Janus Henderson Group Plc · NYSE:JHG

Janus Henderson — Merger or Acquisition (March 2026)

12 slides from Janus Henderson's merger presentation, Mar 25, 2026

  1. Slide 1: Delivering Maximum Value and Certainty for Shareholders

    March 2026 DELIVERING MAXIMUM VALUE AND CERTAINTY FOR SHAREHOLDERS

  2. Slide 2: Disclaimers

    2 DISCLAIMERS Forward Looking Statements Certain statements in this investor presentation not based on historical facts are “forward - looking statements” within the meani ng of the federal securities laws. Such forward - looking statements involve known and unknown risks and uncertainties that are

  3. Slide 3: All-Cash Transaction Offers Compelling Value & High Certainty

    3 ALL - CASH TRANSACTION OFFERS COMPELLING VALUE & HIGH CERTAINTY, AND IS THE RESULT OF A RIGOROUS PROCESS Secures a robust valuation relative to intrinsic value and precedent transactions: x $52/share realizes the upper end of intrinsic value range ($42.78 - $52.16) 1 x Transaction multiple above m

  4. Slide 4: Trian / General Catalyst's Proposal Delivers Immediate and Full Value of the Standalone Plan

    4 TRIAN / GENERAL CATALYST’S PROPOSAL DELIVERS IMMEDIATE AND FULL VALUE OF THE STANDALONE PLAN Transaction captures high - end of intrinsic value range Unaffected Price $41.63/share Merger Valuation $52.00/share Low - End of Range $42.78/share High - End of Range $52.16/share x Immediate value at th

  5. Slide 5: Deal Provides a Premium Valuation Relative to Historical Precedents

    5 The 10.2x transaction multiple stands as a high - water mark, surpassed only during the highly - volatile market of 2020 Source: Selected transactions analysis. Data and analysis as of 23 - Mar - 2026. 1 Reflects median EV / LTM EBITDA multiple of 8 selected traditional asset management precedent

  6. Slide 6: Negotiation timeline with Trian / General Catalyst

    6 Dec 21 Trian / General Catalyst makes all - cash proposal of $49/share, which Special Committee recommends to the full Board. Mar 23 Trian / General Catalyst verbal offer for $50/share – Special Committee pushes for more value Mar 24 Special Committee wins increase from Trian / General Catalyst to

  7. Slide 7: Special Committee process and price increases

    7 $46 $ 46.5 0 $47 $48 $ 48.5 0 $49 $50 $52 $41.63 unaffected price …plus a compelling premium x 25% vs. unaffected price x 19% vs. unaffected 30 - day VWAP x 13% vs. 52 - week high x Exceeds all - time high Outcome delivers full value of standalone plan… x $52/share reflects the high end of the fut

  8. Slide 8: Special Committee member qualifications

    8 Strong track record as a director of large international companies: ▪ Chair of the Board of Manulife Financial Corp, a ~$40B market cap financial services company (1993 to 2023) ▪ Director at Sysco Corp., a ~$40B market cap wholesale food distributor (2004 to 2022) ▪ Lead Independent Director at S

  9. Slide 9: Special Committee Focused on Maximizing Value While Protecting Shareholders from Downside Risks

    9 SPECIAL COMMITTEE FOCUSED ON MAXIMIZING VALUE WHILE PROTECTING SHAREHOLDERS FROM MATERIAL DOWNSIDE RISKS Value Maximization with High Closing Certainty If shareholders reject a proposed transaction : There is no guarantee of a viable alternative, jeopardizing the immediate and certain value curren

  10. Slide 10: This Is an Optimal Time for Shareholders to Harvest Maximum Value and De-Risk

    10 CAGR 2023 - 24 CAGR 2020 - 24 7 % 5 % Total 9 % 4 % Investment Management 8 % 3 % Distribution 3 % 6 % Operations 9 % 8 % Technology 6 % 4 % Legal / Risk / Compliance 6 % 5 % Management / Administration 4 % 2 % Overhead / Other THIS IS AN OPTIMAL TIME FOR SHAREHOLDERS TO HARVEST MAXIMUM VALUE AND

  11. Slide 11: Proposed Trian / General Catalyst Transaction Provides High Value and Closing Certainty

    11 PROPOSED TRIAN / GENERAL CATALYST TRANSACTION PROVIDES HIGH VALUE AND CLOSING CERTAINTY / x Fully - financed all - cash transaction that captures the upper end of intrinsic value range ($42.78 - $52.16) x Compelling valuation – exceeding the median of precedent transactions – and premia x Financi

  12. Slide 12: Special Committee Recommends That Shareholders Vote For the Transaction

    12 SPECIAL COMMITTEE RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE TRANSACTION x Vote “ FOR ” the Transaction If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies: Shareholders may call toll - free at (877) 800 - 5192 Banks and broke

Janus Henderson Group — Merger or Acquisition (March 2026) on 6ix