STRATEGIC REPORT
FINANCIAL STATEMENTS
Governance
offer such shares to existing ordinary shareholders in proportion to their existing holdings under Section 561 of the Companies Act, 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 2022 AGM held on 10 May 2022: • to allot ordinary shares in the Company up to a maximum aggregate nominal amount of £69,242,103; • to allot equity securities for cash on a non pre-emptive basis up to an aggregate nominal amount of £5,193,158 and further granted an additional power to disapply pre-emption rights representing a further 5% only to be used in specified circumstances; • to make market purchases of up to an aggregate of 103,863,154 ordinary shares, representing approximately 10% of the Company’s issued ordinary share capital as of 21 March 2022; 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 2022 and 2021 can be found in note 21. No shares were purchased by the Company during the year. The Directors propose to renew these above mentioned authorities at the 2023 AGM for a further year and will take into account the revised Statement of Principles published by the Pre-Emption Group for the disapplication of pre-emption rights. 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 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 ordinary 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 in the Directors’ Remuneration report. The rules for the Company’s LTIP, DSBP and SAYE were adopted shortly prior to the Company’s admission to the London Stock Exchange in November 2013. The LTIP and DSBP each have a ten year life expiring in November 2023. The SAYE has a ten year life expiring in March 2024. The Board will seek shareholder approval for the renewal of these rules for another ten years at the 2023 AGM. Details of the proposed amendments can be found in the notice of 2023 AGM which will be made available to shareholders separately. Awards under the LTIP, DSBP and SAYE are satisfied by using either 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.
During the 12 months to 31 December 2022, 165,888 ordinary shares of 10 pence each were issued to employees in satisfaction of the exercise of share options under the SAYE (2021: 408,488). No shares were issued to the EBT or to employees in respect of other plans during the year. Major shareholders The Company had been notified in accordance with DTR 5 of the Disclosure Guidance and Transparency Rules of the following major interests of 3% or more in the Company’s issued ordinary share capital. The information in the following table was correct at the date of notification.
Ordinary shareholdings at 6 Mar 2023 1
Ordinary shareholdings at 31 Dec 2022
% of capital
% of capital
Shareholder
Baillie Gifford
58,515,211 5.63 58,515,211 5.63
Fidelity International
57,253,643
5.51
57,253,643 5.51
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
Ameriprise 48,341,471 4.65 48,341,471 4.65 Credit Suisse Group AG 40,054,845 3.86 40,054,845 3.86
1 Being the last practical date prior to publication of the Annual Report.
No notifications have been received from the year end to 6 March 2023.
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 2022 was a year in which our colleagues once again rose to the challenge, providing support and certainty to our customers when needing it most. A key business priority is that all of our colleagues feel proud to work at Just. The combination of our strong purpose and having highly engaged teams working the ‘Just Way’, is a competitive advantage which will help drive high performance and our growth strategy. We continue to have a well-defined communication and engagement programme in place so that all colleagues understand our organisation’s strategy and goals and the role they play in achieving them. This includes quarterly town hall business updates, regular emails to all colleagues, videos and news items on our intranet. We consistently monitor the engagement of our colleagues and their views on matters that are important to them. During the year we introduced a new tool called Peakon for formal surveying, and we combine these insights with informal approaches, such as gathering feedback via word of mouth. In light of the challenging external environment, we have increased our focus on the financial wellbeing of colleagues, and put in place specific financial support for over 65% of UK based colleagues with a one-off cost of living payment. This focused our support on those individuals who were likely to be most negatively impacted financially by inflation over the past year, to help ease the challenges they faced over the winter period. We have also made interest free loans and salary advances available to those requiring additional support.
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