Proposed approval for creation of Share Plans

For immediate release

19 October 2015

Charles Stanley Group PLC (Charles Stanley or the Company)

Proposed approval for creation of Share Plans

The Board of Charles Stanley announces that the Company is currently undergoing a review of the remuneration structure of its investment managers and, following completion of this, the Board intends to seek shareholder approval for the adoption of new share plans involving the special issuance of shares to senior investment managers as part of a reorganisation of the Company's remuneration arrangements. Currently, most such investment managers participate in contractual revenue sharing arrangements. It is the Company's intention to rebase the remuneration arrangements onto a consistent, profit based model designed to take account of financial performance, customer outcomes and regulatory conduct risk. The Board considers that the combination of the revised remuneration arrangements and the implementation of share plans will create improved alignment of interests between such investment managers, shareholders and clients and help to drive an improvement both in operating margins and in the quality of earnings delivered by the Group.

It should be noted that the transition from the Company's current variable remuneration schemes for Investment Managers to new ones is expected to lead to a higher one-off charge for the current financial year.

The Board also announces its intention to revise the Group's Investment Management rate card in order to raise minimum fee and commission rates. It is intended that the new rate card will be implemented for new clients from 1 December 2015 and phased in thereafter for existing clients who currently enjoy rates below the new minimums.

As indicated at the time of the share placing conducted in April 2015, the Board intends to consult with its principal shareholders over the terms of the new share plans which will in any event be subject to shareholder approval prior to adoption. The Company is currently considering the terms and conditions of the new plans which are expected to involve the issue of shares representing up to approximately 10 per cent. of the current issued share capital of the Company.

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