Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• A special meeting of shareholders is scheduled for April 16, 2026, to vote on a proposed take-private transaction involving Trian and General Catalyst, offering $52 per share in cash.

• The board recommends voting in favor of the transaction, citing immediate and certain value for shareholders.

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

Voting matters and shareholder proposals

• Shareholders are asked to vote on the take-private transaction with Trian and General Catalyst.

• Voting instructions are provided for share scheme holders, beneficial holders, and UK Depositary Interest holders.

• The board strongly recommends a FOR vote on the transaction.

Risk oversight and compliance

• Risks include regulatory and shareholder approval uncertainties, potential litigation, and market disruptions.

• Additional risks involve employee retention, unexpected costs, and economic factors such as interest rates and inflation.