Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• Shareholders are called to a special meeting on April 16, 2026, to vote on a proposed merger with Jupiter Company Limited, with Janus Henderson becoming a wholly owned subsidiary of Jupiter through a merger agreement amended on March 24, 2026.

• Supplemental disclosures address shareholder litigation and clarify the background and process leading to the merger, including competing proposals and negotiations.

• Forward-looking statements highlight risks related to regulatory approvals, litigation, transaction costs, and potential impacts on business operations and employee retention.

Voting matters and shareholder proposals

• The primary voting matter is approval and adoption of the amended merger agreement with Jupiter Company Limited and related transactions.

• Shareholders are urged to submit proxies promptly; no further action is required for those who have already voted unless they wish to change their vote.

Board of directors and corporate governance

• The board and a special committee evaluated multiple acquisition proposals, including those from Trian, General Catalyst, and Victory Capital, before recommending the merger with Jupiter.

• The special committee conducted due diligence and negotiations, seeking clarity on synergies, integration, and shareholder approvals from competing bidders.