Janus Henderson Group PLC

This proposal asks shareholders to approve a straightforward amendment to the Company’s Articles of Association to raise the statutory cap on total annual non-executive director compensation from $3.7 million to $4.6 million. Management explains the cap dates from the Company’s prior ASX listing and remains in the Articles even after voluntary delisting; the Board says the existing cap has been reached due to the formation of two new special purpose committees (the Operational Project Committee and the Special Committee) and a modest market-driven increase in director pay. The Board projects 2026 director compensation would be approximately $3.85 million, which exceeds the current cap and would force compensation reductions in the absence of shareholder approval. The request is framed as a precautionary governance measure to ensure the Board can continue to attract and retain qualified independent directors and appropriately compensate board service, including for intensive committee work. The resolution is an ordinary resolution requiring a simple majority, and approval would have no immediate cash impact other than permitting the Board to pay accrued or future compensation up to the higher cap. If shareholders decline, the Board would be constrained and may need to reduce fees or committee compensation, potentially impairing the Company’s ability to staff or remunerate important committees. Given disclosed benchmarking work by an independent consultant and the Board’s stated intent to continue periodic reviews of director pay, the proposal is positioned as a governance and market-alignment adjustment rather than an immediate pay increase for specific individuals. For investors evaluating the merits, the key tradeoffs are preserving flexibility to remunerate directors for substantially greater committee workloads versus limiting aggregate cash and equity outflows to shareholders as governance oversight costs.

This is a standard, non-binding ‘‘say-on-pay’’ advisory proposal asking shareholders to approve the Company’s executive compensation disclosures and the programs described in the CD&A. Management seeks shareholder endorsement of the overall design and outcomes of its pay program, which it describes as heavily performance-based (high percentage of at-risk pay, a mix of RSUs and PSUs, clawback and ownership guidelines) and intended to align management incentives with long-term shareholder value. The CD&A also discloses a one-time $20 million CEO Special Award (with a significant PSU component tied to five‑year TSR hurdles) and other compensation decisions for 2025; the Board emphasizes that the advisory vote is non-binding but will inform future compensation decisions by the Human Capital and Compensation Committee. The Company highlights strong prior shareholder engagement and notes a 96.4% prior say‑on‑pay vote in 2025, which it cites in support of its continued approach. For investors, the central considerations include the pay‑for‑performance alignment in the PSU metrics, the governance safeguards (clawback, deferral, ownership guidelines), and the potential reputational impact of the one‑time CEO Special Award—even though the award is structured with long vesting and rigorous TSR hurdles. A vote against would be a signal of shareholder dissatisfaction that the Committee would likely respond to through further engagement and potential program adjustments; a vote for preserves management’s current approach and signals shareholder support. The advisory nature means operational changes cannot be compelled by this vote, but it remains an important governance feedback mechanism with practical influence on compensation design and the Board’s engagement priorities.

This special-resolution proposal asks shareholders to renew the Board’s authority under Jersey law to repurchase up to approximately 10% of the Company’s issued share capital on the open market, with specified minimum and maximum price limits and an expiry tied to the 2027 AGM, November 1, 2027, or the closing of the Proposed Merger. The Board presents the buyback authorization as a strategic capital allocation tool to be used only if the Proposed Merger does not close; management explicitly discloses it does not intend to repurchase shares while the merger remains pending. The resolution sets prudent guardrails: a $1.50 par-value floor, a cap at 105% of the five‑day average NYSE closing price, and the statutory ability to hold repurchased shares as treasury shares for future use (e.g., employee plans). The special-resolution threshold (two‑thirds) and the Jersey Companies Law mechanics mean approval represents a meaningful shareholder mandate to the Board for future on‑market repurchases. For investors, the merits hinge on whether buybacks represent the best use of capital versus other options (investment, dividends, debt paydown) in a post‑merger or stand‑alone scenario and whether the repurchase authority could be used opportunistically to offset dilution or support share price. The Board’s commitment to refrain from repurchases during the pending merger and its explicit contingency framing reduce near‑term governance concerns, while the price limits and expiry provide further protection for shareholders. Approving the authority preserves optionality for the Board to return capital efficiently if the strategic transaction does not proceed.

This agenda item is a procedural placeholder allowing the meeting to consider any other business properly brought before shareholders at the Annual General Meeting. It is not a substantive, pre-specified resolution and therefore contains no drafted resolution text in the proxy; any matters raised under this heading would need to be properly introduced in accordance with the Company’s Articles and applicable law. From a governance perspective, such items are typically limited to housekeeping, procedural motions, or unforeseen matters that arise after the proxy materials are finalized; they rarely involve substantive policy changes without advance disclosure. Because no specific proposal text, proponent, or recommendation is provided in the proxy materials, shareholders cannot meaningfully pre-assess the merits of hypothetical matters raised under this heading. Voting mechanics and required thresholds for any such item would depend on the nature of the business if and when it is properly brought forward. For investors, the practical impact of this line item is minimal unless management or a shareholder introduces a substantive resolution at the meeting, in which case additional disclosure and potentially a supplemental filing would commonly follow.