Just Group Regulatory News (JUST)

Resolutions

For

Against

No. of votes Withheld

Ordinary Resolutions:

No. of votes

% of votes

No. of votes

% of votes

1.

Receive 2016 Annual Report and Accounts

809,718,880

99.97%

235,538

0.03%

795,737

2.

Receive and approve the Directors' Remuneration Report

783,439,479

97.79%

17,683,522

2.21%

9,627,154

3.

Receive and approve the Directors' Remuneration Policy

785,635,441

96.90%

25,111,348

3.10%

3,366

4.

Declare final dividend of 2.4 pence per ordinary share

810,750,085

100.00%

0

0.00%

70

5.

Re-elect Chris Gibson-Smith

783,986,184

99.60%

3,131,582

0.40%

23,632,389

6.

Re-elect Tom Cross Brown

801,670,000

98.88%

9,076,594

1.12%

3,561

7.

Re-elect Keith Nicholson

810,280,536

99.94%

466,058

0.06%

3,561

8.

Re-elect Michael Deakin

810,281,979

99.94%

464,615

0.06%

3,561

9.

Re-elect Steve Melcher

810,281,979

99.94%

464,615

0.06%

3,561

10.

Re-elect Paul Bishop

807,954,088

99.66%

2,792,738

0.34%

3,329

11.

Re-elect Ian Cormack

809,046,579

99.80%

1,585,978

0.20%

117,598

12.

Re-elect Clare Spottiswoode

766,595,786

96.22%

30,145,765

3.78%

14,008,603

13.

Re-elect James Fraser

WITHDRAWN

14.

Re-elect Peter Catterall

WITHDRAWN

15.

Re-elect Rodney Cook

810,014,516

99.91%

735,074

0.09%

565

16.

Re-elect David Richardson

809,884,018

99.89%

863,886

0.11%

2,251

17.

Re-elect Simon Thomas

810,013,062

99.91%

734,840

0.09%

2,253

18.

Appoint KPMG LLP as auditors

784,648,258

96.78%

26,101,496

3.22%

401

19.

Authorise the Audit Committee to determine auditors' remuneration

794,818,813

98.04%

15,930,941

1.96%

401

20.

Renew the authority to make political donations and expenditure

798,662,425

99.69%

2,459,247

0.31%

9,628,483

21.

Renew the authority to allot shares

778,580,863

96.03%

32,166,104

3.97%

3,188

Special ResolutionS:

22.

Renew the power to disapply pre-emption rights.

810,729,089

100.00%

18,647

0.00%

2,419

23.

Grant additional power to disapply pre-emption rights.

769,535,587

94.92%

41,212,149

5.08%

2,419

24.

Renew the authority to purchase Company shares

800,649,766

98.78%

9,925,406

1.22%

174,983

25.

Renew the approval of a shorter notice period for general meetings

802,519,566

98.98%

8,229,252

1.02%

1,336

26.

Change the name of the Company

802,430,107

98.97%

8,320,046

1.03%

2

VOTES OF INDEPENDENT SHAREHOLDERS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Resolutions

FOR (notes 2 & 3)

%

AGAINST (notes 2 & 3)

%

NO. VOTES WITHHELD

5.

Re-elect Chris Gibson-Smith

423,449,863

99.27%

3,131,582

0.73%

23,632,389

6.

Re-elect Tom Cross Brown

441,133,679

97.98%

9,076,594

2.02%

3,561

7.

Re-elect Keith Nicholson

449,744,215

99.90%

466,058

0.10%

3,561

8.

Re-elect Michael Deakin

449,745,658

99.90%

464,615

0.10%

3,561

9.

Re-elect Steve Melcher

449,745,658

99.90%

464,615

0.10%

3,561

10.

Re-elect Paul Bishop

447,417,767

99.38%

2,792,738

0.62%

3,329

11.

Re-elect Ian Cormack

448,510,258

99.65%

1,585,978

0.35%

117,598

12.

Re-elect Clare Spottiswoode

406,059,465

93.09%

30,145,765

6.91%

14,008,603