Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• Amended merger agreement increases cash consideration to $52.00 per share, a $3.00 increase and 25% premium to unaffected share price, with closing targeted by mid-2026.

• Special Committee and Board unanimously recommend the amended Trian and General Catalyst proposal as the only actionable and superior offer.

• Victory Capital's revised unsolicited proposal was reviewed and determined to present unacceptable closing risks and is not in the best interests of shareholders.

• Shareholder meeting to vote on the merger agreement is scheduled for April 16, 2026.

Voting matters and shareholder proposals

• Shareholders are asked to approve and adopt the amended merger agreement with Trian and General Catalyst.

• The Board recommends voting in favor of the merger agreement at the upcoming meeting.

Board of directors and corporate governance

• The Special Committee, acting independently, led the review of strategic alternatives and merger proposals.

• The Board and Special Committee both unanimously approved the amended merger agreement.