Ashmore : Notice of Annual General Meeting on 20.10.2017

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 2017, a copy of which accompanies this document.

Goldman Sachs, UBS Investment Bank and Morgan Stanley, who are each authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are 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 Goldman Sachs, UBS Investment Bank and Morgan Stanley 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 Friday 20 October 2017

Notice of the Annual General Meeting of the Company to be held at Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX at 12 noon on Friday 20 October 2017 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 registrar, Equiniti Registrars, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than

12 noon on Wednesday 18 October 2017.

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.

Definitions

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

"2016 Annual Report" means the Annual Report and Accounts of the Company for the year ended 30 June 2016

"2017 Annual Report" means the Annual Report and Accounts of the Company for the year ended 30 June 2017,

a copy of which accompanies this document

"Annual General Meeting" or "AGM" means the Annual General Meeting of the Company to be held at Kingsway Hall Hotel,

66 Great Queen Street, London WC2B 5BX at 12 noon on Friday 20 October 2017

"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

"Chairman's Letter" means the letter from Peter Gibbs, the Non-executive Chairman 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

"Form of Proxy" means the form of proxy accompanying this document

"FSMA" means the Financial Services and Markets Act 2000

"Goldman Sachs" means Goldman Sachs International

"Independent Directors" means the Directors of the Company other than Mark Coombs

"Independent Non-executive Directors" means Peter Gibbs, Clive Adamson, David Bennett, Simon Fraser and Dame Anne Pringle "Independent Shareholders" means Shareholders other than Mark Coombs and Rebecca Coombs, his spouse "Listing Rules" or "LR" means the Listing Rules of the UK Listing 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 UK Listing 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 9.2.2AR(2)(a) "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 Limited

"UK Listing Authority" means the UK Listing Authority, being the Financial Conduct Authority acting as competent

authority for the purposes of Part VI of FSMA

"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

2 Ashmore Group plc | Notice of Annual General Meeting 2017

Part I - Letter from the Chairman

Ashmore Group plc

(Registered in England No. 3675683)

Directors: Registered Office:

Peter Gibbs (Non-executive Chairman) 61 Aldwych

Mark Coombs (Chief Executive Officer) London WC2B 4AE

Tom Shippey (Group Finance Director)

Clive Adamson (Non-executive Director) 8 September 2017

David Bennett (Non-executive Director)

Simon Fraser (Senior Independent Non-executive Director) Dame Anne Pringle (Non-executive Director)

To Shareholders

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 Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX at 12 noon on Friday 20 October 2017 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 2017 and, although not a statutory requirement, proposes the accounts for adoption. A copy of the 2017 Annual Report accompanies this document.

   Resolution 2: Final dividend

   Shareholder approval is required for the payment of a final dividend for the year ended 30 June 2017 as recommended by the Board. Subject to shareholder approval, this dividend will be paid on 1 December 2017 to Shareholders on the register of members of the Company at the close of business on 3 November 2017.

   Resolutions 3 to 9: Election and re-election of Directors

   The Board has fully adopted provision B.7.1 of the UK Corporate Governance Code and, as at last year's annual general meeting, the Directors, will all retire and seek re-election at the Annual General Meeting on 20 October 2017.

   The Company's Nominations Committee considers the appointment and replacement of Directors subject to the rules set out in the Articles of Association. The Nominations Committee will normally engage an independent search consultant with no connection to the Ashmore group to find appropriate candidates for the Board with the requisite skills, and in doing so will take account of relevant guidelines and legislation relating to the appointment of individuals to boards (including but not limited to the Equality Act 2010, relevant European Union law, guidance from the Equality and Human Rights Commission and the Financial Reporting Council's UK Corporate Governance Code

   (April 2016)). The Nominations Committee may also consider candidates introduced to the Company from other sources. None of the Independent Non-executive Directors seeking 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 13.8.17 R (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 Peter Gibbs, Simon Fraser, Dame Anne Pringle, David Bennett and Clive Adamson to be independent in accordance with Provision B.1.1 of the UK Corporate Governance Code. Simon Fraser is the Senior Independent Director.

   Each of Mark Coombs and his spouse is classed as a "controlling shareholder" of Ashmore under the Listing Rules. As a result, the Listing Rules require that Independent Non-executive Directors be 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 re-election of the Independent Non-executive Directors

   (resolutions 6 to 9) will be taken on a poll and the votes cast by Independent Shareholders and all Shareholders will be calculated separately.

   Ashmore Group plc | Notice of Annual General Meeting 2017 3

   Part I - Letter from the Chairman continued

   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 are contained on page 45 of the 2017 Annual Report.

   The UK Corporate Governance Code recommends that the Board should undertake a formal annual evaluation of its own performance and that of its committees 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 2015 by Independent Audit and a further externally facilitated evaluation will be conducted in 2018. The Chairman conducted an internal review of the performance of the Board in 2017. Meetings were held by the Chairman with each Director in which issues and developments over the year were discussed and performance was considered by reference to the objectives of the Board and its committees. The issues raised during this process were subsequently discussed by

   the Board together. The separate evaluation of my performance as Chairman was undertaken by the Senior Independent Director and the feedback was reflected in the Board evaluation discussion. The Board believes that, following the completion of their evaluation, the

   performance of the Directors and its committees continues to be effective and that they continue to demonstrate commitment to their roles. The Company therefore also considers each of the Independent Non-executive Directors will be an effective Director. The Board therefore recommends the re-election of all Directors who are seeking re-election.

   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.

   Changes to the Companies Act 2006, which took effect in October 2013, require the Company to ask Shareholders to approve the remuneration policy section of the Directors' remuneration report. This is set out on pages 57 to 63 of the 2017 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 AGM in 2014. 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 64 to 73 of the 2017 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 reappointment at each general meeting at which accounts are presented. On the recommendation of the Audit and Risk Committee the Board proposes that KPMG LLP be reappointed as auditors of the Company pursuant to resolution 12. Resolution 13 authorises the Directors 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 normal activities are caught by the legislation.

Resolution 15: Authority to allot shares

At the annual general meeting held on 21 October 2016, members gave authority to the Directors to allot Ordinary Shares up to an aggregate nominal amount equal to £23,579.08 (representing 235,790,823 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 £47,158.16 (representing 471,581,648 Ordinary Shares) representing two-thirds of the issued ordinary share capital (excluding treasury shares). Resolution 15 replaces the authority granted in 2016 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 £23,579.08 (representing 235,790,823 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 8 September 2017, 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 £47,158.16 (representing 471,581,648 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 8 September 2017, the latest practicable date prior to publication of

this document.

The authority sought under this resolution will expire at the earlier of 31 December 2018 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 8 September 2017, the latest practicable date prior to publication of this document, 5,368,331 Ordinary Shares, with an aggregate nominal value of £536.83, were held by the Company in treasury.

4 Ashmore Group plc | Notice of Annual General Meeting 2016