Just Annual Report and Accounts 2023

122 | Just Group PLC | Annual Report and Accounts 2023

DIRECTORS’ REPORT continued

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. 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 SIP does not have an expiry date. 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 2023, no ordinary shares of 10 pence each were issued to employees in satisfaction of the exercise of share options under the SAYE (2022: 165,888). No shares were issued to the EBT or to employees in respect of other plans during the year (2022: nil). Substantial shareholdings The table below shows the holdings of the major shareholders in the Company’s ordinary issued share capital, as at 31 December 2023 and as at 7 March 2024, 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.

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 2023 AGM held on 9 May 2023: • 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 14 March 2023; 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. Details of the shares issued by the Company during 2023 and 2022 can be found in note 23. No shares were purchased by the Company during the year. The Directors propose to renew these above-mentioned authorities at the 2024 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.

Ordinary shareholdings at 31 Dec 2023

Ordinary shareholdings at 7 Mar 2024 1

% of capital

Shareholder

58,515,211 5.63 58,515,211 5.63 57,253,643 5.51 57,253,643 5.51

Baillie Gifford

Fidelity International

Ameriprise 48,341,471 4.65 48,341,471 4.65 Janus Henderson Group plc 52,407,563 5.04 52,407,563 5.04 Schroders plc 52,147,535 5.02 52,147,535 5.02 Lombard Odier – – 51,361,808 4.94 Aegon N.V. 51,584,569 4.97 51,584,569 4.97 AXA Investment 49,615,299 4.78 49,615,299 4.78 Credit Suisse Group AG 40,054,845 3.86 40,054,845 3.86

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 Relationship with stakeholders report. Modern slavery The Directors are committed to combatting modern slavery and human trafficking in all its forms and 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 .