Just Annual Report and Accounts 2020

GOVERNANCE REPORT

Directors’ Report

The Directors present their report for the financial year ended 31 December 2020. The Strategic Report, the Governance Report and the Remuneration Report include information that would otherwise be included in the Directors’ Report. The Annual Report contains forward-looking statements, which are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ from any future results or developments expressed in, or implied by, the forward-looking statements. Each forward-looking statement speaks only as of the date of that particular statement. Just Group is a specialist UK financial services group focusing on attractive segments of the UK retirement income market. Just Group plc is a public company limited by shares and was incorporated in England and Wales with the registered number 8568957. The Company is a holding company. Details of the Company’s subsidiaries are set out in note 36. Commentary on the Group’s performance in the financial year ended 31 December 2020 and likely future developments is included in the Strategic Report on pages 24 to 31. Our approach to stakeholder engagement, including our Section 172 statement, can be found on pages 44 to 50. Corporate governance statement The FCA’s Disclosure Guidance and Transparency Rules require a corporate governance statement in the Directors’ Report to include certain information. You can find information that fulfils this requirement in this Directors’ Report, the Corporate Governance Report, Committee Reports, and the Directors’ Remuneration Report on pages 78 to 92, all of which is incorporated in the Director’s Report by reference. Listing Rule LR 9.8.4C In accordance with LR 9.8.4C, the table below sets out the location of the information required to be disclosed, where applicable. GOVERNANCE Principal activities and performance

Both the Directors’ Report and the Strategic Report have been drawn up and presented in accordance with, and in reliance upon, applicable English company law. The liabilities of the Directors in connection with those reports shall be subject to the limitations and restrictions provided by such law. Overseas branches The Company does not have any overseas branches within the meaning of the Companies Act 2006. Modern slavery In compliance with section S4(1) of the Modern Slavery Act 2015, the Group published its slavery and human trafficking statement online. Amendment of Articles of Association The Company may make amendments to the Articles of Association by way of special resolution in accordance with the Companies Act. GOING CONCERN AND VIABILITY STATEMENT The Directors are required to assess the prospect of the Company and the Group as a going concern over the next 12 months in accordance with Provision 30 of the 2018 UK Corporate Governance Code (the “Code”), and also the longer-term viability of the Group in accordance with Provision 31 of the Code. The 2020 Viability Statement is contained within the Strategic Report and can be found on page 33. Under the Code, the Directors are required to state whether, in their assessment, the business is a going concern. In considering this requirement, the Directors have taken into account the following: • the benefit of £250m new Tier 2 capital raised during 2020, £75m of which was used to repurchase part of the Group’s Tier 3 loan notes, via a tender offer; • steps taken over the last two years to improve capital efficiency, including during the current period: increasing the level of reinsurance for GIfL contracts, launching newmore capital-efficient products, such as our defined benefit de-risking partnering deals; additional no- negative equity guarantee hedging to further protect against property risk; reductions in new business volumes; and cost saving initiatives; • the projected liquidity position of the Company and the Group, current financing arrangements and contingent liabilities; • a range of forecast scenarios with differing levels of new business and associated additional capital requirements to write anticipated levels of new business; • eligible own funds being in excess of minimum capital requirements in stressed scenarios, including reduced new business volumes; • the findings of the Group’s Own Risk and Solvency Assessment (“ORSA”); • risks arising from the UK’s withdrawal from the European Union; • scenario testing to consider the possible impacts of the COVID-19 pandemic on the Group’s business, including stresses to property prices, house price inflation, credit quality of assets, and risk-free rates, together with a reduction in new business levels. In addition, the results of extreme property stress tests were considered, including a property price fall in excess of 40% and a sensitivity analysis was performed to assess the impact from falling interest rates, including an assessment of the impact of negative interest rates. The possible impact on liquidity from the pandemic was considered through applying significant stresses to exchange rates and interest rates, and assessing the impact this would have on the Group’s cash collateral requirements; • scenarios, including those in the ORSA, where the Group ceases to write new business. However, in such a run-off scenario the going concern basis would continue to be applicable because the Group would be continuing to trade with its existing business (for example, collect premiums and administer policies) rather than ceasing to trade; • a regulatory intervention scenario; and • the Group business plan, which was approved by the Board in November 2020, and in particular the forecast regulatory solvency position for the period to 2022 calculated on a Solvency II basis, which includes scenarios setting out possible adverse trading and economic conditions as a result of the COVID-19 pandemic.

Listing Rule Description

Location

Interest capitalised by the Group Publication of unaudited financial information Long-term incentive schemes involving one director only Waiver of emoluments by a director Waiver of future emoluments by a director Non pre-emptive issues of equity for cash Non pre-emptive issues of equity for cash in relation to major subsidiary undertakings Parent participation in a placing by a listed subsidiary Contracts of significance involving a director Contracts of significance involving a controlling shareholder Shareholder waivers of dividends

Not applicable Not applicable

Not applicable

Not applicable Not applicable

Not applicable

Refer to Share Plans on page 95 Refer to Share Plans on page 95

Shareholder waivers of future dividends Agreements with controlling shareholders

Not applicable