JPMorgan Elect Managed Income : Publication of Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE RECONSTRUCTION AND VOLUNTARY WINDING- UP OF JPMORGAN ELECT PLC ON WHICH SHAREHOLDERS ARE BEING ASKED TO VOTE. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR 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 your shares in JPMorgan Elect plc (the "Company"), please send this document together with the accompanying documents (but not the accompanying personalised Forms 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. Shareholders who are resident in, or citizens of, territories outside the United Kingdom should read the section headed "Overseas Excluded Shareholders" in Part 3 of this document.

The New JGGI Shares (as defined below) are not and will not be registered under the United States Securities Act of 1933 (the "US Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and the New JGGI Shares may not be offered, sold, pledged or otherwise transferred within the United States, or to or for the benefit of "U.S. persons" as defined in Regulation S under the US Securities Act ("US Persons") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Additionally, JGGI is not, and does not intend to be, registered as an investment company under the United States Investment Company Act of 1940 (the "US Investment Company Act") and Shareholders are not, and will not be, entitled to the benefits of the US Investment Company Act. No issuance, offer, purchase, sale or transfer of New JGGI Shares may be made except in a manner which would not require JGGI to register under the US Investment Company Act. In connection with the Scheme, US Persons which are existing holders of shares in the Company ("US Shareholders") are requested to execute the AI/QP Investor Letter (the "AI/QP Investor Letter") annexed to the JGGI Prospectus (as defined below) and return it to JGGI and Equiniti Limited (the "Receiving Agent") in accordance with the instructions printed thereon. There has been and will be no public offer of the New JGGI Shares in the United States.

The definitions used in this document are set out on pages 40 to 46 of this document.

JPMORGAN ELECT PLC

(Incorporated in England and Wales with registered number 03845060)

(An investment company within the meaning of section 833 of the Companies Act 2006)

Recommended proposals for the voluntary winding-up of the Company and

combination with JPMorgan Global Growth & Income plc

Notices of General Meetings

Notices of separate Class Meetings for the Growth Shareholders, Income

Shareholders and Cash Shareholders

This document should be read in conjunction with the prospectus expected to be published by JPMorgan Global Growth & Income plc ("JGGI") on or around 21 November 2022 (the "JGGI Prospectus"). The proposals described in this document are conditional on, amongst other things, Shareholder approval. Your attention is drawn to pages 35 to 37 of this document which summarise the risk factors associated with the proposals. Your attention is further drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains, among other things, the recommendation of the Directors that Shareholders vote in favour of the Resolutions to be proposed at the meetings referred to below. However, this document should be read in its entirety before deciding what action you should take.

Notices of: (i) a general meeting of the Company to be held on 9 December 2022 at 12.30 p.m. (the "First General Meeting"); (ii) a class meeting of the Growth Shareholders to be held on 9 December at 12.35 p.m. (the "Growth Class Meeting"); (iii) a class meeting of the Income Shareholders to be held on 9 December at 12.40 p.m. (the "Income Class Meeting"); (iv) a class meeting of the Cash Shareholders to be held on 9 December at 12.45 p.m. (the "Cash Class Meeting" and together with the Growth Class Meeting and the Income Class Meeting, the "Class

Meetings"); and (v) a general meeting of the Company to be held on 19 December 2022 at

12.30 p.m. (the "Second General Meeting" and together with the First General Meeting, the "General Meetings" and, together with the Class Meetings, the "Meetings") are set out at the end of this document. The General Meetings and the Class Meetings will be held at the Company's registered office at 60 Victoria Embankment, London, EC4Y 0JP.

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the Meetings and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf. Forms of Proxy for use in conjunction with the Meetings are enclosed. To be valid for use at the Meetings, the accompanying Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to the Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible, but in any event so as to be received no later than 48 hours (excluding non-working days) before the time of the relevant Meeting. Alternatively, Shareholders who hold their 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 the accompanying notes to the notices of the Meetings set out at the end of this Circular). Proxies submitted via CREST for the Meetings must be transmitted so as to be received by the Registrars as soon as possible and, in any event, by no later than 48 hours (excluding non-working days) before the time of the relevant 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 Form). 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.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the proposals and other matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis or for providing advice in relation to the proposals, the contents of this document and the accompanying documents, or any other matter referred to herein or therein. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this document, any statement contained herein or otherwise.

It is important that you complete and return the Forms of Proxy and the AI/QP Investor Letter (as applicable) as soon as possible. Your attention is drawn to the section entitled "Action to be Taken" on pages 14 and 15 of this document.

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	CONTENTS
EXPECTED TIMETABLE.........................................................................................................	4
PART 1 LETTER FROM THE CHAIRMAN ............................................................................	5
PART 2 JPMORGAN GLOBAL GROWTH & INCOME PLC .................................................	17
PART 3	FURTHER DETAILS OF THE PROPOSALS............................................................	23
PART 4	THE SCHEME ...........................................................................................................	28
PART 5	RISK FACTORS.........................................................................................................	35
PART 6	ADDITIONAL INFORMATION ...................................................................................	38
DEFINITIONS ..........................................................................................................................	40
NOTICE OF FIRST GENERAL MEETING .............................................................................	47
NOTICE OF GROWTH CLASS MEETING ............................................................................	50
NOTICE OF INCOME CLASS MEETING ..............................................................................	52
NOTICE OF CASH CLASS MEETING ...................................................................................	54
NOTICE OF SECOND GENERAL MEETING ........................................................................	56

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EXPECTED TIMETABLE

Ex-dividend date for the pre-liquidation dividend to Shareholders	17	November 2022
Record date for the pre-liquidation dividend to Shareholders	18	November 2022
Publication date of JGGI Prospectus	21	November 2022
Payment date for the pre-liquidation dividend	7	December 2022
Latest time and date for receipt of Forms of Proxy in respect of	12.30 p.m. on 7 December 2022
the First General Meeting
Latest time and date for receipt of Forms of Proxy in respect of	12.35 p.m. on 7 December 2022
the Growth Class Meeting
Latest time and date for receipt of Forms of Proxy in respect of	12.40 p.m. on 7 December 2022
the Income Class Meeting
Latest time and date for receipt of Forms of Proxy in respect of	12.45 p.m. on 7 December 2022
the Cash Class Meeting
First General Meeting	12.30 p.m. on 9 December 2022
Growth Class Meeting	12.35 p.m. on 9 December 2022
Income Class Meeting	12.40 p.m. on 9 December 2022
Cash Class Meeting	12.45 p.m. on 9 December 2022
Calculation Date	5.00 p.m. on 13 December 2022
Record Date for entitlements under the Scheme	6.00 p.m. on 13 December 2022
Shares disabled in CREST for settlement	7.00 a.m. on 14 December 2022
Latest time and date for receipt of Forms of Proxy in respect of	12.30 p.m. on 15 December 2022
the Second General Meeting
JGGI General Meeting	1.00 p.m. on 16 December 2022
Suspension of listing of Shares and Company's Register closes	7.00 a.m. on 19 December 2022
Second General Meeting	12.30 p.m. on 19 December 2022
Effective Date for implementation of the Scheme	19 December 2022
Announcement of the JPE FAV per Income Share, the JPE FAV	19 December 2022
per Cash Share and the JGGI FAV per Share
CREST accounts credited with, and dealings commence in, New	8.00 a.m. on 20 December 2022
JGGI Shares
Share certificates in respect of New JGGI Shares despatched	9 January 2023 (or as soon as
	practicable thereafter)
Cancellation of listing of Shares	as soon as practicable after the
		Effective Date

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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 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 1

LETTER FROM THE CHAIRMAN

JPMORGAN ELECT PLC

(Incorporated in England and Wales with registered number 03845060)

(An investment company within the meaning of section 833 of the Companies Act 2006)

Directors	Registered Office
Steve Bates (Chairman)	60 Victoria Embankment
James Robinson	London EC4Y 0JP
Karl Sternberg
Carla Stent
Davina Walter
	15 November 2022
Dear Shareholder,

Recommended proposals for the voluntary

winding-up of the Company and combination with JPMorgan Global Growth & Income plc

Notices of General Meetings

Notices of separate Class Meetings for the Growth Shareholders, Income Shareholders and

Cash Shareholders

Introduction

I am writing to you as a JPMorgan Elect plc ("JPE" or the "Company") Shareholder to explain a proposal which your Board believes is very much in your interests. The proposed transaction, which is set out in detail on pages 23 to 34 of this document (the "Transaction"), involves the recommended winding-up of the Company in order for it to be combined with JPMorgan Global Growth & Income plc ("JGGI"). Shareholders are invited to vote on the proposals described in detail below but should note that if they choose to take no action and the proposals are approved by Shareholders, their Shares in the Company will roll over into shares in JGGI under the terms of the Scheme (subject to the exclusions applicable to Overseas Excluded Shareholders, as described below).

Background

The Board announced on 27 October 2022 that it had agreed heads of terms for a combination of the assets of the Company with JGGI by means of a scheme of reconstruction and winding-up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"). While the tax circumstances of individual Shareholders will differ, this structure is designed to ensure that the Transaction does not trigger a capital gains tax liability for UK taxpayers who do not sell their JPE Shares. More detail on taxation can be found in the section headed "Taxation" in Part 3 of this document.

For some time, the Board has been concerned about the performance of the Income Share class, which ranks towards the bottom third of its peer group. The need to ensure that the dividend payable to Income Shareholders remains attractive has been gradually eroding the Company's reserve base and has meant that the Company has not provided Income Shareholders with much capital growth. As the Board sought solutions for this issue, a full review of the Company and its prospects seemed appropriate. During this process, it became clear that the Company faced certain fundamental difficulties, which the Board considered were only likely to worsen with time:

1. The complex structure of the Company is not having its desired effect of attracting new investors. Part of the rationale for the structure of JPE was that Shareholders would be able to

switch between Share classes (Income, Growth and Cash) on a tax-free basis. This facility has not been widely used. Furthermore, a significant percentage of the Shares of the Company is now held in tax wrappers (e.g. ISAs), where the tax-free switching facility is irrelevant.

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