Employed Investment Managers Share Plan

29 June 2017

Charles Stanley Group PLC

Employed Investment Managers Share Plan

At the General Meeting of Charles Stanley Group PLC (the "Group") on 21 December 2016, shareholders approved the creation of the Charles Stanley Employed Investment Managers Share Plan (the "Plan"), established as part of the reorganisation of Investment Managers' remuneration arrangements, to grant Awards for up to 5% of the Group's issued share capital.

Following the publication of the Group annual results for the year ended 31 March 2017, the Group has now determined the absolute number of Awards to be made under the Plan, and the proportions to be allocated to Pool A and Pool B.

The total number of shares to be made available under the Plan will be 2,415,725, representing 4.77% of issued share capital as at 31 March 2017. The Awards will be split into two Pools:

Pool A accounts for 40%, or Awards over 966,290 ordinary shares. These have been awarded to employed Investment Managers who have entered into revised contracts. The Pool A Awards will vest when the Group publishes it audited accounts for the year ending 31 March 2020. There are no future performance conditions attaching to the Pool A Awards.

The remaining 60%, or Awards over 1,449,435 ordinary shares will be made under Pool B. Pool B Awards will only vest if the pre-tax profit margin of the employed Investment Management teams collectively is 15% or more for the financial year ending 31 March 2022. Ordinary Shares will be distributed earlier if the Margin Condition is satisfied in respect of the financial years ending 31 March 2020 or 31 March 2021. If the Margin Condition is not met, the Pool B Awards will lapse.

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Notes to editors:

Charles Stanley traces its origins back directly to 1792 and is one of the oldest firms on the London Stock Exchange. Charles Stanley today provides holistic wealth management services to private clients, charities and smaller institutions. These are delivered by over 400 professionals located in 24 offices throughout the UK, both direct to clients and to intermediaries. Our services include investment portfolio management and financial planning, supported by in-house administration to enhance the quality of service provided. In addition, Charles Stanley Direct provides an award winning direct to customer Execution-only dealing platform for equities and funds.