Liontrust Asset Management : Notice of Annual General Meeting 2020

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares in Liontrust Asset Management Plc (the "Company"), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Liontrust Asset Management Plc

(incorporated and registered in England and Wales under number 2954692)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the annual general meeting of the Company to be held at 2.00 p.m. on Thursday 23 September 2021 in the Pinafore room at the Savoy Hotel, Strand, London, WC2R 0EZ is set out in Part II of this document.

Please note a proxy form is not included with the Notice of AGM. Please see the notes to the Notice of AGM for further details on how to vote. Shareholders can appoint proxies electronically via www.signalshares.com to be received by our registrars, Link Group, by no later than 2.00 p.m. on Tuesday 21 September 2021. CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Link Group (under CREST participant RA10) by no later than 2.00 p.m. on Tuesday 21 September 2021. The time of receipt will be taken to be the time from which Link Group is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Should a hard copy form of proxy be required this can be requested directly from the registrars, Link Group, as set out in the notes of the Notice.

PART I

Liontrust Asset Management Plc

(incorporated and registered in England and Wales under number 2954692)

Registered Office

2 Savoy Court, London WC2R 0EZ

18 August 2021

Notice of Annual General Meeting

Dear Shareholder,

I am pleased to be writing to you with details of our annual general meeting ("AGM") for the year ended 31 March 2021, which we are holding at 2.00 p.m. on Thursday 23 September 2021 in the Pinafore room at the Savoy Hotel, Strand, London, WC2R 0EZ. The formal notice of our AGM is set out in Part II of this document together with, under each resolution to be proposed at the meeting, an explanation of the purpose and effect of such resolutions.

If you would like to vote on the resolutions but cannot come to the AGM, please vote using the options as shown in the Notes of the Notice. Our registrar, Link Group, must receive it by 2.00 p.m. on Tuesday 21 September 2021.

The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.

As usual, we will announce the proxy voting results via a Regulatory Information Service ("RIS") and publish them on our website following the conclusion of the AGM.

If circumstances change and any social distancing measures are re-imposed before the AGM, the Company will consider these changes and, if it is appropriate, notify shareholders of any changes to the proposed format for the AGM as soon as possible via RIS and its website (www.liontrust.co.uk).

Yours sincerely,

Alastair Barbour

Non-executive Chairman

Inspection of documents

The following documents will be available for inspection at 2 Savoy Court, London WC2R 0EZ, the registered office of the Company, from 18 August 2021 until the close of the AGM and at the Pinafore room at the Savoy Hotel, Strand, London, WC2R 0EZ from 15 minutes before the AGM until it closes:

• copies of the Executive Directors' service contracts/LLP Agreements/Side Letters; and
• copies of letters of appointment of the Non-executive Directors. Inspection of these documents may have to take place in accordance with measures imposed by the UK Government in connection with the COVID-19 pandemic if circumstances change. The Company will have its own procedures in place to comply with those measures. If any changes to the arrangements set out in this document become necessary, we will communicate these via a RIS and the Company's website as soon as possible (www.liontrust.co.uk).

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PART II

Liontrust Asset Management Plc

(incorporated and registered in England and Wales under number 2954692)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that this year's annual general meeting ("AGM") will be held at 2.00 p.m. on Thursday 23 September 2021 in the Pinafore room at the Savoy Hotel, Strand, London, WC2R 0EZ to consider the following resolutions (of which the resolutions numbered 14, 15, 16, 17 and 18 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions):

Ordinary resolutions

1. To receive and adopt the annual report and accounts for the year ended 31 March 2021.
   For each financial year, the Directors of the Company (the "Directors") are required to lay the Annual Report and the Financial Statements of the Company before the Company in a general meeting. The Annual Report and Financial Statements for the year ended 31 March 2021 ("Annual Report & Accounts") were sent to shareholders on 6 July 2021.
2. To approve the dividend policy of the Company. The dividend policy of the Company is as follows:
   "Our policy is to grow our dividend progressively in line with our view of the underlying adjusted earnings per share on a diluted basis (excluding performance fees) and the cash flow of Liontrust.
   When setting the dividend, the Board looks at a range of factors, including:
3. 1. the macro environment;
   2. the current balance sheet; and
   3. future plans.

It is our intention that dividends will be declared and paid half yearly."

This resolution is in accordance with the PIRC Shareowner Voting Guidelines 2021, which recommends that shareholders have an annual opportunity to approve the Company's dividend policy. This resolution is advisory in nature and neither the payment of dividends to shareholders nor the actual calculation of any dividends paid are conditional on it.

1. To approve the annual report on remuneration for the year ended 31 March 2021.
   Under section 420 of the Companies Act 2006 (the "Companies Act"), the Directors must prepare a directors' remuneration report for each financial year of the Company. The Companies Act also requires that a resolution be put to shareholders each year for their approval of that report at the general meeting of the Company before which the Company's annual accounts are to be laid. This resolution is advisory in nature and the Directors' entitlement to receive remuneration is not conditional on it. The annual report on remuneration can be found on pages 72 to 98 of the Annual Report & Accounts. This notice therefore contains an ordinary resolution to approve the annual report on remuneration for the year ended 31 March 2021.
2. To re-elect Alastair Barbour as a Director.
3. To re-elect John Ions as a Director.

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1. To re-elect Vinay Abrol as a Director.
2. To re-elect Mandy Donald as a Director.
3. To elect Quintin Price as a Director.
4. To re-elect George Yeandle as a Director.
   Under the Company's articles of association (the "Articles"), one third of the Directors must retire from office by rotation at each annual general meeting and may offer themselves for re-election (this does not include Directors appointed to the Board since the last annual general meeting). The UK Corporate Governance Code (July 2018) recommends that all directors of premium listed companies should be subject to annual re-election, so Alastair Barbour, John Ions, Vinay Abrol, Mandy Donald and George Yeandle retire from office and offer themselves for re-election. The UK Corporate Governance Code and the Articles also require any new directors appointed by the Board since the last annual general meeting to stand for election at the next annual general meeting. Accordingly, Quintin Price, having joined the Board since the last annual general meeting, also retires from office and offers himself for election.
   Biographical details for each Director are set out at page 49 of the Annual Report & Accounts.
   The Chairman confirms that, following the completion of the Board performance evaluation process for 2021, which can be found in the Corporate Governance Report on pages 59 and 62 of the Annual Report & Accounts, the performance of each of the Directors standing for re-election/election continues to be effective and demonstrates commitment to the role (including time for Board and committee meetings and any other duties). Accordingly, the re-election/election of each of the Directors is recommended.
5. To reappoint KPMG LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next annual general meeting at which accounts are laid before the company.
   The Company's auditors must offer themselves for reappointment at each annual general meeting at which accounts are presented. Accordingly, the Board, on the recommendation of the Audit & Risk Committee, proposes the reappointment of KPMG LLP as the Company's auditors.
6. To authorise the Directors to determine the auditor's remuneration.
   This resolution, if passed, will authorise the Directors to agree the remuneration of KPMG LLP for their services as auditors.
7. That, in substitution for all existing authorities (but without prejudice to any allotments made pursuant to the terms of such authorities), the Directors are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act to exercise all the powers of the Company to:
8. 1. allot shares in the capital of the Company and to grant rights to subscribe for, or to convert any security into, shares in the capital of the Company ("Relevant Securities") up to an aggregate nominal amount of £204,173 (representing one third of the share capital of the Company (excluding treasury shares) as at 17 August 2021); and
   2. allot Relevant Securities comprising equity securities (within the meaning of section 560 of the Companies Act) up to an aggregate nominal amount of £204,173 (representing one third of the share capital of the Company (excluding treasury shares) as at 17 August 2021) in connection with an offer by way of rights issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares, but subject to such exclusions, limits, restrictions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates or any legal, regulatory or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange,

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such authority to expire (unless previously revoked, varied or renewed) on 22 December 2022 or, if sooner, the conclusion of the next annual general meeting of the Company, provided that the Company may, before such expiry, make an offer or agreement which would, or might, require Relevant Securities to be allotted after such expiry, and the Directors may allot Relevant Securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Under the Companies Act, Directors may not allot shares in the Company (or grant certain rights over shares) without the authority of shareholders in general meeting (other than pursuant to an employee share scheme). In certain circumstances this could be unduly restrictive. The Directors' existing authority to allot ordinary shares, which was granted at the annual general meeting of the Company held on 22 September 2020, will expire at the end of this year's AGM.

Subject to the passing of this resolution, which will be proposed as an ordinary resolution, the Directors will be authorised, in place of all existing authorities, to allot shares (pursuant to section 551 of the Companies Act) up to an aggregate nominal amount of £204,173, representing approximately one third of the nominal value of the issued ordinary shares on 17 August 2021 (being the last practicable date prior to the publication of this document). As at 17 August 2021, the Company did not hold any shares in treasury. In addition, subject to the passing of this resolution, the Directors will be authorised, in place of all existing authorities, to allot further shares in connection with an offer by way of rights issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares; up to an aggregate nominal amount of £204,173, representing approximately one third of the nominal value of the issued ordinary shares on 17 August 2021 (being the last practicable date prior to the publication of this document). As at 17 August 2021, the Company did not hold any shares in treasury. This authority reflects guidelines issued by the Investment Association in relation to "Share Capital Management Guidelines" (the "IA Guidelines") and is in line with market practice.

The authority conferred will expire (unless previously revoked, varied or renewed) on 22 December 2022 or, if sooner, at the end of the next annual general meeting. However, the Company may make an offer or agreement prior to the expiry of this authority which would or might require Relevant Securities to be allotted after the expiry of this authority

• in this case, the Directors will be permitted to allot securities pursuant to such offer or agreement as if this authority had not expired.

The Directors have no present plans to exercise this authority and allot shares other than on the exercise of share options under an employee share scheme. However, the Directors believe it to be in the best interests of the Company that they should continue to have the flexibility to make limited issues of shares on the basis of the authority set out in the resolution, for example to finance appropriate business opportunities that may arise.

13. That, in accordance with sections 366 and 367 of the Companies Act, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised, during the period beginning with the date on which this resolution is passed and ending on 22 December 2022 or, if sooner, the end of the next annual general meeting of the Company, to incur political expenditure not exceeding £50,000 in total.

For the purposes of this resolution, the term "political expenditure" has the meaning given by sections 363-365 of the Companies Act.

Under section 366 of the Companies Act a company must not incur political expenditure without shareholder approval. Political expenditure is widely defined and can include gifts (of money or other property), sponsorship and subscriptions and possibly the granting of paid leave to an employee to attend duties as an elected councilor, or support for bodies representing the business community in policy review or reform. For this reason, the Directors support the passing of the above resolution to avoid any inadvertent infringement. The Directors confirm that there are at present no plans to make political donations and it is not their intention to use the authority given for that purpose.

The resolution does not authorise any specific expenditure. As required by the Companies Act 2006, the Company will make disclosure in its next annual report of any political expenditure incurred by it or any of its subsidiaries which is in aggregate in excess of £2,000.

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