JPMorgan Global Growth & Income : Shareholder Circular

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS CIRCULAR OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN PERSONAL FINANCIAL ADVICE FROM YOUR INDEPENDENT FINANCIAL ADVISER, STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 WITHOUT DELAY.

If you have sold or otherwise transferred all of your ordinary shares ("JGGI Ordinary Shares" or "Ordinary Shares") in JPMorgan Global Growth & Income plc (the "Company"), you should pass this Circular, together with the accompanying documents (but not the accompanying personalised Form of Proxy), as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, the related prospectus (the "Prospectus") published by the Company on or around 21 November 2022 should not be forwarded to or transmitted in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, any EEA State or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions.

The definitions used in this document are set out on pages 26 to 34 of this Circular.

JPMORGAN GLOBAL GROWTH & INCOME PLC

(a closed-ended investment company incorporated with limited liability under the laws of England and Wales

with registration number 00024299)

Proposed combination with JPMorgan Elect plc

Proposed issuance of Scheme Shares

Proposed grant of general authority to allot Ordinary Shares

Proposed disapplication of statutory pre-emption rights

Proposed amendment to the Company's articles of association Proposed grant of authority to repurchase Ordinary Shares Proposed amendment of length of notice of general meetings and

Notice of General Meeting

The Proposals described in this Circular are conditional on the approval of the JGGI Shareholders at a general meeting (the "General Meeting" or "GM"). Your attention is drawn to the Risk Factors and the Expected Dilution sections set out on pages 15 and 16. Your attention is also drawn to the letter from the Chair of the Company set out in Part I of this Circular, which contains, among other things, the recommendation of the Board that JGGI Shareholders vote in favour of the Resolutions to be proposed at the General Meeting referred to below. This Circular should be read in its entirety before deciding what action you should take.

The notice of the General Meeting, which will be held at 60 Victoria Embankment, London, EC4Y 0JP at 1:00 p.m. on 16 December 2022, is set out at the end of this Circular.

JGGI Shareholders are requested to return the Forms of Proxy accompanying this Circular for use at the General Meeting. To be valid, the Forms of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Registrar at Equiniti, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and in any event not later than by 1:00 p.m. on 14 December 2022 (being 48 hours (excluding weekends and any bank holiday) before the time of the meeting to which the Form of Proxy relates). Alternatively, JGGI Shareholders who hold their JGGI Ordinary Shares in uncertificated form (i.e. in CREST) may vote using the CREST electronic voting service in accordance with the procedure set out in the CREST Manual (please also refer to section 16 of Part I of this Circular and to the accompanying notes to the notice of the General Meeting set out at the end of this Circular). Proxies submitted via CREST for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later

than 48 hours (excluding weekends and any bank holiday) before the time of the General Meeting. As an alternative to completing a hard copy Form of Proxy, you can appoint a proxy or proxies electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy). Alternatively, if you have already registered with Equiniti Limited's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on both websites.

Neither the US Securities and Exchange Commission (the "SEC") nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Scheme or reviewed it for its fairness, nor have the contents of this document or any other documentation relating to the Scheme been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.

Winterflood Securities Limited (the "Sponsor"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the Proposals and will not be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to any matter referred to herein.

It is important that you complete and return the Forms of Proxy, or use the CREST electronic voting service in the manner referred to above, as soon as possible. Your attention is drawn to the section entitled "Action to be taken by JGGI Shareholders" on pages 16 and 17 of this Circular.

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	CONTENTS
PART I LETTER FROM THE CHAIR................................................................................	5
1.	INTRODUCTION AND BACKGROUND ......................................................	5
2.	AUTHORITY TO ALLOT THE SCHEME SHARES (RESOLUTION 1) .....	10

3. GRANT OF GENERAL AUTHORITY TO ALLOT JGGI ORDINARY

		SHARES (RESOLUTION 2) .......................................................................	10
	4.	DISAPPLICATION OF PRE-EMPTION RIGHTS (RESOLUTION 3)..........	11
	5.	AMENDMENT TO THE EXISTING ARTICLES (RESOLUTION 4) ...........	11
	6.	AUTHORITY TO REPURCHASE SHARES (RESOLUTION 5) .................	12
	7.	LENGTH OF NOTICE OF MEETING (RESOLUTION 6)...........................	12
	8.	GENERAL MEETING ...................................................................................	12
	9.	JGGI SHAREHOLDER APPROVAL REQUIRED........................................	13
	10.	COSTS AND EXPENSES OF THE PROPOSALS.....................................	14
	11.	CONDITIONS OF THE ISSUE ....................................................................	14
	12.	RISK FACTOR ..............................................................................................	15
	13.	EXPECTED DILUTION.................................................................................	15
	14.	TAXATION .....................................................................................................	16
	15.	THE CITY CODE ON TAKEOVERS AND MERGERS ..............................	16
	16.	ACTION TO BE TAKEN BY JGGI SHAREHOLDERS ...............................	16
	17.	DOCUMENTS AVAILABLE FOR INSPECTION..........................................	17
	18.	CONSENT.....................................................................................................	17
	19.	RECOMMENDATION ...................................................................................	17
	20.	FURTHER INFORMATION...........................................................................	17
PART II	C SHARES AND CONVERSION .........................................................................	19
PART III	UK TAXATION .......................................................................................................	22
DEFINITIONS	..........................................................................................................................	26
NOTICE OF GENERAL MEETING ........................................................................................	35

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EXPECTED TIMETABLE

GENERAL MEETING
Posting of Circular and Forms of Proxy for the General Meeting	22	November 2022
Latest time and date for receipt of Forms of Proxy for the	1:00 p.m. on 14 December 2022
General Meeting
General Meeting	1:00 p.m. on 16 December 2022
Announcement of results of the General Meeting	16	December 2022
SCHEME
Publication of the Prospectus	21	November 2022
First JPE General Meeting	12:30 p.m. on 9 December 2022
JPE Growth Class Meeting	12:35 p.m. on 9 December 2022
JPE Income Class Meeting	12:40 p.m. on 9 December 2022
JPE Cash Class Meeting	12:45 p.m. on 9 December 2022
Calculation Date for the Scheme	5:00 p.m. on 13 December 2022
Record Date for entitlements under the Scheme	6:00 p.m. on 13 December 2022
Second JPE General Meeting	12:30 p.m. on 19 December 2022
Effective Date for implementation of the Scheme	19 December 2022
Announcement of results of the Scheme and respective FAVs	19 December 2022
per share
CREST accounts credited with, and dealings commence in,	8:00 a.m. on 20 December 2022
Scheme Shares
Certificates despatched by post in respect of Scheme Shares	By 9 January 2023 (or as soon as
	practicable thereafter)
Conversion of Scheme C Shares	as soon as practicable after the
	C Share Portfolio has been
	realigned with the Ordinary Share
	Investment Policy

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Note: All references to time in this document are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meetings or the JPE Class Meetings) may be extended or brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.

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PART I

LETTER FROM THE CHAIR

JPMORGAN GLOBAL GROWTH & INCOME PLC

(a closed-ended investment company incorporated with limited liability under the laws of England and Wales with

	registration number 00024299)
	(the "Company")
Directors:	Registered office:
Tristan Hillgarth (Chair)	60 Victoria Embankment
Mick Brewis	London
Jane Lewis	EC4Y 0JP
James Macpherson
Neil Rogan
Sarah Whitney
	21 November 2022

PROPOSED COMBINATION WITH JPMORGAN ELECT PLC

PROPOSED ISSUANCE OF SCHEME SHARES

PROPOSED GRANT OF GENERAL AUTHORITY TO ALLOT

ORDINARY SHARES

PROPOSED DISAPPLICATION OF PRE-EMPTION RIGHTS

PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF ASSOCIATION PROPOSED GRANT OF AUTHORITY TO REPURCHASE ORDINARY SHARES PROPOSED AMENDMENT OF LENGTH OF NOTICE OF GENERAL MEETINGS AND

NOTICE OF GENERAL MEETING

Dear Shareholder

1. INTRODUCTION AND BACKGROUND

The Board announced on 27 October 2022 that it had agreed heads of terms for a combination of the Company with JPMorgan Elect plc ("JPE") (the "Transaction"), to be implemented through a scheme of reconstruction of JPE pursuant to section 110 of the Insolvency Act 1986 (the "Scheme"). The Transaction will see the enlarged Company continue to be managed by JPMorgan Funds Limited (the "Manager") (which delegates the management of the Company's Portfolio to JPMorgan Asset Management (UK) Limited (the "Investment Manager")) and continue to operate, so far the holders of Ordinary Shares, are concerned, under its existing published Investment Policy and dividend policy (the "Proposals").

The Board considers that the Proposals will enable JGGI Shareholders to benefit from the greater economies of scale that are expected to result from an enlarged asset base post combination, in particular, greater liquidity in the Company's Ordinary Shares and cost efficiencies. The Board expects that the Transaction will result in a reduction in the Company's ongoing annual charges of approximately 0.03 per cent. on the basis of the Company's Net Asset Value and the Net Asset Value of JPE as at 17 November 2022, being the latest practicable date prior to the publication of this Circular in respect of information relating to JPE. This reduction would result from the Company's Management Fee tiering arrangements, further details of which are set out in this section below, and the fixed costs of the Company being spread across a larger asset base.

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