Publication of the Scheme Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

 25 August 2021

RECOMMENDED CASH ACQUISITION

of

CHARLES STANLEY GROUP PLC

by

RAYMOND JAMES UK WEALTH MANAGEMENT HOLDINGS LIMITED

a wholly-owned subsidiary of

RAYMOND JAMES FINANCIAL, INC.

(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

PUBLICATION OF THE SCHEME DOCUMENT

On 29 July 2021, the directors of Charles Stanley Group PLC ("Charles Stanley") and Raymond James Financial, Inc. ("Raymond James") announced that they had reached agreement on the terms of a recommended acquisition by Raymond James UK Wealth Management Holdings Limited ("Bidco") of the entire issued and to be issued share capital of Charles Stanley (the "Acquisition"), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this announcement are to London times unless otherwise stated.

Publication and posting of the Scheme Document

The Board of Charles Stanley is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") has been published today on Charles Stanley's website at www.charles-stanley.co.uk/recommended-offer-for-charles-stanley. The Scheme Document contains, amongst other things, a letter from the Chairman of Charles Stanley, a statutory explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, the full terms and conditions of the Scheme, notices convening the Court Meeting and the General Meeting, and details of the actions to be taken by Scheme Shareholders and Charles Stanley Shareholders.

Hard copies of the Forms of Proxy for the Court Meeting and the General Meeting and the Loan Note Form of Election are being posted to Charles Stanley Shareholders today. Hard copies of the Scheme Document, or a letter giving details of Charles Stanley's website at www.charles-stanley.co.uk/recommended-offer-for-charles-stanley where the Scheme Document may be accessed, are also being sent to Charles Stanley Shareholders, depending on the relevant Charles Stanley Shareholder's communication preferences.

Copies of the Scheme Document, the Forms of Proxy and the Loan Note Form of Election will be submitted to the National Storage Mechanism later today and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Charles Stanley Shareholders, persons with information rights and participants in the Charles Stanley Share Schemes may request a hard copy of the Scheme Document, Forms of Proxy and Loan Note Form of Election (and any information incorporated into the Scheme Document by reference to another source) by contacting Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL or by calling Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Please note that Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

The Loan Notes will not be issued to any Restricted Scheme Shareholders or persons acting on a non-discretionary basis on behalf of Restricted Scheme Shareholders.

Recommendation

The Charles Stanley Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Charles Stanley Directors, Rothschild & Co has taken into account the commercial assessments of the Charles Stanley Directors. Rothschild & Co is providing independent financial advice to the Charles Stanley Directors for the purposes of Rule 3 of the Code.

The Charles Stanley Directors believe that the terms of the Acquisition (including the Scheme) are in the best interests of Charles Stanley Shareholders as a whole and unanimously recommend that Charles Stanley Shareholders vote in favour of the Scheme at the Court Meeting and the special resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do in respect of their own beneficial holdings of, 7,648,192 Charles Stanley Shares representing, in aggregate, approximately 14.7 per cent. of the existing issued ordinary share capital of Charles Stanley as at the Latest Practicable Date.

Charles Stanley Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Action required

As described in the Scheme Document, the implementation of the Scheme is subject to the conditions and further terms that are set out in the Scheme Document. To become Effective, the Scheme requires, amongst other things: (a) the approval by a majority in number of the Scheme Shareholders present and voting (either in person, remotely via the virtual meeting platform provided by Lumi (the "Virtual Meeting Platform") or by proxy) at the Court Meeting representing not less than 75 per cent. in value of the relevant Scheme Shares voted, (b) the passing of the Special Resolution relating to the Acquisition at the General Meeting, (c) the FCA having notified Raymond James in writing of its approval of the change of control of the Charles Stanley UK Regulated Entities as a result of the Acquisition (or the requisite assessment period for such approval to be provided having elapsed without the FCA having objected to the Acquisition), (d) the CMA either having not opened a CMA Merger Investigation in relation to the Acquisition or any matters arising therefrom or, having opened a CMA Merger Investigation, the CMA having indicated in terms satisfactory to Bidco (acting reasonably) that the CMA does not intend to make a CMA Phase 2 Reference in connection with the Acquisition or any matters arising therefrom, and (e) the subsequent sanction of the Scheme by the Court.

Notices convening the Court Meeting and General Meeting are set out in the Scheme Document and both Meetings will be held at 55 Bishopsgate, London, EC2N 3AS. The Court Meeting is scheduled to be held at 10.00 a.m. on 16 September 2021 and the General Meeting is scheduled to be held at 10.15 a.m. on that date, or as soon thereafter as the Court Meeting is concluded or is adjourned. Scheme Shareholders and Charles Stanley Shareholders who wish to attend the Meetings in person will be able to do so, subject to any COVID-19 Restrictions in force at the time, but are asked to register their intention to attend as soon as possible, by emailing [email protected]. Failure to register an intention to attend the Meetings in person will not preclude entry or attendance on the day. Scheme Shareholders and Charles Stanley Shareholders are also being given the opportunity to join the Meetings virtually and ask questions and vote via the Virtual Meeting Platform. Guidance on remotely accessing and participating in the Meetings via the Virtual Meeting Platform is available in the Scheme Document and on Charles Stanley's website at www.charles-stanley.co.uk/recommended-offer-for-charles-stanley.

Scheme Shareholders and Charles Stanley Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (online, electronically through CREST, by post or by hand) set out in the Scheme Document. Scheme Shareholders and Charles Stanley Shareholders are also strongly encouraged to appoint the Chairman of the relevant Meeting as their proxy rather than any other named person. This will ensure that their vote will be counted if they (or any other proxy they might otherwise appoint) are not able to attend the relevant Meeting whether in person or remotely via the Virtual Meeting Platform.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. You are therefore strongly urged to complete and return your Forms of Proxy or, alternatively, appoint a proxy online or electronically through CREST as soon as possible. Whether or not you intend to attend and/or vote at the Meetings (either in person or remotely), you are strongly advised to transmit a proxy appointment and voting instruction (online or electronically through CREST) or sign and return your Forms of Proxy by post for the Meetings as soon as possible.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on, amongst other things, the approval of Scheme Shareholders at the Court Meeting and the sanction of the Scheme by the Court, and on the satisfaction or waiver of regulatory (and other) Conditions as set out in the Scheme Document. The Scheme is expected to become effective during the fourth quarter of 2021.

Prior to the Scheme becoming Effective, it is intended that applications will be made to the FCA for the

cancellation of trading of the Charles Stanley Shares on the Main Market of the London Stock Exchange for listed securities, and for the cancellation of listing of the Charles Stanley Shares on the Official List. Bidco intends to re-register Charles Stanley as a private company following the Effective Date. The last day of dealings in Charles Stanley Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date.

The dates and times given in the expected timetable are indicative only and are based on Charles Stanley's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Charles Stanley Shareholders by announcement through a Regulatory Information Service.

If you have any questions about this announcement, the Scheme Document, the Court Meeting, the General Meeting, how to submit your proxies online or to complete the Forms of Proxy or the Loan Note Form of Election, please call Charles Stanley's registrars, Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

Norton Rose Fulbright LLP is retained as legal adviser to Charles Stanley. Skadden, Arps, Slate, Meagher & Flom (UK) LLP is retained as legal adviser to Raymond James.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

The Acquisition will be made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy and the Loan Note Form of Election, contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the information contained in the Scheme Document. Charles Stanley Shareholders are urged to read the Scheme Document carefully because it contains important information in relation to the Acquisition. Each Charles Stanley Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Acquisition.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement and any documents referred to in it have been prepared for the purpose of complying with English law, the City Code on Takeovers and Mergers (the "Code") and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

Important notices relating to financial advisers

Raymond James Financial International Limited ("RJFIL"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Raymond James and Bidco as financial adviser and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than Raymond James and Bidco for providing the protections afforded to clients of RJFIL, or for providing advice in connection with the Acquisition, the content of this Announcement or any matter referred to herein. Neither RJFIL nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RJFIL in connection with this Announcement, any statement contained herein or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charles Stanley and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Charles Stanley for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Charles Stanley and for no one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Charles Stanley for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in relation to matters described in this Announcement.

Overseas shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their Charles Stanley Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.

Further details in relation to Charles Stanley Shareholders in overseas jurisdictions are contained in the Scheme Document.

Notice to US investors in Charles Stanley

The Acquisition relates to the shares of a UK company and is being made by way of a scheme of arrangement provided for under Part 26 of the Companies Act. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Raymond James exercises its right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable US laws and regulations.

The Loan Note Alternative is not being offered, and will not be offered, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Loan Note Alternative may not be elected for by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, materials allowing an election for the Loan Note Alternative are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any persons located or resident in the United States. Any purported acceptance of the Loan Note Alternative resulting directly or indirectly from a violation of these restrictions will be invalid and any purported election for the Loan Note Alternative made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each person electing for the Loan Note Alternative will represent that it is not a U.S. person, it is not located in the United States and it is not participating in the Acquisition from the United States or it is acting on a non-discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in the Acquisition from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

It may be difficult for US Charles Stanley Shareholders to enforce their rights and any claim arising out of the US federal laws or the laws of any state or other jurisdiction in the US, because Charles Stanley is located in a non-US country, and some or all of its officers and directors are residents of a non-US country. US Charles Stanley Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the federal US laws or the laws of any state or other jurisdiction in the US. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

US Charles Stanley Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein US Charles Stanley Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward Looking Statements

This Announcement contains certain forward-looking statements with respect to Raymond James, Charles Stanley and the Enlarged Group. These forward-looking statements include information concerning future strategic objectives, business prospects, anticipated savings, financial results (including expenses, earnings, liquidity, cash flow and capital expenditures), industry or market conditions, demand for and pricing of our products, acquisitions and divestitures, anticipated results of litigation, regulatory developments, effects of accounting pronouncements, and general economic conditions. In addition, words such as "believes", "expects", "anticipates", "plans", "estimates", and future or conditional verbs such as "will", "may", "could", "should", and "would", as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Raymond James or Charles Stanley or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Raymond James nor Charles Stanley undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this Announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share, for Raymond James or Charles Stanley, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Raymond James or Charles Stanley, respectively.

Right to switch to an Offer

Raymond James reserves the right to elect (with the prior written consent of both Charles Stanley, such consent not to be unreasonably withheld, and the Panel in accordance with the terms of the Co-Operation Agreement) to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Charles Stanley as an alternative to the Scheme. In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in section 14.6 of Part 2 of the Scheme Document.

Publication on website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at charles-stanley.co.uk/recommended-offer-for-charles-stanley and raymondjames.com/offer-for-charles-stanley by no later than 12 noon on the Business Day following the date of this Announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Hard copy documents

In accordance with Rule 30.3 of the Code, Charles Stanley Shareholders, persons with information rights and participants in the Charles Stanley Share Schemes may request a hard copy of this Announcement by contacting Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL or by calling Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information be sent to them in relation to the Acquisition in hard copy form.

Information relating to Charles Stanley Shareholders

Addresses, electronic addresses and certain other information provided by Charles Stanley Shareholders, persons with information rights and other relevant persons for the receipt of communications from Charles Stanley may be provided to Raymond James during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Charles Stanley's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Charles Stanley Shareholders by announcement through a Regulatory Information Service.

Event Time/date(1)

 (1) The dates and times given are indicative only and are based on current expectations and are subject to change. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Charles Stanley Shareholders by announcement through a Regulatory Information Service.

Participants in the Charles Stanley Share Plans will be contacted separately on or around the date of this Announcement to inform them of the effect of the Scheme on their rights under the Charles Stanley Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.

(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged by 10.00 a.m. on 14 September 2021 or, if the Court Meeting is adjourned, by no later than 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day). Blue Forms of Proxy not so lodged can be handed to the Chairman of the Court Meeting (or a representative of Link Group at the Court Meeting on behalf of the Chairman) any time prior to the commencement of the Court Meeting or any adjournment thereof.

(3) In order to be valid, yellow Forms of Proxy for the General Meeting must be received by Link Group by 10.15 a.m. on 14 September 2021 or, if the General Meeting is adjourned, 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48-hour period falling on a non-working day).

(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.

(5) To commence at 10.15 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(6) Timings and dates associated with the Capital Reduction Hearing are indicative only and subject to change following the direction hearing in respect of the Capital Reduction. Charles Stanley will give notice of any change by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to Charles Stanley Shareholders and persons with information rights.

(7) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as Raymond James and Charles Stanley may agree and the Panel and (if required) the Court may allow.

(8) For further information on the regulatory Conditions, see section 15 of Part 2 (Explanatory Statement) and Part 3 (Conditions to the Implementation of the Scheme and to the Acquisition) in the Scheme Document.