Just Annual Report and Accounts 2021

FINANCIAL STATEMENTS

STRATEGIC REPORT

GOVERNANCE

Major shareholders The Company had been notified in accordance with DTR 5 of the Disclosure and Transparency Rules of the following interests of 3% or more of its issued ordinary share capital. The information in the following table was correct at the date of notification.

• to make market purchases of up to an aggregate of 103,813,285 ordinary shares, representing approximately 10% of the Company’s issued ordinary share capital as of 26 March 2021; and 2021 General Meeting • to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into 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. Details of the shares issued by the Company during 2021 and 2020 can be found in note 21 on page 156. No shares were purchased by the Company during the year. On 6 September 2021, the Company made a tender offer for £300m of Bonds in issue. Details of the tender offer can be found in the Section 172 statement on page 41. On 16 September 2021, the Company issued £325m of Bonds which in certain circumstances can be converted into ordinary shares with a nominal value of £41m in accordance with the authority granted at the 2021 General Meeting. Details of the Bonds issued during 2021 can be found in note 25 on page 162. The Directors propose to renew these abovementioned authorities at the 2022 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, by the Market Abuse Regulation (“MAR”) and insider trading law) or pursuant to the Listing Rules of the Financial Conduct Authority 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 or 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 should be consulted if further information is required. Share plans The Group operates a number of share-based incentive plans that provide the Company’s shares to participants at exercise of share options upon vesting or maturity. The plans in operation include the Just Retirement Group plc 2013 Long Term Incentive Plan (“LTIP”), the Just Group plc Deferred Share Bonus Plan (“DSBP”), the Just Retirement Group plc Sharesave Scheme (“SAYE”), and the Just Retirement Group plc Share Incentive Plan. Details of these plans are set out on pages 94 to 95. Exercises of share options under the LTIP and DSBP are satisfied by using newly issued shares or market purchased shares 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. Shares relating to options granted under the LTIP and SAYE are intended to be satisfied by newly issued shares. During the 12 months to 31 December 2021, 408,488 ordinary shares of 10 pence each were issued to employees and the EBT in satisfaction of the exercise of share options under the terms of these employee share plans (2020: 3,046,892).

Ordinary shareholdings at 31 Dec 2021 54,242,658

Ordinary shareholdings at 9 Mar 2022 1 54,242,658 38,771,332 31,038,322

% of capital

Shareholder

Aegon N.V.

5.22 3.73 2.98

Credit Suisse Group AG 38,771,332

Norges Bank

31,038,322

1 Being the last practical date prior to publication of the Annual Report.

EMPLOYEES Equal opportunities employment

Just Group plc is an equal opportunities employer and has policies in place to ensure decisions on recruitment, development, promotions and other employment-related issues are made solely on the grounds of individual ability, achievement, expertise and conduct. These principles are operated on a non-discriminatory basis, without regard to race, nationality, culture, ethnic origin, religion, belief, gender, sexual orientation, age, disability or any other reason not related to job performance or prohibited by applicable law. We are a Disability Confident Committed employer and our recruitment process ensures we give full and fair consideration to applications made by disabled persons and any reasonable adjustments are made as required during the recruitment process to ensure disabled persons have the same opportunity to demonstrate their skills as all other applicants. If an employee were to become disabled during their employment with the Group, support for continued employment would be provided and workplace adjustments made as appropriate in respect of their duties and working environment. Employee engagement and communication We want all colleagues to feel proud to work at Just and communication and engagement is critical to our success. We have a well-defined communication and engagement programme in place so that all colleagues understand our organisation’s goals and how we need to work together to achieve them. This includes quarterly town hall business updates, regular emails to all colleagues, videos and news items on our internal intranet. We consistently monitor the engagement of our colleagues and their views on matters that are important to them, including their views on the leadership team, their wellbeing and opportunities for personal growth. This is achieved through the formal methods of an annual survey and regular pulse surveys, as well as informal approaches which include gathering feedback via word of mouth. 2021 was a year in which we successfully transitioned colleagues from homeworking in light of COVID-19, to embracing our trial of hybrid ways of working. We were named as one of the UK’s 100 Best Large Companies to Work For and accredited as a 2 Star organisation, representing outstanding levels of engagement. We also undertook further work to define our culture and identity of being Just. This is how we deliver our strategy which is always sustainably and following clear behaviours which we collectively call the “Just way”. Performance-related pay rewards colleagues for the achievement of strategic business objectives and upholding our cultural, conduct and behavioural expectations. In addition, alignment with shareholder interest is provided through the use of employee share plans for all employees.

111