Brookfield Wealth Solutions filed this 6-K on July 31, 2025

Exhibit 2.1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

31 July 2025

RECOMMENDED CASH ACQUISITION

OF

JUST GROUP PLC (“JUST”)

BY

BWS HOLDINGS LTD. (“BIDCO”)

a wholly owned subsidiary of Brookfield Wealth Solutions Ltd. (“BWS”)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Summary

for each Just Share:  220 pence in cash (the “Consideration”)

1

Background to and reasons for the Acquisition

2

Recommendation

Background to and reasons for the recommendation

3

Timetable and Conditions

4

Commenting on the Acquisition, Sachin Shah, Chief Executive Officer of BWS, said:

“The acquisition of Just will accelerate our growth ambitions for the UK, a core region for us given its status as one of the world’s preeminent pension markets combined with highly attractive investment opportunities. We look forward to supporting Just’s growth in the UK, building on its commitment to providing financial certainty and excellent service to its policyholders. We own and operate insurance companies built for long-term success, supported by high quality assets, and are committed to providing ironclad retirement security products.”

Commenting on the Acquisition, John Hastings-Bass, Chair of Just, said:

“The Just Board is pleased to recommend the acquisition by BWS, which delivers certain value for shareholders at an attractive cash premium. The acquisition reflects the strength of Just’s business and the significant financial and strategic progress the Just management team, led by David Richardson, has delivered in recent years.

The Just Board also welcomes BWS’s strategic plans for Just, which it believes will benefit existing and future customers, Just employees and the UK economy through investment in important productive assets.”

Commenting on the Acquisition, David Richardson, Group CEO of Just, said:

“The proposed combination with BWS reflects the strength of the Just platform and the long-term value of the strategy we have delivered. BWS and the wider Brookfield group’s scale, investment expertise and alignment with our purpose will enable Just to broaden its reach and enhance its offering, which will accelerate the fulfilment of our purpose to help more people achieve a better later life.

I am really proud of what the Just team has accomplished and grateful for the valuable support our shareholders have shown us over the past years. We look forward to building on our successful growth strategy and strong culture as we enter this exciting next phase for Just.”

5

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices.

The Conditions to, and certain further terms of, the Acquisition are set out in Appendix 1 to this Announcement. The bases and sources for certain financial information contained in this Announcement are set out in Appendix 2. Details of irrevocable undertakings received by Bidco are set out in Appendix 3. The defined terms used in this Announcement are set out in Appendix 4.

Allen Overy Shearman Sterling LLP is acting as legal adviser to BWS and Bidco. Slaughter and May is acting as legal adviser to Just.

The person responsible for arranging the release of this Announcement on behalf of Just is Simon Watson, Company Secretary.

Important notices relating to financial advisers

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to BWS and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than BWS and Bidco for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this announcement. Neither RBC Europe Limited nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with the Acquisition or any matter referred to herein.

Evercore Partners International LLP (“Evercore”), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to Just and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Just for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Just or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates 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 this Announcement, or any statement contained herein.

7

J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Just and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Just for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document), which, together with the accompanying Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

Just will prepare the Scheme Document to be distributed to Just Shareholders. Just and Bidco urge Just Shareholders to read the Scheme Document (or any other document by which the Acquisition is made) in full when it becomes available because it will contain important information relating to the Acquisition, including details of how to vote in respect of the Scheme.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the Court, the PRA and the FCA.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the UK, and the availability of the Acquisition to Just Shareholders who are not resident in the UK, may be restricted and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Just Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

8

Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.

Further details in relation to Just Shareholders in overseas jurisdictions will be contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the disclosure and procedural requirements of the U.S. tender offer and proxy solicitation rules.

The financial information included in this Announcement, or that may be included in the Scheme Document, has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and thus 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 U.S. (“U.S. GAAP”). U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this Announcement has been audited in accordance with auditing standards generally accepted in the U.S. or the auditing standards of the Public Company Accounting Oversight Board (United States).

If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations.

Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

Some or all of Just’s officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Just or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment. It may not be possible to sue Just or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act (to the extent applicable), Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Just outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn (or, in the case of any Takeover Offer, until expiration of any such Takeover Offer). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

9

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by BWS, Bidco and Just contain statements which are, or may be deemed to be, “forward-looking statements”. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of BWS, Bidco and Just about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the BWS Group, the Just Group and the Combined UK Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “budget”, “targets”, “aims”, “scheduled”, “estimates”, “forecast”, “intends”, “anticipates”, “seeks”, “prospects”, “potential”, “possible”, “assume” or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. BWS, Bidco and Just give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of BWS, Bidco and/or Just) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the BWS Group, the Just Group and/or the Combined UK Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, where permitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions, the impact of pandemics, asset prices, market-related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Combined UK Group to realise successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the board and/or employee composition of the Combined UK Group), the inability of the Bidco Group to integrate successfully the Just Group’s operations and programmes when the Acquisition is implemented, the Combined UK Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Announcement. Neither BWS Group nor Just Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation and the DTRs), neither the BWS Group nor the Just Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

10

No profit forecasts or estimates

Nothing in this Announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings or earnings per share for BWS, Bidco or Just for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for BWS, Bidco or Just, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the Announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Just Shareholders, persons with information rights and other relevant persons for the receipt of communications from Just may be provided to BWS and Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code.

11

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on BWS’s website at www.jubilee-offer.com and on Just’s website at www.justgroupplc.co.uk/investors promptly and in any event by no later than 12 noon on 1 August 2025. Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks in this Announcement is incorporated into, or forms part of, this Announcement.

Just Shareholders may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated into it by reference to another source) by contacting Just’s registrars, Equiniti Limited, during business hours on +44 (0) 371 384 2787 within the United Kingdom or on +44 (0) 121 415 0096 from overseas or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, with an address to which the hard copy may be sent. Just Shareholders may, subject to applicable securities laws, also request that all future documents, Announcements and information to be sent in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Just confirms that as at the date of this Announcement, it has in issue and admitted to trading on the Main Market of the London Stock Exchange 1,038,702,932 ordinary shares of 10 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00BCRX1J15.

12

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

31 July 2025

RECOMMENDED CASH ACQUISITION

OF

JUST GROUP PLC (“JUST”)

BY

BWS HOLDINGS LTD. (“BIDCO”)

a wholly owned subsidiary of Brookfield Wealth Solutions Ltd. (“BWS”)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

The Boards of BWS and Just are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Bidco, a wholly owned subsidiary of BWS, to acquire the entire issued and to be issued share capital of Just (the “Acquisition”).

Under the terms of the Acquisition, which will be subject to the conditions set out below and in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, each Just Shareholder will be entitled to receive:

for each Just Share:  220 pence in cash (the “Consideration”)

The terms of the Acquisition value the entire issued and to be issued share capital of Just at approximately £2.4 billion and represent a premium of approximately:

13

The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between Just and Scheme Shareholders under Part 26 of the Companies Act. However, Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the consent of the Panel (where necessary) and the terms of the Cooperation Agreement.

If any dividend, distribution or other return of capital is announced, declared, made or paid, or becomes payable, in respect of Just Shares on or after the date of this Announcement and before the Effective Date (including any dividend declared at the time of Just’s interim results for the six-month period ended 30 June 2025), other than (if applicable) an Extended Close Permitted Dividend in accordance with paragraph 10, Bidco reserves the right to reduce the Consideration by the amount of all or part of any such dividend, distribution or other return of capital. If Bidco exercises this right or makes such a reduction in respect of a dividend, distribution or other return of capital that has not been paid, Just Shareholders will be entitled to receive and retain that dividend, distribution or other return of capital declared, made or paid.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement, including, among other things: (i) the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the passing of the resolutions relating to the Scheme by Just Shareholders at the General Meeting; (ii) the sanction of the Scheme by the Court; (iii) the Scheme becoming Effective no later than the Long Stop Date; and (iv) the satisfaction of certain competition and regulatory conditions, including receipt of approval from the PRA and FCA. In order to become Effective, the Scheme must be approved by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) in each case present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of such meeting.

BWS was spun off from Brookfield Corporation in 2021 and today owns and operates a leading wealth solutions business focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. As at 30 June 2025, BWS has invested over US$12 billion (£9 billion) of balance sheet capital into its insurance business and has over US$140 billion (£105 billion) of total assets.

While BWS currently operates primarily in North America, it has been strategically focused on the UK market, and recently announced the launch of its UK insurance operations through its wholly owned subsidiary, Blumont. This followed a comprehensive approval process carried out by the PRA and FCA.

Bidco is a direct wholly owned subsidiary of BWS and the indirect parent company of Blumont and BWS’s other regulated insurance company subsidiaries. The Acquisition represents an exciting strategic opportunity for Blumont to combine with Just in order to create a leader in the UK annuity and life insurance space with enhanced robust capitalisation, disciplined underwriting and prudent investment philosophy.

BWS intends for Blumont and Just to operate as a single, consolidated insurance group under the well-known and highly respected Just brand (the “Combined UK Group”). The Combined UK Group will look to build on Just’s strong offering in the highly attractive UK pension risk transfer segment, which currently holds over £1 trillion in assets and anticipates volumes of £40-50 billion per annum in the coming years. Just’s differentiation through its innovative Beacon platform will be further complemented by expanded de-risking capacity, enabling the Combined UK Group to serve an expanded range of small and large schemes with expertise from Just and BWS as well as the support of BWS’s balance sheet.

14

The Acquisition positions Just to maintain its offering in individual annuities while enhancing its ability to capitalise on evolving retirement trends, including the growing opportunities in defined contribution pensions, with £1.3 trillion in UK defined contribution assets projected across 14.9 million active savers by 2044. The Combined UK Group, with the support of BWS’s balance sheet and expertise in individual annuities and wealth solutions, will be able to reinvest capital strategically in these key growth areas.

Additionally, the Combined UK Group will benefit from access to the industry-leading investment expertise of Brookfield Asset Management. Brookfield Asset Management is a leading alternative asset manager with over US$1 trillion of assets under management, including ~£63 billion in the UK, and a long history of owning and operating assets that form the backbone of the global economy. Brookfield Asset Management originates high quality, low volatility assets that are well-suited to insurance company balance sheets and well-matched to the long-dated liabilities associated with Just’s products. This collaboration will enable Just to benefit from the Brookfield group’s asset origination capabilities, delivering competitively priced products and services, further expanding its offerings to customers.

The Acquisition is transformational for BWS in the UK market and would establish the Combined UK Group as an attractive platform for further growth. Following the Acquisition, BWS will have a strong position across North America and in the UK with a clear trajectory for meaningful growth in the coming years. This demonstrates BWS’s commitment to further investing in the UK insurance sector and economy as a whole, providing trustees with more choices and enhancing retirement income opportunities for UK pensioners.

BWS is confident that the excellent strategic fit is supported by complementary customer-focused cultures and shared values across both organisations. BWS believes this will create an effective platform to deliver the benefits described above, and result in significant value to all stakeholders. Both businesses place a strong emphasis on integrity and behaviours which support a highly professional organisational culture. The application of these cultural attributes will be key to the continued enhancement of the Combined UK Group’s customer and employee propositions.

BWS highly values the existing management team of Just, and following completion and the combination of Blumont with Just, BWS intends that Just’s senior management will become the leadership team for the Combined UK Group. Just’s head office will remain in London and will become the headquarters of the Combined UK Group.

BWS is delighted by the opportunity to welcome Just’s employees and to join forces using the collective know-how of the combined workforce to grow the respective businesses and enhance opportunities for Just employees.

The Just Directors, who have been so advised by Evercore and J.P. Morgan Cazenove as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Just Directors, Evercore and J.P. Morgan Cazenove have taken into account the commercial assessments of the Just Directors. Evercore is providing independent financial advice to the Just Directors for the purposes of Rule 3 of the Code.

Accordingly, the Just Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Just Shareholders vote in favour of the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, that Just Shareholders accept or procure acceptance of such Takeover Offer) as the Just Directors who hold Just Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of Just Shares, amounting in aggregate to 3,838,142 Just Shares representing approximately 0.37 per cent. of the issued share capital of Just as at 30 July 2025 (being the last Business Day before the date of this Announcement). Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out at Appendix 3 to this Announcement.

15

The Just Group is a leading provider of retirement services in the UK defined benefit de-risking and individual retirement income markets. Just Group has a clear purpose; to help people achieve a better later life. It fulfils this purpose by providing a range of products, retirement services, advice and guidance, and is trusted by over 700,000 customers to manage more than £27 billion of their pension savings.

In recent years, the Just executive team, led by David Richardson (Group CEO), has transformed the Just Group, delivering strong growth and significantly strengthening the Just Group’s balance sheet. In a challenging macroeconomic and geopolitical environment, and within an increasingly competitive defined benefit de-risking market, the Just Group has delivered material strategic and financial progress, having:

This strategic and financial progress has improved Just Group’s standalone prospects and has created material value for shareholders. Over the last five years, the Just Group’s share price has increased 181%.

These achievements have been delivered by a talented management team and underpinned by a strong culture in the organisation aligned with fulfilling Just’s purpose.

The Just Directors believe that the Just Group is well positioned to capitalise on the growth opportunities that exist in the defined benefit de-risking and individual retirement income markets, as well as the opportunity to expand its range of products and services in the wider retirement market. The Just Directors remain confident in Just Group’s standalone strategy, market positioning and value creation potential.

However, the Just Directors recognise delivery of future value is inherently uncertain and exposed to factors which are beyond the Just Group’s control, including changes in regulatory and government policy, periods of market turbulence and interest rate volatility, the outlook for the broader UK economy given the Just Group’s UK focus, amongst others, which could impact future value creation. The Just Directors also recognise there is increasing competition within Just’s core markets from new market entrants.

Following careful consideration of the Acquisition, the Just Board, supported by its financial advisers, concluded that the terms of the Acquisition provide an attractive opportunity for Just Shareholders to receive a certain and fair value for their Just Shares in cash.

16

The Just Directors have taken all relevant factors into account in considering the financial terms of the Acquisition, including among others:

In addition to the financial terms of the Acquisition, the Just Directors have carefully evaluated the Acquisition from the perspective of all stakeholders. The Just Directors are pleased to note BWS’s stated intentions concerning Just Group’s strategy, growth plans, management and employees, and other stakeholders. On the basis of those stated intentions, the Just Directors believe that under BWS’s ownership, Just Group will be well placed to deliver on its five strategic priorities underpinning its purpose of helping people achieve a better later life.

The Just Directors believe that access to additional financial resources and capital as part of the Brookfield group will make the Just Group more resilient, protecting existing and future customers and enhancing the benefits that Just can provide. In addition, access to Brookfield Asset Management’s origination capabilities and investment management expertise will enable Just Group to deliver a broader range of competitively priced products to a larger number of customers. Given Just Group’s UK focus, this additional investment will directly benefit the UK real economy, supporting important productive sectors. The Just Directors also welcome BWS’s stated plans for Just’s senior management team to lead the Combined UK Group, and to preserve Just Group’s brand, culture and operational footprint, while supporting the continued development and enhancing the career opportunities of its people.

Therefore, having taken into account all relevant factors, the Just Directors intend to recommend unanimously the Acquisition to the Just Shareholders and accordingly that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Just Shareholders vote in favour of the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, that Just Shareholders accept or procure acceptance of such Takeover Offer).

17

BWS

BWS is focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. Through its operating subsidiaries, it offers a broad range of insurance products and services, including annuities, personal and commercial property and casualty insurance and life insurance.

BWS was spun out of Brookfield Corporation in 2021 and is publicly traded on the New York Stock Exchange and Toronto Stock Exchange under the symbol “BNT”. Brookfield Corporation is a leading global investment firm with over US$1 trillion of assets under management focused on building long-term wealth for institutions and individuals around the world.

BWS currently operates primarily in North America and, as at 30 June 2025, has invested over US$12 billion (£9 billion) of balance sheet capital into its insurance business and has over US$140 billion (£105 billion) of total assets, which is expected to grow to over US$175 billion (£132 billion) upon completion of the Acquisition. Through its ‘A’-rated operating subsidiaries, it wrote approximately US$19 billion of retail annuities and pension risk transfer business in 2024 and it is poised to grow that meaningfully over the next five years.

Bidco

Bidco is a direct wholly owned subsidiary of BWS and the indirect parent company of BWS’s regulated insurance company subsidiaries, including Blumont, BWS’s insurance platform in the UK, which received authorisation in March 2025 following a comprehensive approval process carried out by the PRA and FCA.

Just is a UK-based retirement specialist financial services company with leading capabilities in the defined benefit de-risking and individual retirement income markets. Just’s purpose is to help people achieve a better later life, which it fulfils by delivering competitive products, financial advice, guidance and services to those who are approaching, at and in-retirement. Just operates across four distinct customer groups: trustees and scheme sponsors, individuals, homeowners and corporate clients.

Just is a growth orientated company with over 1,450 employees and more than 700,000 customers and which manages over £27 billion of customer pension savings. A core area of focus for Just since 2012 has been defined benefit de-risking transactions having completed more than 500 transactions, receiving premiums in excess of £17 billion.

Headquartered in London, UK, Just is listed on the Main Market of the London Stock Exchange. Companies within the Just Group are authorised and regulated in the United Kingdom by the FCA and/or the PRA.

The Just Group will report its results for the six month period ending 30 June 2025 on Thursday 7 August 2025. The Just Group continues to make strong progress. Retirement income sales were £2.2 billion in the period, down 13% (H1 2024: £2.5 billion), with defined benefit sales of £1.6 billion, down 13%, but outperforming in a seasonally slower market. Retail sales were £0.5 billion, down 13% on H1 2024, but up 20% on H2 2024. The outlook for the second half of 2025 is strong, with defined benefit sales written in July or in exclusivity of £400 million, and a strong pipeline of small, medium and large transactions in a busy and competitive defined benefit market.

18

BWS’s strategic plans for Just

As set out in paragraph 3 above, BWS intends to combine Just with Blumont to create a single, consolidated UK insurance group which will operate under the Just brand.

BWS is supportive of Just management’s existing strategy and, in particular, BWS intends to:

Following the Effective Date, BWS will continue its evaluation of Just in more depth alongside Just’s management team to determine any organisational and structural changes that should be implemented to assist with the integration of Just into the BWS Group.

Employees, management and pensions

BWS attaches great importance to the skill and experience of Just’s management team and employees and recognises that they will be key to the future success of the Combined UK Group. Just’s strong brand and culture are also largely a reflection of the quality of its professionals. As such, following the combination of Blumont and Just, BWS intends that the existing management team of Just will assume leadership of the Combined UK Group.

BWS has extensive integration experience and strongly believes Just’s management and employees will have exciting growth and career opportunities within the BWS Group. BWS will approach its integration activities with the aim of maintaining operational momentum and retaining and motivating the best talent within the Combined UK Group.

19

The due diligence work carried out to date has confirmed the potential to generate cost savings through efficiencies in head office and certain support functions, including listed company functions which will not be needed following completion of the Acquisition. This will result in a limited number of headcount reductions in the context of the Just Group as a whole. BWS has not yet developed proposals as to how any such headcount reductions will be implemented and any individuals impacted will be treated and where necessary consulted in a manner consistent with applicable law and BWS’s high standards, values and practices, and the relevant employees’ existing entitlements.

Save as set out above, BWS does not expect any material change in the employment conditions or balance of skills and functions of Just’s employees and management.

BWS recognises the importance of Just’s personnel to the success of the Combined UK Group and as such BWS intends to put in place targeted retention and reward arrangements following the Effective Date. BWS has not entered into any discussions regarding such awards.

BWS values the importance of effective governance and independent oversight. BWS expects to retain a majority-independent board at Just (the “UK Group Board”) and each of its regulated insurance subsidiaries (the “UK Insurance Company Boards”) following completion of the Acquisition. The composition of the UK Group Board and each of the UK Insurance Company Boards remains under consideration by BWS, and all appointments will be subject to regulatory approval. As is customary, it is expected that some or all of the UK Group Board’s current non-executive directors shall resign from their office with effect from the Effective Date.

BWS intends to review Just’s defined contribution pension arrangements following the Effective Date and, depending on the outcome of that review, may look to simplify and harmonise the defined contribution pension arrangements as between BWS and Just. This may result in amendments to the terms of Just’s defined contribution pension arrangements, but no such amendments shall result in any employee’s overall compensation being on terms less favourable in aggregate than those currently in place.

No member of the Just Group participates in any defined benefit pension scheme.

Locations and Headquarters

Following the Effective Date, BWS intends to keep Just’s head office in London, which will become the headquarters of the Combined UK Group.

More broadly, BWS intends to maintain the existing locations of Just, except where Just already has plans to relocate offices. Where there is overlap between existing BWS and Just office locations, BWS will work with Just to review the office footprint, however any impact of this on Just’s locations is not expected to be material.

Existing trading facilities

Just Shares are currently listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange. As set out in paragraph 16 below, applications will be made to: (a) the London Stock Exchange to cancel trading in Just Shares on the Main Market of the London Stock Exchange; and (b) the FCA to cancel the listing of the Just Shares on the Official List, in each case with effect from or shortly after the Effective Date.

Other items

In order to form the Combined UK Group, BWS intends to transfer Blumont into the Just Group following the Effective Date.

BWS has no plans to redeploy the fixed assets of Just. Just does not currently have a research and development function and BWS has no plans in this regard.

20

In addition to the reviewing potential internal cost savings as described above, BWS intends to, together with Just’s management team, undertake a review of Just’s material outsourcing arrangements, with a view to identifying further opportunities to reduce costs relating to such arrangements.

None of the statements in this paragraph 9 is a “post-offer undertaking” for the purposes of Rule 19.5 of the Code.

In addition to the Consideration, in the event that the Long Stop Date is extended beyond 31 July 2026 upon the mutual agreement of Bidco and Just and the consent of the Panel and, if so required, the Court, Just Shareholders will be entitled to receive and retain, without any reduction to the Consideration, a dividend declared and paid after 31 July 2026 not exceeding 2 pence per Just Share (the “Extended Close Permitted Dividend”).

If any dividend, distribution or other return of capital is announced, declared, made or paid, or becomes payable, in respect of Just Shares on or after the date of this Announcement and before the Effective Date (including any dividend declared at the time of Just’s interim results for the six-month period ended 30 June 2025), other than (if applicable) an Extended Close Permitted Dividend, Bidco reserves the right to reduce the Consideration by the amount of all or part of any such dividend, distribution or other return of capital. If Bidco exercises this right or makes such a reduction in respect of a dividend, distribution or other return of capital that has not been paid, Just Shareholders will be entitled to receive and retain that dividend, distribution or other return of capital declared, made or paid.

Just Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of Just Shares (other than (if applicable) an Extended Close Permitted Dividend).

Bidco has received irrevocable undertakings to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolutions at the General Meeting from those Just Directors who hold Just Shares in respect of their own beneficial shareholdings, totalling 3,838,142 Just Shares representing approximately 0.37 per cent. of the issued share capital of Just as at 30 July 2025, being the last Business Day before the date of this Announcement. Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this Announcement.

The Consideration payable under the Acquisition is being funded through new debt financing provided by the Royal Bank of Canada, pursuant to the Term Loan Agreement and the Bridge Facility Agreement (the “Credit Facilities”).

The amount to be funded through the Credit Facilities is expected to be reduced by any amounts funded by BWS through cash on hand as of the Effective Date.

RBC Capital Markets, as financial adviser to BWS and Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Consideration payable to Just Shareholders pursuant to the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

21

Confidentiality Agreement

Just and Bidco entered into a confidentiality agreement on 10 July 2025, as amended on 18 July 2025 (the “Confidentiality Agreement”), pursuant to which Bidco has undertaken to: (i) keep confidential certain information relating to, inter alia, the Acquisition and Just and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with the Acquisition.

The confidentiality obligations under the Confidentiality Agreement shall terminate on the earlier of (i) 18 months from the date of the Confidentiality Agreement, and (ii) the date of completion of the Acquisition. The Confidentiality Agreement also contains customary non-solicit and standstill provisions, applicable for 18 months and 12 months respectively, in each case subject to customary carve-outs. The standstill provisions ceased to apply upon the release of this Announcement.

Clean Team Agreement

Just and Bidco entered into a clean team agreement on 17 July 2025 (the “Clean Team Agreement”), which sets out, among other things, how confidential information that is competitively sensitive can be disclosed, used or shared between Bidco’s clean team individuals and/or external advisers retained by Bidco and Just’s clean team individuals and/or external advisers retained by Just.

Joint Defence Agreement

Just, Bidco and the external legal counsels of Just and BWS entered into a confidentiality and joint defence agreement dated 19 July 2025 (the “Joint Defence Agreement”), the purpose of which is to ensure that the exchange and/or disclosure of certain materials only takes place between their respective external legal counsels and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.

Cooperation Agreement

BWS, Bidco and Just entered into a cooperation agreement on 31 July 2025 (the “Cooperation Agreement”), pursuant to which, among other things:

22

The Cooperation Agreement records the intention of BWS, Bidco and Just to implement the Acquisition by way of a scheme of arrangement, subject to Bidco’s right to switch to a Takeover Offer in certain circumstances. BWS, Bidco and Just have agreed to certain customary provisions if the Scheme should switch to a Takeover Offer.

The Cooperation Agreement also contains provisions that shall apply in respect of directors’ and officers’ insurance, the Just Share Plans, other incentive arrangements and other employee-related matters (further details of which will be provided in the Scheme Document).

The Cooperation Agreement shall terminate in certain customary circumstances, including but not limited to:

Participants in the Just Share Plans shall be contacted regarding the effect of the Acquisition on their rights under the Just Share Plans and appropriate proposals will be made to such participants in due course. Details of these proposals will be set out in the Scheme Document.

23

It is expected that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. However, Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the consent of the Panel (where necessary) and the terms of the Cooperation Agreement. The purpose of the Scheme is to provide for Bidco to become the owner of the issued and to be issued share capital of Just. The Scheme is an arrangement between Just and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, amongst other things, an application by Just to the Court to sanction the Scheme, in consideration for which Scheme Shareholders will receive cash on the basis described in paragraph 2 of this Announcement.

On the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Scheme Shares will cease to be of value and should be destroyed and entitlements to Scheme Shares held within the CREST system will be cancelled. The consideration payable under the Scheme will be despatched to Scheme Shareholders by no later than 14 days after the Effective Date.

Any Just Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions, which are to be proposed at the General Meeting, will, among other matters, provide that the Just Articles be amended to incorporate provisions requiring any Just Shares issued after the Scheme Record Time (other than to Bidco or its nominee(s)) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Just Articles (as amended) will avoid any person (other than Bidco or its nominee(s)) holding shares in the capital of Just after the Effective Date.

The Acquisition is subject to a number of Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, including, among other things:

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with Forms of Proxy, will be posted to Just Shareholders within 28 days of the date of this Announcement (unless a later date is agreed between Bidco, Just and the Panel). Subject to the satisfaction or waiver of all relevant conditions, including the Conditions, and certain further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, and subject to the approval and availability of the Court, it is expected that the Scheme will become Effective in the first half of 2026.

24

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Court and the FCA.

It is intended that dealings in, and registration of transfers of, Just Shares will be suspended shortly before the Effective Date at a time to be set out in the Scheme Document. It is further intended that applications will be made to the London Stock Exchange to cancel trading in Just Shares on the Main Market of the London Stock Exchange, and to the FCA to cancel the listing of Just Shares on the Official List, in each case with effect from or shortly following the Effective Date.

On the first Business Day after the Effective Date, entitlements to Just Shares held within the CREST system will be cancelled, and share certificates in respect of Just Shares will cease to be valid.

As at the close of business on 30 July 2025 (being the last Business Day before the date of this Announcement), Bidco was a party to cash-settled swaps relating to Just Shares representing approximately 2.95 per cent. of Just’s issued share capital.

As at close of business on 30 July 2025 (being the last Business Day before the date of this Announcement), save as set out in this paragraph 17 and the irrevocable undertakings referred to in paragraph 11 above, neither Bidco, nor BWS, nor any of the Bidco Directors or BWS Directors, nor any member of the BWS Group, nor, so far as BWS is aware, any person acting in concert with BWS for the purposes of the Acquisition, had:

The availability of the Acquisition and the distribution of this Announcement to Just Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Just Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Just Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been despatched.

25

Copies of the following documents will be available promptly on BWS’s website at www.jubilee-offer.com and Just’s website at www.justgroupplc.co.uk/investors, subject to certain restrictions relating to persons residing in Restricted Jurisdictions, until the end of the Offer Period:

Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Subject to obtaining the consent of the Panel and where permitted pursuant to the terms of the Cooperation Agreement (while the Cooperation Agreement is continuing), Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

In such event, the Acquisition will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation) the inclusion of an acceptance condition set at 90 per cent. of Just Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed after consultation with the Panel (if necessary), or as may be required under the terms of the Cooperation Agreement, being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of Just), including, for this purpose, any such voting rights attaching to Just Shares that are issued before the Takeover Offer becomes or is declared unconditional (whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise).

The Acquisition will be subject to the Conditions and other terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document will be despatched to Just Shareholders within 28 days of the date of this Announcement (unless a later date is agreed between Bidco, Just and the Panel).

In deciding whether or not to vote or procure votes to approve the Scheme at the Court Meeting or to vote or procure votes in favour of the Resolutions at the General Meeting in respect of their Just Shares, Just Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

26

Evercore, J.P. Morgan Cazenove and RBC Capital Markets have each given and not withdrawn their consent to the publication of this Announcement with the inclusion in this Announcement of the references to their names in the form and context in which they appear.

The bases and sources for certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. Details of the irrevocable undertakings received by Bidco are set out in Appendix 3. The defined terms used in this Announcement are set out in Appendix 4.

Allen Overy Shearman Sterling LLP is acting as legal adviser to BWS and Bidco. Slaughter and May is acting as legal adviser to Just.

The person responsible for arranging the release of this Announcement on behalf of Just is Simon Watson, Company Secretary.

Important notices relating to financial advisers

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to BWS and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than BWS and Bidco for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this announcement. Neither RBC Europe Limited nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with the Acquisition or any matter referred to herein.

Evercore Partners International LLP (“Evercore”), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to Just and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Just for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Just or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates 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 this Announcement, or any statement contained herein.

28

J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Just and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Just for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document), which, together with the accompanying Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

Just will prepare the Scheme Document to be distributed to Just Shareholders. Just and Bidco urge Just Shareholders to read the Scheme Document (or any other document by which the Acquisition is made) in full when it becomes available because it will contain important information relating to the Acquisition, including details of how to vote in respect of the Scheme.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the Court, the PRA and the FCA.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the UK, and the availability of the Acquisition to Just Shareholders who are not resident in the UK, may be restricted and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Just Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

29

Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.

Further details in relation to Just Shareholders in overseas jurisdictions will be contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the disclosure and procedural requirements of the U.S. tender offer and proxy solicitation rules.

The financial information included in this Announcement, or that may be included in the Scheme Document, has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and thus 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 U.S. (“U.S. GAAP”). U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this Announcement has been audited in accordance with auditing standards generally accepted in the U.S. or the auditing standards of the Public Company Accounting Oversight Board (United States).

If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations.

Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

Some or all of Just’s officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Just or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment. It may not be possible to sue Just or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act (to the extent applicable), Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Just outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn (or, in the case of any Takeover Offer, until expiration of any such Takeover Offer). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

30

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by BWS, Bidco and Just contain statements which are, or may be deemed to be, “forward-looking statements”. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of BWS, Bidco and Just about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the BWS Group, the Just Group and the Combined UK Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “budget”, “targets”, “aims”, “scheduled”, “estimates”, “forecast”, “intends”, “anticipates”, “seeks”, “prospects”, “potential”, “possible”, “assume” or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. BWS, Bidco and Just give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of BWS, Bidco and/or Just) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the BWS Group, the Just Group and/or the Combined UK Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, where permitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions, the impact of pandemics, asset prices, market-related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Combined UK Group to realise successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the board and/or employee composition of the Combined UK Group), the inability of the Bidco Group to integrate successfully the Just Group’s operations and programmes when the Acquisition is implemented, the Combined UK Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Announcement. Neither BWS Group nor Just Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation and the DTRs), neither the BWS Group nor the Just Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

31

No profit forecasts or estimates

Nothing in this Announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings or earnings per share for BWS, Bidco or Just for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for BWS, Bidco or Just, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the Announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Just Shareholders, persons with information rights and other relevant persons for the receipt of communications from Just may be provided to BWS and Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code.

32

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on BWS’s website at www.jubilee-offer.com and on Just’s website at www.justgroupplc.co.uk/investors promptly and in any event by no later than 12 noon on 1 August 2025. Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks in this Announcement is incorporated into, or forms part of, this Announcement.

Just Shareholders may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated into it by reference to another source) by contacting Just’s registrars, Equiniti Limited, during business hours on +44 (0) 371 384 2787 within the United Kingdom or on +44 (0) 121 415 0096 from overseas or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, with an address to which the hard copy may be sent. Just Shareholders may, subject to applicable securities laws, also request that all future documents, Announcements and information to be sent in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Just confirms that as at the date of this Announcement, it has in issue and admitted to trading on the Main Market of the London Stock Exchange 1,038,702,932 ordinary shares of 10 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00BCRX1J15.

33

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

The Acquisition will be subject to the terms and conditions set out in this Appendix 1 and in the Scheme Document.

PART 1

The Acquisition will be conditional on the Scheme becoming unconditional and becoming Effective, subject to the Code, by no later than 11.59 p.m. on the Long Stop Date, or such later date (if any) as Bidco and Just may, with the consent of the Panel, agree and (if required) the Court may allow.

The Scheme will be subject to the following conditions:

In addition, BWS, Bidco and Just have agreed that, subject as stated in Part 2 of this Appendix 1 and to the requirements of the Panel, the Acquisition will be conditional on the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

34

The Acquisition will be conditional on:

Regulatory

United Kingdom

where references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009;

35

South Africa

Antitrust

United Kingdom

36

South Africa

Other Third Party approvals

37

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition having expired, lapsed or been terminated;

38

save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Just Group is a party or by or to which any such member or any of its assets are or may be bound, entitled or subject, or any circumstance which, in each case as a consequence of the Acquisition or because of a change in the control or management of Just or otherwise, would reasonably be expected to result in any of the following to an extent which is or would be material and adverse in the context of the Wider Just Group taken as a whole:

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Just Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs (a) to (i) of this Condition 4 (Certain matters arising as a result of any arrangement, agreement etc.), in each case to an extent which is material and adverse in the context of the Wider Just Group taken as a whole;

39

save as Disclosed, no member of the Wider Just Group having, since the Last Accounts Date:

40

41

in each case, which has an effect that is material in the context of the Wider Just Group taken as a whole;

save as Disclosed, since the Last Accounts Date:

42

save as Disclosed, BWS not having discovered that:

43

44

PART 2

Waiver and invocation of the Conditions

PART 3

Implementation by way of Takeover Offer

Subject to obtaining the consent of the Panel and where permitted pursuant to the terms of the Cooperation Agreement (while the Cooperation Agreement is continuing), Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change in method of effecting the Takeover Offer, including (without limitation), with the consent of the Panel, the inclusion of an acceptance condition set at 90 per cent. of Just Shares to which the Takeover Offer relates, (or such lesser percentage as may be agreed after consultation with the Panel (if necessary) or as may be required under the terms of the Cooperation Agreement), being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of Just, including, for this purpose, any such voting rights attaching to Just Shares that are issued before the Takeover Offer becomes or is declared unconditional (whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise).

45

PART 4

Certain further terms of the Acquisition

46

APPENDIX 2

SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this Announcement:

47

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

The following Just Directors have given irrevocable undertakings in respect of their own beneficial holdings of Just Shares (or those Just Shares over which they have control) to vote (or procure a vote) in favour of the resolutions relating to the Acquisition at the Just Meetings or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer:

The obligations of the Just Directors under the irrevocable undertakings given by them shall lapse and cease to have effect on and from the earlier of the following occurrences:

These irrevocable undertakings remain binding in the event a competing offer is made for Just. These irrevocable undertakings also extend to any shares acquired by the Just Directors as a result of the vesting of awards or the exercise of options under the Just Share Plans.

48

49