Just : Proposed Amendments to the Just Group plc Sharesave Scheme Rules

JUST GROUP PLC

THE RULES

of the

JUST GROUP PLC SHARESAVE SCHEME

Incorporating the renewal amendments approved by the Company at the [9] May 2023

Annual General Meeting and as approved by the Board in such form on the same date

The Scheme was first approved and adopted by the Board on 14 October 2013 (as then

amended by a resolution dated 12 March 2014)

HMRC Reference: SRS110815

Option Price means the amount payable for each Ordinary Share on the exercise of an Option determined in accordance with Rule 5, as adjusted in accordance with Rule 8;

Grant Period means the period of 42 days commencing on the Approval Date or, where later, any of the following:

1. the day immediately following an Announcement Date;
2. any day on which the Board resolves that exceptional circumstances exist which justify the grant of Options; or
3. any day on which any change to the legislation affecting savings-related share option schemes approved by HMRC under the Act is proposed or made;

Grantor means in relation to an Option, the grantor of that Option being the Board;

Group means the Company and its Subsidiaries for the time being or (where the context requires) the Company and/or any of its Subsidiaries;

HMRC means His Majesty's Revenue & Customs;

Invitation means the letter of invitation sent to an Eligible Employee in the Approved Form;

Invitation Date means the date on which the Grantor makes its Invitation for Applications under Rule 2.1;

Key Feature means a provision of this Scheme which is necessary in order for the requirements of Part 2 to 7 of Schedule 3 to be met in relation to the Scheme;

London Stock Exchange means London Stock Exchange plc or any successor body;

Market Value means in relation to an Ordinary Share on any day:

1. if and so long as the Ordinary Shares are included in The London Stock Exchange Daily Official List, the middle market quotation for shares of that class (as derived from The London Stock Exchange Daily Official List) for that day; or
2. subject to (a) above, the market value as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with the Shares and Assets Valuation Division of HMRC, and

in either case, if the Shares are subject to a Restriction, as if they were not subject to a Restriction;

Option means a right to acquire Ordinary Shares granted pursuant to the Scheme;

Option Certificate means the Option Certificate in an Approved Form;

Option Holder means an Eligible Employee or a former Eligible Employee who holds an Option in accordance with the terms of the Scheme or, where the context permits, a person becoming entitled to any such Option in consequence of the death of the original Option Holder;

Option Period means a period of six months commencing on the Bonus Date and being the period within which (subject to the provisions of the Scheme) an Option must be exercised, if at all;

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Ordinary Shares means fully paid and irredeemable ordinary shares in the capital of the Company, which comply with the conditions in paragraphs 17 to 20 (inclusive) and 22 of Part 4 of Schedule 3;

Participating Company means the Company and each Subsidiary which has been nominated by the Board as a Participating Company for the purposes of the Scheme;

Repayments means repayments (including interest) made to an Eligible Employee under a Savings Contract and either including or not including the bonus payable under the Savings Contract;

Restriction has the meaning in relation to Ordinary Shares given to it in Paragraph 48 of Schedule 3 to the Act;

Rule means a rule of the Scheme, as amended from time to time;

Savings Authority means the provider of the Savings Contract;

Savings Contract means an agreement under a certified SAYE arrangement, within the meaning of paragraph 48(1) of Schedule 3;

Schedule 3 means Schedule 3 to the Act;

Scheme means the Just Group plc Sharesave Scheme, being the renewed form of Just Retirement Group plc Sharesave Scheme with HMRC reference number SRS110815, first established in 2013;

Share Option Scheme means any employee share option scheme established by the Company;

Subsidiary means any subsidiary of the Company within the meaning of section 1159 of and Schedule 6 to the Companies Act 2006 over which the Company has Control;

Treasury Share means a share held by the Company in treasury in accordance with section 724 of the Companies Act 2006;

Trustee means the trustee or trustees for the time being of the Just Retirement Group plc Employee Benefit Trust or any other employee benefit trust established by the Company; and

TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

1.2 In this Scheme (unless the context requires otherwise):

1. any reference to any statute or statutory provisions shall be construed as including a reference to any modification, re-enactment or extension of such statute or statutory provision for the time being in force, to any subordinate legislation made under the same and to any former statutes or statutory provisions which is consolidated or re-enacted;
2. the singular includes a reference to the plural and vice versa;
3. the masculine gender shall include the feminine gender;
4. references to writing shall include any modes of reproducing words in a legible and non- transitory form including, for the avoidance of doubt, electronic form;

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1. references to the exercise of an Option shall where the context so allows include the exercise of an Option in part.

1.3 Any words or expressions used in these Rules shall so far as not inconsistent with the context have the same meanings as in Schedule 3.

2. APPLICATIONS FOR OPTIONS

2.1 The Grantor may at any time during a Grant Period invite Applications under the Scheme from Eligible Employees by sending Invitations to them provided that:

1. the Grantor may invite Applications outside these periods in circumstances which it considers in its absolute discretion to be exceptional; and
2. if the Grantor cannot make the Invitations due to restrictions imposed by statute, order, regulation or government directive, or by any share dealing code adopted by the Company, the Grantor may make the Invitations within 42 days after the lifting of such restrictions.

2.2 The following individuals are Eligible Employees:

1. any individual who, at the Invitation Date:
2. 1. is an employee or director of one or more Participating Companies, who in the case of a director is required under the terms of their employment to devote at least 25 hours each week (excluding meal breaks) to their duties;
   2. has earnings from the office or employment referred to in (i) above which are (or would be if there were any) general earnings to which section 15 of the Act applies; and
   3. has been in Continuous Service with one or more Participating Companies for such period as the Board may determine (not exceeding five years) prior to the Date of Grant; or
3. any other individual who, at the Invitation Date, is an employee or director of one or more Participating Companies and who is nominated by the Board (or falls within a category of individuals nominated by the Board) as eligible to participate in the Scheme in respect of any one or more grants of Options.

2.3 Invitations may take any form and be communicated to Eligible Employees by any means decided upon by the Board and shall specify:

1. the Option Price (or the time and manner in which the Option Price will be communicated to Eligible Employees, which must be prior to the Date of Grant);
2. the last date by which Applications must be received (which shall be neither earlier than 14 days nor later than 21 days after the date of the Invitation);
3. whether the Grantor has decided to allow Eligible Employees to choose, for the purpose of determining the number of Ordinary Shares over which an Option is to be granted, whether the payment under the Savings Contract is to be taken as including a bonus available under such Savings Contract (and, if so, which bonus) or no bonus at all; and

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