Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• A revised unsolicited, non-binding proposal from Victory Capital was received and is under review by a Special Committee with independent advisors.

• The Board previously determined Victory Capital's earlier proposal was not in shareholders' best interests and continues to recommend the take-private agreement with Trian and General Catalyst.

• Business operations and client services remain unaffected during the evaluation of the revised proposal.

• Forward-looking statements highlight risks and uncertainties, including regulatory approvals, litigation, and market volatility.

Voting matters and shareholder proposals

• Shareholders are urged to vote in favor of the transaction agreement with Trian and General Catalyst, which remains in effect.

• The client consent process for the Trian and General Catalyst transaction is ongoing and unaffected by the Victory Capital proposal.

Board of directors and corporate governance

• The Special Committee of the Board is evaluating the revised Victory Capital proposal with independent financial and legal advisors.

• The Board has not withdrawn or modified its recommendation regarding the Trian and General Catalyst transaction.

• Directors, executive officers, and certain employees may be participants in the solicitation of proxies for the proposed transaction.