Publication of shareholder circular

LONDON STOCK EXCHANGE ANNOUNCEMENT

JPMORGAN ELECT PLC

PUBLICATION OF CIRCULAR

Legal Entity Identifier: 549300FIUYKKL39ILD07

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR THE REPUBLIC OF SOUTH AFRICA

20 December 2019

As set out in the annual report of JPMorgan Elect plc (the "Company") published on 12 December 2019, the Board of JPMorgan Elect plc (the "Company") has been notified by JPMorgan Asset Management (UK) Limited (the "Manager") of a technical issue in respect of a number of historic dividends paid by the Company.

This issue arose as a result of the Manager, acting on behalf of the Company, inadvertently not having followed a procedural requirement under the Companies Act 1985 and Companies Act 2006 (the "Acts") to file its interim accounts at Companies House in order to demonstrate that sufficient distributable reserves were available, prior to payment of those dividends. It is important to note that the Company has had sufficient distributable profits at the time each relevant dividend was paid. In other words, the Company did not pay out by way of dividends more income than it had, and no payments were made out of capital (the "Relevant Distributions").

The Company has been advised that, as a consequence of the Relevant Distributions having been made otherwise than in accordance with the requirements of the Acts, it may have claims against past and present shareholders who were recipients of the Relevant Distributions ("Recipient Shareholders") and against persons who were Directors of the Company at the time of payment of the Relevant Distributions. The Board notes, however, that the Company has no intention of bringing any such claims.

To rectify the inadvertent breach and put all parties, namely the Company, the Recipient Shareholders and the Directors and Former Directors (the "Relevant Directors"), as far as possible in the position in which they had expected to be had the Relevant Distributions been paid in full compliance with the Acts, it is therefore proposed that the Company shall enter into a shareholders' deed of release and a directors' deed of release (together, the "Deeds of Release").

The Company has today published and will shortly be posting to shareholders a notice of a general meeting of the Company and related explanatory circular (the "Circular") convening a general meeting at which a resolution will be proposed which will, if passed, give the Board authority to enter into the Deeds of Release and put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Distributions been made in accordance with the procedural requirements of the Acts. The consequence of the entry into the Deeds of Release is that the Company will be unable to make any claims against the Recipient Shareholders or the Relevant Directors, in each case in respect of the payment of the Relevant Distributions otherwise than in accordance with the Acts.

Copies of the Circular, as well as final forms of the Deeds of Release will shortly be made available on the Company's website (www.jpmelect.co.uk). The Circular contains further details in relation to the Relevant Distributions, Recipient Shareholders and the Relevant Directors, as well as the consequences of the Relevant Distributions having been made otherwise than in accordance with the Acts. The notice, which is contained in the Circular, convenes the general meeting of the Company for 12.15 p.m. on 20 January 2020 at 60 Victoria Embankment, London EC4Y 0JP.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.

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