Just Group plc Annual Report and Accounts 2025

Change,

Growth,

Opportunity.

Annual Report and Accounts 2025

Our purpose

We help

people achieve

a better

later life.

We believe that every

decision we make and every

action we take should help

us fulfil our purpose.

Approval

The Strategic Report was approved by the Board of Directors

on 26 February 2026 and signed on its behalf by:

John Hastings-Bass

Chair

Strategic Report

2 Investing customers money

3 2025 highlights

4 At a glance

6 Chair’s statement

8 Chief Executive Officer’s statement

10 Market context

12 Business model

14 Strategic priorities

16 Strategy in action

20 Financial key performance

indicators

22 Business review

36 Sustainability: TCFD

52 Colleagues and culture

56 Relationships with stakeholders

59 Section 172 statement

60 Non-financial and sustainability

information statement

62 Risk management

64 Principal risks and uncertainties

Governance

70 Chair’s Governance overview

72 Board of Directors

74 Senior leadership

76 Governance in operation

92 Nomination and Governance

Committee report

96 Group Audit Committee report

102 Group Risk and Compliance

Committee report

105 Directors’ Remuneration report

121 Directors’ report

127 Directors’ responsibilities

Financial Statements

128 Independent auditors’ report

138 Consolidated financial statements

142 Notes to the consolidated

financial statements

213 Company financial statements

216 Notes to the Company financial

statements

Other Information

220 Additional financial information

223 Information for shareholders

225 Directors and advisers

226 Glossary and abbreviations

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Investing customers money

Individuals and corporates use their pension savings to purchase our

products and solutions, which provide guarantees, security and peace

of mind (see pg 5). We invest our customers’ money into a diversified

portfolio of fixed income investments, using our asset origination

capabilities to select the most attractive investment opportunities.

These investments generate cashflow to pay our customers and

expenses, and provide profit margin. We manage our risks prudently

and hold significant capital resources as a buffer to ensure that we

can continue to meet our customer promises well into the future.

DB de-risking £3.1bn

Retail (GIfL/Care) £1.3bn

DB de-risking £19bn

Retail (GIfL/Care) £12bn

Read more about how

we invest on P18

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

2025 highlights

Underlying

operating profit

£305m

2024: £504m, down 39%

Equivalent to underlying

EPS

22p 2024: 36p

Cash

generation

£130m

£119m at 31 December 2024

Solvency II capital

coverage ratio

1,2

179%

204% (proforma) at

31 December 2024

New business

strain

2.7%

2024: 1.3%

Retirement income sales

(shareholder funded)

£4.3bn

2024: £5.3bn, down 18%

Return on

equity

8.6%

15.3% at 31 December 2024

New business

profit

£249m

2024: £460m, down 46%

IFRS loss

before tax

£(118)m

2024: £113m

Tangible net asset

value per share

257p

2024: 254p, up 3p

Financial and operational highlights

Financial strength and other indicators Awarded further recognition

for outstanding service

Financial Adviser: 5 star service award

A+

Fitch insurer financial

strength rating

for Just Retirement Limited

(2024: A+)

Fitch issuer

default rating

for Just Group plc

(2024: A)

1 Alternative performance measure (“APM”) (unaudited, the explanations and definitions of APMs can be found in the glossary). Reconciliations are included in the

Business Review for: New business strain, Cash generation and Solvency coverage ratio which are reconciled to Solvency II excess own funds; New business

profit and Return on equity and Underlying EPS which are both based on Underlying operating profit, are reconciled to IFRS profit before tax; and Tangible net

asset value is reconciled to IFRS total equity. Retirement Income sales (shareholder funded) are reconciled to premium cash flows in note 2 to the Consolidated

financial statements.

2 Solvency capital coverage ratios as at 31 December 2025 and 31 December 2024 include a recalculation of transitional measures on technical provisions

(“TMTP”) as at the respective dates. Following the implementation of the UK Reforms to Solvency II on 31 December 2024, TMTP is now recalculated quarterly

using the new simplified method. Firms are no longer required to seek PRA approval for their recalculations. The estimated 2024 ratio is presented after the

impact of the pre-funded repayment of Tier 3 debt in February 2025. The reconciliation to the regulatory capital position is explained in note 30.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

At a glance

Leaders in our markets.

We positively disrupt markets

where we can become a leader

and deliver great outcomes

for customers. In doing so, we

create value for shareholders.

Corporate clients: Solving

problems for companies

We develop scalable retirement-focused

solutions for banks, building societies,

life assurance companies, pension

scheme trustees, other corporate

clients and for their customers,

clients and members.

Retirement focused

solutions

Homeowners: Accessing

property wealth

People aged 55+ who want to access

wealth locked up in their property.

>£3.5 trillion

property wealth owned by people aged 55+

Individuals: Providing

retirement income

People who have built up pension

savings throughout their career and

want a guaranteed income, flexible

income, or a combination in retirement.

>£1 trillion

DC pension savings reaching

retirement age (2025-2034)

Trustees and scheme

sponsors: providing

member security and

de-risking pension

liabilities

Defined benefit pension schemes

de-risking their liabilities by

securing member benefits with

an insurance contract.

£1 trillion

addressable market

We are a

specialist in our

chosen markets,

serving four

distinct groups…

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

...with products and services

Marketed

products

Services Benefit and competitive position

Defined Benefit De-Risking

Solutions (“DB”)

Solutions for pension scheme trustees

to reduce the financial risks of operating

pension schemes and increase certainty

that members’ pensions will be paid in

the future.

We have developed “Beacon”, a proprietary

technology platform to underpin our highly

successful bulk quotation service. We

are a leader in the small to medium size

transaction space, with a differentiated

position and competitive advantage.

Guaranteed Income for Life (“GIFL”)

A solution for individuals/couples who want

the security of knowing they will receive a

guaranteed income for life.

By using our unrivalled intellectual property,

Just provides an individually tailored

solution providing customers typically

with double-digit percentage increases in

income compared to standard products.

Secure Lifetime Income (“SLI”)

SLI is a tax-efficient solution for individuals

who want the security of knowing they will

receive a guaranteed income for life and

the flexibility to make changes in the early

years of the plan.

Just’s pioneering Secure Lifetime Income

product enables customers to select a

guaranteed income from within a Self-

Invested Personal Pension. This enables

a customer to manage and blend their

total pension assets tax efficiently within

a single technology platform.

Care Plans (“CP”)

A solution for people moving to residential

care who want the security of knowing a

regular payment will be made to the care

provider for the rest of their life.

Just’s Care Plans can be tailored to

the individual and offer a tax-efficient

solution by making payments to

residential care providers.

1 Reported in our

Insurance segment.

Lifetime Mortgages (“LTM”)

Solutions designed for people who want to

release some of the value of their home.

By using our unrivalled intellectual

property, Just provides an individually

tailored solution providing around six-in-ten

customers with a lower interest rate or

a higher borrowing amount compared to

standard products. Just provides a range

of lifetime mortgages, enabling people to

meet a variety of needs in later life.

Professional

services

Services Benefit and competitive position

HUB group

Our professional services and distribution

businesses delivering technology, broking

and advice solutions for corporate clients

and pension schemes. We also provide

regulated financial advice on how people

should use pension, investment and

savings, or release some of the value

from their homes.

Support for organisations wanting to

deliver whole-of-market shopping around

services to source retirement income

products for their customers, employees or

pension scheme members. HUB Financial

Solutions is the UK’s largest GIfL broker.

HUB Financial Solutions offers an innovative

approach that provides affordable regulated

advice to people with modest pension

savings. It also delivers face-to-face advice

at a time and place to suit the client.

Provides a range of business services

tailored to the needs of the organisation,

ranging from consultancy and software

development to fully outsourced customer

service delivery and marketing services.

2 Reported in our

Other segment.

Competitive position:

A leader

Developing

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Change,

Growth,

Opportunity.

Chair’s statement

“ This has been a defining

year for our Company and

marks the beginning of an

exciting new chapter in

our journey.”

John Hastings-Bass

Group Chair

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Dividend

Given the close proximity to concluding

the acquisition by BWS, the Board

is not making any ordinary dividend

declarations at this date.

Board composition

and governance

We welcomed Matt Saker to the

Board in August as an Independent

Non-Executive Director. Matt has

considerable experience within the

insurance industry, having served in a

number of senior leadership positions

at FTSE 100 companies including as

Chief Risk Officer at Aviva. Matt is Chair

of the Risk and Compliance Committee.

I take great pride in leading the

Board and the Group’s governance

function, and my introduction to the

Corporate Governance report on page

70 provides further information on

our governance and decision-making

processes. We have an excellent team

in place that will ensure the Company

is effectively governed and well led.

I would like to thank the Board for

their significant contribution. You can

more on pages 36 to 51.

Engagement with our

stakeholders

The Board engages directly and

indirectly with our customers,

shareholders, colleagues, regulators,

government, professional bodies and

wider society to promote the interests

of our customers more broadly. We

place great importance on working

effectively with these groups and

actively seeking their feedback.

I am pleased to introduce just group

plc’s 2025 annual report. This has

been a defining year for our company.

Following the board’s comprehensive

review, our proposal to shareholders

to accept an offer from brookfield

wealth solutions ltd (“bws”) was

supported, moving us towards the

beginning of an exciting new chapter

in our journey.

An exciting future

The decision reflects both the strength

we have built as an independent listed

business and the opportunities that

lie ahead as part of a larger global

organisation. On behalf of the Board,

I would like to thank our shareholders

for the trust and unwavering support

they have shown over many years.

Their confidence has enabled us

to build a company of substance,

resilience and purpose.

Our progress has been underpinned by

a clear strategy and by the dedication

of our colleagues, whose expertise and

integrity have earned the confidence

of clients and partners alike. Together

we have navigated a period of change

in our markets, delivering consistent

performance and a strong platform for

long-term growth. It is from this position

of strength that we now move forward.

The Board’s recommendation of

the BWS offer was based on a

shared conviction that combining

our capabilities will create greater

opportunities for all stakeholders. As

part of BWS, under the leadership of

David and his team, we will benefit from

global reach, enhanced resources and

the ability to accelerate our growth

ambitions. Importantly, our business will

become the cornerstone of BWS UK

strategy – a growth platform from which

new products, client relationships and

innovation can flourish.

Looking ahead, our purpose and values

remain unchanged. We will continue to

focus on delivering for our customers,

supporting our colleagues, and

contributing positively to the markets

and communities we serve. While this

year marks the end of our journey as

an independent listed company, it also

marks the start of a new and exciting

phase – one in which our heritage,

expertise and ambition will play a central

role within a world-class organisation.

2025 overview

The primary focus of our Group is to

deliver ongoing sustainable growth

through the capture of profitable

business, investing for the future, and

ensuring our business model continues

to be financially resilient.

This has resulted in a robust

balance sheet and positive business

momentum. The Group’s financial

strength and performance are both set

out in detail in the Business Review.

We work hard to ensure our customers

benefit from our products, services

and our shareholders receive the

benefit of long-term value creation.

Throughout this report you can read

how the Board takes into consideration

feedback from the Company’s

stakeholders and how the Board, and

colleagues from across the Group,

promote the success of the Company.

Purpose driven

We help people achieve a better later

life, this is our purpose, it’s why we

exist. We fulfil our purpose by delivering

excellent products and services, so our

customers achieve great outcomes.

People don’t get a chance to experience

retirement before it happens. Managing

finances without regular salary payments

can be complicated and stressful.

We assist individuals in envisioning

their post-work life and offer support,

guidance, and advice to help them

confidently take the next steps.

Our purpose is just as meaningful

today as it was when we first

established it. It’s clear, authentic

and it acts as a beacon for colleagues

throughout the entire Group to

embody our purpose daily.

Outlook

There are strong structural drivers

of long-term growth in our chosen

markets, which remain attractive.

We continue to focus our leadership

team on delivering great outcomes for

customers, driving profitable growth

and investing for the future.

On behalf of the Board, I would like

to conclude by expressing gratitude to

David, his team, and all our colleagues

across the Group for their dedication

to supporting our customers and

delivering a strong set of results.

I also extend my thanks to our business

partners for trusting us to provide

excellent service to their clients.

We are helping our customers,

rewarding our shareholders, fulfilling our

purpose and contributing to growing

the UK economy. We are excited and

optimistic about the future as we look

to join the wider Brookfield ecosystem

and lead the insurance growth in the UK

through the Just brand.

John Hastings-Bass

Group Chair

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Chief Executive Officer’s statement

Confident

future

outlook

“ As we enter a new chapter

under new ownership, we do

so with optimism, continuity

of purpose, and a clear

ambition for the future.”

David Richardson

Group Chief Executive Officer

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Guaranteed Income for Life

Our Retail business had a very

encouraging year as sales were up

23% to £1.3bn, with excellent traction

in the second half due to our improved

advisor proposition, reflecting ongoing

development expenditure. Market

demand has remained strong and

took a small step up to £7.4bn in 2025

(source: ABI, 2024: £7.0bn), which

represents a more than doubling

since 2022. We utilise proprietary

medical underwriting to risk select the

most profitable parts of the market.

Guaranteed income has enormous

long-term growth potential due to the

steady growth of defined contribution

savings and increasing willingness

of advisors to utilise guaranteed

income solutions.

Alignment of purpose with our

investments capability

The tighter credit spreads available

in public markets during 2025 meant

our successful illiquid asset origination

strategy was more important than

ever. We sourced £2.2bn of illiquid

investments during 2025 at attractive

spreads above equivalent public

assets, with two thirds of this total

sourced internally. We remain

committed to continuing to invest

in assets that support a positive

impact, with recent investments

taking advantage of strong market

momentum for green buildings,

energy-efficient properties

and infrastructure.

Financial performance,

underlying operating profit

down 39%

In 2025, underlying operating profit

was down 39% to £305m, driven by a

reduction in new business margin on

lower sales, partially offset by higher

recurring in-force profit. New business

margin was impacted by a combination

of tighter credit spreads, the effect of

increased competition on pricing, lower

volumes, and business mix. We incurred

strategic costs as we continued to

invest in new proposition development,

and reported non-operating investment

and economic losses, which when

combined with other items resulted in an

adjusted profit before tax of £120m for

2025 (2024: £482m). After allowing for

deferral of profit into the CSM balance

sheet reserve, the IFRS loss before tax

was £(118)m (2024: £113m profit).

Our purpose and our customers

We help people achieve a better

later life, this is our purpose, it’s why

we exist. We fulfil that purpose by

delivering market-leading products

and award-winning services to over

700,000 customers.

This has been a momentous year for

Just Group.

The proposed combination with

Brookfield Wealth Solutions Ltd

(“BWS”) is a fantastic outcome for

customers, shareholders and our

colleagues. It reflects the strength

of the Just platform and the long-

term value of the strategy we have

developed. BWS and the wider

Brookfield scale, investment expertise

and alignment with our purpose will

enable Just to broaden its reach and

enhance its offering.

Increasingly competitive markets in

2025, particularly in DB, led to an 18%

fall in shareholder funded sales to

£4.3bn, which has delivered underlying

operating profit for the year of £305m,

down 39%. Our disciplined approach

to new business pricing means that we

consistently write business at or above

our target mid-teen IRR on shareholder

capital invested in new business,

which in 2025 came at the expense

of volumes. Both our DB and Retail

business units are benefitting from

long-term structural trends, and we are

committed to compounding the growth

in value of the Group over the long

term. During 2025, the Group’s tangible

net asset value increased to £2.7bn.

Defined Benefit De-Risking

I am extremely pleased with the

strategic execution of our DB business,

which has had another industry record

year. We completed 130 transactions

(2024: 129 transactions), which

delivered £3.1bn of new business,

making Just the number one DB

provider by deal number. Over the

past four years, we have completed

more than 300 transactions via our

proprietary platform, Beacon. We

priced multiple large DB schemes, but

pricing was unusually competitive in

the context of the prevailing credit

spread environment. This dynamic

lead to our DB business completing

five transactions above £100m in 2025

(largest £270m) compared to nine

transactions above £100m in 2024

(largest £1.8bn).

We expect an increased DB market

opportunity in 2026, following the

fall in the market in 2025 to c.£40bn.

The reduction was due to fewer large

transactions, which we believe was a

consequence of market uncertainty

during the first half of the year ahead

of the publication of the Pension

Schemes Bill in June. Otherwise the

market was busy in 2025 and overall

activity continues to increase with

c.350 transactions completed,

a new record (source: LCP,

2024: 300 transactions).

Furthermore, we are continuing to

invest to help more people across

the wider retirement markets. During

the year, we acquired two smaller

businesses, which add capability and

accelerate our participation in the

“approaching retirement” segment.

Sustainability

We are committed to a sustainable

strategy that protects our communities

and the planet we live on. We are proud

to have achieved our first net zero target:

net zero by 2025 in our own operations

(Scope 1 and 2 emissions).

Our Scope 3 emissions, which are

principally comprised of carbon

emissions, are largely driven by our

investments (credit portfolio and

lifetime mortgages). Our target is to

reduce our applicable Scope 3 carbon

emissions by 50% by 2030. We have

made strong progress – achieving

a 46% reduction in our investment

portfolio financed emissions intensity

by the end of 2025 relative to our

2019 baseline. Within this, we have

delivered a 57% reduction in our credit

portfolio financed emissions intensity.

For further details, please refer to our

TCFD disclosures on pages 36–51.

Our people

As we look forward to the new

opportunities created by our change in

ownership, we will be harnessing the

power of our highly talented, ambitious

and engaged colleagues to deliver

strong business growth and fulfil our

purpose. I would like to thank all my

colleagues for their hard work and

dedication – it’s always a team effort

and our people make Just a brilliant

place to work.

In conclusion

Over the last five years, we have

doubled our sales and established

Just as a leader in our chosen markets.

These markets present multiple

opportunities and structural growth

for many years to come.

I am really proud of what the Just

team has accomplished and personally

grateful for the valuable support our

shareholders have shown us since I

became CEO in 2019. We look forward

to working with our new owners, BWS,

and building on our successful growth

strategy and strong culture as we enter

this exciting new phase for Just.

David Richardson

Group Chief Executive Officer

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Market context

Helping customers and

corporates strengthen

their financial resilience

Structural drivers in our markets mean we can grow profits

sustainably while delivering better outcomes for customers.

The retirement shift from db to

dc is gathering momentum. Db or

final salary pension schemes are

gradually being paid or transferred to

insurers, while dc retirees are seeking

options to address their needs and

wants. Guaranteed income and

hybrid products provide customers

with the peace of mind they seek in

retirement.

Defined Benefit

de-risking solutions

Private and public sector employers

traditionally provided Defined Benefit

(“DB”) pension schemes, often called

final salary schemes, as an important

benefit for employees. The employer

would share some responsibility for

the wellbeing of their former workers

when they retired by providing a

guaranteed retirement income based

on their earnings history and length

of employment.

Over time, providing these guaranteed

benefits became expensive. More

than 95% of the UK’s private sector

DB pension schemes are now closed to

new members and/or future DB accrual

(source: PPF, Purple Book). Continuing

to operate these schemes has become

more onerous for employers.

The DB de-risking business has

allowed these employers to alleviate

the financial and operational

challenges of running these schemes

by passing responsibility for the

schemes to insurers who can fully

or partially de-risk the employer’s

defined benefit obligations.

Current market

As of 31 March 2025, total UK DB

obligations (insurer basis) were over

£1tn. Within this, just under 80% of the

almost 5,000 schemes have assets

of less than £100m, but account for

c.10% of the total DB obligations. This

skewed distribution of scheme number

versus value has lead to insurers

setting up streamlined processes

and providing dedicated resources to

enable schemes of all sizes access to

the DB de-risking market.

Over the past 10 years, the funding

levels of all schemes on an insurer

buyout basis has increased from 57%

to 96%. Improvement in funding levels

was initially driven by sponsoring

company contributions and insurers’

ability to access improved reinsurance

terms. Since 2022, the main driver has

been higher long-term interest rates,

which reduce the liability value of the

DB pension obligation by more than the

reduction in the scheme’s asset value.

To date, c.22% of the outstanding

DB liabilities have been transferred

from corporate balance sheets to

insurers, with decades remaining as

DB pensions are gradually paid.

Competitive factors

2025 was a record year of activity for

DB insurance transactions with c.350

transactions completed (LCP, 2024:

300 transactions). This translated into

c.£40bn of DB market new business

premium (source: LCP), compared to

£48bn in 2024. The reduction in market

value was driven by fewer large deals

(>£1bn), although two of the largest

deals on record did transact during

2025. There is an active insurance de-

risking market for DB pension schemes,

as evidenced by multiple insurers

competing for schemes of all sizes.

Royal London, M&G (who both entered

in 2023) and Utmost (2024) continue

to steadily build their bulk annuity

franchises. In 2026, three DB insurance

providers including Just Group are

expected to change ownership, subject

to regulatory and other customary

clearances. From a market perspective,

Just Group and BWS’s Blumont UK are

expected to operate as a single group

under the Just brand, and therefore the

market will have ten participants.

Outlook

In the decade to 2034, £350-550bn of

DB liabilities are expected to transfer

to insurers (source: LCP). Just Group is

continuing to invest in its proposition,

resources and service to ensure that

schemes we work with can realise their

de-risking ambition and provide the best

member outcomes and experience.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Annual DC assets reaching

retirement age (£’bn)

Remaining DB liabilities 78%

2007-24 Buy-in/Buy-out (est.) 19%

2025 Buy-in/Buy-out (est.) 3%

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

150

100

c.£1tn of decumulation flows over the

next decade

“ There is an active insurance de-risking market for defined benefit pension

schemes as evidenced by multiple insurers competing for schemes of allsizes.”

Total DB liabilities

(£1.1tn as of December 2025)

2 Source: Broadridge 2024 Navigator

Individual Retirement

Income market

Guaranteed Income for Life

Guaranteed Income for Life (“GIfL”)

products are bought by individual

customers who want to convert some

or all of their accumulated pension

savings into a guaranteed income

for their retirement. This provides

people with peace of mind, knowing

the income they receive will continue

to be paid for as long as they, or their

spouse, lives. Using a financial adviser,

pension customers can compare the

GIfL offer provided by their existing

pension company with what is

available on the open market, ensuring

they are able to secure the best

deal available to them. Alternatively,

customers interested in purchasing the

product can do so via a non-advised

broking route, where HUB Financial

Solutions is a market leader.

Continuing developments are driving

growth over the medium term:

• the structural drivers of growth

in the retirement income market

are strong. Assets accumulating

in defined contribution (“DC”)

pension schemes are projected to

increase consistently over the next

decade, driven by auto-enrolment.

• the market is currently benefitting

from the return of UK long-term

interest rates to more normalised

levels. The rate of income on

GIfL has risen by around 50%

compared to 2021.

• new solutions are being introduced

to the market to provide financial

advisers with more sophisticated

options to blend a guaranteed

income producing asset with other

investments to deliver improved

outcomes for their clients.

The combination of these factors has

doubled the size of the market during

the last three years to more than £7bn.

Regulatory developments

The introduction of the FCA’s

Consumer Duty in July 2023 and the

findings from the FCA’s Thematic

Review of Retirement Income

Advice published in March 2024

are leading advisers to re-examine

the importance of guaranteed

income to help customers achieve

their objectives. The Consumer Duty

introduced a new consumer principle

that requires firms to act to deliver

good outcomes for retail customers.

The outcomes relate to (i) products

and services; (ii) price and value; (iii)

consumer understanding; and (iv)

consumer support.

In June 2025, the FCA introduced

The Advice Guidance Boundary

Review, which aims to improve

customer access to financial support

to address a growing concern that

most customers in the UK are not

getting the financial help they need.

Targeted support forms a key part

of the FCA’s review. It introduces a

new set of conduct standards and is

complementary to Consumer Duty.

Simplified advice can complement

targeted support where a customer

has straightforward needs, or indeed,

can be a stepping stone towards

additional advice for complex needs.

The ambition is for a thriving and

trusted market for different forms of

advice, targeted support and guidance,

so that consumers can access the help

they need, at a cost they can afford

and when they need it.

Financial adviser engagement

More customers are now seeking

professional help, while improved

GIfL rates have helped advisers to

increasingly position the financial

security of guaranteed income as a

cornerstone of retirement planning.

The adviser will highlight the open

market option, and availability of an

individually underwritten GIfL, which

takes into account an individual’s medical

conditions, personal and lifestyle factors

to determine their life expectancy.

Medical underwriting can typically

achieve an additional double-digit

percentage income increase compared

to purchasing a standard GIfL.

Advisers value the flexibility to

blend guaranteed income with

other retirement products such as

investment funds. Depending on client

circumstances and their retirement

goals, advisers are increasingly seeking

to manage sequencing risk, where

the timing of withdrawals during the

pension decumulation phase can

have an adverse impact on the overall

pension pot size and how long it might

last. This includes the client building

a cash buffer, temporarily adjusting

spending, and adjusting the pension

assets towards guaranteed income via

bonds and/or an annuity, as the client

ages and the pension pot decreases in

size. The decumulation advice journey

can help manage overall risk and

sustainability, including the opportunity

to leave an inheritance to loved ones.

We expect these positive trends to

continue, in tandem with more and

more people reaching retirement age

with larger pension pots. Over the

next decade, it is estimated that £1tn

(cumulative) of defined contribution

savings will enter the spending phase

of retirement, and advisers will need to

respond to these customers’ needs.

1 Source, PPF 7800 index as of 31 December 2025,

s.179 liabilities. Just estimate to convert to a full

Buy-out basis.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Our purpose is to help people achieve a better later life. We fulfil

our purpose by addressing changing retirement needs with

financial products, advice and guidance. We deliver sustainable

value for customers, shareholders, partners and colleagues while

protecting the planet we live on.

How we create value through our retirement expertise

Pension scheme

trustees and sponsors

Advisers

Corporate

partners

HUB group

We charge a margin in

exchange for accepting risk

over the lifetime of the policy

PROVIDING

SECURE

INCOME FOR

CUSTOMERS

INNOVATIVE

SOLUTIONS

OPERATIONAL

SCALABILITY

RISK

SELECTION

AND FAIR

PRICING

BRILLIANT

CUSTOMER

EXPERIENCE

SUSTAINABLE

LONG-TERM

INVESTMENTS

Business model

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Shareholders

Through disciplined resource management,

we generate returns above our cost of

capital and sustain strong organic capital

generation, fuelling investment in growth

and supporting sustainable dividends.

Customers

Our medical underwriting approach

ensures fair pricing and better customer

outcomes, supported by a resilient

business model where customers can

trust us to pay claims over the long term.

Partners

We partner with trustees and scheme

sponsors to de-risk pension liabilities and

provide long term security for members.

Colleagues

Our purpose-led, high-performing

culture creates an environment where

ambitious, curious, and collaborative

people can thrive.

Environment

We remain committed to reducing

our investment emissions by 50% by

2030, invest in green infrastructure,

and we achieved net-zero in our

operations in 2025.

We create value for

Innovative solutions

Our insurance and investment offerings help

customers manage risks such as exposure to

their defined benefit pension schemes running

into difficulties, running out of money or facing

unaffordable care costs.

Risk selection

Prognosys™ is our proprietary engine for individual

medical underwriting, giving us sharper insight into

the risks we choose to take on and supporting

stronger outcomes for customers.

Sustainable investments

Our investment expertise and proven illiquid

origination strategy supports the management of

a diversified asset portfolio, delivering sustainable

returns for both policyholders and shareholders.

Operational scalability

We continue to focus on automating processes and

modernising infrastructure to lower operating costs

and maintain high service standards as we grow.

Brilliant customer experience

Our colleagues work hard to understand and serve

customers as individuals, be there for the moments

that matter, and minimise their administration.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Principal risks

and uncertainties

Ongoing risks:

Market

Credit

Insurance

Liquidity

Conduct and operational

Strategic

Risk outlook:

Political and regulatory

Climate and environmental,

social and governance (“ESG”)

Cyber and technology

Insurance

Market and credit

Liquidity

Strategic

Focus

We strengthened our investment

capabilities and scaled responsibly,

while balancing growth with resilience

to generate long-term value.

Focus

To enable future productivity

gains, we continued to modernise

our legacy infrastructure by

migrating end-of-life systems

and automating processes.

Focus

We expanded reach through

partnerships and adviser technology

integration to meet customer needs.

Focus

We used data insights to enhance

experiences, build deeper

relationships, and deliver more

personalised outcomes.

Focus

We built a high-performing culture

and organisation where colleagues

are proud to work for Just.

2025 progress

• Further improved risk controls

and enhancing our internal asset

origination capabilities.

• Strengthened our investment

governance and capabilities

to ensure our robust operating

model is future ready.

• Enhanced internal origination

capability, completing 41 in-

house investment transactions

during the year.

• Secured PRA approval

for Matching Adjustment

amendment, providing additional

capacity for growth.

2025 progress

• Enhanced our DB operations

capability and productivity

through our reinsurance

platform and migration of

c.400 schemes.

• Continued modernisation of our

Retail new business systems.

• Enhanced our financial resilience

by improving our Stress and

Scenario Testing framework.

• Continued to build on data

foundations and delivering AI

use cases across the Group.

• Continued migration of our

infrastructure to the cloud, with

over 60% of core infrastructure

now cloud-based, improving

resilience, scalability and

cost efficiency.

2025 progress

• Launched our Fixed Term

Investment (FTI) product on

the Fundment adviser platform,

expanding adviser access

and adoption.

• Quoted on over half of all

£1bn+ DB transactions in

the market, while maintaining

pricing discipline in a highly

competitive environment.

• Strengthened DB onboarding

through proactive engagement

with trustees, administrators

and EBCs.

2025 progress

• Continued to deliver good

outcomes for our customers,

supported by research and

customer insight.

• Enhanced customer journeys

through deeper use of data

driven insight.

• Expanded support for

customers with our specialist

team dedicated to looking

after the best interests of

our customers who may be

vulnerable, with complex needs.

• Achieved our 21st consecutive

5 Star Award for Pensions &

Protection Providers and our

16th for Mortgage Providers

at the Financial Advisor

Service Awards.

2025 progress

• Raised over £50,000 for our

chosen charity Hourglass, more

than 50% above last year.

• Achieved a 92% emissions

reduction in operational

emissions.

• Enhanced our colleagues

workplace environment, moving

into our new Reigate offices.

• Named Company of the

Year at the Financial Advisor

Service Awards.

2026 focus

• We will continue to strengthen

and expand our investment

capabilities, whilst maintaining

our financial discipline. The

proposed combination with BWS

would enhance our investment

origination capability, capacity

and flexibility.

2026 focus

• We will continue to modernise

systems and actively leverage

technologies to improve

productivity, enhance resilience

and accelerate innovation

across the Group.

2026 focus

• We will drive growth through

deepening partnerships,

expanding adviser engagement

and leveraging innovation

and technology to improve

accessibility to our solutions.

2026 focus

• We will continue to enhance

the customer experience by

embedding data driven insights

across journeys and improving

personalisation.

2026 focus

• We are committed to be a

destination employer by

enhancing our colleague

experience, and by continuing

to invest in colleagues’

continuous growth and

development.

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Grow

sustainably

Scale with

technology

Our purpose: We help people achieve a better later life.

Underpinned by our five strategic priorities:

Strategic priorities

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Focus

We strengthened our investment

capabilities and scaled responsibly,

while balancing growth with resilience

to generate long-term value.

Focus

To enable future productivity

gains, we continued to modernise

our legacy infrastructure by

migrating end-of-life systems

and automating processes.

Focus

We expanded reach through

partnerships and adviser technology

integration to meet customer needs.

Focus

We used data insights to enhance

experiences, build deeper

relationships, and deliver more

personalised outcomes.

Focus

We built a high-performing culture

and organisation where colleagues

are proud to work for Just.

2025 progress

• Further improved risk controls

and enhancing our internal asset

origination capabilities.

• Strengthened our investment

governance and capabilities

to ensure our robust operating

model is future ready.

• Enhanced internal origination

capability, completing 41 in-

house investment transactions

during the year.

• Secured PRA approval

for Matching Adjustment

amendment, providing additional

capacity for growth.

2025 progress

• Enhanced our DB operations

capability and productivity

through our reinsurance

platform and migration of

c.400 schemes.

• Continued modernisation of our

Retail new business systems.

• Enhanced our financial resilience

by improving our Stress and

Scenario Testing framework.

• Continued to build on data

foundations and delivering AI

use cases across the Group.

• Continued migration of our

infrastructure to the cloud, with

over 60% of core infrastructure

now cloud-based, improving

resilience, scalability and

cost efficiency.

2025 progress

• Launched our Fixed Term

Investment (FTI) product on

the Fundment adviser platform,

expanding adviser access

and adoption.

• Quoted on over half of all

£1bn+ DB transactions in

the market, while maintaining

pricing discipline in a highly

competitive environment.

• Strengthened DB onboarding

through proactive engagement

with trustees, administrators

and EBCs.

2025 progress

• Continued to deliver good

outcomes for our customers,

supported by research and

customer insight.

• Enhanced customer journeys

through deeper use of data

driven insight.

• Expanded support for

customers with our specialist

team dedicated to looking

after the best interests of

our customers who may be

vulnerable, with complex needs.

• Achieved our 21st consecutive

5 Star Award for Pensions &

Protection Providers and our

16th for Mortgage Providers

at the Financial Advisor

Service Awards.

2025 progress

• Raised over £50,000 for our

chosen charity Hourglass, more

than 50% above last year.

• Achieved a 92% emissions

reduction in operational

emissions.

• Enhanced our colleagues

workplace environment, moving

into our new Reigate offices.

• Named Company of the

Year at the Financial Advisor

Service Awards.

2026 focus

• We will continue to strengthen

and expand our investment

capabilities, whilst maintaining

our financial discipline. The

proposed combination with BWS

would enhance our investment

origination capability, capacity

and flexibility.

2026 focus

• We will continue to modernise

systems and actively leverage

technologies to improve

productivity, enhance resilience

and accelerate innovation

across the Group.

2026 focus

• We will drive growth through

deepening partnerships,

expanding adviser engagement

and leveraging innovation

and technology to improve

accessibility to our solutions.

2026 focus

• We will continue to enhance

the customer experience by

embedding data driven insights

across journeys and improving

personalisation.

2026 focus

• We are committed to be a

destination employer by

enhancing our colleague

experience, and by continuing

to invest in colleagues’

continuous growth and

development.

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Link to ongoing risks:

A B C D E F

Link to risk outlook:

1 2 3 4 5 6 7

Reach new

customers

Be recommended

by our customers

Be proud to

work at Just

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

11%

10%

23%8%

Strategy in action

Protecting

pensions,

supporting

growth,

investing

in the UK

As a leading insurer, we play a vital role in

the uk economy. We support uk economic

growth by providing businesses with financial

certainty, delivering long-term security to

pension scheme members and investing

pension savings into productive assets

across the country.

We offer companies and pension

scheme trustees a clear and secure

route to transfer their defined benefit

pension liabilities to an insurance

company.

Using our risk transfer solutions, we

remove the investment, inflation and

longevity risks that can otherwise limit

a business’s capacity to grow. We have

taken responsibility for these legacy

obligations from hundreds of companies

all over the UK, enabling sponsors

to redirect capital and management

focus within their businesses towards

innovation, productivity and job creation.

The pension savings we receive from

pension schemes are invested into

the real economy. We deploy them

into productive finance – including

infrastructure, housing, sustainable

energy and other long-term

investments – helping to fund projects

that drive economic growth and

support communities.

We provide an outstanding service to

the members, trustees and sponsors

of large schemes, small schemes and

all those in between. Scheme members

achieve peace of mind knowing their

future pension income is secure. Our

capital strength and robust, disciplined,

long-term investment approach underpin

our ability to meet the lifetime promises

we have made to our customers, often

extending many decades ahead.

Defined benefit pension

scheme members across

the uk

>180k

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

The many

600+

Defined Benefit

pension schemes

helped

The big

£1.8bn

for 22,500 G4S

members

The small

£0.4m

for <10 members

with

£900m+

paid to members

and schemes in 2025

John Cotton Group

Yorkshire

An £11m full scheme buy-in insures

current and former members of the

john cotton (mirfield) limited

Retirements Benefits Scheme. The

John Cotton Group is a family

company established in 1916 and

based in Yorkshire. They have been

redefining fabrics and fibres for over

a century and are the UK’s largest

manufacturer of pillows, duvets and

protectors. The buy-in insures the

benefits of all 105 uninsured lives,

comprising 48 deferred members

and 57 pensioners.

Brother UK

North west

A £56m full scheme buy-in insures all

679 members of the Brother Staff

Retirement Benefits Scheme (the

“Scheme”). The Scheme is sponsored

by Brother International Europe

Limited and Brother UK Limited, part of

the Brother Group, a manufacturer of

technology solutions with a UK base in

Manchester. They offer a wide range

of printers, scanners, and labelling

devices alongside personalised

business technology services.

Scottish Milk

Scotland

A £42m full scheme buy-in for all 452

members of the Scottish Milk Limited

Retirement Benefits Plan (the

“Scheme”). The Scheme is sponsored

by First Milk, a B corp and a co-

operative, with around 700 farming

families spread across britain. It

provides farmers with security and

stability, allowing them to plan for the

future and develop their farming

business for the next generation.

GKN Aerospace

West Midlands, South West

and Southern England

A £513m full scheme buy-in insuring

the benefits of 2,262 pensioners and

1,963 deferred members of the GKN

Group Pension Scheme (No. 4). GKN

Aerospace is a global multi-

technology leader in the aerospace

industry. It has around 3,600

employees spread across six locations

in the uk.

Welcome Break

Nationwide

A £23m buy-in with the Welcome

Break Pension Plan insuring the

benefits of all 348 members. Welcome

Break is one of the uk’s leading

motorway service operators, running

60 service areas and 31 hotels up and

down the country. They welcome

more than 85 million customers every

year.

G4S

Nationwide

A £1.8bn full scheme buy-in with the

G4S pension scheme, covering the

benefits of around 22,500 members.

G4S is a leading security and facility

services company that provides

security services and cutting-edge

smart technology to deliver tailored

security solutions. It has 31,000

employees in the UK and Ireland.

Find out more at

www.justgroupplc.co.uk/

GKNAerospace or scan

the QR code

Find out more at

www.justgroupplc.co.uk/

WelcomeBreak or scan

the QR code

Find out more at

www.justgroupplc.co.uk/

G4S or scan

the QR code

Find out more at

www.justgroupplc.co.uk/

JohnCottonGroup or scan

the QR code

Find out more at

www.justgroupplc.co.uk/

BrotherUK or scan

the QR code

Find out more at

www.justgroupplc.co.uk/

ScottishMilk or scan

the QR code

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Strategy in action continued

Turning pension

savings into

UK growth

Utilities

Investment in critical

infrastructure assets

including the Haweswater

Aqueduct Resilience

Programme, delivering

drinking water to 2.5m

people.

Social housing

Lending to a social

housing provider to help

expand its investment

capacity and deliver

56,500 new homes in

England over the next

15 years.

Education

Long-term financing for

Lucy Cavendish College,

University of Cambridge,

to provide accommodation

for its students. This will

help the college meet

its aim to increase the

number of students from

disadvantaged and under-

represented backgrounds.

Solar

Investment in a

portfolio of solar

assets across

England and Wales

with a combined

peak capacity of

365MW.

Pubs

Investment to

refinance debt and

provide expansion

capabilities for the

UK pub portfolios

held by Pantheon

Holdings and let

to major operators

in the sector such

as Greene King,

Marston’s and

Stonegate.

As a trusted provider of long-term retirement

savings solutions, we invest the pension

savings of hundreds of thousands of our

customers to meet the lifetime promises we

have made to them. The investments we make

on behalf of our customers are also supporting

the uk’s long-term economic growth.

We have been trusted to safely invest

£30 billion of our customers’ pension

savings. We take this responsibility

very seriously. Our investment strategy

is designed to generate secure,

predictable returns over many decades

so we can meet every pension promise

we have made, in full and on time.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Community and retail

Investment in a high-

quality, retail led mixed-

use development in

Lincolnshire designed to

have a positive local social

impact by regenerating

the town centre.

Healthcare

Finance for the NHS Tunbridge

Wells Hospital to help fund

the construction of new

accommodation and teaching

space for medical students –

including 144 residential units

for student doctors.

Commercial real estate

Investment in a portfolio of

Grade A office assets in UK

cities for Oval Real Estate,

delivering modern amenities,

high-quality fit outs and

strong ESG credentials.

Motorways

Our investment in the

M6 Toll Road, Midland

Motorways Group, will

contribute to upgrades

for smart motorway

integration and

modernised toll systems.

Renewables –

wind farms

Multiple investments

in a group of offshore

windfarms located in the

Irish Sea, which have a

combined capacity of

over 1,000MW.

We have invested billions of pounds

into the UK. This includes long-

term investments in areas such as

infrastructure, housing, renewable

energy, and health. These sectors

provide resilient and predictable

investment returns so we can meet our

promises to customers and in parallel

support growth in the UK economy.

Our investments support jobs, enhance

public services, and help build the

foundations for sustainable growth.

By combining disciplined, long-term

asset management with a commitment

to directing capital into productive

UK opportunities, we ensure that the

money we invest works on two fronts:

protecting customers’ financial futures

and strengthening the UK’s economic

resilience.

We help people achieve a better

later life, that’s our purpose and why

we exist. Our positive investment

approach helps us to fulfil this purpose

for our customers, and to improve the

communities they and other citizens

rely upon.

£20bn

invested in the UK

£30bn

Pension savings our

customers have trusted

us to invest

180+

sustainable investments

1 This includes Renewable Energy, Green Buildings, Clean Transportation, Access to Essential

Services, Affordable Housing and Green, Social and Sustainability labelled bonds.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Measured against our strategic priorities

2025

2024

2023

£4,341m

£5,308m

£3,893m

2025

2024

2023

£249m

£460m

£355m

2025

2024

2023

£(118)m

£113m

£172m

2025

2024

2023

£305m

£504m

£377m

Link to strategic priorities

Retirement

income sales

(shareholder funded)

£4,341m

Retirement Income sales (shareholder funded)

include DB, GIfL and Care premiums written.

It is a demonstration of the Group’s ability

to originate profitable new business to grow

shareholder value.

In 2025, Retirement Income sales (shareholder

funded) were £4.3bn as strong growth in GIfL

partially offset a fall in DB de-risking sales.

New business profit

£249m

Underlying

operating profit

£305m

New business profit represents the profit

generated from the new business written

during the year and is a key measure when

assessing business performance.

New business profit fell due to lower volumes

and margins, and is reconciled to underlying

operating profit in the Business Review.

Underlying operating profit growth was down

39% driven by the decline in new business

profit, partially offset by increased recurring

in-force profits as the balance sheet grows.

Underlying operating profit is reconciled to

IFRS profit before tax in the Business Review.

The Board keeps KPIs under review to ensure they continue to reflect the Group’s priorities and strategic objectives. We

have refocused our capital generation metric to cash generation which monitors the capital generated from the in-force book

of business less fixed expenses, with the balance remaining available to re-invest back into the business. Our KPI for sales

measures performance against our growth ambitions. Monitoring KPIs for tangible net asset value and capital coverage ratio

provide measures of our financial strength and combined with the profit, return on equity and capital KPIs, enables the Group

to monitor performance against our strategic priority of sustainable growth.

IFRS loss

before tax

(

118

)

IFRS profit/(loss) before tax is the primary

IFRS statutory KPI used by management

to monitor the profit/(loss) before tax

attributable to equity holders.

We delivered £305m of underlying operating

profit. After operating experience, assumption

changes, strategic costs and various other

non-operating items, and deferral of profit to

CSM, the IFRS loss before tax was £(118)m

(2024: £113m profit).

1 Alternative performance measure, see page 24. See glossary on page 226 for definition.

2 Solvency capital coverage ratios as at 31 December 2025 (estimated) and 31 December 2024 include a recalculation of transitional measures on technical

provisions (“TMTP”) as at the respective dates. 2024 capital position is presented on a proforma basis after the impact of the February 2025 repayment of

Tier 3 subordinated debt.

3 Performance against our non-financial strategic priorities are included on page 60.

Financial Key Performance Indicators

The Board has adopted the following metrics, which are considered

to give an understanding of the Group’s underlying performance

drivers. These measures are referred to as key performance

indicators (“KPIs”).

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

2025

2024

2023

8.6%

15.3%

13.5%

2025

2024

2023

257p

254p

224p

2025

2024

2023

2.7%

1.3%

0.9%

2025

2024

2023

£130m

£119m

£111m

2025

2024

2023

179%

204%

197%

Link to strategic priorities

Measured against our strategic priorities

Return on equity

8.6%

New business strain

2.7%

Solvency capital

coverage ratio

179%

Tangible net asset

value per share

257p

Cash generation

£130m

Return on equity is the measure used by

management to monitor the Group’s generation

of underlying operating profit from its tangible

net asset base.

In 2025, Return on equity decreased as underlying

operating profit after tax fell by 39%.

Return on equity is based on underlying operating

profit, which is reconciled to IFRS profit, and

tangible net asset value, which is reconciled

to IFRS total equity in the Business Review.

New business strain is a key measure reflecting

the amount of capital invested as a percentage

of premium to write the new business volumes. It

is assessed against our target of below 2.5% of

premium.

2025 underperformance was driven by increased

competition, lower volumes and business mix.

Solvency capital and its trajectory is a key focus

for the Board in capital and business planning.

It expresses the regulatory view of the available

capital as a percentage of the required capital.

In 2025, the coverage ratio fell due to the capital

invested in new business and non-operating items.

The reconciliation to the regulatory capital position

is explained in note 30.

Tangible net asset value (“TNAV”) represents the

tangible net assets attributable to the shareholders

and is our primary metric used to measure the

increase in shareholder value delivered the year.

2025 TNAV has increased by 33p (16%) since 2023.

Tangible net asset value is reconciled to IFRS total

equity in the Business Review.

Cash generation provides insight into the capital

sustainability of the business. It is the amount of

capital generated by the in-force business, net of

Group overheads and management expenses, and

debt interest. Cash generation is part of movement

in excess own funds.

The increase in 2025 was due to greater releases

of capital and risk allowances, reflecting recent high

volumes of profitable new business.

Grow

sustainably

Reach new

customers

Scale with

technology

Be recommended

by our customers

Be proud to

work at Just

See our Strategic Priorities on P14

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Building

longterm

value

Business Review

“ During 2025, we

proactively managed

our capital resources

and constrained

volumes. Long term

growth drivers remain

intact, and we are well

positioned.”

MARK GODSON

Group Chief Financial Officer

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

during the first half of the year ahead

of the publication of the Pension

Schemes Bill in June. During 2025, DB

new business was down 28% to £3.1bn

(2024: £4.3bn). We expect an increased

DB market opportunity in 2026, with the

strong tailwind of H2 25 and competitive

pricing encouraging schemes of all sizes

to come to market as corporates choose

to offload legacy and complex DB

pension risk to insurers.

Our Retail business had a strong 2025,

as customers continue to benefit from

higher and more normalised long-

term interest rates, which directly

increase the GIfL rate on offer. Just’s

sales grew ahead of the market due

to our improved advisor proposition,

which reflects ongoing development

expenditure. We continue to maintain

strong pricing discipline in a market

that has enormous long-term growth

potential due to the steady growth

of defined contribution pension pots

and advisors increasing willingness to

utilise guaranteed retirement income

solutions. During 2025, we wrote

£1.3bn of GIfL/Care new business, up

23% year on year (2024: £1.0bn).

Profit

In 2025, underlying operating profit

was £305m (2024: £504m), down 39%

year on year.

The £4.3bn of Retirement Income sales

(shareholder funded) generated a new

business profit of £249m, down 46%

(2024: £460m), translating to a new

business margin of 5.7% (2024: 8.7%).

New business margin was impacted

by the increase in competition, which

hampered our ability to reprice and

offset the trend of tighter credit

spreads as the year progressed, lower

volumes, and business mix. Growth of

the in-force book of business together

with continued higher and more

normalised long term interest rates

boosted the return on surplus assets,

thereby increasing our recurring

in-force operating profit, up 4% to

£246m (2024: £236m). Finance costs

were broadly stable at £71m, and

we invested £36m (2024: £35m) in

development expenditure regarding

new systems and processes to scale

the business efficiently for the future.

After non-operating items, we

recorded an adjusted profit before

tax of £120m (2024: £482m). After

allowing for the deferral of profit into

the CSM balance sheet reserve, the

IFRS loss before tax is £(118)m (2024:

£113m IFRS profit before tax).

Increasing shareholder value

Each year, the upfront profit delivered

from new business increases the

Contractual Service Margin (“CSM”)

reserve, offset by the profits earned

as we pay the customer pensions due

We price with discipline, risk select

and innovate, ensuring our business

model delivers long-term value for

customers and shareholders. The

Business Review presents the results

of the Group for the year ended

31 December 2025, including ifrs and

Solvency II (“SII”) information.

The growth and success of the

business is built on the foundation of

our low capital intensity new business

model, supported by a strong and

resilient capital base. In line with our

investment strategy, we continue

to diversify the asset portfolio by

originating a wide variety of high

quality investments, while remaining

disciplined in how and when we invest.

We continue to target investment

in process transformation, systems

and people to enable the business to

scale efficiently. As we innovate and

further broaden our growth strategy,

increased product development

investment will be aligned to our

purpose to help people achieve a

better later life through the before, at,

and in-retirement phases of life.

Sales

During 2025, we delivered Retirement

Income (shareholder funded) new

business sales of £4.3bn (2024:

£5.3bn), as strong growth in GIfL

partially offset a fall in DB de-risking

sales. We took a proactive approach

to manage our capital resources, and

in a very competitive market for DB,

especially in the second half of the

year, we chose to constrain sales

volume. Instead, we maximised our

leadership position in the <£100m

small scheme transaction segment,

and wrote 125 deals, the majority of

which were originated via Beacon, our

proprietary price monitoring service.

These smaller transactions were

augmented by a further five medium

sized transactions, for a total of 130

transactions during the year (2024:

129 transactions). These activity levels

represent c.40% of all transactions in

the market over the past two years

and demonstrate our operational

excellence and strategic execution.

Following the completion of Just’s

largest transaction to date, a £1.8bn

deal with the G4S pension scheme in

November 2024, we priced multiple

large DB schemes (£1bn+), however,

pricing was very competitive in the

context of the prevailing credit spread

environment. There were also fewer and

lower average case sizes for medium

transactions (£100m-£1bn) available

in the market. In 2025, Just’s activity

translated into an 8% share by value

of a c.£40bn DB market (source: LCP)

that was split c.1/4 in the first half and

c.3/4 in the second half (source: Just

analysis). We believe that the fall in the

market and increased seasonality was

a consequence of market uncertainty

on business written in prior years.

Our store of value (post-tax) grows

strongly as the increase in CSM from

selling profitable new business far

outweighs the release of CSM stock

from the back book.

When added to equity attributable to

shareholders (excluding intangible

assets), Just’s adjusted equity or

tangible net assets is 257p per share

(31 December 2024: 254p per share),

on which we earned an 8.6% return

(2024: 15.3%). The internal rate of

return (“IRR”) on shareholder capital

invested in new business remains

above our “mid-teen” target, as

available capital is tactically allocated

to exploit the opportunities available –

both today and in the future.

Capital

The Group’s estimated Solvency II

capital coverage ratio remains robust

at 179% (31 December 2024: 204%

driven lower by investment in new

business and non-operating items.

Cash generation was up 9% to £130m

(2024: £119m), due to our growing in-

force book of business from the high

volumes of profitable business written

in prior years, and the release of

capital and risk allowances as we pay

our existing customers. Organic capital

consumption at £(30)m (2024: £81m

organic capital generation) swung to

a negative driven by the increase in

new business strain to £116m (2.7%

of new business premium), and the

£(17)m net impact of other operating

items. This compares to £71m of new

business strain (1.3% of new business

premium) and £58m of positive

management actions in 2024. The

2025 new business strain represents

a satisfactory result in the difficult

market conditions. It was above our

target of less than 2.5% of premium,

and compares to the average of 1.7%

of premium since 2020. Our through

the cycle new business strain reflects

a strong pricing discipline, focused risk

selection and our ability to originate

increasing quantities of high-quality

illiquid assets. Non-operating items

summed to a £(322)m reduction in

surplus, which led to a 15% fall in the

capital coverage ratio. This included

the £28m shareholder dividend paid

during 2025, £(66)m from the effect

of rising long term interest rates,

£(43)m from property growth

experience, and asset trading timing

and other economic variances of

£(112)m. We also incurred £(73)m of

strategic expenses, driven higher by

our BWS offer transaction costs and

a bolt-on acquisition. We continue to

closely monitor and prudently manage

our risks, including interest rates,

inflation, currency, residential property

and credit. The Solvency II sensitivities

are set out in the Capital management

section of the Business Review.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Outlook

The normalisation of long-term interest

rates and the attractiveness of the

guarantees embedded in our products

continue to drive demand from our

customers. Our markets are large,

with huge untapped potential. The

proposed combination with BWS will

enable us to capture both the nearer

term DB de-risking opportunity through

an enlarged balance sheet, while also

enhancing our ability to capitalise

on evolving retirement trends,

including the growing opportunities

in defined contribution pensions.

Through accessing Brookfield Asset

Management’s industry leading

investment expertise, we will be able

to continue to deliver competitively

priced products and services to our

customers. Our culture, reputation and

capabilities, including investment in

our people enable us to continue to

strongly execute as we take advantage

of the multiple growth opportunities in

our chosen markets.

Alternative Performance

Measures And Key

Performance Indicators

The Group uses a combination of

alternative performance measures

(“APMs”) and IFRS statutory

performance measures. The Board

believes that the use of APMs along

with the IFRS measures, gives a useful

insight into the underlying performance

of the Group.

The Directors have concluded that

the principles used as a basis for

the calculation of the APMs remain

appropriate. Just Group has been

growing strongly for a number of years

and regards the writing of profitable

new business contracts as a key

objective for management. As a result,

in management’s view, the use of a

performance measure which includes

the value of profits deferred for

recognition in future periods is a useful

alternative to IFRS profits under IFRS

17 which exclude the deferred profits

from new business sales.

Further information on our APMs can

be found in the glossary, together

with a reference to where the APM

has been reconciled to the nearest

statutory equivalent.

Business Review continued

KPIs are regularly reviewed against the Group’s strategic objectives. Reflecting the

performance conditions and targets for the 2024 and 2025 long term incentive

plan, cash generation has replaced underlying organic capital generation as a KPI.

The Group’s KPIs are discussed in more detail on the following pages.

The Group’s KPIs are shown below:

2025 2024 Change

Retirement Income sales

£4,341m £5,308m (18)%

New business profit

£249m £460m (46)%

Underlying operating profit

£305m £504m (39)%

IFRS (loss)/profit before tax £(118)m £113m n/a

Return on equity

8.6% 15.3% (6.7)pp

Tangible net asset value per share

257p 254p 3p

New business strain

(as % of premium) 2.7% 1.3% 1.4pp

Cash generation

£130m £119m 9%

Solvency II capital coverage ratio

2,3

179% 204% (25)pp

1 Alternative performance measure, see glossary for definition.

2 Solvency capital coverage ratios as at 31 December 2025 (estimated) and 31 December 2024 include a

recalculation of TMTP at the respective dates.

3 2024 capital position is presented on a proforma basis after the impact of the February 2025 repayment

of Tier 3 subordinated debt.

Tangible net assets / Return on equity (underlying)

The return on equity in the year to 31 December 2025 was 8.6% (2024: 15.3%),

based on underlying operating profit after attributed tax of £229m (2024: £378m)

arising on average adjusted tangible net assets of £2,652m (2024: £2,475m).

Tangible net assets are reconciled to IFRS total equity as follows:

31 December

2025

£m

31 December

2024

£m

IFRS total equity attributable to ordinary shareholders 788 924

Less intangible assets (47) (40)

Tax on amortised intangible assets 1 1

Add back contractual service margin 2,566 2,328

Adjust for tax on contractual service margin (639) (578)

Tangible net assets 2,669 2,635

Tangible net assets per share 257p 254p

Return on equity % (underlying) 8.6% 15.3%

Underlying operating profit

Underlying operating profit is a core performance metric on which we measure

the year to year performance of the business. It includes the value of profits

deferred for recognition in future periods. Underlying operating profit captures the

performance and running costs of the business including interest on the capital

structure, but excludes operating experience and assumption changes, which by

their nature are less predictable and can vary substantially from period to period.

2025 underlying operating profit reduced by 39% to £305m (2024: £504m), due to

lower new business volumes and margins as we faced increased competition and

tighter credit spreads. Our pricing discipline led to our decision to constrain volume

appetite and stay within our available capital budget. Recurring in-force operating

profit rose by 4% to £246m, with other group companies’ costs and development

costs and other broadly stable. Finance costs rose by 3% to £71m (2024: £69m),

following a bond refinancing in September 2024.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

We expect an increased DB market opportunity in 2026, after the market fell to

c.£40bn (2024: £48bn) due to fewer £1bn+ transactions. Our confidence is due to

the c.£30bn DB market H2 25 run-rate and large deal pipeline. However, we will

maintain our pricing discipline and continue to pivot volumes between different

segments of the DB and GIfL markets we operate in, so that we continue to earn an

appropriate return on capital deployed in new business.

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

Change

New business profit 249 460 (46)

CSM amortisation (67) (71) (6)

Net underlying CSM increase 182 389 (53)

In-force operating profit 246 236 4

Other Group companies’ operating results (16) (17) (6)

Development costs and other (36) (35) 3

Finance costs (71) (69) 3

Underlying operating profit

305 504 (39)

1 See reconciliation to IFRS profit before tax further in this Business Review.

Underlying earnings per share

Underlying EPS (based on underlying operating profit after attributed tax) has

decreased to 22.0 pence (2024: 36.3 pence).

Year ended

31 December

2025

Year ended

31 December

2024

Underlying operating profit (£m) 305 504

Attributable tax (£m) (76) (126)

Underlying operating profit after attributable tax (£m) 229 378

Weighted average number of shares (million) 1,042 1,040

Underlying EPS

(pence) 22.0 36.3

1 Alternative performance measure, see glossary for definition.

Earnings per share

Earnings per share (based on net profit after tax, see note 10) has decreased

to (10.7) pence (2024: 6.5 pence). This includes any operating experience and

assumption changes, the non-operating items and deferral of profit to the CSM

reserve, and reflects the IFRS 17 statutory profit.

Year ended

31 December

2025

Year ended

31 December

2024

(Loss)/Profit before tax (£m) (118) 113

Tax (£m) 19 (33)

(Loss)/Profit attributable to equity holders of Just Group

plc (£m) (99) 80

Coupon payments in respect of Tier 1 notes (net of tax) (£m) (12) (12)

Earnings (£m) (111) 68

Weighted average number of shares (million) 1,042 1,040

EPS (pence) (10.7) 6.5

New business profit

New business profit fell 46% to

£249m (2024: £460m) driven by an

18% reduction in shareholder funded

Retirement Income sales to £4.3bn

(2024: £5.3bn) and lower margins.

In a more competitive DB market, we

constrained volumes and instead took

advantage of our leadership position

in the defined benefit de-risking

small scheme segment, where we

could earn a better margin. We also

faced into progressively tighter credit

markets during the year, and chose

to minimise public credit investments,

instead investing in illiquid assets and

gilts. These headwinds were partially

offset by a focus on pricing discipline,

business mix and risk selection. As a

result of these factors, new business

margin decreased to 5.7% (2024: 8.7%).

Movement In CSM

The total movement in CSM represents

the net underlying increase of profit

deferral in CSM during the year before

any transfers to CSM in respect of

operating experience and assumption

changes recognised in the current year.

The new business profit of £249m

deferred in CSM is well in excess of

the CSM in-force release (£174m). This

provides a healthy level of replacement

profit, and demonstrates the value of

new business written during the period

relative to the CSM release from existing

business. This strong growth dynamic

increases the CSM store of value, which

predictably releases into the recurring

in-force profit in future years.

CSM amortisation is the release from

the CSM reserve into profit as services

are provided, net of accretion (unwind

of discount) on the CSM reserve

balance (see below). £67m of net CSM

amortisation (2024: £71m) is a £174m

release of CSM into profit, offset by

£107m of interest accreted to the CSM.

The £174m CSM release into profit

(2024: £154m) represents 6.4% (2024:

6.2%) of the CSM balance immediately

prior to release.

Accretion at locked in rates on the

CSM balance was £107m (2024:

£83m), adding 4.1% (2024: 3.4%) of

the opening plus new business CSM

balance. The rate of accretion reflects

the interest rates locked in on IFRS

17 transition and prevailing rates for

subsequent new business written.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

In-force operating profit

In-force operating profit represents investment returns earned on surplus assets, the

release of allowances for credit default, CSM amortisation, release of risk adjustment

allowance for non-financial risk and other items. Taken together, these are the key

elements of the operating profit from insurance activities on an IFRS 17 basis.

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

Change

Investment return earned on surplus assets 146 133 10

Release of allowances for credit default 33 29 14

CSM amortisation 67 71 (6)

Release of risk adjustment for non-financial

risk/Other – 3 n/a

In-force operating profit 246 236 4

The in-force operating profit increased by 4% to £246m (2024: £236m), driven by

an increase in investment return, as a result of a greater amount of surplus assets,

which reflects our larger balance sheet. The higher release of allowance for credit

default reflects the growth in the investment portfolio that backs the insurance

guarantees we provide to our customers. CSM amortisation fell due to a one-off

adjustment, but ought to increase over time as the stock of CSM reserve grows.

The CSM release is offset by a higher accretion rate as noted earlier.

Other Group companies’ operating results

The operating result for Other Group companies was a loss of £16m (2024: loss

of £17m). These costs include the net cost of corporate and proposition related

initiatives in the HUB group of businesses and the Group’s holding companies,

including plc costs.

Development costs and other

Development costs and other include development costs of £28m (2024: £25m)

and £8m of other items (2024: £10m). Development costs relate to investment in

systems capability, in addition to various business line and functional transformation.

This investment will enable Just to continue to grow efficiently allowing us to

increasingly benefit from operational gearing, while managing our risks and

delivering products and services to our customers and business partners through

the latest technology.

Finance costs

Finance costs were up 3% at £71m (2024: £69m), with the increase reflecting the

higher coupon payable on a portion of the Group’s debt following a refinancing in

September 2024. Finance costs include the coupon on the Group’s Restricted Tier 1

notes, as well as the interest payable on the Group’s Tier 2 and Tier 3 notes (repaid

on maturity in February 2025).

The Group has a £400m revolving credit facility provided by eight banks. This facility is

available until June 2027, and has not been drawn upon since inception in June 2022.

On a statutory IFRS basis, the Restricted Tier 1 coupon is accounted for as a

distribution of capital, consistent with the classification of the Restricted Tier 1

notes as equity, but the coupon is included as a finance cost on an underlying

and adjusted operating profit basis.

Business Review continued

£3.1bn

DB de-risking sales

2024: £4.3bn (s/holder)

£1.3bn

GIfl / Care sales

2024: £1.0bn

“ From an execution

perspective, we

completed 130 DB

transactions (2024:

129 transactions),

which represents

c.40% of all

transactions in

themarket over the

past two years.”

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Retirement Income sales

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

Change

Defined Benefit De-risking Solutions (“DB”)

3,071 4,275 (28)

Guaranteed Income for Life Solutions (“GIfL”)

1,270 1,033 23

Retirement income sales (shareholder funded) 4,341 5,308 (18)

DB Partner (funded reinsurance)

– 1,101 n/a

Total Retirement income sales 4,341 6,409 (32)

1 Adding the DB shareholder funded and Partner business leads to total DB de-risking sales volumes of

£3,071m (2024: £5,376m).

2 GIfL includes UK GIfL, South Africa GIfL and Care Plans.

Despite a more challenging year in 2025, as increased competition and tighter

credit markets impacted pricing, our confidence that we can continue to deliver

attractive returns and growth rates over the long-term is underpinned by the

structural drivers and trends in our markets. Over the past three years, rising long

term interest rates have accelerated the closure of, and in most cases eliminated,

scheme funding gaps. Therefore, more schemes are able to begin the process to

be “transaction ready”, with insurance remaining the “gold standard” for trustees

and their members amongst the various options available. The retail GIfL market

is also healthy, driven by the customer rate available, larger pension pot sizes due

to investment performance and advisers shopping around in the open market.

The level of long-term interest rates directly influences the customer rate we

can offer. With the present higher and more normalised long term interest rates,

this increases the value of the guarantee to customers, making the product more

attractive relative to other forms of retirement income.

Shareholder funded DB sales at £3.1bn (2024: £4.3bn) were down 28%, reflecting

the decision to maintain pricing discipline by constraining volumes, particularly

in the very competitive second half of 2025. Our proprietary bulk quotation and

price monitoring service, (“Beacon”), continues to grow in popularity with over

400 DB schemes onboarded. From an execution perspective, we completed 130

transactions (2024: 129 transactions), which represents c.40% of all transactions

in the market over the past two years (source: Just estimates). Prior investment in

our proposition and early positioning enabled Just to continue to take advantage

of the very strong market demand for <£100m small scheme transactions. Smaller

schemes are typically less hedged to interest rates and also benefit the most

from unit cost savings on buyout. In 2025, we maintained our leadership position

in the <£100m transaction size segment, writing £2.0bn of business across 125

transactions (2024: £1.8bn across 120 transactions) with a further £1.1bn from the

£100m-£1bn medium size segment across five transactions (2024: £2.4bn across

nine transactions). Just’s activity translated into an 8% share by value of a c.£40bn DB

market (source: LCP) that was split c.1/4 in the first half and c.3/4 in the second half

(source: Just analysis). We believe that the fall in the market and increased seasonality

was a consequence of market uncertainty during the first half of the year ahead of

the publication of the Pension Schemes Bill in June 2025, with fewer £1bn+ schemes

transacting. This had a knock-on effect, leading to fewer and lower average case sizes

for medium transactions. Despite this, the industry responded with a record amount

of activity with c.350 transactions (source: LCP, 2024: 300 transactions) completed

in 2025, driven by smaller deals.

Following clarity from the Pension Schemes Bill, and continued high funding levels,

there are now increased opportunities available. Given the strong industry pipeline,

2026 is forecast to potentially be a record year with up to £55bn of transactions

(source: LCP, 5th January 2026). In November 2025, LCP renewed their forecasts,

and estimate that £350-550bn of DB buy-in/buyout deals could transact over the

decade from 2025-2034. This demonstrates the scale and opportunity available

from the £1.1tn of DB liabilities outstanding, of which c.22% have transferred to

insurers to date. As part of our proposition to EBCs (employee benefit consultants),

trustees, and scheme sponsors, we are always available to service and quote for

schemes of all sizes, as evidenced

from our consistently high activity

levels. This is driven by our talented

people, client focussed culture,

systems infrastructure and

streamlined processes.

GIfL sales were up 23% to £1.3bn

(2024: £1.0bn). We performed ahead

of market growth due to our improved

advisor proposition reflecting ongoing

development and transformation

expenditure. The GIfL market has

experienced very strong growth in

2023/24. In 2025, the UK GIfL market

consolidated, growing 4% to £7.4bn.

We expect continued structural

growth driven by demographics as

more people reach retirement age.

These retirees will increasingly have

larger defined contribution (“DC”)

pension pots due to workplace

schemes and auto-enrolment, and

less defined benefit (“DB”). Changing

adviser behaviour, technology tools

and consolidation into larger advice

networks are driving new trends in

distribution, as advisers respond to

the changing needs of their customers

as they decumulate in the spending

phase of retirement. Due to the higher

customer rates on offer, and regulatory

initiatives including the FCA’s

Consumer Duty and findings from the

thematic review into retirement income

advice, advisors and their customers

are re-examining the importance

of guaranteed solutions to help

customers achieve their retirement

objectives. In reaction to this, we are

investing in our distribution to broaden

and deepen our participation in the

advisor channel to access this market

segment, which contains larger pots

and generally healthier lives.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Reconciliation of Underlying operating profit to IFRS (loss)/profit before tax

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

Underlying operating profit

305 504

Operating experience and assumption changes (32) (37)

Investment and economic movements (98) 18

Strategic expenditure (71) (23)

Adjustment for transactions reported directly in equity in IFRS 16 20

Adjusted profit before tax

120 482

Deferral of profit in CSM (238) (369)

(Loss)/Profit before tax (118) 113

1 Alternative performance measure, see glossary for definition.

Operating experience and assumption changes

Negative operating experiences were driven by lower than expected mortality, £(20)m, see note 22(b)(ii) for further details on

our mortality assumptions. It also includes £(6)m due to modelling updates and £(6)m from minor assumptions strengthening.

Investment and economic movements

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

Change in risk free rates and inflation 12 3

Property growth experience (55) (22)

Other (55) 37

Investment and economic movements (98) 18

Investment and economic movements were negative at £(98)m (2024: £18m positive). Movements in risk free rates have had a

negligible effect

due to the strategic hedging strategy that was first implemented in the latter part of 2022 and has continued

since. This includes the initial purchase and accumulation of £4.0bn portfolio (31 December 2024: £4.0bn) of long dated gilts

held at amortised cost under IFRS. This approach has almost eliminated the IFRS exposure

whilst also containing our Solvency

II sensitivity to future interest rate movements (see estimated Group Solvency II sensitivities below).

LTM portfolio property growth was slightly negative, thereby performing below the 3.3% annual long-term property growth

assumption (2024: 3.3% annual property growth assumption), resulting in a negative variance. Other includes a strengthening

of the lifetime mortgage voluntary redemptions assumption, partially offset by a number of positive assumption changes in

relation to inflation and credit defaults. It also includes the effect of asset trading, economic assumption updates, and other

one-off negative investment variances.

1 See note 22 for interest rate sensitivities, with a 100 bps increase in interest rates resulting in a increase in pre-tax profit of £18m and a 100 bps decrease in

interest rates resulting in a decrease in pre-tax profit of £(16)m.

Business Review continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic expenditure

Strategic expenditure was £71m (2024: £23m). The year on year increase was driven by the £50m cost in relation to Just’s

transaction advisory fees and accelerating various share based payment schemes into the current year due to the proposed

acquisition by BWS, announced on 31 July 2025. Included in 2025 is a provision for the remaining transaction costs on

completion. Ordinarily, strategic expenditure relates to investment in the Group’s new consumer facing initiative, investment in

other retail related propositions and costs associated with the upgrade and expansion of our workplace property facilities.

Deferral of profit in CSM

As noted above, underlying operating profit is a core performance metric. This includes new business profits deferred in CSM

that will be released in future. When reconciling the underlying operating profit with the statutory IFRS profit, it is necessary to

adjust for the value of the net deferral of profit in CSM.

Net transfers to CSM includes amounts that are recognised in profit or loss including the accretion and the amortisation of the

CSM. The table below is on a pre-tax basis:

Year ended 31 December 2025 Year ended 31 December 2024

Gross

insurance

contracts

£m

Reinsurance

contracts

£m

Total

£m

Gross

insurance

contracts

£m

Reinsurance

contracts

£m

Total

£m

CSM balance at 1 January 2,731 (403) 2,328 2,449 (490) 1,959

New Business initial CSM recognised 233 24 257 438 24 462

Accretion of interest on CSM 117 (10) 107 113 (30) 83

Changes to future cash flows at locked-in

economic assumptions (106) 154 48 (92) 70 (22)

Release of CSM (197) 23 (174) (177) 23 (154)

Net transfers to CSM 47 191 238 282 87 369

CSM balance at 31 December 2,778 (212) 2,566 2,731 (403) 2,328

Capital management

The Group’s capital coverage ratio was 179% at 31 December 2025

(31 December 2024: 204%)

1,2

. The Solvency II capital

coverage ratio is a key metric and is considered to be one of the Group’s KPIs. The movement in excess own funds section on

page 30 sets out the drivers of the reduction to 179%.

31 December

2025

£m

31 December

2024

£m

Own funds 2,740 3,055

Solvency Capital Requirement (1,531) (1,494)

Excess own funds 1,209 1,561

Solvency coverage ratio

179% 204%

1 Solvency capital coverage ratios include a recalculation of TMTP at the respective dates. Following the implementation of the UK Reforms to Solvency II on

31 December 2024, TMTP is now recalculated quarterly using the new simplified method. Firms are no longer required to seek PRA approval for their recalculations.

2 2025 regulatory position is estimated. 2024 capital position is presented on a proforma basis after the impact of the February 2025 repayment of Tier 3

subordinated debt. As reported in Note 30 the capital ratio at 31 December 2024 was 211% prior to this repayment.

The Group has approval to apply the matching adjustment and TMTP in its calculation of technical provisions and uses an

internal model to calculate its Group Solvency Capital Requirement (“SCR”).

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Movement In Excess own funds

The business is delivering sufficient cash generation, which augmented with management actions, supports the deployment

of capital to capture the significant growth opportunity available in our chosen markets, provide returns to our capital

providers and further investment in the strategic growth of the business.

The table below analyses the movement in excess own funds, in the year to 31 December 2025.

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

Excess own funds at 1January (proforma)

1,561 1,527

Operating

In-force surplus net of TMTP amortisation 195 178

Financing costs (54) (48)

Non-life costs (11) (11)

Cash generation 130 119

New business strain

(116) (71)

Development costs and other (27) (25)

Management actions and other operating items (17) 58

Organic capital generation (30) 81

Non-operating

Strategic expenditure (73) (17)

Dividends (28) (23)

Economic movements (221) 49

Regulatory changes – (42)

Capital actions

– (14)

Excess own funds 1,209 1,561

1 All figures are net of tax and include a recalculation of TMTP where applicable.

2 New business strain calculated based on pricing assumptions.

3 The opening excess own funds is stated on a proforma basis after the £155m Tier 3 debt repayment in February 2025. Capital actions reflect the effect of repayment of

the Tier 3 in 2025 and the Tier 2 refinancing in 2024. Capital actions is net of the positive effect (if any) from release of Solvency tiering restrictions.

Cash generation and new business strain

The Group is focused on sustainable growth, whereby the various costs of the business including TMTP amortisation, finance,

development and other costs, and new business strain is funded through the capital generation from the existing in-force

book. This is further augmented by management actions.

During 2025, the business delivered £130m of cash generation (2024: £119m), driven by 10% growth in cash from in-force

to £195m, reflecting the release of risk allowances and capital held against the high volumes of profitable new business

written in recent years. The increase in financing costs reflects the timing of interest payments following new debt issuance in

September 2024, while non-life costs remained stable at £11m (2024: £11m). We invested £116m in new business capital strain

with the year-on-year increase due to writing business at 2.7% of premium (2024: 1.3% of premium). By remaining disciplined

and return focused, we maximised our available capital budget, but this resulted in an 18% reduction in new business volumes

to £4.3bn. This level of new business strain is slightly above our target of below 2.5% of premium, and relative to a weighted

average of 1.7% of premium over the past six years (2020-25 inclusive). Development costs and other were £27m (2024:

£25m). Management actions and other operating items were £(17)m due to negative operating experience and assumption

changes, partially offset by modelling refinements (2024: £58m positive, driven by PLACL adoption of internal model). When

aggregated, this led to £(30)m of organic capital consumption (2024: £81m organic capital generation).

Non-operating items

Changes in the capital surplus were as follows. Together, economic movements summed to a £(221)m reduction, accounting

for a 9pp decrease in the capital coverage ratio (“CCR”). This is derived from the £(66)m effect from higher long term interest

rates during the year (4pp decrease in the CCR). Reflecting that property price growth experience was slightly negative in

2025 (compared to annual 3.3% long-term growth assumption), this led to a £(43)m decrease (3pp decrease in the CCR).

Asset trading timing, and other residual economic variances summed to a £(112)m reduction (2pp decrease in the CCR).

Payment of shareholder dividends during 2025 cost £28m while strategic expenses reduced the capital surplus by a further £73m.

Strategic expenses include investments to bring to market various retail related propositions and cost of new workplace

property facilities. In 2025, strategic costs also includes Just’s costs in relation to the BWS transaction.

There were no capital restrictions in the 31 December 2025 capital position.

Business Review continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Estimated Group Solvency II sensitivities

2,3

The Group assesses the sensitivity of the Solvency II balance sheet to potential changes in economic parameters and mortality.

The results of sensitivities applied to the 31 December 2025 Solvency II balance sheet are reported below.

At 31 December 2025

CCR

Excess own

funds

£m

Solvency coverage ratio/excess own funds at 31 December 2025

1,2,3,4

179 1,209

Impact of sensitivity applied increase/(decrease)

-50bps fall in interest rates (1) 76

+50bps increase in interest rates 0 (70)

+100bps credit spreads 14 129

Credit quality step downgrade

(7) (100)

-10% property values

(14) (198)

-5% mortality (9) (141)

1 The sensitivities above are determined by applying stresses to single risk factors. Stresses to multiple risk factors at the same time can create more

severe outcomes than on individual factors as reported above.

2 In all sensitivities the Effective Value Test (“EVT”) deferment rate is allowed to change subject to the minimum deferment rate floor being met.

3 The results do not include the impact of capital tiering restriction, if applicable.

4 Sensitivities are applied to the reported capital position which includes a TMTP recalculation where applicable.

5 Credit migration stress covers the cost of an immediate big letter downgrade (e.g. AAA to AA or A to BBB) on 10% of all assets where the capital treatment

depends on a credit rating (including corporate bonds, long income real estate/income strips; but lifetime mortgage senior notes are excluded). Downgraded

assets are assumed to be traded to their original credit rating, so the impact is primarily a reduction in Own Funds from the loss of value on downgrade. The

impact of the sensitivity will depend upon the market levels of spreads at the balance sheet date.

6 Property sensitivity reflects the strengthening of the PRA EVT minimum deferment rate to 4.5% (31 December 2024: 3.5%) and the impact of basis updates.

Sensitivity is applied after the application of NNEG hedges.

Reconciliation of IFRS equity to Solvency own funds

31 December

2025

£m

31 December

2024

£m

IFRS net equity 1,110 1,246

CSM 2,566 2,328

Goodwill (43) (34)

Intangibles (4) (6)

Solvency risk margin (212) (194)

Solvency TMTP

360 409

Other valuation differences and impact on deferred tax (1,662) (1,316)

Ineligible items (4) (3)

Subordinated debt 659 643

Group adjustments (30) (18)

Solvency own funds

2,740 3,055

Solvency SCR

(1,531) (1,494)

Solvency excess own funds

1,2

1,209 1,561

1 Solvency capital coverage ratios include a recalculation of TMTP at the respective dates. Following the implementation of the UK Reforms to Solvency II on

31 December 2024, TMTP is now recalculated quarterly using the new simplified method. Firms are no longer required to seek PRA approval for their recalculations.

2 2025 regulatory position is estimated. 2024 capital position is presented on a proforma basis after the impact of the February 2025 repayment of Tier 3

subordinated debt. As reported in Note 30 the capital ratio at 31 December 2024 was 211% prior to this repayment.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Reconciliation from Operating Profit to IFRS Consolidated statement of comprehensive income

The table below presents the reconciliation from the Group’s APM income statement view to the IFRS statement of

comprehensive income for the Group for 2025. The equivalent reconciliation for the comparative year is in the Additional

Financial Information on page 222.

Alternative profit measure format

31 December 2025

Reported

£m

Quote date

difference

£m

CSM

Deferral

£m

Adjusted

Total

£m

Statutory accounts format

Insurance

service

result

£m

Net

investment

result

£m

Other

finance

costs

£m

Other

income,

expenses

and

associates

£m

PBT

£m

New business profit 249 8 (257) –

CSM amortisation (67) 67 –

Net underlying CSM increase 182 8 (190) –

In-force operating profit:

Investment return earned

on surplus assets 146 146 146 146

Release of allowances for

credit default 33 33 33 33

CSM amortisation 67 67 174 (107) 67

Release of risk adjustment

for non-financial risk – – (3) 3 –

Other Group companies’

operating results (16) (16) (16) (16)

Development costs and other (36) (36) (36) (36)

Finance costs (71) (71) (71) (71)

Underlying operating profit 305 8 (190) 123

Operating experience and

assumption changes (32) (48) (80) (1) (79) (80)

Investment and economic

movements (98) (8) (106) 76 (190) 8 (106)

Strategic expenditure (71) (71) (71) (71)

Adjustment for transactions

reported directly in equity in IFRS 16 16 16 16

Adjusted loss before tax 120 (238) (118)

Deferral of profit in CSM (238) 238 –

Loss before tax (118) (118) 170 72 (245) (115) (118)

1 The rows and first numeric column of this table present the Reported alternative profit measure (APM) format as presented in the Underlying operating profit

section and Reconciliation of Underlying operating profit to IFRS profit before tax section of this review.

2 The Quote date difference adjustment is made because Just bases its assessment of new business profitability for management purposes on the economic

parameters prevailing at the quote date for GIfL business and market condition date for DB business instead of the IFRS 17 recognition date (see new business

profit reconciliation in the additional information section on page 221).

3 The CSM column presents how elements of the APM basis result are deferred in the CSM reserve held on the IFRS balance sheet consistent with the table in the

Deferral of profit in CSM section of this review. Under IFRS 17, new business profits and the impact of changes to estimates of future cash flows are deferred in

the CSM reserve for release over the life of contracts.

4 The Adjusted total column is then transposed in the columns on the right-hand side into the IFRS statutory accounts format. Figures are presented on a net of

reinsurance basis.

The IFRS loss before tax of £(118)m (2024: £113m profit) is reported after deferral of £249m new business profit in CSM

(2024: £460m) and any experience/assumption changes (2025: £48m, 2024: £22m) in the balance sheet. The CSM

amortisation recognised in the IFRS result of £67m (2024: £71m) reflects the recognition of services provided in the year

net of accretion. This is expected to increase as our stock of CSM grows with new business. The pre-tax CSM closing

balance stands at £2,566m (2024: £2,328m), as per note 22.

Business Review continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Investment and economic movements recognised within IFRS finance costs of £190m (2024: £192m) includes interest on

repurchase agreements of £166m (2024: £146m) that fund the Group’s amortised cost portfolio of sovereign gilts that stands

at £4.0bn. Interest earned on the amortised cost gilts of £176m (2024: £135m) is reported within net investment result.

Net interest received on collateral of £7m is reported gross within net investment result for interest income of £31m and in

finance costs for interest paid of £(24)m. The remaining impact on Net investment result, and IFRS PBT, from investment and

economic movements of £89m (2024: £57m) relates to changes in exchange rates, long-term interest rates, and where the

impact on the investment portfolio backing insurance contracts does not perfectly match the impact on reserves.

Highlights from Condensed consolidated statement of financial position

The table below presents selected items from the Condensed consolidated statement of financial position. The information

below is extracted from the statutory consolidated statement of financial position.

31 December

2025

£m

31 December

2024

£m

Assets

Financial investments 37,273 34,390

Reinsurance contract assets 2,055 2,067

Cash available on demand 758 808

Other assets 688 657

Total assets 40,774 37,922

Share capital and share premium 199 199

Other reserves 944 944

Retained earnings (355) (219)

Total equity attributable to ordinary shareholders of Just Group plc 788 924

Tier 1 notes 322 322

Total equity 1,110 1,246

Liabilities

Insurance contract liabilities 31,386 27,753

Reinsurance contract liabilities 125 94

Payables and other financial liabilities 7,344 7,889

Other liabilities 809 940

Total liabilities 39,664 36,676

Total equity and liabilities 40,774 37,922

The amounts reported in the Condensed consolidated statement of financial position above for Insurance and Reinsurance

contracts include our future cash flows, risk adjustment and contractual service margin (“CSM”). The analysis of these as

reported in note 22 is included below.

31 December 2025 31 December 2024

Gross

£m

Net

reinsurance

£m

Net

£m

Gross

£m

Net

reinsurance

£m

Net

£m

Future cash flows 27,351 (813) 26,538 23,970 (838) 23,132

Risk adjustment 1,257 (905) 352 1,052 (732) 320

CSM 2,778 (212) 2,566 2,731 (403) 2,328

Net closing balance 31,386 (1,930) 29,456 27,753 (1,973) 25,780

After tax, the closing CSM is £1,927m (31 December 2024: £1,750m).

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

IFRS net assets

The Group’s total equity at 31 December

2025 was £1.1bn (31 December 2024:

£1.2bn). Total equity includes the

Restricted Tier 1 notes of £322m (after

issue costs) issued by the Group. The

total equity attributable to ordinary

shareholders decreased to £788m

(31 December 2024: £924m).

The closing CSM balance (post-tax)

at 31 December 2025 is £1,927m

(31 December 2024: £1,750m), which

when added to £788m of total equity

attributable to ordinary shareholders

(31 December 2024: £924m) less

£46m (post-tax) intangible assets

(31 December 2024: £39m), results

in Tangible Net Assets of £2,669m or

257p per share (31 December 2024:

£2,635m and 254p respectively), on

which we earned an 8.6% Return on

equity (2024: 15.3%).

Financial investments

During the year, financial investments

increased by £2.9bn to £37.4bn

(31 December 2024: £34.5bn).

Excluding derivatives and collateral,

and gilts purchased in relation to

the interest rate hedging, the core

investments portfolio on which we

take credit risk increased to £29.8bn.

The increase in the portfolio has been

driven by investment of the Group’s

£4.3bn of new business premiums and

credit spread tightening, offset by the

increase in long-term risk-free rates

at the end of the period compared

to 2024 year-end, which decreases

the market value of the assets (and

matched liabilities). The credit quality

of the Group’s £21.5bn bond portfolio

remains resilient, with 64% rated A

or above (31 December 2024: 62%),

35% BBB, and 1% or £186m across 13

credits rated BB or below (of which

£70m has been upgraded since year

end to BBB).

We have positioned the portfolio with

a defensive bias. The Group has very

limited exposure to those sectors that

are most sensitive to structural change

or macroeconomic conditions, such

as auto manufacturers, consumer

(cyclical), energy and basic materials.

The Group has further increased its

infrastructure investments, driven by

new private placement assets, and

selectively increased the commercial

mortgages investments.

Business Review continued

We continued to add a significant

amount of government bonds due to

the continued tight corporate credit

spread environment, with excess

gilts expected to be recycled into

corporate credit and illiquid assets

as opportunities arise. The BBB rated

bonds are weighted towards the

most defensive sectors including

infrastructure, utilities, communications

and technology, and consumer staples

including healthcare.

We prudently manage the balance

sheet by hedging all foreign exchange

and inflation exposure, and continue

to execute strategic interest rate

hedging. This involves the purchase

and accumulation of a £4.0bn held

to maturity long dated gilts portfolio,

which are held at amortised cost under

IFRS. In the Solvency II balance sheet,

this portfolio is held at fair value and

used to manage interest rate volatility.

Illiquid assets

To support new business pricing,

optimise back book returns, and to

further diversify its investments,

the Group originates illiquid assets

including infrastructure, real estate

investments, private placements and

lifetime mortgages. Income producing

real estate investments are typically

much longer duration and hence the

cash flow profile is very beneficial,

especially to match DB deferred

liabilities.

In 2025, we funded £2.2bn of illiquid

assets, which represents 51% of new

business premiums. Over the past

three years, we have progressively

increased our investments capability,

and are now directly originating from

particular illiquid asset classes (e.g.

social housing, private placements,

infrastructure and commercial

ground rents), in addition to lifetime

mortgages. In parallel, we also

originated illiquid assets via a panel of

11 specialist external asset managers,

each carefully selected based on

their particular area of expertise. In

future, we will gain access to the

investment expertise at Brookfield

Asset Management. Our illiquid asset

origination strategy allows us to

efficiently scale origination of new

investments, and to flex allocations

between sectors depending on market

conditions and risk adjusted returns.

To date, Just has invested £7.8bn in

non-LTM illiquid assets, representing

27% of the investments portfolio

(31 December 2024: 24%), spread

across over 350 investments (average

£22m), both UK and abroad. We have

invested in our in-house credit team as

we have broadened the illiquid asset

origination, and work very closely

with our specialist asset managers on

structuring to enhance our security,

with a right to veto on each asset.

Lifetime mortgages at £6.0bn represent

20% of the investments portfolio, which

we expect to gradually reduce over

time as we originate fewer new LTMs

and diversify the portfolio with other

illiquid assets. The loan-to-value ratio of

the in-force lifetime mortgage portfolio

was 41% (31 December 2024: 39%),

reflecting the gradual seasoning of the

mortgages across our geographically

diversified portfolio. In 2025, shareholder

funded LTM advances were £421m

(2024: £326m), as we reacted to

the tight spreads on public credit by

originating a greater proportion of illiquid

assets and gilts.

Green and social assets

Over the three years from 2023-25, we

invested £893m in eligible green and

social assets (target: £825m). These

assets contributed towards completion

of our £400m green and social asset

allocation commitment arising from

the sustainability tier 2 bond issued in

September 2024. Eligible investments

include green buildings, renewable

energy, clean transportation, access

to essential services, and affordable

housing. Example investments are

included on pages 18 and 19.

During 2025, we invested £230m in

green buildings, a significant increase

on previous years. This reflects broader

market developments, including stronger

tenant and landlord preferences for

more sustainable, energy-efficient

assets. These investments help reduce

long-term financial risk and deliver

attractive risk-adjusted returns,

while supporting our sustainability

strategy and contributing to positive

environmental and social outcomes.

The sector analysis of the Group’s

financial investments portfolio is

shown on the next page. The portfolio

continues to be well diversified across

a variety of industry sectors.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

31 December

2025

£m

31 December

2025

31 December

2024

£m

31 December

2024

Basic materials 97 0.3 109 0.4

Communications and technology 967 3.2 1,154 4.3

Auto manufacturers 50 0.2 85 0.3

Consumer staples (including healthcare) 1,114 3.7 1,226 4.5

Consumer cyclical 165 0.6 178 0.7

Energy 214 0.7 278 1.0

Banks 1,325 4.5 1,469 5.4

Insurance 864 2.9 745 2.8

Financial – other 796 2.7 590 2.2

Real estate including REITs 651 2.2 630 2.3

Government 4,867 16.4 3,081 11.4

Industrial 558 1.9 524 1.9

Utilities 2,236 7.5 2,452 9.1

Commercial mortgages

1,327 4.5 809 3.0

Long income real estate

1,776 6.0 1,808 6.7

Infrastructure 4,438 14.9 3,512 13.0

Other 41 0.1 43 0.2

Bond total 21,486 72.3 18,693 69.2

Other assets 1,030 3.5 888 3.3

Lifetime mortgages 6,015 20.1 5,637 20.9

Liquidity funds 1,234 4.1 1,792 6.6

Investments portfolio 29,765 100.0 27,010 100.0

Derivatives and collateral 3,645 3,564

Gilts (interest rate hedging) 3,996 3,951

Total 37,406 34,525

1 Includes investment in trusts which are included in investment properties in the IFRS Consolidated statement of financial position.

2 Includes direct long income real estate and where applicable, investment in trusts of £133m which are primarily included in investments accounted for using the

equity method in the IFRS Consolidated statement of financial position. Long income real estate includes £1,622m commercial ground rents/income strips and

£154m residential ground rents.

Events after the reporting period

In January 2026, the Government published the draft Commonhold and Leasehold Reform Bill, aimed at phasing out the current

leasehold system in England and Wales. Key proposals include banning new leasehold flats, making commonhold the default

tenure, capping ground rents at £250 per annum (reducing to a peppercorn), and abolishing forfeiture. Announcements

from the previous Conservative government and the King’s Speech following the election of a new Labour government in

May 2025 meant that the Group had been closely monitoring the new Government’s agenda and the possible impact of this

on the Group’s £154m portfolio of residential ground rents. The value of these assets had previously been adjusted to reflect

an expected increase in credit spread and a consequential increase in the credit risk deduction for default. The Group has not

made any change to the approach for determining this adjustment as at 31 December 2025. For further information see note

34 Post balance sheet events.

Given the proximity to concluding the acquisition by Brookfield Wealth Solutions Ltd, the Board is not recommending the

payment of a final dividend.

Mark Godson

Group Chief Financial Officer

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Scope 1 and 2

NET ZERO

BY 2025

All emissions

50%

REDUCTION

BY 2030

(includes all Scope 3

emissions categories as

per GHG protocol)

All emissions

NET ZERO

BY 2050

(includes all Scope 3

emissions categories as

per GHG protocol)

OUR COMMITMENT

TOWARDS NET ZERO

Achieving

our first

net zero

target

Sustainability: TCFD

Our sustainability strategy has three pillars:

Making a positive impact

Leaving a responsible footprint

Creating a fair world

You can discover more about our

sustainability story on our Group website

justgroupplc.co.uk/sustainability

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Achieving our first

net zero target

Just set an ambitious target to reach

net zero in our own operations (Scope

1 direct emissions and Scope 2 indirect

emissions) by the end of 2025 and

we are proud to report that we have

achieved this. Our Scope 1 and 2

emissions have seen an absolute

reduction of 92% (663 tCO

e) against

our 2019 baseline year. In line with

the Science Based Targets initiative’s

standards for net zero, having made

a 90% minimum absolute reduction

against baseline, we have retired

some of our available carbon credits

(equivalent to 60 tCO

e) to achieve the

final reduction required to reach net

zero.

Our carbon credits were obtained

through a tree planting partnership

with EcoTree and have already

certified 59,518 tCO

e of ex-ante

credits for use against our net zero

target. These carbon credits originated

from the planting of 250,000 trees

over a five year period (2021 – 2025)

across four sites in the UK and France

and have been verified by Bureau

Veritas.

In line with our ambitious nature, we

will continue to make further absolute

reductions in Scope 1 and 2 in the

coming years. By 2027, we anticipate

a 99% absolute reduction in these

combined scopes. This has been

possible due to the implementation of

our new property estate strategy, due

to our offices’ transition to a mixture of

renewable electricity from Renewable

Energy Guarantees of Origin

(REGO)

certified energy, augmented by on-

site renewables. The remaining 1% of

our emissions will come from shared

facilities at one of our three tenanted

properties we will occupy, with the

other two buildings being completely

powered from renewable sources.

We feel this voluntary step allows

us to acknowledge that we still have

some indirect gas emissions from

our tenanted offices footprint, and

to take responsibility to engage with

our landlords to assist with their

own transition.

1 The Renewable Energy Guarantees of Origin

(REGO) scheme provides transparency

to consumers about the proportion of

electricity that suppliers source from

renewable electricity.

1000

2025

2026

2027

200 300 400 500 600 700 800

2019

2020

2021

2022

2023

2024

Gas Electricity

(market)

Target Net Zero

threshold

Methodology: We have used the GHG Protocol Corporate Accounting and Reporting Standard (revised

edition), and 2025 emission factors from the Department for Energy Security and Net Zero. The organisational

boundary of our emissions reporting is operational control. Our operational boundary, comprises our directly

owned and leased offices and building emissions (including gas, fugitive gas, and electricity) as well as Scope 3

categories 1, 3, 4, 5, 6, 7 and 15. We use both a sales intensity metric (tonnes of CO2e per £m retirement income

sales) and an employee intensity metric (tonnes of CO2e per employee) to normalise our data and provide

useful performance indicators. Eshcon Ltd conducts an annual review of Just Group plc’s data collation and

calculation processes and provides verification of the GHG Emissions Statement to ISO 14064-3 standards,

with the exception of our investments emissions (Scope 3, category 15). We are in the process of setting

near and long-term targets aligned with a 1.5°C science based target trajectory for our investment-related

emissions. 100% of the reported emissions relate to emissions in the UK area.

tCO

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Sustainability: TCFD continued

Leaving a responsible footprint

We are proud to have achieved our

first net zero target: net zero by

2025 in our Scope 1 and 2 emissions.

Despite this significant achievement,

we acknowledge that there is still

more work to be done and each year

that passes brings a greater sense of

urgency for meeting the goals of the

Paris Agreement on climate. We look

now to our 2030 target to reduce our

Scope 3 (value chain) emissions by

50% against our 2019 baseline. Our

investment activities make up the

majority of our Scope 3 emissions,

and as of 31 December 2025, we have

achieved a 46% emissions reduction on

our investment portfolio (on a tCO

e/$m

nominal invested intensity basis). The

carbon footprint for our investments

does not include reinsurance assets,

cash and cash equivalents, derivatives

and liquidity funds.

This year marks the first year all

applicable Scope 3 categories (1, 3, 4,

5, 6, 7, 15) have been included in our

calculated emissions and reporting.

We continue to make notable progress

in areas such as business travel (64%

absolute reduction) and employee

commuting and homeworking (30%

absolute reduction). In 2026, we plan

to understand how we can actively

make reductions across all our Scope 3

emission categories ahead of publishing

an updated Transition Plan in 2027.

The development of a comprehensive

suite of reporting and methodologies

is the first step in helping us realise

this ambition. We are proud that this

year our TCFD report publicly presents

figures across all applicable Scope

3 categories, providing even greater

transparency. We are continuing with

colleague education on the impact of

climate change both on our world and

our industry.

This year, we launched our first internal

Environmental, Social and Governance

training module, accessible to all

colleagues and developed by Just

and our chosen training provider. This

bespoke training offers our people a

better understanding of how climate

change will affect the financial services

industry, the risks and opportunities,

what we are doing at Just and what

our colleagues can do to help support

our sustainability strategy and take an

active role.

99%

of our purchased electricity

is from renewable sources

(REGO certified)

Net Zero

in Scope 1 and 2 emissions

£893m

Amount invested in green &

social assets between 2023

and 2025

Creating a fair world

Creating a fair world is directly

influenced by the way we carry out

our business and also the way we

treat each other, namely colleagues,

customers, suppliers, or members of

the wider society.

We have committed to: The HM

Treasury Women in Finance Charter,

The BITC Race at Work Charter, The

Centre for Ageing Better’s Age-friendly

Employer Pledge, The Workplace

Menopause Pledge, The ABI’s

Transparency on Parental Pay and

Making Flexible Work campaigns, the

Asset Owner’s Diversity Charter and the

Disability Confident Employer Scheme.

We are members of the Group

for Autism, Insurance, Investment

and Neurodiversity, and the UK

Stewardship Code.

This year we have partnered with

impact platform, OnHand, allowing

colleagues to track their sustainability

actions alongside local opportunities

to do good.

You can read more about Creating a

fair world within our Colleagues and

Culture section on pages 52 to 55.

Making a positive impact

The majority of our Scope 3 emissions

come from our investments. Our

current progress is encouraging,

demonstrating that a transition to a

green economy and the unlocking of

associated investment opportunities

can still come with the same, if not

better returns. So far we have made

an emissions reduction of 46% on

our investment portfolio, whilst still

achieving growth in line with our

ambitions. Our Responsible Investment

Framework has been instrumental in

driving significant emissions reductions

across our investment portfolio to date;

however, we acknowledge that there

is still substantial progress to be made.

We remain committed to continuing to

invest in assets that support a positive

impact having achieved £893m of

investments in green and social assets

between 2023 to 2025, inclusive.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Below, we provide a breakdown of all emission categories relevant to Just, as per

the Greenhouse Gas Protocol. We do not consider Scope 3 categories 2 and 8-14,

inclusive, to be relevant to us due the nature of our business. For our Scope 3

emissions, our investments (category 15) make up the majority and we have made

good progress in reducing these by 46% since 2019. We are on course to reach our

50% overall emissions reduction target by 2030.

Emissions – tCO

2025 2024

2019

(baseline year)

Scope 1 natural gas and fugitive gas

78 70 144

Scope 2 purchased electricity 183 202 579

Total emissions (location based) 261 272 723

Scope 1 natural gas and fugitive gas

59 70 144

Scope 2 purchased electricity 1 2 579

Total emissions (market based) 60 72 723

Scope 3 fuel and energy-related activities 31 30 155

Scope 3 upstream transportation

and distribution 206 238 75

Scope 3 waste generated in operations 5 5 3

Scope 3 business travel 198 166 554

Scope 3 employee commuting/homeworking 1,003 1,016 1,438

Emissions – tCO

per £m

Scope 3 purchased goods and services

n/a 3,827 2,131

Emissions – tCO

per $m nominal invested

Scope 3 investments

155 215 290

Usage – KwH

Scope 1 natural gas and fugitive gas 425,771 382,241 780,517

Scope 2 purchased electricity (location based) 1,035,296 974,407 2,265,415

Scope 2 purchased electricity (market based) 3,776 7,552 2,265,415

Market based Location based

Intensity ratios

2025 2024 2025 2024

tCO

e per £m sales 0.00 0.01 0.00 0.04

tCO

e per FTE 0.05 0.05 0.19 0.20

1 Tonnes of carbon dioxide equivalent (“tCO

e”).

2 Fugitive emissions (nil) are based on any on-site chiller system refrigerant gas escape.

3 The baseline has been restated due to an improvement in historic data.

4 Data is reported with a one-year lag. Supplier emissions data is mainly available from larger

organisations, so extrapolating across the full supply chain may overstate emissions by inflating

averages. This effect should reduce as more, smaller suppliers begin measuring and reporting

emissions. In 2024, data covered 49% of suppliers by spend (47% in 2019).

5 Data as of 31 December 2025. Prior year was as of 28 June 2024. We have restated our baseline for the

credit portfolio, given more accurate data has become available. See page 40 for a breakdown.

6 Intensity ratios based on Scope 1 and Scope 2.

44%

women in the most senior

population* exceeding our

40% by 2026 target

38%

of the plc board are women

(as at 31 December 2025)

13%

of senior leadership are from

ethnic minority backgrounds,

target of >16%*

£111k

donated to charity by the

business and our colleagues

in 2025

* The ‘senior population’ definition for our

December 2026 targets have been aligned

with the HM Treasury Women in Finance

Charter and comprises Executive committee

members and their direct reports.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Sustainability: TCFD continued

Carbon footprint – investment portfolio

The carbon footprint breakdown of our credit and LTM portfolios are shown in the table below. The emission figures are shown

for both our baseline year (2019) and 2025. We recognise that carbon footprint calculations can involve double counting, so

our data has been disclosed by scopes. Our carbon footprint for the credit portfolio does not include reinsurance assets, cash

and cash equivalents, derivatives and liquidity funds.

Our credit portfolio financed emissions represents 100% of the in-scope assets. This coverage reflects both the percentage of

the Partnership for Carbon Accounting Financials (“PCAF”) aligned data (data quality scores 1 to 5) and the percentage of data

we have estimated using internal sector averages. Our sector averages are calculated in line with the principles of PCAF.

The coverage shown in the table below is the percentage of data that has PCAF data quality scores 1 to 5 only.

In 2025, we have utilised analytics to challenge movements within our credit portfolio financed emissions. As at 31 December 2025,

c.24% of our data was calculated using sector averages. This includes 14% which relates to investments made towards the end

of the year after our last data collection. It also includes data that we have overridden due to lack of supporting information

provided by our third party provider. We expect data quality to improve in future years, therefore reducing the percentage

of data in our credit portfolio requiring sector averages.

Investment portfolio 2025

2019 (baseline year)

Credit portfolio

(tCO

e/$m nominal invested)

Scope 1 and 2: 66

Scope 1 and 2: 92

Scope 3: 123

Scope 3: 343

Coverage: (Scope 1, 2 and 3): 76%

Coverage: (Scope 1, 2 and 3): 77%

3.4

LTM portfolio

(tCO

e/$m nominal)

Scope 1 and 2: 9.2 Scope 1 and 2: 10.3

Coverage (Scope 1 and 2): 100% Coverage (Scope 1 and 2): n/a

Combined

(tCO

e/$m nominal invested)

Scope 1 and 2: 55 Scope 1 and 2: 64

Scope 3: 100 Scope 3: 226

1 Date as at 31 December 2025.

2 A combination of latest available reported and estimated data has been used to calculate the carbon footprint of the credit portfolio using nominal values; this

includes our third party data provider aiming to apply the principles under version one of the PCAF Financed Emissions Standard. For asset classes where no

approach has yet been identified by PCAF, our third party data provider has applied an appropriate approach that is similar to the PCAF standard. Where data

was not available an unweighted sector average was applied to produce a full portfolio footprint. Data could be subject to change due to improvements in data

quality going forward.

3 We have restated our baseline for the credit portfolio, given more accurate data has become available.

4 Percentage represents the proportion of our portfolio with PCAF aligned data (data quality scores 1 to 5). Data coverage varies across individual scopes of

emissions, therefore the weighted average of coverage across all scopes is shown.

5 The LTM portfolio’s carbon footprint is calculated using actual emissions from the Energy Performance Certificate (“EPC”) where it exists and is active, and are

modelled emissions for the rest of the portfolio. The EPCs are associated for those properties secured against a LTM. Electricity is based on a rolling 12 month

average CO

intensity factor from the National Grid based on the Distribution Network Operator for the region where that property is located. For other sources,

the most recently published intensity factors from the Department for Energy Security and Net Zero ‘Government conversion factors for company reporting of

greenhouse gas emissions’ report is used in place of the SAP 2012 factors. For 41% of properties we use the rating on the record, and for 59% of properties we

use an estimated rating. The results of the existing data were then extrapolated to represent the whole portfolio. There is not an emissions standard for LTMs.

We calculated the emissions intensity based on the PCAF residential mortgage standard. The contribution of an individual property to the carbon emissions

of the overall portfolio is based on current loan-to-value ratio of the relevant LTM. We have used the current loan balance and property value to calculate the

loan-to-value ratio.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategy and governance

Strategic overview

We have built our sustainability strategy around the United Nations’ Sustainable Development Goals and three guiding themes:

Making a positive impact, Leaving a responsible footprint and Creating a fair world. The strategy is aligned to those Sustainable

Development Goals where we believe we can make the most difference.

We have already achieved net zero in our Scope 1 and 2 emissions and are committed to reaching net zero in all other

emissions (Scope 3) by 2050, with a 50% reduction overall by 2030. This commitment also aims to align with the Association of

British Insurers’ Climate Change Roadmap, published on behalf of the insurance industry.

We also remain committed to setting targets validated by the Science Based Targets initiative for both the near and long term.

This year the Science Based Targets initiative have granted an extension to submission deadlines for financial institutions,

which we have accepted. The timing of our submission for validation will therefore align with the revised deadline of 2027.

In 2024, we published the second iteration of our Transition Plan, which can be found on our Group website:

www.justgroupplc.co.uk/sustainability. In 2027, we will publish the third iteration of our Transition Plan.

Making a

positive impact

Creating a

fair world

Leaving a

responsible footprint

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Sustainability: TCFD continued

The Group’s strategic objectives are aligned to business growth. Careful planning is needed to achieve growth without an

undue impact on our transition to net zero. Climate change and wider sustainability issues are important considerations when

we make strategic decisions as a business. Just incorporates sustainability into the Group strategy development process

and subsequently the Group strategy execution plan. The sustainability strategy progress is monitored monthly by the Group

Executive Committee and quarterly by the Group Board. The link between our Group strategic objectives and those of our

sustainability strategy (our three sustainability pillars), is summarised below:

Our pillars Our commitment How will we achieve our ambition? 2026 focus

Link to Just’s

strategic objective

Making a

positive

impact

Develop and offer

sustainable products

Innovate to support our existing

and new customers by delivering

sustainable products

Explore propositions to support our

customers

Increase our green

financing opportunities

Look for further opportunities to fund

green and social assets

Continue allocating in line with

existing targets

Leaving a

responsible

footprint

Protect our business Grow in a sustainable way so Just

remains strong for future colleagues

and customers

Further embed sustainability into

strategic planning

Invest responsibly Continue to integrate responsible

investment criteria into our

investment decisions

Continue enhancing our approach to

responsible investment integration

within investment decision-making,

including considerations around

nature

Attain net zero in our

Scope 3 emissions by

2050 (including a 50%

reduction by 2030)

Decarbonise our investment portfolio Submit targets for validation from the

Science Based Targets initiative

Continue to support our colleagues

in finding ways to reduce their

own emissions

Encourage further uptake of our

new in-house ESG training module.

Develop a Travel Action Plan for

our office locations to identify and

embed sustainable travel initiatives

for our people

Engage with our supply chain and

partners to understand their plans for

net zero and encourage reductions

Continue engaging and offering

stewardship to our supply chain

partners, where possible

Creating a

fair world

Manage with

good governance

Continue to integrate sustainability

throughout our business and ensure

it is governed to a high standard

Increase employee’s awareness

of sustainability issues through

training, communications and

engagement opportunities

Improve inclusion and

belonging

Build an inclusive workforce where

colleagues feel a strong sense of

belonging

Monitor and review progress against

our ethnicity and gender targets

Support health and

well-being of our

colleagues

Continue to deliver against our strategic

objective of building a workforce that is

proud to work at Just

Retain a positive and

supportive culture

Support our

customers (poverty

income and housing)

Continue to provide sound and helpful

advice and continue to provide support to

our charitable partners

Increase awareness of initiatives to

support our customers

Strategic priorities

Grow

sustainably

Scale with

technology

Be recommended

by our customers

Reach new

customers

Be proud to

work at Just

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Sustainability and climate change governance

The Group Board is responsible for setting the Group’s sustainability strategy and targets. The Group Chief Executive

Officer is responsible for delivery of the sustainability strategy and associated emissions targets, delegating responsibilities,

as appropriate, to management and various governance bodies shown in the table below. The Director of Sustainability

& Responsible Investments has been designated the responsibility of the Senior Management Function for climate and

sustainability. The Group Board also includes a sustainability sponsor responsible for ensuring the Board is appropriately

discussing sustainability matters, including climate change. For information on the sustainability skills of our Board, please

refer to the skills and expertise matrix on page 95. A section of the Group Executive Committee and the Group Board meetings

are dedicated to sustainability on a quarterly basis. More information on the activities of the Group Board in the reporting

year can be found in the Governance section on page 81. Our governance structure is regularly reviewed to ensure it remains

appropriate for the business and ensures sustainability matters are given sufficient time and debate at the appropriate level.

The frequency and level of oversight are listed in the table below:

Focus Area Frequency Chair/Owner

Responsible Lead

1 Sustainability lead

(Non-Executive

Director)

Responsible for championing sustainability at Board level Ongoing Mary Kerrigan

Meets regularly with executive and senior management to discuss

sustainability initiatives and emerging developments

Quarterly

2 Group Chief

Executive Officer

Executes the sustainability strategy Ongoing David Richardson

3 Director of

Sustainability

and Responsible

Investments

Oversees and communicates sustainability initiatives to the business.

Holds the delegated senior management function for identifying and

managing financial risks from climate and sustainability

Ongoing Rowena Dailey

Committees

4 Group Board Sets sustainability strategy and targets Annual Board Chair

Receives updates on sustainability initiatives and activities Quarterly

Approval of the Annual Report and Accounts, which includes

sustainability reporting

Annual

5 Group Executive

Committee

Oversees new sustainability initiatives including emissions reduction

strategies

Quarterly Chief Executive Officer

Monitors progress of ongoing sustainability initiatives and activities Quarterly

Oversees progress to reach our diversity and inclusion targets Quarterly

Reviews any proposed changes to our sustainability strategy and targets Annual

Tracks sustainability management information and progress against the

Group Strategy Execution Plan

Monthly

6 Group Audit

Committee

Reviews the appropriateness and clarity of climate related disclosures

and compliance with financial reporting standards in the annual report

Annual Chair of Audit Committee

7 Group Nomination

and Governance

Committee

Considers sustainability as part of the skills gap analysis and any impact

on succession planning for future director appointments

At least

annually

Board Chair

8 Group Risk and

Compliance

Committee

Receives an update on the status of various climate risk actions and any

concerns about the delivery of the actions

As required Chair of Group Risk and

Compliance Committee

Oversees sustainability and climate-related risks in the full group ORSA

and quarterly ORSA updates

Annual and

quarterly

Consider sustainability and climate-related risks within the Risk Appetite

Framework

At least

annually

9 Group Executive

Risk Committee

Considers the reports for Group Risk and Compliance Committee prior

to submission

As per 8 above Chief Risk Officer

10 Remuneration

Committee

Formulates and monitors performance-related criteria for Executive

Directors and Senior Management (see page 105), which include

relevant sustainability targets

Annual Chair of Remuneration

Committee

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Sustainability: TCFD continued

Focus Area Frequency Chair/Owner

Committees continued

11 JRL and PLACL

Investment

Committees

Approval of the Responsible Investment Framework which forms part of

the overall investment strategy

Annual Chair of JRL and PLACL

Investment Committees

Oversight and review of ongoing adherence of investment activities to

meet the Group’s net zero commitment

Quarterly

Oversight and review of climate risks impacting the investment portfolio Quarterly

12 JRML Board Oversight of approach to reduce the emissions associated with the LTM

portfolio to support our net zero commitments

Quarterly Chair of JRML Board

Oversight and review of climate risks impacting the LTM portfolio Annual

13 Sustainability

Bond Forum

Reviews the assets eligible for allocation to green and sustainability

bonds issued by Just, against our Sustainability Bond Framework

Quarterly Director of Sustainability

and Responsible

Investments

14 Executive

Sustainability

Steering Committee

Oversight and approval of the implementation of various sustainability

initiatives across the group and recommends items to the Group

Executive Committee and other committees as appropriate. Reviews

the appropriateness and clarity of climate-related disclosures

Quarterly Director of Sustainability

and Responsible

Investments

15 Sustainability

Working Group

Monitors the status of various sustainability initiatives and risks,

reporting into the Executive Sustainability Steering Committee. Act as

a forum for the sharing of knowledge relating to existing and future

sustainability related activities, market and regulatory developments.

Monthly Sustainability and

Reporting Manager

Risks and opportunities

The management, identification and

disclosure of climate-related risks and

broader sustainability risks are key for

Just. We recognise that the potential

impact from these risks may influence

Just’s strategy. We also recognise that

sustainability and climate-related risks

impact many of the other types of risks

faced by Just, such as credit, market,

operational, reputational, compliance

and legal.

We consider our business and strategy

to be sufficiently resilient and prepared

against climate change risk. We

acknowledge that there is still more

that we can, and plan, to do.

The management of sustainability and

climate change risk are embedded within

Just’s risk governance and management

structures and reflected within Just’s

Enterprise Risk Management Framework

as both a risk theme and also as a risk in

its own right.

Within Just’s risk management system,

controls are linked to both the core

risks and the sustainability and

climate change risk. This ensures that

the relevant business area remains

responsible for managing the risk, whilst

also allowing visibility by the Group

Sustainability team.

Climate scenario analysis

We conduct climate scenario analysis

on an annual basis. Scenario analysis

remains a key tool for ensuring we

have a deep understanding of the risks

and opportunities the Group faces over

a long-term time horizon.

From this, we better understand what

early warning indicators we may

need to be looking out for and what

management actions we can take;

both now to help prevent the risks

from materialising or weaken their

impact upon the business if they did

materialise, and what actions we may

want to take in the future.

Three Network for Greening the

Financial System (NGFS) scenarios

were used again for 2025. We have

taken an approach to assess the

most extreme transition and physical

risk scenarios to better understand

the extent to which this may affect

the Group, alongside a third scenario

that takes a more ‘balanced’ path. We

have continued to use three scenarios

from the NGFS. These are Delayed

Transition, Net Zero 2050 and Current

Policies. Descriptions can be found

on the NGFS’ website: www.ngfs.net/

ngfs-scenarios-portal/explore

The qualitative side of our scenario

testing exercise for 2025 consisted

of the running of five workshops each

centred around a key risk. These

were: energy supply and business

interruption, litigation and regulation,

insurance (mortality, longevity and

morbidity), residential property

(LTMs) and our investment portfolio.

The workshop discussions then took

each of the three NGFS scenarios

in turn, considering specifically

what risks could materialise in each

scenario, alongside what early warning

indicators and pre-emptive and

mitigatory management actions could

be taken. This enabled us to identify

gaps between what we are currently

doing, what we could do, and what

we may need to consider should

the scenario begin to materialise.

This also gave us an insight into the

opportunities that could exist for us to

capitalise on.

For the quantitative side of the

exercise we utilise MSCI data, by

mapping to the three chosen NGFS

scenarios, to produce an updated

Climate Value at Risk (CVaR) metric

for our investment portfolio (excluding

LTMs, which use a Property Value

at Risk metric). We have chosen not

to disclose these values this year.

We explain this further in the Data

Limitations section on page 50.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Summary of key opportunities

The opportunities to Just are emerging as we develop our sustainability strategy

and the wider transition to a green economy progresses. We believe that certain

opportunities have the potential to materially impact our business by increasing

revenue, while others, although not as impactful, could still offer positive financial

or societal benefits. Below we list those we believe to be material, which are linked

to our strategic objectives to grow sustainably and reach new customers.

Opportunity Timescale

Link to Just’s

strategic

objectives

Investments: Emerging technology and innovation are seen

as potential investment opportunities. New products available

via external asset managers, which focus more specifically on

climate and sustainability objectives, represent an opportunity to

provide diversification across our investment portfolio. Central

government is developing plans to significantly expand the

private and public-private investment opportunities in the net

zero transition.

<5 years

Defined Benefit: There are opportunities to support a diversified

client base of scheme trustees in achieving their responsible

investment and climate change goals. Additionally, as esg

considerations become increasingly important for trustees

when choosing an insurer, we have the opportunity to position

ourselves ahead of the market.

<5 years

Retail: New products are emerging in the market that focus

on responsible investment and ‘green’ products. We are

considering how best to further enhance our approach, products

and services.

5 – 10 years

Disorderly

Orderly

Too little too late

Hot house world

Transitional risk

High

Low

Delayed

Transition

Net Zero

2050

Current

Policies

Physical Risks

Separate CVaR metrics are produced

for both the physical and transition risks

under each of the three scenarios. The

Current Policies scenario does not have

transition CVaR values as it assumes

only currently implemented policies are

preserved so there is no policy risk or

technology opportunity to be realised.

Transition and physical CVaR values are

then combined to give an aggregate

CVaR value for each investment and

the portfolio as a whole, under each

scenario. CVaR data is predominantly

only available for our public investments.

Sector-duration averages are used

to fill gaps in coverage and provide

a proxy for the climate risk of private

investments. The purpose of this data is

to understand, directionally, the potential

impact of different climate change

scenarios on our investment portfolio

and to assist in providing an assessment

of the portfolio’s exposure to physical

and transition risks.

“ The opportunities to

Just are emerging as

we develop our

sustainability

strategy.”

Grow

sustainably

Reach new

customers

Strategic priorities

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Sustainability: TCFD continued

Summary of key risks

The key risks we have identified through our climate scenario analysis can be seen in the table below. The table also shows

whether there have been any changes in risk exposure since the previous reporting period. Additionally, the key risks are

categorised as either a physical or transition risk, or both. Physical risks are those related to the physical effects of climate

change and transition risks are those relating to an economy-wide transition to a low-carbon economy. We treat the timescale

as to when we could expect the risk to become a material concern to the business. Our climate risk assessment remains that

our investment portfolio is the area with the largest potential exposure to climate-related transition and physical risks.

Risk Impact Type Timescale Mitigation 2025 change

More stringent

energy performance

standards for

commercial and

residential property

Property values may fall

below the level of the loan

leading to losses

Transition 5 – 10

years

Fund the Energy Performance

Certificate (“EPC”) ratings for new

LTM customers to improve the

energy performance data we hold

and help borrowers to improve the

energy efficiency of their property.

We already offer discounted

mortgage rates to customers with

more energy efficient homes.

Potential government assistance

for property owners’ energy

improvement costs.

Consider energy performance

ratings when lending on LTMs.

Structure commercial loans to

include key performance indicators

for energy efficiency and other

climate related factors.

No change to risk

identified

Increased impacts

and threats from

flooding and coastal

erosion. Particular

geographical areas

become uninsurable

or uninvestable

For infrastructure and

income producing real

estate, the borrower’s

ability to service and repay

the loan could be affected

by increased cost due to

physical risks

Physical <5 years Potential government action to

protect populated areas.

Review technical and environmental

due diligence reports to avoid

vulnerable infrastructure and income

producing real estate.

No change to risk

identified

Green investments

become difficult to

source or produce

lower yields

Unable to meet the

objectives outlined under

our Responsible Investment

Framework while meeting

investment return needs

Transition <5 years Increase the range of sources of

origination for potential investments.

Availability of green investments

expected to continue to increase

due to Government focus.

No change to risk

identified

Credit investments

seen as exposed to

climate risks lose

market value

Income should continue

but with increased risk of

default if issuers cannot

refinance at an affordable

price

Transition

and

physical

10+ years Reduce and avoid such investments

in line with the Responsible

Investment Framework.

No change to risk

identified

Targets for reducing

emissions are missed

by Just

Reputational damage from

failing to meet stated

commitments

Transition <5 years Commit and align with external

initiatives and guidance required to

reduce emissions.

Monitor progress.

Maintain adherence to our

Responsible Investment Framework.

Enhance LTM proposition strategy

to support customers with energy

efficiency improvements.

Engage with our supply chain to

reduce their emissions.

Identified that

reputational risk

could also come from

investments in certain

sectors deemed to be

incompatible with the

transition to a net zero

economy, even if our

stated commitments

are being met.

Energy load

shedding, rationing

or rapid increase

in prices

Increased costs for

employees and the

business and a reduction in

operational capabilities

Transition 10 years+ Continued monitoring of government

intention around minimum energy

performance standards, energy

security and production capacity.

Increase due diligence on third

party suppliers to assess their

understanding and readiness to

handle energy supply risks.

No change to risk

identified

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Risk Impact Type Timescale Mitigation 2025 change

Damage to server

centres or other

critical third party

infrastructure

Reduction in operational

capabilities or complete

cessation of critical

operations

Physical 10 years+ Continue to conduct annual failover

and disaster recovery tests.

Complete validation of the recovery

capability and resilience of services

from other key suppliers.

No change to risk

identified

Group action

lawsuits against our

business or the wider

financial services

industry

Increased scrutiny of our

climate strategy and those

of the wider industry,

reputational damage, costly

and resource intensive to

defend

Transition 10 years+ Maintain our progress towards

achieving established net zero

targets.

Continue engagement with industry

bodies (such as the ABI), including

monitoring of current and future

climate change related group action

lawsuits.

No change to risk

identified

New climate-

related regulation or

legislation

Increased need for resources

or material adaptation in our

products and services to

remain compliant

Transition <5 years Continue engagement with industry

bodies (such as the ABI) and horizon

scanning.

No change to risk

identified

Mortality, longevity

and morbidity

model assumption

inaccuracies

Model risk failures if the

effects both negative and

positive of climate change

are not properly factored

Physical,

Transition

10 years+ Continue to track behavioural and

health trends and, as needed,

modifying assumptions and

adjusting reinsurance percentages.

No change to risk

identified

Further examination of climate

scenario analysis

For the qualitative part of the analysis,

we chose to conduct five workshops

each focusing on a key risk theme. A

summary of the sub-risks identified

from these are contained in the table

above and a more detailed description

of the findings is outlined below.

Energy supply and business

interruption

Energy supply risks were identified

across all three scenarios. This

includes load shedding, rationing or a

rapid increase in prices. The effects

of this risk include increased demand

for office space, increased costs for

employees and the business and a

reduction in operational capabilities.

Physical risks of severe weather

events could result, in some scenarios,

in damage to our servers or other

critical third-party infrastructure.

Energy security concerns for the UK

were identified as being possible in all

three of our chosen scenarios, with a

view that this risk is already starting

to materialise.

In the ‘Net Zero 2050’ scenario, the risk

was still considered to remain through,

for example, an increase in the

deployment of retrofitting technologies

and associated energy demand.

Current management actions are

helping to manage the risk on our

critical infrastructure, such as annual

failover and disaster recovery tests

that are conducted with our third-party

data centres. Opportunities include

reducing our reliance on fossil fuels,

which is already being addressed

through our property strategy.

Litigation and regulation

Litigation risk comes from class action

lawsuits against Just or the wider

financial services industry. In scenarios

with a high physical risk, windfall taxes

could be introduced on businesses

seen to profit from the negative effects

of climate change, such as life insurers.

Additionally future climate-related

litigation and regulation are uncertain

and could create an increased need

for resources or material adaptation

in our products and services to

remain compliant.

In scenarios where the transition away

from fossil fuels nears completion,

it was considered that the focus

of climate-related class action

lawsuits could start to turn to other

high emitting sectors. The financial

services industry produces the most

emissions from its investments and

it was discussed that in all scenarios,

those who fail to make progress

on decarbonising their investment

portfolio or meet publicly stated

targets, could conceivably become

the new target of such litigation.

The risk of an increase in climate-

related regulations for the financial

services industry materialising was

viewed as already happening with new

legislation and regulation expected in

2026 following multiple consultations

in 2025. Whilst the ‘Current Policies’

scenario looks at an effective freeze on

any further legislation and regulation,

it was considered to be unrealistic.

In a net zero scenario this looked like

an introduction of minimum energy

standards for properties as well as

more stringent prudential regulatory

capital requirements, as regulators

seek to ensure businesses can cope

with the physical losses of climate

change or the transitional burdens.

This could be through increased

quantitative requirements, increased

risk management requirements and/

or increased disclosure requirements,

the latter we are already starting

to see governments and regulators

move towards. Potential opportunities

were identified that could include

the availability of tax breaks or other

financial incentives from central

government e.g. for early-adopters

in a Net Zero 2050 scenario.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Sustainability: TCFD continued

Insurance risk (mortality,

longevity and morbidity)

The Group’s primary insurance risk

exposure is to longevity risk, through

the products we sell. In recent decades,

life expectancy has improved due to

medical advances and lifestyle changes,

which can be expected to continue.

Interacting factors, including government

policy and individual lifestyle choices,

make it difficult to accurately predict

how much climate change could impact

longevity, but this can be expected

to evolve gradually over the years. All

the three scenarios explored could

benefit the profitability of the products

we sell, however consideration needs

to be given to the reliability of models

upon which this is based. Windfall taxes

could be imposed on businesses seen

to profit from the negative effects of

climate change on people, especially

in high physical risk scenarios. In all

scenarios, the inaccuracy of mortality

assumptions could lead to model risk

failures if the effects of climate change

are not properly factored in. Examples

include an increase in mortality from

heat-related deaths and reductions in

mortality from improved air quality or a

society-wide transition to a vegetarian or

low-meat diet. Opportunities discussed

included the creation of an enhanced

insurance product with higher benefits,

in an extreme physical risk scenario,

to address the increased mortality and

morbidity rates. This could provide

better coverage for policyholders and

potentially attract new customers.

There could also be an opportunity

in reviewing the reinsurance on our

back book to capitalise on positive

experience variances, especially in

a scenario with worsening mortality

rates. This could bring a reduction in

costs and improve profitability in light of

worsening mortality rates. Conversely,

in a Net Zero 2050 or Delayed Transition

scenario with a healthier population,

there could be an opportunity to offer

products that cater to a healthier and

longer-living population. This could

include annuities and other retirement

products that provide financial security

for longer lifespans.

Investment portfolio:

We assess the climate risk on our

investment portfolio through a

qualitative and quantitative exercise.

We view the risk both in terms of

transition and physical risk.

Transition risks: The issuers we invest

in could face additional costs due to

the nature and pace of the transition

or, if not enough is done, certain assets

could become stranded.

Physical risks: Depending on their

location, issuers we invest in may face

higher costs from extreme weather

events or sustained asset damage.

There may also be long term or

permanent business interruption

from the physical impacts of a

changing climate.

In general, material increased

costs to the borrower, as a result

of climate change, may affect their

ability to meet their debt repayment

obligations, increasing the risk of

default. Sensitivity analysis of the risk

of default on our credit portfolio is

included in note 16.

Reviewing the risks on a scenario basis,

we concluded that in the Current Policies

scenario physical risks were greatest.

Early warning indicators may include,

significant changes in insurance costs

or coverage, energy usage in warmer

climates and adaptation spending.

Possible management actions identified

to help in this scenario, included

monitoring the impact and frequency of

climate hazards and any action taken as

a result of these.

In the Net Zero 2050 and Delayed

Transition scenarios, transition risks

were greatest. Early warning indicators

may include, policy changes, green

investment volume, technology

emergence and market appetite for

investment in potentially stranded

assets. Possible management actions

identified included leveraging the

insights of external asset managers,

boosting origination capabilities in

emerging technologies and green

assets and continued responsible

investment input into our credit analysis.

Analysis of the portfolio shows

transition CVaR is largely driven by

systemic increases in the transition risk

of the scenario, which are then offset

by the trading activity we are carrying

out to reduce the financed emissions

of the portfolio. This is supported by

a continued decrease in our credit

portfolio financed emissions during

the period, one of the main drivers of

transition risk.

Going forward, we will continue to

monitor how our investment decisions

are influencing the transition risk of

the portfolio.

We acknowledge that we cannot infer

or analyse trends in the physical risk

data to the same extent as transition

risk as there is a requirement to improve

the geospatial accuracy of the physical

risk data that feeds into our CVaR

analysis. We do however undertake a

physical risk assessment as part of the

due diligence process for our private

investments. Improving the accuracy

and sophistication of our physical risk

modelling is a key priority for next year.

Property investment risk

The risk is attributable to both

our LTMs and property-related

investments in our wider investment

portfolio. In high transition risk

scenarios, the greatest risk may come

from the introduction of legislation and

regulation mandating the retrofitting of

properties as well as the introduction

of minimum energy performance

rating standards. Any such legislation

could lead to significant costs for

property owners, with the burden

being passed on to businesses through

their investment interests for property

and a reduction in future investment

opportunities in property.

The introduction of minimum energy

standards or retrofitting technologies

could affect the value of properties

which fail to meet these standards.

Significant costs associated with

retrofitting or repairing properties

could impact the ability of commercial

property owners to repay their debts,

posing a risk to the company’s financial

stability. For residential property

owners, a large number of property

owners could struggle to fund the

needed improvements, without

government funding.

In all scenarios, particularly those with a

high physical risk, flooding is the largest

threat to existing infrastructure and

income producing real estate, followed

by coastal erosion and subsidence.

Linked to these physical risks is the

risk of assets becoming stranded.

Another risk to be considered is the

possibility of compulsory purchase

orders on properties for flood or other

physical risk mitigation defences.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

This would be similar to compulsory

purchase orders made for projects

such as High Speed (rail) 2 but instead

for projects like flood alleviation to

protect towns or other important

national infrastructure.

With scenarios that represent high

transition risks, the demographic

make-up of a geographical area could

amplify this risk. For example, minimum

EPC standards may disproportionally

affect areas with larger proportions

of less-affluent property owners,

suggesting less funds available to pay

for improvements to energy efficiency.

Such a discrepancy could produce a

concentration risk for the geographical

area in question, particularly without

financial assistance from the

government or the relevant local

authorities. From this, a geographical

clustering of stranded or devalued

assets could emerge.

It was identified that for all scenarios,

whether the physical risk or the

transition risk is the prevalent risk,

there could materialise a risk that

particular geographical areas become

uninsurable or uninvestable. For some

areas of the UK already affected

by extreme coastal erosion or

repeated flooding, this risk has

already materialised.

For LTMs, the estimated potential

impact of transition risk on property

values is based on the government

implementing a minimum EPC standard

of C. This has not been confirmed as

a government policy yet. Any impact

would be incremental over a period

of years, as and when loans become

repayable, following the customer’s

death or entry into long-term care. The

impact could be reduced, to varying

degrees, based on any exemptions,

government grants or subsidies to

assist homeowners.

These LTMs are secured against

residential properties located across

the UK. If the sale proceeds from the

property are insufficient to repay the

accumulated loan balance on the death

of or at the entry into long-term care

of the customer, Just would suffer

a loss due to the no-negative

equity guarantee.

Actions we take to mitigate

climate risks on our

investment portfolio

We incorporate responsible investment

and climate change risk management

across all of the teams within the

Investment Function. Our Responsible

Investment Framework sets the

basis for managing the risk exposure

arising from broader environmental,

social and governance risks, including

climate change, and is monitored by

the Investment Committee. At the

broader strategic level, we consider

the overall financed emissions of the

portfolio to assess it’s potential future

decarbonisation pathway.

For the purposes of implementation,

we have split our approach into the

following areas:

• Top down: portfolio management

and asset manager due diligence.

• Bottom up: credit research and

investment due diligence.

Top down:

For internally and externally

managed assets, our approach

to portfolio management seeks

to combine fundamental and

responsible investment data, to

support with meeting our overarching

net zero objectives.

The Investment Function uses outputs

from our proprietary emissions

modelling tool as an input into the

investment decision making process

while seeking more information

directly from issuer reporting, in the

case of internally managed assets,

and via asset managers for externally

managed assets.

For externally managed assets,

we seek to engage with our asset

managers to understand their broader

approach to responsible investment.

We use our internal Responsible

Investment Manager Assessment to

source information on their approach

to responsible investment. This

assessment includes an organisational

questionnaire and an asset-class

questionnaire. This also allows for a

qualitative overlay that is informed

by a number of factors including

responsible investment metrics, such

as the percentage of assets originated

that have science based targets or

are aligned to our Sustainability Bond

Framework.

The outputs of our assessment feed

into a broader manager performance

assessment, the results of which

are presented to the Investment

Committee and communicated to our

asset managers.

More information on our Responsible

Investment Manager Assessment

can be found in our UK Stewardship

Code report, available on our Group

sustainability webpage: www.

justgroupplc.co.uk/sustainability.

Bottom up:

All of Just’s existing and prospective

investments, where we have

veto rights in place, are scored

using our internal Responsible

Investment Classification System.

In 2025 we focused on enhancing

our methodology, ensuring this

was quantitative and robust. Our

Responsible Investment Classification

System includes our Exclusion Policy

and our Responsible Investment

Rating Policy. Our Exclusion Policy

applies negative screens to the credit

portfolio. Existing investments that do

not comply with our Exclusion Policy

are marked ‘Purple’ and are monitored

by our Credit Research and Private

Assets teams through the Responsible

Investment Watchlist to identify

divestment opportunities.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

If a prospective investment has

successfully passed our Exclusion

Policy, it is then given a Responsible

Investment Rating in line with the

Responsible Investment Rating Policy.

• Red – Very high risk. Action: No

new investment, monitored on the

Responsible Investment Watchlist.

• Amber – High risk. Action: Invest

but advanced monitoring required.

• Yellow – Moderate risk. Action:

Investment permitted.

• Green – Low risk. Action:

Investment encouraged.

This ensures a consistent and robust

approach is taken when assessing

environmental, social and governance

risks, including climate-related risks.

Each Responsible Investment Rating

considers environmental, social

and governance controversies. Our

classification system leverages

information from third party data

providers, external asset managers

(where relevant) and information

sourced directly from issuers.

As part of assigning Responsible

Investment Ratings to private assets,

we apply our Sustainability Bond

Framework criteria where relevant.

Investments that align to our

Sustainability Bond Framework, such

as renewable energy generation, are

supportive or enabling of the overall

transition to net zero.

When assigning a Responsible

Investment Rating, a prospective

investment’s financed emissions is

calculated, using reported or estimated

data. Where estimates are used,

they are calculated using the PCAF

guidance, where possible. Where no

underlying data has been provided,

and therefore estimating in line with

PCAF is not possible, sector averages

are applied.

What progress have we

made to improve the climate

risk management of the

investment portfolio?

In 2025, we continued to enhance our

approach to responsible investment in

the following ways:

• Significantly enhanced our

internal Responsible Investment

Classification System to ensure

Responsible Investment Ratings

are robust and quantitative.

• Created a Responsible Investment

Watchlist to identify and monitor

our exposure to restricted or

very high risk names as per

our Responsible Investment

Classification System (those

labelled Purple and Red), as well

as to identify and monitor issuers

with material environmental, social

and governance controversies.

• Maintained signatory status to the

Financial Reporting Council’s UK

Stewardship Code.

• Enhanced our approach to

calculating financed emissions

with a focus on analytics to

challenge outliers and unusual

movements in our data.

• Improved our overall governance

and internal processes, for

example created process notes for

the stages of our credit portfolio

financed emissions calculation

and refined our Credit Portfolio

Financed Emissions Methodology.

On our LTM investments, our property

underwriting assessments allow for

existing flood and coastal erosion

risk. We have undertaken climate

change scenario analysis to improve

our understanding of how our lending

policy and underwriting approach

need to evolve to manage any future

exposure to climate change risk. We

have been engaging with the Equity

Release Council (ERC) and PCAF on

developing a standardised approach

to emissions reporting and to further

support the development of green

lending and retrofit mortgages.

Data limitations

To determine the potential impact on

the credit portfolio, we have used the

data available from our third party

data provider, which predominantly

covers our liquid credit assets, and

then estimated the remaining by taking

sector averages, accounting for the

investment time horizon.

The results of our quantitative analysis,

relating to the credit portfolio (CVaR),

does not include the Group’s cash/

cash equivalent holdings, derivatives,

reinsurance assets, liquidity funds and

sovereign bonds. The exclusion of

sovereign bonds is driven by limitations

in our methodology, however this

is a key consideration for future

enhancements to our assessment.

To produce a full portfolio aggregate

CVaR and carbon footprint, where

data is unavailable via our third party

provider, we apply an unweighted

sector average and consider the

maturity profile of the individual

securities. Sector averages can give an

indication of the climate-related risks a

company may face but do not account

for the company-specific nature of

these risks.

The long-term time horizon for

projections on the investment portfolio

lends itself to greater uncertainty of

potential future impacts. As a result,

whilst some conclusions can be drawn

from our analysis, we acknowledge

that our data and the scenarios we

use, have limitations associated with

them. The CVaR and PVaR are purely

illustrative as they project far into the

future based on assumptions about

our existing portfolio. The longer the

time period that data is projected into

the future, the more uncertainty in the

results. This year we have chosen not

to disclose our CVaR or PVaR results

in numerical terms as a result of this

data uncertainty. In light of the PRA’s

SS5/25, we will assess the usefulness

and reliability of the data outputs of the

CVaR and PVaR. We continue to work

with our third-party data providers to

improve accuracy, reliability and the

decision-making usefulness of the

results. We have made improvements

this year by establishing and analysing

the metrics at an asset-class level for

transition risk. Next year, we will look

to enhance the reliability and accuracy

of our physical risk metrics through the

inclusion of geospatial mapping.

LTM portfolio

For the LTM portfolio, 41% of the

portfolio has an actual EPC rating that

is valid and 59% of the portfolio has

a modelled rating, which affects the

accuracy of the PVaR. This is reflected

in the PCAF data quality score of 3.6.

We anticipate that over time, issuers

will provide greater transparency and

reporting on emissions.

Sustainability: TCFD continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Potential future actions to mitigate climate risks and enhance climate scenario analysis

From our climate scenario analysis exercise we were able to identify some further potential actions we could take to help

mitigate or manage the risks identified and improve the exercise for next year:

• Increase due diligence on third-party suppliers to assess their understanding and readiness to handle energy supply risks.

• Continue to validate the recovery capability and resilience of services from key third party suppliers.

• Continue engagement with industry and UK government bodies and continue dedicating resources to horizon-scanning.

• Gather more granular data on LTM lending purposes to better understand and spot demand for an opportunity to develop

a new product or feature for residential property retrofitting or adaptation lending.

• Include geospatial data in next year’s analysis of our credit portfolio to more accurately understand the physical risk

exposure of our assets.

• Short-term scenarios have recently been made available by the NGFS, which could be used for both qualitative and

quantitative analysis next year. These short term scenarios represent the first publicly available tool offering a dedicated

framework to analyse the potential near-term impacts of climate policies and climate change on financial stability and

economic resilience. Focused on a five-year horizon, results of analysis using these scenarios would have increasing

relevance in informing short-term strategic decision making.

• Expand our analysis to include nature-related risks.

Alignment with TCFD disclosures

In accordance with Listing Rule 6.6.6R(8), climate-related financial disclosures consistent with the Task Force on Climate-

related Financial Disclosures (“TCFD”) are contained in the TCFD section of this report on pages 36 to 50 and in the Risk

Management section on pages 63 to 66.

Information on the Group’s greenhouse gas emissions, energy consumption and efficiency during 2025 are also included in

the TCFD section on pages 37 to 40. In preparing the TCFD disclosures, the Group has considered the guidance for all sectors

and supplemental guidance for insurance companies within the TCFD Annex “Implementing the Recommendations of the Task

Force on Climate-related Financial Disclosures.”

TCFD pillars Recommended disclosures Disclosure location

Governance: Disclose the

organisation’s governance around

climate-related issues and opportunities

a. Describe the Board’s oversight of climate-related

risks and opportunities.

Page 43

Pages 92-97

Pages 102-104

b. Describe management’s role in assessing and

managing climate-related risks and opportunities.

Page 43

Pages 58-61

Strategy: Disclose the actual and

potential impacts of climate-related

risks and opportunities on the

organisation’s business, strategy

and financial planning where such

information is material.

a. Describe the climate-related risks and opportunities

the organisation has identified over the short,

medium, and long-term.

Pages 44-49

b. Describe the impact of climate-related risks and

opportunities on the organisation’s businesses,

strategy, and financial planning.

Pages 44-51

c. Describe the resilience of the organisation’s strategy,

taking into consideration different climate-related

scenarios, including a 2°C or lower scenario.

Pages 44-45

Risk management: Disclose how

the organisation identifies, assesses

and manages climate-related risks.

a. Describe the organisation’s processes for identifying

and assessing climate-related risks.

b. Describe the organisation’s processes for managing

climate-related risks.

c. Describe how processes for identifying, assessing,

and managing climate related risks are integrated into

the organisation’s overall risk management.

Pages 44-45

Pages 44, 49 and 51

Pages 44, and 63-66

Metrics and targets: Disclose the

metrics and targets used to assess

and manage relevant climate-related

risks and opportunities where such

information is material.

a. Disclose the metrics used by the organisation to

assess climate-related risks and opportunities in line

with its strategy and risk management process.

Pages 44-45

b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3

greenhouse gas emissions (GHG), and the related risks.

Pages 37-40, 46 and 47

c. Describe the targets used by the organisation to

manage climate-related risks and opportunities and

performance against targets.

Pages 36-42

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Colleagues and culture

Strong and

distinctive culture

As a business we are galvanized around a

high-performance, purpose-led culture where

our people thrive and are proud to work at Just.

This strong and distinctive culture is

crucial to our organisation’s success

and is a key competitive advantage,

particularly in challenging market

environments. We understand that

a positive culture plays an important

role as a destination employer in our

sector, ensuring that we attract and

retain the right talent to achieve our

ambitious growth plans.

High performance doesn’t happen by

default – it’s driven by design – so in

particular we have focused on:

• Embedding our new behaviours

of ambitious and curious, as part

of The Just Way, with the aim of

colleagues feeling proud to work

at Just

• Specific actions aligned to our

three employee engagement

priorities – workplace environment,

high performing teams and

growth/development – supporting

our commercial priorities

• Nurturing a sense of belonging in

the broadest way, with colleagues

understanding the value of

working at Just as part of a

brilliant employee experience.

Progressing our

engagement priorities

Aligned to our three employee

engagement priorities for 2025,

we communicated our workplace

environment strategy at the end of

March, with a brilliant new office in

Reigate as a customer/operations

hub and a new head office in London,

opening later this year. We are focused

on creating work environments that

help colleagues feel engaged with

their work, drive high performance

and maintain our Just culture.

Workplace

Environment

Growth and

Development

High

Performing

Teams

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

“ …all topics covered

were really useful

to hear about…”

Attendee at October

Group-wide town hall

The Just Way

We are proud that we have good

levels of colleague engagement,

formally surveyed twice a year

through the Peakon engagement tool.

We have a well-defined employee

communications and engagement

strategy, underpinned by our people

processes and policies that focus not

only on ‘what’ we do as a business, but

‘how’ we do it – The Just Way. This is

the golden thread that runs through

our organisational narrative – from

storytelling related to our behaviours

by our senior leaders at our Group-

wide town halls, through to our

performance management system that

places equal value on the ‘how’ as well

as the ‘what’. This is also supported by

a variety of more informal opportunities

such as CEO Lean Coffees and Take on

Board sessions where we encourage

colleagues to be curious and have

conversations with our Non-Executive

Directors and each other.

During 2025 we have taken a number

of opportunities to embed our existing

behaviours (for the customer and

collaborative) and new behaviours

(ambitious and curious) through our

updated performance toolkit and in

briefings held quarterly for both people

managers and all colleagues.

In our learning and development

offerings we have focused on

embedding our new behaviours within

our organisational culture through a

range of initiatives, including Learning

at Work Week, an updated induction

with a digital, collaborative game

and new practical toolkits. Group-

wide activities have been supported

and reinforced at a functional level,

including town halls being structured

around a different behaviour each

time and ‘Curious September’ with a

dedicated programme of learning and

development opportunities to bring our

core behaviour of being curious to life.

Tone from the top

95%

of colleagues agreed

that they found the

October Group-wide

town hall valuable.

Our digital learning offering

continues to prove valuable,

with many colleagues

accessing LinkedIn Learning

resources. Over 21,000 videos

building a whole range of

skills have been viewed on

a variety of business topics,

with increasing demand for AI,

change and high performing

teams!

11,000+

hours of digital learning

Powering up our

people managers

We know that leaders and people

managers are a critical driver of

engagement and performance. As

such, we have designed and rolled out

development initiatives to strengthen

their capabilities. We have supported

people managers to have the right

feedback and coaching conversations

with team members to drive high

performance and aligned to this, we

have launched new career frameworks

for colleagues to plan their career

at Just.

Our Power Up programme designed

specifically for our people managers

has been extremely well received,

with our people manager index on

Peakon increasing from 83% to

88%. We continue to offer Power

Up masterclasses on relevant topics

and ran our Power Up Live event

with inspirational speakers sharing

stories and best practices on high

performance capabilities. In addition,

we’ve supported peer learning through

Power Up coaching circles, with people

managers gathering in small groups

to share challenges and solutions.

New people managers are invited to

a development programme in their

first few months of joining or being

promoted to ensure they are managing

The Just Way, reinforcing the important

skills and knowledge required to build a

high performing team.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Colleagues and culture continued

“ …these moves are about

creating environments which

will support us all to have a

brilliant experience working at

Just and enable us to deliver

for our customers.”

Ellie Evans

Group Chief People Officer

Delivering our purpose

As well as supporting our customers

in planning for a better later life, we

want to provide the best support

for our colleagues. Working with our

partner and age pioneer champions

55/Redefined we have launched Me/

Redefined – an expert-designed digital

coaching platform which a number of our

colleagues are now benefitting from!

Looking to the future

For the start of 2026 we have

introduced the Just Voice colleague

forum. This is a structured platform

where colleagues can share feedback,

raise concerns and contribute ideas.

In addition to the existing ways that

we gather feedback and support

engagement, this will be an opportunity

to foster an even stronger workplace

culture and drive high performance

through building trust, transparency

and a sense of belonging.

Realising potential

As part of a suite of learning and

development opportunities, many

colleagues are now using the LinkedIn

Learning app for micro learning bursts

on their mobiles, with the AI coaching

functionality giving colleagues a

personal assistant to help them.

More formally, we’ve supported 58

colleagues in gaining professional

qualifications in a range of areas,

including actuarial, customer services,

compliance and project management.

We are committed to leveraging

our Apprenticeship Levy to support

the professional development of

colleagues, with almost 70 colleagues

currently completing apprenticeships

across a range of disciplines,

including AI, pensions administration,

management development and senior

leader programmes.

Supporting early careers

We welcomed our new cohort of

graduates in 2025 who are working

across different business areas and

we also continued to run summer

intern programmes which have been a

successful route into full time graduate

roles for a number of colleagues.

We also hired a number of school

leaver apprentices into the business,

supporting them to learn new skills

and knowledge on a Level 3 Pensions

Administrator apprenticeship and to

apply their learning in their roles within

our Operations team.

For the second year we’ve supported

the Data Driven Futures programme

with work experience for 16–17

year olds from low socio-economic

backgrounds who are looking at

a career within Actuarial. We also

hosted 3 weeks of work experience

for friends and family members over

the summer months, with brilliant

feedback including:

“…teams were given

complicated project

work, that challenged

us and made us think

…if we needed any help

there was always

someone to ask”

Work experience attendee,

August 2025

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Thrive

Allyship to drive action

We completed the fourth year of our

reciprocal mentoring programme

where diverse participants are paired

with senior leaders for conversations

to increase allyship and drive action.

We have also taken part in the 30%

Club Mission Include cross-company

mentoring for the sixth year running

for our diverse talent and the Actuarial

Mentoring Programme specifically for

diverse actuarial talent.

Just Thrive Live

Through our Just Thrive Live event

we engaged with colleagues around

our comprehensive benefit offerings,

increasing the take-up of our offerings.

In support of our climate reduction

targets, and in response to colleague

feedback, we also launched an electric

vehicle salary sacrifice scheme.

A sense of belonging

2025 has been a year in which we

have continued to engender a sense

of belonging for Just colleagues, with

our third flagship Belonging at Just

Week featuring inspirational speakers

and powerful conversations. We were

delighted to win the ‘Championing

Women’s Equality Award’ at the FT

Adviser’s Diversity Awards in June.

The awards aim to showcase the best

initiatives, campaigns and success

stories when it comes to diversity

and inclusion in the financial services

sector. To win the ‘Championing

Women’s Equality Award’ a company

has to demonstrate the equal

treatment and inclusion of women at

all levels of the organisation. Judges

looked at aspects such as working

to reverse any gender-biased pay

disparity, the recruitment processes,

improvements to flexible working

policies, as well as creating a positive

culture in the office where women

can succeed.

Our Diversity, Equity, Inclusion and

Belonging (DEIB) networks have

gone from strength to strength,

bringing people together to share

ideas, listen, support our communities

and celebrate. We’ve launched

our Neurodiversity Nook and our

InterGen Connect Tea & Talk sessions,

celebrated South Asian Heritage Month

for the first time, raised money for

men’s health with mini-golf in offices,

worn it pink to raise money for breast

cancer charities, celebrated Pride

Month and hosted our first Safe Space

conversation on race for Black History

Month. We’ve raised and donated

funds for charity through individual and

collective efforts, including our Just

Oarsome dragon boat race in aid of our

corporate charity partner Hourglass,

uniting us around our purpose and

driving our sense of belonging.

At the end of the year we launched a

new approach to recognition and an

annual colleague awards programme,

ensuring all colleagues feel valued for

the brilliant work they do. Our new

peer-to-peer recognition platform will

empower everyone to celebrate the

everyday wins, both big and small, and

will increasingly embed appreciation

into the fabric of our culture and

support high performance.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Relationships with stakeholders

The Board recognises that the long-term sustainable success

ofJust depends on effective engagement with key stakeholders.

Stakeholder engagement

Colleagues Community and the environment Regulators Suppliers

The team of colleagues at Just who deliver exceptional service to

customers and to the people who support those that deliver the services.

The environment on which our activities have an impact and the

communities in which the business operates.

Organisations who regulate the conduct of firms and their financial

stability.

The companies providing the services, materials and resources to

enable Just to operate the businesses in the Group.

Link to Strategic priorities Link to Strategic priorities Link to Strategic priorities Link to Strategic priorities

What matters to them What matters to them What matters to them What matters to them

• Our colleagues value working for a Group with a clear vision, which

clarifies their roles and fosters a sense of belonging.

• Having a positive employee experience that is defined by a supportive

environment, meaningful engagement, and opportunities for growth.

• Working for a company that promotes open communication to gather

feedback and ideas from employees.

• Providing training, mentoring, and career progression opportunities to

empower staff growth and development.

• Diversity, equity, inclusion and belonging initiatives for building a

dynamic and inclusive workplace.

• Employee wellbeing, supported through the provision of resources

that encourage overall health.

• Hybrid work arrangements to provide flexibility and enhance

work-life balance.

• Strong community and environmental credentials.

• Guidance and support to help individuals transition from work to

retirement.

• Provision of tailored support for vulnerable customers.

• Supporting local and national fundraising initiatives.

• Holding and encouraging responsible environmental practices

throughout our operations, ensuring we leave a sustainable

impact.

• Boards and senior management understand the regulatory

objectives, and seek to ensure good consumer outcomes are

achieved and policyholder commitments are met.

• A culture that supports adherence to the spirit and letter

of regulatory rules and principles.

• Fostering open and transparent communications with

our regulators.

• Positive engagement to encourage effective competition and

consumer protection which results in better customer outcomes.

• Collaborative relationships with open, honest and transparent

communications.

• Fair, transparent and objective process and evaluation criteria

when bidding for new business.

• Fair payment terms which are consistently met within deadlines.

How we engage How we engage How we engage How we engage

• We connect directly every day through line management and by

using a variety of communication channels.

• Feedback is collected using multiple methods, including formal

surveys and informal conversations.

• Our CEO holds quarterly briefing sessions with all colleagues to

reinforce Just’s purpose and share business updates on major

initiatives that support our strategic priorities and help people

achieve a better later life.

• Our CEO also hosts Lean Coffee and informal executive sessions to

discuss topics that are important to our colleagues.

• Non-Executive Directors engage with our colleagues to ensure

their opinions are heard and represented in boardroom discussions.

• We conduct bi-annual employee engagement surveys and develop

action plans at Group, departmental, and local levels.

• Developing colleagues through in-role experience, mentoring,

online learning, and training in ethics, privacy and data security for

all employees and contractors.

• Maintaining a diverse workforce and inclusive culture at Just,

highlighted by our third annual Belonging at Just Week and events

organised by our seven employee networks.

• Providing support and guidance for our colleagues around mental,

physical, social and financial wellbeing.

• Promoting hybrid work to enhance collaboration, innovation, and

Just’s culture.

• Providing volunteering opportunities to positively impact our

local communities.

• We maintain active engagement with the financial advice

community.

• We have and continue to launch initiatives to raise awareness

amongst the financial advice community, aiming to better serve

vulnerable customers.

• Our customer websites provide helpful tips and guidance on a

number of retirement-themed topics.

• Our efforts continue toward achieving our carbon net zero

targets.

• By participating in external sustainability initiatives, such as

conducting a community litter pick to mark World Clean Up Day

across three of our office locations (London, Belfast and Reigate),

collecting over 100kg of litter, and publishing climate-related

disclosures for greater transparency around our progress.

• We maintain an ongoing partnership with EcoTree, a sustainable

forestry management company, to plant trees as part of our

sustainability initiatives programme.

• We partner with charities to support local communities.

• Each year, we support a charity that aligns with our purpose. In

2025, we partnered with Hourglass for the second year running

– a national charity dedicated to end the harm, abuse and

exploitation of older people in the UK.

• Conduct formal meetings with regulatory authorities.

• Provide written submissions in response to consultation documents

and regulatory inquiries.

• Participating in workshops both directly with regulators and

through trade associations.

• Ensuring prompt and constructive engagement with regulators on

key regulatory matters and thematic reviews.

• Executing plans to achieve compliance with new regulatory

requirements.

• Actively contributing to policy development in collaboration with

regulators and trade bodies.

• Preparing and submitting regulatory returns in a timely manner.

• Conduct performance reviews of our key suppliers, enabling all

parties to align expectations and support each other to optimise

delivery.

• Our procurement and outsourcing policy supports fair and

transparent tender processes; suppliers receive written feedback

on their submissions to clarify the outcomes and encourage

continuous improvement. All suppliers are required to comply

with relevant legislation and regulatory standards, acting

ethically and with integrity. Risk-based assessments conducted

on suppliers drive proportionate governance oversight and

engagement with Just.

• Sanctions screening is undertaken for suppliers with significant

spend to ensure that Just and its suppliers remain free of

financial crime risk.

• Oversight of internal controls is maintained to mitigate risks and

ensure the delivery of good customer outcomes.

• Conflicts of interest are assessed to prevent any undue

advantage arising from personal relationships.

• Performance metrics are established with key suppliers at the

outset, providing a basis for measuring ongoing success.

• The Supplier Code of Conduct is communicated to new suppliers

as part of our regulatory obligations, ensuring awareness of

pertinent internal policies.

We recognise that every stakeholder plays a vital role in our success, and we are committed to fulfilling our responsibilities to

each of them. Actively engaging with stakeholders to understand their interests is essential. The summary below outlines our

key stakeholders and details the mechanisms through which the Board and Group interact with them.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Stakeholder engagement

Colleagues Community and the environment Regulators Suppliers

The team of colleagues at Just who deliver exceptional service to

customers and to the people who support those that deliver the services.

The environment on which our activities have an impact and the

communities in which the business operates.

Organisations who regulate the conduct of firms and their financial

stability.

The companies providing the services, materials and resources to

enable Just to operate the businesses in the Group.

Link to Strategic priorities Link to Strategic priorities Link to Strategic priorities Link to Strategic priorities

What matters to them What matters to them What matters to them What matters to them

• Our colleagues value working for a Group with a clear vision, which

clarifies their roles and fosters a sense of belonging.

• Having a positive employee experience that is defined by a supportive

environment, meaningful engagement, and opportunities for growth.

• Working for a company that promotes open communication to gather

feedback and ideas from employees.

• Providing training, mentoring, and career progression opportunities to

empower staff growth and development.

• Diversity, equity, inclusion and belonging initiatives for building a

dynamic and inclusive workplace.

• Employee wellbeing, supported through the provision of resources

that encourage overall health.

• Hybrid work arrangements to provide flexibility and enhance

work-life balance.

• Strong community and environmental credentials.

• Guidance and support to help individuals transition from work to

retirement.

• Provision of tailored support for vulnerable customers.

• Supporting local and national fundraising initiatives.

• Holding and encouraging responsible environmental practices

throughout our operations, ensuring we leave a sustainable

impact.

• Boards and senior management understand the regulatory

objectives, and seek to ensure good consumer outcomes are

achieved and policyholder commitments are met.

• A culture that supports adherence to the spirit and letter

of regulatory rules and principles.

• Fostering open and transparent communications with

our regulators.

• Positive engagement to encourage effective competition and

consumer protection which results in better customer outcomes.

• Collaborative relationships with open, honest and transparent

communications.

• Fair, transparent and objective process and evaluation criteria

when bidding for new business.

• Fair payment terms which are consistently met within deadlines.

How we engage How we engage How we engage How we engage

• We connect directly every day through line management and by

using a variety of communication channels.

• Feedback is collected using multiple methods, including formal

surveys and informal conversations.

• Our CEO holds quarterly briefing sessions with all colleagues to

reinforce Just’s purpose and share business updates on major

initiatives that support our strategic priorities and help people

achieve a better later life.

• Our CEO also hosts Lean Coffee and informal executive sessions to

discuss topics that are important to our colleagues.

• Non-Executive Directors engage with our colleagues to ensure

their opinions are heard and represented in boardroom discussions.

• We conduct bi-annual employee engagement surveys and develop

action plans at Group, departmental, and local levels.

• Developing colleagues through in-role experience, mentoring,

online learning, and training in ethics, privacy and data security for

all employees and contractors.

• Maintaining a diverse workforce and inclusive culture at Just,

highlighted by our third annual Belonging at Just Week and events

organised by our seven employee networks.

• Providing support and guidance for our colleagues around mental,

physical, social and financial wellbeing.

• Promoting hybrid work to enhance collaboration, innovation, and

Just’s culture.

• Providing volunteering opportunities to positively impact our

local communities.

• We maintain active engagement with the financial advice

community.

• We have and continue to launch initiatives to raise awareness

amongst the financial advice community, aiming to better serve

vulnerable customers.

• Our customer websites provide helpful tips and guidance on a

number of retirement-themed topics.

• Our efforts continue toward achieving our carbon net zero

targets.

• By participating in external sustainability initiatives, such as

conducting a community litter pick to mark World Clean Up Day

across three of our office locations (London, Belfast and Reigate),

collecting over 100kg of litter, and publishing climate-related

disclosures for greater transparency around our progress.

• We maintain an ongoing partnership with EcoTree, a sustainable

forestry management company, to plant trees as part of our

sustainability initiatives programme.

• We partner with charities to support local communities.

• Each year, we support a charity that aligns with our purpose. In

2025, we partnered with Hourglass for the second year running

– a national charity dedicated to end the harm, abuse and

exploitation of older people in the UK.

• Conduct formal meetings with regulatory authorities.

• Provide written submissions in response to consultation documents

and regulatory inquiries.

• Participating in workshops both directly with regulators and

through trade associations.

• Ensuring prompt and constructive engagement with regulators on

key regulatory matters and thematic reviews.

• Executing plans to achieve compliance with new regulatory

requirements.

• Actively contributing to policy development in collaboration with

regulators and trade bodies.

• Preparing and submitting regulatory returns in a timely manner.

• Conduct performance reviews of our key suppliers, enabling all

parties to align expectations and support each other to optimise

delivery.

• Our procurement and outsourcing policy supports fair and

transparent tender processes; suppliers receive written feedback

on their submissions to clarify the outcomes and encourage

continuous improvement. All suppliers are required to comply

with relevant legislation and regulatory standards, acting

ethically and with integrity. Risk-based assessments conducted

on suppliers drive proportionate governance oversight and

engagement with Just.

• Sanctions screening is undertaken for suppliers with significant

spend to ensure that Just and its suppliers remain free of

financial crime risk.

• Oversight of internal controls is maintained to mitigate risks and

ensure the delivery of good customer outcomes.

• Conflicts of interest are assessed to prevent any undue

advantage arising from personal relationships.

• Performance metrics are established with key suppliers at the

outset, providing a basis for measuring ongoing success.

• The Supplier Code of Conduct is communicated to new suppliers

as part of our regulatory obligations, ensuring awareness of

pertinent internal policies.

Strategic priorities

Grow

sustainably

Scale with

technology

Be recommended

by our customers

Reach new

customers

Be proud to

work at Just

The section 172 statement can be found on page 59.

Examples of principal decisions taken by the Board impacting

stakeholders are contained within the Governance in

Operation report on pages 86 to 87.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Relationships with stakeholders continued

Our stakeholders

Investors Individuals/Financial advisers/Trustees

The equity and debt investors who invest the capital to finance the

business.

Individuals wanting help with their retirement finances, financial

advisers and trustees accountable for securing good outcomes for

pension members and clients.

Link to Strategic priorities Link to Strategic priorities

What matters to them What matters to them

• Deliver a sustainable business model and manage the capital base

prudently.

• Business performance and executing on opportunities available.

• Returns on investment.

• Sustainability of the Group’s external debt and receipt of scheduled

interest and principal payments.

• Operate in a socially responsible and sustainable manner.

• Security and peace of mind that Just will deliver its promises.

• Financial strength and strong counterparty credentials that

deliver security for advisers, trustees and their members.

• Good value for money and product differentiation.

• Quality of service delivered and good customer outcomes.

• Reputation of the Company.

• A secure asset portfolio with ESG and sustainability credentials.

How we engage How we engage

• Direct investor meetings between investors and company

representatives, including Board members and Executives.

• Results presentations.

• Participation in industry conferences, marketing roadshows,

and engagement initiatives.

• Regular communications.

• Ongoing business and industry news updates.

• Focus on net asset value growth and achievement of performance

metrics and targets.

• Engagement with existing and prospective investors regarding

Just’s performance, strategic developments, and addressing any

concerns or issues.

• Maintained a strong level of interaction with investment analysts,

complemented by management presentations to equity sales

teams at banks and brokers.

• Conducted both international and UK regional roadshows, in

addition to attending multiple investor conferences.

• Operated a dedicated fixed income investor relations programme,

successfully completed a refinancing exercise, and sustained a

stable credit outlook.

• Further enhanced our strategy by establishing clear, specific goals

aligned with key and applicable priorities.

• The Board regularly received comprehensive updates regarding

investor relations activities and feedback from stakeholders.

• Directly by providing regulated financial advice, comprehensive

guidance, and a wide range of customer service solutions.

• Indirectly through collaborations with financial intermediaries and

organisations such as pension schemes and corporate entities.

• Commission surveys and conduct research to gather feedback

from customers, advisers, and trustees to assess how effectively

Just is delivering its services and meeting the needs of our target

customers.

• Convene and participate in industry events to unite trustees,

advisers, and subject matter experts, fostering dialogue and

knowledge sharing.

• Act prudently and uphold robust governance standards to

consistently fulfil commitments to our policyholders while

ensuring careful consideration of customer outcomes.

• Continue to invest in our colleagues and infrastructure, sustaining

our reputation for excellence in service design and delivery, as

recognised by our industry awards for outstanding service.

• Differentiate our product offerings by providing unique features,

such as our medically underwritten Just For You Lifetime

Mortgage (“LTM”), which delivers personalised terms to

customers.

• We are committed to further investment in automation initiatives

to continuously enhance our services.

Strategic priorities

Grow

sustainably

Scale with

technology

Be recommended

by our customers

Reach new

customers

Be proud to

work at Just

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Section 172 statement

Directors’ statement

The Directors consider, both individually and collectively, that they have acted in

the way they consider, in good faith, would be most likely to promote the long-term

success of the Company for the benefit of its members as a whole, whilst having

regard to the matters set out in Section 172(1)(a) to (f) of the Companies Act 2006

in the decisions taken during the year.

Engagement

The Board recognises that our stakeholders have diverse and sometimes competing

interests that need to be finely balanced, and that these interests need to be heard

and understood in order for them to be effectively reflected in decision making.

Information about how the Board has engaged with stakeholders during the year and

outcomes of that engagement can be found on pages 56 to 58 and 86 to 87.

Board decisions and oversight

The matters set out in Section 172(1) underpin Just’s purpose to help people

achieve a better later life. Examples of how stakeholder engagement and Section

172(1) matters have influenced Board discussion and decision making during the

year can be found on pages 86 to 87.

The table below sets out where key disclosures in respect of each of the Section

172(1) matters can be found:

Section 172(1) factor Relevant disclosures Location

The likely

consequences of

decisions in the long

term

• Strategic priorities

• Consideration of Section 172(1) factors by

the Board

Pages 14 to 15

Pages 86 to 87

The interests of the

Company’s employees

• Colleagues and culture

• Colleague engagement

• Diversity, equity, inclusion

and belonging

• Relationships with stakeholders

• Non-Executive Director lead on employee

engagement

Pages 52 to 55

Page 53

Pages 55, 87 and 94

Pages 56 to 58

Page 84

The need to foster the

Company’s business

relationships with

suppliers, customers

and others

• Strategic priorities

• Consideration of Section 172(1) factors

by the Board

• Relationships with stakeholders

Pages 14 to 15

Pages 86 to 87

Pages 56 to 58

The impact of the

Company’s operations

on the community and

environment

• Sustainability: TCFD

• Board oversight of sustainability strategy

• Relationships with stakeholders

Pages 36 to 51

Pages 81 and 87

Page 56

The desirability of the

Company maintaining

a reputation for high

standards of business

conduct

• Business model

• Board monitoring of culture

• Internal controls

Page 12

Pages 79 to 80

Pages 100 to 101

The need to act fairly

between members of

the Company

• Business review

• Shareholder rights

• Annual General Meeting

Pages 22 to 35

Page 122

Board sessions

with our

Belfast colleagues

In November, two of our Board

Directors, John Perks and Michelle

Cracknell, participated in an afternoon

of themed sessions at our Belfast

office, which were organised by

several teams.

The customer contact team began with

an anonymised “customer call listening”

session, sharing their customer-centric

approach and demonstrating how call

agents continuously create positive

experiences through the ‘Just’ customer

experience framework.

Next was an engaging ‘Take on Board’

session which was open to all Just

colleagues. Our Board Directors

discussed topics including ‘What is

Strategy?’, clarifying the concept and its

relevance to the business, ‘Board-level

Strategy’, the Board’s role in shaping and

guiding strategic decision-making and

direction, and ‘Strategy in action’, how

colleagues across Just can contribute to

and deliver the strategy. A number of

important takeaways were produced,

including the value of building strong

relationships and achieving brand loyalty

by integrating services and learning

directly from customers.

The Board then participated in an

informative session with several

members of the Senior Leadership team

who illustrated how our Strategy is

being delivered and outlined plans on

how the development of scalable

technology will be leveraged to improve

the overall customer experience.

By sharing valuable insights from both

real-life customer stories and the ways

in which the senior leadership team are

finding bigger and better ways to

improve the overall customer

experience, it helps ensure everyone at

Just remains closely connected to our

purpose of helping people achieve a

better later life.

“The real key to strategy is not

just doing the day job, but trying

to make a difference – listening

to what the customers are

saying and always looking for

ways to do things better.”

John Perks

Chair, JRL and PLACL Boards

Strategic Report

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

This statement explains how Just complies with the non-financial information and sustainability reporting requirements

under sections 414ca and 414cb of the Companies Act 2006. For details on Just’s business model, see pages 12 to 13.

Non-financial key performance indicators

The Board reviews reports on key non-financial matters, including business change initiatives, investment strategy, operational

performance, customer outcomes and colleague-related matters. Just’s discretionary short-term and long-term incentive plans

for colleagues incorporate stretching financial and non-financial metrics, which are assessed by the Remuneration Committee

on behalf of the Board.

As part of its sustainability strategy, Just has set the following key performance indicators. Progress towards meeting these

targets is outlined on pages 36 to 51.

Key Performance Indicator Target

Amount invested in eligible green and social assets. Invest £825m in green and social assets over 2023 to 2025.

Level of Scope 1 and 2 emissions. Achieve net zero in our operations (Scope 1 and 2) by the end of 2025.

Level of Scope 3 emissions. 50% reduction of our overall Scope 3 emissions by 2030.

Net zero business. Operate as a net zero business by 2050.

Non-financial risk management

Our Risk Management report on pages 62 to 63 outlines how we identify, measure, manage, monitor and report risks to

support informed decision-making. An overview of our principal risks and uncertainties, including non-financial risks, and the

measures we take to manage or mitigate them, can be found on pages 64 to 69. The Group Risk and Compliance Committee

(“GRCC”) oversees non-financial risks, including those related to colleagues, culture, operations, information security, conduct,

and climate change. The aim is to prevent risks that could harm our business, stakeholders, or reputation.

Just’s Group Risk Policy Framework is designed to ensure that all policies collectively demonstrate how all core risks to the

business are effectively controlled. It comprises the following four Group risk policies, which have been adopted by the Board,

and underlying Company risk policies.

1. Conduct and operational risk policy. Sets out principles to ensure that decisions and behaviours do not lead to poor

outcomes for customers or losses from failed processes, systems, people or external events.

2. Financial and insurance risk policy. Sets out principles for how financial and insurance risks taken in activities or

transactions to drive the Group’s financial performance are identified, measured, monitored, managed and reported.

3. Risk management policy. Sets out principles for how risks that could significantly affect the ability of the Group to meet its

objectives are identified, measured, monitored, managed and reported.

4. Strategic risk policy. Sets out principles to ensure that decisions and behaviours take into consideration external and

internal factors, so that they do not lead to poor outcomes for customers, colleagues, investors and other relevant

stakeholders. This policy includes risks arising from strategic decisions as well as resulting from reputation risk.

Each Company risk policy has a designated owner and executive sponsor responsible for annual review, approval and

attestation of compliance. Material breaches are recorded in our risk management system and escalated to the Group Chief

Risk Officer, with serious breaches reported to the GRCC or the Board for prompt remediation.

Non-financial policies and frameworks

Just’s non-financial policies and frameworks reflect our commitment to act ethically and with integrity in all of our business

relationships, and to protect our stakeholders by growing the business sustainably.

The following table outlines Just’s material areas of impact relating to environmental matters and climate change disclosures,

colleagues, social matters, anti-bribery and anti-corruption matters and respect for human rights, which are in scope of the

reporting requirements contained in the Companies Act 2006. The information listed is incorporated by cross-reference.

Non-financial and sustainability information statement

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Focus areas Policies and statements Supporting information

Environmental matters

• Delivering net zero targets

• Climate risk management

• Monitoring carbon metrics and targets

• Responsible resource use – water,

energy use and air emissions

• Managing impacts on the natural

environment and biodiversity

• Responsible Investment framework Page 39

• Sustainability: TCFD Pages 36 to 51

• Procurement and outsourcing policy Page 85

Colleagues

• Culture and ethics

• Protecting health, safety and wellbeing

• Promoting diversity, equity, inclusion

and belonging

• Rewards and benefits

• Investing in training and career

development

• Conduct and operational risk policy Page 60

• Conduct and customer risk framework Sets out the framework of principles, standards

and controls around the management of conduct

and customer risk by the Group.

• Health and safety policy Sets the principles which govern the management

of health and safety risk.

• Diversity equity, inclusion and

belonging policy

Concerns the promotion of equality of opportunity,

inclusive behaviours and diversity at Just.

• Board diversity, equity, inclusion

and belonging policy

Page 94

• Performance and capability policy Sets out Just’s approach when dealing with

unsatisfactory performance and long-term incapacity.

• Training and competence policy Sets out the standards in respect of training and

competency requirements within Just.

Respect for human rights

• Reinforcing an ethical business culture

• Speaking up against wrongdoing

• Approach to human rights and

modern slavery

• Supporting vulnerable customers

• Modern slavery statement Pages 85 and 125, and www.justgroupplc.co.uk

• Data protection – personal information

policy

Page 85

• Conduct and operational risk policy Page 60

• Conduct and customer risk framework See above.

• Financial crime policy Sets high level standards to meet to manage risks

from financial crime.

• Compliance policy Sets out the Group’s approach to ensure it operates

in compliance with relevant laws and regulations.

• Whistleblowing policy Pages 79 and 101

Anti-bribery and anti-corruption

• Prevention of bribery and corruption

• Conflicts of interest

• Corporate gifts and hospitality

• Anti-money laundering

• Financial crime policy See above.

• Compliance policy See above.

• Gifts and hospitality procedure Sets out rules and guidance to ensure no

undue influence impacts a business decision.

• Conflicts of interest policy Sets minimum standards and provides guidance in

relation to activities which may give rise to an actual

or potential conflict of interest.

• Procurement and outsourcing policy Page 85

• Whistleblowing policy Pages 79 and 101

Social matters

• Partnership with charities

and volunteering initiatives

• Support local communities

• Support vulnerable customers

• Responsible approach to tax

• Charity and community policy Page 85

• Conduct and customer risk framework See above.

• Tax strategy Page 85 and www.justgroupplc.co.uk

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

The Group’s enterprise-wide risk management

strategy is to enable all colleagues to take more

effective business decisions through a better

understanding of risk.

The first level of the control

environment is the business

operations which perform day-to-day

risk management activity.

Risk and Control

• An established risk and

control environment

Embedding governance

via three lines of defence

Oversight functions in the Company,

such as Risk Management (which

includes Regulatory Compliance),

support the Board in setting risk

appetite and defining risk and

compliance policy.

Risk and Control

• Oversight of the risk and control

environment

• Independent challenge and

reporting on the risk profile and

conduct of the business

• Monitoring actions being taken

to mitigate risk

Internal Audit is the third line

of defence, providing the Board

and executive management

with independent assurance

over business operations and

the level of oversight.

Risk and Control

• Provide independent challenge

and assurance

2nd Line

Oversight

functions

1st Line

Business

operations

3rd Line

Independent

assurance

Risk Management

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Purpose

The Group risk management framework

supports management in making

decisions that balance the competing

risks and rewards. This allows them

to generate value for shareholders,

deliver appropriate outcomes for

customers and help our business

partners and other stakeholders have

confidence in us. Our approach to risk

management is designed to ensure that

our understanding of risk underpins

how we run the business.

Risk Framework

Our risk framework, owned by the

Group Board, covers all aspects

involved in the successful management

of risk, including governance, reporting

and policies. Our appetite for different

types of risk is embedded across

the business to create a culture of

confident and informed risk-taking.

The framework is continually developed

to reflect our risk environment and

emerging best practice.

Risk Evaluation and Reporting

We evaluate our principal and

emerging risks to decide how best to

manage them within our risk appetite.

Management regularly reviews its risks

and produces management information

to provide assurance that material risks

in the business are being appropriately

mitigated. The Risk function, led by

the Group Chief Risk Officer (“GCRO”),

challenges the management team on the

effectiveness of its risk identification,

measurement, management, monitoring,

and reporting. The GCRO provides the

Group Risk and Compliance Committee

(“GRCC”) with his independent

assessment of the principal and

emerging risks to the business.

Company policies govern the exposure

of risks to which the Group is exposed

and define the risk management

activities to ensure these risks remain

within appetite.

Financial risk modelling is used to

assess the amount of each risk type

against our capital risk appetite. This

modelling is principally aligned to our

regulatory capital metrics. The results

of the modelling allow the Board to

understand the risks included in the

Solvency Capital Requirement (“SCR”)

and how they translate into regulatory

capital needs. By applying stress and

scenario testing, we gain insights into

how risks might impact the Group in

different circumstances.

Quantification of the financial impact

of climate risk is subject to significant

uncertainty. Climate-related transition

and physical risks are heavily

dependent on government policy

developments, social responses to

these developments, and market

trends. Just will continue to adapt

its view of climate risk as both

methodologies and data quality evolve.

The identification, disclosure and

management of climate-related risks

and broader sustainability risks are

embedded within Just’s Enterprise Risk

Management Framework. This includes

climate- related scenario analysis,

based on Network for Greening the

Financial System scenarios, which is a

key tool for ensuring we have a deep

understanding of the risks the Group

faces over a long-term time horizon.

Own Risk and Solvency

Assessment

The Group’s Own Risk and Solvency

Assessment (“ORSA”) process embeds

comprehensive risk reviews into our

Group management activities. Our

annual ORSA report is an important part

of our business risk management cycle.

It summarises work carried out in

assessing the Group’s risks related

to its strategy and business plan,

supported by a variety of quantitative

scenarios, and integrates findings

from the Group’s recovery and

run-off analysis. Risk updates are

provided to the GRCC each quarter,

including factors such as key risk limit

consumption, and conduct, operational

and market risk developments, to keep

the Board appraised of the Group’s

evolving risk profile.

Monitoring and reporting on climate

risk is embedded into the Group’s

regular reporting.

Viability Statement

The Directors have carried out a

robust assessment of the principal

and emerging risks facing the Group,

including those that could threaten its

business model, future performance,

solvency or liquidity, and make this

assessment with reference to the risk

appetite of the Board and the processes

and controls in place to mitigate the

principal risks and uncertainties as

detailed in the Strategic Report.

Based on the assessments made, the

Directors confirm that they have a

reasonable expectation that the Group

will continue in operation and meet its

liabilities, as they fall due, over the next

five years.

The Directors note that the Group is

subject to the Prudential Regulatory

Regime for Insurance Groups, which

monitors the Group’s compliance with

Solvency Capital Requirements. A five-

year timeframe has been selected for

this statement, although the Group,

as with any insurance group, has

policyholder liabilities in excess of

five years and, therefore, performs

its modelling and stress and scenario

testing on time frames extending to the

expected settlement of these liabilities,

with results reported in the Group’s

ORSA. Given the inherent uncertainty

increases as longer time frames are

considered, the directors consider five

years to be an appropriate time frame

upon which they can report with a

reasonable degree of confidence.

The directors have no reason to believe

that the Group will not be viable over

a longer period.

In making the viability assessment, the

Group considers the Group’s business

plan approved by the Board, the

strategic outlook as described in the

Going concern assessment in note 1.1 to

the financial statements, the projected

solvency and liquidity position of the

Company and the Group, impacts of

potential economic stresses, current

financing arrangements and contingent

liabilities, and a range of forecast

scenarios with differing levels of new

business and associated additional

capital requirements to write anticipated

levels of new business. Furthermore,

the directors note that in a scenario

where the Group ceases to write new

business, the going concern basis

would continue to be applicable

while the Group continued to service

in-force policies.

The resilience of the Group’s capital

position is tested under a range of

adverse stresses and scenarios before

and after management actions within the

Group’s control. These include testing

against Group risk appetites, severe

stresses and specific scenarios which

reflect the Group’s exposures to risks.

These include stresses on the credit

quality of assets, mortality and risk-free

rates. Eligible own funds exceeded the

minimum capital requirements in all

stressed scenarios described above.

The scenarios considered are consistent

with the going concern assessment

in the Financial Statements in the

Annual Report.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Principal risks and uncertainties

Risk How we manage or mitigate the risk

Market Risk

Strategic Priorities

Arises from changes in interest rates,

residential property prices, credit

spreads, inflation, and exchange rates,

which affect, directly or indirectly, the

level and volatility of market prices of

assets and liabilities.

The Group is not exposed to any

material levels of equity risk.

• Premiums are invested to match asset and liability cash flows as closely as practicable.

• Market risk exposures are managed within pre-defined limits aligned to risk appetite for individual risks.

• Exposure is managed using regulatory and economic metrics to achieve desired financial outcomes.

• Balance sheet is managed by hedging exposures, including currency and inflation where cost

effective to do so.

• Interest rate hedging is in place to manage solvency capital coverage and IFRS equity positions.

Credit Risk

Strategic Priorities

Arises if another party fails to perform

its financial obligations to the Group,

including failing to perform them in a

timely manner.

• Investments are restricted to permitted asset classes and concentration limits.

• Credit risk exposures are monitored in line with investment frameworks, driving corrective action

where required.

• External events that could impact credit markets are tracked continuously.

• Credit risks from reinsurance balances are mitigated by the reinsurer depositing back premiums

ceded and through collateral arrangements or recapture plans.

• Credit risk associated with derivatives is managed through collateral arrangements.

• The external fund managers we use are subject to Investment Management Agreements and

additional credit guidelines.

Insurance Risk

Strategic Priorities

Arises through exposure to longevity,

mortality, morbidity risks and

related factors such as levels of

withdrawal from lifetime mortgages

and management and administration

expenses.

Controls are maintained over insurance risks related to product development and pricing.

• Approved underwriting requirements are adhered to.

• Medical information is developed and used for pricing and reserving to assess longevity risk.

• Reinsurance is used to reduce longevity risk exposure, with oversight by Just of overall exposures

and the aggregate risk ceded.

• Regular monitoring, control and analysis of actual experience and expense levels is conducted.

• Group Board review and approve assumptions used.

Liquidity Risk

Strategic Priorities

Failure to meet the Group’s financial

obligations as they fall due.

• Stress and scenario testing and analysis is conducted: including collateral margin stresses, asset

eligibility and haircuts under stress.

• Contingency funding plan is maintained with funding options and a process for determining actions.

Conduct and Operational Risks

Strategic Priorities

Arise from inadequate internal

processes, people and systems, or

external events including changes in

the regulatory environment. Such risks

can result in harm to our customers,

the markets in which we do business

or our regulatory relationships as

well as direct or indirect loss, or

reputational impacts.

• Implement and/ or maintain risk policies, controls, and mitigating activities to keep risks within appetite.

• Oversee risk status reports and any actions needed to bring risks back within appetite.

• Implement scenario-based assessment to establish the level of capital needed for conduct and

operational risks.

• Monitor conduct and customer risk indicators and their underlying drivers prompting action to

protect customers.

• Deliver risk management training and other actions to embed regulatory changes.

• Ensure that risks associated with outsourcing and critical third parties, including their suppliers, are

adequately mitigated via robust processes and controls.

• Ensure data subjects can exercise their GDPR rights including their right to be forgotten and subject

access requests to obtain their data held by Just.

Strategic Risk

Strategic Priorities

Arises from the choices the Group

makes about the markets and

environment in which it competes.

These risks include the risk of changes

to regulation, competition, or social

changes which affect the desirability

of the Group’s products and services.

• The Group operates an annual strategic review cycle.

• Information on the strategic environment, which includes both external market and economic factors

and those internal factors which affect our ability to maintain our competitiveness, is regularly

analysed to assess the impact on the Group’s business model.

• Engagement with industry bodies supports our information gathering.

• The Group responds to consultations through trade bodies where appropriate.

Risks and uncertainties are presented in this report in two separate sections: (1)

the first section summarises the Group’s ongoing principal risks and how they are

managed in business as usual; and (2) the second section calls out the risk outlook for

subjects that are evolving and are of material importance from a Group perspective.

Ongoing principal risks

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

How this risk effects Just Just’s exposure to risk Outlook and how we manage or mitigate the risk

Political and Regulatory

Trend: Uncertain Strategic Priorities

Changes in regulation and/or

the political environment can

impact the Group’s financial

position and its ability to

conduct business.

Just monitors and assesses regulatory

developments for their potential

impact on an ongoing basis. We seek

to actively participate in all regulatory

initiatives which may affect or provide

future opportunities for the Group. Our

aims are to implement any changes

required effectively and deliver

better outcomes for our customers

and a competitive advantage for the

business. We develop our strategy

by considering planned political and

regulatory developments and allowing

for contingencies should outcomes

differ from our expectations.

While the financial services industry

continues to see a high level of

regulatory activity, HM Treasury’s

commitment to UK competitiveness

and financial services growth, may

shape future regulations. Based on

existing regulatory plans, we anticipate

limited major changes in the near term.

The Pension Schemes Bill is published with Royal Assent expected

in early 2026, followed by further consultations over the next 2-3

years. The issues that matter most are: (i) surplus extraction; (ii)

potential superfunds; (iii) targeted support; (iv) new Trustee Duty

to have a default pension benefit solution.

We have participated in the PRA’s Life Insurance Stress Test exercise

in 2025. Sector-level results were published on 17 November, and

firm-level results were published on 24 November. We expect the

LIST results to inform regulatory policy and supervisory activity going

forward. The Group holds a capital buffer above that required by

regulation to withstand a 99.5% 1-year VaR shock. The target level

of buffer is maintained in line with industry peers.

The PRA have published their final rules on the Matching

Adjustment Investment Accelerator (MAIA). This addresses an

industry concern that the Matching Adjustment approval process

for new assets can act as an inhibitor to investments. Insurers can

apply for an MAIA permission to include new MA-eligible assets

within their MA portfolio.

In September the FCA published its planned areas of focus over

the coming year. This supports the FCA ‘s ongoing oversight of

how the Consumer Duty has been embedded across the financial

services industry.

The Group has closely monitored the Government’s leasehold

reform agenda and the impact of this on the Group’s £154m

portfolio of residential ground rents. On 27 January 2026, the

Government announced proposed reforms to existing residential

ground rents which included a fixed annual cap of £250 on

existing residential ground rents which will transition to a

peppercorn amount after a period of 40 years. The impact of the

proposed changes from 2026 is estimated to be a 1% reduction in

the Solvency ratio.

The FCA have published their proposals for Targeted support, as

they look to bridge the gap between generic guidance and fully

personalised financial advice, enabling consumers to make better

financial decisions.

We are currently reviewing the FCA’s June 2025 Discussion Paper

DP25/2 on its review of the regulated mortgage market which

includes consideration of changes needed to support later life

lending and are considering our response.

Risk outlook

Measured against our strategic priorities

Grow

sustainably

Scale with

technology

Be recommended

by our customers

Reach new

customers

Be proud to

work at Just

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Principal risks and uncertainties continued

How this risk effects Just Just’s exposure to risk Outlook and how we manage or mitigate the risk

Climate and Sustainability

Trend: Uncertain Strategic Priorities

Climate change could

impact our financial position

by impacting the value of

residential properties in our

lifetime mortgage portfolio

and the yields and default risk

of our investment portfolios.

Just’s reputation could also be

affected by missed emissions

targets or inadequate actions

on environmental issues or

broader sustainability issues.

Our TCFD disclosures explain how

climate-related risks and opportunities

are embedded in Just’s governance,

strategy and risk management. The

metrics reflect the stress-testing and

scenario capabilities developed to

date to assess the potential impact

of climate risk on the Group’s

financial position.

The value of properties on which

lifetime mortgages are secured can

be affected by:

(i) transition risk – such as potential

government policy changes related

to the energy efficiency of residential

properties;

(ii) physical risks – such as increased

flooding due to severe rainfall, or

more widespread subsidence after

extended droughts.

A shortfall in property sale price

against the outstanding mortgage

could lead to a loss due to the no-

negative equity guarantee given

to customers.

The value of corporate bonds and

illiquid investments can be affected

by physical and transition risks from

climate change on the assets or

business of corporate bond issuers

and commercial borrowers. Yields

available from corporate bonds may

also be affected by any litigation or

reputational risks associated with

the issuers’ environmental policies or

adherence to emissions targets.

We proactively pursue our sustainability responsibilities,

recognising our social purpose in delivering retirement and later

life solutions.

We have achieved net zero for Scope 1 and 2 emissions in 2025,

with a target to achieve net zero for our Scope 3 emissions by

2050, with a 50% overall reduction by 2030. Progress towards

these targets is regularly monitored and reported.

The ABI is maintaining engagement with stakeholders, including

Just, to prepare for reporting under the UK Sustainability

Reporting Standards and mandatory transition plan publications.

Our existing reporting, aligned with TCFD recommendations

and supported by transition plan disclosures in 2021 and 2024,

positions us to adapt confidently to evolving sustainability

reporting requirements.

Our Responsible Investment Framework actively addresses

sustainability risks, including climate change.

Measured against our strategic priorities

Grow

sustainably

Scale with

technology

Be recommended

by our customers

Reach new

customers

Be proud to

work at Just

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

How this risk effects Just Just’s exposure to risk Outlook and how we manage or mitigate the risk

Cyber and Technology

Trend: Increasing Strategic Priorities

IT systems may not operate

as expected or may be

subject to cyber-attack to

steal or misuse our data

or for financial gain. Any

system failure affecting the

Group could lead to costs

and disruption, adversely

affecting its business and

ability to serve its customers,

and reputational damage.

Our IT systems are critical to delivering

customer service and financial

management across our retirement

and later life solutions markets, but

unexpected failures could cause losses

and disruptions to operations.

Cyber attacks, such as ransomware

phishing, could compromise our IT

systems, undermining operational

continuity and customer trust.

The potential for loss or breach

of personal information poses a

significant cyber risk, potentially

harming customers and other

individuals, damaging our reputation,

and incurring significant GDPR fines.

The increasing sophistication and volume of cyber threats,

particularly those driven by artificial intelligence, is expected to

intensify in the coming years. We are well positioned to mitigate

these risks by closely monitoring evolving external threats.

Our continued investment in cyberattack countermeasures

strengthens our resilience.

We have established a robust framework of operational resilience

and disaster recovery capabilities to ensure business continuity

under adverse circumstances.

A specialist security operations centre monitors all our externally

facing infrastructure and services, with threat analysis, incident

management and response capabilities. The Group’s cyber

defences are subject to regular external penetration tests to drive

enhancements to our technology infrastructure.

We conduct severe but plausible cyber desktop scenario

exercises to find gaps in our controls. We continue to enhance

network architecture to strengthen data security and overall

resilience.

The development of in-house systems and our use of third-party

systems, including cloud and via third-party administrators’

arrangements, is continuously monitored by technical teams

following established standards and practices.

Internal controls are also integral to protecting the integrity of

our systems. Our multi-layered approach to information security

is supported by training, embedded company policies and

governance.

We lead business-wide security awareness campaigns that

educate and empower our employees to recognise and respond

to security threats, fostering a culture of vigilance and proactive

defence.

Insurance risk

Trend: Increasing Strategic Priorities

In the long-term, the rates

of mortality suffered by our

customers may differ from the

assumptions made when we

priced the contract.

A high proportion of longevity risk

we underwrite is reinsured, with

retained exposures primarily tied

to pre-2016 business.

Reinsurance treaties include collateral

to minimise exposure in the event of a

reinsurer default. Analysis of collateral

arrangements can be found in Note 27.

We review and regularly update our demographic assumptions

to reflect recent data, best practices, and anticipated trends,

ensuring our pricing for retirement income and lifetime

mortgage products remains aligned with these evolving risks.

We continually evaluate our reinsurance strategy based

on pricing and experience.

Last year we included an explicit allowance for COVID to

reflect the emerging evidence of the future impacts of COVID

infections and continuing and likely long-lasting disruption to

healthcare services. In this year, the scope has been extended to

consider future mortality and mortality improvements in totality,

investigating the likely impact of future mortality drivers in the

domains of Public Health, Individual Behaviours, Health & Social

Care Funding, Medical Advances and Future Developments in

Technology. This research has involved longevity experts from

different disciplines inside and outside the Group.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

How this risk effects Just Just’s exposure to risk Outlook and how we manage or mitigate the risk

Market and Credit Risk

Trend: Increasing Strategic Priorities

Fluctuations in interest rates,

residential property values,

credit spreads, inflation and

currency may result, directly

or indirectly, in changes in the

level and volatility of market

prices of assets and liabilities.

Exposure to credit risk

is a result of investing

to generate returns to

meet our obligations to

policyholders and of taking

credit counterparty risk from

hedging, financing, lending

and reinsurance.

Our business model and risk

management framework have been

designed to manage exposure to

market risks within pre-defined limits

and to ensure hedge effectiveness

remains high.

Investment in fixed income

investments exposes the Group to

default risk and subsequent losses

should collateral and recovery be less

than the expected investment value.

The Group is exposed to concentration

risk and to the downgrade of assets.

Credit risk exposures arise from

potential counterparty defaults

in reinsurance agreements, cash

holdings, or derivatives trades

used to mitigate market risks. To

manage these risks, we diversify

counterparties, use collateralised

reinsurance and derivative contracts

to limit exposures, and align with PRA’s

SS5/24.

The global economic landscape continues to be influenced

by a combination of geopolitical tensions and economic

policy uncertainties.

Our portfolio is defensively positioned and focused on high-quality

investment-grade issuers, minimising default risk.

Our established risk management framework limits exposure to

credit and market risks through diversified investments, hedging,

and asset-liability matching strategies. Balance sheet sensitivities

are detailed in Notes 16(f) and 22(h).

We mitigate exposure to negative equity guarantee risk from

potential shortfalls in lifetime mortgage repayments through

rigorous underwriting measures and reduced concentration risks.

Sensitivity to a residential property shock can be found in Notes

16(f) and 22(h).

Reinsurance collateral provisions in contracts mitigate the credit

exposure.

Derivative transactions use standardised agreements with

collateral arrangements to mitigate counterparty credit risk.

Credit risk on cash assets is controlled by setting strict credit

rating requirements for third party depositories, ensuring robust

management of counterparty exposures.

Liquidity Risk

Trend: Increasing Strategic Priorities

Having sufficient liquidity to

meet our financial obligations

as they fall due requires

ongoing management and

the availability of appropriate

liquidity cover. The liquidity

position is stressed to reflect

extreme market conditions.

Exposure to liquidity risk arises from:

• collateral requirements of financial

derivatives and reinsurance

agreements;

• higher-than-expected funding

requirements and/or lower

redemptions than expected on LTM

contacts; and

• liquidity transferability risk across

the Group.

We conduct rigorous liquidity stress testing and maintain a high

level of liquidity coverage above stressed requirements.

Medium- and long-term liquidity risk projections are used to

support planning for future liquidity requirements.

Corporate bond collateral agreements enable the Group to use

bonds as collateral to mitigate liquidity risks.

Measured against our strategic priorities

Grow

sustainably

Scale with

technology

Be recommended

by our customers

Reach new

customers

Be proud to

work at Just

Principal risks and uncertainties continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

6868

How this risk effects Just Just’s exposure to risk Outlook and how we manage or mitigate the risk

Strategic Risk

Trend: Increasing Strategic Priorities

The choices we make about

the markets in which we

compete and the demand

for our product and service

offering may be affected

by external risks including

changes to regulation,

competition, or social

changes.

Changes in the nature or intensity of

competition may impact the Group and

increase the risk the business model is

not able to be maintained.

Increased digital innovation in the

pensions and annuities markets may

expose the Group to risks, including

failure to meet evolving customer

expectations.

Risks to the Group’s strategy arise

from regulatory change as the Group

operates in regulated markets and

has partners and distributors who

are themselves regulated. Actions

by regulators may change the shape

and scale of the market or alter the

attractiveness of markets.

Intensified competition within the DB & GIfL market may increase

pressure on margins. The Group is closely monitoring new

entrants and behaviour of existing players, and we continually

evolve our propositions to maintain our competitive edge.

The FCA’s Advice Guidance Boundary Review and introduction

of Targeted Support may introduce changes to the distribution

landscape, and potentially impact our customer engagement

strategy.

A range of government initiatives, including the drive for

consolidation in workplace DC pensions and potential support for

CDC, may reshape the pensions landscape.

We expect the accelerated pace of technology innovation/

adoption to continue. The Group’s priorities include maintaining

compliance, investing in digital capabilities, and ensuring resilience

of our infrastructure to be able to adapt to these changes.

The strategic risks to the Group are assessed and mitigated

throughout our strategy cycle – examining the competitive

environment, the Group’s capabilities, and ability to deploy

resources to take advantage of opportunities.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Strategic Report

Chair’s Governance Overview

Our priority is to deliver profitable and

sustainable growth, enabling us to

capitalise on the markets in which we

operate. We are committed to ensuring

our customers receive high-quality

services and our shareholders benefit

from long-term sustainable value

creation, while also considering the

needs of our other stakeholders and

the wider social and environmental

impact of our operations.

Board and committee

composition

Matt Saker was appointed as a Director

and Chair of the Group Risk and

Compliance Committee (“GRCC”) on

1 August 2025 following Kalpana

Shah’s resignation on 1 March 2025.

During the interim period, I served as

Chair of the GRCC. Matt also became a

member of the Group Audit Committee

and the Audit and Investment

Committees of Just’s life companies.

In addition, Michelle Cracknell joined

the Group, JRL and PLACL Audit

Committees on 31 January 2025.

Introduction

In my opening Chair’s statement on

pages 6 to 7, I provide an overview

of our performance and key

achievements during the year.

The most significant matter addressed

by the Board of Just Group plc (the

“Board”) in 2025 was the recommended

cash offer by BWS Holdings Ltd, a

wholly owned subsidiary of Brookfield

Wealth Solutions Ltd (“BWS”), to acquire

the entire issued and to be issued share

capital of the Company. At the General

Meeting held on 19 September 2025,

shareholders overwhelmingly supported

the proposed acquisition, with over 99%

of votes cast in favour. The outcome

demonstrates the resilience of our

governance framework, which enabled

us to pursue opportunities aligned

with our strategy, deliver sustainable

value and position the Company for

future growth.

On behalf of the Board, I am pleased

to present the 2025 Corporate

Governance report, which supplements

the information contained in the

Strategic report. This section explains

how the Board ensures robust

governance and oversight to support

the creation of long-term, sustainable

value for our shareholders and

wider stakeholders.

Throughout the Corporate Governance

report, we outline how the Board has

discharged its responsibilities through

its own activities and those of its

Committees.

Governance at Just

The Board operates within a robust

corporate governance framework

that underpins how the Group sets

its strategy and objectives, monitors

performance, and manages risk. Just

has a clear and compelling purpose

– we help people achieve a better

later life. We do this by providing

competitive products, financial advice,

guidance and services to those

approaching, at or in retirement.

“ The resilience of our governance

framework has enabled us to

pursue opportunities aligned

with our strategy, deliver

sustainable value, and position

the Company for future growth.”

JOHN HASTINGS-BASS

Chair

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Further details on the recruitment

process for Matt Saker are contained

in the Nomination and Governance

Committee report.

The Nomination and Governance

Committee continues to monitor

the skills and capabilities required

to support the Group in delivering

its strategic objectives and this will

remain a key focus.

Board and committee activity

The Corporate Governance report

provides an overview of the work

undertaken the Board and its

Committees during the year. The

recommended offer from BWS made

2025 an exceptionally active year for

the Board, requiring significant focus

and oversight.

A summary of the matters considered

at Board meetings can be found on

pages 81 to 83, and further details

on the activities of the principal

Board Committees are set out on

pages 92 to 120.

Stakeholder engagement

The Board considers the views and

interests of the Group’s stakeholders

in all decision making. You can read

about how the Board engaged with

each

of our stakeholder groups in the

Strategic report.

Annual General Meeting

The Directors were pleased with the

support received from shareholders

at the 2025 AGM with investors

representing over 80% of the share

capital voting and, of those, more

than 90% of the votes were in favour

of the resolutions.

The 2026 AGM is planned to be a

physical meeting in London. Further

details will be provided in the Notice of

Meeting, which will be published in due

course, should the Company remain a

listed public company at the time.

Future outlook

The acquisition by BWS is expected

to complete in the first half of 2026

through a court-sanctioned scheme

of arrangement, subject to the

satisfaction or, where applicable,

waiver of the remaining conditions,

including final Court approval. This

transaction represents a significant

milestone for Just, positioning

the Group for long-term growth

and enhanced capabilities under

new ownership.

On behalf of the Board, I would like

to thank our shareholders for their

continued support and our colleagues

for their commitment and dedication

to Just and its purpose. As we move

into this next phase, the Board

remains focused on ensuring a smooth

transition and maintaining the high

standards of governance and service

that underpin our success.

John Hastings-Bass

Chair

26 February 2026

UK Corporate Governance

Code 2024

The UK Corporate Governance Code

2024 (the “Code”), which is available

to view on the Financial Reporting

Council’s website is the standard

against which we measured ourselves

in 2025.

Details on how we have applied the

Principles and complied with the

Provisions set out in the Code and

how governance operates at Just have

been summarised throughout this

Governance section and elsewhere in

the Annual Report as set out opposite.

Pages

Board leadership and company purpose

A. Effective and entrepreneurial

Board

72-75

B. Purpose, strategy, culture and

behaviours

1, 77,

C. Governance framework 76

D. Stakeholder engagement 56-58

E. Workforce policies

and practices

Division of responsibilities

F. Role of Chair 78

G. Independence 78, 93

H. External commitments and

conflicts of interest

95-96

I. Board resources 84

Pages

Composition, succession and evaluation

J. Appointments to the Board 72-75

K. Board skills, experience and

knowledge

92, 95

L. Annual performance evaluation 89

Audit, risk and internal control

M. External Auditor and Internal

Auditor

99-101

N. Fair, balanced and

understandable assessment

97, 127

O. Risk management and internal

control framework

90-91,

100

Remuneration

P. Aligning remuneration to

purpose and strategy

107

Q. Remuneration policy review 106

R. Performance outcomes in 2025 110

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Board of Directors

NON-EXECUTIVE CHAIR EXECUTIVE DIRECTORS

John Hastings-Bass

Chair

Appointed: 13 August 2020 (6 years)

Career and Experience

John brings over 50 years of experience

in the insurance and reinsurance sectors.

He has served as Chair of Just Group plc

since 2020 and has also chaired a number

of other publicly listed and privately owned

businesses.

John began his career in Hong Kong with

Jardine Matheson in 1976. He moved to

London and was latterly a Director of

JLT Group and Chief Executive Officer of

International Business Group. He joined

Arthur J. Gallagher in 2007 as Chair of

International Development, leading the

Asia Pacific business, and served as Chair

of Novae Group plc from 2008 to 2017. In

January 2015, John was appointed Chair

of BMS Group Limited, the private equity

backed global insurance broking group,

and in October 2022 he was appointed

Chair of Dale Managing Agency Limited.

John was a Trustee of the Landmark Trust

and Chair of its Audit Committee from 2016

to 2025.

Skills and Competencies

• Strong broad commercial skills in

strategy, mergers and acquisitions

• High level of competency managing

customer and financial adviser

relationships through his brokering

experience

• Extensive experience of all aspects of

governance from over 15 years as an

independent Non-Executive Director

Current other listed Directorships

None

David Richardson

Group Chief Executive Officer

Appointed: 4 April 2016 (10 years)

Career and Experience

David was appointed as Group Chief

Executive Officer in September 2019.

Before this, he served as Deputy Chief

Executive Officer and Managing Director of

the DB Solutions business. Previously, he

was Chief Financial Officer of Partnership

Assurance Group plc from February 2013

until April 2016.

Since becoming Group Chief Executive

Officer, David has led a transformation of the

business into a customer-focused leader in

the retirement market. Under his leadership,

the Group has pursued sustainable and

profitable growth, delivering clear strategic

direction and creating material value

for shareholders. He has recently been

appointed a Director of the Association of

British Insurers (ABI) and Chair of its new

Pension Insurance and Investment Board.

Over a 30-year career David has gained

deep and varied experience across long-

term savings, life insurance, pensions and

reinsurance sectors.

Previously, David was Group Chief Actuary

of Phoenix Group, where he was the

Executive Committee member responsible

for restructuring the group’s balance

sheet and enhancing its overall capital

management. Prior to this, David worked

in various senior roles at Swiss Re in the

UK and USA, across both its Admin Re and

traditional reinsurance businesses. David

commenced his career at Tillinghast.

Skills and Competencies

• Extensive experience in long-term

savings, life insurance, pensions

and reinsurance

• Outstanding enterprise-wide

executive leadership

• Strategic clarity supported by

strong delivery

• Qualified Actuary

• Chartered Financial Analyst (CFA)

charterholder

Current other listed Directorships

None

Mark Godson

Group Chief Financial Officer

Appointed: 1 December 2023 (2 years)

Career and Experience

Mark brings over 20 years’ experience

in the insurance industry across several

international markets, with particular

expertise in delivering growth strategies,

business transformation, commercial

optimisation, and mergers and acquisitions.

Prior to his appointment as Group Chief

Financial Officer, Mark was a partner at

Ernst & Young (EY), and leader of their UK

Actuarial practice.

Prior to EY, Mark was a Director at Swiss

Re, leading the pricing, structuring, and

due diligence of closed and open book

transactions across Europe and the USA.

Skills and Competencies

• Significant international experience

across the insurance industry

• Strong understanding of the markets the

Group operates in

• Qualified Actuary

Current other listed Directorships

None

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

SENIOR INDEPENDENT

DIRECTOR

NON-EXECUTIVE DIRECTORS

PLC committees

Group Audit Committee

Remuneration Committee

Market Disclosure Committee

Nomination and Governance Committee

Group Risk and Compliance Committee

Committee Chair

JRL And PLACL Committees

Audit Committees

Investment Committees

Committee Chair

Mary Phibbs FCA

Senior Independent Director

Appointed: 5 January 2023 (3 years)

Career and Experience

Mary is a chartered accountant with more

than 40 years of experience in global

financial services at board and senior

executive level with expertise in a wide range

of disciplines including risk management,

finance and accounting, corporate and

consumer finance, audit, capital management

and complex stakeholder relations.

Previous UK and overseas board experience

includes serving as Chair of Virgin Money

Unit Trust Managers Limited, and a Non-

Executive Director of Morgan Stanley & Co

International plc, Novae Group plc, New Day

Group Limited, Nottingham Building Society,

Friends Life Group plc, and the Charity Bank

Limited. Mary has held senior positions at

Allied Irish Banks plc, Standard Chartered

Bank plc, ANZ Banking Group, National

Australia Bank, Commonwealth Bank of

Australia, and PricewaterhouseCoopers LLP.

Mary currently serves on the Board of the

Institute of Chartered Accountants for

England and Wales. She is also a Non-

Executive Director of The Canada Pension

Plan Investment Board (CPP Investments) in

Toronto, and is Chair of its Risk Committee.

Skills and Competencies

• Extensive experience in financial

services including retail and investment

banking, consumer finance, general and

life insurance, mutual and investment

management sectors

• Strong experience of financial

management, accounting, risk

management, internal control and

governance matters

• Extensive experience in the application

of technology and the management

of change

• Chartered Accountant (ACA, FCA)

• Fellow of the Institute of Chartered

Accountants in England and Wales

• Fellow of the Institute of Chartered

Accountants in Australia and

New Zealand

Current other listed Directorships

None

James Brown (known as Jim Brown)

Independent Non-Executive Director

Appointed: 1 November 2023 (2 years)

Career and Experience

Jim has considerable retail and commercial

banking, corporate finance, restructuring

and mergers and acquisition experience,

and has worked within the financial

services industry throughout his career.

Jim was appointed as a Non-Executive

Director of Secure Trust Bank plc

on 31 March 2024 and as Chair on

16 May 2024. He was Chief Executive

Officer of Sainsbury’s Bank plc and

a member of the Sainsbury’s Group

Operating Board until his retirement from

such roles at the end of March 2024. Prior

to this, Jim was Chief Executive Officer of

Williams and Glyn between 2015 and 2017

and Chief Executive Officer of Ulster Bank

in Northern Ireland and the Republic of

Ireland from 2011 to 2015.

Internationally, Jim has held a number of

senior roles in Asia, Australia and New

Zealand, including Chief Executive Officer

of Retail and Commercial Banking, Asia and

the Middle East for RBS and ABN AMRO.

Skills and Competencies

• Extensive experience in retail and

commercial banking, corporate

finance, restructuring and mergers

and acquisitions

• Highly competent in change

management

• Certified Bank Director

Current other listed Directorships

Secure Trust Bank plc

Michelle Cracknell

Independent Non-Executive Director

Appointed: 1 March 2020 (6 years)

Career and Experience

Michelle brings a wealth of strategic and

customer behavioural experience, having

spent over 30 years in senior roles in the

regulated financial services industry.

Michelle was Chief Executive Officer of

The Pensions Advisory Service from 2013

to 2018. Prior to that, she held Director

roles in advice firms, pension providers and

insurance companies.

In addition to Just Group, Michelle is a

Non-Executive Director and Trustee of

Lloyds Banking Group Pension Funds, Chair

of FIL Wealth Management Limited, and

a Non-Executive Director of FIL Holdings

Limited and Financial Administration

Services Limited. Michelle is also a Non-

Executive Director and Chair of the Audit

and Risk Committee of PensionBee Group

plc, and a Non-Executive Director of Sport

England and Chair of its Audit and Risk

Committee. She is a Trustee of the charity,

Orthogeriatric Research Fund.

Skills and Competencies

• Broad knowledge and understanding of

employee benefits

• Extensive experience in later life benefits

and regulated financial services

• Chartered Actuary (Fellow)

Current other listed Directorships

PensionBee Group plc

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Board of Directors continued

NON-EXECUTIVE DIRECTORS

continued

NON PLC INDEPENDENT

NON-EXECUTIVE DIRECTORS

Mary Kerrigan

Independent Non-Executive Director

Appointed: 1 February 2022 (4 years)

Career and Experience

Mary has considerable experience in the

pensions, life insurance and investment

industries, and is a former partner of

Willis Towers Watson.

Outside of Just Group, Mary is a Non-

Executive Director of New Ireland

Assurance Company plc and Companjon

Services DAC, and is Chair of their

respective Risk Committees. She is also

a Non-Executive Director of Aegon Asset

Management UK plc and La Banque

Postale Asset Management Limited.

Mary is a member of the Independent

Governance Committee of Prudential

Assurance UK Limited and Trustee of

The London Irish Centre.

Skills and Competencies

• Considerable experience in the

pensions, life insurance and

investment industries

• Qualified Actuary

• Holds a Chartered Financial Analysts

Certificate in ESG Investing

Current other listed Directorships

None

Matthew Saker (known as Matt Saker)

Independent Non-Executive Director

Appointed: 1 August 2025 (7 months)

Career and Experience

Matt has over 30 years of experience

in the insurance sector, having held

senior leadership positions at FTSE 100

companies, including roles as Group Chief

Actuary, Chief Financial Officer, and Chief

Risk Officer during his tenure at Aviva.

Before joining Aviva, Matt built his career

with Willis Towers Watson.

A Chartered Actuary, Matt is a past

President of the Institute and Faculty

of Actuaries.

Outside of Just Group, Matt serves as

a Non-Executive Director and Chair of

the Audit and Risk Committees for both

Admiral Insurance Company Limited and

Admiral Insurance Gibraltar Limited, and is

a member of the Actuarial Committee for

Vitality Health and Life Insurance.

Skills and Competencies

• Considerable experience across life and

general insurance industries

• Highly competent in risk management

• Extensive experience within

transformation, innovation and change

management

• Chartered Actuary (Fellow)

Current other listed Directorships

None

John Perks

Life Companies’ Chair

Appointed: 1 April 2021 (5 years)

Career and Experience

John has significant experience in the

life and pensions industry, with over 30

years of experience in the sector. He

was previously Chief Executive Officer of

Police Mutual and Managing Director of

Life & Pensions at LV=. Prior to that, he

held senior roles at Prudential, AXA and

Swiss Life. At LV=, John was a “friendly

competitor” of Just Group in many of its

product markets, in addition to his role

as Chief Executive Officer of its pension

advice company, bringing important

commercial and strategic perspectives

to the Boards.

Outside of Just Group, following Chesnara

Group’s recent acquisition of HSBC Life

(UK) plc, where John held the position

of Chair, he currently sits on the board

of Chesnara Life (UK) Limited. He is also

a Non-Executive Director of Mobius Life

Limited, and is Chair of its Audit and

Risk Committee.

Skills and Competencies

• Considerable experience in the life and

pensions industry

• Broad knowledge of the advice market

and risk management

• Chartered Actuary (Fellow)

Current other listed Directorships

None

PLC committees

Group Audit Committee

Remuneration Committee

Market Disclosure Committee

Nomination and Governance Committee

Group Risk and Compliance Committee

Committee Chair

JRL and PLACL Committees

Audit Committees

Investment Committees

Committee Chair

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

John Hastings-Bass 6

7mths

3.6

Mary Phibbs

Jim Brown

Michelle Cracknell

Matt Saker

Mary Kerrigan

Average

NON PLC INDEPENDENT

NON-EXECUTIVE DIRECTORS

Independence Gender diversity

31 December 2025

Chair 1

Executive Directors 2

Non-Executive Directors 5

31 December 2024

Chair 1

Executive Directors 2

Non-Executive Directors 5

31 December 2025

Male 5

Female 3

31 December 2024

Male 4

Female 4

Ethnic diversity

31 December 2024

Asian 1

Black 0

Mixed 0

White 7

Other 0

31 December 2025

Asian 0

Black 0

Mixed 0

White 8

Other 0

Please note all statistics relate to just group plc only.

See the Nomination and Governance

Committee report on page 95 for the

Directors’ skills and expertise matrix.

Skills and competencies

1 As at 26 February 2026.

Director champion roles

Certain Non-Executive Directors

serve as champions for key areas of

Board focus. These include supporting

Consumer Duty discussions and

oversight, gathering colleague views

through employee engagement,

ensuring sustainability matters are

raised and guided appropriately,

and overseeing the integrity and

effectiveness of whistleblowing

policies and procedures.

Further details on the Board’s

activities during the year are

contained on pages 81 to 83.

Average Non-Executive

Director tenure

3.6 yrs

Kathleen Byrne (known as Kathy Byrne)

Independent Non-Executive Director

Appointed: 1 February 2022 (4 years)

Career and Experience

Kathy has over 40 years’ experience in the

insurance industry and was previously Chief

Executive Officer of the Metropolitan Police

Friendly Society. A qualified actuary, Kathy

started her career at consulting actuaries

Hymans Robertson & Co and was Managing

Director of Cardif Pinnacle’s investment

business unit. Prior to this, she was their

Group Actuarial Director.

Kathy has an MBA from Henley Management

College and has served on the Institute and

Faculty of Actuaries Council.

Outside of Just Group, Kathy is a Non-

Executive Director of Amicorp FS (UK) plc.

Kathy is also a co-founder and shareholder

of Alpasión Vineyard, Mendoza, where

she held a Non-Executive Director role

until 2020.

Skills and Competencies

• Considerable experience in the insurance

and investment management industries

• Experience of providing strong innovation,

marketing and product development

• Chartered Actuary (Fellow)

Current other listed Directorships

Amicorp FS (UK) plc

Governance

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance in operation

The Just Group plc Board (the “Board”) is committed to underpinning all of Just’s activities with the highest standards of

corporate governance to fulfil our purpose of helping people achieve a better later life. This report sets out our governance

framework and how we have applied the principles of the UK Corporate Governance Code 2024 (the “Code”).

Our Governance Framework

Board of Directors

Group Committees and Forums

Group Chief Executive Officer

Group Executive Committee

Board Committees

Group Audit Committee

Group Risk and Compliance Committee

Nomination and Governance Committee

Remuneration Committee

Market Disclosure Committee

Leadership & Operations Investments Audit & Risk Sustainability

Our Governance Framework is designed to embed strong governance and oversight processes and to ensure compliance with the Code. It

covers the group of companies of which Just Group plc is the ultimate shareholder (the “Group”).

Underlying the governance framework between the Company’s Board, Board Committees, Group Chief Executive Officer and the Group

Executive Committee, are various Group committees and forums strengthening our governance and improving Board oversight.

The effective working relationship between the Board

and the Group Chief Executive Officer and the Group

Executive team facilitates support and challenge

through regular reporting and dialogue.

The Board delegates certain matters to its Board Committees. At each scheduled Board

meeting, the Chairs provide an update on their Committees’ activities.

The Board is responsible for the overall leadership of the Group and for setting its purpose and strategy including its sustainability strategy,

and for establishing the expected behaviours that guide how the Group operates. The Board ensures our culture is aligned with our strategy,

oversees our conduct and affairs, and promotes the success of the Group for the benefit of our shareholders and other stakeholders.

These bodies support the Group’s strategic priorities and business oversight. They include senior management committees and certain

subsidiary board committees with approved terms of reference.

Responsible for the overall performance and

day-to-day leadership of the Group.

Responsible for monitoring the integrity of the financial statements and solvency

reports, reviewing the effectiveness of the Group Internal Audit function, assessing

the Group’s internal controls and maintaining the external auditor relationship.

Responsible for overseeing the effectiveness of the Group’s risk management

framework and supporting a robust process for the identification, measurement,

management, monitoring and reporting of current and emerging risks.

Responsible for reviewing Board and Committee composition and succession needs,

proposing new Board appointments and overseeing governance developments.

Determines the remuneration policies for the Chair, Executive Directors, Senior

Management and Solvency II identified staff. It is also responsible for the operation of

share incentive plans and the oversight of gender and ethnicity pay gap reporting.

Meets as required to oversee the identification of inside information and disclosure

to the market, ensuring compliance with relevant regulatory requirements including

the UK Market Abuse Regulation.

• Defined Benefit: UK

Corporate Business Senior

Management Committee

• HUB Executive Committee

• Retail Senior Management

Team Committee

• Executive Change Committee

• Asset Liability Committee

• Credit Committee

• Insurance Committee

• Investment Committee

• Audit Committee

• Executive Risk Committee

• Conduct and Operational

Risk Committee

• Information Security and IT

Risk Committee

• Retail Conduct and

Customer Risk Committee

• Sustainability Bond Forum

• Executive Sustainability

Steering Committee

• Sustainability Working Group

Assists the Group Chief Executive Officer to

discharge their duties.

Key responsibilities include:

• Implementing the strategy and business plan

set by the Board.

• Executing plans to meet sustainability

commitments.

• Development and oversight of culture and

people ini

tiatives.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Corporate Governance Statement

Uk Corporate Governance Code

2024 Compliance

During the year, the Board and its

Committees oversaw the application

of the 2024 Code, which came

into effect on 1 January 2025. The

changes to Provision 29, relating to the

effectiveness of the risk management

and internal control framework, will

apply to the financial year beginning

on 1 January 2026.

The Directors have assessed the

Company’s compliance with the Code

for the year ended 31 December 2025

and concluded that the Company

applied the principles and complied

with all provisions of the Code, except

Provision 21 following the Board’s

decision not to undertake an annual

Board evaluation (see page 89 for

more details).

The Board remains committed to

maintaining full compliance with the

Code and ensuring readiness for future

changes. This Corporate Governance

report, including the Board Committee

reports, explains how we have applied

the principles and provisions of

the Code.

Leadership and responsibility

Role of the Board

The Board provides overall leadership,

setting the Group’s purpose, strategy,

culture, expected behaviours and

standards to promote long-term

sustainable success and create value

for customers, shareholders and

wider stakeholders.

It operates under a formal schedule

of matters reserved for its decision,

including strategy, capital structure,

financial reporting and controls, risk

management, material contracts, Board

composition and succession, corporate

governance matters and delegations of

authority. These reserved matters are

reviewed annually to ensure they remain

appropriate and reflect best practice.

The Board delegates certain

responsibilities to its Committees

under approved terms of reference,

which are reviewed and approved

annually. The matters reserved for

the Board and terms of reference of

the principal Board Committees are

available at www.justgroupplc.co.uk/

about-us/governance.

Strategy

The Board plays an active role in

shaping and overseeing the Group’s

strategy to deliver long-term

sustainable success. It regularly

reviews and challenges strategic

priorities, monitors execution against

the approved business plan, and

receives updates from the Group Chief

Executive Officer and members of the

Group Executive team on key strategic

initiatives and emerging opportunities.

During the year, the Board considered

and agreed the Group’s medium

and long-term strategic goals at its

strategy day and scheduled meetings.

These priorities are set out in the

Strategic report on pages 14 to 15.

Sustainability is embedded within

the Group’s strategy. The Board

ensures that environmental, social and

governance (“ESG”) considerations are

integrated into decision-making and

oversees progress against the Group’s

net zero commitments and broader

sustainability objectives.

A standing quarterly agenda item

on sustainability enables the Board

to monitor initiatives, regulatory

developments and stakeholder

expectations. Further details are

provided in the Sustainability: TCFD

report on pages 36 to 51.

Technology remains a key enabler

of strategic delivery. The Board

regularly assesses transformation

initiatives, including the use of artificial

intelligence, and receives updates from

the Group Chief Digital Information

Officer on the implementation of the

technology strategy. The Group Risk

and Compliance Committee (“GRCC”)

oversees associated risks, including

cyber security and data protection.

Division of roles

and responsibilities

The Board is committed to maintaining

a clear and effective division of

responsibilities to ensure strong

governance and accountability.

This framework distinguishes the

leadership roles of the Chair, Executive

Directors and Non-Executive Directors,

supporting the integrity and efficiency

of Board operations.

As at the date of this report, the

Board comprises eight members: the

Chair (independent on appointment),

two Executive Directors and five

independent Non-Executive Directors.

John Hastings-Bass serves as

Chair and Mary Phibbs as Senior

Independent Director. Documented

roles and responsibilities for each

Director, including the defined

separation of duties between the

Chair and the Group Chief Executive

Officer, are fundamental to the

Group’s governance structure. These

arrangements promote constructive

challenge, effective decision-making

and long-term sustainable success.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Governance in operation continued

Key accountabilities

The following outlines the distinct responsibilities of the Chair, Executive Directors, Non-Executive Directors and the Group

Company Secretary, which collectively support the integrity and effectiveness of the Board’s operation.

Chair

Leads the Board effectively, ensuring focus on strategy, performance, long-term value creation and accountability. Sets the agenda, enables

constructive challenge, guides succession planning, supports the CEO on significant matters, and maintains effective communication with

shareholders, regulators and other stakeholders.

Our Executive team

David Richardson

Group Chief Executive Officer

Mark Godson

Group Chief Financial Officer

Chris Barker

Group Chief Digital Information Officer

David Cooper

Group Marketing & Distribution Director

Alex Duncan

Group Chief Risk Officer

Ellie Evans

Group Chief People Officer

Tom Evans

Managing Director, Retail

Paul Fulcher

Group Capital Management & Investment Executive

Pretty Sagoo

Managing Director, Defined Benefits Business

Further details on the roles and experience of our

Executive team can be found on our website www.

justgroupplc.co.uk/about-us/governance/leadership.

Group Chief Executive Officer

Leads the day-to-day management of the Group. Delivers the strategy and business plan approved by the Board, directs the Executive

team, and drives major initiatives. Maintains regular dialogue with the Chair, represents the Group externally and oversees engagement with

shareholders, regulators and other stakeholders.

Group Chief Financial Officer

Supports the CEO in leading the Group and is responsible for the Group’s financial strategy, planning and performance. Oversees financial

and Solvency II reporting, legal, tax and control functions, maintaining a robust financial control environment and ensuring timely, transparent

disclosures. Contributes to strategy development and manages relationships with investors, analysts, auditors and regulators on financial matters.

Senior Independent Director

Provides an independent sounding board for the Chair, acts as an intermediary for other Directors and shareholders where appropriate, leads

the evaluation of the Chair, and supports the Board in maintaining effective governance and constructive engagement with shareholders.

Independent Non-Executive Directors

Provide independent oversight, challenge management and uphold high standards of integrity and governance. Bring external perspective

and expertise to support strategy and decision-making.

Designated champions lead on Consumer Duty, Employee Engagement, Sustainability and Whistleblowing.

Group Company Secretary

Supports the Chair and provides guidance to aid the smooth functioning of the Board. Ensures the Board receives high-quality information

in adequate time and has access to appropriate resources. Advises the Directors on corporate governance developments. Facilitates Board

performance reviews, coordinates Director induction programmes and supports their ongoing professional development.

Executive leadership

The Group Chief Executive Officer (“CEO”) leads the day-

to-day operations of the Group and is accountable for

implementing the strategy and business plans approved by

the Board. The CEO is supported by the Group Executive

Committee (“GEC”), comprising senior leaders from across

the business, who collectively ensure effective strategy

execution, operational performance and risk management.

Key responsibilities of the GEC include:

• Delivering the Board-approved strategy and

recommending future developments.

• Managing business risks and maintaining

effective controls.

• Executing plans to meet sustainability commitments.

• Preparing budgets and the business plan for Board

approval.

• Monitoring Group performance and overseeing

stakeholder engagement.

• Driving initiatives to support colleague development

and engagement.

The Group Executive Risk Committee (“ERC”), chaired by the

Group Chief Risk Officer, focuses on risk management across

the Group, including oversight of risk appetite, controls and

regulatory compliance. The ERC reviews and challenges

relevant papers before they are submitted to the GRCC.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Culture and behaviours

Why culture matters

A strong culture is fundamental to

Just’s long-term sustainable success.

It underpins delivery of the strategy,

supports effective risk management

and drives positive outcomes for

customers and colleagues.

The Board is responsible for setting

and promoting a culture and

behaviours that align with Just’s

purpose and strategy. It considers

cultural indicators as part of its

oversight of strategy, performance and

risk, recognising the role culture plays

in sustaining trust and resilience across

the business.

The Board demonstrates leadership

by setting a clear tone from the top

and leading by example. Through its

decisions, interactions and oversight

activities, it promotes and embeds

Just’s expected behaviours and

maintains strong custodianship of the

Just brand.

Sources of cultural insight

The Board draws on a broad range

of inputs to assess culture, including

colleague engagement results,

employee listening and feedback,

conduct and risk culture metrics,

and insights gained through Board-

led colleague engagement. It also

considers customer outcomes to

assess whether the desired culture

is being embedded throughout

the business.

Monitoring culture

Monitoring culture is a collective

responsibility of the Board and

its Committees.

This includes:

• Reviewing updates on culture

initiatives and colleague

engagement results.

• Considering culture as part of

strategic decision-making and

risk assessments.

• Reviewing reports on risk culture

and conduct risk metrics.

• Engaging directly with colleagues

through Board-led sessions

and designated Non-Executive

Director roles focused on employee

engagement and Consumer Duty.

Culture and leadership

expectations

The Board sets clear expectations for

behaviours across the organisation.

Just’s senior leaders are expected

to role-model the Company’s

expected behaviours, foster

inclusive team environments and

support colleagues to deliver good

outcomes for customers. These

expectations are reinforced to all

colleagues through CEO Town Halls,

regular communication cascades

and performance discussions, where

individuals are assessed on both what

they deliver and how they deliver it.

Clear, measurable objectives aligned

to the Group’s overall business goals

and expected behaviours support

accountability and consistency across

the organisation.

Culture and reward alignment

The Board, through the Remuneration

Committee, ensures that reward

structures reinforce the right

behaviours. This includes reviewing

how cultural factors, colleague

experience, customer outcomes and

risk considerations are reflected in

performance assessments. The Board

expects remuneration outcomes

to support a culture of fairness,

accountability and sustainable delivery,

and receives updates on steps taken

to align incentives with the Company’s

purpose and expected behaviours.

Whistleblowing

The Board encourages a healthy

culture where colleagues feel confident

to speak up about any concerns or

suspected wrongdoing without fear

of retaliation.

Just operates a robust Whistleblowing

Policy, reviewed and approved

annually by the Group Audit Committee

to ensure it is effective and meets

regulatory expectations. Colleagues

are encouraged to raise concerns

through multiple channels. They

include directly with the Group

Company Secretary or anonymously

via an independent whistleblowing

hotline and secure online portal –

designed to protect confidentiality and

provide assurance that concerns will

be handled appropriately.

The Group Company Secretary

oversees the review and coordination

of responses, engaging relevant areas

of the business as required. Matters

raised are reported to the Chair of the

Group Audit Committee, who acts as

the Board’s Whistleblowing Champion.

Regular reports are provided to

the Group Audit Committee on the

operation of the policy, including the

nature and volume of cases raised,

outcomes of investigations and any

remedial action taken, and steps

to ensure colleagues are aware of

the whistleblowing process and

protections available.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Governance in operation continued

Internal

communications

The Directors have access

to HQ, Just’s intranet,

which publishes the latest

news, updates on network

activities and events,

recognition articles,

guidance material and the

colleague magazine, US.,

which all provide an insight

into culture at Just.

Board reporting

The Board receives regular

updates from the Group

Chief Executive Officer

on strategic priorities,

including Be Proud to

Work at Just, and from

the Group Chief People

Officer on colleague-

related initiatives.

Risk culture

Key risk indicators focused

on risk culture have

been developed that are

reviewed bi-annually by

the GRCC. This provides

an opportunity for the

Directors to consider

positive developments and

areas requiring more focus

by the business.

Informal channels

Useful stakeholder

feedback is received via

informal channels that

relates to, or potentially

impacts, Just’s culture

or expected behaviours,

which can inform Board

discussions or decisions.

Remuneration

The Remuneration

Committee ensures

that our approach to

remuneration is aligned

with Just’s culture. It sets

Short and Long Term

Incentive Plan metrics,

which are aligned with

the Company’s expected

behaviours.

Customer call

listening sessions

Directors attend customer

call listening sessions,

gaining first-hand

insight into customer

interactions and service

culture. Feedback from

these sessions informs

the Board’s oversight of

culture.

Colleague

engagement surveys

The Board reviews

results from colleague

engagement surveys,

which include questions

on culture, and

receives updates on

action plans which are

developed based on

feedback received.

Diversity, equity,

inclusion and

belonging (“DEIB”)

The Board receives regular

updates on DEIB initiatives

that foster an inclusive

workplace, supporting its

oversight of culture.

Board champions

The Board has designated

specific responsibilities

to various Non-Executive

Directors in relation to

Consumer Duty, employee

engagement, sustainability

and whistleblowing who

provide updates to the

Board on their insights.

Non-Executive

Director engagement

Non-Executive Directors

participate in “Take on

Board” sessions directly

with colleagues. These

sessions are framed

around various themes

including culture,

diversity, inclusion, and

remuneration alignment.

Town Halls

The Group Chief

Executive Officer hosts

regular interactive Town

Halls with colleagues,

providing updates and

an opportunity to ask

questions in an open

forum. Feedback from

these sessions is shared

with the Board to support

its oversight of culture.

Whistleblowing

The Group Audit

Committee is responsible

for the oversight of

whistleblowing matters.

It receives updates

on whistleblowing

activity, including

incidents, investigations

and outcomes.

How the Board monitors culture

The following is a non-exhaustive set of examples of how the Board and its Committees monitor culture at Just.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Board activities

The following pages provide an overview of key matters considered by the Board during the year. This summary is not

exhaustive but reflects the most significant areas of focus.

In addition to these activities, the Board received regular strategic, operational and financial updates from the Group Chief

Executive Officer and Group Chief Financial Officer. The key indicates how the activities align with the Group’s strategic priorities.

Strategy

The Board focused on a number of strategic initiatives during the year and is responsible for assessing the appropriateness of the Group’s

strategy against its purpose and vision, making adjustments over time as circumstances evolve. The Board maintains a forward-looking

agenda that considers economic, social, environmental and regulatory issues, as well as other relevant external matters that may influence

the Company’s ability to achieve its objectives. In doing so, the Board evaluates stakeholder perspectives and ensures that strategic decisions

support long-term sustainable success.

Key activities

• Held a dedicated Board strategy session to agree refinements to

the Group’s strategy, with a particular focus on growing sustainably,

reaching out to both new and current customers, technology-driven

scalability, performance momentum and culture. A follow-up report

summarising key themes and areas of emphasis was presented later

in the year, informing subsequent decisions.

• Received regular updates on the delivery of the Group’s strategy

execution plan and assessed progress against agreed milestones.

• Deliberated on the recommended cash offer from BWS, considering

its strategic, financial and stakeholder implications.

• Monitored progress of various initiatives to reach the Group’s

carbon net zero targets and reviewed updates on climate

and sustainability matters, ensuring alignment with regulatory

expectations and stakeholder priorities.

• Reviewed progress on the Change delivery programme and its

impact on operational efficiency.

• Conducted in-depth reviews of the Group’s strategic opportunities

and challenges across all business areas, including consideration of

market trends and emerging risks.

• Reviewed initiatives linked to the new customer promises and

assessed their impact on customer experience.

• Discussed the outcomes of the 2024 Board effectiveness review

and approved the 2025 action plan following a recommendation

from the Nomination and Governance Committee.

Decisions

• Convened additional meetings to consider the recommended cash

offer from BWS. After thorough deliberation, the Board approved

the offer, recognising its strategic fit and expected contribution to

growth.

• Approved the Group’s key strategic targets and priorities for

the year, ensuring alignment with Just’s purpose, culture and

stakeholder expectations.

• Approved material defined benefit and third-party transactions and

wider business modernisation programmes, supporting operational

efficiency and improved customer experience.

• Approved the submission of the Group’s UK Stewardship Code

Report, reinforcing the Group’s commitment to responsible

investment and transparent governance practices.

Alignment to strategic priorities

Culture and People

The Board assesses and monitors culture to ensure that policies, processes and behaviours remain aligned with the Company’s purpose and

strategy. It is responsible for succession planning and the Remuneration Policy for the Chair, Non-Executive Directors, Executive Directors and

Senior Management, following advice and recommendations from the Nomination and Governance, and Remuneration Committees.

The Board engages with the wider workforce through multiple channels, including ‘Take on Board’ sessions, and ensures that mechanisms are in

place for colleagues to raise concerns in confidence.

Key Activities

• Monitored colleague engagement and reviewed outcomes of culture

initiatives, ensuring alignment with strategic objectives.

• Received updates from the Group Chief People Officer on diversity,

equity, inclusion and belonging initiatives, as well as learning

and career development programmes, including an overview of

performance, progress achieved, and future plans.

• Considered resource capacity and capability requirements to meet

future business needs.

• Board members participated in several ‘Take on Board’ sessions

covering topics such as remuneration, strategy, and early careers,

to strengthen workforce engagement.

• Received an update from the Group’s Executive Sponsor for Social

Mobility on current initiatives and future objectives to enhance

social mobility across the organisation.

Decisions

• Approved the continued adoption of the Board Diversity, Equity,

Inclusion and Belonging Policy, reinforcing the Board’s commitment

to an inclusive culture.

• Approved the annual submission of the Group’s Modern Slavery

Statement, supporting transparency and ethical practices.

Alignment to strategic priorities

Measured against our strategic priorities

Grow

sustainably

Scale with

technology

Be Recommended

by our customers

Reach new

customers

Be proud to

work at Just

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Governance in operation continued

Financial Performance, Structure and Capital

The Board evaluates and monitors current performance against agreed targets and is responsible for approving annual plans and budgets,

major capital commitments, material acquisitions, results, dividends and announcements, including the going concern and viability statements.

It ensures that the necessary financial resources, assets and skills are in place for the Company to meet its objectives.

Key Activities

• Assessed the Group’s capital and liquidity requirements, including

optimisation of its Solvency II capital structure.

• Approved the continuation of the purchase of shares in the market

through the Group’s Employee Benefit Trust to meet exercisable

share incentive awards.

• Considered the Group’s debt refinancing arrangements and

engaged on internal loan refinancing.

• Reviewed the dividend policy. Recommended the 2024 final

dividend and declared the 2025 interim dividend.

• Received updates on investor activity, market and peer analysis,

and share price performance.

• Reviewed broker reports and feedback from investor meetings.

Decisions

• Approved the business plan and targets, and monitored the Group’s

results against them to ensure delivery of strategic objectives.

• Approved the Group’s half-year and annual financial results,

reinforcing transparency and regulatory compliance.

• Approved the Group Solvency and Financial Condition Report for

submission to the Prudential Regulation Authority.

• Approved the payment of RT1 coupons in respect of RT1 notes.

• Approved Stress & Scenario Testing Framework principles.

• Approved the submission of the Life Insurance Stress Test (“LIST”)

2025 documentation to the regulator.

• Oversaw the internal transfer of lifetime mortgages to align

exposures with the Group’s risk appetite framework.

Alignment to strategic priorities

Risk Management and Internal Controls

The Board sets the Company’s risk appetite for each principal risk and regularly assesses both principal and emerging risks. It approves

adjustments to risk appetites, reviews mitigation strategies, and approves the overarching risk management framework.

While ultimate responsibility for risk management, internal controls, and internal audit resides with the Board, monitoring is delegated to the

GRCC (see page 102) and the Group Audit Committee (see page 96). The Board receives regular reports and recommendations from these

Committees to ensure effective governance, robust oversight and resilience.

Key Activities

• Considered risks to the Group’s strategy and business plan,

ensuring alignment with risk appetite.

• Reviewed the Group’s financial resilience, including stress testing

and scenario planning.

• Received annual Chief Actuary validation reports to confirm

actuarial soundness.

• Reviewed reinsurance counterparty arrangements.

• Oversaw customer activity initiatives and evaluated progress

against Consumer Duty regulatory expectations, ensuring

compliance and fair outcomes for customers.

Decisions

• Approved changes to risk appetites, ensuring effective management

of evolving risks.

• Approved the Group’s Own Risk and Solvency Assessment (“ORSA”)

and ORSA Policy.

• Approved the annual operational resilience self-assessment,

supporting continuity planning.

• Approved the Group’s recovery plan and run-off plan in line with

regulatory requirements.

• Approved the annual Matching Adjustment Attestation regulatory

application and Matching Adjustment Attestation Policy.

• Approved the annual Board Consumer Duty Report, reinforcing

commitment to fair customer outcomes.

Alignment to strategic priorities

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Board and Board Committee Governance

The Board is collectively responsible for the overall governance of the Group, ensuring that sound decision-making processes, accountability

mechanisms, and oversight arrangements are in place to support long-term success. It sets the tone from the top, promotes a culture of

integrity and transparency, and ensures compliance with all applicable governance codes and regulations.

Key Activities

• Received reports from the principal Board Committees, enabling

effective oversight of delegated responsibilities.

• Received updates on regulated subsidiaries governance, initiatives

and challenges.

• Convened the 2025 Annual General Meeting (“AGM”), ensuring

shareholder engagement and compliance with statutory requirements.

• Attended workshops and training sessions covering topics such as

fraud prevention, insurance risk, stress and scenario testing, and

corporate governance, strengthening Board knowledge and resilience.

Decisions

• Approved the appointment of Matt Saker to the Board, following a

recommendation from the Nomination and Governance Committee,

ensuring robust succession planning and governance continuity.

• Approved updates to matters reserved for the Board and Board

Committees’ terms of reference, reinforcing clarity of roles and

responsibilities.

• Approved updates to the Inside Information Policy and Securities

Dealing Policy and Code.

Alignment to strategic priorities

Meeting attendance

In 2025, the Board met 11 times, comprising seven scheduled meetings and four additional meetings convened to consider

the recommended offer from BWS, and regulatory and governance matters. The Board also participated in an offsite session

dedicated to strategy. All scheduled meetings were held in person, with facilities available for virtual attendance where

required. Senior executives and external advisers were invited to present on business development, operational performance

and governance topics, as required.

Board papers were circulated sufficiently in advance of meetings to support informed discussion. Where a Director was unable to

attend a meeting, they were able to provide comments to the Chair beforehand. Certain decisions during the year were taken by

written resolution or through authority specifically delegated by the Board to a committee constituted for that purpose.

The Group Company Secretary, or a nominated deputy, attended all Board and Board Committee meetings, ensuring the

accurate recording of minutes and actions, which were circulated following each meeting.

Directors’ attendance at scheduled Board and Board Committee meetings during the year is set out in the table below.

Board

Group

Audit

Group Risk and

Compliance

Nomination and

Governance Remuneration

John Hastings-Bass Chair 7/7 – 6/6 3/3 5/5

David Richardson Executive Director 7/7 – – – –

Mark Godson Executive Director 7/7 – – – –

Mary Phibbs Senior Independent Director 7/7 6/6 6/6 3/3 5/5

Jim Brown Non-Executive Director 7/7 – 6/6 – 5/5

Michelle Cracknell

Non-Executive Director 7/7 6/6 – 3/3 5/5

Mary Kerrigan Non-Executive Director 7/7 6/6 – – –

Matt Saker

Non-Executive Director 3/3 2/3 3/3 – –

Resigned in 2025

Kalpana Shah

Non-Executive Director 0/1 0/1 0/1 – –

Additional meetings held 4 1 4 0 1

1 Michelle Cracknell was appointed as a member of the Group Audit Committee on 31 January 2025.

2 Matt Saker was appointed as a Director on 1 August 2025. He was unable to attend the Group Audit Committee meeting in October 2025 due to prior

commitments.

3 Kalpana Shah resigned as a Director on 1 March 2025. She was unable to attend the GRCC and Board meetings in January 2025 and the Group Audit Committee

meeting in February 2025. The GRCC meeting was chaired by John Hastings-Bass in her absence.

Measured against our strategic priorities

Grow

sustainably

Scale with

technology

Be Recommended

by our customers

Reach new

customers

Be proud to

work at Just

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Board support

The Group Company Secretary

supports the Chair and Board, by

ensuring governance matters are

brought to their attention and by

delivering an annual programme of

Board and Board Committee meetings,

training and presentations from

senior management. This ensures

Directors receive timely, high-quality

information to discharge their statutory

duties effectively.

Directors may seek independent

professional advice at the Company’s

expense where appropriate. All

Directors have access to the

advice and services of the Group

Company Secretary and the Group

General Counsel.

Stakeholders and key

Board decisions

Customers

Helping people achieve a better later

life remains central to Just’s purpose

and strategy. This is reflected in the

strategic priorities set and monitored

by the Board, which are described in

the Strategic report on pages 14 to 15.

The Board oversees compliance

with Consumer Duty, ensuring that

customers’ needs are prioritised

and good outcomes delivered. It

receives regular updates on customer

initiatives, challenges management

on further embedding Consumer Duty

across the business, and reviews

conduct and customer risk metrics. In

2025, the Board approved its annual

Consumer Duty report and continues

to monitor progress against regulatory

expectations and initiatives to enhance

customer experience.

Michelle Cracknell serves as the

Board’s Consumer Duty Champion,

engaging with stakeholders and

providing insights on progress and

areas for improvement to ensure Just

delivers good customer outcomes.

Colleagues

Ensuring that colleagues feel proud to

work at Just remains a key strategic

priority for the Board. During the year,

the Board oversaw the embedding

of our new behaviours to support a

culture aligned with Just’s purpose

and high performance.

The Board engages with colleagues

through initiatives such as the Take

on Board sessions with Non-Executive

Directors, which provide opportunities

for open questions and feedback.

Insights from these sessions inform

the Board discussions on culture,

colleague experience and broader

employee matters.

Michelle Cracknell serves as the

Employee Engagement Champion,

in line with Provision 5 of the Code.

Working with the Group Chief People

Officer, she follows an agreed annual

plan using multiple communication

channels to gather colleague views.

This approach is reviewed annually

and remains effective.

In 2025, Michelle met regularly with

the Group Chief People Officer, visited

offices, attended a customer call

listening session and co-led a session

on remuneration alignment with the

wider workforce. Feedback from these

activities is reported to the Board to

ensure employee perspectives are

considered in decision-making.

Shareholder engagement

The Group maintained regular dialogue

with institutional shareholders and

debt investors through a programme of

meetings and roadshows. Engagement

during the year included a post-results

roadshow in March, North American

investor meetings and debt investor

engagement roadshows in May,

followed by an investor roadshow in

Frankfurt in June.

The Executive Directors and Investor

Relations team also attended industry

conferences in UK and Germany,

hosted roundtables and held one-

to-one meetings with existing and

prospective equity investors until the

announcement of the BWS cash offer

on 31 July 2025. Engagement with

debt investors continued throughout

the second half of the year.

Discussions focused on growth

opportunities, competitive challenges,

market positioning, investment

strategy, DB pension scheme reforms

and proposition development. The

Investor Relations team provided

regular reports to the Board on investor

activity, market analysis, share price

performance and investor feedback.

The Company’s ordinary shares are

covered by nine analysts. The Investor

Relations team also maintains an open

dialogue with analysts who do not

formally cover the Company, as well

as with banks, brokers, credit analysts

and other market participants. Fitch

reaffirmed A/A+ credit ratings for

subsidiaries of the Group, with a Stable

outlook in November 2025.

Reflecting the premium inherent in the

220.00 pence offer by BWS, the price

of Just’s ordinary shares increased by

33% year on year to 216.00 pence at

31 December 2025. The share price

has remained above 210.00 pence

since 31 July 2025, consistent with the

gradual pull-to-offer effect towards the

updated offer price of 219.16 pence

(adjusted for the 0.84 interim dividend

paid in September 2025) and investors

expectations on the completion

timeline. The transaction is expected to

complete in the first half of 2026.

The Senior Independent Director

and Committee Chairs remain

available for shareholder consultation

if they have concerns which are

inappropriate to raise with the Chair

or Executive Directors.

Governance in operation continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

The 2025 AGM was held on

8 May 2025 in London, where the

Group Chief Executive Officer provided

an update on performance, positioning

and outlook. Shareholders were able to

raise questions in person or by email,

and all resolutions passed.

On 19 September 2025, Court and

General Meetings were convened to

approve the scheme of arrangement,

authorise its implementation and

amend the articles of association

following the Board’s recommendation

of the BWS cash offer. All resolutions

were approved.

Shareholders were encouraged to vote

at all meetings, including by appointing

the Chair as proxy if unable to attend,

and were invited to ask questions

during proceedings.

Suppliers

The Board recognises the importance

of maintaining strong, transparent and

ethical relationships with suppliers

as part of its commitment to high

standards of conduct and integrity.

Just’s Procurement and Outsourcing

Policy sets clear expectations for

honesty, impartiality and integrity in

all business dealings and ensures that

contractual arrangements with third

parties are undertaken with appropriate

consideration of associated risks.

The Board monitors the third-party

contracts. Oversight of third-party risk,

including operational and cyber risks, is

delegated to the GRCC, which receives

regular reports on the effectiveness

of controls and compliance with

regulatory requirements.

Further details on how the Board

engages with suppliers and considers

their interests in decision-making can

be found in the Relationships with

stakeholders report on page 57.

Being a responsible corporate

citizen

The Board is committed to ensuring

Just operates responsibly and in

compliance with all applicable laws

and regulations, reflecting our value

of doing the right thing for customers,

colleagues, shareholders, suppliers and

wider society.

Anti-bribery and anti-corruption

The Board is committed to preventing

bribery and corruption across

the Group. Colleagues receive

regular training to understand their

responsibilities in preventing financial

crime. Internal policies, including

Just’s Financial Crime Policy, set

clear standards for managing

associated risks.

The Board monitors compliance

with legislative and regulatory

developments to reduce economic

crime, including the prevention of

fraud. The GRCC receives annual

reports from the Group’s Money

Laundering Reporting Officer on the

effectiveness of controls to prevent

financial crime.

Data privacy and security

The Board ensures that Just maintains

a robust control framework to

safeguard personal data. Policies

and processes govern the collection

and processing of data, supported

by colleague training. Oversight of

data protection risk is delegated to

the GRCC, which receives regular

updates on the management of

data risk, and an annual report from

the Data Protection Officer on the

effectiveness of the framework and

control environment.

Modern slavery and human

rights

The Board adopts a zero tolerance

approach to modern slavery and is

committed to upholding human rights

across Just’s operations and value

chain. Each year, the Board approves

a modern slavery statement, which

outlines how risks are assessed, due

diligence undertaken and the policies

and practices in place. The current

statement is available on our website

at www.justgroupplc.co.uk.

Tax strategy

The Board ensures compliance

with all tax reporting and payment

obligations in a timely and transparent

manner. Each year, the Group Audit

Committee reviews and approves

Just’s tax strategy, which sets out

our approach to tax governance

and risk management. The current

strategy is available on our website

at www.justgroupplc.co.uk.

Community

Supporting our communities is central

to Just’s priority of creating a fair

world. Just continues to partner with

charities and local initiatives that align

with our business and stakeholder

priorities. In 2025, Just partnered

with Hourglass, a charity dedicated to

ending harm, abuse and exploitation of

older people in the UK. Just’s Charity

and Community Policy supports

fundraising by matching colleague

contributions for designated charities

within an agreed budget.

The Board receives updates on

volunteering activities, further details

of which are provided in the Colleagues

and Culture report on pages 52 to 55.

Environment

Sustainability is embedded in Just’s

strategy. The Board has set net zero

targets and is a signatory to the UK

Stewardship Code. Further details

on Just’s environmental initiatives

and progress against sustainability

commitments can be found in the

Sustainability: TCFD report on

pages 36 to 51.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

How the board considered stakeholders during the year

The Board sets the strategic direction, culture and expected behaviours for Just and draws on its diverse skills, experience and

stakeholder insight to make well-informed decisions that promote the long-term sustainable success of the Company.

At each meeting, detailed papers provide information on the potential impact of decisions on stakeholders, including customer

outcomes, sustainability considerations and key risks requiring Board attention. This approach ensures that stakeholder

interests are embedded in strategic and operational decision-making.

The Group’s Section 172(1) statement is included in the Strategic report on page 59. The table below provides examples of how

Section 172 factors and stakeholder engagement informed Board discussions and decisions during the year. Further details on

Board engagement with stakeholders can be found on pages 56 to 58.

Strategic Initiatives – Customer Outcomes

S172 factor considered:

Background

The Board considered and refined the Group’s strategy with clear, specific goals driven by appropriate priorities to be delivered sustainably and

following the Just way. Two of its strategic objectives are customer-related: reach new customers and be recommended by our customers.

How the Board approached it

The Board reviewed the Group’s purpose and long-term ambitions, ensuring the strategy supports sustainable growth and strong customer

outcomes. In support of these priorities, the Board oversaw the development of Group-wide customer promises, designed to define what a

compelling customer experience should look like and the data-driven insights needed to achieve excellence.

The Board also reviewed the annual Consumer Duty report and noted that Just was compliant and remained committed to delivering good

outcomes for our customers and embedding customer-centricity at the heart of everything we do. A new customer outcomes dashboard was

introduced in early 2025 to enable better trend analysis and more effective monitoring and improvement of customer outcomes over time.

Outcome

The Board concluded that the customer promises were designed with the end customer in mind, ensuring the focus was on the entire journey.

It approved the annual Consumer Duty report and agreed that enhancing data gathering and management information would be a key focus

for the year ahead. The Board continues to receive regular customer updates, and all papers include an explanation of the impact on customer

experience and outcomes to aid holistic oversight of how Just is meeting its strategic priorities on customers.

Proposed Acquisition of Just

S172 factor considered:

Background

On 31 July 2025, the Boards of Just and Brookfield Wealth Solutions Ltd announced a recommended cash offer for Just Group plc. This was a

significant strategic decision requiring careful consideration of stakeholder interests and regulatory requirements.

How the Board approached it

The Board held regular meetings to assess the terms of the proposal and its alignment with Just’s purpose and long-term strategy. Directors

considered the potential benefits for shareholders, including the certainty of value and premium offered, alongside implications for customers,

colleagues and other stakeholders.

Key considerations included:

• Customers: Ensuring continued delivery of good outcomes and maintaining strong governance and risk controls post-transaction.

• Colleagues: Reviewing cultural alignment and the potential for career development opportunities within the combined group.

• Investors: Evaluating the financial terms and market conditions, taking into account general shareholder expectations.

• Regulatory compliance: Ensuring the transaction supported Just’s risk appetite and helped to maintain a strong solvency position and

financial resilience.

• Long-term sustainability: Considering the impact on Just’s growth ambitions, reputation and ability to safeguard policyholder commitments.

Outcome

After detailed analysis and engagement with advisers, the Board concluded that the recommended offer was in the best interests of

shareholders and consistent with Just’s purpose and long-term sustainable success. The Board approved the transaction and oversaw

stakeholder communications, ensuring transparency and compliance with all regulatory obligations. The Board also recognised that the

partnership would enhance capabilities and support Just’s future growth ambitions.

Governance in operation continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Sustainability – UK Stewardship Code

S172 factor considered:

Background

Just became a signatory to the UK Stewardship Code in 2024. During the year, the Board considered whether to maintain signatory status,

taking into account the Financial Reporting Council’s latest requirements and the Group’s strategic priorities.

How the Board approached it

The Board reviewed the updated expectations of the Stewardship Code and assessed their alignment with Just’s purpose, long-term strategy

and sustainability commitments. Directors considered the benefits of continued signatory status, including enhanced transparency, investor

confidence and alignment with responsible investment principles. The Board also evaluated the resources required to meet reporting obligations

and maintain high standards of stewardship.

Outcome

The Board concluded that maintaining signatory status under the UK Stewardship Code supports Just’s long-term sustainable success and

commitment to responsible business practices. It approved the submission of the final report to confirm continued adherence and requested

management to implement processes to ensure compliance with the latest requirements ahead of the revised UK Stewardship Code coming into

effect on 1 January 2026. The Board receives regular updates on stewardship activities and reporting obligations.

Strategic Priorities – Technology

S172 factor considered:

Background

The Board considered the Group’s technology strategy as a key enabler of long-term value creation and competitive advantage in Just’s core

markets. In doing so, the Board focused on the importance of modern, resilient systems that support sustainable growth and deliver improved

outcomes for customers, colleagues, shareholders and other stakeholders.

How the Board approached it

The Board reviewed the Group’s technology priorities, assessing how the programme aligns with Just’s strategic ambitions and the expectations

of its stakeholders. As part of this review, the Board took into consideration the business plan, customer expectations and needs, resource

requirements and operational impacts associated with the Group-wide transformation initiatives. Directors considered the importance of

colleague capability and recognised the value of targeted upskilling to ensure teams are equipped to adopt new systems and emerging

technologies, including artificial intelligence. The Board also assessed how enhancements to Group systems would improve customer journeys,

strengthen operational resilience, mitigate technology-related risks and maintain competitiveness across markets.

One major area of focus was the modernisation of technology used by the Retail business. The Board reviewed the transformation roadmap

designed to replace ageing systems, reduce operational risk and position the business to respond effectively to regulatory change and evolving

customer needs. This multi-year programme will remain an important focus area for the business throughout 2026 and beyond.

Outcome

The Board concluded that the technology strategy is aligned with the Group’s long-term sustainable growth objectives and will deliver clear

benefits for customers, colleagues and shareholders. Investment in modernising the Retail platform will create efficiencies, strengthen resilience

and enable more agile responses to market developments. For customers, the transformation is expected to enhance service quality through

more seamless and reliable digital journeys. For colleagues, improved systems and ongoing skills development will support greater productivity

and help maintain a competitive operating environment in line with industry standards.

Diversity, equity, inclusion

and belonging

The Board is committed to promoting

diversity, equity, inclusion and

belonging at Board and senior

management level and throughout the

Group. The Board’s Diversity, Equity,

Inclusion and Belonging (“DEIB”) Policy

sets out the Board’s approach to

diversity, including the composition of

the Board, its principal Committees and

the Group Executive Committee. The

policy was reviewed during the year

and remains aligned with the Group’s

broader DEIB strategy to strengthen

Just’s inclusive culture and sense

of belonging.

Progress against our DEIB strategy

and targets is supported by a range of

initiatives, outlined in the Colleagues

and culture report. The Group Chief

Executive Officer acts as Board

sponsor for DEIB.

As at 31 December 2025, the Board

met one of the three diversity targets

set out in the FCA Listing Rules but did

not meet the targets recommended by

the FTSE Women Leaders and Parker

Reviews. The Senior Independent

Director is female and, until 1 March

2025, one Non-Executive Director was

from a minority ethnic background.

Female representation on the Board fell

below 40% following the appointment

of a new Non-Executive Director on

1 August 2025.

Additional Non-Executive Director

recruitment was planned for the second

half of 2025 to restore gender balance

and improve ethnic diversity. However,

these plans were deferred following

the recommended cash offer from

BWS and remain on hold at the date of

this report. Future appointments will

continue to reflect the principles of

the Board’s DEIB Policy and strategy,

ensuring that diversity remains a

consideration in Board and senior

leadership recruitment.

Section 172(1) factors:

Business

relationships

Community

and environment

High standards

of conduct

Investors

Long

term

Colleagues

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Governance in operation continued

As a signatory to the Women in Finance Charter, we have set a target for 40% of our most senior population (Group Executive

Committee and their direct reports) to be female by the end of 2026. As at 31 December 2025, our gender diversity for this

population stood at 44%. As a signatory to the Race at Work Charter, we are committed to ensuring our workforce reflects

the ethnic composition of the broader UK population. We have set a target for more than 16% of our most senior population to

be ethnically diverse by the end of 2026. As at 31 December 2025, 13% of this population were ethnically diverse. We remain

committed to maintaining progress against these targets and embedding diversity, equity, inclusion and belonging across

the Group.

The tables below set out data about the gender and ethnicity of the Board and senior management as at 31 December 2025

(the Listing Rules reference date), in the format prescribed by the Listing Rules.

Gender diversity as at 31 December 2025

Number

of Board

members

Percentage of

the Board

(%)

Number

of senior

positions on

the Board

Number in

executive

management

Percentage

of executive

management

(%)

Men 5 62.5 3 8 80

Women 3 37.5 1 2 20

Other categories 0 0 0 0 0

Not specified/prefer not to say 0 0 0 0 0

Ethnic background as at 31 December 2025

White British or other White 8 100 4 9 90

Mixed/multiple Ethnic Groups 0 0 0 0 0

Asian/Asian British 0 0 0 1 10

Black/African/Caribbean/Black British 0 0 0 0 0

Other ethnic group including Arab 0 0 0 0 0

Not specified/prefer not to say 0 0 0 0 0

1 Senior positions on the Board, as defined by the Listing Rules, comprise the Chair, Senior Independent Director, Group Chief Executive Officer and Group Chief

Financial Officer.

2 Executive management, as defined by the Listing Rules and in line with the Code requirements, comprises members of the Group Executive Committee and

the Group Company Secretary. The number of males and females in senior management positions in accordance with the Companies Act 2006 definition

(includes Executive Directors of the Group’s subsidiary undertakings but excludes Directors of the Parent Company) was 12 (75%) and 4 (25%) respectively as at

31 December 2025.

As set out in the above table, 37.5% of the Board and 20% of executive management (as defined by the Listing Rules) were

female as at 31 December 2025. In addition, 10% of executive management were from an ethnic minority background. At the

same date, no Directors on the Board were from an ethnic minority background.

The data for this disclosure was provided voluntarily by Directors. Data relating to executive management and the wider

workforce is captured via the Company’s internal HR system on a voluntary basis. Recognising that gender identity can differ

from that assigned at birth, all colleagues are offered the opportunity to volunteer their gender identity on our HR system.

The Board has delegated responsibility to the Remuneration Committee to oversee gender and ethnicity pay gap data and

reporting. Just’s median hourly gender pay gap decreased from 31.6% in April 2024 to 27.5% in April 2025 (mean hourly pay

gap is 26.3% and has decreased by 0.1%). Our median hourly ethnicity mean pay gap decreased from -14.7% in April 2024 to

-11.2% in April 2025, remaining in favour of our ethnically diverse colleagues (mean hourly pay gap of -2.3% remains the same

as last year). Further details can be found in the gender and ethnicity pay gap reports at www.justgroupplc.co.uk.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Board performance review

In accordance with the Code, the Board conducts an annual performance review of its own performance, that of its principal

Committees and the contribution of individual Directors, to assess effectiveness and the quality of decision-making.

Following a recommendation from the Nomination and Governance Committee, a formal internal Board evaluation was not

undertaken in 2025. Conducting a review ahead of the proposed acquisition by BWS would have resulted in an assessment of

a Board composition expected to change significantly.

Should the acquisition not proceed, the Board will determine the most appropriate timing for an internal evaluation in 2026.

The next externally facilitated review remains scheduled for 2026 in line with the Company’s approach and the Code. The last

externally facilitated review was undertaken by Boardroom Review Limited in 2023.

The Nomination and Governance Committee monitored progress against the actions agreed from the 2024 internal Board

performance review. During 2025, actions requiring priority attention were progressed and, where appropriate, completed.

A small number of actions were deferred, primarily due to the recommended acquisition, as outlined in the table below.

Progress against 2024 review findings

Focus areas Actions taken during 2025

Information flow During 2025, the Board progressed enhancements to strengthen information flow and forward planning. A

comprehensive review of rolling forward agendas was completed for the Board and its principal Committees, ensuring

consistency and alignment. Rolling forward agendas are routinely updated, with close collaboration between the

Company Secretarial team and key stakeholders to maintain comprehensive planning and avoid gaps.

The Company Secretarial team also worked closely with senior leaders to ensure that information flows from

Committees to the Board in a timely and appropriate manner. Clear guidance has been provided to authors on content

and submission timelines, supporting effective decision-making and governance.

Board and Committee

management

The development of comprehensive guidelines for managing the Board and its principal Committees (including meeting

administration, attendance protocols, agenda alignment and Directors’ expectations) was initiated during 2025. In light

of the recommended acquisition by BWS and the anticipated changes to Board and Committee composition, the Board

considered it appropriate to defer finalising this work to ensure the guidelines are relevant for the post-transaction

governance framework.

Board and Committee

composition

During 2025, several changes were made to the composition of the Board and its principal Committees, and the Board

continues to be an appropriate size with a good range of expertise. Diversity remains an important consideration and

will be taken into account in future recruitment planning.

The Board continued to focus on succession planning. A paper on Executive succession planning was presented to

the Nomination and Governance Committee and is routinely discussed at the Group Executive Committee. A paper on

Non-Executive succession planning will be brought to the Nomination and Governance Committee once the post-

acquisition Board is confirmed.

Directors’ inductions

Upon appointment, each Director receives a comprehensive and tailored induction programme designed to ensure a smooth

transition and provide a comprehensive understanding of the Company’s purpose, vision, strategy, culture and expected behaviours.

The programme also covers the governance framework, sustainability strategy and the opportunities and challenges facing

the industry.

The induction is designed by the Group Company Secretary in consultation with the Chair and Group Chief Executive

Officer, taking into account the Director’s existing expertise, business priorities and any anticipated Board or Committee

responsibilities. It typically includes a combination of meetings with senior management and advisers, and access to key

documents such as past Board and Committee papers, minutes, financial and operational plans, and compliance and regulatory

information.

As part of the process, the Group Company Secretary briefs new Directors on Company policies, Board and Committee procedures,

and core governance practices, including Directors’ statutory duties and market abuse regulation requirements. A high-level

overview of the induction programme provided to Matt Saker following his appointment as a Director on 1 August 2025 is set out

in the table below.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Governance in operation continued

Training and development

The Company is committed to

continuous development to ensure

Directors have the knowledge and

skills required to discharge their

responsibilities effectively. Training

needs are identified through the annual

Board skills assessment, performance

reviews and individual discussions with

the Chair. Directors may also request

additional briefings or one-to-one

sessions with senior management.

The Nomination and Governance

Committee approves an annual

training programme, with sessions

delivered throughout the year by

senior leaders and external experts.

These sessions cover regulatory

developments, strategic priorities,

emerging risks and technical matters

relevant to the Group’s business, and

include interactive presentations with

opportunities to ask questions to

deepen understanding.

In 2025, training topics included

the credit risk framework, failure

to prevent fraud, insurance risk,

investment operations and reporting,

longevity assumptions, social mobility

and a follow-up on developments in UK

corporate governance and associated

risk and control requirements.

Audit, risk and internal control

Preparation of the Annual Report

The Board is responsible for ensuring

that the Annual Report provides a

fair, balanced and understandable

assessment of the Group’s position

and prospects. It is satisfied that the

Annual Report contains the essential

information required for shareholders

to evaluate the Group’s performance,

business model and strategy. The

going concern statement is set out in

the Directors’ report and in note 1.1,

and the viability statement is on

page 63.

Assessing emerging

and principal risks

The Board determines the nature

and extent of risks it is willing to take

in achieving its strategic objectives

through its risk appetite framework.

During the year, the Directors

conducted a robust assessment of the

Group’s emerging and principal risks,

including those that could impact its

business model, future performance,

capital and liquidity. Details of

these risks and the processes for

identifying emerging risks are provided

in the section on principal risks

and uncertainties.

Risk management and internal

control systems

The Board, supported by the

Group Audit Committee and GRCC,

monitored the effectiveness of the

Group’s risk management and internal

control systems throughout the

year. These systems are designed to

manage, rather than eliminate, risk

and can only provide reasonable,

not absolute, assurance against

material misstatement or loss.

The Group Internal Audit function

provides independent assurance on

the adequacy and effectiveness of

controls, reporting its findings to the

Group Audit Committee throughout the

year. Further details are included in the

Group Audit Committee report.

Preparing for Provision

29: Effectiveness of

material controls

Provision 29 of the Code requires

a declaration on the effectiveness

of material controls for financial

years beginning on or after

1 January 2026. During 2025, the

Board and its Committees initiated

a readiness programme to ensure

compliance.

Non-Executive Director induction programme for Matt Saker

Areas covered Sessions by

Just’s purpose, strategy, culture and business model Chair

Group Chief Executive Officer

Managing Directors of each Business Unit

Financial performance and capital requirements Group Chief Financial Officer

Director of Actuarial

Risk management, internal controls, assurance, compliance

and regulatory developments

Group Chief Risk Officer

Director of Group Internal Audit

Senior Leaders in the Group Risk function

Investments, sustainability and net zero transition JRL and PLACL Investment Committees’ Chair

Group Capital Management & Investment Executive

Cyber security and operational resilience Group Chief Digital Information Officer

Chief Information Security Officer

Reinsurance Group Chief Actuary

Director of DB Pricing & Reinsurance

Remuneration and colleagues Remuneration Committee Chair

Group Chief People Officer

Corporate governance and Board operations Chair

Group Company Secretary

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Key actions include:

• Defining the Group’s material

controls across financial,

operational, compliance and

reporting processes.

• Mapping ownership and

assurance responsibilities to

strengthen accountability.

• Enhancing documentation and

evidence to support future

Board attestations.

• Engaging Group Internal Audit

and Risk functions to provide

independent assurance on design

and operating effectiveness.

• Developing reporting templates

and governance processes for

annual review and sign-off.

The Board has also considered the

potential impact of the recommended

cash offer from BWS on governance and

control arrangements and will ensure

readiness plans remain appropriate for

the post-transaction structure.

Remuneration

The Remuneration Committee is

responsible for determining and

reviewing Just’s remuneration policy

and practices to ensure they remain

appropriate, relevant and strongly

aligned with the Company’s purpose,

strategy and long-term success.

The Committee seeks to promote

long-term stewardship and to reward

individual contributions that support

the sustainable performance of the

Group.

The current Directors’ Remuneration

Policy (the “Policy”) was approved by

shareholders at the 2023 AGM with

over 95% of votes in favour and is

intended to apply for up to three years.

The full Policy is available in the 2022

Annual Report on the Just website. In

light of the recommended cash offer

from BWS, the updated Policy is not

included in this Annual Report. If the

acquisition has not completed in the

first half of 2026, the Policy will be

included in a Notice of General Meeting

for shareholder approval.

The Directors’ Remuneration report

explains how the principles of the Code

(clarity, simplicity, risk, predictability,

proportionality and alignment to

culture) are embedded in the current

Policy. In line with Provision 38 of the

Code, the Directors’ Remuneration

Report also sets out details of malus

and clawback provisions, including the

circumstances in which they apply, the

relevant time periods and the decision-

making processes. Further details

on the Remuneration Committee’s

activities and compliance with the

Code during 2025 can be found on

pages 106 to 120.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Nomination and Governance Committee Report

to enhance decision-making, mitigate

the risk of groupthink and support

robust risk management.

As part of its skills and competency

review, the Committee evaluated the

Directors’ current attributes, as set

out in the skills and expertise matrix

on page 95. The Board includes

individuals with significant financial

services and actuarial experience,

which remains valuable in addressing

the complex matters facing the

business. The Committee also

considered the evolving needs of the

Board to support the Group’s growth

ambitions. A short-term priority to

appoint an additional independent

Non-Executive Director with relevant

risk management expertise was met,

through the appointment of Matt

Saker, as detailed later in this report.

The Committee determined that the

current mix of Executive and Non-

Executive Directors is appropriate,

ensuring the Board is not unduly

large and remains predominantly

independent. It was satisfied that

the Board collectively possesses the

experience, expertise, diversity and

cultural alignment required to set and

challenge the Group’s sustainable long-

term strategy and to understand the

business needs necessary to achieve

its growth objectives.

Role

The Nomination and Governance

Committee (the “Committee”) is

responsible for regularly reviewing the

structure, size and composition of the

Board and its Committees, and, where

appropriate, making recommendations

to the Board to ensure the orderly

succession of Executive and Non-

Executive Director appointments.

It oversees the refreshment of the

Board and its Committees, and seeks

to maintain an appropriate balance

of skills, knowledge, independence,

experience and diversity. In doing so,

the Committee considers the Group’s

strategic priorities, challenges and

opportunities, relevant corporate

governance standards, and guidance

on Board composition.

The Committee also monitors

compliance with the UK Corporate

Governance Code 2024 (the

“Code”), tracks emerging trends and

consultations on corporate governance

matters, and assesses their potential

impact on the Group’s arrangements.

Where necessary, it recommends

changes to the Board, including

updates to the Group’s governance

framework. In addition, the Committee

oversees the induction, training and

ongoing professional development of

the Group’s Directors.

The Committee operates within

parameters set by the Board and in

accordance with its terms of reference,

which are reviewed annually and

are available on Just’s website at

www.justgroupplc.co.uk/about-us/

governance.

Review of the year

The Committee held three scheduled

meetings during the year and

approved additional matters via written

resolutions. Standing invitations were

extended to the Group Chief Executive

Officer and Group Chief People Officer,

with other senior executives and

managers attending as required to

present on matters within their areas

of responsibility.

Throughout 2025, the Committee

maintained a strong focus on ensuring

effective leadership at Just, aligned

with the skills, knowledge, experience

and diversity needed to support the

Group’s growth ambitions.

Board leadership

Composition

The Committee continued to assess

the composition, skills, experience

and diversity of the Board throughout

the year. It considered whether the

Board reflects a diverse mix of skills,

knowledge, expertise and backgrounds

“ The Committee remains

committed to supporting robust

governance and ensuring

continuity of leadership through

this transitional year.”

JOHN HASTINGS-BASS

Chair, Nomination and Governance Committee

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

To maintain relevant skills and

knowledge, the Committee reviews

Directors’ training needs regularly.

A comprehensive training programme

is in place, as outlined in the

Governance in Operation report.

Board and committee changes

On 1 August 2025, Matt Saker was

appointed as an independent Non-

Executive Director and assumed the

role of Chair of the Group Risk and

Compliance Committee (“GRCC”). He

also joined the Group Audit Committee

and the Audit and Investment

Committees of the life companies on

appointment. Matt brings extensive

risk management expertise and deep

experience in financial services,

making him well placed to lead the

GRCC and contribute effectively to the

Board’s oversight responsibilities.

The Committee led the recruitment

process for Matt’s appointment, with a

summary of the process provided on

the final page of this report. A detailed

role specification was agreed, and

the Board’s commitment to attracting

diverse talent was a key consideration

throughout the search. To facilitate the

process, Russell Reynolds Associates

(“RRA”), an external search consultancy

with no connection to the Company or

any Director, was engaged.

RRA adheres to the voluntary code of

conduct promoting gender diversity and

best practice in search assignments.

Michelle Cracknell was appointed as

a member of the Audit Committees

of the Group and its life companies

on 31 January 2025. The Committee

was satisfied that Michelle brings

relevant experience and insight, and

her contribution over the year has

made a valuable addition to the Audit

Committees’ deliberations.

Finally, Kalpana Shah resigned as an

independent Non-Executive Director on

1 March 2025, after serving four years

on the Board.

Conflicts of interest

Each Director is required to disclose any

actual or potential conflict of interest,

as defined by law, for consideration and

approval by the Board. This process is

supported by an annual authorisation

exercise, during which the Committee

reviews the Directors’ conflicts of

interest register and seeks confirmation

from each Director of any changes or

updates to their position.

Independence

The Committee assessed the

independence of the Non-Executive

Directors against the criteria set out

in the Code, taking into account any

disclosed conflicts of interest.

It concluded that more than half of

the Board (excluding the Chair) meet

the independence requirements of the

Code and continue to demonstrate

independence in both character and

judgement. The current Non-Executive

Directors that were considered to

be independent during the year are

identified on pages 72 to 75.

To further support independence, the

Committee ensures that the Chair

meets individually and collectively

with the Non-Executive Directors

throughout the year, without Executive

Directors present.

Time commitments

The expected time commitment

of the Non-Executive Directors is

agreed and set out in their letters of

appointment, with recognition of the

need for availability in exceptional

circumstances. The Committee

supports the Board by ensuring that

the Directors have sufficient time to

meet their obligations. Any additional

external appointments may only be

accepted with prior Board approval,

and Non-Executive Directors are

expected to avoid holding an excessive

number of external roles.

Composition

MEMBERS

John Hastings-Bass

Chair

Michelle Cracknell

Independent Non-Executive Director

Mary Phibbs FCA

Senior Independent Director

There has been no change in

membership during the year.

Key highlights in 2025

• Reviewed Board composition, independence and time commitments.

• Led the search for a Non-Executive Director to also serve as Chair of the

Group Risk and Compliance Committee.

• Monitored progress of actions from the 2024 Board and Committee

performance review.

• Reviewed the Board Diversity, Equity, Inclusion and Belonging Policy.

• Recommended the re-election of Directors.

• Considered succession plans and contingency arrangements for Directors

and senior management.

• Agreed Board training requirements and schedule.

• Assessed compliance with the UK Corporate Governance Code 2024.

• Provided oversight of activities to monitor and develop Just’s culture.

Committee meeting attendance can

be found on P83.

Biographies of Committee

members can be found on P72 to 73.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

During the year, the Committee

reviewed each Non-Executive

Director’s time commitments and

was satisfied that they continued to

have sufficient availability to perform

their duties effectively. It reported

to the Board that the Non-Executive

Directors devoted the necessary time

to discharge their responsibilities and

support the long-term sustainable

success of Just. Details of other

directorships held by Non-Executive

Directors are provided in their

biographies, and no Director serves on

the board of any FTSE 100 company.

Succession planning

Board succession

The Committee continued to oversee

succession planning for the Board

in 2025, fulfilling its responsibility

to proactively plan for an orderly

succession of Directors to ensure

continuity and the retention of relevant

skills, knowledge and expertise. It

reviewed the current tenure of Non-

Executive Directors and was satisfied

that no immediate action was required.

As part of this review, the Committee

considered contingency arrangements

to safeguard the smooth operation of

the Board and its Committees in the

event of any unplanned changes.

Senior management succession

The Committee regularly reviews

succession plans for the Group

Executive Committee and Group

Company Secretary to ensure they

remain robust and aligned with

Just’s strategic objectives. During

the year, the Committee identified

immediate emergency successors

for critical roles to mitigate risk and

confirmed candidates with longer-

term development trajectories. It

was satisfied that these plans are

comprehensive and resilient.

Diversity, equity, inclusion and

belonging

The Board’s strategy reinforces Just’s

commitment to advancing all aspects

of diversity, equity, inclusion and

belonging (“DEIB”), with a pledge to

embed DEIB at the heart of Just’s

culture. The Board DEIB Policy

(the “Policy”) was reviewed by the

Committee during the year. It was

concluded that no changes were

required, and the Policy remains

aligned with the Group’s DEIB strategy.

The Committee recommended, and

the Board subsequently approved, the

continued adoption of the Policy.

As at 31 December 2025, the Board

met one of the three diversity targets

set out in FCA Listing Rule 6.6.6 (9),

with a female Senior Independent

Director. Overall, 37.5% of the Board

and 20% of executive management

(as defined under the FCA Listing

Rules) were female, while 10% of

executive management came from an

ethnic minority background. The Board

does not currently include a director

from an ethnic minority background.

Additional Non-Executive Director

recruitment was scheduled for the

second half of 2025 to improve ethnic

minority representation and support

progress toward meeting the remaining

FCA diversity targets. However,

these plans were delayed due to the

recommended offer from BWS and

remain on hold at the date of this report.

The Committee fully supports Just’s

commitment to all aspects of diversity,

including gender, ethnicity, sexuality,

neurodiversity and disability. It

welcomes the progress made on

gender and ethnic diversity as a

signatory to the Women in Finance

Charter and Race at Work Charter.

Board and committee

effectiveness

In 2024, the Committee oversaw a

comprehensive, internally facilitated

performance review of the Board, its

principal Committees and individual

Directors. It considered and approved

the proposed questionnaires and

timeline for the exercise. The findings

were discussed in detail, with

feedback provided by the Chair on

individual Director performance and

by the Senior Independent Director

on her review of the Chair. Various

recommendations were subsequently

approved by the Board and progress

against these actions was monitored

by the Committee during 2025. Further

details on the outcomes of the actions

can be found in the Governance in

Operation report.

The Committee agreed not to complete

a formal 2025 Board evaluation to

ensure the process remains meaningful

and proportionate. Conducting a

review ahead of the proposed BWS

acquisition would have resulted in an

assessment of a Board composition

that is expected to change significantly.

This avoids unnecessary duplication

and ensures that the evaluation will

reflect the post-transaction structure,

providing more relevant insights and

supporting effective governance in the

new ownership context. Should the

acquisition of the Group by BWS not

proceed, consideration will be given to

the most appropriate time to hold an

evaluation in 2026.

Director re-election

The Committee has reviewed Directors’

tenure, independence and the overall

balance of skills, knowledge and

experience on the Board, alongside

the requirements of the FCA Listing

Rules. It concluded that the current

composition of the Board remains in

the best interests of stakeholders

and that the Non-Executive Directors

continue to provide appropriate

challenge and act independently.

Consequently, all current Directors will

stand for election or re-election at the

Company’s Annual General Meeting in

2026, subject to any changes arising

from the proposed BWS acquisition.

Culture

The Committee reviewed updates on

culture, noting progress in embedding

new behaviours, driving high

performance and fostering belonging

during 2025. It considered the metrics

used to monitor culture and discussed

plans for 2026 focused on change,

growth and opportunity. An overview

of the Board’s role in overseeing and

embedding Just’s culture is included in

the Governance in Operation report.

Priorities for 2026

An important priority will be to ensure

a smooth induction process for new

Directors to support the transition

of the BWS acquisition subject to

completion. The Committee will

also focus on adapting the Board’s

governance and oversight framework

to reflect the change in ownership and

ensure it remains robust and effective.

On behalf of the Nomination and

Governance Committee.

John Hastings-Bass

Chair

26 February 2026

Nomination and Governance Committee Report continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Core skills

Secondary skills

John

Hastings-Bass

Jim

Brown

Michelle

Cracknell

Mary

Kerrigan

Mary

Phibbs Fca

Matt

Saker

Sectoral Experience

Insurance/Financial Services

Pensions

Equity Release

Functional Expertise

Actuarial

Customer Experience

Digital/Fintech

Finance/Audit/Accounting

Mergers and Acquisition

Remuneration

Risk Management

Sustainability

Other

Financial Services Regulation

Listed Board Experience

Board skills and expertise to support long-term success

The skills and expertise matrix below sets out a high level of skills and experience that the Non-Executive Directors have

assimilated outside of their Board role at Just. The collective position is enhanced by the innate differences in approach and

thinking styles, which results from the diverse background and experience of each individual as set out in their biographies on

pages 72 to 74.

STAGE 1

Confirm objective of

the process and role

specification

STAGE 2

Engage an external

recruitment firm and

set out process

STAGE 3

Assess how the

specification can be

met through a longlist

STAGE 4

Review technical and

cultural fit to agree a

shortlist

STAGE 5

Identify the preferred

candidate to

recommend to the

Board

Board recruitment and succession process

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Group Audit Committee Report

The external auditor for the Group,

PricewaterhouseCoopers LLP (“PwC”),

was present at all meetings throughout

the year.

The Committee routinely allocated

private time to meet with the Group

Chief Financial Officer, the Director of

Group Internal Audit, and the external

auditor, without the presence of

executive management, allowing for

confidential discussions.

Review of the year

Seven scheduled meetings were

convened during 2025.

Throughout the year, management’s

subject matter experts updated the

Committee on several important topics.

These included major judgements and

assumptions underpinning the financial

results e.g longevity assumptions;

finance transformation activities

undertaken in support of enhancing

and accelerating reporting processes;

the structure and reporting procedures

within Just’s Investment Operations;

and the applicability of new risk

management and internal controls

disclosures requirements starting with

the 2026 year-end reporting cycle

under provision 29 of the Code.

Role

The Group Audit Committee (the

“Committee”) is responsible for

assisting the Board in discharging

its responsibility for oversight of

the Group’s financial and solvency

reporting, and the effectiveness of the

Group’s systems of internal controls

and other related activities.

The Committee is also responsible

for the oversight of the work and

effectiveness of the Group Internal

Audit function and the external auditor.

The Committee collaborates closely

with other Committees, particularly the

Group Risk and Compliance Committee

(“GRCC”), and the Committee Chairs

co-operate closely together. Notably,

the Chair of the Committee also serves

as a member of the GRCC, thereby

ensuring that the Audit Committee’s

agenda prioritises higher risk areas and

that findings from internal and external

audits are leveraged to inform the work

of the GRCC.

The full responsibilities of the

Committee are set out in the terms

of reference, which are reviewed

annually and can be found at

www.justgroupplc.co.uk.

Committee membership

The Committee currently comprises

four independent Non-Executive

Directors, following the resignation

of Kalpana Shah on 1 March 2025

and the appointment of Michelle

Cracknell and Matt Saker as members

on 31 January and 1 August 2025

respectively. The members collectively

contribute a diverse spectrum of

financial and commercial expertise that

is essential for meeting the Committee’s

responsibilities, including specialised

knowledge in life insurance accounting

and relevant competences pertinent

to the sectors in which the Group

operates. The Board is satisfied that

the Committee Chair holds recent and

relevant financial experience, consistent

with the requirements set out in the

2024 UK Corporate Governance

Code (the “Code”). She is a Chartered

Accountant and Fellow of the ICAEW.

In addition to the Committee members,

the Executive Directors of the Board

attended the meetings together with

members of the senior leadership

team who presented reports within

their respective areas of responsibility.

Other Non-Executive Directors of the

Group and Life Company Boards were

invited to participate and contribute

to the discussions and debates during

the year.

“ I am pleased to present my

report on behalf of the Group

Audit Committee for the year

ended 31 December 2025.

This report outlines the main

activities and areas of focus

during the year.”

MARY PHIBBS FCA

Chair, Group Audit Committee

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

The Committee considers the quality

of papers and effectiveness of its

discussions as a standing item at the

end of each meeting and through

debriefs with senior management. The

Committee assesses its compliance

with its terms of reference annually.

Furthermore, the Committee reviews

its effectiveness annually. However,

the 2025 review was deferred to

prioritise the BWS transaction and will

be undertaken in 2026.

Areas of focus

The Committee follows an annual

rolling forward agenda that includes

standing items considered over

the course of the year, as well

as specific matters requiring the

Committee’s attention.

Key areas of focus during the year

for the Committee included the

following matters.

Financial reporting

Reviewed the areas of significant

estimate and judgement relevant to the

Group’s financial statements.

Reviewed the Group’s IFRS and Solvency

II external reporting including the non-

financial and climate-related disclosures

within the Annual Report.

Internal controls

Reviewed reports on the internal control

environment and progress towards

compliance with the forthcoming

requirements on reporting on all

material controls in the 2026 Annual

Report as part of the 2024 Code.

Regulatory compliance

Reviewed the Matching Adjustment

and considered the requirements under

PS10/24 including consideration of

Fundamental Spreads and adjustments

considered necessary to reflect the

compensation for the risks retained by

the Group.

Valuation assumptions

Reviewed the assumptions critical

to assessing the valuation of assets

and liabilities, in particular insurance

and contract liabilities and lifetime

mortgages and any significant

judgements associated with valuation

of other investments.

Actuarial and Audit review

Reviewed reports from the external

auditor on the outcomes of their half-

year review and financial year-end audit.

Considered reports from the Group

Chief Actuary and Director of Group

Internal Audit.

Going concern

Reviewed documentation prepared in

support of the going concern basis and

longer-term viability assessment.

After thorough assessment and

consideration of all relevant matters, the

Committee recommended to the Board

that the judgements and assumptions

relevant to items reported within the

financial statements are appropriate

and that the Group Annual Report is

fair, balanced and understandable, and

provides the necessary information

for shareholders to assess the Group’s

position, prospects, business model

and strategy.

Composition

MEMBERS

Mary Phibbs FCA

Chair

Michelle Cracknell

Independent Non-Executive Director

Mary Kerrigan

Independent Non-Executive Director

Matt Saker

Independent Non-Executive Director

Kalpana Shah resigned as a member of

the Committee on 1 March 2025.

Michelle Cracknell was appointed

as a member of the Committee on

31 January 2025, followed by Matt

Saker who was appointed as a member

of the Committee on 1 August 2025.

Committee meeting attendance

can be found on P83.

Biographies of Committee

members can be found on P73-74.

Key highlights in 2025

• External Reporting: Reviewed IFRS, Solvency II, and Climate-related

disclosures.

• Going Concern: Evaluated support for ongoing viability of the Group.

• Valuation Assumptions: Reviewed key assumptions for asset and liability

valuation, focusing on insurance liabilities and mortgages.

• Internal Controls: Examined the control environment and progress

towards 2026 reporting requirements.

• Regulatory Compliance: Assessed Matching Adjustment and PS10/24

compliance, including risk compensation, and compliance with appropriate

accounting and listing rules.

• Actuarial and Audit Review: Considered reports from the Chief Actuary,

Group Internal Audit and the External Auditor, and reviewed effectiveness

of external audit and receiving other external reports.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

Review of significant financial reporting judgements

The key areas of financial reporting judgements considered by the Committee in relation to the 31 December 2025 Group

Annual Report are set out below. Judgements made regarding the Group’s application of IFRS 17 made on initial adoption

continue to be applied, most notably regarding the approach to determination of discount rates, the calibration of the risk

adjustment and weighting of coverage units as described on page 143. Further details on the significant judgements and

estimates are included in note 1.3 of the financial statements.

Significant areas of judgement and how these were assessed by the Committee

Longevity

assumptions used in

the measurement of

LTMs and insurance

contracts

The longevity assumptions regarding the Group’s Retirement Income and LTM customers are key assumptions used

in valuing these contracts.

As explained in notes 16(e) and 22(b)changes to assumptions regarding mortality include adoption of a judgement-

led mortality improvements model and significant changes to the PrognoSys and Care bases.

The Committee considered management’s assessment of the latest mortality trends, including judgements into the

expected longer-term impacts on mortality from the effects of drivers of mortality change. The Committee agreed

with management’s recommendation and approved the proposed changes to demographic assumptions.

Economic

assumptions used in

the measurement of

insurance contracts

As explained in notes 16(e) and 22(b):

• changes to yield curves used to discount insurance contract cash flows reflect an assessment of the latest trend

analysis of defaults and current spreads in determining the allowance for both expected and unexpected credit

risk; and

• a short-term allowance for future expenses reflect the latest expense forecast and allocation model, and the

impact of increased in-housing of investments.

During the year as part of the review of assumptions, an update was made to the commutation assumption for late

retirement of deferred DB scheme members.

The Committee reviewed the analysis of economic assumptions including those relating to credit risk and

expectations regarding future expenses. The Committee approved the proposals to the basis for maintenance and

investment expenses for in-force business.

Selection of valuation

approach for financial

instruments in the

absence of an active

market

Where the Group concludes that there is no active market for an investment, judgement is applied in selecting an

appropriate valuation technique.

As explained in note 16(e), the Group applies a variant of the Black-Scholes option pricing formula with real world

assumptions to measure the No-Negative Equity Guarantee (“NNEG”) included in LTM contracts.

The Committee is satisfied that the Black-Scholes variant applied by the Group continues to be the most appropriate

valuation model for determining the value of the NNEG.

The Committee noted that management have performed independent price verification of illiquid assets comparing

prices provided by asset managers and third-party vendors to those determined internally using its own

methodologies, models, and key assumptions. Any differences outside the risk-based tolerance were investigated

to identify the reasons, and the results shared with the Asset Valuation Committee, a subcommittee of the Asset

Liability Committee, which supported the Committee in reaching its conclusion that the fair values of the investments

included in the financial statements are appropriate.

Property assumptions

used to value LTMs

The expected shortfall on redemption of LTMs in respect of the NNEG is determined using assumptions regarding

future house price growth and volatility. During the year a revision to the voluntary redemption basis was made.

The Committee reviewed management’s assessment of recent property price trends and agreed with management’s

conclusion that there has been no clear indication of changes to longer-term expectations and as such it is

appropriate that the assumptions for property price volatility and future house price growth should remain

unchanged from the 2024 year end. The Committee approved the change to the voluntary redemption basis.

Matching Adjustment

in the valuation of

insurance contracts

within the Solvency ii

balance sheet

The Matching Adjustment allows the Group to recognise a prudent view of expected future return on assets backing

liabilities in the Solvency II balance sheet. The Group is required to comply with the requirements of the Prudent

Person Principle (“PPP”) and other requirements as laid out in PS10/24, which is to include appropriate adjustments

for credit risk via Fundamental Spread.

In accordance with the Matching Adjustment Attestation Policy, the Committee reviewed the Matching Adjustment

and considered the requirements under PS10/24 including Fundamental Spreads and any adjustments necessary to

reflect compensation for the risks retained by the Group.

Group Audit Committee Report continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Going concern

As part of its assessment of going

concern and longer-term viability

for December 2025, the Committee

considered the Group business plan

approved by the Board in November

which includes alternative scenarios

in addition to the core central plan. In

addition, the Committee considered

the Group’s liquidity and capital

position and any uncertainties which

may impact the Group. Further

information on the assessment can

be found in note 1.1.

Regulatory reporting oversight

Together with oversight of the

Group’s Solvency Financial Condition

Report (“SFCR”), the Committee also

received regular updates relating to

the ongoing publication of supervisory

statements by the PRA that set out

its expectations for certain aspects of

prudential regulation.

Finance transformation

During the year, the Committee

received reports on progress against

key milestones in the Group’s Finance

Transformation Programme. The

Committee provided oversight on

various workstreams, including

activities aimed at accelerating the

reporting Working Day timetable and

enhancing the end-to-end reporting

process, systems modernisation

initiatives and Investment Operations

and Reporting transformation,

which together have been designed

to enhance controls and create a

scalable Finance function that delivers

increased value for the business.

External audit

Appointment

The Company’s external auditor is

PwC. PwC was formally appointed

as the Company’s external auditor

by shareholders in 2020. The current

lead audit engagement partner is

Philip Watson.

The Committee is responsible for

recommending to the Board the

appointment, reappointment and

removal of the external auditor, taking

into consideration independence,

effectiveness, lead partner rotation

and any other relevant factors, and

oversees the tender process for

new appointments.

The Committee is satisfied that

throughout the year, the independence

and objectivity of the external auditor

and the professional scepticism and

effectiveness of the audit process was

safeguarded. Based on the Committee’s

recommendation, in the normal course

of business the Committee would be

proposing that PwC be reappointed at

the 2026 AGM. However, in light of the

proposed acquisition by BWS, which

currently engages a different audit firm,

PwC’s reappointment may be subject

to change.

The Committee confirms it has

complied with The Statutory Audit

Services for Large Companies

Market Investigation (Mandatory

Use of Competitive Process and

Audit Committee Responsibilities)

Order 2014, published by the

Competition and Markets Authority

on 26 September 2014. There are no

contractual obligations restricting the

Group’s choice of external auditor.

Oversight

In 2025 and to date in 2026,

the Committee:

• reviewed the 2025 audit plan and

agreed the terms of engagement;

• reviewed the effectiveness of the

external audit process;

• reviewed the external auditor’s

reports including how the

significant risks were addressed;

• reviewed findings from their audit

work, in particular conclusions

regarding significant judgements

reported within the financial

statements;

• held private meetings with

the lead audit engagement

partner without management

present, allowing for confidential

discussions and open dialogue.

Additionally, private meetings

were regularly held between the

lead audit engagement partner

and the Chair of the Committee;

• reviewed the recommendations

made by the external auditor in

their internal control report and

considered the adequacy of

management’s response; and

• reviewed the Group’s policy on

using the external auditor for

non-audit services and assessed

proposed non-audit service

engagements against compliance

with the policy.

The Committee considered the quality

and effectiveness of the external audit

process, which relies on accurately

identifying and assessing key audit risks

at the beginning of the audit cycle, as

set out in the audit plan. In performing

this assessment, the Committee:

• considered whether any

adjustments were required to be

made to the audit plan, including the

identification of significant risks;

• reviewed reports from the external

auditor regarding how the audit

addressed the significant risks

(see page 98); and

• considered the quality of reports

submitted to the Committee,

including evidence of the level

of challenge regarding areas of

significant judgement (see page 98)

applied by the external auditor.

The Committee evaluated the

effectiveness of the audit process

based on PwC’s interim and year

end reports and feedback received

from management. For the 2025

reporting period, the Committee was

satisfied with the focus on audit risks

and deemed the performance of the

external audit process to be of a

high quality.

Safeguarding independence and

non-audit services

The independence of the external

auditor is key to providing an objective

opinion on the accuracy and fairness

of financial statements. Auditor

independence and objectivity are

safeguarded through various control

measures, such as limiting the type

and amount of non-audit services

performed by the external auditor

and rotating partners at least every

five years.

The Group has an established policy

regarding the provision of non-audit

services by our external auditor. All

non-audit services rendered by the

external auditor are subject to review

and approval by the Committee.

This policy ensures that the Group

leverages the accumulated knowledge

and experience of its external

auditor while maintaining objectivity

and independence.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

Governance

In concluding the appropriateness of

the use of the external auditor for non-

audit services the Committee assessed

the following:

• independence and objectivity of

the external auditor, based on

their safeguarding procedures;

• level, nature and extent of non-

audit services provided by the

external auditor;

• suitability of the external audit firm

for the non-audit services; and

• fees charged for non-audit

services, both individually and

in aggregate.

During the year, the value of audit

services to the Group was £2.7m

(2024: £2.6m). The value of non-audit

services for the year amounted to

£0.9m (2024: £0.9m), which related

to the annual audit of the SFCR, the

interim review of the Group’s half-year

report, and, in the current year, review

of ESG methodology.

The ratio of non-audit services to

audit services fees was 1:3.0. These

services are closely related to the

work performed by the external auditor

of the Group and the Committee

determined that these services do

not impact the independence of the

external auditor.

As part of assessing the objectivity

and independence of the external

auditor, the Committee reviewed

written confirmation that PwC has

verified their compliance with all

UK regulatory and professional

requirements. Additionally, PwC has

confirmed that their independence is

not compromised by the non-audit

engagements undertaken during

the year, the level of non-audit fees

charged, or any other factors.

The non-audit services provided

reflects the external auditor’s

comprehensive knowledge and

understanding of the Group.

The Group has also appointed other

accountancy firms to provide specific

non-audit services related to internal

audit, controls, governance, tax and

regulatory advice.

An analysis of auditor remuneration is

detailed in note 3 to the consolidated

financial statements.

The Committee has approved

PwC’s remuneration and terms of

engagement for 2025 and remains

satisfied with the audit quality,

affirming that PwC continues to be

independent and objective.

Risk management and

internal control

The Committee is responsible for

reviewing the system of internal

financial controls and internal control

and risk management systems that

identify, assess, manage and monitor

risks. In executing this responsibility,

the Group employs a three lines of

defence model.

The first line of defence consists of

line management, who design and

operate the controls over the business

operations. The second line includes

functions such as Risk Management

and Group Compliance. These

functions, together with the Chief

Actuary’s team oversee the first line,

ensuring that the systems of internal

controls are sufficient and appropriately

implemented. They also measure and

report on risk to the GRCC, considering

the adequacy of these controls. The

third line comprises Group Internal

Audit, which reports to the Committee

and provides independent assurance

to the Board and its Committees that

both the first and second lines are

operating effectively.

The Group’s internal control and risk

management systems comprise the

following key features:

• clear and detailed matters

reserved for the Board and

terms of reference for each of

its principal Committees;

• a clear organisational structure,

with documented delegation

of authority from the Board to

senior management;

• a Group Risk policy framework,

which sets out risk management

and control standards for the

Group’s operations;

• defined procedures for the

approval of major transactions

and capital allocation;

• a Group Internal Audit function

that provides independent and

objective assurance on the

effectiveness of the Group’s risk

management, governance and

internal control processes; and

• transparency, accountability and

clear reporting.

The Group has specific internal

mechanisms that govern the financial

reporting process and the disclosure

controls and procedures around the

approval of the Group’s financial

statements. The results of the financial

disclosure process are reported to the

Committee to provide assurance that

the Annual Report is fair, balanced,

and understandable, including the

opportunity to challenge members of

management and the external auditor

on the robustness of those processes.

It is the view of the Committee that the

Group’s system of risk management

and internal controls is appropriate to

the Group’s needs.

Internal audit

Group Internal Audit is an internal

function that provides independent

and objective assurance to the

Committee that the Group’s risk

management, governance and internal

control processes are operating

effectively. The purpose, scope and

authority of Internal Audit is defined

in its Charter, which is reviewed and

approved each year by the Committee

and published on the Group’s website.

The function, headed by the Director

of Group Internal Audit, reports to

the Committee and is made up of

employees with significant internal

audit experience, supported with

external third-party specialist expertise

when required.

Internal audit plan

The Committee annually reviews and

approves the Internal Audit Plan, which

is risk-based and takes an independent

view of the Group’s risk profile,

control environment, and assurance

arrangements. The Internal Audit Plan

is kept under continuous review and

any proposed changes are discussed

with and, if thought appropriate,

approved by the Committee. The

Committee was satisfied with the

progress made on the Internal Audit

Plan during the year.

The Director of Group Internal Audit

presents quarterly reports to the

Committee detailing recent audit

activities. These reports may include

further information on specific topics,

either requested by the Committee

or considered important by the

Director, as well as the summary

of the outcomes of all audits and

progress updates on the Internal

Audit Plan and of management audit

actions implementation.

Group Audit Committee Report continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

100

The Committee consistently reviews

and assesses the scope, detail,

and effectiveness of Group Internal

Audit’s work.

The Committee regularly receives

reports from Group Internal Audit

concerning the resource requirements

of its function and monitors steps

and contingency plans to ensure

it is adequately resourced and

equipped with the necessary skills

and experience to perform its role

effectively. During the year, the Director

of Group Internal Audit presented the

Committee with a summary of the new

Global Internal Audit Standards and the

UK Internal Audit Code which became

effective in January 2025 and are fully

complied with.

During the year, the Committee held

private discussions with the Director

of Group Internal Audit. Additionally,

the Committee Chair frequently meets

with the Director of Group Internal

Audit outside of the formal Committee

meetings. The Chair is responsible for

setting and appraising their objectives

and performance, with input from the

Group Chief Executive Officer.

Activities carried out during

the year

In 2025, the Committee:

• continued to oversee the Group

Internal Audit function with

the Director of Group Internal

Audit reporting directly to the

Committee Chair;

• reviewed and approved the

Group Internal Audit strategy,

the roadmap for strategy

implementation, and its

functional objectives and KPIs;

• approved the Internal Audit Plan

and reviewed progress against the

plan, ensuring alignment to the

key risks of the business;

• reviewed results from audits

performed, including any audit

findings that required significant

improvement and related

action plans;

• monitored progress against open

audit management actions;

• reviewed and approved the Just

Group Internal Audit Independence

and Objectivity Policy;

• reviewed and approved the

Internal Audit Charter; and

• conducted an assessment of the

Group Internal Audit function.

Internal audit effectiveness

The Committee determined that

the Group Internal Audit function

continues to be effective, delivering an

appropriate level of assurance through

its programme of work.

The Group Internal Audit function

continues to comply with the

International Professional Practices

Framework (“IPPF”) that provides

authoritative guidance promulgated

by the Institute of Internal Auditors

(“IIA”). The Committee oversaw the

appointment of an independent firm

who performed an External Quality

Assessment (“EQA”) in May 2023.

During the year, the Committee

oversaw closure of observations raised.

Whistleblowing

The Group has a whistleblowing

framework that is designed to

enable colleagues to raise concerns

confidentially about conduct they

consider contrary to the Group’s

standards such as unsafe or

unethical practices. Any concerns

can be reported directly to the Group

Company Secretary or by contacting

an external confidential dedicated

telephone hotline or via a secure web

portal. The concern can be raised

anonymously. The Committee receives

regular updates on any concerns

identified and, where appropriate, what

action has been taken to address the

issues raised.

The Chair of the Committee is the

Group’s whistleblowing champion

and is responsible for ensuring

and overseeing the integrity,

independence, autonomy and

effectiveness of the Group’s policies

and procedures on whistleblowing

including the Just Whistleblowing

Policy, which is reviewed and approved

by the Committee annually.

On behalf of the Group Audit

Committee

Mary Phibbs FCA

Chair, Group Audit Committee

26 February 2026

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

101

Governance

Group Risk and Compliance Committee Report

The Committee operates under

an annual rolling forward agenda,

which includes a range of standing

items alongside matters requiring its

attention during the year. At each

scheduled meeting, the Group Chief

Risk Officer provides a comprehensive

report offering a high-level view

of Just’s overall risk position and

highlighting key developments for the

Committee’s consideration.

Areas of focus

This section summarises the

Committee’s significant activities

during the year, highlighting the main

areas of focus, principal matters

reviewed, and actions taken to ensure

effective oversight of risk management

and regulatory compliance.

Risk oversight and monitoring

The Committee reviewed detailed

reports on Just’s overall risk position

relative to its risk appetite together

with a forward-looking assessment

of the current risks facing the Group.

These updates were supplemented by

standalone reports on the drivers of

individual risks and actions taken to

mitigate them.

Role

The Group Risk and Compliance

Committee (the “Committee”)

provides robust oversight and

challenge to ensure the ongoing

appropriateness and effectiveness of

Just’s risk management framework

and risk strategy. It monitors principal

and emerging risks across the

business and oversees regulatory

compliance matters.

The Committee considers these

matters from the perspective of

the Company and its subsidiaries,

including its life companies, and works

closely with other Board Committees,

particularly the Audit and Investment

Committees, to promote a strong

understanding of interconnected

issues and ensure efficient

communication, supported by

cross-membership.

The Committee operates within

parameters set by the Board and in

accordance with its terms of reference,

which are reviewed annually and

are available on Just’s website at

www.justgroupplc.co.uk/about-us/

governance.

Review of the year

The Committee held six scheduled

meetings during 2025, supported

by additional meetings to consider

changes to risk appetite, investment

risk matters, significant transactions,

and other material risk decisions

within its remit.

The Chair of the Boards of Just’s

life companies was invited to

attend meetings and contributed to

discussions at the Chair’s request.

Standing invitations were extended

to the Group Chief Executive Officer,

Group Chief Financial Officer, Group

Chief Risk Officer, and the Director

of Group Internal Audit. Other senior

executives and managers attended as

required to present on matters within

their areas of responsibility.

The Committee Chair engaged

regularly with the Group Chief Risk

Officer to ensure that all significant

areas of risk were considered and that

risk management remained embedded

across the business.

“ Safeguarding the Group’s

resilience and maintaining

strong oversight of the risk

environment remained

fundamental to the Committee’s

work, supported by clear

challenge and a continued focus

on effective governance.”

MATT SAKER

Chair, Group Risk and Compliance Committee

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

102

The Committee reviewed and

recommended for Board approval

Just’s Own Risk and Solvency

Assessment (“ORSA”) together with the

ORSA Policy. It also provided oversight

of developments to the Internal Model

and associated validation work.

Financial resilience

Enhancements to stress and scenario

testing were overseen by the

Committee and it reviewed outcomes

of tests undertaken during the year.

The Committee considered the

continued appropriateness of risk

appetites and limits, and assessed

the risks inherent in the proposed

business plan.

The Committee reviewed and

recommended for Board approval

Just’s Stress and Scenario Testing

Framework, Recovery Plan and Run-

Off Plan. It also recommended changes

to various risk appetites and limits,

which were subsequently approved by

the Board.

Operational resilience,

technology and cyber risks

Developments in Just’s technology

infrastructure and information security,

including cyber risk management, were

closely monitored, with a particular

focus on the management of data risks

and modernisation of technology. The

Committee also provided oversight

of operational resilience initiatives

and enhancements to third-party

risk management.

Investment risk

The Committee received updates on

the management of investment risk,

focusing on continued enhancement

of the investment risk framework,

including development of credit risk

metrics and validation of credit ratings,

and refinement of investment limits

to ensure alignment with the Group’s

strategy, objectives, risk appetite and

regulatory expectations.

Climate change and

sustainability risk

The Committee reviewed the

integration of climate-related risks

into the Stress and Scenario Testing

Framework and noted progress

on ESG reporting. It monitored

regulatory developments and actions

taken to maintain compliance,

supporting delivery of the Group’s

sustainability objectives and long-term

value creation.

New transactions and

change initiatives

During the year, the Committee

reviewed and challenged the risk

implications of significant strategic

initiatives, third-party and defined

benefit transactions prior to Board

consideration. This included oversight

of major business developments,

operational change programmes,

and frameworks designed to support

large-scale transactions. It ensured

that all activities under its review were

assessed against the Group’s risk

appetite and governance standards.

Composition

MEMBERS

Matt Saker

Chair, Independent Non-Executive Director

Jim Brown

Independent Non-Executive Director

John Hastings-Bass

Group Chair

Mary Phibbs FCA

Senior Independent Director

Kalpana Shah resigned as a Director

and Chair of the Committee on 1 March

2025. John Hastings-Bass served

as Interim Committee Chair until

the appointment of Matt Saker as a

Director and Chair of the Committee

on 1 August 2025.

Key highlights in 2025

• Risk Strategy: Approved the Risk function’s 2025 strategy and objectives,

and risk mandate.

• Risk Oversight: Monitored risks against Board-approved risk appetites.

• Financial Resilience: Strengthened stress and scenario testing.

• Risk Appetite: Shaped refinements ahead of Board approval.

• Operational Resilience and Technology: Oversaw improvements

to operational resilience and enhancements to cyber security and

technology capabilities.

• Climate and Sustainability: Integrated climate risk into scenario planning.

• Regulatory Focus: Tracked regulatory developments and actions to

ensure compliance.

Committee meeting attendance

can be found on P83.

Biographies of Committee members

can be found on P72 to 74.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

103

Governance

Group Risk and Compliance Committee Report continued

Conduct and regulatory risks

The Committee tracked prudential and

conduct risks, including financial crime

matters, and regulatory developments.

It reviewed regulatory correspondence

and actions being taken to ensure

effective engagement and compliance

with evolving requirements. The

Committee approved the annual

compliance monitoring programme,

including changes requested

during the year, and monitored the

effectiveness of compliance controls

through the outcomes of completed

reviews. It also received annual reports

from the Money Laundering Reporting

Officer and the Data Protection Officer,

providing assurance on the Group’s

approach to financial crime prevention

and data protection.

Looking ahead, the Committee will

continue to focus on maintaining

strong compliance oversight,

enhancing data governance and

supporting the Group’s readiness for

upcoming regulatory changes.

Risk culture

The Committee reviewed updates on

risk culture, including key risk indicator

data and observations from the Risk

function, and considered initiatives

to strengthen behaviours and

accountability. It also assessed issues,

risk events and breaches, ensuring

controls and assurance processes

were effective.

Committee performance

and effectiveness

The Committee considers the quality

of papers and effectiveness of its

discussions as a standing item at the

end of each meeting and assesses

its compliance with its terms of

reference annually.

In addition, the Committee reviews its

effectiveness annually. However, the

2025 review was deferred due to the

proposed BWS acquisition and will be

undertaken in 2026. Further details

can be found on page 89.

Strategic priorities for 2026

The Committee will continue to monitor

the principal risks and assess potential

impacts arising from macroeconomic,

operational, regulatory, and political

developments. It will provide robust

oversight of current and emerging risk

exposures and maintain close scrutiny

of execution risks associated with

planned change initiatives.

In addition, the Committee will focus on

strengthening operational resilience,

with particular attention to risks linked

to artificial intelligence, evolving cyber

threats, third-party resilience, and

climate-related considerations.

Matt Saker

Chair, Group Risk and Compliance

Committee

26 February 2026

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

104

Directors’ Remuneration Report

Role of the

Remuneration Committee

The Remuneration Committee (the

“Committee”) determines the policy

for the remuneration, benefits, pension

rights and compensation payments of

the Chair, Executive Directors, Senior

Management and Solvency II identified

staff. The terms of reference of

the Committee are available at

https://www.justgroupplc.co.uk/

about-us/governance. The focus

of the Committee includes the

remuneration strategy and policy for

the whole Company as well as the

Executive Directors. The key activities

of the Committee during the year

included:

• review and approval of the

Directors’ Remuneration Report;

• approval of the grant of the

2025 awards and performance

conditions and approval of the

vesting of the 2022 award under

the Long Term Incentive Plan

(“LTIP”);

• approval of the grant of share

options under the all-employee

Sharesave scheme (“SAYE”);

• assessment of the performance of

the Executive Directors against the

corporate financial, non-financial

and personal performance

outturns, in relation to their annual

bonus and LTIP as relevant, in

the context of wider Company

performance and approving

the payments;

• review of the Directors’

Remuneration Policy;

• approval of the list of colleagues

with responsibilities categorised

under Solvency II and the

treatment of their variable pay;

• review and approval of bonus

plans across the Group, where

they are not aligned to the Group

Short Term Incentive Plan (“STIP”)

or the LTIP;

“ I am pleased to present the

Remuneration Committee

Reportfor the year ended

31December2025.”

MICHELLE CRACKNELL

Chair, Remuneration Committee

• review and approval of the

all-employee remuneration policy

for 2025;

• review of the Company’s gender

and ethnicity pay gap data;

• consideration of the impact of the

transaction with BWS on employee

remuneration; and

• monitoring the developments

in the corporate governance

environment and investor

expectations.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

105

Governance

Composition

MEMBERS

Michelle Cracknell

Chair

John Hastings-Bass

Chair of the Board

Mary Phibbs

Senior Independent Non-Executive

Director

Jim Brown

Independent Non-Executive Director

Committee meeting attendance

can be found on P83.

Biographies of Committee

members can be found on P73.

Directors’ Remuneration Report continued

Statement from the Chair of the Remuneration Committee

Dear Shareholder

I am pleased to present the Directors’

Remuneration Report for the year

ended 31 December 2025.

The Company’s Directors’

Remuneration Policy was last renewed

at the 2023 AGM with a vote of over

95% in favour, and the Directors’

Remuneration Report continued to

be well supported at the 2025 AGM

with a vote of over 97% in favour.

The Committee continues to monitor

the ongoing operation of the Policy

to ensure it remains aligned to our

strategy and culture, and is appropriate

in the context of the approach to the

wider workforce.

During the 2025 financial year, the

Committee’s focus has been on the

triennial review of the Directors’

Remuneration Policy and the proposed

acquisition of Just Group plc by

BWS Holdings Ltd (a wholly owned

subsidiary of Brookfield Wealth

Solutions Ltd “BWS”). The impact of the

proposed acquisition on remuneration,

including treatment of existing LTIP

schemes, was agreed as part of the Co-

Operation Agreement made available on

the Company website.

Remuneration in context

Increasingly competitive markets in

2025, particularly in DB, led to an 18%

fall in shareholder funded sales to

£4.3bn, which has delivered underlying

operating profit for the year of £305m,

down 39%. Our disciplined approach

to new business pricing means that we

consistently write business at or above

our target mid-teen IRR on shareholder

capital invested in new business,

which in 2025 came at the expense

of volumes. Both our DB and Retail

business units are benefitting from

long-term structural trends, and we are

committed to compounding the growth

in value of the Group. During 2025,

the Group’s tangible net asset value

increased by a further 5p to

259p per share.

The Group has also managed to

deliver significant value for our

shareholders through the proposed

offer from BWS, with the offer price

of 220p representing a premium of

approximately 75% on the closing

price of 126p the day before the

announcement of the Offer. This

transaction has been made possible

by the extensive work of the Group’s

executive team in transforming the

Group to deliver material strategic

and financial progress in a challenging

environment and within an increasingly

competitive defined benefit de-risking

market. The Committee is confident

that the additional financial resources

and capital from BWS will make the

Group more resilient, protect existing

and future customers and enhance the

benefits that Just can provide.

Remuneration policy review

During 2025, the Committee had

undertaken a comprehensive review

of the Directors’ Remuneration Policy

ahead of its scheduled triennial

approval at the 2026 AGM. The

Committee concluded that the

current policy continued to operate

as intended and that whilst there was

no pressing need for changes to the

Policy, some minor amendments to

aid flexibility and provide clarity could

be considered would be appropriate.

There are no significant changes

planned to the remuneration policy

compared with that approved at the

2023 AGM and disclosed in the 2022

Annual Report. The Company intends

to obtain approval of the remuneration

policy in a general meeting in 2026.

Key highlights in 2025

• Review of the Directors’ remuneration policy

• Review and approval of the Directors’ Remuneration Report

• Consideration of the impact of the transaction with BWS on employee

remuneration

• Approval of the grant of 2025 awards and performance conditions,

and approval of the vesting of the 2022 award under the Long Term

Incentive Plan

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

106

Given there are no significant

changes to the policy and the

Committee’s intention that a new

Directors’ Remuneration Policy will

only be included in a general meeting,

should the acquisition by BWS not

complete before the said meeting,

the remuneration policy has not been

included in the 2025 Annual Report.

The Committee considers it probable

that the takeover by BWS is expected

to complete in H1 2026.

2025 Remuneration outcomes

Short Term Incentive Plan

The Board has continued to set

ambitious and stretching targets for the

2025 STIP scheme. However, as outlined

above, the competitive landscape facing

the Group in 2025 has materially shifted

from when the targets were first set. The

heightened competition in the Defined

Benefit market has led to significant

margin compression, against which the

Group has chosen to maintain pricing

discipline to protect the long-term

interests and sustainability of the

business. The lower volumes have in

turn limited the ability of the business

to absorb costs and this has impacted

performance on New Business Strain

targets and the Operating Cost to

Revenue strategic adjustor.

Taken in the round, the impact of the

changes to the external environment

meant that performance against

IFRS New Business Profit, Underlying

Operating Profit and New Business

Strain targets were all below the

stretching targets, with performance

against the strategic adjustors resulting

in a formulaic payout of 0%.

The Committee has carefully reviewed

this formulaic outturn in the context of:

• underlying performance – as set

out above, management have

maintained discipline and have

only invested in good quality,

sustainable assets at good margins,

and have not gone for volume

where it would be negative to the

creation of shareholder value;

• performance against peers – our

retail sales grew ahead of the

market and in a competitive DB

environment we chose to constrain

sales;

• the BWS transaction – significant

work has been put into the

transaction which reflects the

strength of the Just platform and

the long-term value of the strategy

we have delivered. As we enter

an important year of change due

to the transaction it is critical that

employees feel valued and remain

motivated;

• the shareholder experience

– the sale premium is c.75%

over the closing share price on

the day before the transaction

was announced. Over a three-

year period, the total shareholder

return has been over 200%,

representing significant returns

to shareholders; and

• the approach in previous years – in

previous years the bonus pool has

been moderated downwards.

Taking all of the above into account,

the Committee feels it would be fair to

apply discretion to increase the Group

bonus pot to 35%. This represents

a significant reduction on the bonus

pot in previous years. Once individual

performance is taken into account, this

represents awards of 70% of maximum

for David Richardson and 70% of

maximum for Mark Godson, reflecting

their individual contributions to the

success of the BWS offer and the

Group’s outperformance of key

peers despite the challenging

market conditions.

Long Term Incentive Plan

The LTIP awards made in 2023 are

due to vest in March 2026 based on

performance to 31 December 2025.

The 2023 LTIP award had a 15%

weighting on Organic Capital Generation

(“OCG”); 25% on Relative TSR; 45%

Return on Equity (“ROE”) and 15% on

ESG (split equally between investment

into sustainable assets and net zero

by 2025).

As disclosed in the 2024 Directors’

Remuneration Report, and consistent

with the approach taken to the 2022-

24 LTIP, the Committee has exercised

discretion to remove the impact of

writing additional business on the OCG

measure to ensure that management

are appropriately incentivised to drive,

and are rewarded, for the delivery

of performance which is positive

for overall Group performance and

the creation of shareholder value.

As explained in the 2024 Directors’

Remuneration Report, for 2025, the

ESG measure is based on investments

into sustainable assets which is a key

action that we can take as a business

for the environment.

The formulaic outturn for the LTIP is

100% of maximum, and the Committee

is comfortable that this is reflective

of underlying performance and the

shareholder experience over the period.

Further detail on the LTIP outcome is

provided later on in this report.

Implementation of the

remuneration policy for 2026

Directors’ remuneration in 2026

continues to comply with the approved

2023 remuneration policy. The

Committee has approved a salary

increase of 3% for David Richardson –

in line with the average increase for the

wider workforce.

As disclosed in the 2024 Directors’

Remuneration Report, Mark Godson

received a salary increase of 10% for

2025 that was intended to recognise

his strong individual performance and

to begin to close the gap between

his salary and his predecessor’s. The

Committee highlighted that it would

consider a similar level of increase

to Mark’s salary for 2026 to close

this gap, taking into account Mark’s

individual performance and continued

development in role. During 2025, Mark

has made an exceptional contribution

to the business including his efforts in

respect of the BWS acquisition. The

Committee therefore determined it

would be appropriate to proceed with

the second phase of this increase and

will award Mark a salary increase of

10%. The Committee is comfortable

Mark’s new salary is appropriate

given the size and complexity of

the business.

There are no material changes planned

to the Executive Directors’ benefits or

pension entitlement.

Chair’s concluding comments

I hope you will agree that we have

struck an appropriate balance between

retaining and motivating both the

Executive Directors and, indeed,

the wider workforce and aligning

their interests with those of our

shareholders and other stakeholders.

Michelle Cracknell

Chair, Remuneration Committee

26 February 2026

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

107

Governance

This report describes the remuneration for our Executive Directors and non-Executive Directors and sets out how the

remuneration policy has been used and, accordingly, the amounts paid relating to the year ended 31 December 2025.

The report has been prepared in accordance with the provisions of the Companies Act 2006, the FCA’s Listing Rules and The

Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. The report has also

been prepared in line with the recommendations of the UK Corporate Governance Code.

Various disclosures of the detailed information about the Directors’ remuneration set out below have been audited by the

Group’s independent auditor, PricewaterhouseCoopers LLP.

Total Single Figure of Remuneration (Audited)

£000

Salary/fees Taxable Benefit

STIP LTIP

2,3

Pension Total

Total fixed

remuneration

Total variable

remuneration

2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024

David Richardson 716 684 29 29 757 945 3,399 2,145 72 68 4,973 3,871 817 781 4,156 3090

Mark Godson 430 400 26 25 462 540 – – 43 40 961 1,005 499 465 462 540

Jim Brown 65 64 14 4 – – – – – – 79 68 79 68 – –

Michelle Cracknell 85 84 2 1 – – – – – – 87 85 87 85 – –

John Hastings-Bass 230 223 – – – – – – – – 230 223 230 223 – –

Mary Kerrigan 80 79 1 1 – – – – – – 81 80 81 80 – –

Mary Phibbs 95 94 – – – – – – – – 95 94 95 94 – –

Matt Saker

35 – 4 – – – – – – – 39 – 39 – – –

Kalpana Shah

14 84 – – – – – – – – 14 84 14 84 – –

1 Amounts reported in the single figure table reflect the period during which Directors provided services to the Company as a Director. Matt Saker was appointed

as a Director on 1 August 2025. Kalpana Shah resigned as a Director on 1 March 2025.

2 Remuneration in respect of LTIP is reported at the end of the performance period. The 2025 amounts in the table represent the outcome of the 2023-2025 LTIP

scheme. This scheme interest was earned but did not vest during 2025. Details of scheme vesting are set out on page 110. For the purposes of valuation, the amounts

have been estimated based on a share price of £2.1363 (the average share price from 1 October to 31 December 2025 plus any dividend equivalents on that scheme).

This estimate will be updated to reflect the actual valuation in next year’s report. The value attributed to share price growth for David Richardson was £2,023,375.

3 The 2024 amounts in the table represent the 2022-2024 LTIP scheme and the value has been updated since the estimate reported in the 2024 ARA to reflect the actual

share price of £1.4860 at the time of vesting of that scheme, representing a difference of £0.0284 from the price used to estimate in the 2024 DRR of £1.4576.

4 Taxable benefit amounts include benefit allowances and expenses.

2025 Fixed Pay (Audited)

Base Salaries

David Richardson received a salary increase in April 2025 of 3% to £721,000, and Mark Godson received a salary increase in

April 2025 of 10% to £440,000, details of which were provided in the 2024 Directors’ Remuneration Report.

Benefits and Pension

Benefits include an executive allowance from which the executives can purchase their own benefits, for example private

medical cover. The Company also provides permanent health insurance, life assurance and biennial health screening benefits.

The Executive Directors each received a cash payment in lieu of the Company pension of 10% of salary, in line with the

contribution rate offered to the majority of the wider workforce.

Non-Executive Directors’ Fees

The fees for the non-Executive Directors in 2025 are as detailed in the table below.

£000

As at

31 December

2025

As at

31 December

2024

Board Chair

230 230

Basic fee 65 65

Additional fee for Senior Independent Director 10 10

Additional fee for Committee Chair, Risk and Audit Committees 20 20

Additional fee for Committee Chair, all other Committees 15 15

1 The Board Chair receives a single, all-inclusive fee for the role.

No increase to base fees are planned for 2026.

Directors’ Remuneration Report continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

108

2025 Executive Directors’ Short Term Incentive Plan (Audited)

The 2025 STIP outturn was calculated on corporate financial performance measures, split across three measures, and

moderated by non- financial performance measures. The bonus is distributed on personal performance based on objectives

agreed with the Remuneration Committee each year. The personal performance of David and Mark against strategic objectives

is outlined on page 110. Based on the personal performance achievements the Committee distributed a bonus of 70% of

maximum to both David and Mark.

In line with our policy, 40% of the 2025 STIP award will be deferred into nil cost options (DSBP), subject to continued

employment/good leaver status and clawback/malus provisions.

Stip (balanced scorecard)

Cash STIP

(£000)

Deferred STIP

(£000)

Estimated

number of

Shares deferred

Under DSBP

David Richardson 70% of maximum

454 303 141,750

Mark Godson 70% of maximum

277 185 86,505

1 The estimated number of shares deferred under the DSBP were determined using the average closing share price between 1 October 2025 and 31 December 2025,

being £2.1363. The actual number of shares will be confirmed in the RNS at the time of grant and updated in next year’s Directors’ Remuneration report.

2 Maximum opportunity is 150% of salary.

The performance outcome against the targets set for the 2025 STIP was as follows:

STIP (Balanced Scorecard)

Weighting

Threshold

(25%)

On-target

(50%)

Maximum

(100%) Actual % achieved

New business profit 40% £426m £497m £540m £249m 0%

Underlying operating profit 30% £471m £559m £614m £305m 0%

New business strain 30% 2.5% 2.2% 1.5% 2.7% 0%

Total 0%

The financial component of the pool is subject to adjustment of up to +/- 15% of potential based on various pre-set non-

financial performance measures (strategic modifiers).

For 2025, the strategic modifier was based on customer, people, operating efficiency and risk measures. The customer

element focused on good customer outcomes and we delivered performance at Target. The people portion of the modifier

was based on the percentage of females in the Group’s senior leadership team; improved belonging index scores and on

Proud to work at Just metrics. Performance against these were achieving above Target, below Threshold and below Threshold

respectively. Operating efficiency was measured against a reduction in operating cost to revenue ratio. Due to the context

set out earlier in this report around writing lower volumes and maintaining pricing discipline, the stretching targets were

not achieved under this measure. As well as risk consideration set out below, we also specifically measured risk through an

embedding risk and controls measure in the bonus. Performance against this metric achieved Target.

As set out in the Remuneration Committee Chair’s letter, the Committee carefully reviewed the formulaic outturn in the context

of underlying performance, performance against peers, the BWS transaction, the shareholder experience, and the approach

taken in previous years. Taking all of this into account, The Committee feels it would be fair to apply discretion to increase the

Group bonus pot to 35%. This represents a significant reduction on the bonus pot in previous years. Further detail is provided

in the Remuneration Committee Chair’s letter.

David and Mark were assessed to have outperformed against their personal objectives, having each successfully performed

against an extensive range of stretching objectives set at the beginning of the year, further detail of which is provided below.

As set out earlier, their final bonus outturns are 70% of maximum.

Risk Consideration

The Committee reviewed a comprehensive report from the Group Chief Risk officer to ascertain that the Executive Directors’

objectives had been fulfilled within the risk appetite of the Group. The Remuneration policy is designed to encourage a thoughtful

approach to risk management. In addition, the Committee received feedback from the Group Chief Risk officer that there were no

material issues to consider around regulatory breaches, customer outcomes or litigation that would prevent payment of any STIP

award or trigger any malus provisions. Taking into account the risk assessment and the wider context in the year, including the

experience of customers, employees and shareholders, the Committee was satisfied that the STIP awards should be paid.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

109

Governance

Personal Performance

Strategic personal objective outturn 70% Key achievements

David Richardson

Grow Sustainably Diversified asset origination capability and grew organisational capabilities to materially expand

future potential investment opportunities

Scale with Technology Modernised our legacy technology estate, accelerating new environment time and addressing end-

of-life platform risks. Enhanced DB operational productivity and resilience, including increasing

the number of schemes onboarded during 2025. Built foundations for controlled, business-led

adoption of AI.

Reach New Customers Defended Just’s lead in DB small scheme market segment . Public launch of first phase of

consumer-focussed retirement lifestyle business and built strengthened leadership team for 2026.

Be recommended by our customers Embedded customer promises through improved insights and measures and further developed our

measurement framework.

Be Proud to Work at Just Embedding a high-performance culture, through leading the senior leadership team and

establishing new behaviours across the group.

Financial Resilience, risk management and

controls

Continued strengthening of financial resilience, as reflected in Life Insurance Stress Test results.

Ensured risk, compliance and controls capabilities and culture meet the growing needs of the

business. Good progress on key regulatory priorities.

Strategic Development Reached an agreement with Brookfield Wealth Solutions to acquire the Group on terms which

delivers an excellent outcome for shareholders and colleagues. On completion, this will secure a

good long term owner for the Group which will increase its growth potential and ability to fulfil its

purpose.

Strategic personal objective outturn 70% Key achievements

Mark Godson

Grow Sustainably Delivered exceptional outcome for shareholders through the proposed acquisition of the Group by

BWS Ltd.

Scale with Technology Finance transformation delivery resulted in 5 working day reduction to external reporting timeline.

Reach New Customers Ensured Universe is delivering to plan and worked collaboratively with the management team to

deliver strategic change opportunities across the business.

Be Proud to Work at Just Built a high-performance team culture across Finance, increasing the depth of talent within the

functions under CFO control, championing new behaviours across the Group.

Financial Resilience, risk management and

controls

Delivered LIST25 which shows the Group is resilient to a material financial shock. Developed

internal stress and scenario capabilities.

Vesting Of LTIP Awards with a Performance Period Ending in 2025 (Audited)

2023 Awards

The 2023 LTIP award performance period ended on 31 December 2025. The award is forecast to vest at 100% on 23 March 2026

based on organic capital generation, relative TSR performance, return on equity and ESG performance (Net Zero by 2025

and investments into sustainable assets). Performance is measured against targets over the three-year period ending

31 December 2025.

Date of grant Type of award

Number

of shares

awarded % Vesting

Dividend

equivalent due

No of shares

due to vest

Value of

shares due

to vest

David Richardson 23 March 2023 nil-cost options 1,543,030 100% £102,612 1,543,030 £3,296,375

1 The value shown is based on the three-month average share price to the year end, being £2.1363. This value will be restated to reflect the actual share price at

vesting in next year’s single total figure table (if required to be published).

Directors’ Remuneration Report continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

110

Summary of Performance

Condition Weighting

Target

Actual performance

Vesting outcome

(% of maximum)Threshold (25%) Maximum (100%)

Organic capital generation

(“OCG”) 15% £80m £230m £251m 100%

Relative TSR vs. FTSE 250

(excluding investment trusts) 25% 14% 55% 152% 100%

Return on Equity 45% 8% p.a. average 12% p.a. average 12% p.a. average 100%

ESG – investment into

sustainable assets 7.5% £330m £825m £893m 100%

Net zero by 2025 7.5%

Net zero with 10%

offset

Net zero with 8%

offset 8% offset 100%

Total Vesting Outcome 100%

As set out in the Remuneration Committee Chair’s letter, the OCG outcome has been adjusted to remove the impact of writing

higher levels of additional business than envisaged when first approving the targets. Further detail is set out earlier in the report.

2025 Ltip Awards Granted (Audited)

The following awards were made to the Executive Directors in 2025:

Date of grant Type of award

Face value

at time of grant

Number of shares

End of

performance period

David Richardson 31 March 2025 nil-cost options £1,802,500

(250% of salary)

1,200,706 31 December 2027

Mark Godson 31 March 2025 nil-cost options £770,000

(175% of salary)

512,922 31 December 2027

1 The actual share price calculated as the average price over the five days preceding the grant was £1.5012.

Performance Conditions and Targets Applying to the 2025 LTIP Awards

Condition Weighting

Target

Threshold Maximum

Cash generation 15% £429m £504m

Relative TSR vs. FTSE 250 (excluding investment trusts) 25% Median Upper Quartile

Return on Equity 45% 12% p.a. average 15% p.a. average

ESG – investments into sustainable assets 15% £500m by end of 2027 £1,200m by end of 2027

Each performance condition will have nil vesting for performance below threshold; and will vest between 25% and 100% on a

straight-line basis for performance between threshold and maximum.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

111

Governance

Directors’ Beneficial Shareholdings (Audited)

To align the interests of the Executive Directors with shareholders, each Executive Director must build up and maintain a

shareholding in the Group equivalent to 200% of base salary, in line with the Policy. Until the guideline is met, Executive

Directors are required to retain 50% of any LTIP and DSBP share awards that vest (and are exercised), net of tax and national

insurance contributions (“NICs”).

Details of the Directors’ interests in shares of the Company are shown in the table below. Beneficially owned shares include

shares owned outright by the Directors and their connected persons. For the purpose of calculating whether the shareholding

guideline has been met, awards vested but not exercised and awards unvested under the DSBP (detailed in the Directors’

outstanding incentive scheme interests section following), net of tax and NIC, are included.

Directors Beneficial Shareholdings

Director

Beneficially

owned shares

31 December

2025

Interest in

share awards

– subject to

performance

conditions

Interest in

share awards –

not subject to

performance

conditions

Interest in

share awards

– vested but

unexercised

Shareholding

guideline

(% of salary)

Shareholding

guideline met

(% of salary)

David Richardson

4,081,778 4,070,750 903,064 – 200% 1,351%

Mark Godson

101,819 1,081,642 181,060 – 200% 86%

Jim Brown 200,000 – – – n/a n/a

Michelle Cracknell 59,000 – – – n/a n/a

John Hastings-Bass 210,200 – – – n/a n/a

Mary Kerrigan 61,715 – – – n/a n/a

Mary Phibbs 30,000 – – – n/a n/a

Matt Saker

– – – – n/a n/a

Retired Directors

Kalpana Shah

– – – – n/a n/a

1 Based on the average closing price of £2.1363 between 1 October 2025 and 31 December 2025.

2 Included in David Richardson’s 4,081,778 beneficially owned shares at 31 December 2025 are 334,172 shares, which were financed by way of a company loan,

of which £473k was outstanding as at 31 December 2025. This loan accrues interest at 4% p.a. and will be repaid out of any sale proceeds on such shares.

To the extent a shortfall remains, the Company will write off the balance and settle any taxes due on a grossed-up basis.

3 Mark Godson has not yet met the shareholding guideline of 200% with a current holding of 119%. In line with the Remuneration Policy, until this is met, he must

retain 50% of any LTIP or DBSP awards, net of tax, and NICs.

4 Matt Saker was appointed as a Director on 1 August 2025.

5 Kalpana Shah resigned from the Board on 1 March 2025 and her holdings reported in the table above are as at that date.

There have been no changes in the Directors’ interests in shares in the Company between the end of the 2025 financial year

and the date of this Annual Report.

Directors’ Remuneration Report continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

112

Directors’ Outstanding Incentive Scheme Interests (Audited)

The below tables summarise the outstanding awards made to David Richardson and Mark Godson. All awards under the LTIP

schemes are granted under options with performance conditions. Awards granted under the DSBP schemes are granted under

options with no performance conditions.

The table below summarises the outstanding awards made to David Richardson:

Date of grant

Exercise

price

Interest

as at

31/12/2024

Granted in

the year

Dividend

accumulating

at vesting

Vesting

in the

year

Lapsed in

the year

Exercised

in the year¹

Interest

as at

31/12/2025 Vesting date Expiry date

LTIP

31 Mar 2025 nil – 1,200,706 – – – – 1,200,706 31 Mar 2028 31 Mar 2035

28 Mar 2024 nil 1,327,014 – – – – – 1,327,014 28 Mar 2027 28 Mar 2034

23 Mar 2023 nil 1,543,030 – – – – – 1,543,030 23 Mar 2026 23 Mar 2033

24 Mar 2022 nil 1,391,681 – – 1,391,681 – 1,391,681 – 24 Mar 2025 24 Mar 2032

DSBP

31 Mar 2025 nil – 251,798 – – – – 251,798 31 Mar 2028 31 Mar 2035

28 Mar 2024² nil 325,791 – – – – – 325,791 28 Mar 2027 28 Mar 2034

23 Mar 2023 nil 325,475 – – – – – 325,475 23 Mar 2026 23 Mar 2033

24 Mar 2022 nil 323,796 – – 323,796 – 323,796 – 24 Mar 2025 24 Mar 2032

1 2022 LTIP and DSBP were exercised on 4 November 2025 and sufficient shares sold to meet tax, statutory deductions and costs at a price of £2.1275.

2 The value of the awards made in 2025 was calculated using the average price over the five days preceding grant (£1.5012).

The table below summarises the outstanding awards made to Mark Godson:

Date of grant

Exercise

price

Interest

as at

31/12/2024

Granted in

the year

Dividend

accumulating

at vesting

Vesting

in the

year

Lapsed in

the year

Exercised/

released in

the year

Interest

as at

31/12/2025 Vesting date Expiry date

LTIP

31 Mar 2025 nil – 512,922 – – – – 512,922 31 Mar 2028 31 Mar 2035

28 Mar 2024 nil 568,270 – – – – – 568,720 28 Mar 2027 28 Mar 2034

DSBP

31 Mar 2025 nil – 143,884 – – – – 143,884 31 Mar 2028 31 Mar 2035

1 The value of the awards made in 2025 was calculated using the average price over the five days preceding grant (£1.5012).

Save As You Earn (SAYE) (Audited)

The table below summarises the Directors’ outstanding options from the SAYE scheme:

Name

As at 1 Jan

2025

Options

Granted

Options

Exercised

Options

Lapsed

As at

31 Dec 2025 Option Price

Exercisable

from Date of expiry

David Richardson – – – – – – – –

Mark Godson 37,176 – – – 37,176 £0.85 01 Jun 2029 01 Dec 2029

SAYE options are granted at a 20% discounted option price, calculated using the three-day average share price immediately

before the invitation date.

The Company’s employee share plans operate within the dilution limits in the Investment Association principles of

remuneration, of 10% under all share plans and 5% under the executive share plans in any rolling ten-year period. Awards

granted under the LTIP, DSBP and SAYE are satisfied by either using newly issued shares or market purchased shares held in

the employee benefit trust.

Should the decision be made to issue new shares to satisfy LTIP or DSBP in the future, the Company’s available headroom as at

31 December 2025 was 6.14% (10% in 10 years under all share plans) and 2.03% (5% in 10 years under the executive share plans).

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

113

Governance

Payments for Loss of Office (Audited)

No payments were made for loss of office to Directors during 2025.

Payments to Past Directors (Audited)

Andy Parsons

Andy stepped down from the Board in 2023 and the treatment of his awards granted under the LTIP and DSBP was disclosed

in the 2023 Annual Report. His 2022 awards vested in March 2025 at values of £334,475 DSBP and £733,172 LTIP, based on

the share price on the date of vesting. During 2025 he exercised:

• On 22 April 2025 225,084 2022 DSBP nil cost options and sold 105,900 of the resulting shares at £1.336.

• On 22 April 2025 493,386 2022 LTIP nil cost options and sold 232,134 of the resulting shares at £1.336.

Simon Thomas

Simon stepped down from the Board in 2018 and the treatment of his awards under the LTIP and DSBP was disclosed in the

2018 Annual Report. All of his awards vested prior to 2024. During 2025 he exercised:

• On 5 June 2025 55,091 2016 DSBP nil cost options and sold the resulting shares at £1.459 each.

• On 23 June 2025 100,000 2016 LTIP nil cost options and sold the resulting shares at £1.404 each.

• On 15 September 2025 56,100 2016 LTIP nil cost options and sold the resulting shares at £2.1225 each.

• On 1 October 2025 37,646 2017 LTIP and 16,815 2018 LTIP nil cost options and sold the resulting shares at £2.1175 each.

• On 15 October 2025 120,524 2017 DSBP nil cost options and sold the resulting shares at £2.1225 each.

• On 23 October 2025 133,703 2018 DSBP nil cost options and sold the resulting shares at £2.1225 each.

Service Contracts and Letters of Appointment

Executive Directors are on rolling service contracts with no fixed expiry date. The contract dates and notice periods for each

Executive Director are as follows:

Date of contract Notice period by Company Notice period by Director

David Richardson 27 November 2019 6 months 6 months

Mark Godson 6 November 2023 6 months 6 months

The appointment of each non-Executive Director may be terminated at any time with immediate effect if he/she is removed

as a Director by resolution at a general meeting, by giving one months’ notice, or pursuant to the Articles. The non-Executive

Directors (other than the Chair) are not entitled to receive any compensation on termination of their appointment.

Contract/Letter of Appointment Effective Dates

Jim Brown 1 November 2023

Michelle Cracknell 1 March 2020

John Hastings-Bass 13 August 2020

Mary Kerrigan 1 February 2022

Mary Phibbs 5 January 2023

Matt Saker 1 August 2025

Executive Directors’ service contracts are available for inspection at the Group’s registered office during normal business hours

and will be available for inspection at the AGM.

Directors’ Remuneration Report continued

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114

Statement of Voting at The Annual General Meeting (Unaudited)

At the Company’s 2025 AGM held on 8 May 2025, shareholders were asked to vote on the Directors’ Remuneration report for

the year ended 31 December 2024. The Directors’ Remuneration policy was most recently considered and approved at the

9 May 2023 AGM. The votes received were:

Resolution Votes for % of votes Votes against % of votes Votes withheld

To approve the Directors’ Remuneration report (2025 AGM) 814,796,118 97% 22,946,691 3% 137,487

To approve the Directors’ Remuneration policy (2023 AGM) 810,331,240 95% 39,534,784 5% 5,501

The full Directors Remuneration policy can be found in the 2022 ARA on our website: www.justgroupplc.co.uk/investors/

results-reports-and-presentations

External Assistance Provided to the Committee (Unaudited)

Following a robust and competitive tender process, Deloitte LLP (“Deloitte”) were appointed as the independent adviser to

the Remuneration Committee in October 2024. The Committee regularly reviews and satisfies itself that all advice received

is objective and independent (through assessing the advice against their own experience and market knowledge), and fully

addresses the issues under consideration. Deloitte are members of the Remuneration Consultants Group and subscribe to

its Code of Conduct. Fees paid to Deloitte for services to the Committee in 2025 were £106,750 and were charged on a time

spent basis in accordance with the terms of engagement.

Remuneration for Employees Below The Board (Unaudited)

General Remuneration Policy

In setting Executives’ pay, the Committee seeks to ensure that the underlying principles, which form the basis for decisions

on Executive Directors’ pay, are consistent with those on which pay decisions for the rest of the workforce are taken. For

example, the Committee takes into account the general salary increases for the broader employee population when conducting

the salary review for the Executive Directors. The wider workforce participates in either the group bonus plan, or within distinct

bonus arrangements for business unit areas. Individual bonuses are then determined based on delivery against personal

objectives. The Executive Directors are subject to the same process as other colleagues.

However, there are some structural differences in the Executive Directors’ remuneration policy compared to that for

the broader employee base, which the Committee believes are necessary to reflect the differing levels of seniority and

responsibility. A greater weight is placed on performance-based pay through the quantum and participation levels in incentive

schemes. Deferral is greater for Executive Directors than for other regulated employees. This ensures the remuneration of the

Executive Directors is aligned with the performance of the Group and therefore the interests of shareholders.

The remuneration policy for the wider Group is designed to attract, retain and motivate new and existing employees. It is in

line with the sector in which we operate and our overall total remuneration approach is to pay a market competitive level of

remuneration that is structured to appropriately reward employees, align them with the interests of our shareholders and

customers, be compliant with Solvency II remunerations regulation and be relevant to the markets/geographies in which we

operate. We define total remuneration as base salary, annual incentive (STIP) and any benefits, for example pensions. For

those eligible to participate in the LTIP, this will also be included.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

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Governance

Summary of the Remuneration Structure for Employees Below Executive Director

Element Policy approach

Base Salary To attract and retain key employees we pay salaries which deliver market competitive total remuneration. We take into

account the following when determining the base salary: the size of the role and its scope, the required skills, knowledge

and experience, relevant pay in terms of the wider organisation and market comparative data. For 2025, the average

salary increase (excluding promotions and joiners shortly prior to year end) for all employees awarded in April 2025 was

3.7%. This is an average figure, with individual increases varying within a range depending on the factors above.

Benefits All employees participate in the permanent health insurance and life assurance schemes. They can choose to participate

in the private medical cover scheme and the health cash plan.

Pension All employees are provided with the opportunity to participate in the Group defined contribution pension plan, with a

Company contribution of up to 15% of salary for the executive team (excluding Executive Directors) and 10% of salary

for Executive Directors and all other employees. New members of the executive team are provided with a Company

contribution of 10% of salary, in line with the wider workforce. Employees who have reached HMRC annual or lifetime

allowance limits can be paid a cash allowance in lieu of pension contributions.

Short Term Incentive

Plan (“STIP”)

All of our employees participate in a discretionary bonus plan (STIP) unless an alternative plan is in operation. The STIP

is based on corporate performance and distributed based on personal performance incorporating individual objectives

and behaviours in line with our culture and conduct in the role.

The Group also operates bonus plans for certain types of roles, for example sales, based on objectives, behaviours in

line with our culture and conduct in the role.

For regulated roles in control functions, for example in risk, audit or compliance roles, the STIP is primarily based on the

performance of their function.

The Remuneration Committee has the ultimate discretion on all incentive plans and these are reviewed on an annual

basis. Bonuses for all of the executive team who are not Board members and employees under Solvency II have an

element of variable remuneration deferred into shares for three years.

Long Term Incentive

Plan (“LTIP”)

Participation in the LTIP is a small number of executives, and some key roles each year. Participation recognises the

strategic and critical roles they hold in supporting the strategic direction of the business and delivering Company

performance. In 2025 72 individuals were granted awards under the LTIP.

Deferred Share

Bonus Plan (“DSBP”)

The Company operates a DSBP which provides the vehicle for the deferral of the STIP awards.

Sharesave (“SAYE”) The Company operates a SAYE which is a tax-advantaged share scheme and is open to all UK-based employees as well

as the Executive Directors. Participants are allowed to save a maximum of £500 per month and acquire the Company’s

shares at a discount of up to 20% of the market value at the date of grant, within a six-month period following the

maturity of their savings contracts in either three or five years.

Share Incentive Plan

(“SIP”)

The SIP is a tax-advantaged share scheme in which all of the UK-based employees are eligible to participate as well as

the Executive Directors. Free shares were awarded to the UK-based employees in 2016.

This scheme is not currently in operation.

Total Shareholder Return (Unaudited)

Group’s Share Performance Compared to the FTSE 250 Index

The following graph shows a comparison of the Group’s total shareholder return (share price growth plus dividends paid) with

that of the FTSE 250 Index (excluding investment trusts).

The Group has selected this index as it comprises companies of a comparable size and complexity across the period and

provides a good indication of the Group’s relative performance.

20252024202320222021202020192018201720162015

180

160

140

120

100

Total Shareholder Return, rebased at 30 June 2015 = 100

Just Group FTSE 250 (excluding investment trusts)

Directors’ Remuneration Report continued

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116

Total Remuneration of the Ceo during the Same Period (Unaudited)

The total remuneration of the CEO over the last ten years is shown in the table below.

2016

2017 2018 2019

2019² 2020 2021 2022 2023 2024 2025

Chief Executive RC RC RC RC DR DR DR DR DR DR DR

Total remuneration (£000) 2,630 2,369 2,507 438 1,440 1,541 1,577 2,470 2,606 3,842 4,973

STIP (% of maximum) 97.5% 95% 91.2% 0% 83.1% 85% 80% 75% 90% 90% 70%

LTIP (% of maximum) 39.5% 50% 50% 50% 50% 19.75% 31.8% 93% 98% 100% 100%

1 The year ended 31 December 2016 covered 18 months following the change of year end from 30 June. The total single figure of remuneration for the 12-month

period ended 31 December 2016 was £1,870,000.

2 Rodney Cook (“RC”) stood down as CEO from 30 April 2019 and David Richardson (“DR”) assumed the role of CEO from this date (initially on an interim basis).

The total single figure remuneration for Rodney Cook in 2019 represents four months to 30 April 2019 and the full vesting value of the 2017 LTIP and for David

Richardson represents 8/12ths of his pay in 2019.

CEO Pay Ratio (Unaudited)

This is the seventh year in which Just Group has been required to publish its CEO pay ratio.

Year Method

25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio

2025 option A 125 : 1 77 : 1 46 : 1

2024 option A 96 : 1 60 : 1 34 : 1

2023 option A 62 : 1 38 : 1 21 : 1

2022 option A 73 : 1 44 : 1 25 : 1

2021 option A 47 : 1 29 : 1 17 : 1

2020 option A 42 : 1 26 : 1 16 : 1

2019

option A 44 : 1 28 : 1 17 : 1

1 Option A was selected as it provided a full picture of pay across the Group. The Company determined the single figure remuneration for all UK employees on

a FTE basis as at 31 December of the relevant year and used this to identify the three employees who represent the 25th percentile, 50th percentile and 75th

percentile by total pay. FTE remuneration was determined by reference to pay across 260 working days per year over a 35 hour week. Cases where employees

were on maternity leave have been excluded as their remuneration in the year was not felt to be an accurate reflection of their ordinary pay levels. This did not

have a material impact on the ratios and so the Committee is satisfied that the three individuals are reflective of the three percentiles.

2 The total pay and benefits for the role of CEO in 2019 was calculated using Rodney Cook’s base salary, benefits and pension contributions for the four months

to 30 April 2019 and David Richardson’s base salary, benefits and pension contributions for the remainder of the year, full year 2019 annual bonus and 2017 LTIP

award which vests based on performance to 31 December 2019.

The CEO pay ratio is heavily impacted by the performance of the Group and the share price. The CEO pay ratio has increased

between 2023 and 2025 due to the strong performance of the Group and the material increase in the share price. This is as the

CEO’s remuneration package is heavily weighted to performance-related pay with a significant proportion being delivered

in shares.

The table below shows the total pay and benefits and the salary component of this for the employees who sit at each of the

three quartiles in 2025.

£000 Total pay and benefits

Salary component of

total pay

25th percentile 40 33

50th percentile 65 53

75th percentile 109 89

Group Chief Executive 4,973 716

The Group Chief Executive officer was paid 77 times the median employee in 2025. The Remuneration Committee is confident

that this is consistent with the pay, reward and progression policies for the Company’s UK employees. The base salary and

total remuneration for the CEO and the median representative employee are competitively positioned within the relevant

markets and reflect our remuneration structures which are effective in appropriately incentivising and rewarding employees

for both what they achieve, as well as how they do so, while having due regard to our risk appetite. Just provides competitive

reward and benefit packages to all employees ensuring pay is at or above the real living wage, while allowing for full

participation in the pension arrangements.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

117

Governance

We have a career progression framework for our operations teams providing incremental salary increases as they develop

in role and gain new skills. Annual benchmarking is conducted for all roles and corrective action taken where an individual is

remunerated below the target level. Our competitive pension scheme provides for employer contributions of up to 10%.

We have a comprehensive benefits package allowing employees to select benefits of value to them. The Committee will

continue to monitor the CEO pay ratio and gender pay gap statistics as part of its overview of all employee pay.

Percentage Annual Change in Remuneration of Directors and Employees of Just Group plc (Unaudited)

The table below shows the percentage change in salary, taxable benefits and STIP in respect of each Director earned between

2020 and 2025, compared to that for the average employee of the Group (on a per capita (FTE) basis).

Percentage change

between 2024 and 2025

Percentage change

between 2023 and 2024

Percentage change

between 2022 and 2023

Percentage change

between 2021 and 2022

Percentage change

between 2020 and 2021

Base

salary Benefits

Annual

bonus

Base

salary Benefits

Annual

bonus

Base

salary Benefits

Annual

bonus

Base

salary Benefits

Annual

bonus

Base

salary Benefits

Annual

bonus

Average

employee

6.8% 8.4% -44.1% 8.4% 9.3% 10.8% 9.5% 5.9% 24.3% 5.9% 1.1% -2.8% 2.5% 2.2% -7.4%

Executive Directors

David

Richardson 4.6% 3.1% -19.9% 8.7% 7.1% 11.2% 3.9% 3.0% 24.1% 1.5% 1.2% -4.4% 1.0% -2.0% -6.0%

Mark

Godson/

Andy

Parsons

7.5% 4.8% -14.4% (8.5)% (5.7)% (8.5)% 3.9% 2.7% 24.1% 1.5% 1.0% -4.4% 0.0% -51.0% 0.0%

Non-Executive Directors

Jim Brown 1.6% 250.0% n/a 6.7% 100% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Michelle

Cracknell

1.2% 100.0% n/a 13.5% n/a n/a 25.0% n/a n/a 0.0% n/a n/a n/a n/a n/a

John

Hastings-

Bass

3.1% n/a n/a 11.5% n/a n/a 0.0% n/a n/a 0.0% n/a n/a n/a n/a n/a

Mary

Kerrigan 1.3% n/a n/a 5.3% n/a n/a 0.0% n/a n/a n/a n/a n/a n/a n/a n/a

Mary

Phibbs 1.1% n/a n/a 25.3% -100% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Matt Saker

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Kalpana

Shah

3,5

n/a n/a n/a 5.0% n/a n/a 0.0% n/a n/a 0.0% n/a n/a n/a n/a n/a

1 All permanent employees (excluding the Executive Directors) of the Group in the UK who were in employment during 2021 and 2024 were selected as the most

relevant comparator. This was chosen as the listed Company has no employees.

2 The figures are calculated using remuneration for Mark Godson from 2024 and Andy Parsons for 2020-2023.

3 The figures in the table have been adjusted to include a full year’s remuneration for Directors that are appointed part way through a year.

4 Matt Saker was appointed as a Non-Executive Director on 1 August 2025.

5 Kalpana Shah resigned as a Non-Executive Director on 1 March 2025.

Relative Importance Of Spend On Pay (Unaudited)

The table below illustrates the relative importance of spend on pay compared to shareholder dividends paid.

Year ended

31 December 2025

Year ended

31 December 2024 % difference

Total personnel costs (£m) 168 149 13%

Dividends paid (£m) 28 23 17%

Directors’ Remuneration Report continued

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118

Considering the Policy (Unaudited)

The Committee continues to consider the policy against a number of different factors, including maintaining a link with the

broader remuneration framework to ensure consistency and common practice across the Group. Comprehensive clawback and

malus provisions are in place across all incentive plans and the Committee retains the ability to exercise discretion to override

formulaic outcomes which are considered inappropriate amidst wider Company performance and the broader stakeholder

experience. In determining the overall levels of remuneration of the Executive Directors, the Committee also pays due regard

to pay and conditions elsewhere in the organisation. In particular, the Committee takes an active role in approving the

remuneration of senior executives, which covers eight roles in addition to the Executive Directors across the Group, as well as

overseeing the remuneration of Solvency II staff.

Shareholder views

The Committee takes into account of the views of our shareholders and the proxy advisory firms when setting remuneration.

Given the sale process the Committee has not consulted with shareholders on remuneration as part of this year-end process.

Employee

As explained on page 84, Michelle Cracknell hosted a “take on board” session on remuneration matters with the wider

workforce, which created an opportunity for colleagues to ask questions and provide feedback.

The full Directors’ Remuneration Policy is set out in the 2022 Annual Report which can be found on our website.

Implementation of the Remuneration Policy in 2026 for Directors (Unaudited)

Element Policy approach

Base Salary David Richardson, CEO: £742,630

Mark Godson CFO £484,000

David Richardson’s and Mark Godson’s salary will increase by 3% and 10% respectively from 1 April 2026, compared to

3% awarded to most colleagues (with the salary increase budget available for the wider workforce eligible to be considered

sitting at 3.7%).

Non-Executive

Directors Fees

Board Chair

Basic fee

Additional fee for Senior Independent Director

Additional fee for Committee Chair, Risk and Audit Committees

Additional fee for Committee Chair, all other Committees

£230,000

£65,000

£10,000

£20,000

£15,000

Benefits and

Pensions

The Executive Directors will receive a benefits allowance of £20,000 for 2026 and a Company pension contribution or cash

in lieu of 10% of salary. All employees are enrolled into the Company Group Life Assurance and Group Income Protection

schemes.

Short Term

Incentive Plan

(“STIP”)

Maximum STIP opportunity remains unchanged at 150% of salary for Executive Directors. 50% of maximum will pay out for

on-target performance.

The core bonus for 2026 is determined by a balanced scorecard of performance against financial and strategic measures.

The financial measures are:

• 40% based on IFRS new business profit

• 30% based on Internal Rate of Return

• 25% based on Underlying operating profit

• 5% based on Universe Assets Under Administration

• +-15% Strategic modifier

The strategic measures, which can increase or decrease the bonus pool available (subject always to a maximum bonus pool

of 100%) are:

• “Customer” (customer experience)

• "Control" (risk and controls)

• “People” (engagement, belonging and gender diversity)

• “Risk” (training completion and risk actions)

The Committee has chosen not to disclose in advance details of the STIP performance targets for the forthcoming year

as these include items which the Committee considers commercially sensitive. An explanation of bonus pay outs and

performance achieved will be provided in next year’s Annual Report on remuneration.

40% of any bonus earned will be deferred for three years into awards over shares under the Deferred Share Bonus Plan.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

119

Governance

Long Term Incentive Plan (“LTIP”)

Awards will be made over shares with a face value of 250% and 175% of salary in 2026 to the CEO and CFO respectively. The

awards made in 2026 will be subject to the conditions below, calculated over the three financial years to 31 December 2028,

and will be subject to a further two-year post-vesting holding period.

Performance Conditions And Targets Applying To The 2026 LTIP Awards

Condition Weighting

Target

Threshold Maximum

Cash generation 15% £439m £514m

Tangible Net Asset Value 25% £3.1bn £3.7bn

Return on Equity 45% 27% 34.3%

ESG: Diversity and inclusion – gender and multi-ethnicity mix in senior

leadership

15% Gender 40%

Ethnically Diverse 18%

Gender 42%

Ethnically Diverse 21%

Each performance condition will have nil vesting for performance below threshold; and will vest between 25% and 100% on a

straight-line basis for performance between threshold and maximum.

Approval

This report was approved by the Board of Directors on 26 February 2026 and signed on its behalf by:

Michelle Cracknell

Chair, Remuneration Committee

26 February 2026

Directors’ Remuneration Report continued

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120

The Directors present their report

for the financial year ended

31 December 2025.

The Strategic report, the Corporate

Governance report and the Directors’

Remuneration report include

information that would otherwise be

included in the Directors’ report.

Strategy and future

developments

Principal activities

and performance

Just is a specialist UK financial services

group focusing on attractive segments

of the UK retirement income market.

Just Group plc (the “Company”) is a

public company limited by shares and

was incorporated in England and Wales

with the registered number 08568957.

The Company is a holding company.

Details of the Company’s subsidiaries

are set out in note 31.

Commentary on the Group’s strategy

and performance in the financial year

ended 31 December 2025 and likely

future developments is included in

the Strategic report. Our approach to

stakeholder engagement, including our

Section 172 statement, can be found

in the Strategic report and Corporate

Governance report.

On 31 July 2025, the Board announced

the terms of a recommended cash

offer by BWS Holdings Ltd, a wholly

owned subsidiary of Brookfield Wealth

Solutions Ltd (“BWS”), to acquire the

entire issued and to be issued share

capital of the Company. Completion

is expected in the first half of 2026

through a court-sanctioned scheme

of arrangement, subject to the

satisfaction or, where applicable,

waiver of certain conditions, including

final Court approval.

The Board has monitored compliance

with the City Code on Takeovers and

Mergers and the FCA Listing Rules

to ensure fairness and transparency

throughout the process.

Directors’ Report

Governance

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, Board Committee reports, and the Directors’ Remuneration

report, all of which is incorporated in the Directors’ report by reference.

Requirements under Listing Rule 6.6.1R

In accordance with Listing Rule 6.6.4R, the table below sets out the location of the

information required by Listing Rule 6.6.1R, where applicable.

Information Page number

Interest capitalised by the Group Not applicable

Publication of unaudited financial information Page 220

Long-term incentive schemes involving one director only Not applicable

Waiver of emoluments by a director Not applicable

Waiver of any future emoluments by a director Not applicable

Non pre-emptive issues of equity for cash Not applicable

Non pre-emptive issues of equity for cash in relation to major

subsidiary undertakings Not applicable

Parent participation in a placing by a listed subsidiary Not applicable

Contracts of significance involving a director Not applicable

Contracts of significance involving a controlling shareholder Not applicable

Shareholder waiver of dividends Share plans – page 123

Shareholder waiver of future dividends Share plans – page 123

Agreements with controlling shareholders Not applicable

Articles of Association

The Company’s Articles of Association (“Articles”) may only be amended by a special

resolution of the shareholders. The Articles were last updated in September 2025

to give effect to certain matters in connection with the BWS offer on its completion.

The Articles can be found at www.justgroupplc.co.uk/about-us/governance.

Going concern and viability statement

The Directors are required to assess and report on the appropriateness of adoption

of the going concern basis of accounting over the 12 months from the date of this

report in accordance with Provision 30 of the UK Corporate Governance Code

2024 (the “Code”). The Directors have performed this assessment as set out in

note 1.1 and confirm that they consider it appropriate to prepare the financial

statements on the going concern basis.

In addition, in accordance with Provision 31 of the Code, the Directors are required

to assess the prospects of the Group and report on conclusions reached regarding

its longer-term viability. As required by the Code, the longer-term viability

statement has been undertaken for a period of five years in line with the Group’s

business planning horizon. It can be found in the Strategic report on page 63.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

121

Governance

Directors’ Report continued

The Board

Directors

The Directors who served during the

year and up to the date of this report

are set out below.

• John Hastings-Bass, Chair

• James Brown

(known as Jim Brown)

• Michelle Cracknell

• Mark Godson

• Mary Kerrigan

• Mary Phibbs

• David Richardson

• Matthew Saker

(known as

Matt Saker)

(appointed on

1 August 2025)

• Kalpana Shah (resigned on

1 March 2025)

The biographies of the Directors in

office as at the date of this report

can be found on pages 72 to 74. The

rules governing the appointment and

retirement of Directors are set out

in the Company’s Articles, and all

appointments are made in accordance

with the Code. All current Directors

are expected to retire and stand for

election or re-election at the 2026

Annual General Meeting (“AGM”),

subject to any changes arising from

the proposed acquisition of the

Company by BWS.

Secretary

Simon Watson is the Group Company

Secretary of Just Group plc and

can be contacted at the Company’s

Registered Office, details of which are

on page 225.

Directors’ powers

The Board is responsible for the

management of the business of

the Company and may exercise all

powers of the Company subject to the

provisions of the Company’s Articles

and relevant legislation.

Directors’ insurance

and indemnities

The Directors and Officers of the

Company benefit from an indemnity

provision in the Company’s Articles

in respect of liabilities they may incur

in connection with the Company’s

affairs, subject to the provisions of the

Companies Act 2006. Each Director

also benefits from a deed of indemnity

covering the costs of defending claims

against them and third party liabilities,

the terms of which are in accordance

with the Companies Act 2006. This

qualifying third party indemnity

provision remained in force throughout

the year and at the date of this

report. Directors’ and Officers’ liability

insurance cover was also maintained

by the Company during the year at it’s

expense and remains in force at the

date of this report.

Directors’ interests

The interests of Directors and their

connected persons in the ordinary

shares of the Company as disclosed

in accordance with the Listing Rules,

are as set out in the Directors’

Remuneration report. Details of the

Directors’ long-term incentive awards

are also provided on pages 110 to 111.

Conflicts of Interest

The Board has established procedures

for the management of potential or

actual conflicts of interest of the

Directors in accordance with the

Companies Act 2006 and the Company’s

Articles. All Directors are responsible for

notifying the Group Company Secretary

and declaring at each Board meeting

any new actual or potential conflicts

of interest. The Directors are also

responsible for declaring any existing

conflicts of interest which are relevant

to transactions to be discussed at each

Board meeting. If a conflict is deemed to

exist, the relevant Director will excuse

themselves for discussions relating to

that conflict. None of the Directors had

a material interest in any significant

contract with the Company or with any

Group undertaking during the year.

Shareholders

Annual General Meeting

The Company intends to hold its AGM

for the year ended 31 December 2025

in mid-2026 in London, subject to the

Company’s listed status and shareholder

structure at that time. Further details,

including the date, venue and resolutions

to be proposed, will be published in due

course on the Company’s website at

www.justgroupplc.co.uk.

Results and dividends

The financial statements set out the

results of the Group and the Company

for the year ended 31 December 2025

and are shown on pages 138 to 219.

An interim dividend of 0.84 pence

(2024: 0.7 pence) per ordinary

share was paid to shareholders

on 15 September 2025. In light of

the proposed acquisition of the

Company by BWS, no final dividend

will be declared for the year ended

31 December 2025 (2024: 1.8 pence

per ordinary share).

Share capital

Ordinary share capital

As at 31 December 2025, the

Company had an issued share capital

of 1,038,702,932 ordinary shares

of 10 pence each, all fully paid up

and listed on the equity shares of

commercial companies segment

of the London Stock Exchange.

No shares are held in treasury.

The holders of the ordinary shares

are entitled to receive notice of,

attend and speak at general meetings

including the AGM, to appoint proxies

and to exercise voting rights. The

shares are not redeemable.

The share price on 31 December 2025

was 216.00 pence.

Further information relating to the

Company’s issued share capital can

be found in note 19.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

122

Restricted Tier 1 notes

The Company has £325m of Restricted

Tier 1 notes (“Notes”) in issue. These

may convert into ordinary shares only

upon a “trigger event”, which would

occur if the Board, in consultation with

the Prudential Regulation Authority,

determines that the Group has ceased to

meet its Solvency II capital requirements.

Holders do not have the right or option

to require conversion of the Notes. On

a change of control, the Notes may

convert into equity of an approved

entity if specified conditions are met;

otherwise, they may be written down.

Further details are provided in note 21

and on the Company’s website at

www.justgroupplc.co.uk/investors.

Share capital authorities

The Company’s Articles specify that,

subject to the authorisation of an

appropriate resolution passed at a

general meeting of the Company,

Directors can allot relevant securities

under Section 551 of the Companies

Act 2006 up to the aggregate nominal

amount specified by the relevant

resolution. In addition, the Articles

state that the Directors can seek

authority from shareholders at a

general meeting of the Company

to allot equity securities for cash,

without first being required to offer

such shares to existing ordinary

shareholders in proportion to their

existing holdings under Section 561 of

the Companies Act 2006, 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 AGM held

on 8 May 2025:

• to allot ordinary shares in the

Company up to a maximum

aggregate nominal amount of

£69,246,862;

• to allot equity securities for cash

on a non pre-emptive basis up to

an aggregate nominal amount of

£10,387,029 and further granted

an additional power to disapply

pre-emption rights representing

a further 10% only to be used in

specified circumstances;

• to make market purchases of up

to an aggregate of 103,870,293

ordinary shares, representing

approximately 10% of the

Company’s issued ordinary shares

as at 4 March 2025; 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.

No shares were issued by the

Company during 2025 (2024: nil).

No shares were purchased by the

Company during the year (2024: nil).

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 do not contain

any specific restrictions on the size of

a holding or on the transfer of shares,

other than:

• certain restrictions may from

time to time be imposed by laws

and regulations (for example, the

Market Abuse Regulation (“MAR”)

and insider trading law);

• pursuant to the Listing Rules, the

Directors and certain employees

of the Company require clearance

from the Company to deal in the

Company’s ordinary shares; and

• pursuant to the provisions of

the court-sanctioned Scheme

of Arrangement relating to the

recommended cash acquisition of

the Company by BWS.

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

of 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

can 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

Group plc Long Term Incentive Plan

(“LTIP”), the Just Group plc Deferred

Share Bonus Plan (“DSBP”), Just Group

plc Sharesave Scheme (“SAYE”), and

the Just Group plc Share Incentive

Plan (“SIP”). Details of these plans are

set out in the Directors’ Remuneration

report and in note 9.

The rules for the Company’s LTIP,

DSBP and SAYE were adopted by

shareholders at the 2023 AGM. They

each have a ten-year life expiring in

May 2033.

Awards under the LTIP, DSBP and

SAYE are satisfied by using either

newly issued shares or shares

purchased in the market, which are

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

2025, no ordinary shares were issued

to employees in satisfaction of the

exercise of share options under the

SAYE (2024: nil). No shares were

issued to the EBT or to employees in

respect of other plans during the year

(2024: nil).

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

123

Governance

Substantial shareholdings

Following the announcement of the recommended acquisition of the Company by BWS, the bidder has become the

Company’s largest shareholder. The Company’s register of members records that BWS held 102,827,474 ordinary shares

as at 26 February 2026.

The table below sets out the holdings of the major shareholders in the Company’s issued ordinary share capital with holdings

of 3% or more, as at 31 December 2025 and as at 26 February 2026. The holdings at each date are based on notifications

received by the Company under the provisions of Chapter 5 of the FCA’s Disclosure Guidance and Transparency Rules and,

in the case of BWS, the Company’s register of members (see footnote 2). Except for the BWS shareholding, these holdings

reflect the most recent notifications made to the Company and may have changed since those notifications were received.

Shareholders are not required to notify the Company of any change until the next notable threshold is crossed.

Shareholder

Ordinary shareholdings

at 31 Dec 2025 % of capital

Ordinary shareholdings

at 26 Feb 2026

% of capital

BWS Holdings Ltd 102,827,474

9.90 102,827,474

9.90

Société Générale 89,660,095 8.63 71,869,150 6.92

JP Morgan Chase & Co 70,993,039 6.83 89,684,681 8.63

Morgan Stanley 64,146,033 6.18 63,538,719 6.12

Blackrock, Inc 58,700,392 5.64 58,700,392 5.64

Fidelity International 57,253,643 5.51 57,253,643 5.51

Barclays plc 52,905,373 5.09 52,905,373 5.09

Syquant Capital 52,595,057 5.06 50,474,000 4.86

Janus Henderson Group plc 51,931,621 4.99 51,931,621 4.99

Baillie Gifford 51,895,600 4.99 51,895,600 4.99

Aegon N.V. 51,584,569 4.97 51,584,569 4.97

Lombard Odier Asset Management (Europe) Ltd 51,361,808 4.94 51,361,808 4.94

Ameriprise 50,857,090 4.90 50,857,090 4.90

AXA Investment 49,615,299 4.78 49,615,299 4.78

Twelve Capital AG 41,575,357 4.02 41,575,357 4.02

Credit Suisse Group AG 40,054,845 3.86 40,054,845 3.86

Franklin Templeton 38,092,378 3.68 38,092,378 3.68

HSBC Holdings plc – – 66,055,770 6.36

1 The last practicable date prior to publication of the Annual Report.

2 The BWS shareholding shown as at 31 December 2025 and 26 February 2026 reflects the position recorded on the Company’s register of members and

information provided to the Company in connection with the recommended acquisition. The most recent notification received by the Company from BWS under

DTR 5 was in August 2025.

Directors’ Report continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

124

Business relationships

The Board is committed to foster the

Company’s business relationships

with suppliers, customers and other

stakeholders. Details on how the

Board engages with our principal

suppliers and customers, as well as

other stakeholders can be found in the

Relationships with stakeholders report.

Modern slavery

The Directors are committed to

combatting modern slavery and

human trafficking in all its forms. Just

takes a zero tolerance approach to

modern slavery within our workforce

and the same is expected from

suppliers. In compliance with Section

54(1) of the Modern Slavery Act

2015, the Company’s modern slavery

statement, approved by the Board, is

available to view on our website at

www.justgroupplc.co.uk.

Employees

Equal opportunities employment

Just 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 those who are

neurodivergent or have a disability, and

any reasonable adjustments are made

as required during the recruitment

process to ensure all applicants have

the same opportunity to demonstrate

their skills. 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

The Company promotes a high-

performance, purpose-led culture

and maintains a clear communication

and engagement strategy. This

includes quarterly Group-wide town

hall business updates, colleague

engagement surveys and intranet

communications. Employee share

plans are operated to encourage share

ownership and align the interests of

employees and shareholders.

Further details on engagement

and how the Directors consider

employee interests are provided in

the Strategic report and Governance

in Operation report.

Employee diversity

The Company is committed to building

a diverse workforce and inclusive

culture, and we collect data to monitor

our progress in achieving our diversity

targets. As at 31 December 2025,

Just employed 757 males (52%), 696

females (48%) and less than 1% who

identified under other categories.

As a signatory to the Women in

Finance Charter, we have a target for

40% of our most senior population

(Executive Committee and their direct

reports) to be female by the end of

2026. As at

31 December 2025, gender diversity

for this group stood at 44%.

We are also a signatory to the Race

at Work Charter, and are committed

to ensuring that our workforce

is representative of the ethnic

composition of the broader UK

population. We have set a target that

more than 16% of our most senior

population (using the same definition

as above) will be ethnically diverse by

the end of 2026. As at 31 December

2025, 13% of this population were

ethnically diverse, and we remain

committed to maintaining progress

against this target.

Further information on colleagues,

culture and diversity can be found in

the Colleagues and culture report.

Board and Executive

Management diversity

The Governance in Operation report

includes the Group’s data on the

gender identity or sex and ethnic

diversity of the Board and executive

management as at 31 December 2025,

the reference date, in accordance

with the Listing Rules requirements.

Details of the Board’s diversity, equity,

inclusion and belonging policy and

targets can be found in the Nomination

and Governance Committee report.

Auditor

Disclosure of information to the

auditor

Each Director of the Company at

the date of this Directors’ report

has confirmed that, so far as they

are aware, there is no relevant audit

information of which the Company’s

external auditor is unaware. Each

Director has taken all the steps that

they ought to have taken as a Director

in order to make themselves aware of

any relevant audit information and to

establish that the Company’s external

auditor is aware of that information.

This confirmation is given and should

be interpreted in accordance with

the provisions of Section 418 of the

Companies Act 2006.

Auditor appointment

PwC has expressed its willingness

to continue in office as the external

auditor of the Group. An assessment

of audit effectiveness and the

recommendation regarding PwC’s

reappointment can be found in the

Group Audit Committee report.

However, in light of the potential

acquisition by BWS, which currently

engages a different audit firm, PwC’s

reappointment may be subject

to change.

Research and development

The Group undertakes innovative

projects and programmes to support

its strategic objectives. Further details

are provided in the Strategic report.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

125

Governance

Environment and emissions

In accordance with Listing Rule

6.6.6R(8), climate-related financial

disclosures consistent with the Task

Force on Climate-related Financial

Disclosures (“TCFD”) recommendations

and recommended disclosures are

contained in the Sustainability: TCFD

section on pages 36 to 51 and in the

Risk Management section on pages

62 to 63. Information on the Group’s

greenhouse gas emissions, energy

consumption and efficiency during 2025

are also included in the Sustainability:

TCFD section. In preparing the TCFD

disclosures, the Group has considered

the guidance for all sectors and

supplemental guidance for insurance

companies within the TCFD Annex

“Implementing the Recommendations

of the Task Force on Climate-related

Financial Disclosures”.

Other disclosures

Change of control provisions

There are various agreements that

take effect, alter or terminate upon

a change of control of the Company,

such as commercial contracts,

bank loan agreements and property

lease arrangements. None of these

agreements are considered significant

in terms of their impact on the Group’s

business as a whole. All the Company’s

employee share incentive plans contain

provisions relating to a change of

control. Outstanding awards would

typically vest and become exercisable.

This is subject to satisfying any

performance conditions, and normally

with an additional time-based pro-

rata reduction where performance

conditions apply, in accordance with

the share scheme rules.

On 31 July 2025, the recommended

cash acquisition of the Company by

BWS was announced. The change of

control provisions are set out in the

Scheme of Arrangement document

published on 26 August 2025, which

can be found on the Company’s

website at www.justgroupplc.co.uk/

investors.

Directors’ Report continued

Financial instruments

The Group does not currently apply

hedge accounting although it applies

asset and liability matching and

hedging strategies to limit its exposure

to interest rate risk and market risk

arising from the Group’s financial

instruments and insurance contracts.

Details of the Group’s risk management

and exposure to financial and other risks

are included in the Risk Management

section of the Strategic report and

note 27 to the financial statements.

Overseas branches

The Company does not have any

overseas branches within the meaning

of the Companies Act 2006.

Political donations and

expenditure

No political donations were made, or

political expenditure incurred, by the

Company and its subsidiaries during

the year (2024: nil).

Related party transactions

Related party transactions are set out

in note 32 to the financial statements.

Post balance sheet events

Details of post balance sheet

events are set out in note 34 to

the financial statements.

The Directors’ report has been

approved by the Board and is

signed on its behalf by:

Simon Watson

Group Company Secretary

26 February 2026

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

126

The Directors are responsible for

preparing the Annual Report and

financial statements in accordance

with applicable UK law and regulations.

UK company law requires the Directors

to prepare Group and Parent Company

financial statements for each financial

year. Under that law, the Directors

have elected to prepare the Group and

Parent Company financial statements

in accordance with UK-adopted

international accounting standards.

Under UK company law, the Directors

must not approve the financial

statements unless they are satisfied

that they give a true and fair view of

the state of affairs of the Group and

Parent Company, and of the profit or

loss for that period.

In preparing each of the Group and

Parent Company financial statements,

the Directors are required to:

• select suitable accounting policies

and apply them consistently;

• make reasonable and

prudent judgements and

accounting estimates;

• present information, including

accounting policies, in a

manner that provides relevant,

reliable, comparable and

understandable information;

• state whether they have been

prepared in accordance with

UK-adopted international

accounting standards;

• assess the Group and Parent

Company’s ability to continue

as a going concern, disclosing,

as applicable, matters related to

going concern; and

• use the going concern basis of

accounting unless they either

intend to liquidate the Group or

the Parent Company or to cease

operations, or have no realistic

alternative but to do so.

Statement of Directors’ Responsibilities

The Directors are responsible for

keeping adequate accounting records

that are sufficient to show and

explain the Parent Company’s and

Group’s transactions, and disclose

with reasonable accuracy at any

time the financial position of the

Parent Company and the Group,

and enable them to ensure that the

financial statements comply with the

Companies Act 2006. They are also

responsible for such internal control

as they determine is necessary to

enable the preparation of financial

statements that are free from material

misstatement, whether due to fraud or

error, and have general responsibility

for taking such steps as are reasonably

open to them to safeguard the assets

of the Group and to prevent and detect

fraud and other irregularities.

Under applicable law and regulations,

the Directors are also responsible for

preparing a Strategic report, Directors’

report, Directors’ Remuneration report

and Corporate Governance statement

that comply with that law and

those regulations.

The Directors are responsible for

the maintenance and integrity of the

corporate and financial information

included on the Company’s website.

Legislation in the UK governing the

preparation and dissemination of

financial statements may differ from

legislation in other jurisdictions.

Directors’ Responsibility

Statement

The Directors consider that the Annual

Report and the financial statements,

taken as a whole, is fair, balanced

and understandable and provides the

information necessary for shareholders

to assess the Group’s and Company’s

position, performance, business model

and strategy.

The Directors confirm to the best of

their knowledge that:

• the Group and Company’s

financial statements, which have

been prepared in accordance

with UK-adopted international

accounting standards, give a

true and fair view of the assets,

liabilities, financial position and

profit or loss of the Company and

the undertakings included in the

consolidation taken as a whole;

and

• the Strategic report, Corporate

Governance report and Directors’

report in this Annual Report

include a fair review of the

development and performance

of the business and the position

of the Group, together with a

description of the principal risks

and uncertainties that it faces.

By order of the Board on

26 February 2026.

David Richardson

Group Chief Executive Officer

Mark Godson

Group Chief Financial Officer

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

127

Governance

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

128

Report on the audit of the financial statements

Opinion

In our opinion, Just Group plc’s group financial statements and company financial statements (the “financial statements”):

• give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2025 and of the

group’s loss and the group’s and company’s cash flows for the year then ended;

• have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance

with the provisions of the Companies Act 2006; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts 2025 (the “Annual Report”), which

comprise:

• the Consolidated and Company Statement of Financial Position as at 31 December 2025;

• the Consolidated Statement of Comprehensive Income for the year then ended;

• the Consolidated and Company Statement of Changes in Equity for the year then ended;

• the Consolidated and Company Statement of Cash Flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Group Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our

responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements

section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not

provided.

Other than those disclosed in note 3(b), we have provided no non-audit services to the company or its controlled undertakings

in the period under audit.

Our audit approach

Context

The Group is predominantly based in the United Kingdom and writes business across four main product lines, being Defined

Benefit De-risking Solutions, Guaranteed Income for Life Solutions, Lifetime Mortgages and Care Plans. The Group has two

regulated insurance companies, Just Retirement Limited and Partnership Life Assurance Company Limited, in addition to other

financial services companies. In planning our audit, we met with the Group Audit Committee and members of management

across the Group to discuss and understand business developments during the year, and to understand their perspectives on

associated business risks. We used this insight, our knowledge of the Group and our industry experience when forming our

own views regarding the audit risks and as part of developing our planned audit approach to address those risks. Given the

activities of the Group, we have built a team with the relevant industry experience and technical expertise.

Overview

Audit scope

• Our audit scope has been determined to provide coverage of all material financial statement line items.

• Three reporting components were subject to full scope audits and we performed an audit of specific account balances for

a further five components.

Key audit matters

• Valuation of insurance contract liabilities (group)

• Valuation of insurance contract liabilities – Annuitant mortality assumptions (group)

• Valuation of insurance contract liabilities – Credit default assumptions for illiquid assets (group)

• Valuation of insurance contract liabilities – Expense assumption (group)

• Valuation of certain hard to value investments (group)

• Valuation of the Company’s investments in group undertakings (parent)

Independent auditors’ report

to the members of Just Group plc

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

129

Materiality

• Overall group materiality: £30,345,000 (2024: £29,920,000) based on 1% of Total Equity plus net of tax contractual

service margin (CSM).

• Overall company materiality: £11,890,000 (2024: £12,610,000) based on 1% of Total Equity.

• Performance materiality: £22,758,750 (2024: £22,440,000) (group) and £8,917,500 (2024: £9,457,500) (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement (whether

or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we

make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Valuation of insurance contract liabilities (group)

Refer to Group Audit Committee Report, Accounting policy 1.7

Insurance contracts and note 22 Insurance contracts and related

reinsurance.

The inherent uncertainty involved in setting the assumptions

used to determine the insurance contract liabilities represents

a significant area of management judgement for which small

changes in assumptions can result in material impacts to the

valuation of these liabilities. As part of our consideration of the

entire set of assumptions, we focused particularly on annuitant

mortality assumptions, credit default risk assumptions and expense

assumptions as these are considered the most significant and

judgemental.

We performed the following audit procedures to test the valuation of

insurance contract liabilities (including best estimate liabilities, risk

adjustment and contractual service margin):

• Tested the design and operating effectiveness of the controls in

place over the determination of the insurance contract liabilities,

including those relating to model inputs, model operation and

extraction and consolidation of results from the actuarial model;

• Tested the design and operating effectiveness of controls related

to policyholder data used in the valuation of insurance contract

liabilities;

• Agreed a sample of policyholder data used in the actuarial models

to source documentation;

• Using our actuarial specialist team members, we applied our

industry knowledge and experience to assess the appropriateness

of the methodology, models and assumptions used against

recognised actuarial practices. This included consideration of

the reasonableness of assumptions against actual historical

experience, and the appropriateness of any judgements applied,

including if there was any indication of management bias;

• Performed testing over the calculations in the liability cash flow

model. This included testing of changes made during the year, risk-

based audit procedures to independently test certain cashflows

at regular intervals, and testing of analysis of change in modelled

results, to assess whether the models continue to operate as

expected;

• Tested the derivation of the current, new business and annual

locked in discount rates used to discount the insurance contract

liabilities;

• Used the results of an independent PwC annual benchmarking

survey of assumptions to further challenge the assumption setting

process by comparing certain assumptions used relative to the

Group’s industry peers (where available and applicable); and

• Tested the disclosures made by management in the financial

statements.

Further details on the specific procedures performed over each of the

identified key assumptions are included in the below sections of our

Key Audit Matters. Based on the work performed and the evidence

obtained, we consider the assumptions used in the valuation of

insurance contract liabilities to be appropriate.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

130

Key audit matter How our audit addressed the key audit matter

Valuation of insurance contract liabilities – Annuitant mortality

assumptions (Group)

Refer to Group Audit Committee Report, Accounting policy 1.7

Insurance contracts and note 22 Insurance contracts and related

reinsurance.

Annuitant mortality assumptions are an area of significant

management judgement due to the inherent uncertainty involved.

Insurance contract liabilities are sensitive to the choice of best

estimate annuitant mortality assumptions due to the large volume of

annuity business. The best estimate annuitant mortality assumption

has two main components:

1) Base mortality assumptions

This part of the assumption is mainly driven by internal experience

analyses, but judgement is also required. For example, in determining

the most appropriate granularity at which to carry out the analysis;

the time window used for historic experience, or whether data

should be excluded from the analysis; and in selecting an appropriate

industry mortality table to which management overlays the results of

the experience analysis.

2) Rate of future mortality improvements

This part of the assumption is more subjective given the lack of

data and the uncertainty over how life expectancy will change in the

future. The allowance for future mortality improvements is inherently

subjective, as improvements emerge over long timescales and cannot

be captured by analysis of internal experience data. There is also

additional uncertainty over the long-term impact of wider mortality

trends in the UK.

Judgement is required when estimating the allowance for expected

future mortality rates in the long term, which can be undertaken

using a range of approaches, including standard industry mortality

projection models (such as the CMI models), independent analyses or

a combination of both.

Risk adjustment for longevity risk

In addition, under IFRS 17, a risk adjustment is required to be held.

This represents an allowance for risk in excess of the best estimate

for non-financial risk. The primary component of the risk adjustment

is annuitant mortality risk, and the selection of the distribution and

associated stresses is a matter of judgement.

We performed the following audit procedures to test the annuitant

mortality assumptions (including base mortality assumptions, rate of

future mortality improvements and the risk adjustment):

• Tested the design and operating effectiveness of controls in place

over the performance of annuitant mortality experience analysis

studies, approval of the proposed assumptions and implementation

within the actuarial model;

• Tested the reasonableness of the methodology used to perform

the annual experience studies. This involves the assessment of key

judgements with reference to relevant rules, actuarial guidance and

by applying industry knowledge and experience;

• Tested completeness and accuracy of experience analysis data.

For a sample, agreed experience analysis data used to source

documentation;

• Assessed the appropriateness of expert judgments used in the

development of the mortality improvement assumptions, including

the use of longevity experts and external market studies on areas

such as public health, medical advancements, and health and

social care;

• Assessed management’s considerations of the long-term impacts

of wider UK mortality trends in the annuitant mortality assumptions;

• Assessed management’s risk adjustment methodology relative to

the compensation required by management for non-financial risk,

including the selected confidence level and calibration, as well as

testing management’s controls over the processes; and

• Compared the annuitant mortality assumptions selected by

management against those adopted by peers using our annual

benchmarking survey of the market (to the extent available).

Based on the work performed and the evidence obtained, we

consider the assumptions used for annuitant mortality to be

appropriate.

Valuation of insurance contract liabilities – Credit default

assumptions for illiquid assets (group)

Refer to Group Audit Committee Report, Accounting policy 1.7

Insurance contracts and note 22 Insurance contracts and related

reinsurance.

As permitted by IFRS 17, the discount rate for calculating the

insurance contract liabilities (future cash flows and risk adjustment)

is determined using a ‘top-down’ approach. In this approach the

discount rate is set using the yield on a reference portfolio of assets

(based on the actual assets held) with explicit deductions for both

expected and unexpected credit default risk.

The credit default assumptions are also used to determine the

locked-in discount rate based on the target asset mix for new

business written in the period (applicable to the contractual service

margin).

This is a key audit matter because the Group’s asset portfolio includes

a material amount of illiquid assets for which the determination

of credit default assumptions, including consideration of expected

and unexpected default risk, requires a significant level of

expert judgement.

We performed the following audit procedures to test the credit

default assumptions.

• Tested the accuracy of asset data used to determine the credit

default assumptions. For a sample, agreed asset data used to

source documentation and/or market information;

• Tested the methodologies used to derive the assumptions

(including expected and unexpected credit default risk) with

reference to relevant rules and actuarial guidance and by applying

our industry knowledge and experience. This also included analysis

of any impact of the Solvency II Matching Adjustment Attestation

on the credit default assumptions under IFRS 17;

• Tested significant assumptions used by management against

market observable data (to the extent available and relevant) and

our experience of market practices. We have also considered the

impact of current economic conditions on levels of expected and

unexpected credit default risk;

• Performed procedures to obtain comfort over the appropriateness

of the credit ratings of the assets. This included engaging

our valuation experts to assess the appropriateness of the

methodology and assumptions used for a sample of assets, and

testing management’s oversight, review and challenge of ratings

provided by external asset managers; and

• Compared the assumptions selected against those adopted by

peers using our independent annual benchmarking survey of the

market assumptions (to the extent available).

Based on the work performed and the evidence obtained, we

consider the assumptions used for credit default risk to be

appropriate.

Independent auditors’ report continued

Financial Statements

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Key audit matter How our audit addressed the key audit matter

Valuation of insurance contract liabilities – Expense assumptions

(group)

Refer to Group Audit Committee Report, Accounting policy 1.7

Insurance contracts and note 22 Insurance contracts and related

reinsurance.

Future maintenance expenses and expense inflation assumptions

are used in the measurement of the insurance contract liabilities.

The assumptions reflect the expected future expenses that will be

required to maintain the in-force policies at the balance sheet date,

including an allowance for project costs and future inflation.

In addition, acquisition expenses are also relevant in determining

the contractual service margin component of the insurance contract

liabilities at point of sale.

The assumptions used require judgement, particularly with respect

to the allocation of expenses between acquisition, maintenance

and other.

We performed the following audit procedures to test the expense

assumptions:

• Tested the design and operating effectiveness of controls related

to the expense assumption process;

• Assessed the methodology used by management to derive

the assumptions with reference to relevant rules and actuarial

guidance and by applying our industry knowledge and experience;

• Tested the completeness and accuracy of the total cost base and

allocation of expenses to the appropriate cost centre;

• Assessed the appropriateness of significant judgements in application

of the methodology, including excluded costs (for example, due to

costs either not relating to the insurance business or being non-

recurring in nature), expected future improvements in efficiency, and

the allocation of expenses between acquisition and maintenance and

to products. This assessment also considered the appropriateness of

the treatment of non-discretionary project spend where we expect

these costs to be included in the ongoing cost base;

• Assessed the appropriateness of the rate at which expenses are

assumed to inflate in the future, taking into account current and

future market expectations of both price and earnings inflation; and

• Tested the policy counts used in the derivation of per policy

expense assumptions and considered whether any adjustments are

required to reflect changes in future expected policy volumes, for

example, to allow for diseconomies of scale.

Based on the work performed and the evidence obtained, we consider

the assumptions used for expense assumptions to be appropriate.

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Key audit matter How our audit addressed the key audit matter

Valuation of certain hard to value investments (group)

Refer to Group Audit Committee Report, Accounting policy 1.13

Financial investments and note 16 Fair value of financial assets and

liabilities.

The valuation of the investment portfolio involves judgement and

continues to be an area of inherent risk. The valuation risk is not

uniform for all investment types and is greatest for certain hard to

value assets categorised as level 3 under the fair value methodology.

This is due to the level of complexity involved and the significant

judgement required in the selecting and applying of key assumptions

and unobservable inputs, and the resulting sensitivities on the

reported amounts.

The asset classes that we consider for this risk are:

1. Lifetime mortgages (LTM);

2. Loans secured by commercial mortgages;

3. Long income real estate (which includes residential ground rents);

and

4. Other illiquid debt instruments.

The setting of voluntary redemptions (persistency), as well as key

economic assumptions, applied in the valuation of LTMs (including

current property values, house price inflation and volatility) are

impacted by the uncertainty in the current economic environment.

We performed the following audit procedures in respect of Lifetime

Mortgages:

• Tested the design and operating effectiveness of controls related

to the accuracy and completeness of data used in the modelling

of LTMs;

• For a sample of mortgages, agreed data used in the modelling of

LTMs to policyholder documentation;

• Tested the design and operating effectiveness of controls in place

over the determination of the valuation of LTMs, including those

relating to model inputs, model operation and extraction and

consolidation of results from the valuation models;

• Engaged our actuarial specialists, applied our industry knowledge

and experience to assess the appropriateness of the methodology,

models and assumptions used to assess the allowance for the No

Negative Equity Guarantee (NNEG) against recognised actuarial

practices, including any changes made during the year, taking into

account the impact of current economic conditions;

• Performed risk-based testing procedures to independently test

the actuarial model calculations relating to the NNEG at regular

intervals, and tested the analysis of change in modelled results, to

assess whether the model continues to operate as expected.

• Evaluated the appropriateness of significant economic

assumptions, including the property price inflation and property

price volatility assumptions used within the valuation process, with

reference to market data and industry benchmarks where available,

and taking into account the impact of current economic conditions;

• Assessed the appropriateness of current property prices derived

using the Automated Valuation Model (AVM);

• Tested the key judgements involved in the preparation of the

manually calculated components of the LTM asset valuation, and

the accuracy of the calculations;

• Evaluated the historic data used to prepare the mortality, morbidity

and voluntary redemptions experience analysis, taking into

account the impact of current economic conditions for voluntary

redemptions together with industry data on expectations of future

mortality improvements and assess whether this supports the

assumptions adopted; and

• Considered the adequacy of the Group’s disclosures in relation to

the valuation of LTMs, in particular the sensitivity of the valuations

adopted to alternative outcomes.

We performed the following audit procedures to test the valuation of

other hard to value investments (excluding Lifetime mortgages):

• Tested the design and operating effectiveness of management’s

independent price verification control over private assets within the

hard to value investments;

• Obtained independent confirmations from third party asset

managers (where relevant);

• Engaged our valuation experts to perform independent valuations for

a sample of commercial mortgages, long income real estate, and other

illiquid debt instruments which included assessing the reasonableness

and appropriateness of the valuation methodology applied; and

investigated any variances outside of our tolerable threshold;

• Tested inputs into the valuation to external sources, where

possible; and

• Tested the disclosures made by management in the financial

statements.

Based on the work performed and the evidence obtained, we

consider the valuation of hard to value investments to be appropriate.

Valuation of the Company’s investments in Group undertakings

(Company)

Refer to Company accounting policy 1.4 Investments in Group

undertakings and note 2 to the Company’s financial statements –

Investments in Group undertakings.

In the Company’s statement of financial position, investments in

subsidiaries are reported at cost less impairment. The investments

in subsidiaries are the largest assets on the Company’s statement

of financial position. There is a risk that the carrying value of the

investments in subsidiaries exceeds the recoverable amount and

therefore an impairment loss should be recognised.

In respect of the carrying value of investments in Group undertakings

we have:

• Obtained management’s assessment of impairment indicators in

investments in Group undertakings and tested relevant key inputs;

• Based on our understanding of the business we assessed whether

there were any indicators of impairment; and

• Tested the disclosures made by management in the financial

statements.

Based on the work performed and the evidence obtained, we

consider the carrying amount of the Company’s investments in Group

undertakings to be appropriate.

Independent auditors’ report continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

133

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure of the group and the company, the accounting processes and

controls, and the industry in which they operate.

Decisions regarding scoping require a significant degree of professional judgement based on quantitative and qualitative

considerations, including the size and nature of business activities in each operating entity.

The Group is predominantly based in the United Kingdom and writes business across four main product lines, being Defined

Benefit De-risking Solutions, Guaranteed Income for Life Solutions, Lifetime Mortgages and Care Plans. The Group consists of

the parent Company, Just Group plc, and a number of subsidiary companies, of which the most significant are Just Retirement

Limited and Partnership Life Assurance Company Limited, which conduct substantially all the insurance business on behalf of the

Group.

We identified three components which were subject to full scope audits; Just Group plc, Just Retirement Limited and Partnership

Life Assurance Company Limited. In addition, we performed limited scope audit procedures on specific financial statement line items

for a further five components. For the remaining components, we performed analytical procedures at an aggregated Group level to

confirm our assessment that no significant risks of material misstatements were present. Our scoping resulted in 95% coverage of

consolidated total assets, 99% coverage of consolidated total liabilities and 91% coverage of consolidated profit before tax.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the governance and process adopted to assess the extent of

the potential impact of climate risk on the Group’s financial statements and support the disclosures made within the Annual Report.

In addition to enquiries with management, we also read the Group’s climate risk assessment documentation, reviewed board

minutes and considered disclosures in the Annual Report in relation to climate change (including the Task Force on Climate-

related Financial Disclosures (“TCFD”)) in order to assess the completeness of management’s climate risk assessment.

Management committed to achieving net zero carbon emissions from the Group’s operations (Scope 1 and Scope 2) by 2025,

and for all emissions across the Group to be net zero by 2050, with a 50% reduction in all emissions by 2030.

The key areas of the financial statements where management evaluated that climate risk has a potential impact are Lifetime

Mortgage and investment portfolios, where the value of investments may be affected over time based on market expectations.

We have assessed the risks of material misstatement to the Annual Report as a result of climate change and concluded that for the

year ended 31 December 2025, the main audit risks are related to disclosures included within the ‘Sustainability: TCFD’ sections.

We also considered the consistency of the disclosures in relation to climate change (including the disclosures in the Task Force

on Climate-related Financial Disclosures section) within the Annual Report with the financial statements and our knowledge

obtained from our audit.

Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole, or our

key audit matters for the year ended 31 December 2025.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and

extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – group Financial statements – company

Overall materiality £30,345,000 (2024: £29,920,000). £11,890,000 (2024: £12,610,000).

How we determined it 1% of Total Equity plus net of tax contractual service

margin (CSM).

1% of Total Equity.

Rationale for

benchmark applied

In determining our materiality, we considered financial

metrics alongside additional non-financial factors such

as nature of the group, its industry and the economic

environment. The engagement team has considered the

primary focus of the users of the financial statements,

including shareholders, policyholders and regulators

and has determined that an equity-based benchmark

would be the most appropriate given the primary focus

of the users of the financial statements continues to

be the capital position of the Group. In addition, the

income statement is driven largely by balance sheet

movements in insurance contract liabilities for long-

term products. Total equity plus net of tax CSM is

considered an indication of the valuation of the current

in-force business as it reflects the in-force profits to be

released over the duration of the existing contracts.

In determining our materiality, we considered financial

metrics which we believed to be relevant and

concluded that total equity was the most appropriate

benchmark. The primary use of the financial statements

is to determine the entity’s ability to pay dividends, and

the users will therefore be focussed on distributable

reserves, a balance captured using a total equity

benchmark.

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134

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.

The range of materiality allocated across components was £25,152,500 and £3,747,500. Certain components were audited to

a local statutory audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of

our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in

determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £22,758,750

(2024: £22,440,000) for the group financial statements and £8,917,500 (2024: £9,457,500) for the company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment

and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range

was appropriate.

We agreed with the Group Audit Committee that we would report to them misstatements identified during our audit above

£1,517,250 (group audit) (2024: £1,496,000) and £594,500 (company audit) (2024: £630,500) as well as misstatements below

those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern

basis of accounting included:

• Obtained the Directors’ going concern assessment and challenged the rationale for downside scenarios adopted

and material assumptions made using our knowledge of the Group’s business performance, review of regulatory

correspondence and obtaining further corroborating evidence;

• Considered management’s assessment of the regulatory solvency coverage and liquidity position in the forward looking

scenarios considered;

• Assessed the impact of severe, but plausible, downside scenarios which removed certain actions which are not

necessarily within management’s control;

• Reviewed management’s assessment of the impact of the offer by Brookfield Wealth Solutions Limited to acquire the

Group and any impact on their scenarios;

• Assessed the impact of the factors outlined in Note 27, Financial and insurance risk management, which could erode the

Group’s capital resources;

• Assessed the liquidity of the Company, including the Company’s ability city to pay policyholder obligations, suppliers and

creditors as amounts fall due;

• Assessed the ability of the Group and the Company to comply with covenants; and

• Reviewed the disclosures included in the financial statements, including the Basis of Preparation.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern

for a period of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and

the company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant

sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our

auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements

does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise

explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained

in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based

on these responsibilities.

Independent auditors’ report continued

Financial Statements

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135

With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK

Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions

and matters as described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and

Directors’ report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in

accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the

audit, we did not identify any material misstatements in the Strategic report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the

Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that

part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate

Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement

as other information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and

we have nothing material to add or draw attention to in relation to:

• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging

risks and an explanation of how these are being managed or mitigated;

• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going

concern basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and

company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial

statements;

• The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment

covers and why the period is appropriate; and

• The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue

in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures

drawing attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially

less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their

statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and

considering whether the statement is consistent with the financial statements and our knowledge and understanding of the

group and company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and

provides the information necessary for the members to assess the group’s and company’s position, performance, business

model and strategy;

• The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems; and

• The section of the Annual Report describing the work of the Group Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s

compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the

Listing Rules for review by the auditors.

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136

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of

the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair

view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic

alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to

which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and

regulations related to breaches of UK regulatory principles, such as those governed by the Prudential Regulation Authority

(“PRA”) and the Financial Conduct Authority (“FCA”), and we considered the extent to which non-compliance might have a

material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the

financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent

manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks

were related to management bias in accounting estimates and judgemental areas as described in our key audit matters. Audit

procedures performed by the engagement team included:

• Discussions with the Board, management, Internal Audit, senior management involved in the Risk and Compliance

functions, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

• Assessment of matters reported on the Group’s whistleblowing register and the results of management’s investigation of

such matters where applicable;

• Reviewing correspondence with the PRA and FCA in relation to compliance with laws and regulations;

• Meeting with the PRA supervisory team to discuss matters in relation to compliance with laws and regulations;

• Attendance of Audit Committee meetings;

• Reviewing relevant meeting minutes including those of the Board of Directors, Group Audit, Group Risk and Compliance,

Investment and Remuneration Committees;

• Reviewing data regarding policyholder complaints, the Group’s register of litigation and claims, Internal Audit reports, and

Compliance reports in so far as they related to non-compliance with laws and regulations and fraud;

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable

laws and regulations;

• Procedures relating to the valuation of life insurance contract liabilities, in particular annuitant mortality, credit default and

expense assumptions, and the valuation of certain hard to value investments, described in the related key audit matters;

• Validating the appropriateness of journal entries identified based on our fraud risk criteria; and

• Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of

non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial

statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or

through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data

auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete

populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,

we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.

org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Independent auditors’ report continued

Financial Statements

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137

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or

assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may

come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been

received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement

with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the company for the financial year ended 31 December 2020. Our uninterrupted engagement

covers six financial years.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these

financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R

and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance

over whether the structured digital format annual financial report has been prepared in accordance with those requirements.

Philip Watson (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

26 February 2026

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

138

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2025

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£m	£m
Insurance revenue		2,073	1, 8 09
Insurance service expenses		(1, 870)	(1,621)
Net expenses from reinsurance contracts		(33)	(39)
Insurance service result	3	170	14 9
Interest income on financial assets measured at amortised cost		176	135
Other investment return		1,6 01	(26 3)
Investment return		1,777	(12 8)
Net finance (expenses)/income from insurance contracts		(1,765)	480
Net finance income/(expenses) from reinsurance contracts		65	(5 2)
Movement in investment contract liabilities		(5)	(2)
Net investment result	4	72	298
Other income		17	18
Other expenses	3	(132)	(85)
Other finance costs	5	(24 5)	(241)
Share of results of associates accounted for using the equity method	31	–	(26)
(Loss)/profit before tax	2	(11 8)	11 3
Income tax income/(expense)	6	19	(3 3)
(Loss)/profit for the year		(9 9)	80
Other comprehensive income/(loss) for the year, net of income tax		1	(6)
Total comprehensive (loss)/income for the year		(98)	74
Basic (loss)/earnings per share (pence)	10	(10.7)	6.5
Diluted (loss)/earnings per share (pence)	10	(10.7)	6.5

All (loss)/profit and comprehensive (loss)/income is attributable to equity holders of Just Group plc in all periods presented.

The notes are an integral part of these financial statements.

Financial Statements

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139

Consolidated Statement of Changes In Equity

for the year ended 31 December 2025

							Total
							equity	Non-
		Share	Share	Other	Retained	Tier 1	excluding	controlling
		capital	premium	reserves	earnings 1	notes	NCi	interest	Total
Year ended 31 December 2025	Note	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2025		104	95	944	(2 19)	32 2	1, 24 6	–	1, 2 46
Loss for the year		–	–	–	(9 9)	–	(9 9)	–	(9 9)
Other comprehensive income for the year, net of income tax		–	–	–	1	–	1	–	1
Total comprehensive loss
for the year		–	–	–	(9 8)	–	(98)	–	(98)
Contributions and distributions
Dividends	11	–	–	–	(28)	–	(28)	–	(28)
Interest paid on Tier 1 notes
(net of tax)	21	–	–	–	(12)	–	(12)	–	(12)
Share-based payments reserve
credit (net of tax)		–	–	–	16	–	16	–	16
Transactions in shares held by trusts		–	–	–	(14)	–	(14)	–	(14)
Total contributions and distributions		–	–	–	(38)	–	(3 8)	–	(38)
At 31 December 2025		104	95	94 4	(35 5)	322	1 ,1 1 0	–	1 ,1 1 0

							Total
							equity	Non-
		Share	Share	Other	Retained	Tier 1	excluding	controlling
		capital	premium	reserves	earnings 1	notes	NCi	interest	Total
Year ended 31 December 2024	Note	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024		104	95	94 3	(2 59)	32 2	1,2 05	(2)	1, 203
Profit for the year		–	–	–	80	–	80	–	80
Other comprehensive loss for the year, net of income tax		–	–	(2)	(4)	–	(6)	–	(6)
Total comprehensive income for the year		–	–	(2)	76	–	74	–	74
Contributions and distributions
Dividends	11	–	–	–	(23)	–	(23)	–	(23)
Interest paid on Tier 1 notes (net
of tax)	21	–	–	–	(12)	–	(12)	–	(12)
Share-based payments reserve
credit (net of tax)		–	–	–	9	–	9	–	9
Transactions in shares held by trusts		–	–	3	(7)	–	(4)	–	(4)
Total contributions and distributions		–	–	3	(3 3)	–	(3 0)	–	(3 0)
Acquisition of non-controlling
interest		–	–	–	(3)	–	(3)	2	(1)
Total changes in ownership
interests		–	–	–	(3)	–	(3)	2	(1)
At 31 December 2024		104	95	944	(2 19)	322	1, 24 6	–	1,2 46

1 Includes currency translation reserve of £5m (31 December 2024: £5m).

The notes are an integral part of these financial statements.

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Consolidated Statement of Financial Position

as at 31 December 2025

		31 December	31 December
		2025	2024
	Note	£m	£m
Assets
Intangible assets	12	47	40
Property and equipment	13	34	20
Investment property	14	29	27
Financial investments	15	3 7, 2 7 3	34,3 90
Investments accounted for using the equity method	31	114	119
Reinsurance contract assets	22	2,055	2,0 67
Deferred tax assets	17	416	387
Current tax assets		–	1
Prepayments and accrued income		13	14
Other receivables		35	49
Cash available on demand	18	75 8	808
Total assets		4 0 , 7 74	37 ,922
Equity
Share capital	19	104	104
Share premium	19	95	95
Other reserves	20	944	944
Retained earnings		(35 5)	(2 19)
Total equity attributable to shareholders of Just Group plc		788	924
Tier 1 notes	21	322	322
Total equity attributable to owners of Just Group plc		1 ,11 0	1,2 46
Liabilities
Insurance contract liabilities	22	31 ,386	2 7, 7 5 3
Reinsurance contract liabilities	22	125	94
Investment contract liabilities	23	50	42
Loans and borrowings	24	682	839
Payables and other financial liabilities	25	7, 3 4 4	7, 8 8 9
Accruals and provisions	29	77	59
Total liabilities		39, 66 4	3 6,676
Total equity and liabilities		4 0 , 7 74	37,922

The notes are an integral part of these financial statements.

The financial statements were approved by the Board of Directors on 26 February 2026 and were signed on its behalf by:

Mark Godson

Director

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Consolidated Statement of Cash Flows

for the year ended 31 December 2025

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£m	£m
Cash flows from operating activities
(Loss)/profit before tax		(118)	113
Adjustments for:
Depreciation / amortisation	12, 13	7	4
Share of results from associates		–	26
Share-based payments		(1)	1
Interest income	4	(1,378)	(1, 217)
Interest expense	5	245	241
Change in operating assets and liabilities:
Net increase in financial investments		(3, 3 58)	(4 , 247)
Decrease/(increase) in net reinsurance contracts balance		43	(9 55)
Decrease/(increase) in prepayments and accrued income		1	(2)
Decrease in other receivables		14	10
Increase in insurance contract liabilities		3,633	3,622
Increase in investment contract liabilities		8	7
Increase in accruals and provisions		18	9
(Decrease)/increase in net derivative liabilities, financial liabilities and other payables		(73 4)	2 ,1 0 1
Interest received		1,2 93	1, 151
Taxation paid		–	(1)
Net cash (outflow)/inflow from operating activities		(32 7)	863
Cash flows from investing activities
Payments for acquisition of property and equipment	13	(19)	(4)
Payments for acquisition of subsidiary net of cash acquired	12	(9)	–
Dividends received from associates		5	4
Net cash outflow from investing activities		(23)	–
Cash flows from financing activities
Proceeds on issue of borrowings (net of costs)	24	–	398
Payment on redemption of borrowings	24	(155)	(25 6)
Payment for acquisition of non-controlling interests		–	(1)
Dividends paid	11	(28)	(23)
Coupon paid on Tier 1 notes	11	(16)	(1 6)
Interest paid on borrowings		(57)	(48)
Payment of lease liabilities – principal		(2)	(2)
Net cash (outflow)/inflow from financing activities		(258)	52
Net (decrease)/increase in cash and cash equivalents		(60 8)	915
Foreign exchange differences on cash balances		–	(2)
Cash and cash equivalents at 1 January		2,60 0	1,6 87
Cash and cash equivalents at 31 December		1,99 2	2,600
Cash available on demand		758	808
Units in liquidity funds		1,23 4	1,792
Cash and cash equivalents at 31 December	18	1,99 2	2,600

The notes are an integral part of these financial statements.

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Notes to the Consolidated Financial Statements

1. Material Accounting Policies

General information

Just Group plc (the “Company”) is a public company limited by shares, incorporated and domiciled in England and Wales

with equity and debt securities registered on the London Stock Exchange at the end at 31 December 2025. The Company’s

registered office is Enterprise House, Bancroft Road, Reigate, Surrey, RH2 7RP.

1.1. Basis of preparation

The consolidated financial statements have been prepared in accordance with UK adopted international accounting standards in

conformity with the requirements of the Companies Act 2006 and the disclosure guidance and transparency rules sourcebook of

the United Kingdom’s Financial Conduct Authority applicable to companies with a premium listing on the London Stock Exchange.

The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation

of land and buildings, certain financial assets and financial liabilities (including derivative instruments and investment contract

liabilities) and investment properties at fair value and the accounting for the remeasurement of insurance and reinsurance

contracts as required by IFRS 17. Unless otherwise stated, values are expressed to the nearest £1m.

Going concern

A going concern assessment has been undertaken and having completed this assessment, the Directors are satisfied that the

Group has adequate resources to continue to operate as a going concern for a period of not less than 12 months from the date

of approval of this report and that there is no material uncertainty in relation to going concern. Accordingly, the going concern

basis continues to be applied in preparing these financial statements and it remains appropriate to value assets and liabilities

on the assumption that there are adequate resources to continue in business and meet obligations as they fall due. The

Directors considered the findings of the work performed to support the long-term viability statement of the Group in the Risk

management section, which is undertaken together with the going concern assessment.

This assessment includes the consideration of the Group’s business plan approved by the Board; the projected solvency

and liquidity positions of the Company and the Group, impacts of economic stresses, current financing arrangements,

contingent liabilities, and a range of forecast scenarios with differing levels of new business and associated additional capital

requirements to write anticipated levels of new business. Over the time periods assessed, the Group does not consider there

to be any material uncertainty arising from climate-related risk. Further information regarding the Group’s exposure to physical

and transition risks of climate change is included in the Strategic report disclosures on the TCFD disclosure framework.

The Group has a robust liquidity framework designed to withstand a range of “worst case” 1-in-200-year historic liquidity

events. The Group’s liquid resources include an undrawn revolving credit facility of up to £400m for general corporate and

working capital purposes. The Group’s business plan indicates that liquidity headroom will be maintained above the Group’s

borrowing facilities and financial covenants will be met throughout the going concern period.

The Group complies with the requirements of Solvency II, including maintaining eligible capital resources in excess of the

Solvency Capital Requirement (“SCR”) measured to absorb 1-in-200 year stress tests over the next years’ time horizon.

The resilience of the solvency capital position has been tested under a range of adverse scenarios, before and after

management actions within the Group’s control, which consider the possible impacts on the Group’s business, including

stresses to risk-free rates, UK residential property prices, house price inflation, the credit quality of assets and mortality rates.

Eligible own funds exceeded the minimum capital requirement in all these scenarios. Please refer to note 34 for the financial

impact of Government announced leasehold reform, which has not impacted conclusions regarding going concern.

The Group has also considered the potential impact of the offer by Brookfield Wealth Solutions Ltd (“BWS”) to acquire the

Group, which was approved by the Company shareholders on 19 September 2025 and is subject to a number of conditions, a

key one of which is regulatory approval to the change of control. In this going concern assessment the Directors considered

BWS’s intentions set out in the firm intention announcement (under Rule 2.7 of the Code) made on 31 July 2025 regarding

the Group’s strategy, growth plans, senior management, brand and operational footprint. The Group’s existing loans

and borrowings are not subject to change of control clauses that would trigger redemption. The Group’s current senior

management will lead the combined UK Group and BWS endorses the Group’s existing strategy. On the basis of the publicly

stated intentions the Directors believe they have sufficient visibility to be able to assess the going concern position should the

planned transaction proceed and have concluded that the proposed acquisition will not have any significant adverse impact on

the conclusions reached regarding going concern of the Group.

1.2. New accounting standards and new material accounting policies

There have been no changes in accounting standards during the year that have a material impact on the Group. The following

new accounting standards are in issue but not endorsed yet. These have not yet been adopted and are not expected to have a

significant impact on the results within the financial statements:

• Annual improvements to IFRS Accounting standards – volume 11 (effective 1 January 2026). This includes minor

clarifications to IFRS 7 ‘Classification and Measurement of Financial Instruments’, IFRS 9 Financial instruments’, IFRS 10

‘Consolidated financial statements’ and IAS 7 ‘Statement of cash flows’.

• Amendments to IFRS 9 & IFRS 7 (effective 1 January 2026). These provide additional application guidance regarding

recognition and derecognition of financial instruments including an exception regarding electronic payments, guidance

regarding assessment of the solely payments of principal and interest criteria, plus updates to disclosure requirements.

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• IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (effective 1 January 2027). IFRS 18 introduces new

requirements on presentation and disclosures in the financial statements, primarily focused on (i) requiring additional

defined subtotals in the statement of profit or loss; (ii) requiring disclosures about management-defined performance

measures and (iii) adding new principles for the grouping of information. As a presentation and disclosure standard, the

Group does not expect financial impacts as a result of adoption, however, initial views on the potential implications on the

presentation of the financial statements include the following:

– The statement of profit and loss requires grouping of items into categories, operating, investing and financing. The

main business activity of the group is both investing in assets and providing insurance and therefore the majority of

income and expenses will be included within operating activities.

– Management-defined performance measures will now be included within the notes of the financial statements

alongside greater disclosure surrounding the importance of the measure, alongside a reconciliation to the most

directly comparable subtotal within the primary statements.

1.3. Material accounting policies and the use of judgements, estimates and assumptions

The preparation of financial statements requires the selection of accounting policies and making estimates and judgements. All

estimates are based on management’s knowledge of current facts and circumstances, assumptions based on that knowledge

and predictions of future events and actions. Actual results may differ significantly from those estimates.

The major areas of judgement applied as part of accounting policy application are summarised below.

Note	Item involving judgement	Critical accounting judgement
1.7	Selection of the top-down	An election to apply the top-down approach for the determination of discount rate for insurance
	approach and identification of	and reinsurance contracts has been made.
	the reference portfolio used
	to determine the discount rate	Discount rates are determined based on a reference portfolio of assets and allow for deductions
	for insurance and reinsurance	for credit risk (both expected and unexpected). Management have exercised judgement in
	contracts	identifying the reference portfolio which is based upon the actual asset portfolio backing the net
		of reinsurance future cash flows and risk adjustment and is adjusted in respect of new contracts
		incepting in the period to allow for a period of transition from the actual asset holdings to the
		target portfolio where necessary. No adjustment for liquidity differences between the reference
		portfolio and the liabilities is made.
		For calculation of the Contractual Service Margin (“CSM”) at the inception of contracts, discount
		rates are based on the yields from a reference portfolio assumed to be represented by the current
		target portfolio mix based on the latest investment strategy. A consistent approach is applied
		in determining the discount rates used to calculate the reinsurance CSM and those used for the
		underlying business.
1.7, 22	Calibration of risk adjustment	Future cash flows are adjusted by the risk adjustment for non-financial risk representing the level
	for insurance contract liabilities	of compensation required for bearing the uncertainty regarding the amount and timing of the cash
	and reinsurance assets and	flows that arise from non-financial risk.
	liabilities	Judgement is applied in calibrating the risk adjustment using an appropriate confidence interval.
		The risk adjustment is calibrated to provide a 70% level of confidence that longevity, expense and
		insurance contract specific operational risks will be covered by the liabilities when viewed over
		the lifetime of the contracts and is used as a core parameter within the pricing framework when
		assessing the profitability of new business.
		The reinsurance risk adjustment represents the extent to which non-financial risks are transferred
		to reinsurers and is measured using the same calibrations as applied to the underlying contracts.
1.7, 22	Determination of the weighting	Coverage units for phasing the recognition of CSM in profit or loss are determined by the type of
	of coverage units for phasing	service provided. Coverage units are defined as follows:
	the recognition of CSM in profit
	or loss	•	In the deferred phase of Defined Benefit policies, investment return service coverage units
		are represented by the return on the funds backing the future cash flow liability in this
		accumulation phase. Insurance service in this phase is considered insignificant.
		•	In the guaranteed phase of Defined Benefit and Guaranteed Income for Life policies, when
		payments outwards are being made regardless of any insurance event, investment return
		service is represented by the payments to annuitants.
		•	In the life contingent phase of all policies, insurance service is represented by payments
		to annuitants, as confirmed by the IASB Interpretation Committee (“IFRIC”) in 2022 agenda
		item “Transfer of Insurance Coverage under a Group of Annuity Contracts (IFRS 17 Insurance
			Contracts)”.
		A judgement that the value of services provided to policyholders is broadly equivalent across the
		different phases in the life of contracts has been made. As such, coverage units are weighted
		based on the probability of the policy being in force.

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1. Material Accounting Policies continued

1.3. Material accounting policies and the use of judgements, estimates and assumptions continued

The major areas of judgement applied as part of accounting policy application are summarised below (continued)

Note	Item involving judgement	Critical accounting judgement
1.13	Assessment whether a market	Management exercises judgement in determining whether there is an active market for a
	is active and the selection of	particular security and the selection of the appropriate valuation technique where the market is
	an appropriate measurement	not active.
	model to determine the fair
	value of financial assets where	The valuation model to fair value the No-Negative Equity Guarantee (“NNEG”) associated with
	the market is not active	Lifetime Mortgages (“LTMs”) is a variant of the Black-Scholes option pricing formula with real
		world assumptions. Real world assumptions are used instead of risk neutral assumptions due to
		the lack of relevant observable market inputs to support a risk neutral valuation approach.

The table below sets out the significant estimates and assumptions and other estimates applied in measuring assets and

liabilities.

Note	Significant estimate	Description
1.7, 22	Measurement of insurance	The measurement of insurance liabilities is determined by the present value of estimates of the
	contract liabilities using	projected future annuity payments and the cost of administering payments to policyholders.
	assumptions for mortality,	The key assumptions used in the determination of future cash flows are mortality and annuity
	expenses, discount rates	escalation assumptions and the level and inflation of costs of administration.
		Mortality assumptions are derived from the appropriate standard mortality tables, adjusted to
		reflect the future expected mortality experience of the policyholders.
		Estimates of future expenses that are directly attributable to maintenance of insurance contracts
		are determined from expense analyses and are assumed to inflate at market-implied rates.
		Discount rates are based on estimates of the yield of a reference portfolio including deductions
		for allowances for expected and unexpected credit risks. Factors that may affect future levels
		of defaults, including historic trends and current spread levels, are closely monitored when
		determining deductions for credit risk.
1.7, 22	Measurement of reinsurance	The measurement of the value of reinsurance assets and liabilities is determined by the present
	contracts using assumptions	value of estimates of the projected future cash flows arising from the reinsurers’ share of the
	for mortality, discount rates	underlying insurance liabilities including the risk adjustment. The key assumptions used in the
	and credit default risk	valuation include mortality experience, discount rates and assumptions around the reinsurers’
		ability to meet their claims obligations.
		Mortality assumptions and discount rates are derived consistently with the approach described
		above for insurance contract liabilities.
		Allowance is made for reinsurer credit default risk based on the net balance held with the
		reinsurer after allowing for collateral arrangements.
1.13,	Measurement of fair value of	The measurement of LTMs includes estimates of the projected future receipts of interest and loan
16(a)	LTMs, including measurement	repayments and the costs of administering the portfolio.
16(d)	of the NNEG	The key assumptions used as part of the valuation calculation include future residential property
		prices and their volatility, mortality, the rate of voluntary redemptions and the liquidity premium
		added to the swap curve and used to discount the mortgage cash flows. In addition, the costs of
		administering the loan portfolio are estimated using assumptions for future policy expense levels.
16	Measurement of fair value	The fair value of other illiquid investments are estimated using discounted cash flow valuation
	of other illiquid financial	approaches and pricing from asset managers and other third party pricing sources. Discounted
	investments	cash flow models include assumptions regarding unobservable inputs where the market is not
		active.
		The assumptions for unobservable inputs include credit spreads and also credit ratings for
		privately-rated assets used in determining the discount rate for such investments. The valuation
		of residential ground rents reflects the uncertainty that existed at the balance sheet date
		regarding the outcome of the Government consultation on leasehold reform. The new proposal set
		out in the 27 January 2026 policy statement is deemed to be a non-adjusting post balance sheet
		event. See note 34 for further details.

Notes to the Consolidated Financial Statements continued

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1.4. Consolidation principles

The consolidated financial statements incorporate the assets, liabilities, results and cash flows of the Company and its

subsidiaries, joint ventures and associates. All inter-company transactions, balances and unrealised surpluses and deficits on

transactions between Group companies are eliminated on consolidation.

Subsidiaries are those investments over which the Group has control. The Group has control over an investee if all of the

following are met:

• it has power over the investee;

• it is exposed, or has rights, to variable returns from its involvement with the investee; and

• it has the ability to use its power over the investee to affect its own returns.

Subsidiaries are consolidated from the date on which control is transferred to the Group and are excluded from consolidation

from the date on which control ceases. Accounting policies of subsidiaries are aligned on acquisition to ensure consistency

with Group policies.

The Group uses the acquisition method of accounting for business combinations. Under this method, the cost of acquisition

is measured as the aggregate of the fair value of the consideration at the date of acquisition and the amount of any non-

controlling interest in the acquiree. The excess of the consideration transferred over the identifiable net assets acquired is

recognised as goodwill.

The Group uses the equity method of accounting to consolidate its investments in joint ventures and associates. Under the

equity method the investment is initially recognised at fair value and adjusted thereafter for the post-acquisition change in the

Group’s share of net assets of the joint ventures and associates.

1.5. Segments

The Group’s segmental results are presented on a basis consistent with internal reporting used by the Chief Operating Decision

Maker (“CODM”) to assess the performance of operating segments and the allocation of resources. The CODM has been

identified as the Group Executive Committee.

An operating segment is a component of the Group that engages in business activities from which it derives income and

incurs expenses. The results of operating segments that do not meet the Reportable segment criteria within IFRS 8 “Operating

segments” are not disclosed on a standalone basis and are combined when determining reportable segments.

1.6. Foreign currencies

Transactions in foreign currencies are translated to sterling at the rates of exchange ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at

the end of the reporting period. Foreign exchange gains and losses resulting from the settlement of such transactions and from

the translation of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

The assets and liabilities of foreign operations are translated to sterling at the rates of exchange at the reporting date. The

revenues and expenses are translated to sterling at the average rates of exchange for the year. Foreign exchange differences

arising on the translation of foreign operations to sterling are accounted for through other comprehensive income.

1.7. Insurance contracts

The General Measurement Model is used to measure all insurance and reinsurance contracts.

1.7.1 Contract classification of insurance and investment contracts

The measurement and presentation of assets, liabilities, income and expenses arising from retirement income contracts issued

and associated reinsurance contracts held is dependent upon the classification of those contracts as either insurance or

investment contracts.

A contract is classified as insurance only if it transfers significant insurance risk. Classification is determined at initial

recognition and not subsequently reassessed. The primary products written by the Group include Defined Benefit (“DB”) and

Guaranteed Income for Life (“GIfL”) contracts which are classified as insurance contracts.

Any contracts not considered to be insurance contracts are classified as investment contracts. IFRS 17 includes an election

to treat LTMs as either financial instruments or insurance contracts, the Group has chosen to report LTMs as financial assets,

measured at FVTPL in accordance with IFRS 9.

IFRS 17 is only applied to insurance and reinsurance contracts and not to any other ancillary agreements which represent the

provision of distinct non-insurance services including LTM servicing as part of reinsurance arrangements.

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1. Material Accounting Policies continued

1.7. Insurance contracts continued

1.7.2 Recognition

A group of insurance contracts are recognised from the earliest of the following dates:

• The date of the beginning of the insurance coverage period of the group of contracts.

• The date when the first payment from a policyholder in the group becomes due.

• The date when facts and circumstances indicate that the group to which an insurance contract will belong is onerous.

Premiums are considered to be due and the policy is “on risk” only after a contract with a policyholder has been completed.

New contracts are added to the annual cohort group when they are issued, provided that all contracts in the group are issued

in the same financial year.

Reinsurance is recognised from the start of the period during which coverage is received for claims arising from the reinsured

portions of the underlying insurance contracts. From time to time reinsurance coverage may be transacted in respect of

underlying contracts already in force, in which case recognition is from the date of the reinsurance contract.

A group of contracts acquired as part of a business transfer is recognised as at the date of acquisition.

1.7.3 Level of aggregation

Insurance contracts may be negotiated as a suite of legal arrangements which are combined into a single insurance contract

where these are designed to achieve an overall commercial effect. This applies to certain DB schemes. In addition, framework

agreements have been established with reinsurers in order to facilitate the execution of subsequent DB scheme reinsurance

contracts. These contracts are not combined into a single contract as they are individually negotiated and not designed to

achieve an overall commercial effect.

The unit of account for measurement purposes is a group of contracts. Within each legal entity, portfolios of insurance

contracts comprise contracts that are subject to similar risks, and are managed together. Risks included in this assessment

comprise both risks transferred from the policyholder and other business risks. For this purpose, DB, GIfL, and Care contracts

have been determined to represent a single portfolio of contracts that are managed together and subject to primarily longevity

and financial risk.

The single annual portfolio for reporting purposes is divided into three groups:

• contracts that are onerous on initial recognition, if any;

• contracts that have no significant likelihood of becoming onerous, if any; and

• any remaining contracts in the portfolio.

Contracts within the single portfolio that would otherwise fall into different groups are included in the same group where law or

regulation specifically constrains the practical ability to set a different price or level of benefits for policyholders with different

characteristics. This applies to contracts issued in the UK that are required by regulation to be priced on a gender-neutral basis.

Each group of insurance contracts is further divided by year of issue for calculation of the CSM. The resulting groups represent

the level at which the recognition and measurement accounting policies are applied. The groups are established on initial

recognition and their composition is not reassessed subsequently. On inception, the determination of profitability grouping is

made based on new business margin for individual GIfL and Care contracts, and based on capital strain for DB scheme contracts.

Reinsurance treaties are allocated to portfolios depending on whether they transfer longevity and financial (inflation and/or

investment) risk or longevity risk alone. Reinsurance CSM is computed separately for each reinsurance treaty for each annual cohort.

1.7.4 Contract boundaries

The measurement of a group of contracts includes all of the future cash flows within the boundary of each contract in the

group. Cash flows are within the boundary of a contract if they arise from substantive rights and obligations that exist

during the current reporting period under which there is a substantive obligation to provide services or be compelled to pay

reinsurance premiums, or the reinsurer can be compelled to pay claims.

Notes to the Consolidated Financial Statements continued

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1.7.5 Initial measurement

On initial recognition, a group of profitable insurance contracts are measured as the total of:

• the fulfilment cash flows; and

• the CSM, if a positive value.

Fulfilment cash flows, which comprise estimates of current and future cash flows, are adjusted to reflect the time value of

money and associated financial risks, and a risk adjustment for non-financial risk. These calculations are maintained at contract

level for GIfL and Care business, and at DB scheme member level. The estimate of present value of future cash outflows are

quantified at the discount rates applicable at recognition date of contracts.

Fulfilment cash flows include payments to policyholders and directly attributable expenses that are incurred in fulfilling

contracts (maintenance expenses) comprise of both direct costs and an allocation of fixed and variable overheads. Any

maintenance expenses are considered to be directly attributable if they are required to be incurred to enable the insurance

entities to continue to operate as insurance companies maintaining the contracts in force.

Directly attributable acquisition costs are costs incurred in the selling, underwriting and commencing of insurance contracts

and are included as insurance acquisition cash flows.

Directly attributable expenses, both acquisition and maintenance, are allocated to groups of contracts using methods that are

systematic and rational and are consistently applied to all costs that have similar characteristics. Directly attributable costs

include investment management expenses if they are in respect of investment activities from which the expected investment

returns are considered in setting the price at outset for the policyholder benefits. The risk adjustment for non-financial risk for

a group of insurance contracts is the compensation required for bearing uncertainty regarding the amount and timing of the

cash flows that arise from non-financial risk.

The policies and methodologies used for the determination of the discount rate and the risk adjustment are included within

note 22(b).

The CSM of a group of insurance contracts represents the unearned profit that will be recognised as services are provided

under those contracts. The CSM is recognised at point of sale based on the value of the fulfilment cash flows, and directly

attributable acquisition expenses.

A group of insurance contracts is not onerous on initial recognition if the total of the fulfilment cash flows, any derecognised

assets for insurance acquisition cash flows, and any cash flows arising at that date is a net inflow. In this case, the CSM

recognised at point of sale is measured as the equal and opposite amount of the net inflow, which results in no income or

expenses arising on initial recognition.

If the total of the fulfilment cash flows is a net outflow, then the CSM grouping of contracts is considered to be onerous. The

full value of the fulfilment cash flows is recognised as an insurance contract liability, and the net outflow is recognised as a loss

component in profit or loss on initial recognition. Reversals of loss components following re-projection of future cash flows are

recognised in profit or loss only to the extent that they reverse the loss previously recorded in profit or loss, with any further

amounts recognised on the balance sheet by creation of a CSM. The value of the run-off of the loss component as policyholder

benefits are paid is excluded from insurance revenue.

1.7.6 Subsequent measurement

The carrying amount of a group of insurance contracts at each reporting date is the sum of the liability for remaining coverage

and the liability for incurred claims. The liability for remaining coverage comprises:

• the fulfilment cash flows that relate to services that will be provided under the contracts in future periods; and

• any remaining CSM at that date.

The fulfilment cash flows of groups of insurance contracts are measured at the reporting date using current estimates of future

cash flows, current discount rates and current estimates of the risk adjustment for non-financial risk. Outstanding balances due

from or to policyholders and intermediaries are also included within this balance.

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1. Material Accounting Policies continued

1.7. Insurance contracts continued

1.7.6 Subsequent measurement continued

For insurance contracts, the carrying amount of the CSM at the end of each period is the carrying amount at the start of the

period, adjusted for:

• the CSM of any new contracts that are added to the group in the period;

• interest accreted on the carrying amount of the CSM during the period, measured at the discount rates determined on

initial recognition of the group of contracts;

• changes in fulfilment cash flows that relate to future services, except to the extent that:

– the changes are due to financial risk in policyholder cash flows compared with expectations, for example inflation;

– any increases in the fulfilment cash flows exceed the carrying amount of the CSM, in which case the excess is

recognised as a loss in the profit or loss account and creates a loss component; or

– any decreases in the fulfilment cash flows are allocated to the loss component, reversing losses previously recognised

in profit or loss account;

• the amount recognised as insurance revenue in respect of services provided in the period.

Changes in fulfilment cash flows that relate to future services and accordingly adjust the CSM comprise:

• premium adjustments, such as DB true-ups (which can be both positive and negative) to the extent that they relate to

future coverage;

• changes in estimates of the present value of future cash flows in the liability for remaining coverage that do not relate to

the effects of time value of money and financial risk; and

• changes in the risk adjustment for non-financial risk that relate to future services.

A weighted average discount rate curve is used for accreting interest on the CSM and for calculating movements in the CSM

due to changes in fulfilment cash flows relating to future service. This separate “locked-in” discount rate curve is determined

for each annual cohort at the end of the cohort’s first year and then does not change throughout the remainder of life of the

group of contracts. The allowance for benefit inflation within the CSM calculation uses the locked-in inflation assumptions

prospectively, with actual inflation experience recognised in the period up to the measurement date. The effect of changes

to the related estimate of the present value of future cash flows and risk adjustment balances caused by changes in discount

rates and benefit inflation are recognised as insurance finance income or expenses within profit or loss.

The CSM of each group of contracts is calculated on a cumulative year to date basis, rather than being locked in at each

interim reporting period.

1.7.7 Coverage units

The pattern of recognition of the CSM in profit and loss over the contract term is based on coverage units which represent the

services that are received by the policyholder.

The following services are provided to policyholders for which coverage units are defined:

• investment return service when a policyholder is in the deferred or guarantee phase; and

• insurance coverage services when a policyholder is in the in-payment period for annuitants.

A weighting is applied to the different types of coverage unit in order to calculate an aggregate value of the proportion of

the CSM balance that is to be released. The Group uses the probability of the policy being in force in each time period for

weighting coverage units. This weighting reflects management’s view that the value of services provided to policyholders is

broadly equivalent across the different phases over the term of contracts. The weightings applied are updated each period for

changes in life expectancies of policyholders.

The coverage units and the weightings used to combine coverage units are discounted using the locked-in discount rates and

financial risk assumptions as at inception of the contracts.

Notes to the Consolidated Financial Statements continued

Financial Statements

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1.7.8 Reinsurance contracts

Reinsurance contracts are measured using accounting policies consistent with those described above for underlying contracts.

Measurement of the estimates of the present value of future cash flows use assumptions that are consistent with those used

to measure the estimates of the present value of future cash flows for the underlying insurance contracts, with an adjustment

for risk of non-performance by the reinsurer. The effect of the non-performance risk of the reinsurer is assessed at each

reporting date and the effect of changes in the non-performance risk is recognised in profit or loss.

Discount rates are derived consistently with the approach described in 1.3 above for gross insurance contracts with the

following adjustments:

• In instances where reinsurance cover is in place when underlying contracts are written, the reinsurance CSM is calculated

using discount rates as at the start of the relevant treaty notice period.

• In instances where reinsurance is transacted subsequently to the underlying business being written, the reinsurance CSM

is calculated using discount rates as at the start date of the reinsurance treaty.

On initial recognition, the CSM of a group of reinsurance contracts represents the net cost or net gain on purchasing

reinsurance. Reinsurance contracts cannot be onerous. The initial CSM is measured as the equal and opposite amount of the

total of the reinsurance fulfilment cash flows recognised in the period including any cash flows arising at that date. However,

if any net cost on purchasing reinsurance coverage relates to insured events that occurred before the purchase, the cost is

recognised immediately in profit or loss as an expense.

The level of aggregation for CSM calculation purposes is described in 1.7.3 above.

The carrying amount of the reinsurance CSM at the end of each period is the carrying amount at the start of the year,

adjusted for:

• the CSM of reinsurance ceded in the period;

• interest accreted on the CSM during the period, measured at the discount rates determined on initial recognition;

• changes in fulfilment cash flows that relate to future services, measured at the discount rates determined on initial

recognition, except to the extent that a change results from a change in fulfilment cash flows allocated to a group of

underlying insurance contracts that does not adjust the CSM of the group of underlying contracts, in which case the

change is recognised in profit or loss;

• any reinsurance recovery, or reversal thereof, recognised in connection with a loss component on underlying contracts

calculated based on the reinsurance quota share; and

• the amount representing either the cost or gain of services received from reinsurance in the period.

The allowance for benefit inflation within the CSM calculation uses the locked-in inflation assumptions prospectively, with

actual inflation experience recognised in the period up to the measurement date.

The coverage units for the release of the reinsurance CSM in profit and loss are based on the cash flows associated with the

risk transferred to the reinsurer, this includes “variable leg” reinsurance claim cash flow values.

1.7.9 Derecognition and contract modification

An insurance contract is derecognised when it is extinguished – i.e. when the specified obligations in the contract expire

or are discharged or cancelled. It also derecognises a contract if its terms are modified in a way that would have changed

the accounting for the contract significantly had the new terms always existed, in which case a new contract based on the

modified terms is recognised. If a contract modification does not result in derecognition, then changes in cash flows caused by

the modification are treated as changes in estimates of fulfilment cash flows.

On the derecognition of a contract from within a group of contracts, the fulfilment cash flows, CSM and coverage units of the

group are adjusted to reflect the removal of the contract that has been derecognised.

Two main types of contract modification are transacted which are not normally expected to result in derecognition as they do

not result in changes to classification, profitability groupings, contract boundaries or accounting treatment:

• transition of DB schemes from Buy-in to Buy-out is anticipated within the original contracts and is therefore not treated as

modifications; and

• from time to time, terms and conditions of reinsurance treaties are amended for revision to fees, level of quota shares and

minor benefit simplification which do not have a significant impact on the treaties.

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1. Material Accounting Policies continued

1.7. Insurance contracts continued

1.7.10 Presentation

The Group only writes types of annuity insurance business which are similar in risk profile and are managed together. The small

protection portfolio, which is in run-off, is considered immaterial and is aggregated with the annuity business and reported as a

single portfolio.

Aggregated reinsurance portfolio balances may be either assets or liabilities in the statement of financial position.

Income and expenses from insurance contracts are presented separately from income and expenses from reinsurance

contracts. Income and expenses from reinsurance contracts, other than reinsurance finance income or expenses, are

presented on a net basis as “net expenses from reinsurance contracts” in the insurance service result.

An election has been made to disaggregate the change in the risk adjustment for non-financial risk between the insurance

service result and insurance finance income or expenses.

1.7.10.1 Insurance revenue

Insurance revenue is recognised as performance obligations are satisfied – i.e. as coverage or other services are provided

under groups of insurance contracts through the payment of annuities and expenses. Insurance revenue includes recognition

of compensation for expected levels of claims and other insurance service expenses based on the assumptions within the

opening liability for future cash flows excluding the value of investment components and other non-insurance components.

The proportion of the CSM balance recognised as insurance revenue in each period is based on the proportion of insurance

contract services provided in the period compared with the value of services expected to be provided in future periods using

coverage units as described in 1.7.7.

Acquisition costs are deducted from the CSM at point of sale, with the result that as the CSM is released, there will be an

implicit allowance for acquisition costs made each year over the life of contracts. A portion of premiums that relate to recovery

of insurance acquisition cash flows is allocated to each period in a systematic way based on CSM coverage units. Insurance

revenue and insurance service expenses are grossed up by this annual value of acquisition expenses in order that the full value

of the premium is recognised as insurance revenue over the lifetime of contracts.

1.7.10.2 Insurance service expenses

Insurance service expenses arising from groups of insurance contracts comprise incurred claims (excluding repayments of

investment components); maintenance expenses; amortisation of insurance acquisition cash flows; and the impact of changes

that relate to either past service (changes in fulfilment cash flows relating to the liability for incurred claims) or future service

(loss component).

1.7.10.3 Investment component

Policyholder cash flows that will occur regardless of an insurance event are deemed to be “investment components” or other

non- insurance components (such as a premium refund) or a combination. This includes guarantees offered to policyholders

which provide for annuity payments to continue after death until the policy reaches a predetermined anniversary of its start

date (the guarantee period), tax-free cash payments that DB scheme members may select at retirement, and payments on

surrenders and transfers to other retirement schemes. All investment components are regarded as non-distinct as they only

exist as a result of the underlying insurance contract, and are measured consistently with future insurance cash flows included

in the estimate of present value of future cash flows. The value of payments made within investment components and other

non-insurance payments are excluded from both insurance revenue and expenses. Reinsurance contracts are aggregated at

a treaty level, therefore any cash flows from reinsurance groups of contracts will have a variable component, as a result no

investment component is recognised on reinsurance cash flows.

1.7.10.4 Loss component

A loss component is established for the liability for remaining coverage for onerous groups of insurance contracts, if any. The

loss component represents the amount of fulfilment cash outflows that exceed the premium income, and hence are excluded

from insurance revenue. Loss components are recognised within insurance service expenses when they occur. The run-off of

the loss component element of the liability for remaining coverage is determined based on coverage units (as used for CSM

amortisation) such that the loss component is nil at the end of the contracts.

Once a loss component is established, changes in estimates of cash flows relating to future services are allocated solely to the

loss component. If the loss component is reduced to zero, then any excess over the amount allocated to the loss component

creates a new CSM for the group of contracts.

Notes to the Consolidated Financial Statements continued

Financial Statements

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1.8. Finance costs

Finance costs include interest on financial liabilities held at amortised cost which include loans and borrowings and certain

repurchase agreements. Interest is recognised applying the effective interest method and recognised as an expense each year

over the term of the liability. The effective interest rate calculation includes the impact of capitalised transaction costs and any

premium/discount associated with borrowings.

1.9. Employee benefits

Defined contribution plans

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of

the Group in funds managed by a third party. Obligations for contributions to the defined contribution pension scheme are

recognised as an expense in profit or loss when due.

Share-based payment transactions

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at grant date,

determined using stochastic and scenario-based modelling techniques where appropriate. The fair value of each scheme,

based on the Group’s estimate of the equity instruments that will eventually vest, is expensed on a straight-line basis over the

vesting period, with a corresponding credit to equity.

At each reporting date, the Group revises its estimate of the number of equity instruments that will eventually vest as a result

of changes in non-market-based vesting conditions, and recognises the impact of the revision within expenses over the

remaining vesting period, with a corresponding adjustment to equity. Where a leaver is entitled to their scheme benefits, this is

treated as an acceleration of the vesting in the period they leave. Where a scheme is modified before it vests, any increase in

fair value as a result of the modification is recognised over the remaining vesting period. Where a scheme is cancelled, this is

treated as an acceleration in the period of the vesting of all remaining options. Where there is a change in the expected vesting

date and / or amount of options that are expected to vest, the impact of the change is recognised over the revised remaining

vesting period.

1.10. Intangible assets

Goodwill is measured as the excess of the cost of an acquisition over the fair value of the Group’s share of the net assets of the

acquired subsidiary and represents the future economic benefit arising from assets that are not capable of being individually

identified and separately recognised. Goodwill is subsequently measured at the initial value less any accumulated impairment

losses. Goodwill is not amortised but assessed for impairment annually or when circumstances or events indicate there may be

uncertainty over the carrying value.

For the purpose of impairment testing, goodwill has been allocated to cash-generating units and an impairment is recognised

when the carrying value of the cash-generating unit exceeds its recoverable amount. Impairment losses are recognised as an

expense and are not subsequently reversed.

Other intangible assets are recognised if it is probable that future economic benefits attributable to the asset will flow to the

Group, and are measured at cost less accumulated amortisation and any impairment losses. For intangible assets with finite useful

lives, impairment testing is performed where there is an indication that the carrying value of the assets may be subject to an

impairment. An impairment loss is recognised where the carrying value of an intangible asset exceeds its recoverable amount.

Costs that are directly associated with the production of identifiable and unique software products controlled by the Group

are capitalised and recognised as an intangible asset. Direct costs include the incremental software development team’s

employee costs. All other costs associated with researching or maintaining computer software programmes are recognised as

an expense as incurred.

Intangible assets with finite useful lives are amortised on a straight-line basis over their useful lives, up to 15 years. The useful

lives are determined by considering relevant factors, such as usage of the asset, potential obsolescence, competitive position

and stability of the industry.

The useful economic life and the method used to determine the cost of intangible assets acquired in a business combination is

as follows:

Intangible asset	Estimated useful economic life	Valuation method
Intellectual property	12–15 years	Estimated replacement cost

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1. Material Accounting Policies continued

1.10. Intangible assets continued

The useful economic lives of intangible assets recognised by the Group other than those acquired in a business combination

are as follows:

Intangible asset	Estimated useful economic life
PrognoSys™ 1	12 years
Software	3 years

1 PrognoSys™ is the Group’s proprietary underwriting engine; see note 12.

1.11. Property and equipment

Aside from land and buildings, all other property and equipment is measured at cost less accumulated depreciation and

impairment losses. Depreciation is calculated on a straight-line basis to write down the cost to residual value over the

estimated useful lives.

Land and buildings are measured at their revalued amounts less any subsequent depreciation, and impairment losses. The

revaluation policy is to perform valuations periodically but at least triennially to ensure that the fair value of the revalued asset

does not differ materially from its carrying value. A revaluation surplus is recognised in other comprehensive income and

credited to the revaluation reserve in equity. A revaluation deficit is recognised in profit or loss, except to the extent that it

offsets an existing surplus on the same asset recognised in the revaluation reserve. Reversals of revaluation deficits follow the

original classification of the deficit in the Consolidated statement of comprehensive income.

The useful lives over which depreciation is charged for all categories of property and equipment are as follows:

Property and equipment	Estimated useful economic life
Land	Indefinite – Land is not depreciated
Buildings	25 years
Computer equipment	3–4 years
Furniture and fittings	2–10 years

1.12. Investment property

Investment property includes property that is held to earn rentals and/or for capital appreciation. Investment property is initially

recognised at cost, including any directly attributable transaction costs and subsequently measured at fair value.

Fair value is the price that would be received to sell a property in an orderly transaction between market participants at the

measurement date. The subsequent measurement of fair value reflects, among other things, rental income from current leases

and other assumptions that market participants would use when pricing investment property under current market conditions.

Gains and losses arising from the change in fair value are recognised in Investment return.

1.13. Financial investments

1.13.1 Classification of financial assets and financial liabilities

Financial assets are classified into either the amortised cost or FVTPL measurement categories according to the business

model applied. This reflects how financial assets are managed, either in order to solely collect the contractual cash flows from

assets (measured at amortised cost), or collect both the contractual cash flows and cash flows arising from the sale of assets

(measured at FVTPL).

Business model – measurement of financial investments at FVTPL

Financial investments which back the net insurance fulfilment cash flows are classified as part of the fair value business

model and measured at FVTPL. Factors considered in determining the business model for a group of assets include past

experience on how the cash flows for these assets were collected, how the asset’s performance is evaluated and reported to

key management personnel, how risks are assessed and managed, and how managers are compensated. To ensure that the

contractual cash flows from the financial assets are sufficient to settle those liabilities, significant buying and selling activity

is undertaken on a regular basis to rebalance the portfolio of assets and to meet cash flow needs as they arise. Investments

are measured at fair value with any gains and losses recognised in Investment return. Transaction costs are recognised in

expenses when incurred.

Investments in LTMs, which contain NNEG, are included in financial investments mandatorily measured at FVTPL as the cash

flows do not represent the solely payments of principal and interest (“SPPI”).

Notes to the Consolidated Financial Statements continued

Financial Statements

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Derivative instruments

All derivative instruments, both assets and liabilities are classified as FVTPL in accordance with IFRS 9 as they are held

for trading.

All derivatives are carried as assets when the fair value is positive and liabilities when the fair values are negative. The Group

does not use hedge accounting.

Amortised cost

Bank balances and other receivables are classified at amortised cost as they contain payments of solely payments of principal

and interest and are not held for trading purposes.

In addition, a distinct portfolio of UK Government bonds (“Gilts”) is held in a business model to collect cash flows that represent

solely payments of principal and interest. This portfolio is managed separately from the assets that are held to back the

insurance contracts, and these assets are expected to be held through to maturity. Policies and procedures are in place which

define the framework for when disposals of these Gilts can occur, which is expected to be in extreme market conditions for risk

management purposes.

Transaction costs incurred on financial assets measured at amortised cost are capitalised to the underlying instrument and are

included in the determination of the effective rate of interest.

1.13.2 Recognition and derecognition

Regular-way purchases and sales of investments are recognised on the trade date, which is the date when there is a

commitment to purchase or sell the assets. For purchases of new illiquid investments a commitment exists to purchase the

assets where there is unconditional agreement made by both parties. Amounts payable or receivable on unsettled purchases

or sales are recognised in other payables or other receivables respectively. Contracts to enter into investments at a future

contracted date are not recognised until the settlement date; prior to that a derivative forward contract is recognised.

LTMs are recognised when cash is advanced to borrowers.

Financial investments are derecognised when the rights to the contractual cash flows expire or the IFRS 9 derecognition criteria for

transferred financial assets are met. The criteria includes an assessment of rights and obligations to the cash flows, an assessment

of the transfer of substantially all the risks and rewards of ownership and of whether control of the investment has been retained.

Collateral

Collateral is received and pledged in the form of cash or securities in respect of derivative, repurchase, reinsurance or other

contracts such as securities lending. Cash collateral received that is not legally segregated is recognised as an asset with

a corresponding liability for the repayment in other financial liabilities. Cash collateral pledged that is legally segregated is

derecognised and a receivable for its return is recognised.

Non-cash collateral received is not recognised as an asset unless it qualifies for derecognition by the transferor. Non-cash

collateral pledged continues to be recognised within the appropriate asset classification when control of, and the right to,

economic benefits of the collateral are retained. Where non-cash collateral pledged continues to be recognised but the

counterparty is permitted to sell or re-pledge the collateral, the non-cash collateral assets are classified separately within the

Financial instruments note 26.

Various reinsurance collateral arrangements have been established, including funds withheld, funds transferred and premium

deposit-back arrangements. The recognition/derecognition of the collateral assets is determined by the IFRS 9 recognition/

derecognition criteria. An assessment is made of the contractual terms, including consideration of exposure to the economic

benefits. See note 27(c)(iii) for further details. Where collateral is recognised, such as premium deposit-back arrangements, the

liability for the repayment of the deposit is recognised as a cash flow within the boundary of the insurance contract.

1.13.3 Investment return

Investment return on financial assets consists of interest receivable, realised gains and losses and also unrealised gains and

losses on FVTPL financial assets and liabilities.

Interest income is recognised as it accrues on the effective interest method. Realised gains and losses occur on disposal or

transfer and represent the difference between the proceeds received net of transaction costs, and the original cost. Unrealised

gains and losses arising on financial assets and liabilities measured at FVTPL represent the difference between the carrying

value at the end of the year and the carrying value at the start of the year or purchase value during the year, less the reversal

of previously recognised unrealised gains and losses in respect of disposals made during the year.

1.13.4 Use of fair value

Current bid prices are used to value investments with quoted prices. Actively traded investments without quoted prices

are valued using prices provided by third parties. If there is no active established market for an investment, an appropriate

valuation technique is applied as described below.

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1. Material Accounting Policies continued

1.13. Financial investments continued

1.13.4 Use of fair value continued

Determining the fair value of financial investments when the markets are not active

Certain financial investments are held which are not quoted in active markets and there is generally no or limited observable

market data that can be used in the fair value measurement of the financial investments. The determination of whether an

active market exists for a financial investment requires management’s judgement as set out in note 16(a).

If the market for a financial investment is not active, the fair value is determined using valuation techniques. These valuation

techniques involve judgement with regard to the valuation models used and the inputs to these models can lead to a range of

plausible valuations for financial investments. Fair value for these financial investments is established using internally developed

pricing models validated against independent price verifications where possible. The valuation technique is chosen with the

objective of arriving at a fair value measurement which reflects the price at which an orderly transaction would take place between

market participants on the measurement date. The valuation techniques include the use of recent arm’s length transactions,

reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models. The

valuation techniques may include a number of assumptions relating to variables such as credit risk and interest rates and, for LTMs,

mortality, future expenses, voluntary redemptions and house price assumptions. These assumptions can be impacted by climate

change transition risk, noting, for example, investment in residential and commercial mortgages secured on properties.

1.13.5 Financial assets measured at amortised cost

Financial assets held at amortised cost are measured using the effective interest rate method and a loss allowance is

recognised for expected credit losses. The model splits financial assets into those which are performing, underperforming and

non-performing based on changes in credit quality since initial recognition.

At initial recognition financial assets are considered to be performing. They become underperforming where there has been a

significant increase in credit risk since initial recognition, and non-performing when there is objective evidence of impairment.

Expected credit losses over the 12 month time horizon are netted against the financial asset for all performing financial assets,

with lifetime expected credit losses recognised for underperforming and non-performing financial assets.

Expected credit losses are based on the historic levels of loss experienced for the relevant financial assets, with due

consideration given to forward-looking information. Investments are reclassified from performing to under- performing when

coupons become more than 30 days past due, in line with the presumption set out in IFRS 9, or when the financial institution is

no longer considered to be investment grade by the rating agents.

1.13.6 Investment contract liabilities

The majority of investment contract liabilities are linked endowment contracts. Deposits collected on investment contracts are

accounted for directly through the statement of financial position as an adjustment to the investment contract liability. Fair

value is determined by reference to the value of the assets backing the liabilities.

1.13.7 Loans and borrowings

Loans and borrowings are initially recognised at fair value, net of transaction costs which are subsequently amortised through

profit or loss over the period to maturity at the effective rate of interest required to recognise the discounted estimated cash

flows to maturity.

1.13.8 Other financial liabilities

Derivative financial liabilities are mandatorily classified at FVTPL. Aside from certain repurchase agreements (see below), all

other financial liabilities are held at amortised cost and measured using the effective interest rate method.

Repurchase agreements entered into alongside the amortised cost portfolio of gilts are also held at amortised cost.

Repurchase agreements entered into to support the investment strategy are designated at FVTPL. Repurchase agreements

classified at FVTPL are valued based on the discounted cash flows expected to be paid, using an observable market interest

rate, in line with the value of the underlying security.

1.14. Cash and cash equivalents

Cash and cash equivalents in the Consolidated statement of cash flows consist of amounts reported in Cash available on

demand in the Consolidated statement of financial position and short-term highly liquid investments with less than 90 days’

maturity from the date of acquisition which are included in Financial investments in the Consolidated statement of financial

position as those do not meet the definition of Cash available on demand. Cash available on demand includes cash at bank and

in hand and deposits held at call with banks.

Notes to the Consolidated Financial Statements continued

Financial Statements

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1.15. Equity

Share capital, share premium and payment of dividends

The difference between the proceeds received on issue of the shares, net of share issue costs, and the par value of the shares

issued is credited to the share premium account.

Interim dividends are recognised in equity in the period in which they are paid. Final dividends require shareholder approval

prior to payment and are therefore recognised when they have been approved by shareholders.

Where the Company purchases shares for the purposes of employee incentive plans, the consideration paid, net of issue costs,

is deducted from equity within shares held by trusts. Upon subsequent issue or sale to employees, any consideration received

net of related costs is credited to equity within shares held by trusts.

Other reserves

The reorganisation reserve represents the difference between the value of shares in the Company and the value of subsidiary

shares for which they were exchanged as part of a group reorganisation.

The merger reserve represents the difference between the value of businesses acquired and the nominal value of shares

issued to acquire those businesses in a share-for-share exchange that meets the requirements to apply merger relief under

Section 612 of the Companies Act 2006.

Tier 1 notes

Loan notes are classified as either debt or equity based on the contractual terms of the instruments. Loan notes are classified

as equity where they do not meet the definition of a liability because they are perpetual with no fixed redemption or maturity

date, they are only repayable on liquidation, conversion is only triggered under certain circumstances of non-compliance, and

interest on the notes is non-cumulative and cancellable at the discretion of the issuer.

1.16. Taxation

The current tax expense is based on the taxable profits for the year, using blended rates determined from tax rates

substantively enacted at the reporting date, and after any adjustments in respect of prior years. Current and deferred tax is

charged or credited to Profit or loss unless it relates to items recognised in Other comprehensive income or directly in equity.

Provision is made for deferred tax liabilities, or credit taken for deferred tax assets, using the liability method, on all temporary

differences between the tax bases of assets and liabilities and their carrying amounts. The principal temporary differences

arise from the transitional tax adjustments resulting from the implementation of IFRS 17 and are being amortised over a period

of 10 years from 1 January 2023.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which

the temporary differences can be utilised. The deferred tax assets and liabilities are measured using substantively enacted

corporation tax rates based on the timings of when they are expected to reverse.

2. Segmental Reporting

Segmental analysis

The Group has a single reportable segment “Insurance” which is reconciled to the total Group result by including the non-

reportable Advisory segment plus the result of other Group companies, such as holding companies that primarily perform

corporate activities.

The Insurance segment writes insurance products for the at/in-retirement market and the DB de-risking market. The primary

products written by the Group are DB and GIfL. Premiums received from these contracts are invested in fixed income

investments including debt and other fixed income securities, illiquid assets, LTMs and liquidity funds.

The Group’s Advisory segment performs activities regarding the arranging of retirement income products through regulated

advice and intermediary services and the provision of licensed software to financial advisers, financial institutions and pension

trustees. This segment is currently below the reportable segment thresholds and therefore the results of this segment are not

separately disclosed.

The metrics used by the Chief Operating Decision Maker “CODM” (identified as the Group Executive Committee) to evaluate

the performance of operating segments include:

• Underlying operating profit

• Retirement income sales

Premium information is analysed by product line and includes shareholder funded DB, DB Partner (funded re) and GIfL

products. Profitability information used by the CODM within the insurance operating segment is not analysed by product.

The Group primarily operates in the material geographical segment the United Kingdom.

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2. Segmental Reporting continued

Underlying operating profit

The Group reports underlying operating profit as an alternative measure of profit which is used for decision making and

performance measurement. The Board believes that underlying operating profit, which represents a combination of both

the future profit generated from new business written in the year and additional profit emerging from the in-force book of

business, provides a view of the development of the business aligned to growth and future cash release. The underlying

operating profit metric is presented prior to deferring new business profit to the CSM as the Board considers the value of new

business is significant in assessing business performance.

New business profits incorporate the expected investment returns on the target asset mix assumed to be purchased to back

that business, after allowing for expected movements in liabilities and deducting acquisition costs. Incremental marginal costs

are also included and reflect the overheads attributable to new business. New business profits are based on the valuation of

investment returns as at the quote date for GIfL business and the market condition date for DB business, whereas the CSM

on new business is calculated as at the IFRS 17 recognition date. Profits arising from the in-force book of business represent

an expected return on surplus assets of 4% (2024: 4%) which is primarily based upon short-term risk-free rates, the expected

unwind of allowances for credit default and the release of the risk adjustment, together with the CSM amortisation.

Experience variances and the impacts of changes to future operating assumptions plus investment variances between actual

and expected investment returns due to economic and market changes, are disclosed outside underlying operating profit. In

addition underlying operating profit excludes strategic expenditure, and where applicable any impairments, exceptional items and

amortisation of intangible assets arising on consolidation, since these items arise outside the normal course of business in the year.

Segmental reporting and reconciliation to financial information

		Year ended 31 December 2025			Year ended 31 December 2024
	Insurance	Other	Total	Insurance	Other	Total
	£m	£m	£m	£m	£m	£m
New business profits 1,2	249	–	249	460	–	460
CSM amortisation 1	(67)	–	(67)	(71)	–	(71)
Net underlying CSM increase	182	–	182	389	–	389
In-force operating profit 1	238	8	246	226	10	236
Other Group companies’ operating results 1	–	(16)	(16)	–	(17)	(17)
Development costs and other 1	(28)	(8)	(36)	(24)	(11)	(35)
Finance costs 1,3	(78)	7	(71)	(82)	13	(69)
Underlying operating profit 1	314	(9)	305	509	(5)	504
Reconciliation to (Loss)/profit before tax
Operating experience and assumption changes 1	(32)	–	(32)	(37)	–	(37)
Investment and economic movements 1	(100)	2	(98)	24	(6)	18
Strategic expenditure 1	(3)	(68)	(71)	(8)	(15)	(23)
Adjustment for transactions reported directly in equity in IFRS 3	24	(8)	16	26	(6)	20
Adjusted profit before tax 1	203	(83)	120	514	(32)	482
Deferral of profit in CSM 1	(238)	–	(238)	(369)	–	(369)
(Loss)/profit before tax	(35)	(83)	(118)	145	(32)	113

1 See glossary for definition.

2 See reconciliation to IFRS new business CSM recognised in the Additional financial information section at the end of this report.

3 The adjustment for transactions reported directly in equity in IFRS primarily relates to interest on the Tier 1 notes which are classified as equity instruments.

Coupon payments are reported within Finance costs within the Underlying operating profit metric, and are therefore removed in the reconciliation to IFRS profit

before tax. The amount reported in the other segment represents the difference between interest charged to the insurance segment in respect of internal Tier 1

notes and interest incurred by the Group in respect of external Tier 1 notes.

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

157

Product information analysis

Additional analysis relating to the Group’s products is presented below:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Defined Benefit de-risking solutions (“DB”)	3,071	4,275
Guaranteed Income for Life contracts (“GIfL”) 1,2	1,270	1,033
Retirement income sales (shareholder funded) 1	4,341	5,308
DB Partner (funded re) 1	–	1,101
Retirement income sales	4,341	6,409
Movements in premiums receivable	58	4
Premium cash flows (note 22(c))	4,399	6,413

1 See glossary for definition.

2 GIfL includes UK GIfL, South Africa GIfL and Care Plans.

LTMs advances and deposits regarding investment contracts are shown below:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
LTMs advances	433	340
Other investment products	7	13

3. Insurance Service Result

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£m	£m
Insurance revenue
Release of CSM for services provided		197	177
Release of risk adjustment for non-financial risk for risks expired		9	11
Expected incurred claims and other insurance service expenses		1,823	1,589
Recovery of insurance acquisition cash flows		44	32
Total insurance revenue	(a)	2,073	1,809
Insurance service expenses
Actual claims and maintenance expenses		(1,826)	(1,589)
Amortisation of insurance acquisition cash flows		(44)	(32)
Total insurance service expenses	(b)	(1,870)	(1,621)
Net expenses from reinsurance contracts	(c)	(33)	(39)
Insurance service result		170	149

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158

3. Insurance Service Result continued

(a) insurance revenue:

The increase in release of CSM compared with the prior year reflects the inclusion of an additional year’s cohort of business.

The CSM release represents 6.6% (2024: 6.1%) of the CSM reserve balance immediately prior to release. The release includes

the effects of the deferral in CSM of the demographic assumption changes made at 31 December 2024 and the new business

written in 2025.

The risk adjustment release represents the value of the release of risk as insurance coverage expires.

The increase in expected incurred claims and other insurance service expenses reflects the growth of the in-force book,

including the maturity beyond initial guarantee periods, together with the change in business mix towards products with more

limited guarantee periods.

The growth in the recovery of insurance acquisition cash flows in the year reflects the inclusion of an additional new

business cohort.

(b) Insurance service expenses:

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£m	£m
Incurred expenses
Claims		1,777	1,534
Personnel expenses and other	8	168	149
Investment expenses and charges		45	71
Other costs and professional fees		100	89
Commission		41	33
Other acquisition costs		6	13
IFRS 17 treatment of acquisition costs
Amounts attributable to insurance acquisition cash flows		(179)	(215)
Amortisation of insurance acquisition cash flows		44	32
		2,002	1,706
Represented by:
Actual claims and maintenance expenses		1,826	1,589
Amortisation of insurance acquisition cash flows		44	32
Insurance service expenses		1,870	1,621
Other expenses		132	85
Total		2,002	1,706

Actual claims and maintenance expenses are broadly in line with expectation. The continued increase reflects the growth of

the in force book. These amounts exclude investment components such as payments within guarantee periods, which amount

to £341m (2024: £296m).

The decrease in incurred acquisition cash flows reflects the reduction in DB new business volumes and the associated

reduction in investment acquisition expenses incurred. The increase in commission reflects the growth in GIfL and LTM policies

written. Only the cohorts measured on a fully retrospective basis at transition to IFRS 17 and cohorts of business written since

transition (i.e. underwriting years 2021 onwards) have insurance acquisition cash flows.

Other expenses of £132m (2024: £85m) primarily include strategic expenditure of £71m (2024: £23m), development costs and

other of £36m (2024: £35m) and other expenses of the Group’s non-insurance business £16m (2024: £17m). Please refer to

Business Review for details.

Notes to the Consolidated Financial Statements continued

Financial Statements

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159

During the year the following services included in other costs in the table above, were provided by the external Auditors:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£000	£000
Auditors remuneration
Fees payable for the audit of the Parent Company and consolidated accounts	724	697
Fees payable for other services
The audit of the Company’s subsidiaries pursuant to legislation	2,011	1,910
Audit-related assurance services	809	822
Other non-audit services not covered above	118	77
Total	3,662	3,506

Audit-related assurance services mainly include fees relating to the audit of the Group’s Solvency II regulatory returns and

review procedures in relation to the Group’s interim results.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Contractual service margin recognised for services received	23	23
Change in risk adjustment for non-financial risk in respect of risk expired	6	4
Expected net settlements and reinsurance expenses	88	46
Actual net settlements and reinsurance expenses	(84)	(34)
Total	33	39

The contractual service margin (“CSM”) release on gross insurance contracts is detailed in note 3(a). On a net of reinsurance

basis, the CSM release represents 6.4% (2024: 6.2%) of the CSM balance immediately prior to release.

The reinsurance risk adjustment is based on the floating leg cash flows, and hence the behaviour of the risk adjustment,

including its release, is similar to the movement on the underlying contracts that are reinsured.

Actual reinsurance claims and expenses were in line with the expected value (2024: actual amounts were lower due to

reductions in longevity experience).

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160

4. Net Investment Result

			Year ended	Year ended
			31 December	31 December
			2025	2024
		Note	£m	£m
Investment return
Interest income on financial assets:
•	at amortised cost		176	135
•	classified at FVTPL		947	869
•	mandatorily measured at FVTPL: LTMs		255	213
			1,378	1,217
Movement in fair value of financial assets:
•	classified at FVTPL		(5)	(951)
•	mandatorily measured at FVTPL: LTMs		101	(212)
•	mandatorily measured at FVTPL: Derivatives		303	(180)
			399	(1,343)
Foreign exchange losses on amortised cost assets			–	(2)
Investment return		(a)	1,777	(128)
Net finance (expenses)/income from insurance contracts
Interest accreted			(1,801)	(1,693)
Effect of changes in interest rates and other financial assumptions			54	2,142
Effect of measuring changes in estimates at current rates and adjusting the CSM at rates on initial
recognition			(18)	31
Net finance (expenses)/income from insurance contracts		(b)	(1,765)	480
Net finance income/(expenses) from reinsurance contracts
Interest accreted			121	99
Effect of changes in interest rates and other financial assumptions			4	(114)
Effect of measuring changes in estimates at current rates and adjusting the CSM at rates on initial
recognition			(55)	(28)
Effect of changes in non-performance risk of reinsurers			(5)	(9)
Net finance income/(expenses) from reinsurance contracts		(c)	65	(52)
Movement in investment contract liabilities			(5)	(2)
Net investment result			72	298

The Net investment result is the net impact from the return on investments offset by similar movements on insurance/

reinsurance and investment contract liabilities.

These amounts will not completely offset for a number of reasons, including:

• the term structures for financial investments held and net insurance liabilities are not identical;

• the existence of surplus assets held on the balance sheet which do not back insurance liabilities and the value of which

are subject to changes in interest rates; and

• the deduction of a credit default allowance from the interest rate used to value insurance liabilities.

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

161

(a) Investment return

The growth in interest income reflects continued investment of new business premiums into additional holdings of fixed income

investments. The Group invested over £1.8bn (2024: £2.4bn) into illiquid fixed income investments over the year to back

insurance liabilities.

Interest income also includes interest on the £4bn (2024: £4bn) amortised cost portfolio that is valued at amortised cost

in the IFRS balance sheet. In the Solvency II balance sheet, this portfolio is held at fair value and used to manage interest

rate volatility.

During the year, long-term interest rates remained broadly stable and credit spreads also stayed relatively tight throughout the

period. As a result, the Group’s investment return was influenced less by interest rate or credit movements and more by other

economic factors, notably exchange rates and inflation. In 2025, the most significant economic factor affecting returns was

the continued strengthening of Sterling against the US Dollar. This movement generated MTM losses on USD-denominated

investments held at FVTPL. The Group utilises derivative contracts to eliminate economic risks it does not wish to retain,

including exposures to currency, and inflation. Consequently, the net impact from movement in fair value of investments and

associated derivatives was relatively small compared to 2024, occurring against a backdrop of largely unchanged long-term

interest rates.

(b) Net finance (expenses)/income from insurance contracts

Interest accreted

Interest accreted represents the effect of unwinding of the discount rates on the future cash flow and risk adjustment

components of the insurance contract liabilities and the effect of interest accretion on the CSM. The increased accretion in the

current period compared with the prior year reflects the growth in the size of the insurance portfolio.

Effect of changes in interest rates and other financial assumptions

The principal economic assumption changes impacting the movement in insurance liabilities relate to discount rates and

inflation. The discount rates applied in 2025 valuation have reduced in the near term reflecting drops in the short-term bond

yields following interest rate cuts and slowing economies. However, the most significant impact of discount rate is on the

longer duration cash flows which have remained broadly unchanged as compared to 2024. Conversely, the significant impact

in 2024 was driven by the rises in both short and long term interest rates. The inflation assumption has reduced in 2025

reflecting market expectations of long-term inflation drop.

Effect of measuring changes in estimates at current rates and adjusting the CSM at rates on initial recognition

The CSM is measured at locked-in discount rates and benefit inflation. The difference in the measurement of changes in

estimates relating to future coverage at current discount rates compared to locked-in rates is recognised within net finance

income. Significant assumption changes in estimates mainly relate to the demographic basis changes which are explained in

note 22(b)(ii) Mortality assumptions.

The net finance income from reinsurance contracts includes the effect of financial assumptions and unwind of discount rates

as described above for underlying contracts.

5. Other Finance Costs

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Interest on subordinated debt	52	50
Interest on repurchase agreements	166	146
Interest on collateral received and other	27	39
Tender premium on redemption of Tier 2 subordinated debt	–	6
Total	245	241

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

162

6. Income Tax

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Current taxation
Current year tax on current year profits	2	4
Adjustments in respect of prior periods	2	6
Effect of tax losses carried back on current tax	–	(1)
Total current tax	4	9
Deferred taxation
Deferred tax recognised for losses in the current period	(57)	(13)
Origination and reversal of temporary differences	(1)	2
Adjustments in respect of prior periods	1	–
Effect of tax losses carried back on current tax	–	1
Tax relief on the transitional adjustment on IFRS 17 implementation	34	34
Total deferred tax	(23)	24
Total income tax recognised in profit or loss	(19)	33

The deferred tax assets and liabilities have been calculated at 25% (2024: 25%), the current corporation tax rate, and the rate

at which they are expected to reverse. Deferred tax balances are assessed to be fully recoverable based on the five-year

business plan and projection thereafter.

In accordance with Paragraph 4A of IAS 12 “Income taxes”, the Group has neither recognised nor disclosed information about

deferred tax assets and liabilities related to Pillar Two income taxes. The Group does not currently expect the effect of the

Pillar Two legislation to have a material impact on the tax position in future periods.

Reconciliation of total income tax to the applicable tax rate

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
(Loss)/profit on ordinary activities before tax	(118)	113
Income tax at 25% (2024: 25%)	(29)	28
Effects of:
Expenses not deductible for tax purposes	8	–
Adjustments in respect of prior periods	3	6
Other	(1)	(1)
Total income tax recognised in profit or loss	(19)	33

Notes to the Consolidated Financial Statements continued

Financial Statements

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163

Income tax recognised directly in equity

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Current taxation
Relief on Tier 1 interest	–	(4)
Relief in respect of share-based payments	(2)	–
Total current tax	(2)	(4)
Deferred taxation
Relief on Tier 1 interest	(4)	–
Relief in respect of share-based payments	(1)	(4)
Total deferred tax	(5)	(4)
Total income tax recognised directly in equity	(7)	(8)

Pillar 2 is not considered to have a significant impact on the financial statements. The Group is predominantly a UK-centric

business with an effective tax rate of close to the UK rate of tax of 25%.

In 2023, IFRS 17 Insurance Contracts was adopted. Cumulative differences arising between IFRS 17 and the previous

accounting standard (IFRS 4), which represent the differences in retained profits previously reported and impact of the

adoption of the standard, are brought back into the computation of taxable profits. However, legislation provided for

transitional arrangements whereby such differences are amortised on a straight-line basis over a ten-year period from 1

January 2023.

The tax charge for the year to 31 December 2025 includes current tax relief arising from amortisation of transitional balances

of £34m (2024: £34m).

7. Remuneration of Directors

For the purposes of the disclosure required by Schedule 5 to the Companies Act 2006, the total aggregate emoluments of

the Directors in the year was £7m (2024: £5m). Employer contributions to pensions for Executive Directors for qualifying

periods were £nil (2024: nil). The aggregate net value of share awards granted to the Directors in the year was £3m (2024:

£2m), calculated by reference to the average closing middle-market price of an ordinary share over the five days preceding

the grant. One Director exercised share options during the year with an aggregate gain of £4m (2024: one Director exercised

options with an aggregate gain of £1m).

8. Staff Numbers and Costs

The monthly average number of persons employed by the Group (including Directors) during the financial year, analysed by

category, was as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	Number	Number
Directors	9	10
Senior management	187	165
Staff	1,282	1,179
Average number of staff	1, 478	1,354

The aggregate personnel costs were as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Wages and salaries	128	121
Social security costs	20	15
Other pension costs	8	7
Share-based payment expense	12	6
Total	168	149

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

164

9. Employee Benefits

Defined contribution pension scheme

The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions

payable to the fund and amounted to £8m (2024: £7m).

Employee share plans

The Group operates a number of employee share option plans. Details of those plans are as follows:

Long Term Incentive Plans (“LTIP”)

The Group has made awards under the LTIP to Executive Directors and other senior managers. Awards granted prior to 9 May 2023

were granted under the Just Retirement Group plc 2013 Long Term Incentive Plan. Awards granted since 9 May 2023 are

granted under the Just Group plc Long Term Incentive Plan. Awards are made in the form of nil-cost options which become

exercisable on the third anniversary of the grant date, subject to the satisfaction of service and performance conditions which

include a range of measures regarding financial metrics and Environmental Social and Governance “ESG” targets.

Options are exercisable until the tenth anniversary of the grant date, with the exception for good leavers in respect of awards

granted after 9 May 2023 which are exercisable until the first anniversary of the vesting date. The majority of options granted

are also subject to a two-year holding period after the options have vested. The options are accounted for as equity-settled

schemes.

The number and weighted-average remaining contractual life of outstanding options under the LTIP are as follows:

	Year ended	Year ended
	31 December 2025	31 December 2024
	Number of options	Number of options
Outstanding at 1 January	25,213,433	26,004,780
Granted	5,296,179	7,005,523
Forfeited	(6,347,238)	(2,466,040)
Exercised	(5,305,881)	(5,311,380)
Expired	(2,507)	(19,450)
Outstanding at 31 December	18,853,986	25,213,433
Exercisable at 31 December	2,832,972	3,119,011
Weighted-average share price at exercise for options exercised during the year (£)	1.69	1.08
Weighted-average remaining contractual life (years)	1.05	1.06

The exercise price for options granted under the LTIP is nil.

During the year to 31 December 2025, awards of LTIPs were made on 31 March 2025, 9 September 2025 and 16 September

2025. The weighted- average fair value and assumptions used to determine the fair value of the LTIPs and the Buy-out options

granted during the year are as follows:

	2025 awards	2024 awards
Fair value at grant date	£1.31	£0.95
Option pricing model used	Black–Scholes, Stochastic	Black–Scholes, Stochastic, Finnerty
Share price at grant date	£1.53	£1.05
Exercise price	Nil	Nil
Expected volatility – TSR performance	36.20%	34.70% – 37.89%
Expected volatility – holding period	36.80%	37.45%
Option life (including 2-year holding period)	5 years	2.93, 3.93 and 5 years
Dividend yield	Nil	Nil
Risk-free interest rate – TSR performance	4.10%	4.11% – 4.59%
Risk-free interest rate – holding period	4.00%	3.94%

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

165

A Stochastic model is used where vesting is related to a total shareholder return target, a Black-Scholes option pricing model

is used for all other performance vesting targets, and for the holding period a mean output of four different models (2024: a

Finnerty model).

For awards subject to a market performance condition, such as Total Shareholder Return (“TSR”), expected volatility has been

calculated using historic volatility of the Company, and for each company in the TSR comparator group, over the period of

time commensurate with the remainder of the performance period immediately prior to the date of grant. For awards with a

holding period condition, expected volatility has been calculated using historic volatility of the Company over the period of time

commensurate with the holding period immediately prior to the date of grant.

Deferred share bonus plan (“DSBP”)

The DSBP is operated in conjunction with the Group’s short-term incentive plan for Executive Directors and other senior

managers of the Company or any of its subsidiaries. Awards are made in the form of nil-cost options which become exercisable

on the third anniversary of the grant date. Options are exercisable until the tenth anniversary of the grant date, with the

exception of good leavers in respect of awards granted after 9 May 2023 which are exercisable until the first anniversary of

the vesting date.

The options are accounted for as equity-settled schemes.

The number and weighted-average remaining contractual life of outstanding options under the DSBP are as follows:

	Year ended	Year ended
	31 December 2025	31 December 2024
	Number of options	Number of options
Outstanding at 1 January	5,002,738	5,400,381
Granted	925,940	1,336,229
Forfeited	(87,210)	–
Exercised	(1,862,920)	(1,733,872)
Outstanding at 31 December	3,978,548	5,002,738
Exercisable at 31 December	597,876	1,263,652
Weighted-average share price at exercise for options exercised during the year (£)	1.82	1.08
Weighted-average remaining contractual life (years)	0.98	0.95

The exercise price for options granted under the DSBP is nil (2024: nil).

During the year to 31 December 2025, awards of DSBPs were made on 31 March 2025. The weighted-average fair value and

assumptions used to determine the fair value of options granted during the year under the DSBP are as follows:

	2025 awards	2024 awards
Fair value at grant date	£1.47	£1.05
Option pricing model used	Black–Scholes	Black–Scholes
Share price at grant date	£1.47	£1.05
Exercise price	Nil	nil
Option life	3 years	3 years
Dividend yield	nil	nil
Risk-free interest rate	nil	nil

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

166

9. Employee Benefits continued

Employee share plans continued

Save As You Earn (“SAYE”) scheme

The Group operates SAYE plans for all employees, allowing a monthly amount to be saved from salaries over either a three- or

five-year period that can be used to purchase shares in the Company at a predetermined price. The employee must remain

in employment for the duration of the saving period and satisfy the monthly savings requirement (except in “good leaver”

circumstances). Options are exercisable for up to six months after the saving period. The options are accounted for as equity-

settled schemes.

The number, weighted-average exercise price, weighted-average share price at exercise, and weighted-average remaining

contractual life of outstanding options under the SAYE are as follows:

		Year ended 31 December 2025		Year ended 31 December 2024
		Weighted-		Weighted-
		average		average
	Number of	exercise	Number of	exercise
	options	price £	options	price £
Outstanding at 1 January	8,498,786	0.66	7,853,387	0.60
Granted	1,998,818	1.20	2,215,921	0.85
Forfeited	(146,238)	0.92	(262,928)	0.69
Cancelled	(165,323)	0.85	(241,025)	0.73
Exercised	(2,786,085)	0.50	(1,020,834)	0.59
Expired	–	–	(45,735)	0.74
Outstanding at 31 December	7,399,958	0.86	8,498,786	0.66
Exercisable at 31 December	61,804	0.72	75,215	0.42
Weighted-average share price at exercise for options exercised during the year (£)	1.54		1.12
Weighted-average remaining contractual life (years)	1.56		1.55

The range of exercise prices of options outstanding at the end of the year are as follows:

	2025	2024
	Number of options	Number of options
	outstanding	outstanding
£0.38	–	1,750,493
£0.67	3,124,238	3,273,896
£0.71	270,840	1,235,804
£0.74	117,896	125,566
£0.85	1,956,966	2,113,027
£1.20	1,930,018	–
Total	7,399,958	8,498,786

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

167

During the year to 31 December 2025, awards of SAYEs were made on 24 April 2025. The weighted-average fair value and

assumptions used to determine the fair value of options granted during the year under the SAYE are as follows:

	2025 awards	2024 awards
Fair value at grant date	£0.45	£0.36
Option pricing model used	Black-Scholes	Black–Scholes
Share price at grant date	£1.37	£1.03
Exercise price	£1.20	£0.85
Expected volatility – 3-year scheme	37.40%	37.51%
Expected volatility – 5-year scheme	43.00%	48.00%
Option life	3.4 or 5.4 years	3.35 or 5.36 years
Dividend yield	1.80%	2.02%
Risk-free interest rate – 3-year scheme	3.80%	4.46%
Risk-free interest rate – 5-year scheme	4.00%	4.30%

Expected volatility has been calculated using historic volatility of the Company over the period of time commensurate with the

expected term of the awards immediately prior to the date of grant.

Employee share plans expense

The share-based payment expense recognised in the Consolidated statement of comprehensive income for employee services

receivable during the year is as follows:

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£m	£m
Equity-settled schemes		12	6
Total expense	8	12	6

Where a scheme is expected to vest early due to a change of control of the Group, such as the proposed acquisition of the

Group by BWS, revisions to the estimate of the number of equity instruments that will eventually vest and revisions to the

estimated vesting date, are recognised over the revised remaining vesting period. The impact of the acceleration of expense

recognised in 2025 as a result of revised estimates due to the proposed acquisition of the Group by BWS is £5m.

10. Earnings per Share

Set out below are the earnings and weighted average number of shares used in determining Basic and Diluted Earnings Per

Share (“EPS”) on an IFRS basis.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
(Loss)/profit attributable to equity holders of Just Group plc	(99)	80
Coupon payments in respect of Tier 1 notes (net of tax) 1	(12)	(12)
(Loss)/profit attributable to ordinary equity holders of Just Group plc/basic earnings	(111)	68
Effect of potentially dilutive share options	–	–
Diluted (loss)/profit attributable to ordinary equity holders of Just Group plc	(111)	68

1 Earnings for the purposes of determining EPS and diluted EPS includes an adjustment for amounts in respect of the Tier 1 notes. This is based on the judgement

that the rights associated with the Tier 1 notes are similar to preference shares. Adjustments include coupon payments and any gains/losses on redemption.

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10. Earnings per Share continued

	Year ended	Year ended
	31 December	31 December
	2025	2024
	million	million
Basic weighted average number of shares 2	1,042	1,040
Effect of potentially dilutive share options 3	–	13
Diluted weighted average number of shares 2	1,042	1,053

2 The weighted-average number of ordinary shares excludes shares held by the Employee Benefit Trust on behalf of the Company to satisfy future exercises of

employee share scheme awards.

3 The weighted-average number of share options for the year ended 31 December 2025 that could have potentially diluted basic earnings per share in the future

but are not included in diluted EPS because they would be anti dilutive was 16 million share options.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	pence	pence
Basic (loss)/earnings per share	(10.7)	6.5
Diluted (loss)/earnings per share	(10.7)	6.5

11. Dividends and Appropriations

Dividends and appropriations paid in the year were as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Final dividend
Final dividend in respect of prior year end (1.8 pence per ordinary share, paid on 14 May 2025)	19	16
Interim dividend
Interim dividend in respect of current year end (0.84 pence per ordinary share, paid on 15 September 2025)	9	7
Total dividends paid	28	23
Coupon payments in respect of Tier 1 notes 1	16	16
Total distributions to equity holders in the year	44	39

1 Coupon payments on Tier 1 notes are treated as an appropriation of retained profits and, accordingly, are accounted for when paid.

12. Intangible Assets

		Acquired intangible assets
		Intellectual
	Goodwill	Property	Prognosys™	Software	Total
Year ended 31 December 2025	£m	£m	£m	£m	£m
Cost
At 1 January 2025	35	2	6	28	71
Acquired during the year	9	–	–	–	9
Disposed during the year	–	–	–	(1)	(1)
At 31 December 2025	44	2	6	27	79
Accumulated amortisation and impairment
At 1 January 2025	(1)	(1)	(5)	(24)	(31)
Charge for the year	–	–	–	(2)	(2)
Disposed during the year	–	–	–	1	1
At 31 December 2025	(1)	(1)	(5)	(25)	(32)
Net book value at 31 December 2025	43	1	1	2	47
Net book value at 1 January 2025	34	1	1	4	40

Notes to the Consolidated Financial Statements continued

Financial Statements

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		Acquired intangible assets
		Intellectual
	Goodwill	Property	Prognosys™	Software	Total
Year ended 31 December 2024	£m	£m	£m	£m	£m
Cost
At 1 January 2024	35	2	6	29	72
Disposed during the year	–	–	–	(1)	(1)
At 31 December 2024	35	2	6	28	71
Accumulated amortisation and impairment
At 1 January 2024	(1)	(1)	(4)	(25)	(31)
Charge for the year	–	–	(1)	–	(1)
Disposed during the year	–	–	–	1	1
At 31 December 2024	(1)	(1)	(5)	(24)	(31)
Net book value at 31 December 2024	34	1	1	4	40
Net book value at 1 January 2024	34	1	2	4	41

Impairment testing

The Group’s goodwill of £43m at 31 December 2025 represents the following:

• £33m on the 2009 acquisition by Just Retirement Group Holdings Limited of Just Retirement (Holdings) Limited, the

Holding company of Just Retirement Limited (“JRL”);

• £1m recognised on the 2018 acquisition of HUB Pension Consulting (Holdings) Limited; and

• £9m recognised on the 2025 acquisition of Intrepid Owls Limited.

The majority of the goodwill has been allocated to the cash-generating unit of Just Retirement (Holdings) Limited and its

subsidiaries. The recoverable amount of goodwill related to Just Retirement (Holdings) Limited has been determined based

on the fair value. The offer for Just Group by BWS provides a fair value price from the market which can be utilised for this

assessment. The 219.16p per share offered by BWS has been treated as the fair value of the Group and allocated to the cash

generating unit based on the proportion of own funds. This recoverable amount is greater than the total of the net assets and

goodwill of the cash generating unit indicating no impairment of goodwill was required.

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13. Property and Equipment

	Freehold land	Computer	Furniture and	Right-of-use
	and buildings	equipment	fittings	Assets	Total
Year ended 31 December 2025	£m	£m	£m	£m	£m
Cost or valuation
At 1 January 2025	6	13	12	9	40
Acquired during the year	–	3	13	3	19
At 31 December 2025	6	16	25	12	59
Accumulated depreciation and impairment
At 1 January 2025	1	(12)	(7)	(2)	(20)
Depreciation charge for the year	–	(1)	(2)	(2)	(5)
At 31 December 2025	1	(13)	(9)	(4)	(25)
Net book value at 31 December 2025	7	3	16	8	34
Net book value at 1 January 2025	7	1	5	7	20

	Freehold land	Computer	Furniture and	Right-of-use
	and buildings	equipment	fittings	Assets	Total
Year ended 31 December 2024	£m	£m	£m	£m	£m
Cost or valuation
At 1 January 2024	10	12	9	16	47
Acquired during the year	–	1	3	–	4
Disposed during the year	–	–	–	(7)	(7)
Revaluations	(4)	–	–	–	(4)
At 31 December 2024	6	13	12	9	40
Accumulated depreciation and impairment
At 1 January 2024	–	(11)	(6)	(8)	(25)
Depreciation charge for the year	–	(1)	(1)	(1)	(3)
Disposed during the year	–	–	–	7	7
Revaluations	1	–	–	–	1
At 31 December 2024	1	(12)	(7)	(2)	(20)
Net book value at 31 December 2024	7	1	5	7	20
Net book value at 1 January 2024	10	1	3	8	22

Included in freehold land and buildings is land of value £2m (2024: £2m). Acquisition of furniture and fittings includes

construction in progress of £10m (2024: £nil) in respect of the Company’s new London office.

Notes to the Consolidated Financial Statements continued

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The Group’s freehold land and buildings are stated at their revalued amounts, being the fair value at the date of revaluation

less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value measurements

of freehold land and buildings as at 22 August 2024 were performed by Hurst Warne and Partners Surveyors Ltd,

independent valuers not related to the Group. Hurst Warne and Partners Surveyors Ltd is registered for regulation by the

Royal Institution of Chartered Surveyors (“RICS”). The valuation process relies on expert judgement which is heightened due

to the macroeconomic-related uncertainty. The valuer has sufficient current local knowledge of the particular market, and

the knowledge, skills and understanding to undertake the valuation competently. The fair value of the freehold land was

undertaken using a residual valuation assuming a new build office to an exact equivalent size as currently exists to a modern

Grade A specification, disregarding the possibility of developing any alternative uses or possible enhancements. The fair value

of the buildings was determined based on open market comparable evidence of market rent in the existing condition. The fair

value measurement of revalued land and buildings has been categorised as Level 3 within the fair value hierarchy based on the

non-observable inputs to the valuation technique used.

The most recent revaluation was performed in 2024 which comprised a loss in the prior year of £4m recognised in other

comprehensive income (gross of tax of £1m) and the elimination of depreciation on the revaluations of £1m, reversing

previously recognised gains of £4m (gross of tax of £1m).

If freehold land and buildings were stated on the historical cost basis, the carrying values would be land of £4m (2024: £4m)

and buildings of £4m (2024: £4m).

Right-of-use assets are property assets leased by the Group.

14. Investment Property

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
At 1 January	27	32
Net gain/(loss) from fair value adjustment	2	(5)
At 31 December	29	27

Investment properties are leased to commercial tenants. Investment properties are valued using discounted cash flow analysis

based on estimated future cash flows. The valuation model discounts the expected future cash flows using a discount rate

which includes a credit spread allowance associated with that asset. The redemption and default assumptions are derived from

the assumptions for the Group’s bond portfolio. The Group’s investment property is held by the Group’s Jersey Property Unit

Trust (“JPUT”). Rental income received in the year from investment properties was £1m (2024: £1m). Minimum lease payments

receivable on leases of investment properties are as follows (undiscounted cash flows):

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Within 1 year	1	1
Between 1 and 2 years	1	1
Between 2 and 3 years	1	1
Between 3 and 4 years	1	1
Between 4 and 5 years	1	1
Later than 5 years	263	265
Total	268	270

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15. Financial Investments

Financial investments that are measured at fair value through the profit or loss are either managed within a fair value business

model, or mandatorily measured at fair value. Financial investments that are measured at amortised cost are held within a

business model where the intention of holding the instruments is to collect solely payments of principal and interest. The table

below summarises the classification of financial assets and liabilities.

Analysis of financial investments

		31 December	31 December
		2025	2024
		£m	£m
Debt securities and other fixed income securities
•	Debt securities	14,369	12,860
•	Infrastructure debt securities	3,581	2,266
•	Long income real estate debt securities	797	884
•	Commercial mortgage backed securities	266	–
		19,013	16,010
Units in liquidity funds		1,234	1,792
Investment funds		386	399
Deposits with credit institutions		646	808
Loans secured by commercial mortgages		1,061	809
Long income real estate 1		846	787
Infrastructure loans		857	1,246
Other loans		220	195
Total investments measured at FVTPL – classified		24,263	22,046
LTMs		6,015	5,637
Derivative financial assets		2,999	2,756
Total investments measured at FVTPL – mandatory		9,014	8,393
Total investments measured at FVTPL		33,277	30,439
Gilts – subject to repurchase agreements		3,996	3,951
Total investments measured at amortised cost		3,996	3,951
Total financial investments		37,273	34,390

1. Long income real estate includes £154m (2024: £157m) residential and £692m (2024: £630m) commercial ground rents.

The majority of investments included in debt securities and other fixed income securities are listed investments. In addition,

illiquid fixed income investments are originated including infrastructure, real estate and private placements and also longer

duration investments in long income real estate investments to match the cash flow profile of DB deferred liabilities.

Units in liquidity funds comprise wholly of units in funds which invest in very short dated liquid assets. Deposits with credit

institutions with a carrying value of £646m includes £601m (2024: £808m) of collateral pledged to counterparties in respect of

derivative and repurchase agreements.

The long dated gilts subject to repurchase agreements that are held within an amortised cost portfolio on the IFRS balance

sheet, are at fair value on the Solvency II balance sheet and used to manage interest rate volatility.

Notes to the Consolidated Financial Statements continued

Financial Statements

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16. Fair Value of Financial Assets and Liabilities

This note explains the methodology for valuing financial assets and liabilities at fair value and provides disclosures in

accordance with IFRS 13 “Fair value measurement” including an analysis of such assets and liabilities categorised according to

their fair value hierarchy level based on market observability of valuation inputs.

(a) Determination of fair value and fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed are categorised within the fair value hierarchy described

as follows, based on the lowest level input that is significant to the fair value measurement as a whole.

Level 1

Inputs to Level 1 fair values are unadjusted quoted prices in active markets for identical assets and liabilities that the entity can

access at the measurement date.

Level 2

Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset

or liability, either directly or indirectly. A Level 2 input must be observable for substantially the full contractual term of the

instrument. Level 2 inputs include the following:

a. quoted prices for similar assets and liabilities in active markets;

b. quoted prices for identical assets or similar assets in markets that are not active, the prices are not current, or price

quotations vary substantially either over time or among market makers, or in which very little information is released publicly;

c. inputs other than quoted prices that are observable for the asset or liability; and

d. market-corroborated inputs.

Level 3

Inputs to Level 3 fair values include significant unobservable inputs. Unobservable inputs are used to measure fair value to

the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity

for the asset or liability at the measurement date. However, the fair value measurement objective remains the same, i.e. an

exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability.

Unobservable inputs reflect the same assumptions as those that the market participant would use in pricing the asset or

liability including those about risk.

The valuation of financial instruments is based on the availability and quality of market data, with a preference for observable

inputs wherever possible.

For instruments where market prices or inputs are readily observable and liquid, valuations are typically derived using pricing

data sourced from Bloomberg and other reputable market data providers. These include quoted prices, benchmark curves, and

other market-consensus inputs. Where available, recent execution prices are also used to support or validate valuations.

For instruments where observable inputs are limited or unavailable (or vendor data is considered low quality), such as certain

private or illiquid assets, valuation techniques incorporate proxy market data (e.g. relevant indices, sector-specific yields),

recent transaction data, or comparable instruments. In the absence of reliable market proxies, valuations may be determined

using internal models supported by expert judgement, historical analysis, and other relevant data. These models are designed

to reflect the assumptions a market participant would use in determining an exit price.

Valuation approaches are selected to ensure consistency with IFRS 13 and are subject to appropriate governance and oversight.

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16. Fair Value of Financial Assets and Liabilities continued

(b) Analysis of assets and liabilities held at fair value according to fair value hierarchy

		31 December 2025				31 December 2024
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Assets held at fair value through profit or loss
Debt securities and other fixed income securities	7,954	4,994	6,065	19,013	6,291	4,964	4,755	16,010
Units in liquidity funds	1,233	1	–	1,234	1,792	–	–	1,792
Investment funds	–	138	248	386	–	110	289	399
Deposits with credit institutions	609	37	–	646	808	–	–	808
Loans secured by commercial mortgages	–	–	1,061	1,061	–	–	809	809
Long income real estate	–	–	846	846	–	–	787	787
Infrastructure loans	–	–	857	857	–	–	1,246	1,246
Other loans	–	84	136	220	–	61	134	195
LTMs	–	–	6,015	6,015	–	–	5,637	5,637
Derivative financial assets	–	2,999	–	2,999	–	2,750	6	2,756
Financial investments	9,796	8,253	15,228	33,277	8,891	7,885	13,663	30,439
Investment property	–	–	29	29	–	–	27	27
Fair value of financial assets held at amortised cost
Gilts – subject to repurchase agreements (fair value)	3,624	–	–	3,624	3,604	–	–	3,604
Total financial assets and investment property	13,420	8,253	15,257	36,930	12,495	7,885	13,690	34,070
Liabilities held at fair value
Investment contract liabilities	–	48	2	50	–	37	5	42
Derivative financial liabilities	–	3,050	13	3,063	–	2,997	18	3,015
Fair value of financial liabilities at amortised cost
Obligations for repayment of cash collateral
received (fair value)	568	–	–	568	662	–	–	662
Loans and borrowings at amortised cost (fair value)	–	717	–	717	–	862	–	862
Repurchase obligation (fair value)	–	3,675	–	3,675	–	3,878	–	3,878
Total financial liabilities	568	7,490	15	8,073	662	7,774	23	8,459

There are no non-recurring fair value measurements of financial investments in either period.

Notes to the Consolidated Financial Statements continued

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The policy is to assess pricing source changes and determine transfers between levels as of the end of each half-yearly

reporting period. Transfers between levels arise from changes in the pricing sources. During the year there were the following

transfers between levels:

• Transfers from Level 2 to Level 1 as a result of improved pricing sources were £820m (2024: £1,380m)

• Transfers from Level 1 to Level 2 due to a fall in pricing quality were £1,021m (2024: £275m)

• Transfers from level 2 to level 3 due to a fall in pricing quality £24m (2024: 192m)

• Transfers from level 3 to level 2 are investments which have improved pricing sources £264m (2024: £467m) and in the

prior year investment contract liabilities of £37m.

(d) Level 3 financial instruments measured at fair value

Reconciliation of the opening and closing recorded amount of Level 3 financial instruments held at fair value

		Debt securities
		and other		Loans secured
		fixed income	Investment	by commercial	Long income	Infra-structure
		securities	funds	mortgages	real estate	loans	Other loans	LTMs
Year ended 31 December 2025		£m	£m	£m	£m	£m	£m	£m
At 1 January 2025		4,755	289	809	787	1,246	134	5,637
Recognition of assets		1,601	15	287	9	30	1	433
Transfers to Level 3		22	2	–	–	–	–	–
Transfers from Level 3		(264)	–	–	–	–	–	–
Reclassification between level 3		272	–	–	56	(373)	45	–
Derecognition of assets		(164)	(71)	(60)	(26)	(83)	–	(399)
Recognised in profit or loss in investment return
•	Realised gains and losses	19	–	–	–	(5)	(1)	165
•	Unrealised gains and losses	(134)	13	22	18	42	(51)	(66)
Interest accrued		(42)	–	3	2	–	8	245
At 31 December 2025		6,065	248	1,061	846	857	136	6,015

		Debt securities
		and other		Loans secured
		fixed income	Investment	by commercial	Long income	Infra-structure
		securities	funds	mortgages	real estate	loans	Other loans	LTMs
Year ended 31 December 2024		£m	£m	£m	£m	£m	£m	£m
At 1 January 2024		2,914	398	764	779	1,113	123	5,681
Recognition of assets		2,417	81	178	235	101	–	340
Transfers to Level 3		192	–	–	–	–	–	–
Transfers from Level 3		(467)	–	–	–	–	–	–
Reclassification between level 3		–	–	–	(119)	119	–	–
Derecognition of assets		(107)	(180)	(127)	(13)	(39)	–	(375)
Recognised in profit or loss in investment return
•	Realised gains and losses	–	(11)	–	–	–	–	150
•	Unrealised gains and losses	(175)	1	(7)	(95)	(43)	2	(364)
Interest accrued		(19)	–	1	–	(5)	9	205
At 31 December 2024		4,755	289	809	787	1,246	134	5,637

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16. Fair Value of Financial Assets and Liabilities continued

(e) Valuation techniques and the inputs used in the fair value measurement of level 3 assets

Investment funds

Investment funds classified as Level 3 are structured entities that operate under contractual arrangements which allow a group

of investors to invest in a pool of corporate loans without any one investor having overall control of the entity. The average

discount rate used is 8% (2024: 8%).

Illiquid public bonds, loans secured by commercial mortgages, long income real estate assets, infrastructure

loans and other loans

Debt and fixed income securities include illiquid public bonds which are classified as level 3 in the fair value hierarchy, as the

valuation includes the use of significant unobservable inputs. Illiquid public bonds and other level 3 investments including loans

secured by commercial mortgages, long income real estate, infrastructure loans and other loans are valued using a discounted

cash flow model. The contractual cash flows are discounted by a risk-free discount rate with additional spreads to allow

for credit and illiquidity risks. The additional spreads used in the discount rate are calculated using an internally developed

methodology, which takes into consideration the credit rating of each loan and refers to external market spread indices to

assess market movements in spreads and the impact of changes in credit ratings.

In determining the credit spreads for the valuation of residential ground rents, a market participant approach has been applied,

which requires consideration of the assumptions, including those about risk, that a market participant would make at the

balance sheet date for valuing such assets. At 31 December 2025, there continued to be significant uncertainty regarding the

outcome of the consultation to restrict residential ground rents and therefore the valuation of these investments continued to

include an adjustment to reflect this uncertainty with an expected increase in credit spread and consequential increase the

credit risk deduction for defaults. On 27 January 2026, the Government announced proposed reforms to existing residential

ground rents which included a fixed annual cap of £250 on existing residential ground rents which will transition to a

peppercorn amount after a period of 40 years. The announcement in January produced the new condition which was created

after the reporting date and is therefore considered a non-adjusting post balance sheet event. Please refer to Note 34 Post

Balance Sheet Events for details of the financial impact.

LTMs

Methodology and judgement underlying the calculation of LTMs

The valuation of LTMs is determined using internal models which project future cash flows expected to arise from each loan.

Future cash flows allow for assumptions relating to future expenses, future mortality experience, voluntary redemptions and

repayment shortfalls on redemption of the mortgages due to the NNEG. The fair value is calculated by discounting the future

cash flows at a swap rate plus a liquidity premium.

Under the NNEG, the amount recoverable on eligible termination of mortgages is capped at the net sale proceeds of the

property. A key judgement is with regard to the calculation approach used. The Black 76 variant of the Black-Scholes option

pricing model has been used in conjunction with an approach using best estimate future house price growth assumptions.

Cash flow models are used in the absence of a deep and liquid market for LTMs. The bulk sales of the portfolios of Just

LTMs in recent years represented market prices specific to the characteristics of the underlying portfolios of loans sold, in

particular: loan rates; loan-to-value ratios; and customer age. This was considered insufficient to affect the judgement of the

methodology and assumptions underlying the discounted cash flow approach used to value individual loans in the remaining

portfolio. The pricing of these portfolio sales did not indicate a bias in either direction and, as such, any suggestion that

the current valuation approach was inappropriate. The methodology and assumptions used would be reconsidered if any

information is obtained from future portfolio sales that is relevant and applicable to the remaining portfolio.

Principal assumptions underlying the calculation of LTMs

Principal assumptions underlying the calculation of LTMs include the items set out below. These assumptions are also used to

provide the expected cash flows from the LTMs which determine the yield on this asset. This yield is used for the purpose of

setting valuation discount rates on the liabilities supported, as described in note 22(b).

Maintenance expenses

Assumptions for future policy expense levels are based on the most recent expense analyses which has reflected expected

volumes of new business over the near term. The 2025 assumptions remain unchanged from 2024 except for inflation. The

assumed future expense levels incorporate an annual inflation rate allowance of 3.4% (2024: 3.7%).

Notes to the Consolidated Financial Statements continued

Financial Statements

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Mortality

Mortality assumptions have been derived with reference to England and Wales population mortality using an in-house

forecasting model of future mortality based on expert judgement of the impact of multiple drivers covering public health,

individual behaviours, healthcare funding constraints, medical treatment and future innovations in drug development and

technology (2024: CMI 2023). These base mortality and improvement tables have been adjusted to reflect the expected future

mortality experience of mortgage contract holders, taking into account the medical and lifestyle evidence collected during the

sales process and the assessment of how this experience will develop in the future. This assessment takes into consideration

relevant industry and population studies, published research materials and management’s own experience. The possible

impact of the COVID-19 pandemic on mortality assumptions has been considered and an allowance has been included for

the expected future direct and indirect impacts of this and wider UK mortality trends, updated from that which applied at

31 December 2024. Further details of the matters considered in relation to mortality assumptions at 31 December 2025 are

set out in note 22(b).

Property prices

The approach in place as at 31 December 2025, which is the same as at 31 December 2024, is to calculate the value of a

property by taking the latest Automated Valuation Model “AVM” result, or latest surveyor value if more recent, indexing this to

the balance sheet date using Nationwide UK house price indices and then making a further allowance for property dilapidation

since the last revaluation date.

The appropriateness of this valuation basis is regularly tested on the event of redemption of mortgages. The sensitivity of

LTMs to a fall in property prices is included in the table of sensitivities below.

Future residential property price

In the absence of a reliable long-term forward curve for UK residential property price inflation, an assumption has been made

about future residential property price inflation based upon available market and industry data. These assumptions have been

derived with reference to the long-term expectation of the UK consumer price index inflation metric, “CPI”, plus an allowance

for the expectation of house price growth above CPI (property risk premium) less a margin for a combination of risks including

property dilapidation and basis risk. An additional allowance is made for the volatility of future residential property prices. This

results in a single rate of future house price growth of 3.3% (2024: 3.3%), with a volatility assumption of 13% per annum (2024:

13%). The setting of these assumptions includes consideration of future long and short-term forecasts, historical experience,

benchmarking data, future uncertainties and a higher interest and inflation rate economic environment on the UK property

market. Changes in house price indices over the last 12 months have been slightly below our long-term expectations. At this

stage our view is that there is no clear indication of a change in the long-term prospects of the housing market. In light of

this, the future house price growth and property volatility assumptions have been maintained at the same level as assumed at

31 December 2024. The sensitivity of LTMs to changes in future residential property price growth is included in the table of

sensitivities below.

Voluntary redemptions

Assumptions for future voluntary redemption levels are based on recent experience analyses and management’s expert

judgement. The assumed redemption rate varies by factors such as product type, duration, issue age, loan amount, property

value together with assumptions around mortgage interest rates available in the wider mortgage market with base assumptions

varying between 0.2% and 4.4% for loans in JRL (2024: 0.5% and 3.7%) and between 0.1% and 6.0% for loans in Partnership

Life Assurance Company Limited (“PLACL”) (2024: 0.2% and 6.0%).

Liquidity premium

The liquidity premium partly reflects the illiquidity of the loan and also spreads the recognition of profit over the lifetime of the

loan. Once calculated, the liquidity premium remains unchanged at future valuations except when further advances are taken

out. The average liquidity premium for loans held within JRL is 3.1% (2024: 3.2%) and for loans held within PLACL is 3.3%

(2024: 3.3%), with changes reflecting the timing of originations across the in-force LTM portfolio.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

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16. Fair Value of Financial Assets and Liabilities continued

(f) Sensitivity analysis

The sensitivities disclosed in this note only consider the impact of the change in these assumptions on the fair value of the

assets. Some of these sensitivities would also impact the yield on assets and hence the valuation discount rate used to

determine the insurance contract liabilities. The impact on the value of insurance contract liabilities, assets backing such

liabilities and hence profit before tax is included in note 22(h).

Sensitivities are performed for reasonably possible alternative assumptions for unobservable inputs used in the valuation

model either as at the valuation date or from a suitable recent reporting period where appropriate to do so, that could give

rise to significant changes in the fair value of the assets. The estimated impact on fair value to changes to these inputs is as

follows:

			31 December	31 December
			2025	2024
Financial investments	Principal assumption 1	Sensitivity applied	£m	£m
Investment funds	credit spreads	+100bps	(10)	(11)
Debt securities and other fixed income securities	credit spreads	+100bps	(523)	(420)
Loans secured by commercial mortgages	credit spreads	+100bps	(31)	(27)
Long income real estate	credit spreads	+100bps	(129)	(114)
Infrastructure loans	credit spreads	+100bps	(55)	(87)
Other loans	credit spreads	scenario analysis	(37)	N/A
LTMs	Maintenance expenses	+10%	(6)	(5)
	Base mortality	-5%	(31)	(23)
	Mortality improvement	+10%	(2)	(3)
	Immediate property price fall 2	-10%	(151)	(88)
	Future residential property	-0.5%	(68)	(51)
	price growth
	Future residential property	+1%	(38)	(33)
	price volatility
	Voluntary redemptions	+10%	29	27
	Liquidity premium	+10bps	(48)	(46)

1 Sensitivities are determined by reference to the movement in credit spreads where the valuation models used to discount the expected cash flows using a

discount rate which includes a credit spread allowance associated with the asset.

2 Property sensitivity reflects the impact of basis updates.

The analysis has been prepared for a change in each variable with other assumptions remaining constant. In reality such an

occurrence is unlikely due to correlation between the assumptions and other factors. It should be noted that some of these

sensitivities are non-linear and larger or smaller impacts should not be simply interpolated or extrapolated from these results.

For example, the impact from a 5% fall in property prices would be slightly less than half of that disclosed in the table above.

Other limitations in the above sensitivity analysis include the use of hypothetical market movements to demonstrate potential

risk that only represents a view of reasonably possible near-term market changes that cannot be predicted with any certainty.

17. Deferred Tax Assets

	31 December	31 December
	2025	2024
	£m	£m
Transitional tax relief on adoption of IFRS 17	239	273
Tax losses and other	177	114
Total	416	387

The £239m (2024: £273m) deferred tax asset was recognised on adoption of IFRS 17 for transitional tax relief and is being

amortised over a period of ten years from 1 January 2023. Deferred tax assets are recognised only to the extent that it is

probable, that is to say more likely than not, that future taxable profit will be available against which the temporary differences

and losses can be utilised. The tax losses have no expiry date. The availability of future taxable profits is assessed by

reference to board approved business plans, including the release of CSM as services are provided.

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

179

The movement in the net deferred tax balance was as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Net balance at 1 January	387	406
Recognised in profit or loss	23	(24)
Recognised in other comprehensive income	1	1
Recognised in equity	5	4
Net balance at 31 December	416	387

The Group has gross unexpired tax losses and temporary differences on which no deferred tax is recognised of £57m (2024: £34m).

18. Cash and Cash Equivalents

	31 December	31 December
	2025	2024
	£m	£m
Cash available on demand	758	808
Units in liquidity funds	1,234	1,792
Cash and cash equivalents in the Consolidated statement of cash flows	1,992	2,600

Units in liquidity funds comprise wholly of units in funds which invest in very short dated liquid assets. However as they

do not meet the definition of Cash available on demand, liquidity funds are reported within financial investments (see note

15). Liquidity funds do however meet the definition of cash equivalents for the purposes of disclosure in the Consolidated

statement of cash flows.

19. Share Capital and Share Premium

The allotted, issued and fully paid ordinary share capital of Just Group plc is detailed below:

	Number of £0.10	Share capital	Share premium
	ordinary shares	£m	£m
At 1 January 2025	1,038,702,932	104	95
At 31 December 2025	1,038,702,932	104	95
At 1 January 2024	1,038,702,932	104	95
At 31 December 2024	1,038,702,932	104	95

The Company does not have a limited amount of authorised share capital.

20. Other Reserves

	31 December	31 December
	2025	2024
	£m	£m
Merger reserve	597	597
Reorganisation reserve	348	348
Revaluation reserve	1	1
Share held by trusts	(2)	(2)
Total	944	944

Reorganisation reserve represents the difference in the nominal value of the shares in the Company and the value of shares in

Just Retirement Group Holdings Limited for which they were exchanged as part of the Group reorganisation in November 2013.

The merger reserve is the result of a placing of 94,012,782 ordinary shares in 2019 and the acquisition of 100% of the equity of

Partnership Assurance Group plc in 2016. The placing was achieved by the Company acquiring 100% of the equity of a limited

company for consideration of the new ordinary shares issued. Merger relief under Section 612 of the Companies Act 2006

applied to both transactions.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

180

21. Tier 1 Notes

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
At 1 January	322	322
At 31 December	322	322

On 16 September 2021 the Group issued £325m 5.0% perpetual restricted Tier 1 contingent convertible notes, incurring issue

costs of £3m.

During the year, interest of £16m was paid to holders of the Tier 1 notes (2024: £16m). The Tier 1 notes bear interest on the

principal amount up to 30 September 2031 (the first reset date) at the rate of 5.0% per annum, and thereafter at a fixed rate

of interest reset on the first call date and on each fifth anniversary thereafter. Interest is payable on the Tier 1 notes semi-

annually in arrears on 30 March and 30 September each year.

The Group has the option to cancel the coupon payment at its discretion and cancellation of the coupon payment becomes

mandatory upon non-compliance with the solvency capital requirement or minimum capital requirement or where the Group

has insufficient distributable funds. Cancelled coupon payments do not accumulate or become payable at a later date and do

not constitute a default. In the event of non-compliance with specific solvency requirements, the conversion of the Tier 1 notes

into ordinary shares could be triggered.

The Tier 1 notes are treated as a separate category within equity and the coupon payments are recognised outside of the profit

after tax result and as a deduction directly from shareholders’ equity. Amounts reported in the Statement of changes in equity

are £12m (2024: £12m) after attributable tax.

22. Insurance Contracts and Related Reinsurance

	31 December	31 December
	2025	2024
	£m	£m
Gross insurance liabilities	31,386	27,753
Reinsurance contract assets	(2,055)	(2,067)
Reinsurance contract liabilities	125	94
Net reinsurance contracts	(1,930)	(1,973)
Net insurance liabilities	29,456	25,780

Insurance liabilities and reinsurance assets and liabilities include valuation of the estimate of the present value of future cash

flows, the risk adjustment for non-financial risk and the contractual service margin. A summary of the movement in insurance

liabilities and net reinsurance contracts is presented below.

		Year ended 31 December 2025			Year ended 31 December 2024
		Net			Net
	Gross	reinsurance	Net	Gross	reinsurance	Net
	£m	£m	£m	£m	£m	£m
Future cash flows	23,970	(838)	23,132	20,758	64	20,822
Risk adjustment	1,052	(732)	320	924	(592)	332
CSM	2,731	(403)	2,328	2,449	(490)	1,959
Net opening balance	27,753	(1,973)	25,780	24,131	(1,018)	23,113
CSM recognised for services provided	(197)	23	(174)	(177)	23	(154)
CSM accretion	117	(10)	107	113	(30)	83
Other movements in the CSM	127	178	305	346	94	440
Release from risk adjustment	(9)	6	(3)	(11)	4	(7)
Other movements in risk adjustment	214	(179)	35	139	(144)	(5)
Movements in future cash flows	3,381	25	3,406	3,212	(902)	2,310
Net closing balance	31,386	(1,930)	29,456	27,753	(1,973)	25,780
Future cash flows	27,351	(813)	26,538	23,970	(838)	23,132
Risk adjustment	1,257	(905)	352	1,052	(732)	320
CSM	2,778	(212)	2,566	2,731	(403)	2,328
Net closing balance	31,386	(1,930)	29,456	27,753	(1,973)	25,780

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

181

The detailed movements analysis of insurance liabilities and reinsurance assets and liabilities are presented in note 22(c) and

(d) respectively. The movements include the CSM split between contracts under the Fair Value Approach (“FVA”) and other

contracts, including those measured under the Fully Retrospective Approach (“FRA”) at transition to IFRS 17 and new contracts

issued thereafter.

(a) Terms and conditions of insurance and reinsurance contracts

Long-term insurance contracts include Defined Benefit and Guaranteed Income for Life products.

Reinsurance via longevity swap and quota share arrangements is used as an integral part of risk and capital management

of new and in-force business. Reinsurance also includes DB Partner (funded re) transactions. These are DB de-risking

transactions entered into alongside reinsurance partners. In such a transaction, a proportion of both the longevity and

investment risk is transferred to the reinsurer by transferring premium and associated assets.

During the year new business has been reinsured as follows:

• GIfL was reinsured using longevity swap reinsurance at 90%.

• DB was reinsured using longevity swap reinsurance at c.90% for future cash flows excluding tax free cash.

• No DB partner transactions took place.

Reinsurance is subject to collateral arrangements in order to mitigate credit risk as described in note 27(c)(iii).

(b) Measurement of insurance contracts

(i) Estimates of future cash flows

In estimating future cash flows, all reasonable and supportable information that is available without undue cost or effort is

incorporated, in an unbiased way, at the reporting date. This information includes both internal and external historical data

about claims and other experience, updated to reflect current expectations of future events. When estimating future cash

flows, current expectations of future events that might affect those cash flows are taken into account.

(ii) Mortality assumptions

Mortality assumptions have been set by reference to appropriate standard mortality tables, adjusted to reflect the future

mortality experience of policyholders, medical and lifestyle evidence and view on future experience development. This

assessment takes into consideration relevant industry and population studies, published research materials, and management’s

own industry experience.

Last year, an explicit allowance was added to the CMI 2023 mortality model to reflect the emerging evidence of the future

impacts of COVID infections and continuing and likely long-lasting disruption to healthcare services. In this year, the scope

has been extended to consider future mortality and mortality improvements in totality, investigating the likely impact of future

mortality drivers in the domains of Public Health, Individual Behaviours, Health & Social Care Funding, Medical Advances and

Future Developments in Technology. This research has involved longevity experts from different disciplines inside and outside

the Group.

In addition, following research on the importance of historical smoking patterns and the treatment of circulatory disease

to long-term differences in mortality rates and mortality improvements by gender, the same pattern of long-term mortality

improvement assumptions are now used for men and women. The long-term mortality improvement rates are 1.25% p.a. at

2050, trending to 1.5% p.a. for 2060+ up to age 85, and then tapering to zero by age 110. This aligns with the definition of long-

term used by the Office for National Statistics, namely 25 years.

The resulting 2025 mortality basis, derived using an expert-led mortality driver model, is equivalent across key ages to the CMI

2024 mortality model with default parameters and long-term mortality improvement assumptions of 1.5% for men and 1.25% for

women. (2024: CMI 2023 model with period smoothing parameter (Sk) set to 7.0, addition to initial rates (“A”) parameter set to

0%, 0% weighting to 2020-2023 mortality experience, long-term mortality improvement rates of 1.5% for males and 1.25% for

females, all other parameters set to defaults; together with additional explicit mortality uplifts of +2.8% over 2025-2027, +2.3%

over 2028-37 and +1.4% over 2038-54).

For 31 December 2025, projected mortality rates are lower (versus 31 December 2024) in the short term, and higher in the

long term. An age-standardised mortality rate for the population of England & Wales aged 50-89 for calendar year 2025 is 1.8%

lower; for calendar year 2035 it is 2.0% lower; and for 2045 it is 1.1% higher.

There has been no significant change to overall life expectancies. Cohort life expectancies for the population of England &

Wales as at 31 December 2025 would be 19.8 years for men aged 65 (2024: 19.8 years) and 22.4 years for women aged 65

(2024: 22.4 years).

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

182

22. Insurance Contracts and Related Reinsurance Continued

(b) Measurement of insurance contracts continued

(ii) Mortality assumptions continued

The standard tables which underpin the mortality assumptions are summarised in the table below.

Product group	Entity	2025	2024
Individually underwritten	JRL, PLACL	Modified E and W Population 2024 mortality	Modified E and W Population mortality, with
Guaranteed Income for Life		experience, with mortality improvements	CMI 2023 model mortality improvements
Solutions		based on expert-led mortality driver model
Defined Benefit	JRL	Modified E and W Population 2024 mortality	Modified E and W Population mortality, with CMI
		experience, with mortality improvements	2023 model mortality improvements. Medically
		based on expert-led mortality driver model.	underwritten: Reinsurer supplied tables
		Medically underwritten unchanged from 2024	underpinned by the Self-Administered Pension
			Scheme (“SAPS”) S1 tables, with modified
			CMI 2009 model mortality improvements for
			medically underwritten business
Defined Benefit	PLACL	Modified E and W Population 2024 mortality	Modified E and W Population mortality, with
		experience, with mortality improvements	CMI 2023 model mortality improvements
		based on expert-led mortality driver model
Care Plans and other annuity	PLACL	Modified PCMA/PCFA or modified E and W	Modified PCMA/PCFA or modified E and W
products		Population 2024 mortality experience, with	Population mortality with CMI 2023 model
		mortality improvements based on expert-led	mortality improvements
		mortality driver model
Protection	PLACL	Unchanged from 2024	TM/TF00 Select

Further to research on the importance of historical smoking patterns and the treatment of circulatory disease to long-term

differences in mortality rates and mortality improvements by gender, the same pattern of long-term mortality improvement

assumptions are now used for men and women. The long-term mortality improvement rates are 1.25% p.a. at 2050, trending to

1.5% p.a. for 2060+ up to age 85, and then tapering to zero by age 110. This aligns with the definition of long-term used by the

Office for National Statistics, namely 25 years. For reference, the 2024 long-term mortality improvement assumptions with the

CMI 2023 mortality model were 1.5% p.a. for men and 1.25% p.a. for women, with the same tapering pattern by age.

(iii) Discount rates

Discount rates at the inception of each contract are based on the yields within a hypothetical reference portfolio of assets

which the Group expects to acquire to back the portfolio of new insurance liabilities (the “target portfolio”). At each period end,

the discount rate is based upon the actual asset portfolio backing the net of reinsurance future cash flows and risk adjustment

and is adjusted in respect of new contracts incepting in the period to allow for a period of transition from the actual asset

holdings to the target portfolio where necessary. This is expected to be 12 months from the period close, but may be longer

depending on the speed and volume of asset originations together with any delay in the sale of assets transferred in species,

if applicable.

All cash flows are discounted using investment yield curves adjusted to allow for expected and unexpected credit risk. For

non-LTM assets, this adjustment is comprised of an element based upon historic default experience and an element based

upon current spread levels where both elements are relevant to the asset in question. The yields on LTM assets are derived

using the assumptions described in note 16 with an additional reduction to the future house price growth rate of 50bps in all

periods reported. The yields on residential ground rents are derived using the assumptions described in note 16(d)(iv) in light

of the ongoing uncertainty.

The overall reduction in yield to allow for the risk of defaults from all non-LTMs and the adjustment from LTMs, which included

a combination of the NNEG and the additional reduction to future house price growth rate, were 58bps for JRL (2024: 56bps)

and 78bps for PLACL (2024: 96bps).

The tables below set out rates at certain points on the yield curves used to discount the future cash flows and risk adjustment

reserves as at each period end together with the weighted average discount rates applied to the new business cohorts for

the principal insurance product lines. The discount rates used for the gross insurance and reinsurance contracts at the period

end date are consistent, having been based on a single investment portfolio for each legal entity. As such only the rates for

underlying business are presented below. The discount rates used for locking-in the CSM for the new business cohort are

based on the interest rates applicable on the date of recognition for underlying business. Equivalent locked-in reinsurance

discount rates vary by reinsurer but are based upon the same underlying reference portfolios as for gross insurance business

so will only differ due to any difference in recognition date. Discount rates have been determined in aggregate and not

separately by profitability groupings.

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

183

Discount rate – insurance contracts JRL

		31 December 2025			31 December 2024
	Valuation			Valuation
	rate at	New business cohort		rate at	New business cohort
	31 December	(locked-in rates)		31 December	(locked-in rates)
	All products	GIfL	DB	All products	GIfL	DB
1 year	5.5%	6.3%	6.0%	6.6%	6.4%	6.2%
5 year	5.6%	6.3%	6.1%	6.2%	6.1%	5.9%
10 year	6.0%	6.6%	6.5%	6.2%	6.1%	6.0%
20 year	6.5%	6.8%	6.8%	6.4%	6.2%	6.2%
30 year	6.5%	6.5%	6.5%	6.4%	5.9%	5.8%

Discount rate – insurance contracts PLACL

	Valuation rate		Valuation rate
	at 31 December 2025		at 31 December 2024
	GIfL/DB	Care	GIfL/DB	Care
1 year	5.1%	4.3%	6.6%	5.1%
5 year	5.2%	4.4%	6.2%	4.6%
10 year	5.6%	4.8%	6.2%	4.7%
20 year	6.1%	5.3%	6.4%	4.9%
30 year	6.2%	5.4%	6.4%	4.8%

(iv) Inflation

Assumptions for annuity escalation are required for RPI, CPI and LPI index-linked liabilities, the majority of which are within the

Defined Benefit business. The inflation curve assumed in each case is that which is implied by market swap rates, using a mark

to model basis for LPI inflation, taking into account any escalation caps and/or floors applicable.

For the purposes of calculating movements in the CSM relating to each group of contracts, for JRL separate weighted average

inflation curves for each index are calculated and locked-in for each annual cohort. The inflation curves from each day are

weighted by the business volumes completed on that day to which that inflation variant applies.

(v) Future expenses

Assumptions for future costs of maintaining policies are set with reference to analysis of the existing expense base and actual

fees payable under the contracts for those services outsourced. The 2025 assumptions remain unchanged from 2024 except

for inflation. The assumptions cover both the direct and indirect costs of maintaining policies. The JRL GIfL maintenance expense

assumption used was £29.49 per plan (2024: £29.05), and the JRL DB maintenance assumption used was £71.83 per scheme

member (2024: £71.14). The PLACL GIfL maintenance expense assumption used was £41.92 per plan (2024: £40.42), and the PLACL

DB maintenance assumption used was £124.17 per scheme member (2024: £119.74).

Assumptions for future policy expense levels are determined from the most recent expense analyses and incorporate an

annual inflation rate allowance of 3.4% (2024: 3.7%) derived from the expected RPI and CPI implied by inflation swap rates and

an additional allowance for earnings inflation. The annual inflation rate allowance is regarded as a financial assumption and

therefore all changes in expense inflation rates are recognised immediately within net investment result.

(vi) Risk adjustment

The future cash flows represent the present value of future net cash outflows to settle claims and expenses quantified at the

50th percentile confidence interval. The risk adjustment for non-financial risk is determined using a value at risk technique

and reflects the compensation required for bearing longevity, expense, and insurance-contract specific operational risks,

consistent with the primary life underwriting risks allowed for in Solvency II reporting. The risk adjustment represents an

additional reserve held that increases the ultimate time horizon confidence interval up to the 70th percentile and amounts to

£0.4bn (2024 £0.3bn) net of reinsurance. The confidence level is targeted on a net of reinsurance basis as this reflects how

insurance risk is managed. Based upon the annual risk adjustment calibration exercise, a 5% increase in the ultimate run-off

confidence interval would increase the net of reinsurance risk adjustment by c£0.1bn (2024: c£0.1bn).

The risk adjustment is calibrated using the probability distributions of the future cash flows on a one-year time horizon as used

within the respective JRL and PLACL internal models for Solvency II reporting for non-financial risks, which are then converted

to ultimate horizon distributions in order to determine stress parameters at the target percentile. At the point of calibration, this

calibration represents an approximately one-in-ten year stress on a one-year basis. The calibration is carried out on an annual

basis ahead of the financial reporting year end, therefore the actual confidence interval as at the valuation date may differ

slightly, for example, due to economic movements in the intervening period.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

184

22. Insurance Contracts and Related Reinsurance continued

(b) Measurement of insurance contracts continued

(vi) Risk adjustment continued

The Group’s IFRS risk adjustment for non-financial risk is considered by management to provide an economic view of the

profitability of new business and is therefore set with reference to that used for pricing purposes and the basis used within the

new business profits KPI.

The reinsurance risk adjustment represents the amount of risk being transferred by the holder of the reinsurance contract

to the issuer of that contract. Reinsurance contracts held by the Group transfer longevity risk proportional to the underlying

insurance contract. Consequently, the same risk adjustment stresses for this non-financial risk are applied to both gross and

reinsurance contracts to determine the respective risk adjustment for each. Expense and operational risks are not transferred

to reinsurers as part of the reinsurance contract held by the Group and hence there are no stresses applied for these in the

reinsurance risk adjustment. Allowance is made for diversification between risks within legal entities, but not between the

different legal entities within the Group.

(i) Insurance contracts analysis of remaining coverage

			Liability for
			remaining	Incurred
			coverage	claims	Total
Year ended 31 December 2025		Note	£m	£m	£m
Opening insurance contract liabilities balance			27, 849	(96)	27,753
Changes in the statement of comprehensive income
Insurance revenue
•	Contracts under the fully retrospective transition approach
	and General measurement model applied since inception		(764)	–	(764)
•	Contracts under the fair value transition approach		(1,309)	–	(1,309)
		3(a)	(2,073)	–	(2,073)
Insurance service expenses
Incurred claims and directly attributable expenses			–	1,826	1,826
Amortisation of insurance acquisition cash flows			44	–	44
		3(b)	44	1,826	1,870
Insurance service result			(2,029)	1,826	(203)
Investment component			(341)	341	–
Net finance expenses from insurance contracts		4(b)	1,765	–	1,765
Exchange rate movements			32	–	32
Total change in the statement of comprehensive income			(573)	2,167	1,594
Cash flows
Premiums received		2	4,399	–	4,399
Claims and other insurance service expenses paid, including investment components			–	(2,181)	(2,181)
Insurance acquisition cash flows		3(b)	(179)	–	(179)
Total cash flows			4,220	(2,181)	2,039
Closing insurance contract liabilities balance			31,496	(110)	31,386

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

185

			Liability for
			remaining	Incurred
			coverage	Claims	Total
Year ended 31 December 2024		Note	£m	£m	£m
Opening insurance contract liabilities balance			24,208	(77)	24,131
Changes in the statement of comprehensive income
Insurance revenue
•	Contracts under the fully retrospective transition approach and General
	measurement model applied since inception		(512)	–	(512)
•	Contracts under the fair value transition approach		(1,297)	–	(1,297)
		3(a)	(1,809)	–	(1,809)
Insurance service expenses
Incurred claims and directly attributable expenses			–	1,589	1,589
Amortisation of insurance acquisition cash flows			32	–	32
		3(b)	32	1,589	1,621
Insurance service result			(1,777)	1,589	(188)
Investment component			(296)	296	–
Net finance income from insurance contracts		4(b)	(480)	–	(480)
Exchange rate movements			(4)	–	(4)
Total change in the statement of comprehensive income			(2,557)	1,885	(672)
Cash flows
Premiums received		2	6,413	–	6,413
Claims and other insurance service expenses paid, including investment components			–	(1,904)	(1,904)
Insurance acquisition cash flows		3(b)	(215)	–	(215)
Total cash flows			6,198	(1,904)	4,294
Closing insurance contract liabilities balance			27,849	(96)	27,753

The amount of insurance contract liabilities that relates to annuity payments due in the year “liability for incurred claims” is

reported separately from the amounts related to future periods “Liability for remaining coverage” in the table above. This

balance includes guarantee period payments due in future years (together with related CSM) regardless of whether or not the

guarantees have crystallised.

Payments of annuities made before due dates, for example on the final working day of the month, are shown as a reduction to

insurance contract liabilities (within the liability of incurred claims).

There were no material loss components in the Group during the year.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

186

22. Insurance Contracts and Related Reinsurance continued

(ii) Insurance contracts analysed by measurement component

		Estimate of	Risk
		present value	adjustment for
		of future cash	non-financial
Year ended 31 December 2025	Note	flows £m	risk £m	CSM £m	Total £m
Opening insurance contract liabilities balance		23,970	1,052	2,731	27,753
Changes in the statement of comprehensive income
Changes that relate to current service
CSM recognised for service provided	3(a)	–	–	(197)	(197)
Change in risk adjustment for non-financial risk for risk expired	3(a)	–	(9)	–	(9)
Experience adjustments	3	3	–	–	3
Changes that relate to future service
Contracts initially recognised in the year		(402)	169	233	–
Changes in estimates that adjust the CSM		83	23	(106)	–
Insurance service result	3	(316)	183	(70)	(203)
Net finance expenses from insurance contracts	4(b)	1,626	22	117	1,765
Exchange rate movement		32	–	–	32
Total change in the statement of comprehensive income		1,342	205	47	1,594
Cash flows
Premiums received	2	4,399	–	–	4,399
Claims and other insurance service expenses paid, including investment components		(2,181)	–	–	(2,181)
Insurance acquisition cash flows	3(b)	(179)	–	–	(179)
Total cash flows		2,039	–	–	2,039
Closing insurance contract liabilities balance		27,351	1,257	2,778	31,386

Notes to the Consolidated Financial Statements continued

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		Estimate of	Risk
		present value	adjustment for
		of future cash	non-financial
Year ended 31 December 2024	Note	flows £m	risk £m	Csm £m	Total £m
Opening insurance contract liabilities balance		20,758	924	2,449	24,131
Changes in the statement of comprehensive income
Changes that relate to current service
CSM recognised for service provided	3(a)	–	–	(177)	(177)
Change in risk adjustment for non-financial risk for risk expired	3(a)	–	(11)	–	(11)
Experience adjustments	3	–	–	–	–
Changes that relate to future service
Contracts initially recognised in the year		(728)	290	438	–
Changes in estimates that adjust the CSM		72	20	(92)	–
Insurance service result	3	(656)	299	169	(188)
Net finance income from insurance contracts	4(b)	(422)	(171)	113	(480)
Exchange rate movement		(4)	–	–	(4)
Total change in the statement of comprehensive income		(1,082)	128	282	(672)
Cash flows
Premiums received	2	6,413	–	–	6,413
Claims and other insurance service expenses paid, including investment components		(1,904)	–	–	(1,904)
Insurance acquisition cash flows	3(b)	(215)	–	–	(215)
Total cash flows		4,294	–	–	4,294
Closing insurance contract liabilities balance		23,970	1,052	2,731	27,753

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22. Insurance Contracts and Related Reinsurance continued

(iii) Disclosure of movement in CSM by IFRS 17 Transitional approach

Below is the CSM movement split by Fair Value Approach (“FVA”) on transition to IFRS 17 and other contracts.

		Year ended 31 December 2025			Year ended 31 December 2024
	Contracts	Other		Contracts	Other
	under FVA	contracts	Total CSM	under FVA	contracts	Total CSM
	£m	£m	£m	£m	£m	£m
Opening insurance contract liabilities balance	1,400	1,331	2,731	1,437	1,012	2,449
Changes in the statement of comprehensive income
Changes that relate to current service
CSM recognised for service provided	(112)	(85)	(197)	(108)	(69)	(177)
Changes that relate to future service
Contracts initially recognised in the period	–	233	233	–	438	438
Changes in estimates that adjust the CSM	12	(118)	(106)	27	(119)	(92)
Insurance service result	(100)	30	(70)	(81)	250	169
Net finance expenses from insurance contracts	41	76	117	44	69	113
Total change in the statement
of comprehensive income	(59)	106	47	(37)	319	282
Closing insurance contract liabilities balance	1,341	1,437	2,778	1,400	1,331	2,731

CSM recognised in the period is discussed in note 3.

The value of contracts initially recognised in the year is presented in note 22(e).

Changes in estimates that adjust the CSM represent changes in projected future years cash flows that arise from experience

in the period and non-economic assumption changes, measured at locked-in discount rates. This movement in the CSM is

directionally opposite to the movement in the projected future cash flows.

In the current year the change in present value of future cash flows mainly reflect increases due to updates to demographic

assumptions for longevity and expenses. The risk adjustment impact reflects recalibration of the associated stress parameters.

Please refer to Business Review for details.

Increase in accretion of CSM is due to the addition of another cohort of new business and the upwards shape of the yield

curves for prior year cohorts.

Notes to the Consolidated Financial Statements continued

Financial Statements

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(d) Movements analysis – reinsurance contracts

(i) Reinsurance contracts analysis of remaining coverage

		Remaining	Incurred
		coverage	claims	Total
Year ended 31 December 2025	Note	£m	£m	£m
Opening reinsurance contract asset		2,059	8	2,067
Opening reinsurance contract liability		(70)	(24)	(94)
Net opening balance		1,989	(16)	1,973
Changes in the statement of comprehensive income
Reinsurance expenses		(1,291)	–	(1,291)
Claims recovered		–	1,258	1,258
Net expenses from reinsurance contracts	3(c)	(1,291)	1,258	(33)
Investment component		–	–	–
Net finance income from reinsurance contracts	4(c)	65	–	65
Total change in the statement of comprehensive income		(1,226)	1,258	32
Cash flows
Premiums paid		1,174	–	1,174
Claims received		–	(1,249)	(1,249)
Total cash flows		1,174	(1,249)	(75)
Closing reinsurance contract asset		2,046	9	2,055
Closing reinsurance contract liability		(109)	(16)	(125)
Net closing balance		1,937	(7)	1,930

		Remaining	Incurred
		coverage	claims	Total
Year ended 31 December 2024	Note	£m	£m	£m
Opening reinsurance contract asset		1,136	7	1,143
Opening reinsurance contract liability		(34)	(91)	(125)
Net opening balance		1,102	(84)	1,018
Changes in the statement of comprehensive income
Reinsurance expenses		(1,035)	–	(1,035)
Claims recovered		–	996	996
Net expenses from reinsurance contracts	3(c)	(1,035)	996	(39)
Investment component		(2)	2	–
Net finance expenses from reinsurance contracts	4(c)	(52)	–	(52)
Total change in the statement of comprehensive income		(1,089)	998	(91)
Cash flows
Premiums paid		1,976	–	1,976
Claims received		–	(930)	(930)
Total cash flows		1,976	(930)	1,046
Closing reinsurance contract asset		2,059	8	2,067
Closing reinsurance contract liability		(70)	(24)	(94)
Net closing balance		1,989	(16)	1,973

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22. Insurance Contracts and Related Reinsurance continued

(d) Movements analysis – reinsurance contracts continued

(i) Reinsurance contracts analysis of remaining coverage continued

Within the table above, the value of the fixed legs of longevity swaps are presented as Reinsurance expenses and Premiums

paid, and the value of the floated legs of longevity swaps are presented as Claims recovered and Claims received.

Premiums paid mainly represented new longevity swap premiums of £1,174m (2024: £1,013m in relation to DB partner

(funded re) and £963m in relation to longevity swap premiums).

(ii) Reinsurance contracts analysed by measurement component

		Estimate of	Risk
		present value	adjustment for
		of future cash	non-financial
		flows	risk	CSM	Total
Year ended 31 December 2025	Note	£m	£m	£m	£m
Opening reinsurance contract asset		1,802	128	137	2,067
Opening reinsurance contract liability		(964)	604	266	(94)
Net opening balance		838	732	403	1,973
Changes in the statement of comprehensive income
Changes that relate to current service
CSM recognised for service received	3(c)	–	–	(23)	(23)
Change in risk adjustment for non-financial risk for risk expired	3(c)	–	(6)	–	(6)
Experience adjustments	3(c)	(4)	–	–	(4)
Changes that relate to future service				–
Contracts initially recognised in the year		(123)	147	(24)	–
Change in estimates that adjust the CSM		76	78	(154)	–
Net expenses from reinsurance contracts	3(c)	(51)	219	(201)	(33)
Net finance income from reinsurance contracts	4(c)	101	(46)	10	65
Total change in the statement of comprehensive income		50	173	(191)	32
Cash flows
Premiums paid		1,174	–	–	1,174
Claims received		(1,249)	–	–	(1,249)
Total cash flows		(75)	–	–	(75)
Closing reinsurance contract asset		1,757	136	162	2,055
Closing reinsurance contract liability		(944)	769	50	(125)
Net closing balance		813	905	212	1,930

Notes to the Consolidated Financial Statements continued

Financial Statements

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		Estimate of	Risk
		present value	adjustment for
		of future cash	non-financial
		flows	risk	CSM	Total
Year ended 31 December 2024	Note	£m	£m	£m	£m
Opening reinsurance contract asset		937	106	100	1,143
Opening reinsurance contract liability		(1,001)	486	390	(125)
Net opening balance		(64)	592	490	1,018
Changes in the statement of comprehensive income
Changes that relate to current service
CSM recognised for service received	3(c)	–	–	(23)	(23)
Change in risk adjustment for non-financial risk for risk expired	3(c)	–	(4)	–	(4)
Experience adjustments	3(c)	(12)	–	–	(12)
Changes that relate to future service
Contracts initially recognised in the year		(208)	232	(24)	–
Change in estimates that adjust the CSM		(2)	72	(70)	–
Net expenses from reinsurance contracts	3(c)	(222)	300	(117)	(39)
Net finance expenses from reinsurance contracts	4(c)	78	(160)	30	(52)
Total change in the statement of comprehensive income		(144)	140	(87)	(91)
Cash flows
Premiums paid		1,976	–	–	1,976
Claims received		(930)	–	–	(930)
Total cash flows		1,046	–	–	1,046
Closing reinsurance contract asset		1,802	128	137	2,067
Closing reinsurance contract liability		(964)	604	266	(94)
Net closing balance		838	732	403	1,973

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22. Insurance Contracts and Related Reinsurance Continued

(d) Movements analysis – reinsurance contracts continued

(iii) Disclosure of movement in CSM by IFRS 17 Transitional approach

Below is the CSM movement split by Fair Value Approach (“FVA”) on transition to IFRS 17 and other contracts.

		Year ended 31 December 2025			Year ended 31 December 2024
	Contracts	Other		Contracts	Other
	under FVA	contracts	Total CSM	under FVA	contracts	Total CSM
	£m	£m	£m	£m	£m	£m
Opening reinsurance contract asset	86	51	137	68	32	100
Opening reinsurance contract liability	181	85	266	203	187	390
Net opening balance	267	136	403	271	219	490
Changes in the statement of comprehensive income
Changes that relate to current service
CSM recognised for service received	(20)	(3)	(23)	(18)	(5)	(23)
Changes that relate to future service			–
Contracts initially recognised in the period	–	(24)	(24)	–	(24)	(24)
Change in estimates that adjust the CSM	(41)	(113)	(154)	(3)	(67)	(70)
Net expenses from reinsurance contracts	(61)	(140)	(201)	(21)	(96)	(117)
Net finance income from reinsurance contracts	7	3	10	17	13	30
Total change in the statement of comprehensive income	(54)	(137)	(191)	(4)	(83)	(87)
Closing reinsurance contract asset	122	40	162	86	51	137
Closing reinsurance contract liability	91	(41)	50	181	85	266
Net closing balance	213	(1)	212	267	136	403

The value of contracts initially recognised in the year are explained in note 22(e).

The change in estimates that adjust the CSM recognised in the estimate of present value of future cash flows and risk

adjustment in 2025 of £76m (2024: £(2)m) and £78m (2024: £72m) respectively represent the reinsurers’ share of the

equivalent gross changes of £83m (2024: £72m) and £23m (2024: £20m) respectively explained in note 22(c)(ii).

(e) New insurance contracts issued and reinsurance contracts held

The tables below present the CSM at point of inception of new contracts sold in the year together with CSM for the related

reinsurance:

		Year ended	Year ended
		31 December	31 December
	Note	2025 £m	2024 £m
Insurance contracts issued
Insurance acquisition cash flows	3(b)	(179)	(215)
Estimate of present value of future cash outflows		(3,760)	(5,466)
Estimate of present value of future cash inflows		4,341	6,409
Estimates of net present value of cash flows		402	728
Risk adjustment		(169)	(290)
Contractual service margin		233	438

The amount recognised in the CSM represents the value of new business acquired in the period valued based on point of sale

economic and non-economic assumptions. The estimate of present value of future cash outflows of £3,760m (2024: £5,466m)

represents the present value of claims and maintenance expenses quantified at the discount rates applicable at date of

inception of contracts. The expense loading is determined based on incremental marginal costs including overheads that are

attributable to the new contracts signed in the current period and does not include costs which have been previously allocated

to existing contracts in prior years.

Notes to the Consolidated Financial Statements continued

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	Year ended 31 December 2025			Year ended 31 December 2024
	Originated	Originated		Originated	Originated
	With a	with a		With a	With a
	positive	negative		positive	negative
	CSM	CSM	Total	CSM	CSM	Total
	£m	£m	£m	£m	£m	£m
Reinsurance contracts ceded
Estimate of present value of future cash outflows	(85)	(38)	(123)	(55)	(153)	(208)
Risk adjustment	114	33	147	104	128	232
Contractual service margin	29	(5)	24	49	(25)	24

(f) Contractual service margin run-off

The following represents the current view of the run-off of the CSM after allowing for accretion.

	Insurance
	contract	Net
	liability	reinsurance	Net
31 December 2025	£m	£m	£m
Within 1 year	91	(14)	77
1–2 years	98	(14)	84
2–3 years	101	(14)	87
3–4 years	101	(13)	88
4–5 years	103	(13)	90
5–10 years	503	(60)	443
10–20 years	834	(76)	758
20–30 years	553	(18)	535
Over 30 years	394	10	404
Total	2,778	(212)	2,566

	Insurance
	contract	Net
	liability	reinsurance	Net
31 December 2024	£m	£m	£m
Within 1 year	86	(15)	71
1–2 years	89	(15)	74
2–3 years	93	(15)	78
3–4 years	98	(15)	83
4–5 years	97	(15)	82
5–10 years	482	(78)	404
10–20 years	825	(137)	688
20–30 years	556	(79)	477
Over 30 years	405	(34)	371
Total	2,731	(403)	2,328

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22. Insurance Contracts and Related Reinsurance continued

(g) Estimated timing of net cash outflows from insurance contract liabilities

The following table shows the insurance contract balances analysed by duration. The total balances are split by duration of

payments in proportion to the policy cash flows estimated to arise during the year, measured as the expected undiscounted

net cash flows.

	Insurance	Reinsurance	Reinsurance
	contract	contract	contract
	liability	assets	liabilities	Net
31 December 2025	£m	£m	£m	£m
Less than 1 year	2,296	(136)	30	2,190
1–2 years	2,282	(139)	31	2,174
2–3 years	2,275	(141)	31	2,165
3–4 years	2,266	(143)	32	2,155
4–5 years	2,258	(145)	32	2,145
5–10 years	10,980	(728)	144	10,396
10–20 years	18,960	(1,316)	161	17, 805
20–30 years	12,699	(911)	(125)	11,663
Over 30 years	9,997	(685)	(1,022)	8,290
Total value (undiscounted)	64,013	(4,344)	(686)	58,983
Carrying value (discounted)	28,686	(1,884)	160	26,962

	Insurance	Reinsurance	Reinsurance
	contract	contract	contract
	liability	assets	liabilities	Net
31 December 2024	£m	£m	£m	£m
Less than 1 year	2,051	(133)	29	1,947
1–2 years	2,044	(135)	31	1,940
2–3 years	2,037	(138)	33	1,932
3–4 years	2,027	(140)	34	1,921
4–5 years	2,016	(142)	36	1,910
5–10 years	9,790	(724)	190	9,256
10–20 years	16,900	(1,368)	324	15,856
20–30 years	11,272	(1,000)	(40)	10,232
Over 30 years	8,456	(755)	(537)	7,164
Total value (undiscounted)	56,593	(4,535)	100	52,158
Carrying value (discounted)	25,166	(1,922)	337	23,581

The tables above present the timing and amount of expected future cash flows excluding both current insurance related

accruals and prepayments, and the CSM release as presented in note 22(f). Contractual amounts payable on demand include

amounts that DB scheme members may transfer out in the deferred phase prior to retirement of £5,551m as at 31 December 2025

(31 December 2024: £4,335m).

Notes to the Consolidated Financial Statements continued

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(h) Sensitivity analysis

The estimated impact on fulfilment cash flows (“FCF”), contractual service margin (“CSM”) and profit or loss (“P&L”) for the

year in relation to insurance contracts and related reinsurance from reasonably possible changes in key assumptions relating

to financial assets and to liabilities has been estimated. The sensitivities capture the liability impacts arising from the impact

on the yields of the assets backing liabilities in each sensitivity. The impact of changes in the value of assets and liabilities has

been shown separately to aid the comparison with the change in value of assets for the relevant sensitivities in note 16.

The sensitivity factors are applied via financial models either from a suitable recent reporting period or as at the valuation date

where appropriate to do so. The impact of these sensitivities on IFRS net equity is the impact on profit before tax as set out in

the table below less tax at the current tax rate.

Sensitivity factor 1,2,3	Description of sensitivity factor applied
Interest rate and investment return	The impact of a change in the market interest rates by +/- 1% (e.g. if a current interest rate is 5%, the
	impact of an immediate change to 4% and 6% respectively). The test consistently allows for similar
	changes to both assets and liabilities
Expenses	The impact of an increase in maintenance expenses by 10%
Base mortality rates	The impact of a decrease in base table mortality rates by 5% applied to both Retirement Income
	liabilities and LTMs 4
Mortality improvement rates	The impact of a level increase in mortality improvement rates of 10% for both Retirement Income
	liabilities and LTMs 1 . This sensitivity applies a multiplicative adjustment to the improvement rates
Immediate property price fall	The impact of an immediate decrease in the value of properties on LTMs 4 by 10%
Future residential property price	The impact of a reduction in future residential property price growth on LTMs 4 by 0.5%
growth
Future residential property price	The impact of an increase in future residential property price volatility on LTMs 4 by 1%
volatility
Voluntary redemptions	The impact of an increase in voluntary redemption rates on LTMs 4 by 10%
Credit defaults	The impact of an increase in the credit default assumption of 10bps

1 The analysis has been prepared for a change in each variable with other assumptions remaining constant. In reality, such an occurrence is unlikely, due to

correlation between the assumptions and other factors.

2 It should also be noted that these sensitivities are non-linear, and larger or smaller impacts cannot necessarily be interpolated or extrapolated from these

results. The extent of non-linearity grows as the severity of any sensitivity is increased. For example, in the specific scenario of property price falls, the impact

on IFRS profit before tax from a 5% fall in property prices would be slightly less than half of that disclosed in the table above. Furthermore, in the specific

scenario of a mortality reduction, a smaller fall in fulfilment cash flows than disclosed in the table above or a similar increase in mortality may be expected to

result in broadly linear impacts. However, it becomes less appropriate to extrapolate the expected impact for more severe scenarios.

3 The sensitivity factors take into consideration that assets and liabilities are actively managed and may vary at the time that any actual market movement occurs.

The sensitivities above cover the changes on all assets and liabilities from the given stress. Parameters that have had limited sensitivity both historically and

currently are not included, such as inflation for which the risk is substantially hedged.

4 Including the impact from NNEG hedges.

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22. Insurance Contracts and Related Reinsurance continued

Impact of sensitivities

		Insurance	Reinsurance	Net insurance
		contract	contracts (net)	contract	Valuation of	Net impact on
		liabilities	held	liabilities	assets	profit before
		Liability	Asset	Liability	Asset	tax
		decrease/	increase/	decrease/	increase/	Profit increase/
		(increase)	(decrease)	(increase)	(decrease)	(decrease) 2
31 December 2025		£m	£m	£m	£m	£m
Interest rate and investments + 1%	FCF	2,538	(205)	2,333	–	–
	CSM	–	–	–	–	–
	P&L	2,538	(205)	2,333	(2,315)	18
Interest rate and investments -1%	FCF	(3,032)	255	(2,777)	–	–
	CSM	–	–	–	–	–
	P&L	(3,032)	255	(2,777)	2,761	(16)
Maintenance expenses +10%	FCF	(43)	–	(43)	–	–
	CSM	43	–	43	–	–
	P&L	–	–	–	(6)	(6)
Decrease in base mortality by 5%	FCF	(387)	262	(125)	–	–
	CSM	571	(433)	138	–	–
	P&L	184	(171)	13	(30)	(17)
Mortality improvements rates +10%	FCF	(173)	116	(57)	–	–
	CSM	271	(235)	36	–	–
	P&L	98	(119)	(21)	(2)	(23)
Immediate fall of 10% in residential property prices 3	FCF	(35)	3	(32)	–	–
	CSM	–	–	–	–	–
	P&L	(35)	3	(32)	(137)	(169)
Future residential property price growth reduces	FCF	(43)	4	(39)	–	–
by 0.5%	CSM	–	–	–	–	–
	P&L	(43)	4	(39)	(58)	(97)
Future residential property price volatility increase	FCF	(20)	2	(18)	–	–
by 1%	CSM	–	–	–	–	–
	P&L	(20)	2	(18)	(32)	(50)
Voluntary redemptions increase by 10%	FCF	(21)	2	(19)	–	–
	CSM	–	–	–	–	–
	P&L	(21)	2	(19)	28	9
Credit default allowance – increase by 10bps 1	FCF	(264)	22	(242)	–	–
	CSM	–	–	–	–	–
	P&L	(264)	22	(242)	–	(242)

1. Over that included in the discount rate section in note 22(b).

2. Sensitivities can result in an opposite impact on Profit/(loss) before and after allowance for the CSM due to the impact of the use of locked-in rates for the CSM.

3. Property sensitivity reflects the impact of basis updates.

Notes to the Consolidated Financial Statements continued

Financial Statements

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		Insurance	Reinsurance	Net insurance
		contract	contracts (net)	contract	Valuation of	Net impact on
		liabilities	held	liabilities	assets	profit before
		Liability	Asset	Liability	Asset	tax
		decrease/	increase/	decrease/	increase/	Profit increase/
		(increase)	(decrease)	(increase)	(decrease)	(decrease) 2
31 December 2024		£m	£m	£m	£m	£m
Interest rate and investments + 1%	FCF	2,193	(181)	2,012	–	–
	CSM	–	–	–	–	–
	P&L	2,193	(181)	2,012	(1,993)	19
Interest rate and investments -1%	FCF	(2,617)	226	(2,391)	–	–
	CSM	–	–	–	–	–
	P&L	(2,617)	226	(2,391)	2,367	(24)
Maintenance expenses +10%	FCF	(41)	2	(39)	–	–
	CSM	41	–	41	–	–
	P&L	–	2	2	(5)	(3)
Decrease in base mortality by 5%	FCF	(361)	236	(125)	–	–
	CSM	554	(409)	145	–	–
	P&L	193	(173)	20	(23)	(3)
Mortality improvements rates +10%	FCF	(165)	109	(56)	–	–
	CSM	274	(231)	43	–	–
	P&L	109	(122)	(13)	(3)	(16)
Immediate fall of 10% in residential property prices	FCF	(53)	6	(47)	–	–
	CSM	–	–	–	–	–
	P&L	(53)	6	(47)	(75)	(122)
Future residential property price growth reduces	FCF	(40)	4	(36)	–	–
by 0.5%	CSM	–	–	–	–	–
	P&L	(40)	4	(36)	(40)	(76)
Future residential property price volatility increase	FCF	(20)	3	(17)	–	–
by 1%	CSM	–	–	–	–	–
	P&L	(20)	3	(17)	(27)	(44)
Voluntary redemptions increase by 10%	FCF	(22)	3	(19)	–	–
	CSM	–	–	–	–	–
	P&L	(22)	3	(19)	27	8
Credit default allowance – increase by 10bps 1	FCF	(239)	21	(218)	–	–
	CSM	–	–	–	–	–
	P&L	(239)	21	(218)	–	(218)

1 Over that included in the discount rate section in note 22(b).

2 Sensitivities can result in an opposite impact on Profit/(loss) before and after allowance for the CSM due to the impact of the use of locked-in rates for the CSM .

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23. Investment Contract Liabilities

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
At 1 January	42	35
Deposits received from policyholders	7	13
Payments made to policyholders	(5)	(8)
Change in contract liabilities recognised in profit or loss	5	2
Exchange difference	1	–
At 31 December	50	42

The majority of investment contract liabilities are linked endowment contracts and term-certain GIfL contracts for the

at-retirement market in South Africa.

24. Loans and Borrowings

		Carrying value		Fair value
	31 December	31 December	31 December	31 December
	2025	2024	2025	2024
	£m	£m	£m	£m
£250m 9.0% 10-year subordinated debt 2026 (Tier 2) issued by Just Group plc
(£150m principal outstanding)	152	152	158	163
£125m 8.125% 10-year subordinated debt 2029 (Tier 2) issued by Just Group plc	126	125	138	136
£400m 6.875% 10.5 year subordinated debt 2035 non-callable for first 10.0-years 1
(Sustainability Tier 2) issued by Just Group plc	404	405	421	407
£230m 3.5% 7-year subordinated debt 2025 (Tier 3) issued by Just Group plc 2	–	157	–	156
Total	682	839	717	862

1 The £400m 6.875% bond is callable after 30 September 2034. The maturity analysis in note 27(d) assumes it is called at the first possible date.

2 At 31 December 2024 £155m principal was outstanding, this was repaid on maturity in February 2025.

The Group does not expect there to be any breaches to report in the attestations to be made to lenders in March 2026 and

there are no indications that the Group may have difficulties complying with the covenants over the forthcoming 12 months.

The Group has an undrawn revolving credit facility of £400m for general corporate and working capital purposes. Interest is

payable on any drawn amounts at a rate of SONIA plus a margin of between 0.81% and 1.94% per annum depending on the

Group’s ratio of net debt to net assets and the outcomes of certain sustainability performance targets. The Group has a £250m

committed repurchase agreement facility for general corporate and working capital purposes. Interest is payable on any drawn

amounts at a rate of SONIA plus a margin of 0.3% per annum.

The borrowing facility is subject to financial covenants that are measured biannually as at the end of June and December,

being the ratio of consolidated net debt to the sum of net assets and consolidated net debt not being greater than 45%. The

ratio on 31 December 2025 was 27% (31 December 2024: 19%).

Notes to the Consolidated Financial Statements continued

Financial Statements

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Movements in borrowings during the year were as follows:

		Year ended	Year ended
		31 December	31 December
		2025	2024
		£m	£m
At 1 January		839	686
Coupon payments		(55)	(46)
Proceeds on issuance of Just Group plc Tier 2 subordinated debt		–	400
Issue costs		–	(2)
Repayment of Just Group plc Tier 3 (2024: Tier 2)	subordinated debt 1	(155)	(256)
Financing cash flows		(210)	96
Interest charged at the effective interest rate		52	50
Tender premium on redemption of Tier 2 subordinated debt 1		–	6
Amortisation of issue costs		1	1
Amounts reported in the statement of comprehensive income		53	57
At 31 December		682	839

1 The repayment of the Tier 3 debt in 2025 was at maturity. In 2024, 7.0% 10.5-year Tier 2 subordinated debt included £6m tender premium on redemption of the

Tier 2 subordinated debt was repaid.

25. Payables and Other Financial Liabilities

	31 December	31 December
	2025	2024
	£m	£m
Derivative financial liabilities	3,063	3,015
Repurchase obligation	3,672	3,878
Obligations for repayment of cash collateral received	568	662
Outstanding investment purchases	–	307
Other payables	33	20
Lease liability	8	7
Total	7,344	7,889

Derivative financial liabilities are classified as mandatorily FVTPL and are analysed in note 26 below.

As described in note 15, a number of repurchase agreements have been entered into whereby a fixed amount is repayable at a

certain date. Repurchase agreements entered into associated with the amortised cost gilt portfolio are measured at amortised

cost in the financial statements. The fair value of these agreements is £3,675m (2024: £3,878m).

Obligations to repay cash collateral received is measured at amortised cost and there is no material difference between the fair

value and amortised cost.

As at 31 December 2025, collateral has been pledged in respect of repurchase agreements and derivatives. Collateral pledged

of £5,069m (2024: £5,416m) includes £3,624m of the amortised cost gilt portfolio (2024: £3,604m), £799m of corporate

bonds (2024: £1,004m) and £646m deposits (2024: £808m), which continue to be recognised in financial investments in the

Statement of financial position as significant risks and rewards of ownership are retained.

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26. Derivative Financial Instruments

Derivative financial instruments are used to manage exposure to interest rates, counterparty credit risk, inflation and foreign

exchange risk.

		31 December 2025			31 December 2024
	Asset fair	Liability fair	Notional	Asset fair	Liability fair	Notional
	value	value	amount	value	value	amount
Derivatives	£m	£m	£m	£m	£m	£m
Foreign currency swaps	875	958	29,971	475	1,070	22,631
Interest rate swaps	1,791	1,861	58,678	1,762	1,811	46,157
Inflation swaps	300	226	10,137	382	106	8,527
Forward swaps	7	4	613	8	10	692
Total return swaps	25	2	2,613	123	–	1,393
Put options on property index (NNEG hedges)	–	10	380	–	14	380
Interest rate options	–	–	68	–	–	115
Investment asset derivatives	1	2	182	6	4	401
Total	2,999	3,063	102,642	2,756	3,015	80,296

Derivative financial instruments are not designated as hedging instruments and changes in their fair value are included in profit

or loss. All over-the-counter derivative transactions are conducted under standardised International Swaps and Derivatives

Association Inc. master agreements, and collateral agreements exist with relevant counterparties in place under each of these

market master agreements.

27. Financial and Insurance Risk Management

This note presents information about financial and insurance risks including risk management objectives, policies and processes

for measurement and management of risk exposures. Financial risk comprises exposure to market, credit and liquidity risk.

(a) Insurance risk

Insurance risks include exposure to longevity, mortality, morbidity and expenses. The writing of long-term insurance contracts

requires a range of assumptions to be made. The main insurance risk arises from adverse experience compared with the

assumptions used in pricing products and valuing insurance liabilities. In the event of an increase in longevity, the actuarial

reserve required to make future payments to customers may increase.

Individually underwritten GIfL policies are priced using assumptions about future longevity that are based on historic

experience information, lifestyle and medical factors relevant to individual customers, and judgements about the future

development of longevity improvements. Our DB business uses our DB pricing platform and we perform regular insurer price

monitoring utilising our bulk quotation service.

LTMs are used as part of the portfolio to match the liabilities arising from writing long-term insurance policies. Early

repayments result in a lower amount repayable than assumed at the time of sale. Increases in longevity delay the timing of

receipt of cashflows, and the interest accrued will reflect the period the policy is in force. Changes in the amounts repayable

affect the LTV ratio and could increase the risk of failing to be repaid in full as a consequence of the NNEG. There is also

exposure to morbidity risk as the LTMs are repayable when the customer moves into long- term care.

(i) Management of insurance risk

Underpinning the management of insurance risk are:

• the use of controls around the development of suitable products and their pricing;

• adherence to approved underwriting requirements;

• the development and use of medical information including PrognoSys™ for both pricing and reserving to assess longevity risk;

• the use of reinsurance to transfer longevity risk. A range of reinsurers are used and exposures are monitored against the

risk appetite for counterparty risk;

• review and approval of insurance assumptions used by the Board; and

• regular monitoring and analysis of actual experience and expense levels.

The insurance risk exposures to climate change are highly uncertain and have not yet been quantified in the risk scenarios,

therefore no explicit allowance is made.

Notes to the Consolidated Financial Statements continued

Financial Statements

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(ii) Concentrations of insurance risk

Improved longevity arises from enhanced medical treatment and improved life circumstances. Concentration risk to groups

whose longevity may improve faster than the population is managed by writing business across a wide range of different

medical and lifestyle conditions to avoid excessive exposure. Reinsurance is also an important mitigant to concentrations of

insurance risk.

(b) Market risk

Market risk is the risk of loss or of adverse impacts from fluctuations in the value of and / or volatility of market prices which impact

the measurement of financial investments and other assets, liabilities, including the impact of changes in interest rates. Market risk

is implicit in the insurance business model and arises from exposure to interest rates, residential property markets, credit spreads,

inflation and exchange rates. There is not a material exposure to equity risk. Some very limited equity risk exposure arises from

investment into credit funds which have a mandate that allows preferred equity to be held. In addition to impacts on the value of

assets and liabilities, falls in the financial markets can reduce the value of pension funds available to purchase retirement income

products and changes in interest rates can affect the relative attractiveness of retirement income products.

The exposure to market risk is mitigated by investing premiums to match the asset and liability cash flows as closely as

practicable. In practice, it is not possible to eliminate market risk fully due to reasons set out in note 4.

For each of the material components of market risk, described in more detail below, the Group’s Market Risk Policy sets out the

Group’s risk appetite and management processes governing how each risk should be measured, managed, monitored and reported.

(i) Interest rate risk

Interest rate risk exposure arises from the changes in the values of assets or liabilities as a result of changes in risk-free

interest rates. This exposure is limited through appropriate asset and liability matching and hedging strategies. Hedging

strategies are executed to actively hedge the interest rate exposure to protect balance sheet positions on both Solvency II and

IFRS bases in accordance with the risk appetite framework and principles.

The portfolio of amortised cost gilts is used as part of managing the Solvency II balance sheet exposure to interest rate

movements, whilst limiting the interest rate risk exposure on the IFRS balance sheet.

The main exposure to changes in interest rates is concentrated in the investment portfolio and insurance contracts. Changes

in investment values attributable to interest rates are mitigated by corresponding and partially offsetting changes in the value

of insurance liabilities. This exposure is monitored through regular reviews of the asset and liability position, capital modelling,

sensitivity testing and scenario analyses. Interest rate risk is also managed using derivative instruments e.g. swaps.

The following table indicates the earlier of contractual repricing or maturity dates for significant financial assets.

	Less than	One to five	Five to ten	Over ten
	one year	years	years	years	No fixed term	Total
31 December 2025	£m	£m	£m	£m	£m	£m
Debt securities and other fixed income securities	413	1,786	3,310	13,504	-	19,013
Units in liquidity funds	1,234	-	-	-	-	1,234
Investment funds	137	247	-	-	2	386
Deposits with credit institutions	646	-	-	-	-	646
Loans secured by commercial mortgages	78	705	181	97	-	1,061
Long income real estate 1	-	-	-	846	-	846
Infrastructure loans	-	114	265	478	-	857
Other loans	4	127	55	33	1	220
Total investments measured at FVTPL – classified	2,512	2,979	3,811	14,958	3	24,263
LTMs	-	-	-	-	6,015	6,015
Derivative financial assets	56	268	502	2,173	-	2,999
Total investments measured at FVTPL – mandatory	56	268	502	2,173	6,015	9,014
Gilts – subject to repurchase agreements	-	-	-	3,996	-	3,996
Total investments measured at amortised cost	-	-	-	3,996	-	3,996
Total financial investments	2,568	3,247	4,313	21,127	6,018	37,273

1 Includes residential ground rents of £154m.

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27. Financial and Insurance Risk Management continued

(b) Market risk continued

(i) Interest rate risk continued

	Less than	One to five	Five to ten	Over ten
	one year	years	years	years	No fixed term	Total
31 December 2024	£m	£m	£m	£m	£m	£m
Debt securities and other fixed income securities	499	1,675	2,708	11,128	–	16,010
Units in liquidity funds	1,792	–	–	–	–	1,792
Investment funds	108	289	–	–	2	399
Deposits with credit institutions	808	–	–	–	–	808
Loans secured by commercial mortgages	8	475	165	161	–	809
Long income real estate 1	21	–	–	766	–	787
Infrastructure loans	–	132	260	854	–	1,246
Other loans	1	168	4	22	–	195
Total investments measured at FVTPL – classified	3,237	2,739	3,137	12,931	2	22,046
LTMs	–	–	–	–	5,637	5,637
Derivative financial assets	52	351	526	1,827	–	2,756
Total investments measured at FVTPL – mandatory	52	351	526	1,827	5,637	8,393
Gilts – subject to repurchase agreements	–	–	–	3,951	–	3,951
Total investments measured at amortised cost	–	–	–	3,951	–	3,951
Total financial investments	3,289	3,090	3,663	18,709	5,639	34,390

1 Includes residential ground rents of £157m.

A sensitivity analysis of the impact of interest rate movements on profit before tax is included in note 22(h).

(ii) Property risk

The exposure to property risk arises from LTMs which creates an exposure to the UK residential property market. A substantial

decline or sustained underperformance in UK residential property prices, against which the portfolios of LTMs are secured,

could result in the mortgage debt at the date of redemption exceeding the proceeds from the sale of the property.

Demand for LTMs may also be impacted by a fall in property prices as it may diminish consumers’ propensity to borrow and

reduce the amount they are able to borrow due to reductions in property values.

The risk is managed by limits regarding the loan value as a proportion of the property’s value at outset (loan-to-value) and

obtaining independent third party valuations on each property before initial mortgages are advanced. LTM contracts are also

monitored through dilapidation reviews. House prices are monitored and the impact of exposure to adverse house prices (both

regionally and nationally) is regularly reviewed. Further mitigation is through management of the volume of LTMs, including

disposals, in the portfolio in line with the LTMs backing ratio limit, and the establishment of the NNEG hedges.

There is also exposure to commercial property risk indirectly through the investment in loans secured by commercial

mortgages. A sensitivity analysis of the impact of residential and commercial property price movements is included in note

16(d)(vi) and note 22(h).

(iii) Inflation risk

Exposure to long-term inflation occurs in relation to management expenses and index-linked retirement income contracts.

Inflation risk is managed through the application of disciplined cost control over management expenses and matching inflation-

linked assets including inflation swaps with inflation-linked liabilities.

(iv) Currency risk

Currency risk arises from changes in foreign exchange rates which affect the value of investment assets denominated in

foreign currencies. Certain investments have coupons linked to rates which are hedged into fixed GBP coupons.

All material liabilities are in sterling. As there is no appetite for foreign exchange risk in the investment portfolio, derivative or

quasi-derivative contracts are entered into to mitigate the foreign exchange exposure as far as possible.

Notes to the Consolidated Financial Statements continued

Financial Statements

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Credit risk arises if another party fails to perform its financial obligations, including failure to perform them in a timely manner,

and is managed through credit concentration limits and collateral arrangements. Climate-related matters may affect the ability of

counterparties to meet their obligations in the future, see further information in the Strategic report Sustainability: TCFD report.

Credit risk exposures arise from:

• Holding fixed income investments: The risk of default on principal or interest payments is mitigated by primarily investing

in investment grade assets (rating of BBB or above). Concentration of credit risk exposures is managed by placing limits

on exposures to individual counterparties, sectors and geographic areas. A portion of fixed income investments are held

as loans secured against a variety of types of collateral including but not limited to commercial real estate and commercial

and residential ground rents.

• Counterparties in derivative contracts: Derivative instruments are used to mitigate interest rate, inflation and currency risk

exposures. This creates a credit exposure to various counterparties through which it transacts these instruments, although

this is usually mitigated by collateral arrangements (see note 25).

• Reinsurance treaties: Reinsurance is used to manage longevity risk and to fund new business but, as a consequence,

credit risk exposure arises should a reinsurer fail to meet its claim repayment obligations. Credit risk on reinsurance

balances is mitigated by robust collateral arrangements as described in section (iii) below. Reinsurance concentration risk

is mitigated by transacting with a wide range of reinsurer counterparties in order to diversify exposures.

• Cash balances: Credit risk on cash balances is managed by having restrictions over the credit ratings of third parties with

whom cash is deposited, as well as the balances permitted.

• Credit risk for LTMs are considered within “property risk” above.

(i) Credit ratings of financial assets

The following table provides information regarding the credit risk exposure for financial assets, which are neither past due nor

impaired as they relate to assets that are carried at amortised cost at 31 December:

	AAA	AA	A	BBB	BB or below	Unrated	Total
31 December 2025	£m	£m	£m	£m	£m	£m	£m
Debt securities and other fixed income
securities	1,118	5,864	5,430	6,464	137	–	19,013
Units in liquidity funds	1,225	–	–	–	–	9	1,234
Investment funds	–	–	–	–	–	386	386
Deposits with credit institutions	–	4	380	262	–	–	646
Loans secured by commercial mortgages	–	–	–	–	–	1,061	1,061
Long income real estate 1	154	28	328	335	–	1	846
Infrastructure loans	53	94	190	493	27	–	857
Other loans	46	–	–	–	84	90	220
LTMs	–	–	–	–	–	6,015	6,015
Derivative financial assets	–	22	2,215	762	–	–	2,999
Gilts – subject to repurchase agreements	–	3,996	–	–	–	–	3,996
Reinsurance 2	–	271	1,008	596	–	18	1,893
Other receivables	–	–	–	–	–	35	35
Total	2,596	10,279	9,551	8,912	248	7,615	39,201

1. Includes residential ground rents of £154m rated AAA.

2. This is the reinsurance asset position excluding CSM.

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27. Financial and Insurance Risk Management continued

(i) Credit ratings of financial assets continued

	AAA	AA	A	BBB	BB or below	Unrated	Total
31 December 2024	£m	£m	£m	£m	£m	£m	£m
Debt securities and other fixed income
securities	986	3,960	5,452	5,490	122	–	16,010
Units in liquidity funds	1,792	–	–	–	–	–	1,792
Investment funds	–	–	–	–	–	399	399
Deposits with credit institutions	–	11	588	209	–	–	808
Loans secured by commercial mortgages	–	–	–	–	–	809	809
Long income real estate 1	157	–	241	389	–	–	787
Infrastructure loans	57	135	242	799	13	–	1,246
Other loans	–	–	–	–	60	135	195
LTMs	–	–	–	–	–	5,637	5,637
Derivative financial assets	–	16	2,018	716	–	6	2,756
Gilts – subject to repurchase agreements	–	3,951	–	–	–	–	3,951
Reinsurance 2	–	416	984	350	–	180	1,930
Other receivables	–	–	–	–	–	49	49
Total	2,992	8,489	9,525	7,953	195	7,215	36,369

1 Includes residential ground rents of £157m rated AAA.

2 This is the reinsurance asset position excluding CSM.

There are no financial assets that are either past due or impaired.

Expected credit losses are recorded against financial assets held at amortised cost. The most significant categories of financial

assets held at amortised cost are the portfolio of investments in sovereign gilts and cash available on demand. Due to the

nature of the investment in sovereign gilts, which have an investment grade credit rating, management concludes that these

investments are low credit risk and there has been no significant deterioration in credit risk in the investments. Expected credit

losses are therefore considered immaterial.

The credit rating for Cash available on demand at 31 December 2025 was between a range of AA and BBB (31 December 2024:

between a range of A and BB).

The carrying amount of those assets subject to credit risk represents the maximum credit risk exposure.

(ii) Offsetting financial assets and liabilities

There are no financial assets and financial liabilities that have been offset as at 31 December 2025 (2024: none). In accordance

with IFRS 7, disclosure is included below regarding recognised financial instruments subject to enforceable master netting

arrangements irrespective of whether they are set off. In the tables below, the amounts of assets or liabilities are offset first by

financial instruments that have the right of offset under master netting arrangement or similar arrangements with any remaining

amount reduced by cash and securities collateral.

		Related		Securities
		financial	Cash	collateral
	As reported	instruments 1	collateral 2	pledged 2	Net amount
31 December 2025	£m	£m	£m	£m	£m
Derivative assets	2,999	(2,321)	(540)	(130)	8
Derivative liabilities	(3,063)	2,321	469	274	1
Repurchase obligation	(3,672)	–	–	3,672	–

Notes to the Consolidated Financial Statements continued

Financial Statements

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		Related		Securities
		financial	Cash	collateral
	As reported	instruments 1	collateral 2	pledged 2	Net amount
31 December 2024	£m	£m	£m	£m	£m
Derivative assets	2,756	(2,317)	(421)	(18)	–
Derivative liabilities	(3,015)	2,317	243	455	–
Repurchase obligation	(3,878)	–	–	3,878	–

1. Related financial instruments represent outstanding amounts with the same counterparty which, under agreements such as the ISDA Master Agreement, could

be offset and settled net following certain predetermined events.

2. Cash and securities held may exceed target levels due to the complexities of operational collateral management, timing and agreements in place with individual

counterparties. This may result in over/under-collateralisation of derivative positions. In accordance with the IFRS 7 disclosure requirement, the amount of

collateral reported in the table above is restricted to the value of the associated derivatives. Securities collateral pledged against the repurchase obligation

include the portfolio of amortised cost Gilts.

(iii) Significant reinsurance collateral arrangements

The quota share reinsurance treaties have deposit back or other collateral arrangements to remove the majority of the

reinsurer credit risk, as described below. The majority of longevity swaps also have collateral arrangements.

Deposits received from reinsurers that are recognised as part of the cash flows from the reinsurance contract and are included

in the measurement of reinsurance balances within note 22. Whereas certain reinsurance arrangements give rise to deposits

from reinsurers that are not included in the Consolidated statement of financial position of the Group as described below:

• The Group has agreements with reinsurers, including funded reinsurance partners, whereby financial assets arising

from the payment of reinsurance premiums, less the repayment of claims, in relation to specific treaties, are legally and

physically deposited back with the Group. Although the funds are controlled by the Group, no future benefits accrue to the

Group as any returns on the deposits are paid to reinsurers. Consequently, the deposits are not recognised as assets of

the Group and the investment income they produce does not accrue to the Group.

• The Group has an agreement with one reinsurer whereby assets equal to the reinsurer’s full obligation under the treaty are

deposited into a ring-fenced collateral account. The Group has first claim over these assets should the reinsurer default,

but as the Group has no control over these funds and does not accrue any future benefit, this fund is not recognised as an

asset of the Group.

• The Group has agreements with reinsurers, including funded reinsurance treaties, whereby assets equal to the reinsurers’

full obligation under the treaties are deposited into ring-fenced collateral accounts of notes/shares issued through the

dedicated Investment vehicles. The investments in these vehicles are restricted only for the purpose of these reinsurance

agreements. Consequently, the collateralised assets are not recognised as assets of the Group and the investment income

they produce does not accrue to the Group. The reinsurers also deposit cash into a bank account held legally by the Group

to fund reinsurance claims but as this cash is ring-fenced for the reinsurers purpose, it is also not recognised as an asset

by the Group.

• The Group has an agreement with one funded reinsurance partner whereby assets equal to the reinsurer’s full obligation

under the treaty are either deposited into a ring-fenced collateral account of corporate bonds, or held under a funds

withheld structure of LTMs. The latter are legally and physically held by the Group. Although the funds are managed by the

Group (as the Group controls the investment of the asset), no future benefits accrue to the Group as returns on the assets

are paid to reinsurers. Consequently, the LTMs are not recognised as assets of the Group and the investment income they

produce does not accrue to the Group. The reinsurer also deposits cash into a bank account held legally by the Group to

fund future LTMs but as this cash is ring-fenced for issued LTM quotes agreed by the reinsurer, it is also not recognised

as an asset by the Group.

The amount of assets not recognised in the Consolidated statement of financial position in respect of these treaties is

as follows.

	2025	2024
	£m	£m
Deposits held in trust	1,970	2,133

The collateral that is not recognised in the Consolidated statement of financial position does not represent a cash flow within

the IFRS 17 contract boundaries. The Group is exposed to a minimal amount of reinsurance counterparty default risk in respect

of reinsurance arrangements and calculates an allowance for counterparty default in the reinsurance future cash flows

accordingly. At 31 December 2025, this liability totalled £21m (2024: £16m).

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

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27. Financial and Insurance Risk Management continued

(d) Liquidity risk

Liquidity risk is the risk of loss because of a lack of sufficient suitable assets available to meet financial obligations as they fall due.

Exposure to liquidity risk arises as part of the business model and the use of derivatives to manage exposure to inflation,

interest rates and currency risks.

Exposure to liquidity risk arises from:

• maintaining and servicing collateral requirements arising from the changes in market value of derivatives;

• needing to realise assets to meet liabilities during stressed market conditions;

• increasing cash flow volatility in the short term giving rise to mismatches between cash flows from assets and liquidity

requirement in respect of settling liabilities;

• needing to support liquidity requirements for day-to-day operations;

• higher than expected funding requirements on existing LTMs contracts, or lower redemptions than expected; and

• ensuring financial support can be provided across the Group.

Liquidity risk is managed by holding assets of a suitable maturity, collateral eligibility and marketability to meet liabilities as

they fall due. The short-term liquidity requirements to meet annuity payments are predominantly funded by investment coupon

receipts, principal repayments and LTM redemptions. There are significant barriers for policyholders to withdraw funds that

have already been received in the form of premiums. Cash outflows associated with insurance liabilities including any pension

commencement lump sum payments can be reasonably estimated and liquidity can be arranged to meet this expected

outflow through asset-liability matching. LTMs are considered illiquid, as they are not readily saleable due to the complexity of

valuation and the lack of a market in which to trade them.

Cash flow forecasts over the short, medium and long term are regularly prepared to manage liquidity within risk appetite. Cash

flow forecasts include an assessment of the ability to withstand a range of scenarios including 1-in-200 shocks on the long-

term liquidity and the minimum cash and cash equivalent levels required to cover enhanced stresses.

The Group has a £400m undrawn Revolving Credit Facility for general corporate and working capital purposes.

The table below summarises the maturity profile of the financial liabilities, including both principal and interest payments,

based on remaining undiscounted contractual obligations:

	Within one
	year or payable	One to five	Five to ten
	on demand	years	years	Over ten years	Total
31 December 2025	£m	£m	£m	£m	£m
Investment contract liabilities	4	57	–	–	61
Subordinated debt	201	265	538	–	1,004
Derivative financial liabilities	2,055	11,062	11,491	26,613	51,221
Repurchase obligation	3,724	–	–	–	3,724
Obligations for repayment of cash collateral received	568	–	–	–	568
Other payables	33	–	–	–	33

	Within one
	year or payable	One to five	Five to ten
	on demand	years	years	Over ten years	Total
31 December 2024	£m	£m	£m	£m	£m
Investment contract liabilities	4	50	–	–	54
Subordinated debt	209	439	138	428	1,214
Derivative financial liabilities	3,142	9,393	7,031	19,452	39,018
Repurchase obligation	3,357	626	–	–	3,983
Obligations for repayment of cash collateral received	662	–	–	–	662
Other payables	327	–	–	–	327

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

207

28. Commitments

At 31 December 2025, the Group had £182m unfunded commitments (2024: £401m) primarily related to investments and £16m

related to the fit out associated with the Group’s new office.

The Group has pledged a letter of credit in relation to its Protected Cell Company as explained in note 31.

29. Provisions, Contingent Liabilities, Guarantees and Indemnities

The Group has provisions of £30m (2024:£3m).

Provision for the liabilities arising under contracts with policyholders is based on certain assumptions at outset, which may

differ over time based upon actual experience, resulting in a variance of the provision originally made. Liabilities may also

arise in respect of claims relating to the interpretation of policyholder contracts, or circumstances in which policyholders have

entered into them. It is not possible to predict the preciseness of such liabilities as they are influenced by a number of factors,

including updated legislation, guidance and regulation of the PRA, FCA, ombudsman rulings, industry compensation schemes

and court judgments.

Relevant Group companies ensure that they make prudent provision as and when such circumstances became known

and more precise, and readjust capital and reserves to meet such reasonably foreseeable eventualities. However, it is not

always possible to predict with certainty the extent and timing of the financial impact on such liabilities arising from these

circumstances.

Group companies continue to give warranties, indemnities and guarantees as part of their normal business operations, whether

in relation to capital market transactions or otherwise.

In the current year, provisions primarily relate to legal and broker fees that are payable on completion of the potential

acquisition of the Group by BWS. The proposed acquisition was approved by the shareholders in September 2025, and

completion is subject to approval by the regulatory authorities. At 31 December 2025 the Directors consider that it is probable

that the acquisition will complete in the first half of 2026.

30. Capital

Group capital position

The Group’s estimated regulatory capital surplus position at 31 December 2025 is shown below.

		Solvency II capital requirement
	31 December 2025 1, 2	31 December 2024 1, 2
	£m	£m
Eligible own funds	2,740	3,159
Capital requirement	(1,531) 3	(1,494)
Excess own funds	1,209 3	1,665
Solvency II Capital coverage ratio³	179% 3	211% 2,3
Proforma Solvency II Capital coverage ratio³		204% 2,3

1 Solvency capital coverage ratios include a recalculation of TMTP at the respective dates. Following the implementation of the UK Reforms to Solvency II on

31 December 2024, TMTP is now recalculated quarterly using the new simplified method. Firms are no longer required to seek PRA approval for their recalculations.

2 2025 regulatory position is estimated. 2024 regulatory position is reported as included in the Group’s Solvency II and Financial Condition Report as at

31 December 2024. This excludes the impact from repayment of Tier 3 debt in February 2025, which was included in the proforma Solvency coverage ratio

reported in the Business Review of 2024.

3 The capital requirement, excess own funds and Capital coverage ratio information is unaudited.

Further information on the Group’s Solvency position, including a reconciliation from IFRS equity to Eligible own funds, an

analysis of the movement in Excess own funds in the year and also the impact of sensitivities applied to the Solvency balance

sheet are included in the Business Review.

The Group and its regulated insurance subsidiaries are required to comply with the requirements established by the Solvency

II Framework directive as adopted by the Prudential Regulation Authority (“PRA”) in the UK, and to measure and monitor its

capital resources on this basis. The overriding objective of the framework is to ensure there is sufficient capital within the

Group and its insurance companies to protect policyholders and meet their payments when due. Firms are required to maintain

eligible capital, or “Own Funds”, in excess of the value of their Solvency Capital Requirements (“SCR”). The SCR represents

the risk capital required to be set aside to absorb a 1–in–200 year stress test over the next one–year time horizon, allowing for

each risk type that the Group is exposed to. These risks are all aggregated with appropriate allowance for diversification.

The capital requirement for Just Group plc and its UK insurance subsidiaries JRL and PLACL is calculated using an approved

Internal Model.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

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30. Capital continued

Group capital position continued

Group entities that are under supervisory regulation and are required to maintain a minimum level of regulatory capital are:

• JRL and PLACL – authorised by the PRA, and regulated by the PRA and FCA.

• HUB Financial Solutions Limited, Just Retirement Money Limited and Partnership Home Loans Limited – authorised and

regulated by the FCA.

• In accordance with a waiver agreed with the PRA, the Group’s South Africa business is out of scope for regulatory

reporting to the PRA.

The Group and its regulated subsidiaries complied with their regulatory capital requirements throughout the year.

Capital management

The Group’s objectives when managing capital for all subsidiaries are:

• to comply with the insurance capital requirements required by the regulators of the insurance markets where the Group

operates. The Group’s policy is to manage its capital in line with its risk appetite and in accordance with regulatory

expectations;

• to safeguard the Group’s ability to continue as a going concern, and to continue to write new business;

• to ensure that in all reasonably foreseeable circumstances, the Group is able to fulfil its commitment over the short term

and long term to pay policyholders’ benefits;

• to continue to provide returns for shareholders and benefits for other stakeholders; and

• to generate capital from in–force business, excluding economic variances, management actions, and dividends, that is

greater than new business strain.

The Group regularly assesses a wide range of actions to improve the capital position and resilience of the business.

In managing its capital, stress and scenario testing is undertaken to consider the capacity to respond to a series of relevant

financial, insurance, or operational shocks or changes to financial regulations should future circumstances or events differ from

current assumptions. The review also considers mitigating actions available should a severe stress scenario occur, such as

raising capital or varying the volumes of new business written.

EVT Compliance

The Effective Value Test (“EVT”) is a regulatory requirement that assesses the economic value of equity release mortgages

(LTMs). The EVT is used to ensure that LTMs do not exceed the economic value of these assets on the Solvency balance

sheet. At 31 December 2025, JRL and PLACL passed the PRA EVT with a buffer of 0.2% (2024: 1.2%) and 0.5% (2024: 1.0%)

(unaudited) respectively, over the current minimum deferment rate of 4.5% (2024: 3.5%) (allowing for volatility of 13%, in line

with the requirement for the EVT).

Regulatory developments

The key regulatory developments are included below.

Life Insurance Stress Test – The PRA conducted its second Life Insurance Stress Test (“LIST”) exercise in 2025 to assess

sector and firm resilience to severe but plausible adverse scenarios and to strengthen market understanding of risk exposures.

The impact of a severe economic stress was assessed, as prescribed by the PRA and results from this were published by the

PRA in November.

Residential ground rents – On 9 November 2023, the previous government published a consultation seeking views on

developments regarding residential ground rents as described in note 16(e). As at 31 December 2025, the current government

had yet to publish its associated draft Commonhold and Leasehold Reform Bill. As such the impact of any

reforms on the £154m (2024: £157m) portfolio of residential ground rents remained uncertain. Given this, no significant

change since year end 2024 has been made to the adjustment held against these investments on the Solvency position.

On 27 January 2026, the Government released its draft Commonhold and Leasehold Reform Bill proposing a cap on ground

rents, reducing to a peppercorn cap after 40 years. Subject to parliamentary timings, this proposal could come into force in

late 2028. The estimated impact of the Bill is a reduction in the Solvency coverage ratio of c1% (unaudited).

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

209

31. Group Entities

In accordance with the requirements of the Companies Act 2006, information regarding the Group’s related undertakings at

31 December 2025 are disclosed below. Related undertakings comprise subsidiaries, joint ventures, associates and other

significant holdings.

			Percentage of nominal
			share capital and voting
	Principal activity	Registered office	rights held
Direct subsidiary
Just Retirement Group Holdings Limited 2	Holding company	Reigate	100%
Partnership Assurance Group Limited 2	Holding company	Reigate	100%
Indirect subsidiary
HUB Financial Solutions Limited	Distribution	Reigate	100%
Intrepid Owls Limited	Digital media	Essex	100%
Just Re 1 Limited 2	Investment activity	Reigate	100%
Just Re 2 Limited 2	Investment activity	Reigate	100%
Just Retirement (Holdings) Limited 2	Holding company	Reigate	100%
Just Retirement (South Africa) Holdings (Pty) Limited	Holding company	South Africa	100%
Just Retirement Life (South Africa) Limited	Life assurance	South Africa	100%
Just Retirement Limited	Life assurance	Reigate	100%
Just Retirement Management Services Limited 2	Management services	Reigate	100%
Just Retirement Money Limited	Provision of LTM products	Reigate	100%
Partnership Group Holdings Limited 2	Holding company	Reigate	100%
Partnership Holdings Limited 2	Holding company	Reigate	100%
Partnership Home Loans Limited	Provision of LTM products	Reigate	100%
Partnership Life Assurance Company Limited	Life assurance	Reigate	100%
Partnership Services Limited 2	Management services	Reigate	100%
Pineyard Unit Trust	Unit trust	Jersey	100%
PLACL RE 1 Limited 2	Investment activity	Reigate	100%
Spire Platform Solutions Limited 2	Software development	Reigate	100%
TOMAS Online Development Limited 2	Software development	Belfast	100%
White Rock Insurance (Gibraltar) PCC Limited	Protected cell company	Gibraltar	100%
Enhanced Retirement Limited	Dormant	Reigate	100%
HUB Acquisitions Limited 1	Dormant	Reigate	100%
HUB Digital Solutions Limited	Dormant	Reigate	100%
HUB Pension Consulting (Holdings) Limited	Dormant	Reigate	100%
HUB Pension Consulting Limited	Dormant	Reigate	100%
HUB Pension Solutions Limited	Dormant	Reigate	100%
HUB Transfer Solutions Limited	Dormant	Reigate	100%
JRP Nominees Limited	Dormant	Reigate	100%
Just Annuities Limited	Dormant	Reigate	100%
Just Direct Limited	Dormant	Reigate	100%
Just Equity Release Limited	Dormant	Reigate	100%
Just Management Services (Proprietary) Limited	Dormant	South Africa	100%
Just Protection Limited	Dormant	Reigate	100%

1 Class “A” and Class “B” ordinary shares.

2 The financial statements of these subsidiary undertakings are exempt from the requirements of the Companies Act 2006 relating to the audit of individual

financial statements by virtue of Section 479A of the Companies Act 2006.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

210

			Percentage of nominal
			share capital and voting
	Principal activity	Registered office	rights held
Just Retirement Finance plc	Dormant	Reigate	100%
Just Retirement Nominees Limited	Dormant	Reigate	100%
Just Retirement Solutions Limited	Dormant	Reigate	100%
PAG Finance Limited	Dormant	Jersey	100%
PAG Holdings Limited	Dormant	Jersey	100%
PASPV Limited	Dormant	Reigate	100%
PayingForCare Limited	Dormant	Reigate	100%
Pension Buddy Limited	Dormant	Belfast	100%
PLACL RE 2 Limited	Dormant	Reigate	100%
Retire Different Limited (formerly JRP Group Limited)	Dormant	Reigate	100%
The Open Market Annuity Service Limited	Dormant	Belfast	100%
TOMAS Acquisitions Limited	Dormant	Reigate	100%
Associate
TP2 Unit trust	Unit trust	Guernsey	60%
Comentis Ltd	Product development	Bristol	13%

1 Class “A” and Class “B” ordinary shares.

2 The financial statements of these subsidiary undertakings are exempt from the requirements of the Companies Act 2006 relating to the audit of individual

financial statements by virtue of Section 479A of the Companies Act 2006.

Registered offices

Reigate office:	Belfast office:	South africa office:	Jersey office:	Essex office:
Enterprise House Bancroft	Level 5 The Ewart	Spaces Waterfront, Dock	44 Esplanade St Helier	47 Butt Road, Colchester
Road, Reigate	3 Bedford Street	Road Junction Cnr Stanley	Jersey JE4 9WG	Essex CO3 3BZ
Surrey RH2 7RP	Belfast BT2 7EP	& Dock Road, Waterfront
		Cape Town 8001

Consolidated structured entities

The Group holds an investment in a cell of a Protected Cell Company, White Rock Insurance (Gibraltar) PCC Limited, 913

Europort, Gibraltar, GX 11 1AA. Financial support provided by the Group is limited to amounts required to cover transactions

between the cell and the Group. Just is the cell owner of the individual protected cell and owns the single insurance share

associated with the cell. The Group has provided £10m financial support in the form of a letter of credit.

The Group holds a controlling interest in a Jersey Property Unit Trust (“JPUT”), Pineyard Unit Trust, Pineyard Trustee 1 Limited,

47 Esplanade, St Helier, Jersey JE1 0BD. The Group has determined that it controls the JPUT as a result of the Group’s ability

to remove the Trustees; other than the Group and the Trustees there are no other parties with decision making rights over

the JPUT. On acquisition, the Group took the option within IFRS 3 “Business Combinations” to apply the concentration test

to determine whether the JPUT represents a business within the scope of IFRS 3. The conclusion of the concentration test

was that the assets of the JPUT are concentrated in the single identifiable asset of the investment property, which the Trust

is not permitted to dispose except on termination, and as such the investment by the Group does not represent a business

combination. The Group has consolidated the results of the JPUT; any excess of investment purchase price over the fair

value of the assets acquired is allocated against the identifiable assets and liabilities in proportion to their relative fair values;

goodwill is not recognised.

Unconsolidated structured entities

The Group has interests in structured entities which are not consolidated as the definition of control has not been met.

Interests in unconsolidated structured entities include investment funds and liquidity funds and loans granted to special

purpose vehicles (“SPVs”) secured by assets held by the SPVs such as commercial mortgages and long income real estate.

Notes to the Consolidated Financial Statements continued

31. Group Entities continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

211

As at 31 December 2025 the Group’s interest in unconsolidated structured entities, which are classified as investments held at

fair value through profit or loss, is shown below:

	31 December 2025	31 December 2024
	£m	£m
Loans secured by commercial mortgages	1,061	809
Long income real estate	846	787
Asset backed securities	1,272	1,078
Investment funds	386	399
Liquidity funds	1,234	1,792
Total	4,799	4,865

The Group’s exposure to financial loss from its interest in unconsolidated structured entities is limited to the amounts shown

above. The Group is not required to provide financial support to the entities, nor does it sponsor the entities, or intend to do so.

Associates

The Group holds a 60% equity stake in a Guernsey Property Unit Trust (“GPUT”) “TP2 Unit Trust”, M&G (Guernsey), PO Box 156,

Dorey Court, Admiral Park, St. Peter Port, Guernsey GY1 4EU.

The GPUT is a structured entity as voting rights are not the determining factor in assessing which party controls the entity.

Although the Group has a majority equity stake, the decisions regarding the relevant activities of the GPUT are made by the

Trustee. Each investor holds veto rights, however these are not proportionate to the equity holding and as such the veto rights

do not give any investor more power than any other investor. The Group accounts for this investment as an associate using the

equity method.

All other associates are immaterial.

Summarised financial information for associates

	31 December 2025	31 December 2024
Summarised balance sheet – GPUT	£m	£m
Assets
Financial investments	187	196
Cash and cash equivalents	3	3
Total assets	190	199
Equity
Partners capital	327	327
Retained earnings	(139)	(131)
Total equity	188	196
Other payables	2	3
Total equity and liability	190	199

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

212

31. Group Entities continued

Summarised financial information for associates continued

	Year ended	Year ended
	31 December 2025	31 December 2024
Reconciliation to carrying amount	£m	£m
Net assets brought forward – GPUT	196	247
Total movement in retained earnings	(8)	(51)
Net assets at 31 December – GPUT	188	196
Group’s share – GPUT	113	118
Group’s share – Other associates	1	1
Carrying amount of associates	114	119

	Year ended	Year ended
	31 December 2025	31 December 2024
Summarised statement of comprehensive income – GPUT	£m	£m
Fair value loss on financial investments	–	(43)
Distributions to unitholders	(8)	(8)
Total movement in retained earnings	(8)	(51)

32. Related Parties

The Group has related party relationships with its key management personnel and subsidiary undertakings detailed in note 31.

Key management personnel comprise the Directors of the Company. There were no material transactions between the Group

and its key management personnel other than those disclosed below. Key management compensation is as follows:

	Year ended	Year ended
	31 December 2025	31 December 2024
	£m	£m
Short–term employee benefits	3	3
Share–based payments	3	2
Total	6	5

In addition there are loans owed by Directors of £0.5m (2024: £0.4m) which accrue interest fixed at 4% per annum and are

repayable in whole or in part at any time.

33. Ultimate Parent Company and Ultimate Controlling Party

The Company is the ultimate parent and controlling party of the Group.

34. Post Balance Sheet Events

On 27 January 2026, the Government announced proposed reforms to existing residential ground rents. This proposal included

a fixed annual cap of £250 on existing residential ground rents which will transition to a peppercorn amount after a period

of 40 years. As the announcement is post–year end, the new condition was created after the reporting date and is therefore

considered a non–adjusting post balance sheet event. Should the proposed changes take effect, likely in 2028, it will result in

an estimated decrease in the net assets of £0.1bn (pre-tax) and a reduction in the Solvency ratio of 1% (unaudited).

Notes to the Consolidated Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

213

Statement of Changes In Equity of the Company

for the year ended 31 December 2025

Year ended 31 December 2025

capital

£m

premium

£m

Other

reserves

£m

Retained

earnings

£m

Tier 1 notes

£m

Total

£m

At 1 January 2025 104 93 297 445 322 1,261

Loss for the year – – – (30) – (30)

Total comprehensive loss for the year – – – (30) – (30)

Contributions and distributions

Dividends – – – (28) – (28)

Interest paid on Tier 1 notes (net of tax) – – – (12) – (12)

Share-based payments reserve credit – – – 12 – 12

Transactions in shares held by trusts – – – (14) – (14)

Total contributions and distributions – – – (42) – (42)

At 31 December 2025 104 93 297 373 322 1,189

Year ended 31 December 2024

capital

£m

premium

£m

Other

reserves

£m

Retained

earnings

£m

Tier 1 notes

£m

Total

£m

At 1 January 2024 104 93 295 462 322 1,276

Profit for the year – – – 17 – 17

Total comprehensive income for the year – – – 17 – 17

Contributions and distributions

Dividends – – – (23) – (23)

Interest paid on Tier 1 notes (net of tax) – – – (12) – (12)

Share-based payments reserve credit – – – 6 – 6

Transactions in shares held by trusts – – 2 (5) – (3)

Total contributions and distributions – – 2 (34) – (32)

At 31 December 2024 104 93 297 445 322 1,261

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

214

Statement of Financial Position of the Company

as at 31 December 2025

Note

31 December

2025

£m

31 December

2024

£m

Assets

Investments in group undertakings 2 923 861

Loans to group undertakings 3 614 910

Property and equipment 4 20 5

Deferred tax assets 1 –

Total non-current assets 1,558 1,776

Financial investments 5 82 264

Loans to group undertakings 3 254 51

Cash available on demand 15 15

Total current assets 351 330

Total assets 1,909 2,106

Equity

Share capital 6 104 104

Share premium 6 93 93

Other reserves 7 297 297

Retained earnings 373 445

Total equity attributable to shareholders of Just Group plc 867 939

Tier 1 notes 322 322

Total equity 1,189 1,261

Liabilities

Loans and borrowings 8 684 684

Lease liability 4 2

Total non-current liabilities 688 686

Loans and borrowings – 157

Provisions 9 27 –

Other payables 5 2

Total current liabilities 32 159

Total liabilities 720 845

Total equity and liabilities 1,909 2,106

The company has taken advantage of the exemption in Section 408 of the companies Act 2006 not to present its own

statement of comprehensive income. The loss arising in the year amounts to £(30)m (2024: profit of £17m) and includes one-

off transaction costs incurred or provided for in relation to the agreement for sale of the Company and its subsidiaries to BWS.

The transaction is subject to approval by the regulators and the Court, which is expected to complete in H1 2026.

The financial statements were approved by the Board of Directors on 26 February 2026 and were signed on its behalf by:

Mark Godson

Director

Company number: 08568957

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

215

Statement of Cash Flows of the Company

for the year ended 31 December 2025

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

Cash flows from operating activities

(Loss)/Profit before tax (27) 23

Adjustments for:

Transactions in shares held by trusts (14) (3)

Coupon on Tier 1 notes from group undertakings (24) (26)

Interest income (57) (63)

Interest expense 53 59

Change in operating assets and liabilities:

Increase in provisions and other payables 32 –

Taxation paid (1) –

Net cash outflow from operating activities (38) (10)

Cash flows from investing activities

Interest received on financial assets 7 7

Capital injections in subsidiaries (50) –

Acquisition of property and equipment (14) (2)

Repayment of loans from group undertakings 325 300

Issue of loan to group undertakings (235) (250)

Coupon received on Tier 1 notes from group undertakings 24 26

Interest received on loans to group undertakings 54 56

Net cash inflow from investing activities 111 137

Cash flows from financing activities

Proceeds on issue of borrowings (net of costs) – 398

Payment on redemption of borrowings (155) (256)

Dividends paid (28) (23)

Coupon paid on Tier 1 notes¹ (16) (16)

Interest paid on borrowings¹ (56) (48)

Net cash (outflow)/inflow from financing activities (255) 55

Net increase/(decrease) in cash and cash equivalents (182) 182

Cash and cash equivalents at 1 January 279 97

Cash and cash equivalents at 31 December 97 279

Cash available on demand 15 15

Units in liquidity funds 82 264

Cash and cash equivalents at 31 December 97 279

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

216

Notes to the Company Financial Statements

1. Material Accounting Policies

General information

Just Group plc (the “Company”) is a public company limited by shares, incorporated and domiciled in England and Wales.

1.1. Basis of preparation

The financial statements have been prepared in accordance with UK adopted international accounting standards in conformity

with the requirements of the Companies Act 2006 and the disclosure guidance and transparency rules sourcebook of the

United Kingdom’s Financial Conduct Authority. Values are expressed to the nearest £1m. Where applicable, the accounting

policies followed in the separate Company financial statements are the same as those described in note 1 to the Group

financial statements. In addition the following accounting policies are applied in the Company financial statements.

1.2 Investments in Group undertakings

Investments in subsidiary undertakings are stated at cost less any provision for impairment.

1.3 Loans to Group undertakings

Loans to subsidiary undertakings are valued at amortised cost net of impairment for expected credit losses. Expected credit

losses are calculated on a 12-month forward-looking basis where a loan is neither credit impaired on origination nor has

experienced a significant increase in credit risk.

1.4 Share-based payments

The Group offers a number of employee share options plans. The share-based payment plans operated by the Group are all

equity-settled plans. The Company has the obligation to settle the options and awards of its equity instruments to employees

of its subsidiary undertakings. As such, the Company records an increase in the investment in subsidiary undertakings for the

value of the share options and awards granted with a corresponding credit entry recognised directly in equity. The value of

the share options and awards granted is based upon the fair value of the options and awards at the grant date, the estimated

vesting period and the vesting conditions.

1.5 Classification of intra-group loan arrangements

The Company assesses the commercial substance of its intra-Group lending arrangements to determine the classification

as either a financial asset (that gives rise to a financial liability or equity instrument in the subsidiary) or whether the lending

arrangement forms part of the Company’s investment in the subsidiary. In making the assessment the Company considers

evidence of past principal and coupon payments, planned payments and the contractual terms of the arrangement. Intra-Group

loans that bear a market rate of interest and have fixed repayment dates are classified as financial liabilities by the subsidiary

and as financial assets by the Company.

The Company issued restricted Tier 1 notes in the external market in 2019 and on-lent the proceeds from these instruments to

its subsidiaries JRL and PLACL under the same commercial terms as the Company obtained in the external market. In 2021, the

external 2019 restricted Tier 1 notes were refinanced. Subsequently, in 2024, the subsidiaries instruments were redeemed at

their first call date, and JRL entered into a simultaneous replacement Restricted Tier 1 note with a call date and structure that

aligns with the 2021 external restricted Tier 1 notes, with the coupon reflecting the market rate of interest at that time.

The PLACL restricted Tier 1 notes were not replaced.

These instruments are classified as equity instruments by the issuer as explained in note 21 to the Group financial statements;

classification of corresponding intra-Group arrangements by the subsidiaries is consistent with this. The JRL RT1 reflects

market rates of interest at the time of issue and the Company does not consider that the transaction represents an action in its

capacity as the shareholder, and therefore the asset recognised in the Company’s financial statements is classified as a loan in

the scope of IFRS 9. Interest received on these Restricted Tier 1 notes is recognised in profit or loss when received.

2. Investments in Group undertakings

in Group

undertakings

2025

£m

in Group

undertakings

2024

£m

At 1 January 861 855

Additions 62 6

At 31 December 923 861

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

217

Details of the Company’s investments in the ordinary shares of subsidiary undertakings are given in note 31 to the Group financial

statements. Additions in the year include £50m capital injections to subsidiary undertaking Just Retirement Group Holdings

Limited, and £12m (2024: £6m) relating to the cost of share-based payments for services provided by employees of subsidiary

undertakings to be satisfied by shares issued by the Company.

Investments in Group undertakings are assessed annually for any indication of impairment. In addition to the annual impairment

review, as reported in note 12 to the Group financial statements, the Group performs an annual impairment assessment regarding

the goodwill of the Just Retirement businesses which provides assurance over the recoverability of the Company’s investment in

Just Retirement Group Holdings limited and that no impairment is required.

The Company’s other investment in subsidiaries relates to Partnership Assurance Group limited (“PAG”). The Partnership business

primarily manages closed books of insurance business within Partnership Life Assurance Company Limited (“PLACL”) and as

such is tested for impairment annually due to the business being in run-off. Impairment testing has been carried out to assess

the recoverable amount of the investment in PAG at 31 December 2025. The recoverable amount has been determined based on

fair value and is in excess of the carrying value, indicating that no impairment of the Company’s investment in PAG was required.

The offer for Just Group by BWS provides a fair value price from the market which is utilised for this assessment. The 219.16p per

share offered by BWS has been treated as the fair value of the Group and allocated to PLACL based on the lower of net assets

and own funds.

3. Loans to Group Undertakings

2025

£m

2024

£m

At 1 January 961 1,011

Additions 239 250

Repayments (332) (300)

At 31 December 868 961

Details of the company’s loans to group undertakings are as follows:

31 December

2025

£m

31 December

2024

£m

£250m 9.75% perpetual restricted Tier 1 contingent convertible debt (call option in March 2031)

issued by JRL in April 2024 250 250

£225m 6.875% 10-year subordinated debt 2035 (Tier 2) issued by JRL in October 2025 229 –

£25m 8.125% 10-year subordinated debt 2029 (Tier 2) issued by JRL in October 2019 25 25

£250m 9.0% 10-year subordinated debt 2026 (Tier 2) issued by JRL in October 2016 254 254

£100m 8.125% 10-year subordinated debt 2029 (Tier 2) issued by PLACL in October 2019 102 102

£10m SONIA + 0.5% 5-year senior debt 2030 issued by JRH in October 2025 10 –

£75m 7.0% 10.5-year subordinated debt 2031 (Tier 2) issued by JRL in November 2020 – 76

£100m 7.0% 10.5-year subordinated debt 2031 (Tier 2) issued by PLACL in November 2020 – 102

£100m 8.2% 10-year subordinated debt 2030 (Tier 2) issued by JRL in May 2020 – 103

£50m 5.0% 7-year subordinated debt 2025 (Tier 3) issued by JRL in December 2018¹ – 51

870 963

Less: Loss allowance for expected credit losses (2) (2)

Total 868 961

1 Included in current assets in the prior year.

On 7 February 2025, JRL redeemed in full the £50m Tier 3 subordinated debt issued in December 2018. On 15 October 2025,

JRL redeemed in full the £100m Tier 2 subordinated debt issued in May 2020 and the £75m Tier 2 subordinated debt issued

in November 2020. JRL concurrently issued new Tier 2 subordinated debt of £225m with an interest rate of 6.875%. On

15 October 2025, PLACL redeemed in full the £100m Tier 2 subordinated debt issued in October 2019. On 15 October 2025,

JRH issued a new senior debt of £10m with an interest rate of SONIA + 0.5%.

Additions and repayments in 2024 relate to: redemption on 26 April 2024 by the Company of the fixed rate perpetual restricted

Tier 1 contingent convertible notes issued by JRL (£250m) and PLACL (£50m) together with JRL’s concurrent re-issue of

£250m new loan notes with no fixed maturity date and under same terms but with a market interest rate of 9.75%.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

218

4. Property and Equipment

Property and equipment consists of right-of-use property lease assets in respect of the addition of the Company’s new Reigate

office of £6m (2024: £nil) and Belfast office of £4m (2024: £5m), and construction in progress of £10m (2024: £nil) in respect

of the Company’s new London office.

5. Financial Investments

Fair value (designated)

31 December

2025

£m

31 December

2024

£m

Units in liquidity funds 82 264

Total 82 264

Units in liquidity funds were temporarily elevated at December 2024 ahead of planned settlement of the Company’s Tier 3 debt

in February 2025. As at 31 December 2025 the Company has sufficient liquid resources to meet its obligations as they fall due,

including amounts provided for as set out in note 9 below.

All assets for which fair value is measured or disclosed in the financial statements are categorised within the fair value

hierarchy, based on the lowest level input that is significant to the fair value measured as a whole. In the fair value hierarchy,

units in liquidity funds are all classified as Level 1. There have been no transfers between levels during the year.

6. Share Capital and Share Premium

Details of the Company’s share capital and share premium are included in note 19 to the Group financial statements.

7. Other Reserves

31 December

2025

£m

31 December

2024

£m

Merger reserve 300 300

Share held by trusts (3) (3)

Total other reserves 297 297

The merger reserve was established as the result of a placing of 94,012,782 ordinary shares in 2019 upon the acquisition

of 100% of the equity of Partnership Assurance Group plc in 2016. Consideration for the acquisition of the equity shares of

Partnership Assurance Group plc consisted of a new issue of shares in the Company. Accordingly, merger relief under Section

612 of the companies Act 2006 applied, and share premium was not recognised in respect of this issue of shares. The merger

reserve recognised represents the difference between the nominal value of the shares issued and the net assets of Partnership

Assurance Group plc acquired.

8. Subordinated Debt

Details of the Company’s subordinated debt are shown in note 24 to the Group financial statements.

9. Provisions

The Company has provisions of £27m (2024: £nil). In the current year, provisions primarily relate to legal and broker fees that

are payable on completion of the potential acquisition of the Company and it’s subsidiaries by BWS Limited. The proposed

acquisition was approved by the shareholders in September 2025, and completion is subject to approval by the regulatory

authorities and the court. At 31 December 2025 the Directors consider that it is probable that the acquisition will complete in

the first half of 2026.

Notes to the Company Financial Statements continued

Financial Statements

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

219

10. Related Party Transactions

Trading transactions and balances

The following transactions were made with related parties during the year:

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

Staff costs, Directors’ remuneration, operating expenses and management fees charged (32) (8)

Interest on loan balances charged to JRL 63 64

Interest on loan balances charged to PLACL 14 18

Additions to Group undertakings are detailed in note 2 and loans advanced to or repaid by Group undertakings are detailed in

note 3. The following balances in respect of related parties were owed by the Company at the end of the year:

31 December

2025

£m

31 December

2024

£m

Amounts owed for Group tax relief – (1)

Others – (1)

The following balances in respect of related parties were owed to the Company at the end of the year:

31 December

2025

£m

31 December

2024

£m

Loans to JRL (including interest) 757 758

Loans to PLACL (including interest) 101 203

Loan to JRH (including interest) 10 –

Key management compensation

Key management personnel comprise the Directors of the Company.

Key management compensation is disclosed in note 32 to the Group financial statements.

11. Commitments

The Company has capital commitments of £16.3m (2024: £nil) for the fit out of the new London office.

12. Post Balance Sheet Events

There were no material post balance sheet events that have taken place between 31 December 2025 and the date of this report.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

220

Additional Financial Information

The following additional financial information is unaudited.

Financial Investments Credit Ratings

The sector analysis of the Group’s financial investments portfolio by credit rating at 31 December 2025 is shown below:

Total

£m %

AAA

£m

BBB

£m

% BBB

£m

BB or

below

£m

Basic materials 97 0.3% – 5 21 67 0.9% 4

Communications and technology 967 3.2% 156 129 160 507 6.8% 15

Auto manufacturers 50 0.2% – – 13 37 0.5% –

Consumer staples (including healthcare) 1,114 3.7% 107 210 461 314 4.2% 22

Consumer cyclical 165 0.6% – 4 46 115 1.5% –

Energy 214 0.7% – 38 4 149 2.0% 23

Banks 1,325 4.5% 7 150 776 392 5.2% –

Insurance 864 2.9% – 429 183 252 3.4% –

Financial – other 796 2.7% 116 175 484 21 0.3% –

Real estate including REITs 651 2.2% 30 16 363 242 3.2% –

Government 4,867 16.4% 324 3,869 458 216 2.9% –

Industrial 558 1.9% – 59 267 228 3.0% 4

Utilities 2,236 7.5% – 173 290 1,773 23.8% –

Commercial mortgages 1,327 4.5% 113 436 684 73 1.0% 21

Long income real estate

1,776 6.0% 154 253 933 436 5.8% –

Infrastructure 4,438 14.9% 53 265 1,378 2,645 35.5% 97

Other 41 0.1% – – 41 – – –

Corporate/government bond total 21,486 72.3% 1,060 6,211 6,562 7,467 100.0% 186

Other assets 1,030 3.5%

Lifetime mortgages 6,015 20.1%

Liquidity funds 1,234 4.1%

Investments portfolio 29,765 100.0%

Derivatives and collateral 3,645

Gilts (interest rate hedging) 3,996

Total 37,406

1 Includes residential ground rents of £154m rated AAA. Includes direct long income real estate and where applicable, investment in trusts of £133m which are

primarily included in investments accounted for using the equity method and investment property in the IFRS Consolidated statement of financial position.

Other Information

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

221

New Business Profit Reconciliation

New business profit is deferred on the balance sheet under IFRS 17. In addition IFRS 17 requires that the CSM on initial

recognition is determined using economic assumptions at the point of recognition. Just recognises contracts in line with

this timing, but bases its assessment of new business profitability for management purposes on the economic parameters

prevailing at the quote date for GIfL business and market condition date for DB business.

Year ended

31 December

2025

£m

Year ended

31 December

2024

£m

New business CSM on gross business written 233 438

Reinsurance CSM 24 24

Net new business CSM 257 462

Impact of date used for profitability measurement (8) (2)

New business profit 249 460

New business profits are determined based on economic conditions of the target asset mix at the quotation date for GIfL

business and market condition date (see glossary for definition) for DB business and is the metric used by the CODM in

evaluating profitability of new business. The CSM from new business is measured based on the IFRS 17 recognition date and

therefore there is a recognition date reconciling item between the segmental reporting new business profit and the CSM

recognised from new business in note 22(e).

Reconciliation from Operating Profit to IFRS Consolidated Statement of Comprehensive Income

The tables below present the reconciliation from the Group’s APM income statement view to the IFRS statement of

comprehensive income for the Group. Further information on these tables is included in the Business Review.

Year ended 31 December 2025

Alternative profit measure format Statutory accounts format

Reported

£m

Quote date

difference

£m

CSM

deferral

£m

Adjusted

total

£m

Insurance

service

result

£m

Net

investment

result

£m

Other

finance

costs

£m

Other

income,

expenses

and

associates

£m

PBT

£m

New business profit 249 8 (257) –

CSM amortisation (67) 67 –

Net underlying CSM increase 182 8 (190) –

In-force operating profit 246 246 171 75 246

Other Group companies’ operating

results (16) (16) (16) (16)

Development costs and other (36) (36) (36) (36)

Finance costs (71) (71) (71) (71)

Underlying operating profit 305 8 (190) 123 171 75 (71) (52) 123

Operating experience and

assumption changes (32) (48) (80) (1) (79) (80)

Investment and economic

movements (98) (8) (106) 76 (190) 8 (106)

Strategic expenditure (71) (71) (71) (71)

Adjustment for transactions

reported directly in equity in IFRS 16 16 16 16

Adjusted profit before tax 120 (238) (118)

Deferral of profit in CSM (238) 238 –

Loss before tax (118) (118) 170 72 (245) (115) (118)

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

222

Reconciliation from Operating Profit to IFRS Consolidated Statement of Comprehensive Income continued

Year ended 31 December 2024

Alternative profit measure format Statutory accounts format

Reported

£m

Quote date

difference

£m

CSM

deferral

£m

Adjusted

total

£m

Insurance

service in

result

£m

Net

vestment

result

£m

Other

finance

costs

£m

Other

expenses

and

associates

£m

PBT

£m

New business profit 460 2 (462) –

CSM amortisation (71) 71 –

Net underlying CSM increase 389 2 (391) –

In-force operating profit 236 236 161 75 236

Other Group companies’ operating

results (17) (17) (17) (17)

Development costs and other (35) (35) (35) (35)

Finance costs (69) (69) (69) (69)

Underlying operating profit 504 2 (391) 115 161 75 (69) (52) 115

Operating experience and

assumption changes (37) 22 (15) (12) (3) (15)

Investment and economic

movements 18 (2) 16 226 (192) (18) 16

Strategic expenditure (23) (23) (23) (23)

Adjustment for transactions

reported directly in equity in IFRS 20 20 20 20

Adjusted profit before tax 482 (369) 113

Deferral of profit in CSM (369) 369 –

Profit before tax 113 113 149 298 (241) (93) 113

Additional Financial Information continued

Other Information

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

223

The following information is unaudited.

Shareholder profile as at 31 December 2025

Holdings No. of holders % of holders No. of shares % of issued share capital

1–5,000 491 52.51 461,339 0.04

5,001–10,000 62 6.63 470,061 0.05

10,001–100,000 180 19.25 6,170,522 0.59

100,001–1,000,000 103 11.02 42,139,996 4.06

1,000,001–10,000,000 73 7.81 239,182,153 23.03

10,000,001–20,000,000 14 1.50 208,718,440 20.09

20,000,001 and over 12 1.28 541,560,421 52.14

Totals 935 100 1,038,702,932 100

Information for Shareholders

Registrar

The Company’s register of shareholders is maintained by our

Registrar, Equiniti Limited. All enquiries regarding shareholder

administration, including dividends, lost share certificates

or changes of address, should be communicated in writing,

quoting the Company’s reference number 3947 to Equiniti

via one of the methods below.

Online

Shareholders can view and manage their shareholdings and dividend

mandates online at www.shareview.co.uk.

Telephone

+44 (0)371 384 2787. Lines are open 8.30am to 5.30pm (UK time)

Monday to Friday (excluding public holidays in England and Wales).

Post

Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex,

BN99 6DA

Dividend payments and mandates

Any dividends due will only be paid by direct credit. We

strongly encourage all shareholders to register a Shareview

Portfolio and nominate their bank account at www.shareview.

co.uk in order to receive their cash dividends by direct

transfer to a bank or building society account.

Annual General Meeting

The Company intends to hold its Annual General Meeting for

the year ended 31 December 2025 in mid-2026 in London,

subject to the Company’s listed status and shareholder

structure at that time. Further details will be published on

the Company’s website in due course.

Just Group plc share price

The Company’s ordinary shares are listed on the equity

shares of commercial companies segment of the London

Stock Exchange under the symbol JUST. Current and

historical share price information is available on our website

www.justgroupplc.co.uk/ investors/share-monitor and also

on many other websites.

Electronic communications

Shareholders are encouraged to elect to receive shareholder

documents electronically to receive shareholder information

quickly and securely, and to help us save paper and reduce

our carbon footprint, by registering with Shareview at

www.shareview.co.uk.

Shareholders who have registered will be sent an email

notification whenever shareholder documents are available

on the Company’s website. When registering, shareholders

will need their shareholder reference number which can be

found on their share certificate.

Shareholder security

Shareholders should be very wary of any unsolicited

advice, offers to buy shares at a discount, or offers of free

company reports. These are typically from overseas based

“brokers” who target UK shareholders, offering to sell them

what often turn out to be worthless or high risk shares in

UK investments. These operations are commonly known as

“boiler rooms”. These “brokers” can be very persistent and

persuasive. Just Group plc shareholders are advised to be

extremely wary of such approaches and to only deal with

firms authorised by the FCA. You can check whether an

enquirer is properly authorised and report scam approaches

by contacting the FCA on www.fca.org.uk/consumers or by

calling the FCA Consumer Helpline on 0800 111 6768.

Investor relations enquiries

For all institutional investor relations enquiries, please contact

our Investor Relations team whose contact details can be

found at www.justgroupplc.co.uk/contact-us. Individual

shareholders with queries regarding their shareholding in the

Company should contact our Registrar, Equiniti Limited.

Shareholders can stay informed about the latest news and

events from Just Group plc by registering for our Alert

Service at www.justgroupplc.co.uk/investors/alert-service.

Simply select the topics that interest you, such as Results

and presentations, Board changes and AGM and other

meetings. Once registered, you will automatically receive

an email notification whenever new information becomes

available

on our website.

Digital copies of our Annual Report and Accounts are

available at www.justgroupplc.co.uk/investors/results-

reports-and-presentations.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

224

Cautionary statement and forward-looking statements

This Annual report has been prepared for, and only for, the members of Just Group plc (the “Company”) as a body, and for

no other persons. The Company, its Directors, employees, agents and advisers do not accept or assume responsibility to

any other person to whom this document is shown or into whose hands it may come, and any such responsibility or liability is

expressly disclaimed.

By their nature, the statements concerning the risks and uncertainties facing the Company and its subsidiaries (the “Group”)

in this Annual Report involve uncertainty, since future events and circumstances can cause results and developments to differ

materially from those anticipated. This Annual Report contains, and we may make other statements (verbal or otherwise)

containing, forward-looking statements in relation to the current plans, goals and expectations of the Group relating to its or

their future financial condition, performance, results, strategy and/or objectives (including, without limitation, climate-related

plans and goals). Statements containing the words: ‘believes’, ’intends’, ’expects’, ’plans’, ’seeks’, ’targets’, ‘continues’, ‘future’,

‘outlook’, ‘potential’ and ’anticipates’ or other words of similar meaning are forward-looking (although their absence does not

mean that a statement is not forward-looking). Forward-looking statements involve risk and uncertainty because they are

based on information available at the time they are made, based on assumptions and assessments made by the Company in

light of its experience and its perception of historical trends, current conditions, future developments and other factors which

the Company believes are appropriate. These statements relate to future events and depend on circumstances which may be

or are beyond the Group’s control. For example, certain insurance risk disclosures are dependent on the Group’s choices about

assumptions and models, which by their nature, are estimates. As such, although the Group believes its expectations are based

on reasonable assumptions, actual future gains and losses could differ materially from those that we have estimated. Other

factors which could cause actual results to differ materially from those estimated by forward-looking statements include, but

are not limited to: domestic and global political, economic and business conditions (such as the longer-term impact from the

COVID-19 outbreak or the impact of other infectious diseases, climate change, foreign trade policies (including the imposition

of tariffs, increasing the risk of trade tensions), the conflict in the Middle East, and the continuing situation in Ukraine); asset

prices; market-related risks (such as fluctuations in interest rates, exchange rates, and the performance of financial markets

generally); the policies and actions of governmental and/or regulatory authorities (including, for example, new government

initiatives related to taxation (including employers National Insurance contributions, capital gains tax and inheritance tax),

pensions legislation and regulations or the costs of social care or climate action, particularly the transition to net zero); the

impact of inflation and deflation on both market conditions and customer behaviours; and evolving advice needs; market

competition; failure to efficiently and effectively respond to climate change related risks and the transition to a net zero

economy; changes in assumptions in pricing and reserving for insurance business (particularly with regard to mortality and

morbidity trends, gender pricing and lapse rates); risks associated with arrangements with third parties, including joint ventures

and distribution partners and the timing, impact and other uncertainties associated with future acquisitions, disposals or other

corporate activity undertaken by the Group and/or within relevant industries; inability of reinsurers to meet obligations or

unavailability of reinsurance coverage; default of counterparties; information technology or data security breaches including

cybersecurity threats and the rapid pace of technological change (including the role of artificial intelligence and machine

learning); the impact of changes in capital, solvency or accounting standards; and tax and other legislation and regulations in

the jurisdictions in which the Group operates (including changes in the regulatory capital requirements which the Company and

its subsidiaries are subject to). As a result, the Group’s actual future financial condition, performance and results may differ

materially from the plans, goals and expectations set out in the forward-looking statements.

On 31 July 2025, the boards of directors of Brookfield Wealth Solutions Ltd (“BWS”) and Just Group plc (“Just”) announced

that they had reached agreement on the terms of a recommended cash offer to be made by BWS Holdings Limited (“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”).

As previously communicated, the Acquisition is expected to complete during the first half of 2026.

The forward-looking statements are currently only as at the date of this document and reflect knowledge and information

available at the date of preparation of this Annual Report. The Group undertakes no obligation to update these forward-looking

statements or any other forward-looking statement it may make (whether as a result of new information, future events or

otherwise), except as may be required by law.

Persons receiving this Annual Report should not place undue reliance on forward-looking statements. Past performance is not

an indicator of future results. The results of the Company and the Group in this Annual Report may not be indicative, and are

not an estimate, forecast or projection of, the Group’s future results. Nothing in this Annual Report should be construed as a

profit forecast.

Information for Shareholders continued

Other Information

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

225

Directors

Non-Executive Directors:

John Hastings-Bass, Chair

Mary Phibbs, Senior Independent Director

Jim Brown

Michelle Cracknell

Mary Kerrigan

Matt Saker

Executive Directors:

David Richardson, Group Chief Executive Officer

Mark Godson, Group Chief Financial Officer

Group Company Secretary

Simon Watson

Registered Office

Just Group plc

Enterprise House

Bancroft Road

Reigate

Surrey

RH2 7RP

Website: www.justgroupplc.co.uk

Tel: +44 (0)1737 233296

Registered in England and Wales number 08568957

Independent Auditor

PricewaterhouseCoopers LLP

7 More London Riverside

London

SE1 2RT

Corporate Brokers

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

London

E14 5JP

RBC Capital Markets

100 Bishopsgate

London

EC2N 4AA

Directors and Advisers

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

226

Acquisition costs Comprise directly attributable costs incurred in the selling, underwriting and commencing of insurance contracts.

Adjusted profit/ (loss)

before tax

An APM, this is the profit/(loss) before tax before deferral of profit in CSM

Alternative performance

measure (“APM”)

In addition to statutory IFRS performance measures, the Group has presented a number of non-statutory

alternative performance measures. The Board believes that the APMs used give a useful insight into the

underlying performance of the Group. APMs are identified in this glossary together with a reference to where

the APM has been reconciled to its nearest statutory IFRS equivalent. APMs regarding our Solvency position are

reconciled to the Solvency II excess own funds. APMs which are also KPIs are indicated as such.

Buy-in An exercise enabling a pension scheme to obtain an insurance contract that pays a guaranteed stream of income

sufficient to cover the liabilities of a group of the scheme’s members.

Buy-out An exercise that wholly transfers the liability for paying member benefits from the pension scheme to an insurer

which then becomes responsible for paying the members directly.

Care plan (“CP”) A specialist insurance contract contributing to the costs of long-term care by paying a guaranteed income to a

registered care provider for the remainder of a person’s life.

Cash Generation A Solvency II APM and one of the Group’s KPIs which represents the movement in Solvency II excess own funds

over the year, generated from in-force surplus, net of Group overheads and management expenses and debt

interest. It excludes new business strain, strategic expenditure, development costs and other one-off expenses,

economic variances, regulatory adjustments, impact of capital actions and impact of management actions and

other operating items.

Confidence Interval The degree of confidence that the provision for future cash flows plus the risk adjustment reserve will be

adequate to meet the cost of future payments to annuitants.

Contractual Service

Margin (“CSM”)

Represents deferred profit earned on insurance products. CSM is recognised in profit or loss over the life of the

contracts.

CSM amortisation Represents the net release from the CSM reserve into profit as services are provided. The figures are net of

accretion (unwind of discount), and the release is computed based on the closing CSM reserve balance for the

period.

Deferral of profit in CSM The total movement on CSM reserve in the year. The figure represents CSM recognised on new business,

accretion of CSM (unwind of discount), transfers to CSM related to changes to future cash flows at locked-in

economic assumptions, less CSM release in respect of services provided.

Defined benefit deferred

(“DB deferred”) business

The part of DB de-risking transactions that relates to deferred members of a pension scheme. These members

have accrued benefits in the pension scheme but have not yet retired.

Defined benefit

de-risking partnering

(“DB partner (funded) re”)

A DB de-risking transaction in which a reinsurer has provided reinsurance in respect of the asset and liability

side risks associated with one of our DB Buy-in transactions.

Defined benefit (“DB”)

pension scheme

A pension scheme, usually backed or sponsored by an employer, that pays members a guaranteed level of

retirement income based on length of membership and earnings.

Defined contribution

(“DC”) pension scheme

A work-based or personal pension scheme in which contributions are invested to build up a fund that can be

used by the individual member to obtain retirement benefits.

De-risk An action carried out by the trustees of a pension scheme with the aim of transferring risks such as longevity,

investment, inflation, from the sponsoring employer and scheme to a third party such as an insurer.

Development costs Incurred relating to the generation of incremental value (extending market reach or share) in future years, from

developing existing products, markets, or new developments to the Group’s technology and modelling capability,

and additionally major business transformational projects related to generating incremental value in future years.

Drawdown

(sales or products)

Collective term for investment products including Capped Drawdown.

Earnings per share

(basic and diluted)

The calculation of basic and diluted Earnings Per Share (“EPS”) is based on dividing the profit or loss attributable

to ordinary equity holders of the Company by the weighted-average number of ordinary shares outstanding, and

by the diluted weighted-average number of ordinary shares potentially outstanding at the end of the period.

Employee benefits

consultant (“EBC”)

An adviser offering specialist knowledge to employers on the legal, regulatory and practical issues of rewarding

staff, including non-wage compensation such as pensions, health and life insurance and profit sharing.

Finance costs Finance costs included within underlying operating profit include coupons paid on the Group’s restricted Tier 1

notes, interest payable on the Group’s Tier 2 and Tier 3 notes, facility non-utilisation fees and debt repurchase

costs when incurred, and amortisation of debt issue and facility arrangement costs capitalised. Finance costs

included in cash generation include coupons paid on the Group’s restricted Tier 1 notes, interest paid on the

Group’s Tier 2 and Tier 3 notes, and all facility costs when incurred. Interest paid on repurchase agreements is

excluded from the measure of finance costs within underlying operating profit and cash generation, as these

costs are reported together with the impact of the investment assets funded by repurchase agreements.

Glossary

Other Information

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

227

Guaranteed Income for

Life (“GIfL”)

Retirement income products which transfer investment and longevity risk and provide the retiree with a

guarantee to pay an agreed level of income for as long as the retiree lives. On a “joint-life” basis, the policy

will continue to pay a guaranteed income to a surviving spouse/partner. Just provides modern individually

underwritten GIfL solutions.

IFRS 17 recognition date The date on which insurance contracts are recognised for IFRS 17 reporting purposes: GIfL and Care policies are

recognised on policy completion date, DB contracts are recognised on contract inception date.

IFRS profit before tax One of the Group’s KPIs, representing the profit before tax attributable to equity holders.

In-force operating profit An APM and represents profits from the in-force portfolio before investment and insurance experience

variances, and assumption changes. It mainly represents expected release of risk adjustment for non-financial

risk and of allowance for credit default in the period, investment returns earned on shareholder assets, together

with the value of the (net) CSM amortisation.

Investment and

economic movements

Reflect the difference in the period between expected investment returns, based on investment and economic

assumptions at the start of the period, including the target asset mix for new business, and the actual returns

earned. Investment and economic profits also reflect the impact of assumption changes in future expected risk-

free rates, corporate bond defaults and house price inflation and volatility.

Key performance

indicators (“KPIs”)

KPIs are metrics adopted by the Board which are considered to give an understanding of the Group’s underlying

performance drivers. The Group’s KPIs are Retirement income sales (shareholder funded), New business profit,

Underlying operating profit, IFRS profit before tax, Return on equity, Tangible net asset value per share, New

business strain, cash generation and Solvency II capital coverage ratio.

Lifetime mortgage

(“LTM”)

An equity release product that allows homeowners to take out a loan secured on the value of their home,

typically with the loan plus interest repaid when the homeowner has passed away or moved into long-term care.

LTM notes Structured assets issued by wholly owned special purpose entities, Just Re1 Ltd and PLACL Re 1 Ltd. These

entities hold pools of lifetime mortgages, each of which provides the collateral for issuance of senior and

mezzanine notes to Just Retirement Ltd and Partnership Life Assurance Group Ltd, eligible for inclusion in its

matching portfolio.

Market conditions date The date used as a reference point for market and economic conditions to determine the quotation premium.

Medical underwriting The process of evaluating an individual’s current health, medical history and lifestyle factors, such as smoking,

when pricing an insurance contract.

Net asset value (“NAV”) An APM that represents IFRS total equity, net of tax, and excluding equity attributable to Tier 1 noteholders.

New business margin An APM that is calculated by dividing new business profit by Retirement income sales (shareholder funded). It

provides a measure of the profitability of shareholder funded Retirement income sales.

New business profit

(“NBP”)

An APM and one of the Group’s KPIs, representing the profit generated from new business written in the

year after allowing for the establishment of reserves and for future expected cash flows, risk adjustment and

incorporate expected investment returns on the target asset mix of investments to back that business plus an

allowance for acquisition expenses and incremental marginal costs including overheads that are attributable to

new business. The net underlying CSM increase from new business is added back as the Board considers the

value of new business is significant in assessing performance. New business profit is reconciled to adjusted

profit before tax, which is reconciled to IFRS profit before tax in the Business Review.

New business strain An APM and one of the Group’s KPIs, representing the capital strain on new business written in the year after

allowing for acquisition expense allowances and the establishment of Solvency II technical provisions and

Solvency Capital Requirement.

No-negative equity

guarantee (“NNEG”)

hedge

A derivative instrument designed to mitigate the impact of changes in property growth rates on both the

regulatory and IFRS balance sheets arising from the guarantees on lifetime mortgages provided by the Group

which restrict the repayment amounts to the net sales proceeds of the property on which the loan is secured.

Operating experience

assumption

Represents changes to cash flows in the current and future periods valued based on end-of-period economic

and assumptions. This is reported prior to the deferral of profit in CSM from changes to future cash flows

changes

Organic capital

generation

An APM that is calculated in the same way as cash generation, plus the impact of new business strain,

development costs and other one-off expenses and management actions and other items.

Other Group operating The results of Group companies including our HUB group of companies, which provides regulated advice and

companies’ intermediary services, and professional services to corporates, and corporate costs incurred by

Group holding results companies.

Peppercorn rent A very low or nominal rent.

PrognoSys™ The Group’s proprietary underwriting engine, which is based on individual mortality curves derived from Just

Group’s own data collected since its launch in 2004.

Regulated financial

advice

Personalised financial advice for retail customers by qualified advisers who are regulated by the Financial

Conduct Authority.

REITs A Real Estate Investment Trust is a company that owns, operates, or finances income-generating real estate.

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

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Retail The Group’s collective term for GIfL and Care Plan.

Retirement income sales

(shareholder funded)

An APM and one of the Group’s KPIs and a collective term for GIfL, DB and Care Plan new business sales “Sales”

and excludes DB partner premium. Premiums are reported gross of commission paid. Retirement income sales

(shareholder funded) are reconciled in note 2 to premiums included in the analysis of movement in insurance

liabilities within note 22.

Return on equity An APM and one of the Group’s KPIs. Return on equity is calculated by dividing underlying operating profit

after attributed tax for the period by the average tangible net asset value for the period and is expressed as an

annualised percentage. Underlying operating profit and tangible net asset value are reconciled respectively to

IFRS profit before tax and IFRS total equity in the Business Review.

Risk adjustment for

non-financial risk (“RA”)

Allowance for longevity, expense, and insurance specific operational risks representing the compensation

required by the business when managing existing and pricing new business.

Secure Lifetime Income

(“SLI”)

A tax efficient solution for individuals who want the security of knowing they will receive a guaranteed income

for life and the flexibility to make changes in the early years of the plan.

Solvency II Sets out regulatory requirements for insurance firms and groups, covering financial resources, governance and

accountability, risk assessment and management, supervision, reporting and public disclosure.

Solvency UK Covers the reforms to the Solvency II requirements for the UK and implemented by the PRA.

Strategic expenditure Are costs that deliver major regulatory change, the implementation of major strategic investment, new product

and business lines and other restructuring costs.

Tangible net asset value

(“TNAV”)

An APM that comprises IFRS total equity attributable to ordinary shareholders, excluding goodwill and other

intangible assets, and after adding back contractual service margin, net of tax.

Tangible net asset value

per share

An APM and one of the Group’s KPIs, representing tangible net asset value divided by the closing number of

issued ordinary shares excluding shares held in trust.

Trustees Individuals with the legal powers to hold, control and administer the property of a trust such as a pension

scheme for the purposes specified in the trust deed. Pension scheme trustees are obliged to act in the best

interests of the scheme’s members.

Underlying earnings per

An APM that is calculated by dividing underlying operating profit after attributed tax by the weighted average

number of shares in issue by the Group for the period.

Underlying operating

profit

An APM and one of the Group’s KPIs representing new business profit, in-force operating profit, other Group

companies’ operating results, development costs and other, and finance costs. Underlying operating profit

represents new business profit and profits from in force business excluding operating assumption changes and

experience variances. The Board believes the combination of both future profit generated from new business

written together with profit from the in-force book of business, provides a view of the development of the

Group aligned to growth and future cash release. Variances between actual and expected investment returns

due to temporary economic and market changes, including on surplus assets and on assets assumed to back

new business, and, are reported outside underlying operating profit. Furthermore, underlying operating profit

excludes strategic expenditure, amortisation of intangible assets arising on consolidation, and any impairments

since these items arise outside the normal course of business. Underlying operating profit is reconciled to IFRS

profit before tax in the Business Review.

Glossary continued

JUST GROUP PLC | ANNUAL REPORT AND ACCOUNTS 2025

229

Other Information

ABI Association Of British Insurers

AGM Annual General Meeting

APM Alternative Performance Measure

BWS Brookfield Wealth Solutions Ltd

Articles Articles Of Association

CMI Continuous Mortality Investigation

Code UK Corporate Governance Code

CP Care Plans

CPI Consumer Prices Index

DB Defined Benefit De-Risking Solutions

DC Defined Contribution

DSBP Deferred Share Bonus Plan

EBT Employee Benefit Trust

EPS Earnings Per Share

ERM Equity Release Mortgage

ESG Environment, Social And Governance

EVT Effective Value Test

FCA Financial Conduct Authority

FRC Financial Reporting Council

GDPR General Data Protection Regulation

GHG Greenhouse Gas

GIfL Guaranteed Income For Life

GIPA Guaranteed Income Producing Asset

Hannover Hannover Life Reassurance Bermuda Ltd

IFRS International Financial Reporting Standards

IP Intellectual Property

ISA International Standards On Auditing

JRL Just Retirement Limited

KPI Key Performance Indicator

LCP Lane Clark & Peacock LLP

LPI Limited Price Index

LTIP Long Term Incentive Plan

LTM Lifetime Mortgage

MA Matching Adjustment

MAR Market Abuse Regulation

NAV Net Asset Value

NNEG No-Negative Equity Guarantee

ORSA Own Risk And Solvency Assessment

PAG Partnership Assurance Group

PLACL Partnership Life Assurance Company Limited

PPF Pension Protection Fund

PRA Prudential Regulation Authority

PRI United Nations Principles For Responsible Investment

PVIF Purchased Value Of In-Force

PWC PricewaterhouseCoopers LLP

REIT Real Estate Investment Trust

RPI Retail Price Inflation

SAPS Self-Administered Pension Scheme

SAYE Save As You Earn

SCR Solvency Capital Requirement

SFCR Solvency And Financial Condition Report

SID Senior Independent Director

SIP Share Incentive Plan

SLI Secure Lifetime Income

SME Small And Medium-Sized Enterprise

STIP Short Term Incentive Plan

TCO2E Tonnes Of Carbon Dioxide Equivalent

TMTP Transitional Measures On Technical Provisions

TSR Total Shareholder Return

Abbreviations

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Just Group plc

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Reigate

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