Proposed Acquisition of Kleinwort Hambros Trust

31 July 2025

JTC PLC

(the "Company" together with its subsidiaries (the "Group" or "JTC")

Proposed Acquisition of Kleinwort Hambros Trust Company (CI) Limited

JTC reinforces its position as the leading independent provider of trust services

JTC, the global professional services business, is pleased to announce the proposed acquisition of Kleinwort Hambros Trust Company (CI) Limited and its subsidiaries (together "KHT"), which are wholly owned subsidiaries of Union Bancaire Privée, UBP SA ("UBP"), for total consideration of £20 million, which will be settled in cash.

Background to KHT

KHT is expert in providing trust and estate planning services to ultra and high net worth individuals and families, maintaining long relationships and having operated in the industry for over 70 years. This aligns strongly with JTC's focus on fostering long-term, growth orientated relationships and delivering excellent service to clients.

In addition, KHT also provides share scheme and pension scheme administration services to several high-quality global corporate clients, which enhances and supports JTC's leading Employer Solutions service offering, which forms part of the Institutional Client Services ("ICS") Division.

Except for the Employer Solutions book, following completion of the acquisition, KHT will be integrated into JTC's global Private Client Services ("PCS") Division.

Strategic Rationale

The recent acquisition of Citi's global fiduciary and trust administration business, formerly known as Citi Trust*, cemented JTC as the leading independent provider of trust services globally, and this proposed KHT transaction is highly complementary to JTC's existing PCS offering. The addition of KHT to the Group will strengthen JTC's trust presence in the Channel Islands and adds a UK trust business for the first time.

The proposed acquisition builds on JTC's strong track record of bank carve outs, which includes the acquisition of Kleinwort Benson's fund administration business in 2015; Merrill Lynch's international trust & wealth structuring business in 2017; RBC's employee benefit plan administration business in 2021; First Republic Trust Company of Delaware from JPMorgan in 2024; and the global fiduciary and trust administration services business from Citi in 2025.

Post-completion JTC will partner with UBP and foster a collaborative relationship with the wider bank, through which JTC will benefit from the referral of new clients and trust relationships.

The transaction remains subject to final regulatory approvals and satisfaction of other customary closing conditions.

The acquisition is expected to complete in Q4, 2025 and be accretive to EPS in 2026. Future growth in the business will be supported by leveraging JTC's leading position within the Channel Islands' personal trust market and expanding its Employer Solutions offering.

Nigel Le Quesne, Chief Executive Officer of JTC, said:

"We are delighted to announce the proposed acquisition of KHT from UBP. We look forward to welcoming the highly experienced team and their clients to JTC, as we further develop and expand our professional trust and corporate services in this large global market. Building on our recent successful acquisitions of SDTC and Citi Trust, this acquisition will bring us greater scale in the UK and Channel Islands with added opportunities to offer our wide range of services to KHT's existing clients."

Guy de Picciotto, CEO of UBP, added: "This transaction reflects UBP's continued strategic focus on our core strengths as a pure-play wealth and asset manager. We have long recognised that KHT's specialised expertise would be best supported within an organisation fully dedicated to trust and fiduciary services. We are confident we have found a partner in JTC that shares our commitment to excellence and long-term client service. KHT's clients and teams will benefit from JTC's scale and focus, and we look forward to continued collaboration while maintaining a strong presence in key jurisdictions."

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About JTC

JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business, and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential, and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.

http://www.jtcgroup.com

* Citi Trust is a service mark of Citigroup Inc. used under license.