6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of June, 2014

Commission File Number 001-35400

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Just Energy Group Inc.

(Translation of registrant’s name into English)

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6345 Dixie Road, Suite 200, Mississauga, Ontario, Canada, L5T 2E6

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

Form 20-F o Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit

99.1 Form of Proxy

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	JUST ENERGY GROUP INC.
	(Registrant)
Date: June 17, 2014	By:	/S/ JONAH T. DAVIDS
	Name:	Jonah T. Davids
	Title:	Senior Vice President, Legal and Regulatory and General Counsel

EX-99.1

Exhibit 99.1

   

Security Class

Holder Account Number

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Fold Form of Proxy - Annual General Meeting to be held on June 26, 2014 This Form of Proxy is solicited by and on behalf of Management. Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

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Fold 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. Proxies submitted must be received by 3:00 pm, Eastern Time, on June 23, 2014.

Appointment of Proxyholder The undersigned common shareholder of Just Energy hereby appoints

Rebecca MacDonald, Executive Chair of Just Energy or Hugh Segal, Lead Director of Just Energy ORPrint the name of the person you areappointing if this person is someoneother than the ManagementNominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of Just Energy to be held at the TSX Gallery, The Exchange Tower, Main

Floor, 130 King Street West, Toronto, Ontario on Thursday, June 26, 2014 at 3:00 pm and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors 01. John A. BrussaFor Withhold02. R. Scott GahnFor Withhold03. Gordon D. GiffinFor Withhold04. Michael J.L. Kirby 05. Rebecca MacDonald 06. Brett A. Perlman07. Hugh D. Segal 08. George Sladoje 09. William F. Weld2. Appointment of AuditorsAppointment of Ernst & Young L.L.P. as Auditors of Just Energy, and to authorize the directors to fix their remuneration

3. Resolution Approval, in an advisory, non binding capacity, Just Energy’s approach to executive compensation as described in the circular accompanying thisProxy.At the proxyholder's discretion upon any amendments or variations to matters specified in the notice of meeting or upon any other matters as mayproperly come before the meeting or any adjournment thereof.Authorized Signature(s) - This section must be completed for your

instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby

revoke any proxy previously given with respect to the Meeting. If no voting instructions are

indicated above, this Proxy will be voted as recommended by Management. Interim Financial Statements - Mark this box if you wouldlike to receive interim financial statements andaccompanying management’s discussion and analysis bymail.Annual Report - Mark this box if you would NOT like toreceive the annual report and accompanyingmanagement’s discussion and analysis by mail.If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglistE A R Q 1 8 8 2 2 0 A R 2