Strategic Report
Financial Statements
Governance
125
No shares were issued by the Company during 2024 (2023: nil). No shares were purchased by the Company during the year (2023: nil). The Directors propose to renew the above-mentioned authorities at the 2025 AGM for a further year. OTHER SECURITIES CARRYING SPECIAL RIGHTS No person holds securities in the Company carrying special rights with regard to control of the Company. RESTRICTIONS ON TRANSFER OF SHARES AND VOTING The Company’s Articles of Association do not contain any specific restrictions on the size of a holding or on the transfer of shares, except that certain restrictions may from time to time be imposed by laws and regulations (for example, the Market Abuse Regulation (“MAR”) and insider trading law) or pursuant to the Listing Rules whereby the Directors and certain employees of the Company require clearance from the Company to deal in the Company’s ordinary shares. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities of voting rights. No person has any special rights with regard to the control of the Company’s share capital and all issued shares are fully paid. This is a summary only and the relevant provisions of the Articles of Association can be consulted if further information is required.
SHARE PLANS The Group operates a number of share-based incentive plans that provide the Company’s ordinary shares to participants at exercise of share options upon vesting or maturity. The plans in operation include the Just Group plc Long Term Incentive Plan (“LTIP”), the Just Group plc Deferred Share Bonus Plan (“DSBP”), Just Group plc Sharesave Scheme (“SAYE”), and the Just Retirement Group plc Share Incentive Plan (“SIP”). Details of these plans are set out in the Directors’ Remuneration report and in note 9. The rules for the Company’s LTIP, DSBP and SAYE were adopted by shareholders at the 2023 AGM. They each have a ten-year life expiring in May 2033. The Directors propose to renew the SIP at the 2025 AGM. Awards under the LTIP, DSBP and SAYE are satisfied by using either newly issued shares or shares purchased in the market, which are held in the employee benefit trust (“EBT”). The trustee does not register votes in respect of these shares and has waived the right to receive any dividends. During the 12 months to 31 December 2024, no ordinary shares were issued to employees in satisfaction of the exercise of share options under the SAYE (2023: nil). No shares were issued to the EBT or to employees in respect of other plans during the year (2023: nil).
SUBSTANTIAL SHAREHOLDINGS The table below shows the holdings of the major shareholders in the Company’s issued ordinary share capital, as at 31 December 2024 and as at 6 March 2025, as notified in accordance with the provisions of Chapter 5 of the FCA’s Disclosure Guidance and Transparency Rules. It should be noted that these holdings may have changed since the Company was notified. However, notification of any change is not required until the next notable threshold is crossed.
Ordinary shareholdings at 6 Mar 2025 1
Ordinary shareholdings at 31 Dec 2024 % of capital
Shareholder
% of capital
Fidelity International
57,253,643
5.51 57,253,643
5.51 5.34 5.11 5.02 4.99 4.99 4.97 4.94 4.90 4.78 3.86
Blackrock, Inc.
– –
– 55,621,695 – 53,096,902
JPMorgan Asset Management Holdings Inc.
Schroders plc
52,147,535 51,931,621 51,895,600 51,584,569 51,361,808 50,857,090 49,615,299 40,054,845
5.02 52,147,535 4.99 51,931,621 4.99 51,895,600 4.97 51,584,569 4.94 51,361,808 4.90 50,857,090 4.78 49,615,299 3.86 40,054,845
Janus Henderson Group plc
Baillie Gifford
Aegon N.V.
Lombard Odier Asset Management (Europe) Ltd
Ameriprise
AXA Investment
Credit Suisse Group AG
1 The last practicable date prior to publication of the Annual Report. BUSINESS RELATIONSHIPS
The Board is committed to foster the Company’s business relationships with suppliers, customers and other stakeholders. Details on how the Board engages with our principal suppliers and customers, as well as other stakeholders can be found in the Relationships with stakeholders report. MODERN SLAVERY The Directors are committed to combatting modern slavery and human trafficking in all its forms. Just takes a zero tolerance approach to modern slavery within our workforce and the same is expected from suppliers. In compliance with Section 54(1) of the Modern Slavery Act 2015, the Company’s modern slavery statement, approved by the Board, is available to view on our website at www.justgroupplc.co.uk.
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