Slide 1: Perspectives on Victory Capital and its Proposals
March 2026 Perspectives on Victory Capital and its Proposals © 2026 Trian Fund Management, L.P. All rights reserved.
Slide 2: Disclaimers / Disclosures
Disclaimers / Disclosures 2 Important Information and Where to Find It This presentation relates to a proposed transaction (the “proposed transaction”) pursuant to the Agreement and Plan of Merger , d ated as of December 21, 2025 (the “merger agreement”) by and among Janus Henderson Group plc (“Janu
Slide 3: Disclaimers / Disclosures (Continued)
Disclaimers / Disclosures (Continued) 3 GENERAL CONSIDERATIONS (CONT’D) While Brian Baldwin and Josh Frank are current directors of Janus Henderson and Nelson Peltz is a former director of certain ass et management companies referenced herein, including Janus Henderson and Invesco, none of the infor
Slide 4: Disclaimers / Disclosures (Continued)
Disclaimers / Disclosures (Continued) 4 NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY Under no circumstances is this presentation intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. Funds managed by Trian may from time to tim
Slide 5: Executive Summary
Executive Summary 5 Source: Company filings, Trian analysis, FactSet as of 3/18/26. As the largest shareholder of JHG, Trian strongly opposes Victory’s March 17 th proposal Trian sees no realistic path to Victory closing a deal with JHG We believe Victory has misrepresented key facts in its proposal
Slide 6: Executive Summary (Continued)
Executive Summary (Continued) 6 Trian sees no realistic path to Victory closing a deal with JHG – JHG portfolio managers representing 30% - 40% of JHG’s total revenue (1) have indicated they would resign if JHG combines with Victory; major JHG clients have indicated they oppose a Victory deal This w
Slide 7: In Trian's View, the Latest Victory Proposal Is Not Credible
In Trian’s View, the Latest Victory Proposal Is Not Credible 7 Source: Company filings, Trian analysis. (1) WSJ article published 3/18/26. (2) Cash funding gap estimated as $6.8bn of total cash uses less $4.8bn of debt proceeds less $1.1bn of pro forma estimated exces s c ash. Key Criteria Client Co
Slide 8: Trian Believes There Are Misleading Statements by Victory Regarding Its Financing
Trian Believes There Are Misleading Statements by Victory Regarding Its Financing 8 Source: Company filings, Trian analysis, Company press releases. (1) Cash funding gap estimated as $6.8bn of total cash uses less $4.8bn of debt proceeds less $1.1bn of pro forma estimated exces s c ash. (2) Estimate
Slide 9: We Believe Victory's Proposal Has Significant Closing Risk
We Believe Victory’s Proposal Has Significant Closing Risk 9 Source: Company filings, Trian analysis, FactSet as of 3/18/26. (1) Assumes 80% of shares vote (quorum) consistent with JHG’s Special Committee’s illustrative case. (2) WSJ article published 3/18/26. Approval Sought Requirement Risk JHG Sh
Slide 10: Victory Will Need Over 90% of JHG Non-Trian Votes Cast
10 Victory Will Need Over 90% of JHG Non - Trian Votes Cast % of Non - Trian Votes Cast Required 92% 90% 88% 87% 75% 80% 85% 90% % of Shareholders That Vote Janus’ Special Committee Base Case Source: Company filings, Trian analysis.
Slide 11: We Believe Victory Is Unlikely to Be Able to Obtain Necessary Client Consents
We Believe Victory Is Unlikely to Be Able to Obtain Necessary Client Consents 11 Retail ~$350bn AUM Institutional ~$150bn AUM Fund shareholders are represented by several independent fund boards which have recommended the Trian / General Catalyst transaction Large institutional clients have expresse
Slide 12: Victory Has a Record of Changing Fund Boards
Victory Capital Mutual Fund Board Outcomes Victory Has a Record of Changing Fund Boards Designed to Protect Investors (1) 12 Acquisition AUM ($bn) Board Outcome $18 2/3 of Board Replaced (2) $17 2/3 of Board Replaced (2) $81 Material Governance Changes $114 Material Governance Changes Source: Compan
Slide 13: Victory Capital Has a Poor Corporate Governance Profile
Victory Capital Has a Poor Corporate Governance Profile 13 ISS recommended that shareholders vote against all directors that stood for re - election in 2025, highlighting the classified board structure as a governance practice misaligned with shareholder interests Source: Company filings, ISS. Victo
Slide 14: Trian and General Catalyst's $49 in Cash Is Compelling, Certain, and Timely
Trian and General Catalyst’s $49 in Cash Is Compelling, Certain, and Timely vs. Significant Drawdown of Relevant Peers 14 % TSR since Announcement on 12/22/25 (2%) (4%) (10%) (11%) (14%) (15%) (22%) (25%) (26%) (31%) (37%) (37%) Traditional C - Corp. Asset Manager Average: (9%) U.S. Alternatives Ave
Slide 15: Victory's Unsolicited Proposal Exposes the Weakness of an M&A Dependent Model
15 We Believe Victory Capital’s Unsolicited Proposal Exposes the Weakness of an M&A Dependent Model
Slide 16: Victory Has Suffered 15 Consecutive Quarters of Outflows
16 Source: Company filings, Trian analysis. Note: Total net flows represents total net flows including money - market / short term. Quarters prior to Q1’23 are not restated a nd include reclassified other asset flows. ($0.7) ($0.6) ($4.5) ($1.2) ($1.4) ($2.0) ($1.4) ($1.1) ($1.7) ($2.6) ($1.9) ($1.2
Slide 17: Victory has been in persistent outflow for the past six years
Victory’s active equities business is $135bn of AUM, 43% of total AUM Top Asset Class Net Flows Active Equity Net Flows (% Annualized) Victory’s mutual fund business is $172bn of AUM, 55% of total AUM Top Vehicle Net Flows Mutual Fund Net Flows (% Annualized) Victory has been in persistent outflow f
Slide 18: Fee Rates Have Been in Consistent Decline
Victory Capital Fee Rates (1) 18 Source: Company filings. (1) Represents reported AUM revenue realization (in bps). Years prior to FY’22 are not restated. 57 bps 56 bps 52 bps 52 bps 53 bps 49 bps FY’20 FY’21 FY’22 FY’23 FY’24 FY’25 Organic revenue declines have been outpacing organic flow declines
Slide 19: Victory's Margins Are Unsustainably High
FY’25 Adj. Revenue (1) ($bn) FY’25 Adj. Operating Income Margin (2) (%) We Believe Victory’s Margins Are Unsustainably High and Are a Result of Underinvestment 19 Source: Company filings. (1) Represents adj. revenue net of distribution fees for all peers for comparability. Victory’s adj. revenue rep
Slide 20: M&A & Markets Fills a Leaking Bucket
Victory Capital AUM over Time ($bn) 20 Source: Company filings. (1) Years represent year of announcement. Since its management - led buyout from KeyCorp in 2013, Victory has closed eight acquisition s, made, and exited two minority investments through December 31, 2025. Includes realizations and dis
Slide 21: Victory's Multiple and Enterprise Value Are Not Clearly Understood
21 Source: Company filings, Trian analysis, FactSe t as of 3/18/26 . We Believe Victory’s Multiple and Enterprise Value Are Not Clearly Understood Victory Capital Valuation (Figures in billions, except per share values or unless otherwise noted) VCTR appears 2x cheaper than it truly is Peer average
Slide 22: Victory's Stock Is Overvalued Given High Leverage, Negative Flows
C - Corp Traditional Asset Manager EV / 2026E EBITDA vs. FY’25 Flows (1) 22 Source: Company filings, FactSet as of 3/18/26. Note: Adj. EBITDA represents adj. operating income plus D&A. Victory adj. EBITDA is burdened by stock - based compensation in - line with peers. Invesco Great Wall earnings are
Slide 23: Victory's Business Model Has Significant Risk Factors
In Our View, Victory’s Business Model Has Significant Risk Factors 23 Source: Company filings, Trian analysis. (1) Peer group consists of BlackRock, T. Rowe, Franklin Resources, Invesco, AllianceBernstein, JHG, and Artisan Partners. Operati ng margin as of FY’25. Represents reported adj. operating i
Slide 24: A JHG-Victory Transaction Presents Significant Value Destruction Potential
24 A JHG - Victory Transaction Presents Significant Value Destruction Potential
Slide 25: Victory's Synergy Target Is Unrealistic vs. Peer Transactions
Net Cost Synergies - % of Pro Forma Cost Base on >$3bn Purchase Price Transactions Select Scaled Precedent Transaction Benchmarking We Believe Victory’s Synergy Target Is Unrealistic vs. Peer Transactions 25 Source: Company filings, press release, Jefferies, Trian analysis. Note: Pro forma cost base
Slide 26: Net Synergy Target Also Appears Unfeasible Relative to JHG's U.S. Cost Base
26 Source: Company filings, Trian analysis. (1) JHG reported adjusted net revenue allocated by GAAP reported revenue mix. VCTR revenue represents Q2’25A - Q4’25A annualized rev enue net of distribution and other asset - based expenses. (2) JHG adjusted operating costs allocated as a % of revenue. VC
Slide 27: Case Study: Invesco / OppenheimerFunds
Transaction Comparison JHG vs. OppenheimerFunds (OFI) Case Study: Invesco / OppenheimerFunds 27 Source: Company filings. Note: Invesco’s impairment charges and TSR performance reflect multiple factors including market conditions, interest rate environments, and industry - wide active management outf
Slide 28: Victory Has Never Managed a Business as Large and Complex as JHG
JHG (FY’25) vs. Victory Capital (FY’24 Pre - Pioneer) Victory Has Never Managed a Business as Large and Complex as JHG, Yet is Attempting to Execute a Cost - Driven, Unsolicited Acquisition of the Company 28 Source: Company filings. (1) Represents JHG’s reported adj. net revenue and Victory’s report
Slide 29: Benchmarking Pro-Forma Leverage
C - Corp Traditional Asset Managers Gross Leverage x FY’25 Adj. EBITDA Benchmarking Pro - Forma Leverage Would Be the Highest in the Industry and Could Increase as Integration Challenges Mount 29 Source: Company filings. Note: Adj. EBITDA represents adj. operating income plus D&A. Invesco Great Wall
Slide 30: Victory Has All the Hallmarks of a Low-Multiple Business
We Believe Victory Has All the Hallmarks of a Low - Multiple Business 30 Source: Company filings, Trian analysis. (1) Peer group consists of BlackRock, T. Rowe, Franklin Resources, Invesco, AllianceBernstein, JHG, and Artisan Partners. Operating margin as of FY’25. Represents reported adj. operating
Slide 31: Pro Forma Company Could Trade <6.5x 2026 EV / EBITDA
We Believe Victory’s Proposal Would Result in a Pro Forma Company that Could Trade <6.5x 2026 EV / EBITDA 31 Source: Company filings, Trian analysis, FactSet as of 3/18/26. (1) Adj. EBITDA represents adj. operating income plus D&A. Victory adj. EBITDA is burdened by stock - based compensation in - l
Slide 32: Significant Downside to a Victory Deal Signing and Not Closing
There Is Significant Downside to a Victory Deal Signing and Not Closing 32 Source: Company filings, Trian analysis, FactSet as of 3/18/26. Note: Figures may not sum due to rounding. Disclaimer: The stock price projection presented above reflects various assumptions selected by Trian Fund Management,
Slide 33: Value Degradation + High Risk Even in a Theoretical Close
Value of Consideration to JHG (Figures in billions, except per share values or unless otherwise noted) PF Value PF EV / 2026E EBITDA Valuation 5.9x (x) PF 2026 Adj. EBITDA (incl. $150mm Synergies) $1.7 PF Enterprise Value $10.2 (−) Net Debt & Other ($6.1) PF Market Cap $4.2 (/) FDSO (mm) 123 PF Pote