Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 26 March 2012 of the following changes in SJP shares held by the executive Directors and Persons Discharging Managerial Responsibilities (“PDMRs”) named below.

Sharesave Share Option Scheme

SJP was notified on 26 March 2012 that on 23 March 2012, the executive Directors and PDMRs named below were granted options under the SJP Sharesave Share Option Scheme 2000 to acquire ordinary shares of 15p each in SJP at an exercise price of £2.96 per share as set out below. The options are exercisable between 1 May 2015 and 31 October 2015:

Name of Director	Â	Â	Â	Number of Share Options Granted
David Bellamy				3,040
Andrew Croft				3,040
Name of PDMR
Adrian Batchelor				3,040
Mike Blunt				3,040
Tony Dunk				3,040
Hugh Gladman				3,040
Mike Gravestock				3,040
Sonia Gravestock				3,040
Ian MacKenzie				3,040
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Award of Nil Cost Options under the SJP Performance Share Plan (“PSP”)

On 26 March 2012, the following executive Directors and PDMRs were granted nil cost options under the terms of the PSP over the number of SJP shares set out below:

Name of Director	Â	Â	Â	Maximum number of SJP ordinary 15p shares subject to award
David Bellamy				242,220
Andrew Croft				161,206
Ian Gascoigne				161,206
David Lamb				161,206
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Name of PDMR	Â	Â	Â	Maximum number of SJP ordinary 15p shares subject to award
Adrian Batchelor				39,040
Mike Blunt				36,847
Tony Dunk				37,285
Peter Edwards				36,847
Hugh Gladman				39,040
Mike Gravestock				37,943
Sonia Gravestock				33,995
Ian MacKenzie				31,802
Chris Ralph				35,640
Bill Tonks				40,137
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The awards vest in three years and are exercisable from 26 March 2015 to 26 March 2018, subject to the achievement of prescribed performance targets over a three-year performance period that commenced on 1 January 2012 and will end on 31 December 2014. 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.

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

On 26 March 2012, SJP awarded the following ordinary 15p shares under the DBS to the executive Directors and PDMRs named below.

Under the scheme rules, the SJP shares are held by an employee benefit trust (SG Hambros Trust Company (Channel Islands) Limited) on behalf of the executive Directors and PDMRs for a three-year restricted period which will end on 26 March 2015. Until that date, the shares are subject to forfeiture, for example if the executive Director or PDMR leaves SJP.

Name of Director	Â	Â	Â	Number of SJP ordinary 15p shares awarded
David Bellamy				49,563
Andrew Croft				35,813
Ian Gascoigne				35,813
David Lamb				35,813
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Name of PDMR	Â	Â	Â	Number of SJP ordinary 15p shares awarded
Adrian Batchelor				13,913
Mike Blunt				14,724
Tony Dunk				17,315
Peter Edwards				16,697
Hugh Gladman				13,913
Mike Gravestock				18,439
Sonia Gravestock				15,787
Ian MacKenzie				7,881
Chris Ralph				8,448
Bill Tonks				19,505
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Award of SJP Shares under the SJP 2010 Share Incentive Plan (“SIP”)

On 26 March 2012, SJP awarded the following SJP ordinary 15p shares under the SIP to the PDMRs set out in the table below, at a price of £3.65 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) (the “Trustee”) on behalf of the PDMRs named below for a minimum period of three years from the date of award.

Name of PDMR	Â	Â	Â	Number of SJP ordinary 15p shares awarded under the SIP*
Adrian Batchelor				452
Mike Blunt				452
Tony Dunk				452
Peter Edwards				452
Hugh Gladman				452
Mike Gravestock				452
Sonia Gravestock				452
Ian MacKenzie				452
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* Includes Partnership and Matching Shares

PDMR Share Dealing

Hugh Gladman notified SJP on 26 March 2012 that on 23 March 2012 he sold 5,700 SJP shares at £3.62 per share.

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	Â	Â	Number of SJP shares held
David Bellamy				1,340,508
Andrew Croft				709,198
Ian Gascoigne				682,415
David Lamb				422,041
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Name of PDMR	Â	Â	Â	Number of SJP shares held
Adrian Batchelor				283,009
Mike Blunt				163,159
Tony Dunk				375,812
Peter Edwards				121,544
Hugh Gladman				247,173
Mike Gravestock				415,761
Sonia Gravestock				415,761
Ian MacKenzie				52,757
Chris Ralph				18,695
Bill Tonks				203,095
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(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.

(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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