National Storage Mechanism | Additional information

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

26 August 2025

RECOMMENDED CASH ACQUISITION

JUST GROUP PLC ("JUST")

BWS HOLDINGS LTD. ("BIDCO")

a wholly owned subsidiary of Brookfield Wealth Solutions Ltd. ("BWS")

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 31 July 2025, the boards of directors of BWS and Just announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco, a wholly owned subsidiary of BWS, to acquire the entire issued and to be issued share capital of Just (the "Acquisition"), to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Publication of the Scheme Document

Just announces that a circular in relation to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chair of Just, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Just Shareholders, has been published today on Just's website at www.justgroupplc.co.uk/investors/bws-recommended-offer-for-just-group and on BWS' website at www.jubilee-offer.com.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.

Hard copies of: (i) the Scheme Document (or, depending on Just Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed); (ii) Forms of Proxy for the Court Meeting and the General Meeting; and (iii) Just Group CSN Voting Notification for the Court Meeting and the General Meeting (or, depending on Just Group CSN Holders' communication preferences, an email or online notification) are being sent to Just Shareholders and Just Group CSN Holders (as applicable) today, subject to certain restrictions relating to persons resident in Restricted Jurisdictions.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) Just Shareholders vote in favour of the Special Resolution at the General Meeting.

The approval required at the Court Meeting for approval of the Scheme is a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders. The approval required at the General Meeting for the Special Resolution to be passed is at least 75 per cent. of the votes cast on such resolutions (in person or by proxy).

Notices convening the Court Meeting and the General Meeting to be held at 1 Angel Lane, London, EC4R 3AB, United Kingdom on 19 September at 10.00 a.m. (U.K. time) and 10.15 a.m. (U.K. time) (or as soon thereafter as the Court Meeting concludes or is adjourned), respectively, are set out in the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Just Shareholders before the relevant Meeting, through Just's website www.justgroupplc.co.uk/investors/bws-recommended-offer-for-just-group and by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders.

Scheme Shareholders and Just Shareholders are therefore strongly urged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible and, in any event, so that the proxy appointment and instructions are received by Equiniti no later than 48 hours prior to the Court Meeting or the General Meeting as applicable (excluding any part of such 48 hour period falling on a day that is not a Business Day) or, in the case of any adjournment, no later than 48 hours (excluding any part of such 48 hour period that is not a Business Day) before the time fixed for the adjourned meeting. If you hold your Just Shares in uncertificated form (that is, in CREST) you may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.

Just Group CSN Holders should follow the instructions set out in the Just Group CSN Voting Notification to access the Equiniti Nominee's online voting platform, either by using the relevant unique voting instruction number specified for each of the Court Meeting and General Meeting in the Just Group CSN Voting Notification, or by using their personal login information, in order to instruct the Equiniti Nominee to exercise the voting rights attached to the Just Shares that the Equiniti Nominee holds on their behalf at the Court Meeting and the General Meeting. Voting instructions must be submitted in accordance with the instructions set out in the Just Group CSN Voting Notification as soon as possible, but in any event so as to be received by the Equiniti Nominee no later than three Business Days prior to the Court Meeting or the General Meeting as applicable or, in the case of any adjournment, no later than three Business Days before the time fixed for the adjourned meeting .

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of Just Shareholders at the General Meeting. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions (including regulatory and antitrust conditions and the sanction of the Court) and further terms, as described more fully in the Scheme Document.

The Scheme is expected to become Effective during the first half of 2026. Just will make further announcements through a Regulatory Information Service, with such announcements also being made available on Just's website at www.justgroupplc.co.uk/investors/bws-recommended-offer-for-just-group and on BWS' website at www.jubilee-offer.com.

An update to the expected timetable is expected to be announced following receipt of the relevant regulatory and antitrust approvals upon which the Acquisition is conditional.

Recommendation

The Just Directors, who have been so advised by Evercore and J.P. Morgan Cazenove as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Just Directors, Evercore and J.P. Morgan Cazenove have taken into account the commercial assessments of the Just Directors. Evercore is providing independent financial advice to the Just Directors for the purposes of Rule 3 of the Code.

The Just Directors believe that the terms of the Acquisition (including the Scheme) are in the best interests of Just Shareholders as a whole. Accordingly, the Just Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Just Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as those Just Directors who hold Just Shares have irrevocably agreed to do in respect of their own beneficial holdings.

Just Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Additional Information for Just Shareholders

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies through CREST or via the electronic means, please contact Equiniti by calling the shareholder helpline on +44 (0) 371 384 2050. The shareholder helpline will be available from 8.30 a.m. to 5.30 p.m. (U.K. time) Monday to Friday (except public holidays in England and Wales). Please ensure the country code is used if calling from outside the U.K. Calls to the shareholder helpline from outside of the U.K. will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.

If you are a Just Group CSN Holder and you are in any doubt as to how to submit your voting instructions in accordance with the instructions set out in the Just Group CSN Voting Notification, please call the Just Group CSN helpline between 8.30 a.m. and 5.30 p.m., U.K. time, Monday to Friday (except public holidays in England and Wales) on +44 (0) 371 384 2050. Please ensure the country code is used if calling from outside the U.K. Calls to the shareholder helpline from outside of the U.K. will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.

A copy of the Scheme Document will be submitted to the National Storage Mechanism and will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism .

If the Scheme is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, Just Shares on the London Stock Exchange will be the Business Day immediately prior to the Effective Date. It is intended that, subject to the Scheme becoming effective, applications will be made for the cancellation of the listing of Just Shares on the Official List and the cancellation of trading of Just Shares on the LSE.

Enquiries

Just
Just
Alistair Smith, Investor Relations	+44 (0) 1737 232 792
Paul Kelly, Investor Relations	+44 (0) 20 7444 8127
Stephen Lowe, Group Communications Director	+44 (0) 1737 827 301

Evercore (joint financial adviser and Rule 3 adviser to Just)	+44 (0)20 7653 6000
Nick Chapman
Ed Banks
Demetris Efthymiou
Harrison George

J.P. Morgan Cazenove (joint financial adviser and corporate broker to Just)	+44 (0) 20 3493 8000
Ed Squire
Claire Brooksby
James Robinson
Edward Hatter

Temple Bar Advisory (media relations adviser to Just)
Alex Child-Villiers	+44 (0)7795 425580
Sam Livingstone	+44 (0)7769 655437
Alistair de Kare-Silver	+44 (0)7827 960151

BWS and Bidco
BWS and Bidco
Rachel Schneider, Investor Relations	+1 416 369 3358
Simon Maine, Media	+44 7398 909 278
Marie Fuller, Media	+44 207 408 8375

RBC Capital Markets (financial adviser to Bidco and BWS)	+44 (0) 20 7653 4000
Oliver Hearsey
Mark Preston
Sam Jackson
Ezzedine Ben Frej

Slaughter and May is acting as legal adviser to Just. Allen Overy Shearman Sterling LLP is acting as legal adviser to BWS and Bidco.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Just's and BWS's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Just Shareholders by announcement through the Regulatory Information Service of the LSE.

Event	Time and date⁽¹⁾
Publication of the Scheme Document	26 August 2025
Latest time for Just Group CSN Holders to submit voting instructions for the:
· Court Meeting	10.00 a.m. on 16 September 2025⁽²⁾
· General Meeting	10.15 a.m. on 16 September 2025⁽³⁾
Latest time for Just Shareholders to lodge appointments of proxy for the:
· Court Meeting (electronically or BLUE Form of Proxy)	10.00 a.m. on 17 September 2025⁽⁴⁾
· General Meeting (electronically or YELLOW Form of Proxy)	10.15 a.m. on 17 September 2025⁽⁵⁾
Voting Record Time	6.30 p.m. on 17 September 2025⁽⁶⁾
Court Meeting	10.00 a.m. on 19 September 2025
General Meeting	10.15 a.m. on 19 September 2025⁽⁷⁾
Long Stop Date	31 July 2026⁽⁸⁾
The following dates are indicative only and are subject to change
Sanction Hearing (to sanction the Scheme)	A date expected to fall during the first half of 2026, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date ("D")
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Just Shares	D+1*
Scheme Record Time	6.00 p.m. on D+1*
Suspension of dealings in Just Shares	By 7.30 a.m. on D+2
Effective Date	D+2*⁽⁹⁾
Cancellation of admission to trading of Just Shares on LSE	By 7.30 a.m. on D+3*
Latest date for dispatch of cheques, crediting of CREST accounts and processing electronic transfers due under the Scheme	No later than 14 days after the Effective Date ("S")
Expected date for crediting to mandated bank accounts of, or issuing cheques in respect of, the Consideration due to Just Group CSN Holders	No later than 10 Business Days after S⁽¹⁰⁾

(1) The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Just Shareholders by announcement through a Regulatory Information Service.

Participants in the Just Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Just Share Plans, including details of any dates and times relevant to them.

(2) Just Group CSN Holders are asked to submit their voting instructions for the Court Meeting in accordance with the instructions set out in the Just Group CSN Voting Notification as soon as possible, but in any event so as to be received by the Equiniti Nominee by no later than 10.00 a.m. on 16 September 2025 or, in the case of an adjournment, no later than three Business Days before the time and date set for the adjourned Court Meeting.

(3) Just Group CSN Holders are asked to submit their voting instructions for the General Meeting in accordance with the instructions set out in the Just Group CSN Voting Notification as soon as possible, but in any event so as to be received by the Equiniti Nominee by no later than 10.15 a.m. on 16 September 2025 or, in the case of an adjournment, no later than three Business Days before the time and date set for the adjourned General Meeting.

(4) It is requested that BLUE Form of Proxy for the Court Meeting be lodged no later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (in each case, excluding any part of such 48 hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. (U.K. time) on 17 September 2025, it may be: (i) scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com ; or (ii) presented in person to the chair of the Court Meeting or to the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the meeting (or any adjournment thereof).

(5) In order to be valid, the YELLOW Form of Proxy for the General Meeting must be lodged no later than 10.15 a.m. (U.K. time) on 17 September 2025 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (in each case, excluding any part of such 48 hour period falling on a day that is not a working day).

(6) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.

(7) To commence at the time fixed or as soon thereafter as the Court Meeting concludes or is adjourned.

(8) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date (a) upon the mutual agreement of Bidco and Just, and the consent of the Panel and, if so required, the Court, or (b) (in a competitive situation) as may be specified by Bidco with the Panel's consent and Court approval (if such approval(s) are required).

(9) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and prior to the cancellation of trading in Just Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.

(10) Following the receipt by the Equiniti Nominee of the Consideration due to it in respect of the Just Shares it holds on behalf of the Just Group CSN Holders, the Equiniti Nominee will distribute to the Just Group CSN Holders the relevant portion of the Consideration to which they are entitled within ten Business Days thereafter, and issue Just Group CSN statements within five Business Days after the date on which the Equiniti Nominee distributes the Consideration to the Just Group CSN Holders.

*All dates by reference to "D+1", "D+2" and "D+3" will be to the date falling the number of indicated Business Days immediately after date D, as indicated above.

Important notice

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the

Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer document) which, together with the Forms of Proxy, shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer document).

This announcement has been prepared for the purpose of complying with English and Welsh law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

This announcement does not constitute a prospectus or prospectus-equivalent document.

Disclaimers

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to Just and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Just for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Just or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Just and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Just for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to BWS and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than BWS and Bidco for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this announcement. Neither RBC Europe Limited nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with the Acquisition or any matter referred to herein.

Overseas Shareholders

The availability of the Scheme and the Acquisition to Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which they are resident. Overseas Shareholders should inform themselves of, and observe, any applicable requirements. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.

In particular, the ability of persons who are not resident in the United Kingdom to vote their Just Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement and any accompanying documents have been the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

Unless otherwise determined by Just or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving such (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdictions.

If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to U.S. investors in Just

The Acquisition relates to shares in a U.K. company and is proposed to be made by means of a scheme of arrangement under English company law. U.S. holders of Just Shares should note that the Scheme relates to the shares of a U.K. company that are not registered under the U.S. Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the U.K. to schemes of arrangement, which differ from the disclosure and procedural requirements of the U.S. proxy solicitation rules and tender offer rules. If Bidco exercises its right to implement the acquisition of the Just Shares by way of an Offer, such Offer will be made in compliance with applicable U.S. laws and regulations to the extent applicable.

Financial information included in this announcement and accompanying documents has been or will have been prepared in accordance with accounting standards applicable in the U.K. that may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. ("U.S. GAAP"). U.S. GAAP differs in certain significant respects from accounting standards applicable in the U.K. None of the financial information in this announcement or accompanying documents has been audited in accordance with auditing standards generally accepted in the U.S. or the auditing standards of the Public Company Accounting Oversight Board (United States).

It may be difficult for U.S. holders of Just Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and Just are located in non-U.S. jurisdictions, and some or all of Just's officers and directors are residents of a non-U.S. jurisdiction. U.S. holders of Just Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this announcement. Any representation to the contrary is a criminal offence in the United States.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Just, any member of the Just Group, BWS or the BWS Group contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Just, any member of the Just Group, BWS, the BWS Group and/or the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

Forward-looking statements include, among other things, statements concerning the potential exposure of Just and the Just Group and BWS and the BWS Group to market risks, statements as to accretion and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "aims", "anticipate", "believe", "could", "estimate", "expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will", "would" and similar terms and phrases.

By their very nature, forward-looking statements involve risks and uncertainties. There are a number of factors that could affect the future operations of Just, any member of the Just Group, BWS, the BWS Group and/or the Combined Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement. Neither Just, the Just Group, BWS nor the BWS Group, nor any of their respective associates or directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward-looking statements.

The forward-looking statements contained in this announcement and accompanying documents speak only as at the date of this announcement and are not intended to give any assurance as to future results. Other than in accordance with their legal or regulatory obligations, neither Just, the Just Group, BWS nor the BWS Group is under any obligation, and each such person expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and requesting hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by no later than 12 noon (U.K. time) on the business day (as defined in the Code) following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into, and does not form part of, this announcement.

In accordance with Rule 30.3 of the Code, Just Shareholders, persons with information rights and participants in the Just Share Plans may request a hard copy of this announcement, the Scheme Document or information incorporated into the Scheme Document by reference to another source, free of charge, by contacting Equiniti during business hours (8.30 a.m. to 5.30 p.m.) on +44 (0) 371 384 2050 or by submitting a request in writing to Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

In accordance with Rule 30.3 of the Code, you may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Information relating to Just Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Just Shareholders, persons with information rights and other relevant persons for the receipt of communications from Just may be provided to BWS during the Offer Period as required under Section 4 of Appendix 4 of the Code.