Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 26 March 2015 of the following changes in SJP shares held by the Executive Directors, Persons Discharging Managerial Responsibilities (“PDMRs”) and the Connected Person*, named below.

Award of SJP Shares under the SJP Deferred Bonus Scheme (“DBS”)

On 26 March 2015, SJP awarded the following ordinary 15p shares under the DBS to the Executive Directors, PDMRs and the Connected Person* named below.

Under the scheme rules, the SJP shares are held for a three-year restricted period which will end on 26 March 2018. Until that date, the shares are subject to forfeiture, for example if the executive Director or PDMR leaves SJP.

Name of Director	Â	Number of SJP ordinary 15p shares awarded
David Bellamy		37,252
Andrew Croft		26,955
Ian Gascoigne		26,955
David Lamb		26,955

Name of PDMR/Connected Person*	Â	Number of SJP ordinary 15p shares awarded
Tony Dunk		11,477
Mike Gravestock* Iain Rayner Ian MacKenzie Jonathan McMahon		22,251 11,477 11,477 11,058

*This relates to two DBS awards, being an award over 11,795 SJP shares to Mike Gravestock, and an award over 10,456 SJP shares to his Connected Person.

Award of Nil Cost Options under the SJP Performance Share Plan (“PSP”)

On 26 March 2015, the following Executive Directors, PDMRs and Connected Person* were granted nil cost options under the terms of the PSP over the number of SJP shares set out below:

Name of Director	Â	Number of SJP ordinary 15p shares subject to PSP award
David Bellamy		100,280
Andrew Croft		68,932
Ian Gascoigne		68,932
David Lamb		68,932

Name of PDMR/Connected Person*	Â	Number of SJP ordinary 15p shares subject to PSP award
Tony Dunk		12,840
Jonathan McMahon Mike Gravestock* Iain Rayner Ian MacKenzie		24,458 30,552 22,012 22,012

The awards under the PSP vest in three years and are exercisable from 26 March 2018 to 26 March 2021, subject to the achievement of prescribed performance targets over a three-year performance period that commenced on 1 January 2015 and will end on 31 December 2017. Two thirds of an award will be dependent on growth in adjusted earnings per share and one third on total shareholder return. Further details of the performance conditions are set out in the SJP Report & Accounts.

*This relates to two PSP grants, being a grant over 18,853 SJP shares to Mike Gravestock, and a grant over 11,699 SJP shares to his Connected Person.

Sharesave Share Option Scheme

On 25 March 2015, the Director named below was granted an option under the SJP Sharesave Share Option Scheme 2010 to acquire the number of ordinary shares of 15p each in SJP set out below at an exercise price of £7.38 per share. The option is exercisable between 1 May 2018 and 31 October 2018:

Name of Director	Â	Number of SJP shares under option
Andrew Croft		1,219

Award of SJP Shares under the SJP 2010 Share Incentive Plan (“SIP”)

On 26 March 2015, SJP awarded the number of SJP ordinary 15p shares under the SIP to the Executive Directors, PDMRs and Connected Person* set out in the table below, at a price of £9.8125 per share, in return for £1,500 being deducted from their pre-tax salary. The shares will be held by an employee benefit trust (SJP AESOP Trustees Limited) on behalf of the Executive Directors, PDMRs and Connected Person* named below for a minimum period of three years from the date of award.

Name of Director	Â	Number of SJP ordinary 15p shares awarded under the SIP**
Ian Gascoigne Andrew Croft		167 167
			Â
Name of PDMR/Connected Person*		Number of SJP ordinary 15p shares awarded under the SIP**
Tony Dunk		167
Mike Gravestock* Ian MacKenzie		334 167

* This relates to two SIP awards, being an award over 167 SJP shares to Mike Gravestock, and an award over 167 SJP shares to his Connected Person.

** Includes Partnership and Matching Shares

Current Holdings

The table below sets out the current holdings of the said Executive Directors and PDMRs in SJP ordinary shares after the above transactions:

Name of Director	Â	Number of SJP shares held
David Bellamy		1,279,090
Andrew Croft		828,102
Ian Gascoigne		687,247
David Lamb		408,117

Name of PDMR/Connected Person*	Â	Number of SJP shares held
Tony Dunk		407,669
Jonathan McMahon Mike Gravestock* Iain Rayner Ian MacKenzie		11,253 309,584 34,807 54,179

(i) *The interests of the Directors and PDMRs include those of their Connected Persons as defined in section 96B(2) of the Financial Services and Markets Act. The Connected Person referred to above is Sonia Gravestock.

(ii) The interests of the Directors and PDMRs include deferred bonus scheme awards held in trust for the Directors and PDMRs which have not yet vested and are subject to forfeiture.

This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).

With the exception of the changes notified in this announcement, the executive Directors’ and PDMRs’ shareholdings in SJP are unchanged.

Deputy Company Secretary, Tel: [phone]

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