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134 | SHAREHOLDER INFORMATION |


Notice of Annual General Meeting


Notice is hereby given that the thirty-third Annual General Meeting of F&C Asset Management plc will be held at Ironmongers Hall, Shaftesbury Place, Barbican, London EC2Y 8AA on Friday 10 May 2013 at 11 a.m. (UK time) for the following purposes:


Ordinary Business To be proposed as ordinary resolutions:


1. To receive the Financial Statements and the Reports of the Directors and the Independent Auditor for the year ended 31 December 2012.


2. To declare a final dividend of 2.0 pence per share on the ordinary shares of the Company to be paid on 24 May 2013 to members whose name appears on the register of members at the close of business on 5 April 2013.


3. To elect RichardWilson as a Director. 4. To re-elect Edward Bramson as a Director. 5. To re-elect Keith Bedell-Pearce as a Director. 6. To re-elect Keith Jones as a Director. 7. To re-elect David Logan as a Director. 8. To re-elect Keith Percy as a Director. 9. To re-elect Derham O’Neill as a Director. 10. To re-elect Kieran Poynter as a Director.


11. To approve the Directors’ Remuneration Report for the year ended 31 December 2012.


12. To re-appoint KPMG Audit Plc as Auditor to the Company to hold office until the conclusion of the next general meeting at which Financial Statements are laid before the Company and to authorise the Directors to determine their remuneration.


13. THAT:


(A) pursuant to section 551 of the Companies Act 2006 (‘the Act’), the Directors be generally and unconditionally authorised to allot:


(1) shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company, up to a maximum nominal amount of £185,041.76, subject to paragraph A(2); and


(2) shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company, comprising equity securities (within the meaning of section 560(1) of the Act) up to a maximum nominal amount (when aggregated with any allotment made pursuant to paragraph A(1)) of £370,083.52 in connection with a Pre-Emptive Offer undertaken by means of a rights issue;


(B) the authorities given in this Resolution:


(1) shall be in substitution for all pre-existing authorities to allot shares under section 551 of the Act (other than the specific authorities granted at the general meeting of the Company held on 18 June 2010 to allot shares to satisfy the consideration payable in relation to the acquisition of Thames River and the related commutation


arrangements and for the settlement of awards made under the management share plans) but without prejudice to the exercise of any such authority prior to the date hereof; and


(2) unless renewed, revoked or varied in accordance with the Act, shall expire at the completion of the Annual General Meeting of the Company to be held in 2014, save that the Company may before such expiry make an offer or agreement which would or might require the allotment of shares in the Company, or the right to subscribe for or to convert any security into shares in the Company, after such expiry; and


(C) for the purpose of this Resolution, “Pre-Emptive Offer” means an offer of equity securities to:


(1) holders of ordinary shares (other than the Company) on a fixed record date in proportion to their respective holdings of such shares; and


(2) other persons entitled to participate in such offer by virtue of the rights attaching to any other equity securities held by them,


in each case, subject to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractional entitlements, legal, regulatory or practical problems under the laws or the requirements of any regulatory body or stock exchange of any territory or otherwise.


To be proposed as special resolutions: 14. THAT:


(A) subject to the passing of resolution 13 set out in this Notice (‘the Allotment Authority’), the Directors be given power pursuant to section 570 of the Companies Act 2006 (‘the Act’) to allot equity securities (within the meaning of section 560(1) of the Act) for cash, pursuant to the authorities given by the Allotment Authority, and to sell treasury shares wholly for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such power shall be limited to the allotment of equity securities or the sale of treasury shares:


(1) in the case of paragraph A(1) of the Allotment Authority, (a) in connection with a Pre-Emptive Offer (as defined in the Allotment Authority); or (b) in order to satisfy options or awards under any share scheme for employees or share incentive plan approved by the Company in general meeting; or (c) otherwise, up to a maximum nominal amount of £27,759.04;


(2) in the case of paragraph A(2) of the Allotment Authority, in connection with a Pre-Emptive Offer undertaken by means of a rights issue;


(B) the power given in this Resolution:


(1) shall be in substitution for all pre-existing authorities under section 570 of the Act but without prejudice to the exercise of any such authority prior to the date hereof; and


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