Just : Exchange offer / Tender offer - Indicative Results Announcement

Just Group plc announces Indicative Results of its Tender Offer for its £250,000,000 9.000 per cent.

Guaranteed Subordinated Notes due 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States)

OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (EUWA).

17 November 2022. Just Group plc (the Company) announces today the indicative results of its invitation to holders of its £250,000,000 9.000 per cent. Guaranteed Subordinated Notes due 2026 (ISIN: XS1504958817) (the Notes) to tender their Notes for purchase by the Company for cash (the Offer).

The Offer was announced on 7 November 2022 and the Company announced an amendment to the Offer on 14 November 2022 (the Amendment Announcement). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 7 November 2022 (the Tender Offer Memorandum), as amended by the Amendment Announcement, each prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 16 November 2022.

As at the Expiration Deadline, the Company had received valid tenders of £75,973,000 in aggregate nominal amount of the Notes for purchase.

In the event the Company decides to accept valid tenders of Notes pursuant to the Offer, it expects to set the Final Acceptance Amount at approximately £75,973,000 in aggregate nominal amount of Notes. On the basis of such expected Final Acceptance Amount, the Company expects to accept for purchase all Notes validly tendered pursuant to the Offer in full with no pro rata scaling.

Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the Final Acceptance Amount.

Pricing for the Offer will take place at or around 10.00 a.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Notes pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Benchmark Security Rate, the Purchase Yield, the Purchase Price, (if applicable) the Pro-ration Factor that will be applied to valid tenders of Notes and the aggregate nominal amount of Notes that will remain outstanding after the Settlement Date.

The expected Settlement Date for the Offer is 18 November 2022.

HSBC Bank Plc (Telephone: [phone]; Attention: Liability Management; Email:

[e-mail]); J.P. Morgan Securities plc (Telephone: [phone]; Attention:

EMEA Liability Management Group; Email: [e-mail]); and

Morgan Stanley & Co. International plc (Telephone: [phone]; Attention: Liability

Management Team; Email: [e-mail]) are acting as Dealer

Managers for the Offer.

Kroll Issuer Services Limited (Telephone: [phone]; Attention: Owen Morris; Email:

[e-mail]; Offer Website:https://deals.is.kroll.com/justgroup) is acting as Tender Agent

for the Offer.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is made by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the indicative results of the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Simon Watson, Company Secretary at the Company and Hilary Black, Senior Assistant Company Secretary at the Company.