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Just Group PLC

Major Shareholding Notification Aug 13, 2025

5324_rns_2025-08-13_07da1bf6-185b-4137-933f-5a7286d22488.html

Major Shareholding Notification

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National Storage Mechanism | Additional information

RNS Number : 0657V

Just Group PLC

13 August 2025

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser: Just Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree
Just Group plc
(d) Is the discloser the offeror or the offeree? Offeree
(e) Date position held:

     The latest practicable date prior to the disclosure
12 August 2025
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"
N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security: Ordinary Shares of 10p each
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil
TOTAL: Nil Nil Nil Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests of Directors

Just Group plc ordinary shares held by directors of Just Group plc and their close relatives and related trusts

Director Number of Just Group Plc ordinary shares held Percentage of total issued share capital*
John Hastings-Bass 210,200 0.020%
David Richardson 3,175,408 0.306%
Mark Godson 101,819 0.010%
Mary Phibbs 30,000 0.003%
Michelle Cracknell 59,000 0.006%
James Brown (1) 200,000 0.019%
Mary Kerrigan 61,715 0.006%

*Percentages are rounded to three decimal places

(1)       Shares held by Kiripaka Capital, a connected party of James Brown.

Interests held as options or awards by directors of Just Group plc in ordinary shares of Just Group plc

Director Share plan Grant date Number of Just Group plc ordinary shares in respect of which options granted / subject to award Exercise price (per share) (£) Vesting Date Date of expiry of exercise period
David Richardson Deferred Share Bonus Plan 31 March 2025 251,798 Nil 31 March 2028 31 March 2035
Deferred Share Bonus Plan 28 March 2024 325,791 Nil 28 March 2027 28 March 2034
Deferred Share Bonus Plan 23 March 2023 325,475 Nil 23 March 2026 23 March 2033
Deferred Share Bonus Plan 24 March 2022 323,796 Nil 24 March 2025 24 March 2032
Long Term Incentive Plan 31 March 2025 1,200,706 Nil 31 March 2028 31 March 2035
Long Term Incentive Plan 28 March 2024 1,327,014 Nil 28 March 2027 28 March 2034
Long Term Incentive Plan 23 March 2023 1,543,030 Nil 23 March 2026 23 March 2033
Long Term Incentive Plan 24 March 2022 1,391,681 Nil 24 March 2025 24 March 2032
Mark Godson Deferred Share Bonus Plan 31 March 2025 143, 884 Nil 31 March 2028 31 March 2035
Long Term Incentive Plan 28 March 2024 568,720 Nil 28 March 2027 28 March 2034
Long Term Incentive Plan 31 March 2025 512,922 Nil 31 March 2028 31 March 2035
Sharesave Plan 24 April 2024 31,176 0.85 1 June 2029 1 December 2029

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"
None.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
###### Date of disclosure: 13 August 2025
###### Contact name: Simon Watson, Company Secretary
###### Telephone number: +44 (0) 20 7444 8400

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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