Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• Announced a negotiated take-private agreement with Trian Partners and General Catalyst, offering $52 per share in cash, representing a 25% premium over the unaffected trading price.

• The transaction provides immediate, certain value to shareholders with secured financing and an expedited path to closing, targeted for mid-2026.

• The Board and Special Committee unanimously recommend voting in favor of the merger agreement at the extraordinary general meeting scheduled for April 16, 2026.

• The deal emphasizes stability in investment management, significant investment in technology and innovation, and continuity of the existing franchise.

• Forward-looking statements highlight anticipated benefits, but also note risks and uncertainties related to regulatory approvals, litigation, and market conditions.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the approval and adoption of the merger agreement and related transactions.

• Voting can be conducted online, by phone, or by returning the proxy card or voting instruction form.

• The Board and Special Committee unanimously recommend a "FOR" vote on the proposed transaction.

Board of directors and corporate governance

• The Special Committee and Board members who approved the merger are actively supporting the transaction and its terms.