Janus Henderson Group (JHG) investor relations material

Executive summary

• Shareholders are asked to approve a merger agreement under which all outstanding shares will be acquired for $49.00 per share in cash, resulting in the company becoming a wholly owned subsidiary of a private entity formed by Trian Fund Management and General Catalyst.

• The merger follows a thorough review by a Special Committee of independent directors, which solicited and evaluated alternative proposals and ultimately determined the merger was in the best interests of shareholders.

• The transaction is structured as a “going private” deal, with the company’s shares to be delisted from the NYSE and deregistered under the Exchange Act after closing.

• The merger consideration represents an 18% premium to the unaffected share price and a 6.5% premium to the price before the merger announcement.

• If the merger is not completed, the company will remain public, and certain termination fees may apply.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement and related transactions, (2) authority to adjourn the meeting if more votes are needed, and (3) a non-binding advisory vote on compensation for named executive officers related to the merger.

• Approval of the merger requires a special resolution with at least two-thirds of votes cast in favor; the adjournment and compensation proposals require a simple majority.

• The Trian Shareholder, holding 20.7% of shares, has agreed to vote in favor of the merger, subject to certain conditions.

Board of directors and corporate governance

• The Special Committee, composed solely of independent, disinterested directors, led the negotiation and evaluation process, including engagement of independent legal and financial advisors.

• The Board, excluding conflicted directors, unanimously approved and recommended the merger based on the Special Committee’s recommendation and a fairness opinion from Goldman Sachs.

• The surviving company’s initial directors will be Ali Dibadj, Sukh Grewal, and Michelle Rosenberg.