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.

18.2 That, subject to the passing of resolution 17, the directors are authorised in addition to any authority granted under resolution 18.1 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 £2,571.96; 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,

AJ Bell | Notice of Annual General Meeting 2022

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