Just Group PLC

Proxy Solicitation & Information Statement • Sep 29, 2015

JUST RETIREMENT GROUP PLC

FORM OF PROXY

for the Annual General Meeting convened for noon on 23 November 2015 (the 'AGM')

Voting ID:	Task ID:	Shareholder Reference Number:

Please read the Notes to the Notice of AGM carefully before appointing your proxy. You can submit your proxy electronically at www.sharevote.co.uk using the numbers above. If you are registered with Equiniti Registrars' online portfolio service, Shareview, you can appoint your proxy electronically by logging on to your portfolio at www.shareview.co.uk and clicking on the link to vote.

I/We the undersigned, being (a) member(s) of Just Retirement Group plc (the 'Company') hereby appoint the Chairman of the AGM or the person named below (see Note 1) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the AGM of the Company to be held at Reigate Town Hall, Castlefield Road, Reigate, Surrey RH2 0SH on Monday 23 November 2015 and at any adjournment thereof. My/our proxy is to vote as indicated by an 'X' below in respect of the resolutions set out in the Notice of AGM dated 29 September 2015 (see Note 2) and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the AGM.

Name of proxy		Number of shares to be voted (see Notes 3 and 4)

Please mark this box if you attach a schedule of multiple proxies to this Form of Proxy (see Note 3).

Please mark 'X' to indicate how you wish your proxy to vote (see Note 2).

		For	Against	Vote withheld
	Ordinary Resolutions
1.	To receive the Annual Accounts together with the Directors' Reports and Auditor's Report for the year ended 30 June 2015.
2.	To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 30 June 2015.
3.	To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report.
4.	To declare a final dividend of 2.2 pence per ordinary share.
5.	To re-elect Tom Cross Brown as a Director of the Company.
6.	To re-elect Keith Nicholson as a Director of the Company.
7.	To re-elect Kate Avery as a Director of the Company.
8.	To re-elect Michael Deakin as a Director of the Company.
9.	To elect Steve Melcher as a Director of the Company.
	10. To re-elect James Fraser as a Director of the Company.
	11. To re-elect Rodney Cook as a Director of the Company.
	12. To re-elect Simon Thomas as a Director of the Company.
	13. To re-elect Shayne Deighton as a Director of the Company.
	14. To appoint KPMG LLP as the Company's Auditor until the conclusion of the next general meeting at which accounts are laid.
	15. To authorise the Audit Committee to determine the Auditor's remuneration.
	16. To give the Company limited authority to make political donations and expenditure.
	17. To authorise the Directors to allot ordinary shares within specified limits.
	Special Resolutions
	18. To give the Directors limited authority to allot shares for cash without making a pre-emptive offer to shareholders.
	19. To authorise the Company to make market purchases of its own shares up to a specified amount.
	20. To approve the calling of General Meetings on not less than 14 clear days' notice.
Signature (see Notes 5, 6 and 7)		Date

Notes

• 1. If you wish to appoint a proxy other than the Chairman of the AGM, please delete the words 'the Chairman of the AGM or' and insert the name of your desired proxy in the space provided. If you wish your proxy to speak on your behalf at the AGM, you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
• 1. To direct your proxy how to vote on the resolutions, please mark the appropriate box with an 'X'. Unless you indicate otherwise, your proxy may vote or abstain from voting as he/she thinks fit. The 'Vote withheld' option is to enable you to abstain on any particular resolution. Please note that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' the resolution.
• 1. You may appoint more than one proxy provided that each such proxy is appointed to exercise the rights attached to a different share or shares. To appoint more than one proxy, you should photocopy this Form of Proxy. On each Form of Proxy, please indicate in the box next to the proxy holder's name the number of shares in relation to which you authorise that person to act as your proxy. The total number of shares entered on all the Forms of Proxy you submit must not exceed the number of shares you hold in the Company. Please also indicate, by marking the relevant box, if the proxy instructions is one of multiple instructions being given.
• 1. If no number of shares is entered, the proxy will be authorised to act on your behalf in relation to your entire shareholding in the Company.
• 1. To be valid, all Forms of Proxy must be signed and returned to Freepost RTHJ-CLLL-KBKU, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 8LU in the enclosed envelope so as to be received by no later than noon on Thursday 19 November 2015. A stamp is not required if posted in the UK. Where multiple Forms of Proxy are completed, they should be returned together in the same envelope.
• 1. The Form of Proxy must be signed and dated by the member or his/her duly appointed attorney. A Form of Proxy for a body corporate must be either signed by a duly authorised person or attorney of such body or executed under its common seal or in any other manner authorised by its constitution. If this Form of Proxy is signed under a power of attorney or other authority, that power of attorney or other authority (or a certified copy thereof executed in ink by a bank, a stockbroker or a solicitor) must be provided with the signed Form of Proxy.
• 1. In the case of joint holders, any one holder may sign the Form of Proxy. If more than one joint holder tenders a vote in person or by proxy, the vote of the person whose name stands first in the register will be accepted to the exclusion of the votes of the other joint holder(s).
• 1. Completion of this Form of Proxy will not preclude you from attending and voting in person at the AGM should you so wish.
• 1. If you are registered with Equiniti Registrars' online portfolio service, Shareview, you can appoint your proxy electronically by logging on to your portfolio at www.shareview.co.uk and clicking on the link to vote. Alternatively, if you are not registered with Shareview, you can submit your proxy electronically at www.sharevote.co.uk where full instructions are provided. In order to register your vote online you will need to enter your Shareholder Reference Number, Voting ID and Task ID which are provided in this Form of Proxy. For an electronic proxy appointment to be valid, your appointment must be received by Equiniti Limited no later than noon on Thursday 19 November 2015.
• 1. CREST members may make proxy appointments through the CREST electronic proxy appointment service. Please refer to the Notes to Notice of AGM for further details.