Company Announcements

4 December 2019

Update on 2019 Annual General Meeting ("AGM") resolution votes

In its 2019 AGM results announcement on 13 June 2019, the Just Group plc (the "Company" or the "Group") announced that all resolutions were passed. However, the total votes in favour of the following resolutions were below 80%:

·      Resolution 3: to re-elect Chris Gibson-Smith as a Director of the Company. Total votes received in favour were 72.34%.

·      Resolution 14: to renew the authority to allot shares. Total votes received in favour were 78.91%.

·      Resolution 16: to renew the authority to grant additional power to dis-apply pre-emption rights. Total votes received in favour were 76.34%.

Following the AGM, the Company proactively engaged with a significant number of shareholders, in accordance with provision 4 of the 2018 UK Corporate Governance Code.  This included a series of meetings and calls with the Company's Senior Independent Director which were specifically targeted at those who voted against these resolutions to understand better the reasons behind their votes. Additional discussion on governance issues took place in meetings between shareholders and the Company's Chairman and Chief Executive Officer.

Taking each of the resolutions in turn:

Resolution 3

From the views expressed by shareholders, the level of votes against the Company's Chairman, Chris Gibson-Smith, was influenced by his role as chairman of the Group's Nomination Committee ("Nomination Committee") and the lack of appointment of female Non-Executive Directors ("NEDs") to improve the gender diversity of the Company's board of directors (the "Board").

The Board, including the Nomination Committee, acknowledges that it should be more diverse, and has prioritised improving its gender balance. During 2018, the Nomination Committee worked closely with a leading search firm to improve the diversity of the Board and identified three potential female candidates with a view to appointment to the Group and Life Company Boards. However, due to the uncertainty caused by the publication of the Prudential Regulation Authority's ("PRA") Consultation Paper 13/18, candidates withdrew from the process. As a result, the Group was regrettably not able to show progress in 2018 against the Hampton-Alexander Review's recommendations for FTSE 350 companies to improve the representation of women in leadership positions by 2020.

The Board and Nomination Committee remain committed to improving the diversity of the Board and have continued to engage actively in identifying potential female NEDs. The publication by the PRA of Policy Statement 31/18 on 10 December 2018 has allowed the Company to reengage in its search process in a context of reduced uncertainty. The Company notes that it has recently appointed Mary Kerrigan to the regulated boards of directors of Just Retirement Limited and Partnership Life Assurance Company Limited. The Board remains committed to achieving the Hampton-Alexander targets and has also set its own internal target that 33% of senior leadership roles should be held by women by 2023.

Resolutions 14 and 16

The Board understands that the primary reason why the Company received over 20% of votes against these resolutions was the use of a "cash-box" placing structure to raise equity capital earlier this year.

Having taken the advice of its financial advisors, the Board concluded that it was necessary and in the best interests of shareholders to raise equity and restricted tier 1 debt concurrently in order to manage the impact of Policy Statement 31/18. Given the need for simultaneous equity and debt issuance, the Board was advised and concluded that that equity could not be raised on a timely basis using a fully pre-emptive structure such as a rights issue, which would also have been more costly. The Group consulted a number of its largest shareholders on the proposed structure of the capital raising ahead of its announcement, and prioritised its existing shareholders when allocating shares.

The Board has a clear strategy in place to achieve capital self-sufficiency by 2022 and to de-risk the balance sheet. Although it has renewed its authorities for equity issuance, the Company has no intention of raising new equity capital over this period and acknowledges shareholder concerns in this area.

The Company will continue to engage with shareholders and will provide a further update, as appropriate, on this engagement in the Annual Report.

A copy of this announcement will be available on the Group's website www.justgroupplc.co.uk

JUST GROUP PLC

GROUP COMMUNICATIONS

Vale House, Roebuck Close

Bancroft Road, Reigate

Surrey RH2 7RU