Just Group PLC — M&A Activity 2016

Mar 14, 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") who specialises in advising upon investment in shares and other securities if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in your own jurisdiction.

This document comprises a supplementary prospectus (the "Supplementary Prospectus") relating to Just Retirement Group plc ("Just Retirement" or the "Company") and the New Just Retirement Shares and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") made under section 73A of FSMA. The Supplementary Prospectus has been approved by the FCA in accordance with section 87A of FSMA and has been filed with the FCA and has been made available to the public in accordance with the Prospectus Rules.

This Supplementary Prospectus is supplementary to, and must be read in conjunction with, the prospectus published by Just Retirement on 28 September 2015 (the "Original Prospectus"). Save as disclosed in this Supplementary Prospectus, since the publication of the Original Prospectus, there have been no significant new factors, material mistakes or inaccuracies relating to the information contained in the Original Prospectus.

Capitalised terms used and not defined in this Supplementary Prospectus shall have the meanings given to such terms in the Original Prospectus.

The Directors and the Proposed Directors, whose names appear on pages 55 and 144 to 147 of the Original Prospectus, and Just Retirement accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of Just Retirement, the Directors and the Proposed Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information.

The release, publication or distribution of this Supplementary Prospectus, in whole or in part, in, into or from jurisdictions other than the United Kingdom, may be restricted by the laws of those jurisdictions and, therefore, persons into whose possession this Supplementary Prospectus comes should inform themselves about, and observe, any applicable requirements. Any failure to comply with these restrictions may constitute a violation of the securities laws of one or more of such jurisdictions. In particular, this Supplementary Prospectus should not be released, published, distributed, forwarded, or transmitted, in whole or in part, in, into or from any Restricted Jurisdiction.

INVESTORS SHOULD READ THIS SUPPLEMENTARY PROSPECTUS (INCLUDING ALL THE INFORMATION INCORPORATED INTO IT BY REFERENCE) AND THE ORIGINAL PROSPECTUS AS A WHOLE CAREFULLY AND IN THEIR ENTIRETY. IN PARTICULAR, INVESTORS SHOULD TAKE ACCOUNT OF THE SECTION HEADED "RISK FACTORS" OF THE ORIGINAL PROSPECTUS WHICH CONTAINS A DISCUSSION OF THE RISKS WHICH MAY MATERIALLY AFFECT THE VALUE OF AN INVESTMENT IN JUST RETIREMENT, THE COMBINED GROUP AND/OR THE NEW JUST RETIREMENT SHARES.

JUST RETIREMENT GROUP PLC

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 8568957)

Proposed issue of up to 369,893,501 Just Retirement Shares of 10 pence each (the "New Just Retirement Shares") to be issued by the Company in connection with the proposed recommended all-share merger of Just Retirement Group plc and Partnership Assurance Group plc to be implemented by way of a scheme of arrangement of Partnership Assurance Group plc under Part 26 of the Companies Act 2006 (the "Proposed Merger")

and

Application for admission of the New Just Retirement Shares to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange

Sponsor and Lead Financial Adviser

Barclays

Financial Adviser

Fenchurch

The existing Just Retirement Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities. Applications will be made to the FCA for the New Just Retirement Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Just Retirement Shares to be admitted to trading on its main market for listed securities. It is expected that Admission of the New Just Retirement Shares will become effective and that dealings in the New Just Retirement Shares will commence at 8.00 a.m. on 4 April 2016, subject to the satisfaction or waiver (if capable of waiver) of certain Conditions (other than those Conditions which relate to Admission of the New Just Retirement Shares). The New Just Retirement Shares will, when issued, rank pari passu in all respects with the existing Just Retirement Shares. No application will be made for the New Just Retirement Shares to be admitted to listing or dealt with on any other exchange.

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Investors should only rely on the information contained in the Original Prospectus, as supplemented by this Supplementary Prospectus, and the documents (or parts thereof) incorporated therein and herein by reference. No person has been authorised to give any information or make any representations other than those contained in the Original Prospectus, as supplemented by this Supplementary Prospectus, and the documents (or parts thereof) incorporated by reference therein and herein, and, if given or made, such information or representation must not be relied upon as having been so authorised by Just Retirement, the Directors, the Proposed Directors, Barclays Bank PLC (“Barclays”) or Fenchurch Advisory Partners LLP (“Fenchurch”). In particular, the contents of the Just Retirement’s and Partnership Assurance Group plc’s (“Partnership Assurance”) websites, the contents of any website accessible from hyperlinks on such websites or any other website referred to in the Original Prospectus or this Supplementary Prospectus do not form part of the Original Prospectus or this Supplementary Prospectus and investors should not rely on them. Without prejudice to any legal or regulatory obligation on Just Retirement to publish a supplementary prospectus pursuant to section 87G of the FSMA and Prospectus Rule 3.4, the delivery of the Original Prospectus, the delivery of this Supplementary Prospectus and Admission of the New Just Retirement Shares shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Just Retirement Group, the Partnership Assurance Group and/or the Combined Group, each taken as a whole since the date of this Supplementary Prospectus or that the information in it is correct as of any time after the date of this Supplementary Prospectus. Just Retirement will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority and, in particular, its obligations under the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules (as appropriate) but assumes no further obligation to publish additional information.

Barclays, which is authorised in the United Kingdom by the Prudential Regulation Authority (the “PRA”) and regulated in the United Kingdom by the FCA and the PRA, is acting as sponsor and lead financial adviser exclusively for Just Retirement and no one else in connection with the Proposed Merger, the contents of the Original Prospectus and this Supplementary Prospectus and Admission of the New Just Retirement Shares. Barclays will not regard any other person (whether or not a recipient of the Original Prospectus or this Supplementary Prospectus) as its client in relation to the Proposed Merger, the contents of the Original Prospectus or this Supplementary Prospectus or Admission of the New Just Retirement Shares and will not be responsible to anyone other than Just Retirement for providing the protections afforded to its clients or for providing advice in connection with the Proposed Merger, the contents of the Original Prospectus or this Supplementary Prospectus, Admission of the New Just Retirement Shares or any other transaction or arrangement referred to in the Original Prospectus or this Supplementary Prospectus.

Deutsche Bank AG, London Branch (“Deutsche Bank”) is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Details about the extent of its authorisation and regulation by the PRA and regulation by the FCA are available on request. Deutsche Bank is acting as a corporate broker to Just Retirement and no other person in connection with the contents of the Original Prospectus or this Supplementary Prospectus. Deutsche Bank will not be responsible to any person other than Just Retirement for providing any of the protections afforded to its clients, nor for providing any advice in relation to any matter referred to in the Original Prospectus or this Supplementary Prospectus.

Nomura International plc (“Nomura”), which is authorised in the United Kingdom by the PRA and registered in the United Kingdom by the FCA and the PRA, is acting for Just Retirement and no one else in connection with the matters referred to in the Original Prospectus or this Supplementary Prospectus and will not be responsible to anyone other than Just Retirement for providing the protections afforded to clients of Nomura, or for giving advice in connection with the matters referred to in the Original Prospectus or this Supplementary Prospectus.

Fenchurch, which is authorised and regulated by the FCA, is acting as financial adviser to Just Retirement and no one else in connection with the contents of the Original Prospectus or this Supplementary Prospectus and will not be responsible to anyone other than Just Retirement for providing the protections afforded to its clients or for providing advice in connection with the Proposed Merger, Admission of the New Just Retirement Shares, the contents of the Original Prospectus or this Supplementary Prospectus or any matter referred to therein or herein.

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Barclays, Deutsche Bank, Nomura and Fenchurch and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Just Retirement Shareholders and Just Retirement for which they would have received customary fees.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays, Deutsche Bank, Nomura and Fenchurch by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Barclays, Deutsche Bank, Nomura and Fenchurch do not accept any responsibility whatsoever for, and make no representation or warranty, express or implied, as to or in respect of, the contents of the Original Prospectus or this Supplementary Prospectus, including its accuracy, completeness or verification or regarding the legality of an investment in the New Just Retirement Shares by a subscriber thereof under the laws applicable to such subscriber, or for any other statement made or purported to be made by it, or on its behalf, in connection with Just Retirement, the New Just Retirement Shares or the Proposed Merger, and nothing in the Original Prospectus or this Supplementary Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future. Barclays, Deutsche Bank, Nomura and Fenchurch accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of the Original Prospectus or this Supplementary Prospectus or any such statement.

Barclays, Deutsche Bank and Nomura may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the New Just Retirement Shares and/or related instruments for their own respective accounts for the purpose of hedging their respective underwriting exposure or otherwise. Except as required by applicable law or regulation, Barclays, Deutsche Bank and Nomura do not propose to make any public disclosure in relation to such transactions.

Persons accessing the Original Prospectus and/or this Supplementary Prospectus are authorized solely to use the Original Prospectus, as supplemented by this Supplementary Prospectus, for the purpose of considering the terms of the Proposed Merger and are prohibited from reproducing or distributing the Original Prospectus and/or this Supplementary Prospectus, in whole or in part, disclosing any of their contents or using any information therein or herein for any purpose other than in connection with considering the terms of the Proposed Merger or an investment in the New Just Retirement Shares. Such recipients of the Original Prospectus and/or this Supplementary Prospectus agree to the foregoing by accepting delivery of the Original Prospectus and/or this Supplementary Prospectus.

Investing in and holding the New Just Retirement Shares involves financial risk. Prior to making any decision as to whether to accept the terms of the Proposed Merger and acquire the New Just Retirement Shares, the Partnership Assurance Shareholders, as prospective investors in Just Retirement, should read the Original Prospectus and this Supplementary Prospectus in their entirety, together with the Scheme Document and the Circular, paying particular attention to the section headed "Risk Factors" of the Original Prospectus. Investors should consider carefully whether an investment in the New Just Retirement Shares is suitable for them in light of the information contained in the Original Prospectus, as supplemented by this Supplementary Prospectus, and their personal circumstances. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of Just Retirement and the terms of the Proposed Merger, including the merits and risks involved.

Investors acknowledge that: (i) they have not relied on Barclays, Deutsche Bank, Nomura, Fenchurch or any person affiliated with Barclays or Fenchurch in connection with any investigation of the accuracy of any information contained in the Original Prospectus or this Supplementary Prospectus or their investment decision; and (ii) they have relied only on the information contained in the Original Prospectus or this Supplementary Prospectus and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in the Original Prospectus or this Supplementary Prospectus and, if given or made, such information or representations must not be relied on as having been so authorised.

Persons who come into possession of this Prospectus should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of the Original Prospectus, this Supplementary Prospectus and the Proposed Merger. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

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THE CONTENTS OF THE ORIGINAL PROSPECTUS AND THIS SUPPLEMENTARY PROSPECTUS ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.

NONE OF JUST RETIREMENT, BARCLAYS, DEUTSCHE BANK, NOMURA, FENCHURCH OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS MAKING ANY REPRESENTATION TO ANY PROSPECTIVE INVESTOR OF THE NEW JUST RETIREMENT SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE NEW JUST RETIREMENT SHARES BY SUCH PROSPECTIVE INVESTOR UNDER THE LAWS APPLICABLE TO SUCH PROSPECTIVE INVESTOR.

THE ORIGINAL PROSPECTUS AND THIS SUPPLEMENTARY PROSPECTUS DO NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, SUCH SECURITIES BY ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

Notice to Overseas Shareholders

The release, publication or distribution of the Original Prospectus and this Supplementary Prospectus and the issue of the New Just Retirement Shares in certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession, issue or distribution of the Original Prospectus and this Supplementary Prospectus (or any other offering or publicity materials or application form(s) relating to the New Just Retirement Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither the Original Prospectus, this Supplementary Prospectus, any advertisement nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession the Original Prospectus and/or this Supplementary Prospectus come should inform themselves about and observe any such restrictions.

Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Proposed Merger disclaim any responsibility or liability for the violation of such requirements by any person.

Unless an exemption under relevant securities laws is available, the New Just Retirement Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any resident of any Restricted Jurisdiction.

Accordingly, copies of the Original Prospectus and this Supplementary Prospectus and all documents relating to the Proposed Merger are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving the Original Prospectus or this Supplementary Prospectus (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward the Original Prospectus and/or this Supplementary Prospectus and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdiction.

Notice to U.S. holders of Partnership Assurance Shares

Neither the Original Prospectus nor this Supplementary Prospectus constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. The New Just Retirement Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. The New Just Retirement Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act or an exemption therefrom.

None of the securities referred to in the Original Prospectus or this Supplementary Prospectus have been approved or disapproved by the SEC, any state securities commission in the United States or any other

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U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in the Original Prospectus or this Supplementary Prospectus. Any representation to the contrary is a criminal offence in the United States.

The New Just Retirement Shares are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Partnership Assurance Shareholders (whether or not U.S. persons (as defined in the U.S. Securities Act)) who are or will be affiliates of Just Retirement or Partnership Assurance prior to, or of Just Retirement after, the Proposed Merger becomes Effective will be subject to certain U.S. transfer restrictions relating to the New Just Retirement Shares received pursuant to the Proposed Merger.

The Proposed Merger relates to the securities of a UK-registered company with a listing on the London Stock Exchange and is proposed to be effected by means of a scheme of arrangement under the laws of the UK. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the U.S. Exchange Act. The Proposed Merger is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information included in this Prospectus has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. However, if Just Retirement were to elect to implement the Proposed Merger by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by Just Retirement and no one else. In addition to any such Takeover Offer, Just Retirement, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Partnership Assurance outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service (an "RIS") of the UK Listing Authority and will be available on the London Stock Exchange website: www.londonstockexchange.com.

Your attention is drawn to the section headed "Important Information" of the Original Prospectus and, in particular, the sub-section "Information Regarding Forward-looking Statements" which should be read as applying to any "forward-looking statements" regarding the belief or current expectations of Just Retirement, Partnership Assurance, the Combined Group, the Directors and the Proposed Directors regarding the financial condition, results of operations and business and the transactions of Just Retirement, Partnership Assurance and the Combined Group described in this Supplementary Prospectus.

The date of this Supplementary Prospectus is 14 March 2016.

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1

CONTENTS

	Page
PART I Expected Timetable of Principal Events	2
PART II Supplementary Information	3
PART III Additional Information	8

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2

PART I

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and Date^{(1)}
Publication of the Just Retirement Shareholder Circular	14 March 2016
Publication of this Supplementary Prospectus	14 March 2016
Latest time for receipt of Just Retirement Forms of Proxy/CREST Proxy Instructions for the Just Retirement General Meeting	10.00 a.m. on 24 March 2016^{(2)}
Voting Record Time for the Just Retirement General Meeting	6.00 p.m. on 24 March 2016^{(3)}
Just Retirement General Meeting	10.00 a.m. on 30 March 2016
Partnership Assurance Court Meeting	12.00 p.m. on 30 March 2016
Partnership Assurance General Meeting	12.15 p.m. on 30 March 2016^{(4)}
The following days are subject to change^{(5)}
Scheme Court Hearing (to sanction the Scheme)	1 April 2016
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Partnership Assurance Shares	1 April 2016
Dealings in Partnership Assurance Shares suspended	5.00 p.m. on 1 April 2016
Scheme Record Time	6.00 p.m. on 1 April 2016
Effective Date of the Scheme	4 April 2016^{(6)}
Cancellation of admission of and dealings in Partnership Assurance Shares	By 8.00 a.m. on 4 April 2016
Issue of New Just Retirement Shares	By 8.00 a.m. on 4 April 2016
Admission and commencement of dealings in the New Just Retirement Shares	8.00 a.m. on 4 April 2016
CREST accounts credited with New Just Retirement Shares	As soon as possible after 8.00 a.m. on 4 April 2016
Despatch of definitive share certificates for the New Just Retirement Shares, where applicable	Within 14 days of the Effective Date
Despatch of cheques, or CREST accounts credited in respect of fractional entitlements to New Just Retirement Shares	Within 14 days of the Effective Date
Long Stop Date	30 April 2016^{(7)}

All times are London times. Each of the times and dates in the above timetable is subject to change without further notice.

Notes:

(1) All times shown in this Supplementary Prospectus are London times unless otherwise stated. The dates and times given are indicative only and are based on current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Services.

(2) The Just Retirement Forms of Proxy/CREST Proxy Instructions for the Just Retirement General Meeting must be returned by no later than 10.00 a.m. on 24 March 2016 (or in the case of an adjournment of the Just Retirement General Meeting, not less than 48 hours (excluding non-working days) prior to the time set for the adjourned Just Retirement General Meeting) to be valid.

(3) Only those Just Retirement Shareholders registered on the register of members of Just Retirement as at 6.00 p.m. on 24 March 2016 (or in the case of an adjournment of the Just Retirement General Meeting, on the register of members of Just Retirement at 6.00 p.m. on the day which is two days (excluding non-working days) prior to the time set for the adjourned Just Retirement General Meeting) will be entitled to attend and/or vote at the Just Retirement General Meeting.

(4) Or, if later, as soon thereafter as the Partnership Assurance Court Meeting shall have concluded or been adjourned.

(5) These times and dates are indicative only and will depend, amongst other things, on the dates upon which (i) the Conditions are satisfied or, if capable of waiver, waived; (ii) the Court sanctions the Scheme; and (iii) the Scheme Court Order is delivered to the Registrar of Companies.

(6) This date will be the date the Scheme Court Order is delivered to the Registrar of Companies.

(7) This is the latest date by which the Scheme may become Effective unless Partnership Assurance and Just Retirement agree, with the consent of the Panel and (if required) the Court, a later date.

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PART II

SUPPLEMENTARY INFORMATION

This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Original Prospectus published by the Company on 28 September 2015. To the extent that there is any inconsistency between a statement in this Supplementary Prospectus and a statement contained in the Original Prospectus, the statement in this Supplementary Prospectus will prevail. Any decision to invest in the New Just Retirement Shares should be based on consideration of the Original Prospectus, as supplemented by this Supplementary Prospectus, and the information incorporated by reference therein and herein as a whole. This Supplementary Prospectus has been prepared in accordance with section 87G of FSMA and the Prospectus Rules.

SECTION A—SUPPLEMENTARY INFORMATION IN RELATION TO JUST RETIREMENT

1. Background

Following the publication of the Original Prospectus on 28 September 2015, Just Retirement published its interim financial results including unaudited financial statements for the six months ended 31 December 2015 prepared in accordance with IFRS on 11 March 2016 (the “Just Retirement’s Interim Results 2016”). Such financial information, which is unaudited, is set out in paragraph 2 below.

2. Just Retirement’s Interim Results 2016

Just Retirement’s Interim Results 2016, which have been filed with the FCA and are available for inspection in accordance with paragraph 3 of Part III “Additional Information” of this Supplementary Prospectus, contain financial information which is relevant to the Proposed Merger. Copies of the Just Retirement’s Interim Results 2016 have also been made available on Just Retirement’s website at www.justretirementgroup.com.

Information incorporated by reference

The table below sets out the various sections of the Just Retirement’s Interim Results 2016 referred to above which are incorporated by reference into, and form part of, this Supplementary Prospectus so as to provide certain information required pursuant to the Prospectus Rules, and only the parts of the Just Retirement’s Interim Results 2016 identified in the table below are incorporated into, and form part of, this Supplementary Prospectus. The parts of this Just Retirement’s Interim Results 2016 which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Supplementary Prospectus.

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Information incorporated by reference into this Supplementary Prospectus	Reference document	Page number in reference document
Independent review report to Just Retirement	Just Retirement's Interim Results 2016	18
Condensed consolidated statement of comprehensive income for the six months ended 31 December 2015	Just Retirement's Interim Results 2016	19
Condensed consolidated statement of changes in equity for the six months ended 31 December 2015	Just Retirement's Interim Results 2016	20
Condensed consolidated statement of financial position as at 31 December 2015	Just Retirement's Interim Results 2016	21
Condensed consolidated cash flow statement for the six months ended 31 December 2015	Just Retirement's Interim Results 2016	22
Notes to the condensed consolidated financial statements for the six months ended 31 December 2015	Just Retirement's Interim Results 2016	23 - 34
Independent review report to Just Retirement on the EEV supplementary financial statements	Just Retirement's Interim Results 2016	18
EEV—supplementary financial statements	Just Retirement's Interim Results 2016	36 - 38
Reconciliation of shareholders' equity on IFRS basis to shareholders' equity on EEV basis	Just Retirement's Interim Results 2016	39
Notes to the EEV supplementary financial statements	Just Retirement's Interim Results 2016	40 - 47

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SECTION B—SUPPLEMENTARY INFORMATION IN RELATION TO PARTNERSHIP ASSURANCE

1. Background

Following the publication of the Original Prospectus on 28 September 2015, Partnership Assurance published its audited financial statements for the year 31 December 2015 and the audit report thereon (the “Partnership Assurance’s Audited Accounts 2015”). Such financial information is set out in paragraph 2 below.

1. Partnership Assurance’s Audited Accounts 2015

Partnership Assurance’s Audited Accounts 2015, which have been filed with the FCA and are available for inspection in accordance with paragraph 3 of Part III “Additional Information” of this Supplementary Prospectus, contain financial information which is relevant to the Proposed Merger. Copies of the Partnership Assurance’s Audited Accounts 2015 have also been made available on Partnership Assurance’s website at www.partnership-group.co.uk.

Information incorporated by reference

The table below sets out the various sections of the Partnership Assurance’s Audited Accounts 2015 referred to above which are incorporated by reference into, and form part of, this Supplementary Prospectus so as to provide certain information required pursuant to the Prospectus Rules, and only the parts of the Partnership Assurance’s Audited Accounts 2015 identified in the table below are incorporated into, and form part of, this Supplementary Prospectus. The parts of this Partnership Assurance’s Audited Accounts 2015 which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Supplementary Prospectus.

Information incorporated by reference into this Supplementary Prospectus	Reference document	Page number in reference document
Independent auditor’s report to the members of Partnership Assurance	Partnership Assurance’s Audited Accounts 2015	63-67
Consolidated statement of comprehensive income	Partnership Assurance’s Audited Accounts 2015	68
Consolidated statement of changes in equity	Partnership Assurance’s Audited Accounts 2015	70
Consolidated statement of financial position	Partnership Assurance’s Audited Accounts 2015	72
Consolidated cash flow statement	Partnership Assurance’s Audited Accounts 2015	74
Notes to the consolidated financial statements	Partnership Assurance’s Audited Accounts 2015	77-114
Independent auditor’s review report to Partnership Assurance Group on the Consolidated Partnership Assurance Group MCEV Supplementary Information	Partnership Assurance’s Audited Accounts 2015	116
Group MCEV analysis of earnings (net of tax)	Partnership Assurance’s Audited Accounts 2015	117
Covered business Analysis of Movement in Embedded Value (net of tax)	Partnership Assurance’s Audited Accounts 2015	118
Reconciliation of Group IFRS net assets to MCEV	Partnership Assurance’s Audited Accounts 2015	119
Notes to the MCEV financial statements for the year ended 31 December 2015	Partnership Assurance’s Audited Accounts 2015	120-126

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SECTION C—SUPPLEMENTARY INFORMATION IN RELATION TO THE SOLVENCY II CAPITAL POSITION ON JUST RETIREMENT AND PARTNERSHIP ASSURANCE

Part A: Information on the Solvency II capital position of Just Retirement

The following information on the Solvency II capital position of Just Retirement supplements the information provided in the Original Prospectus relating to Just Retirement.

The Solvency II capital position of the Just Retirement Group at 31 December 2015, produced on the basis of the full internal model approved by the PRA on 5 December 2015, was:

Capital resources	£m
Total eligible own funds to meet the consolidated group solvency capital requirement	1,076
Solvency capital requirement	811
Excess capital resources	265
Capital ratio	133%
Solvency II sensitivities	£m
Excess capital resources	265
+100bps rise in interest rates	72
+10% early redemption	7
-40% equity markets	0
+100bps credit spreads	(26)
-5% property values	(56)
-100bps fall in interest rates(1)	(59)
+5% longevity	(105)

(1) Assumes transitionals are recalculated.

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7

Part B: Information on the Solvency II capital position of Partnership Assurance

The following information on the Solvency II capital position of Partnership Assurance supplements the information provided in the Original Prospectus relating to Partnership Assurance.

The Solvency II capital position of Partnership Assurance Group, produced on a standard formula basis at 31 December 2015, was:

	£m
Capital Resources (Own Funds)	585
Capital Required (SCR)	407
Capital Surplus	178
Capital Coverage	144%
Breakdown of Solvency II Capital Resources	£m
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Tier 1	479
Tier 2	101
Tier 3	5
Total	585
Solvency II Sensitivities
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Change in Solvency II Capital Surplus	144%
+100bps rise in interest rates	39%
-100bps fall in interest rates(1)	(14)%
+100bps credit spread widening	14%
+5% longevity shock	(10)%
-20% property value	(1)%
Reconciliation of IFRS net equity to Solvency II capital resources (“Own Funds”)	£m
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IFRD net equity	641
Asset valuation differences	(132)
Liability valuation differences	(25)
Sub-debt contribution to capital resources	101
Solvency II capital resources (“Own Funds”)	585
Reconciliation of Economic Capital Surplus to Solvency II Surplus	£m
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EC Surplus	444
Own fund's difference	(218)
Required capital differences	(48)
Solvency II surplus	178

(1) Assumes transitionals are recalculated.

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PART III
ADDITIONAL INFORMATION

1. Background

Just Retirement, the Directors and the Proposed Directors, whose names and principal functions are set out in Part 6 “Directors, Proposed Directors, Senior Management and Corporate Governance” of the Original Prospectus, accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of Just Retirement, the Directors and the Proposed Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

1. No Significant Change

2.1 There has been no significant change in the financial or trading position of the Just Retirement Group since 31 December 2015, being the end of the period for which the Just Retirement Group’s last unaudited interim financial statements were published.

2.2 There has been no significant change in the financial or trading position of the Partnership Assurance Group since 31 December 2015, being the end of the period for which the Partnership Assurance Group’s last audited financial statements were published.

1. Documents available for inspection

In addition to those documents set out in paragraph 23 “Documents available for inspection” of Part 16 “Additional Information” of the Original Prospectus, printed copies of this Supplementary Prospectus will be available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of 12 months following Admission of the New Just Retirement Shares at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ:

3.1 Just Retirement’s Interim Results 2016; and

3.2 Partnership Assurance’s Audited Accounts 2015.

1. Definitions

Certain terms used and not otherwise defined in this Supplementary Prospectus, including capitalized terms, are defined in Part 18 “Definitions” of the Original Prospectus.

Dated: 14 March 2016

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Merrill Corporation Ltd, London
15ZCP78607