Just Annual Report and Accounts 2020

JUST GROUP PLC Annual Report and Accounts 2020

Directors’ remuneration report continued

Dilution The Committee complies with the dilution levels that the Investment Association guidelines recommend. Shares relating to options granted under the Just Retirement Group plc 2013 Long Term Incentive Plan (“LTIP”) and the Just Retirement Group plc Sharesave Scheme (“SAYE”) are satisfied by using new issue shares rather than purchasing shares in the open market. The combined dilution from all outstanding share options at 31 December 2020 was 3.2% of the total issued share capital at the time. Share options granted under the Just Retirement Group plc Deferred Share Bonus Plan (“DSBP”) will continue to be satisfied by the purchase of shares in the open market and therefore do not count towards the dilution limit. Andy Parsons’ buy-out awards are to be satisfied by existing shares only, therefore those awards do not count towards the dilution limit.

PAYMENTS FOR LOSS OF OFFICE MADE DURING 2020 (AUDITED) No payments were made for loss of office to Directors during 2020.

SERVICE CONTRACTS AND LETTERS OF APPOINTMENT Executive Directors are on rolling service contracts with no fixed expiry date. The contract dates and notice periods for each Executive Director are as follows:

Date of contract

Notice period by Company

Notice period by Director

David Richardson

27 November 2019

6months 6months

Andy Parsons

1 January 2020

The Executive Directors have entered into service agreements with an indefinite term that may be terminated by either party on six months’ written notice. Contracts for new appointments will normally be terminable by either party on a maximum of six months’ written notice. In certain circumstances the notice period may be 12 months, reducing to six months within 18 months of appointment. An Executive Director’s service contract may be terminated summarily without notice and without any further payment or compensation, except for sums accrued up to the date of termination, if they are deemed to be guilty of gross misconduct or for any other material breach of the obligations under their employment contract. If the employment of an Executive Director is terminated in other circumstances, compensation is limited to base salary due for any unexpired notice period and any amount assessed by the Committee as representing the value of other contractual benefits which would have been received during the period. Executive Directors’ service contracts are available for inspection at the Group’s registered office during normal business hours and will be available for inspection at the AGM. All Non-Executive Directors have letters of appointment with the Group for an initial period of three years, subject to annual re-election by the Group at a general meeting. Non-Executive Directors’ letters of appointment are available for inspection at the registered office of the Group during normal business hours and will be available for inspection at the AGM. The Chair’s appointment may be terminated by either party with six months’ notice. It may also be terminated at any time if he is removed as a Director by resolution at a general meeting or pursuant to the Articles, provided that in such circumstances the Group will (except where the removal is by reason of his misconduct) pay the Chair an amount in lieu of his fees for the unexpired portion of his notice period. The appointment of each Non-Executive Director may be terminated at any time with immediate effect if he/she is removed as a Director by resolution at a general meeting or pursuant to the Articles. The Non-Executive Directors (other than the Chair) are not entitled to receive any compensation on termination of their appointment. STATEMENT OF VOTING AT THE ANNUAL GENERAL MEETING (UNAUDITED) At the Just Group AGM held on 14 May 2020, shareholders were asked to vote on both the Directors’ Remuneration Report (other than the part containing the Directors’ remuneration policy) for the year ended 31 December 2019 and the new Directors’ remuneration policy. The resolutions received significant votes in favour by shareholders. The votes received were:

Resolution

Votes for

% of votes

Votes against

% of votes

Votes withheld

To approve the Directors’ remuneration policy To approve the Directors’ Remuneration Report

782,674,741 796,632,603

89.5% 92,145,984 91.1% 78,258,122

10.5% 70,000

8.9%

EXTERNAL ASSISTANCE PROVIDED TO THE COMMITTEE FIT Remuneration Consultants (“FIT”) is retained as the independent adviser to the Remuneration Committee. They were appointed by the Committee in 2020, following a tendering exercise and replaced the Executive Compensation practice of Aon (“Aon”). FIT has no other connection with the Company or its Directors. Directors may serve on the Remuneration Committee of other companies for which FIT acts as Remuneration Consultants. The Committee is satisfied that all advice was objective and independent. FIT is a member of the Remuneration Consultants Group and subscribes to its Code of Conduct.

Fees paid for services to the Committee in 2020 to Aon were £79,503 and to FIT were £30,281 and were charged on a “time spent” basis in accordance with the terms of engagement.

REMUNERATION FOR EMPLOYEES BELOW THE BOARD (UNAUDITED) General remuneration policy

In setting Executives’ pay, the Committee seeks to ensure that the underlying principles, which form the basis for decisions on Executive Directors’ pay, are consistent with those on which pay decisions for the rest of the workforce are taken. For example, the Committee takes into account the general salary increases for the broader employee population when conducting the salary review for the Executive Directors.