Just : Proposed Just Group plc Long Term Incentive Plan Rules

JUST GROUP PLC

JUST GROUP PLC LONG TERM INCENTIVE PLAN

Approved by shareholders at the

9 May 2023 Annual General Meeting

Adopted by the Board on [ ] May 2023

CONTENTS

Clause

Page

1.	DEFINITIONS	3
2.	PARTICIPATION	6
3.	RESTRICTED SHARE UNITS	7
4.	INDIVIDUAL LIMITATIONS	7
5.	PLAN LIMITATIONS	7
6.	VESTING DATE	8
7.	CESSATION OF EMPLOYMENT	9

8. TAKEOVER, REORGANISATION, WINDING UP AND OTHER CORPORATE

	EVENTS	9
9.	EXCHANGE OF AWARDS	10
10.	VESTING AND EXERCISE	11
11.	HOLDING PERIOD	12
12.	AMENDMENT TO PERFORMANCE CONDITIONS	12
13.	SOURCE OF SHARES	12
14.	SATISFACTION OF CASH AWARDS AND OTHER AWARDS IN CASH	12
15.	VARIATION	13
16.	TAXATION	13
17.	RELATIONSHIP BETWEEN THE PLAN AND THE PARTICIPANTS'
	EMPLOYMENT AND LOSS OF OFFICE	14
18.	NO ASSIGNMENT AND BANKRUPTCY	15
19.	DECISIONS OF THE COMMITTEE	15
20.	GOVERNING LAW	15
21.	INTERNATIONAL	16
Appendix 1 RECOVERY AND WITHHOLDING	17
Appendix 2 SHARES SUBJECT TO HOLDING PERIOD	21

1. DEFINITIONS

1.1 In this Plan references to the following words shall bear the following meanings:

Admission Date means the day on which the Shares are first admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's market for listed securities;

Annual Base Salary means the annual base salary of the Eligible Person in respect of their employment with the Group, excluding any overtime pay, bonuses and payments under any other form of incentive scheme;

Award means an award made pursuant to this Plan which may be a conditional award of Shares, an Option or other right to receive Shares without payment or a Cash Award;

Award Certificate means a certificate (or communication) sent to a Participant pursuant to Rule 2.3;

Award Value means the value of the relevant Award at the Date of Grant being the number of Shares (or Notional Shares in the case of a Cash Award) the subject of the Award multiplied by the average of the middle market quotations for Shares as derived from the London Stock Exchange Daily Official List for the five Dealing Days (or such shorter period as the Committee may determine) preceding the Date of Grant;

the Board means the board of directors of the Company or a duly constituted committee of it;

Capital Reorganisation means any variation in the share capital or reserves of the Company (including, without limitation, by way of capitalisation issue, rights issue, sub-division, consolidation, or reduction);

Cash Award means a conditional right to receive a cash amount determined in accordance with Rule 14;

the Committee means the remuneration committee of the Board or such duly constituted committee of the Board as may replace it;

the Company means Just Group plc (formerly known as Just Retirement Group plc), a company incorporated in England with the number 8568957, whose registered office is at Enterprise House, Bancroft Road, Reigate, Surrey RH2 7RP;

Control has the meaning given to that term by Section 995 of the Income Tax Act 2007; Date of Grant means in respect of any Award, the date on which it is granted;

Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;

Discretionary Share Scheme means an Employees' Share Scheme in which participation is solely at the discretion of the Committee;

Eligible Person means any person who is an executive director or employee of any Group Company;

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Employees' Share Scheme has the meaning given by Section 1166 of the Companies Act 2006;

Financial Year has the meaning given by Section 390 of the Companies Act 2006;

Good Leaver means a Participant who ceases to be a director or employee of a company in the Group without becoming or remaining a director or employee of another Group Company by reason of:

1. death, ill health, injury, or disability evidenced to the satisfaction of the Committee; or
2. redundancy (within the meaning of the Employment Rights Act 1996); or
3. retirement with the consent of the Committee, acting fairly and reasonably;
4. their employing company ceasing to be a Group Company;
5. the business or part of the business in which they are employed being transferred to a transferee which is not a Group Company; or
6. other exceptional circumstances (other than summary dismissal) where the Committee so decides in its absolute discretion (acting on a fair and reasonable basis);

Grant Period means the period of 42 days beginning on the date of the approval of the Plan by shareholders and thereafter any period of 42 days commencing on:

1. the day immediately following the day on which the Company announces its results for the last preceding Financial Year, half-year or other period; or
2. any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards;

Group means the Company and its subsidiaries (as defined in Section 1159 of the Companies Act 2006) from time to time (each such company being a Group Company);

Holding Period means a period following the Vesting Date of an Award set by the Committee during which the Participant may not transfer, assign, charge or otherwise dispose of (except on the Participant's death to their personal representatives) the Shares subject to the Award, save to the extent necessary to discharge any Taxable Amount due following the Vesting Date of an Award or, in respect of an Option, the exercise of the Award;

ITEPA means the Income Tax (Earnings and Pensions) Act 2003;

Listing Rules means the Listing Rules published by the Financial Conduct Authority (as amended from time to time);

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

Market Value means, in relation to a Share on any day, for so long as the Shares are listed on a recognised stock exchange, the closing middle-market quotation of a Share

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as derived from the London Stock Exchange Daily Official List on that day or otherwise as determined by the Committee;

Notional Share means a share equal in value to a Share but having no legal rights attributable to a Share;

Option means a conditional nil-cost option to acquire Shares granted pursuant to this Plan;

Option Period means, in respect of an Option, the period commencing on the Vesting Date of an Option and expiring on such date thereafter as the Committee shall determine at the Date of Grant pursuant to Rule 2 not being later than the tenth anniversary of the Date of Grant save that the Option Period in the case of a Good Leaver shall be automatically shortened so as to expire on the first anniversary of the date on which the relevant Option vests (or if later, the six month anniversary of the end of the applicable Holding Period if any) unless the Committee permits otherwise;

Participant means any individual who holds a subsisting Award (including, where the context permits, the legal personal representatives of a deceased Participant);

Performance Period means the period over which any Performance Conditions attaching to an Award must be satisfied;

Performance Conditions means the condition or conditions related to performance set by the Committee pursuant to Rule 2 (as amended from time to time in accordance with Rule 12_bookmark21);

the Plan means this Just Group plc Long Term Incentive Plan and as amended from time to time;

Recovery and Withholding means an obligation to repay the amounts referred to in clauses 1 and 3 of Appendix 1 to the Plan;

Relevant Corporate Event means a corporate event such as a demerger, delisting, special dividend or other event which, in the opinion of the Committee may affect the current or future value of the Shares;

Restricted Share Unit has the meaning given to it in Rule 3.2;

Reorganisation means a reorganisation whereby a new holding company acquires the Company in circumstances where there is a complete or substantial identity between the holders of Shares before the reorganisation and the holders of ordinary shares in the capital of the new holding company after the reorganisation;

Shares means fully paid and irredeemable ordinary shares in the capital of the Company or shares representing those shares following any Capital Reorganisation;

Takeover means the obtaining of Control of the Company whether effected by way of a general offer to acquire all of the Shares not already owned by the offeror and/or any person acting in concert with them, a scheme of arrangement pursuant to Section 895 of the Companies Act 2006 or otherwise (excluding for the avoidance of doubt any Reorganisation);

Transfer Date means the time at which Control of the Company passes to the offeror - 5 -