Ashmore : Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Ordinary Shares in Ashmore Group plc, please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Your attention is drawn to Ashmore Group plc's Annual Report and Accounts for the year ended 30 June 2023.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Ashmore Group plc and for no one else in connection with the Authority to Make Market Purchases and Waiver Resolution described in this document and accordingly will not be responsible to any person other than Ashmore Group plc for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to such proposals.

UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom and is acting for Ashmore Group plc and for no one else in connection with the Authority to Make Market Purchases and Waiver Resolution described in this document and accordingly will not be responsible to any person other than Ashmore Group plc for providing the protections afforded to clients of UBS AG London Branch or for providing advice in relation to such proposals.

Ashmore Group plc

(Incorporated and registered in England and Wales under No. 3675683)

Notice of Annual General Meeting at 12 noon on Wednesday 18 October 2023

Notice of the Annual General Meeting of the Company to be held at the De Vere Grand Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on Wednesday 18 October 2023 is set out at the end of this document.

Shareholders are requested to complete and return the Form of Proxy enclosed with this document as soon as possible but in any event, to be valid, so as to be received by the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 12 noon on Monday 16 October 2023.

The return of the Form of Proxy will not preclude a member from attending and voting at the Annual General Meeting in person should he or she subsequently decide to do so.

D E F I N I T I O N S

The following definitions apply throughout this document, unless the context otherwise requires:

"2022 AGM"	means the Annual General Meeting of the Company held on Friday 14 October 2022
"2022 Annual Report"	means the Annual Report and Accounts of the Company for the year ended 30 June 2022
"2023 Annual Report"	means the Annual Report and Accounts of the Company for the year ended 30 June 2023
"Annual General Meeting" or "AGM"	means the Annual General Meeting of the Company to be held at the De Vere Grand
	Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on
	Wednesday 18 October 2023
"Authority to Make Market Purchases"	means the authority for the Company to make market purchases of Ordinary Shares to be
	proposed to Shareholders in the terms of resolution 18 set out in the Notice of AGM
"Board" or "Directors"	means the Directors of Ashmore, and "Director" shall mean any one of them, as the
	context requires
"Business Day"	means any day (other than a Saturday or Sunday or public holiday) on which banks are
	generally open for business in London
"Chair's Letter"	means the letter from Clive Adamson, the Non-executive Chair of the Company, set out in
	Part I of this document
"Company" or "Ashmore"	means Ashmore Group plc
"Employee Benefit Trust" or "EBT"	means the Ashmore 2004 Employee Benefit Trust established by a trust deed dated 15
	March 2004 of which Overseas Pensions and Benefits Limited (formerly Carey Pensions
	and Benefits Limited) is the trustee
"Executive Directors"	means Mark Coombs and Tom Shippey
"Financial Conduct Authority"	means the Financial Conduct Authority acting as competent authority for the purposes of
	Part VI of FSMA
"Form of Proxy"	means the form of proxy accompanying this document
"FSMA"	means the Financial Services and Markets Act 2000
"Independent Directors"	means the Directors of the Company other than Mark Coombs
"Independent Non-executive Directors"	means Clive Adamson, Jennifer Bingham, Helen Beck, Thuy Dam and Shirley Garrood
"Independent Shareholders"	means Shareholders other than Mark Coombs
"Listing Rules" or "LR"	means the Listing Rules of the Financial Conduct Authority made in accordance with
	Section 74 of FSMA
"London Stock Exchange"	means London Stock Exchange Group plc
"Morgan Stanley"	means Morgan Stanley & Co. International plc
"Notice of AGM"	means the notice of the Annual General Meeting set out at the end of this document
"Official List"	means the official list of the Financial Conduct Authority
"Ordinary Shares"	means ordinary shares of 0.01 pence each in the Company
"Panel"	means the Panel on Takeovers and Mergers
"Relationship Agreement"	means the relationship agreement entered into between Mark Coombs and the Company
	effective 1 July 2014 in accordance with Listing Rule 9.2.2AD(1)
"resolution" or "resolutions"	means a resolution or the resolutions set out in the Notice of AGM
"Shareholders"	means holders of Ordinary Shares
"Share Schemes"	means the Ashmore Executive Omnibus Plan 2015, the Ashmore Executive Omnibus
	Incentive Plan, the Ashmore Company Share Option Plan and the Ashmore First
	Discretionary Share Option Scheme
"Takeover Code"	means the City Code on Takeovers and Mergers
"UBS" or "UBS Investment Bank"	means UBS AG London Branch
"UK Corporate Governance Code"	means the Financial Reporting Council's UK Corporate Governance Code (July 2018)
"Waiver Resolution"	means resolution 19 in the form set out in the Notice of AGM at the end of this document
	approving a waiver of the mandatory offer provisions set out in Rule 9 and Rule 37 of the
	Takeover Code

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Ashmore Group plc Notice of Annual General Meeting 2023

P A R T I - L E T T E R F R O M T H E C H A I R

Ashmore Group plc

(Registered in England No. 3675683)
Directors:	Registered Office:
Clive Adamson (Non-executive Chair)	61 Aldwych
Mark Coombs (Chief Executive Officer)	London WC2B 4AE
Tom Shippey (Group Finance Director)
Jennifer Bingham (Senior Independent Non-executive Director)	14 September 2023
Helen Beck (Non-executive Director)
Thuy Dam (Non-executive Director)
Shirley Garrood (Non-executive Director)

Dear Shareholder

1. Introduction

The purpose of this letter is to provide you with an explanation of the resolutions to be proposed at the Annual General Meeting of the Company which will be held at the De Vere Grand Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on Wednesday 18 October 2023 and to seek your approval of them. The Notice of AGM is set out at the end of this document.

The first part of the AGM (resolutions 1 to 13 inclusive) will address ordinary business of the AGM. The second part of the AGM (resolutions 14 to 20 inclusive) will seek the necessary Shareholder approvals for:

• authority for the Company to make political donations of up to £60,000;
• the renewal of the Directors' authority to allot Ordinary Shares;
• the renewal of the Directors' authority to issue Ordinary Shares, or transfer Ordinary Shares from treasury, for cash on a non pre-emptive basis;
• the Authority to Make Market Purchases;
• a waiver which the Panel has agreed to grant (subject to Independent Shareholders' approval) of any obligation on Mark Coombs to make a mandatory offer under Rule 9 of the Takeover Code which might arise if the Company makes purchases of Ordinary Shares pursuant to the Authority to Make Market Purchases; and
• authority for the Company to call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice.

All of the resolutions to be proposed at the AGM (including the proposals outlined above) will be taken on a poll and are explained in further detail below.

2. Ordinary business

The ordinary business of the AGM comprises resolutions 1 to 13 inclusive.

Resolution 1: Report and accounts

The Directors are required to lay the Directors' report, the audited annual accounts of the Company and the independent auditor's report before Shareholders at the Annual General Meeting. Accordingly, resolution 1 presents the accounts for the year ended 30 June 2023 and, although not a statutory requirement, proposes the accounts for adoption. A copy of the 2023 Annual Report is available on the Company's website: www.ashmoregroup.com.

Resolution 2: Final dividend

Shareholder approval is required for the payment of a final dividend for the year ended 30 June 2023 as recommended by the Board. Subject to Shareholder approval, this dividend will be paid on 8 December 2023 to Shareholders on the register of members of the Company at the close of business on 3 November 2023.

Resolutions 3 to 9: Re-election and election of Directors

The Board has fully adopted provision 18 of the UK Corporate Governance Code and all Directors (other than Thuy Dam) will be seeking re-election at the Annual General Meeting. Thuy Dam was appointed as a Director on 1 June 2023 and accordingly will be seeking election for the first time. Thuy Dam is currently a Non-executive Director of Thien Minh Group Limited, TASCO JSC and EQuest Education Group. Her former roles include Vice Chair to the Greater Mekong Region of the Australia and New Zealand Bank, Chief Representative in Vietnam of the National Australia Bank and President of the Fulbright University Vietnam.

Jennifer Bingham joined the Board on 29 June 2018 and was elected by Shareholders as a Director at the annual general meeting held in 2018. As disclosed in the Notice of the annual general meeting held in 2018, Jennifer Bingham served as an unpaid non-executive director of four companies controlled by Mark Coombs, resigning from the last of these in 2016. Between 2011 and 2014, Jennifer Bingham's company, Valley Management (UK) Limited, provided administrative and consulting services to a company owned by Mark Coombs. When considering the appointment of Jennifer Bingham in 2018, the Nominations Committee noted that the services had been provided at arm's length, and Jennifer Bingham was independent in accordance with the UK Corporate Governance Code (April 2016) and had no conflicts of interest that could affect her role as an Independent Non-executive Director. As noted below, the Board continues to consider Jennifer Bingham to be independent in accordance with the UK Corporate Governance Code.

Ashmore Group plc Notice of Annual General Meeting 2023

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P A R T I - L E T T E R F R O M T H E C H A I R ( C O N T I N U E D )

Helen Beck joined the Board on 1 June 2021 and was elected by shareholders at the annual general meeting held in 2021. As disclosed in the Notice of the annual general meeting held in 2021, Helen Beck retired as a partner of Deloitte LLP on 31 May 2021. Deloitte LLP was appointed as a remuneration adviser to Ashmore on 8 July 2020 and, whilst Helen Beck was initially part of the Deloitte advisory team, she did not play an active role in the provision of such advice from August 2020 onwards. When considering the appointment of Helen Beck, the Nominations Committee noted that: Helen Beck ceased performing an active role in the provision of advice to the Company following the commencement of the nomination process in August 2020; the fees paid to Deloitte LLP as remuneration advisers are not considered to be material from the point of view of both Deloitte LLP and the Company; and Helen Beck has extensive experience in providing advice to remuneration committees that will broaden the perspectives and experience that are applied to Board discussions. Having retired as a partner of Deloitte LLP, Helen Beck is not involved in the provision of any remuneration advice or any other services to the Company by Deloitte LLP.

Thuy Dam, who was appointed as an additional Non-executive Director on 1 June 2023, is seeking election at the AGM. Thuy Dam was identified as a potential candidate by the CEO given their industry connections, as she previously worked for the Australia and New Zealand Banking Group ("ANZ") in Vietnam and Singapore from 1996 to 2013. Prior to the Company's buyout from ANZ in 1999, Mark Coombs was also employed by ANZ in London between 1983 and 1999. When considering the appointment of Thuy Dam, the Nominations Committee noted that Mark Coombs and Thuy Dam have not been employed by the same firm since 1999 and focused on her extensive emerging markets expertise and valuable insights to markets in Southeast Asia. The Nominations Committee also undertook a thorough investigation into her skills, past experience, other time commitments and any potential conflicts of interest. Therefore, while the Nominations Committee is aware of the UK Corporate Governance Code expectation that an external search consultancy or open advertising should generally be used for the sourcing of candidates, given the availability and suitability of Thuy Dam as well as the cost savings involved,

it was considered that departure from this expectation was acceptable.

In considering her appointment, the Nominations Committee noted that as Thuy Dam is a Vietnamese national, she brings a wealth of experience to Ashmore as the first Non-executive Director to be appointed who is based in an emerging market, and the Board will benefit from her insights. Indeed, prior to her appointment to the Board, Thuy Dam had provided advice to Ashmore in relation to growing its alternatives investment theme in certain markets where she has expertise, for which she did not receive any remuneration. It is anticipated that Thuy Dam will continue to provide valuable local market insights, for example as Ashmore looks to expand its local emerging markets footprint in Southeast Asia.

Taking into consideration the relationships noted above, the Nominations Committee determined that Thuy Dam was independent in accordance with the UK Corporate Governance Code and did not have any conflicts of interest that could affect her role as an Independent Non-executive Director.

Save as aforesaid, none of the Independent Non-executive Directors seeking election, or re-election, at the Annual General Meeting has any existing or previous relationship, transaction or arrangement with the Company, nor with any controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of LR 13.8.17R(1).

In considering the Independent Non-executive Directors' independence, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. The Board considers Clive Adamson, Jennifer Bingham, Helen Beck, Thuy Dam and Shirley Garrood to be independent in accordance with the UK Corporate Governance Code and it considers Clive Adamson to have been independent on the date of his appointment as Chair. As at the date of this letter, Jennifer Bingham is the Senior Independent Director.

Mark Coombs is classed as a "controlling shareholder" of Ashmore under the Listing Rules. As a result, LR 9.2.2ER requires that Independent Non-executive Directors be elected or re-elected by a majority of votes cast by Independent Shareholders as well as by a majority of votes cast by all Shareholders. Therefore, the resolutions for the election and re-election of the Independent Non-executive Directors (resolutions 5 to 9) will be taken on a poll and the votes cast by Independent Shareholders and all Shareholders will be calculated separately. Such resolutions will be passed only if a majority of votes cast by Independent Shareholders are in favour, in addition to a majority of votes cast by all Shareholders being in favour.

Biographies of the Directors and what they contribute to the Board are contained in Appendix I commencing on page 18 of this document as well as on pages 62 and 63 of the 2023 Annual Report. The Board believes that each Director standing for election and re-election brings considerable and wide-ranging skills and experience to the Board as a whole and will continue to make an important contribution to the deliberations of the Board and to the Company's long-term sustainable success.

The UK Corporate Governance Code recommends that the Board undertakes a formal and rigorous annual evaluation of its own performance and that of its committees, the Chair and individual Directors, and that an externally facilitated evaluation should be undertaken at least once every three years. An independent externally facilitated evaluation was conducted in 2021 by Korn Ferry and a further externally facilitated evaluation will be conducted in 2024. The Chair conducted an internal review of the performance of the Board, its committees and individual Directors in 2023. Meetings were held by the Chair with each Director in which issues and developments over the previous year were discussed and performance was considered by reference to the aims and behaviour of the Board, its committees and members. The issues raised during this process were subsequently discussed by the Board together with suggested improvements. A separate evaluation of the Chair's performance was undertaken by the Senior Independent Director. Her findings were discussed in the same meeting. The Board believes that, following the completion of their evaluations, its own performance and that of its Directors and committees continues to be effective and to make an important contribution to the Company's long-term sustainable success. The Company considers each of the Directors will continue to be effective. The Board therefore recommends the election or re-election of all Directors who are seeking election or re-election (as applicable).

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Ashmore Group plc Notice of Annual General Meeting 2023

Resolutions 10 and 11: Approval of remuneration policy and report

These resolutions deal with the remuneration of the Directors and seek approval of the Directors' remuneration policy and of the remuneration paid to the Directors during the year under review respectively.

The Companies Act 2006 requires the Company to ask Shareholders to approve the remuneration policy section of the Directors' remuneration report. This is set out on pages 85 to 93 of the 2023 Annual Report. Section 439A of the Companies Act 2006 requires that an ordinary resolution be put to Shareholders at least every three years, the previous policy vote having been held and approved at the annual general meeting held in 2020. Resolution 10 is a binding vote. If approved by Shareholders, the Directors' remuneration policy will take effect immediately after the end of the Annual General Meeting and will apply until replaced by a new or amended policy.

Section 439 of the Companies Act 2006 requires that an ordinary resolution be put to Shareholders each year for their approval of the Directors' remuneration report, excluding the remuneration policy. This is set out on pages 78 to 111 of the 2023 Annual Report. Resolution 11 is an advisory vote.

Resolutions 12 and 13: Appointment and remuneration of the auditors

The Company's auditors must offer themselves for appointment at each general meeting at which accounts are presented. In order to determine a successor to KPMG LLP as they approach the end of their maximum permitted tenure as auditors, the Audit and Risk Committee carried out a competitive tender process for the Company's audit. Following the completion of that process and on the recommendation of the Audit and Risk Committee, the Board proposes that Ernst & Young LLP be appointed as auditors of the Company pursuant to resolution 12. Resolution 13 authorises the Audit and Risk Committee to agree the remuneration of the Company's auditors.

3. Special business

The special business to be considered at the AGM comprises resolutions 14 to 20 inclusive.

Resolution 14: Authority to make political donations

Section 366 of the Companies Act 2006 requires the Company to seek shareholder approval for the making of political donations and the incurring of political expenditure by the Company. Although the Company does not make and does not intend to make donations to political parties within the normal meaning of that expression, the definition in the Companies Act 2006 is wide. It can extend to bodies such as those concerned with policy review, law reform and the representation of the business community and special interest groups such as those concerned with the environment, which the Company and its subsidiaries might wish to support. Accordingly, the Directors have decided to seek Shareholders' authority for political donations and political expenditure in case any of its activities in the ordinary course of its business are caught by the legislation.

Resolution 15: Authority to allot shares

At the 2022 AGM, members gave authority to the Directors to allot Ordinary Shares up to an aggregate nominal amount equal to £23,758.03 (representing 237,580,268 Ordinary Shares of 0.01 pence each) representing one-third of the issued ordinary share capital (excluding treasury shares) of the Company and, in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £47,516.05 (representing 475,160,536 Ordinary Shares) representing two-thirds of the issued ordinary share capital (excluding treasury shares). Resolution 15 replaces the authority granted in 2022 which expires at the conclusion of this year's AGM.

Paragraph (a) of resolution 15 would give the Directors the authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount equal to £23,758.03 (representing 237,580,268 Ordinary Shares of

0.01 pence each). This amount represents one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 11 September 2023, the latest practicable date prior to publication of this document.

Consistent with the guidance issued by the Investment Association, paragraph (b) of resolution 15 would give the Directors authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £47,516.05 (representing 475,160,536 Ordinary Shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 11 September 2023, the latest practicable date prior to publication of this document.

The authority sought under this resolution will expire at the earlier of 31 December 2024 and the conclusion of the next annual general meeting of the Company.

The Directors will continue to seek to renew these authorities at each annual general meeting, in accordance with best practice. The Directors have no present intention to allot new Ordinary Shares, save as necessary under paragraph (a) to satisfy obligations of the EBT under the Company's Share Schemes.

As at 11 September 2023, the latest practicable date prior to publication of this document, no Ordinary Shares were held by the Company in treasury.

Ashmore Group plc Notice of Annual General Meeting 2023

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