Just Group plc | Annual Report and Accounts 2024
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DIRECTORS’ REPORT continued
SHARE CAPITAL
SECRETARY Simon Watson is the Group Company Secretary of Just Group plc and can be contacted at the Company’s Registered Office, details of which are on page 218. DIRECTORS’ POWERS The Board is responsible for the management of the business of the Company and may exercise all powers of the Company subject to the provisions of the Company’s Articles of Association and relevant legislation. DIRECTORS’ INSURANCE AND INDEMNITIES The Directors and Officers of the Company benefit from an indemnity provision in the Company’s Articles of Association against any liability they may incur in relation to the Company’s affairs, subject to the provisions of the Companies Act 2006 as amended. Each Director of the Company benefits from a deed of indemnity in respect of the costs of defending claims against them and third party liabilities, the terms of which are in accordance with the Companies Act 2006 as amended. Such qualifying third party indemnity provision remains in force at the date of this report. Directors’ and Officers’ liability insurance cover was maintained throughout the year at the Company’s expense and remains in force at the date of this report. DIRECTORS’ INTERESTS The interests of Directors and their connected persons in the ordinary shares of the Company as disclosed in accordance with the Listing Rules of the Financial Conduct Authority (the “Listing Rules”) are as set out in the Directors’ Remuneration report and details of the Directors’ long-term incentive awards are also set out on pages 114 to 115. CONFLICTS OF INTEREST The Board has established procedures for the management of potential or actual conflicts of interest of the Directors in accordance with the Companies Act 2006 and the Company’s Articles of Association. All Directors are responsible for notifying the Group Company Secretary and declaring at each Board meeting any new actual or potential conflicts of interest. The Directors are also responsible for declaring any existing conflicts of interest which are relevant to transactions to be discussed at each Board meeting. If a conflict is deemed to exist, the relevant Director will excuse themselves for discussions relating to that conflict. None of the Directors had a material interest in any significant contract with the Company or with any Group undertaking during the year. SHAREHOLDERS ANNUAL GENERAL MEETING The Company’s AGM in respect of the financial year ended 31 December 2024 will be held at 10.00am on Thursday 8 May 2025 at 1 Angel Lane, London EC4R 3AB. More information about the 2025 AGM can be found in the Notice of Meeting which will be made available to shareholders separately. RESULTS AND DIVIDENDS The financial statements set out the results of the Group and the Company for the year ended 31 December 2024 and are shown on pages 139 to 215. The Board is recommending a final dividend for the year ended 31 December 2024 of 1.8 pence per ordinary share (2023: 1.5 pence). Subject to approval by shareholders at the Company’s 2025 AGM, the Company will pay the final dividend on 14 May 2025 to shareholders on the register of members at the close of business on 11 April 2025. The final dividend resolution provides that the Board may cancel the dividend and, therefore, payment of the dividend at any time before payment, if it considers it necessary to do so for regulatory capital purposes. You can find detailed explanations about this in the Notice of Meeting for the 2025 AGM.
ORDINARY SHARE CAPITAL As at 31 December 2024, the Company had an issued share capital of 1,038,702,932 ordinary shares of 10 pence each, all fully paid up and listed on the equity shares of commercial companies segment of the London Stock Exchange. No shares are held in treasury. The holders of the ordinary shares are entitled to receive notice of, attend and speak at general meetings including the AGM, to appoint proxies and to exercise voting rights. The shares are not redeemable. The share price on 31 December 2024 was 162.40 pence. Further information relating to the Company’s issued share capital can be found in note 19. RESTRICTED TIER 1 NOTES The Company has £325m of Restricted Tier 1 notes (“Notes”) in issue. The Notes are convertible into equity in certain circumstances. The circumstances in which the Notes may convert into ordinary shares would be limited to a “trigger event”. A trigger event may only occur if the Board determines in consultation with the Prudential Regulation Authority that it has ceased to comply with its capital requirements under Solvency II in a significant way. This may occur if the amount of capital held by the Group fails to comply with its capital requirements for a continuous period of three months, or if the Group fails to comply with other minimum capital requirements applicable to it. Only if a trigger event occurs would any Notes convert into ordinary shares. The holders of the Notes do not have the right or option to require conversion of the Notes. On a change of control, the Notes may also be convertible into equity in an entity other than the Company where the acquiror is an approved entity (being an entity which has in issue ordinary share capital which is listed or admitted to trading on a regulated market) and the new conversion condition (as set out therein) is satisfied. Otherwise the Notes may be written down to zero. Further information relating to the Company’s Notes can be found in note 21. SHARE CAPITAL AUTHORITIES The Company’s Articles of Association specify that, subject to the authorisation of an appropriate resolution passed at a general meeting of the Company, Directors can allot relevant securities under Section 551 of the Companies Act 2006 up to the aggregate nominal amount specified by the relevant resolution. In addition, the Articles of Association state that the Directors can seek authority from shareholders at a general meeting of the Company to allot equity securities for cash, without first being required to offer such shares to existing ordinary shareholders in proportion to their existing holdings under Section 561 of the Companies Act 2006, in connection with a rights issue and in other circumstances up to the aggregate nominal amount specified by the relevant resolution. The Directors were granted the following authorities at the 2024 AGM held on 7 May 2024: • to allot ordinary shares in the Company up to a maximum aggregate nominal amount of £69,246,862; • to allot equity securities for cash on a non pre-emptive basis up to an aggregate nominal amount of £10,387,029 and further granted an additional power to disapply pre-emption rights representing a further 10% only to be used in specified circumstances; • to make market purchases of up to an aggregate of 103,870,293 ordinary shares, representing approximately 10% of the Company’s issued ordinary shares as of 11 March 2024; and • to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into ordinary shares in the Company, on a non pre-emptive basis, up to an aggregated nominal amount of £50,000,000 in relation to any issue(s) by the Company or any subsidiary undertaking of the Company (together the “Group”) of contingent convertible securities.
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