St James Place : UK Plc 31 December 2023 Annual Report & Accounts includes the TCFD Report on pages 11 to 12

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Registered number 02628062

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Company information

Directors

R Hilary*

J C F Hitchins*

I D MacKenzie

1. O'Riordan*
   C F B Woodd

* Non-executive Director

Company secretary

St. James's Place Corporate Secretary Limited

Registered number 02628062

Registered office

St. James's Place House

1 Tetbury Road

Cirencester

Gloucestershire

GL7 1FP

Independent auditors PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors 2 Glass Wharf

Temple Quay Bristol

BS2 0FR

2

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Contents

Strategic Report	4	- 26
Directors' Report	27	- 28
Directors' Responsibilities Statement		29
Independent Auditors' Report	30	- 36
Statement of Comprehensive Income		37
Statement of Financial Position		38
Statement of Changes in Equity		39
Statement of Cash Flows		40
Notes to the Financial Statements	41 - 109

3

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report

for the year ended 31 December 2023

St. James's Place UK plc (the "Company" or "SJPUK") is a wholly-owned subsidiary of St. James's Place Wealth Management Group Limited, which in turn is a wholly-owned subsidiary of St. James's Place plc ("SJP plc"), the ultimate parent company of the St. James's Place Group (the "Group" or "St. James's Place (SJP)").

The Company is authorised and regulated by the Prudential Regulation Authority ("PRA") and Financial Conduct Authority ("FCA") to transact long-term insurance business in the United Kingdom.

The Company is a private company limited by shares which is incorporated and registered in England and Wales, and domiciled in the United Kingdom.

Group overview

St. James's Place is an award-winning wealth management group with a track record of strong growth. An extract of the group structure is shown below.

St. James s Place Plc

St. James s Place Wealth

Management GroupLimited

St. James s Place UK plc

(SJPUK)

Life-insurance Company

St. James s Place DFM

Holdings Limited

Rowan Dartington &

Co. Limited

St. James s Place Unit Trust Group Limited (SJPUTG)

St. James s Place Investment

Administration Limited

(SJPIA)

St. James s Place Wealth

Management plc (SJPWM)

St. James s Place Partnership Services Limited (SJPPS)

St. James s Place International

(HongKong) Limited

St. James s Place International plc

(SJPI)

St. James s Place Management

Services Limited (SJPMS)

St. James s Place Acquisition

Services Limited

St. James s Place International

Distribution Limited

Face-to-face advice is core to the Group's business model. This is delivered through the Group's dedicated distribution firm, St. James's Place Wealth Management plc, which manages the St. James's Place Partnership, and which is focused on building and supporting long-term relationships with our clients.

Financial advice is complemented and supported by our compelling investment proposition (the Investment Management Approach - "IMA"). The IMA offers a unique approach enabling investment management of underlying assets to be contracted out to a range of investment management firms, carefully selected by our independent committee of experts, from the global population of fund managers.

4

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report (continued)

Group overview (continued)

In order to be able to provide the appropriate investment solution for each client's particular circumstances and needs, the IMA is made available through a variety of UK investment product solutions. The principal products manufactured by Group companies, and which are, in general, made available through the St. James's Place Partnership, are:

Company	Product
St. James's Place UK plc	UK-basedunit-linked savings
Unit-linked pension savings
	Unit-linked drawdown
St. James's Place Investment Administration	Unit trusts
Limited	Individual Savings Accounts ("ISAs")
St. James's Place International plc	Offshore unit-linked savings

In order to allow the IMA to be delivered consistently through all product wrappers, the majority of the unit-linked insurance investment ranges are facilitated through cross-investment into a core range of St. James's Place unit trusts (managed by St. James's Place Unit Trust Group Limited), which are the same unit trusts made available directly and through an ISA by St. James's Place Investment Administration Limited.

St. James's Place Management Services Limited facilitates employment for the Group and management of expenses, while St. James's Place Partnership Services Limited acts as a treasury company for the Group, securing funding and managing lending by the Group.

Further information about St. James's Place, the St. James's Place Partnership, the St. James's Place approach to fund management and the IMA, and the full range of wealth management products, is included within the Strategic Report of the St. James's Place plc Annual Report and Accounts 2023 ("Group Annual Report and Accounts 2023").

Business review

The Company's financial business model is straightforward: to attract and then retain funds under management ("FUM") on which an annual management fee is received. This is the principal source of income for the Company, out of which the overheads of the business are met and investment is made in acquiring new FUM. As the level of annual management fee income received is dependent on the value of FUM, growth in FUM is a strong positive indicator of future growth in profits.

5

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report (continued)

Business review (continued)

FUM

Despite a difficult industry backdrop, new client investments have remained robust. In 2023 the Company's gross inflow of FUM was £10.9 billion (2022: £11.2 billion), a 2.7% decrease year-on-year, with net inflow of FUM being £4.8 billion (2022: £6.7 billion), a 28.4% decrease year-on-year. Strong investment return together with net inflows resulted in the Company's total FUM as at 31 December 2023 totalling £111.7 billion (2022: £96.9 billion), an increase of 15.3%.

Analysis of the development of the funds under management is provided in the following tables:

Year Ended 31 December 2023		Investment			Pension				Total
			£'Million		£'Million				£'Million
Opening funds under management	22,997.8			73,855.4	96,853.2
Gross inflows	1,161.5			9,771.0	10,932.5
Net investment return	1,869.1			8,232.8	10,101.9
Regular income withdrawals and maturities	(167.7)			(2,407.8)	(2,575.5)
Surrenders and part surrenders	(1,455.2)			(2,126.8)		(3,582.0)
Closing funds under management	24,405.5			87,324.6		111,730.1
Net inflows	(461.4)			5,236.4		4,775.0
Implied surrender rate as a percentage of average	6.1%			2.6%	3.4%
funds under management
Year Ended 31 December 2022		Investment			Pension				Total
			£'Million		£'Million				£'Million
Opening funds under management	25,180.1			74,827.4	100,007.5
Gross inflows	1,299.5			9,903.1	11,202.6
Net investment return	(2,125.6)		(7,682.3)	(9,807.9)
Regular income withdrawals and maturities	(172.5)		(1,719.2)	(1,891.7)
Surrenders and part surrenders		(1,183.7)			(1,473.5)			(2,657.2)
Closing funds under management		22,997.8				73,855.5			96,853.3
Net inflows		(56.7)			6,710.4			6,653.7
Implied surrender rate as a percentage of average	4.9%		2.0%	2.7%
funds under management

6

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report (continued)

Business review (continued)

IFRS profit after tax

Despite average mature FUM increasing 7.3% year on year, IFRS profit after tax has decreased by 18.5% from £316.6 million in 2022 to £258.1 million. The decrease is driven by the nuances of life insurance tax related effects.

Life insurance tax incorporates a policyholder tax element, and the Financial Statements of a life insurance company need to reflect the liability to HMRC, and the corresponding deductions are incorporated into policy charges. In particular the tax liability to HMRC is assessed using IAS 12 Income Taxes, which does not allow discounting, whereas the policy charges are designed to ensure fair outcomes between clients and so reflect a wider range of possible outcomes. This gives rise to different assessments of the current value of future cash flows and hence an asymmetry in the Statement of Financial Position between the deferred tax position and the offsetting client balance. The net balance reflects a temporary position, and in the absence of market volatility we expect it will unwind as future cash flows become less uncertain and are ultimately realised. Movement in the asymmetry is recognised in the Statement of Comprehensive Income and analysed in Note 3 Fee and commission income. We refer to it in this Report as the impact of policyholder tax asymmetry.

Market conditions will impact the level of asymmetry experienced in a year and may be significant where there is market volatility. Market gains experienced in 2023 have resulted in a significant negative movement, reversing the positive impact seen in 2022.

IMA

During the year, as part of the continual improvement programme of the IMA, several unit trusts underwent investment policy changes which were matched by equivalent changes in the Company's unit-linked offering. This included the renaming of the Gilts and Index Linked Gilts funds to Global Government Bond and Global Government Inflation Linked Bond to reflect their new global diversification. Further details can be seen in Note 21.

Clients

The number of clients at the end of the year was 669,680 (2022: 616,100). This shows an 8.7% increase in a key metric which measures the Company's growth.

7

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report (continued)

Business review (continued)

Consumer duty

The FCA's new Consumer Duty regulation came into effect at the end of July 2023, setting higher and clearer standards of consumer protection across financial services and requiring firms to act to deliver good outcomes for customers.

We have engaged proactively with this important regulatory initiative. While we consistently aim to achieve good outcomes for clients, Consumer Duty has given us the opportunity to strengthen this commitment even further.

We've looked at every part of our business through the lens of clients - the people who trust us to help create the future they want for themselves and for their families - and we've examined how we provide evidence that the processes and frameworks we have in place deliver good client outcomes.

Future developments

The Company intends to continue offering predominantly unit-linked savings and pensions business, transacted as long-term insurance business in the United Kingdom with authorisation from the PRA and FCA.

The Directors expect the Company will continue to grow FUM as a result of increases in the scale of the Group's distribution operation, the St. James's Place Partnership.

It is expected that further changes will be made to fund managers and a range of funds during 2024 and in future years as part of the IMA, to ensure the Group continues delivering for clients.

8

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report (continued)

Business review (continued)

Future developments (continued)

During the year, the Group announced that we would be simplifying our charging structure from the second half of 2025, following a programme of investment in systems required to support the new charge structure. Charges will be reduced for the majority of existing clients, while we will also disaggregate our charges into separate components for advice, product and platform administration and investment management, as well as rebalancing charges so that they better reflect the value that clients see across each element of our proposition. These changes will address the evolution over time of an external environment that is increasingly seeking simple comparability of all services on a component-by-component basis.

The Company provides the product and platform component of the Group's service. Under the revised charging structure, the initial product charge will be removed, and the ongoing product charge will be applicable from the outset, without any early withdrawal charges (EWC) or gestation period. The product charges will represent a lower portion of overall client charges. As a result, we expect a significant reduction in profit in the short-term reflecting the reduced ongoing product charges which is expected to recover over the medium-term as existing FUM in gestation matures and all new business contributes immediately without entering a gestation period.

9

DocuSign Envelope ID: A4BB48A1-83E2-44BA-B1A0-D83153FFB0B6

St. James's Place UK plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report (continued)

Business review (continued)

Current risk environment

There was a complex and rapidly evolving macroeconomic risk picture through 2022-2023, which was exacerbated in the UK by political turmoil. We expect to see challenges at a national level in 2024 and beyond as people and businesses continue to adjust to a higher interest rate environment and the higher cost of living. This is despite the fact that towards the end of 2023, inflation appeared to be on a trajectory to return towards the Bank of England's target and interest rates were expected to reduce over 2024. We are also mindful of potential longer-term risks relating to changes in tax policy which could affect the amount our clients have available to save and how much tax they pay on income (particularly with tax thresholds frozen) and investments. However, with 2024 being an election year, we do not expect taxes to rise further in the very short term. We also recognise an opportunity for our advisers, through ongoing financial advice, to support clients in managing their financial affairs in a volatile market; to combat the effects of inflation on the standard of living they are aiming for in retirement; and to remain tax-efficient in their savings as the tax landscape changes. We are also mindful of the potential for global geopolitical tensions to escalate, which could have relevance to the Group through impacts on financial markets and through heightened cyber risk.

Overall, we remain confident in our ability to withstand further challenges that may or may not emerge from the risk environment described in more detail below. Timely and targeted risk-based information has been provided to the St. James's Place UK Board ("the Board") to continue to support decision making and help the understanding of key issues.

Macroeconomic

The macroeconomic risks associated with high inflation, the unwinding of 15 years of low interest rates and the threat of increasing geopolitical tension are not to be underestimated.

However, the Group's business model has demonstrated resilience as demonstrated by inflows remaining significantly positive through 2023, and continues to be well positioned to survive adverse conditions whilst continuing to invest for long-term growth.

Some examples of the key challenges for the Company presented through the current macroeconomic conditions include falling asset prices which reduces annual management charge income, higher expense inflation which makes the strategic objective of limiting growth in controllable expenses more difficult to achieve and higher interest rates which could increase the relative attractiveness of annuities compared to remaining in drawdown and result in increased withdrawal experience.

Further information on the Group's approach to macroeconomic risks is set out in the Group Annual Report and Accounts 2023.

10