Janus Henderson Group PLC Sample Contracts
AMENDED AND RESTATED INVESTMENT AND STRATEGIC COOPERATION AGREEMENT by and between JANUS CAPITAL GROUP INC., HENDERSON GROUP PLC and DAI-ICHI LIFE HOLDINGS, INC. Dated as of October 3, 2016Investment and Strategic Cooperation Agreement • March 20th, 2017 • Henderson Group PLC • Investment advice • New York
This Amended and Restated Investment and Strategic Cooperation Agreement, dated as of October 3, 2016 (this “Agreement”), by and between Janus Capital Group Inc., a Delaware corporation (“JCG”), Henderson Group plc, a public company incorporated in Jersey with registered number 101484 and having its registered office at 47 Esplanade, St Helier, Jersey JE1 0BD (“Henderson”), and Dai-ichi Life Holdings, Inc., a Japanese corporation (the “Investor”). JCG, Henderson and the Investor may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP FUND AWARD AGREEMENTDeferred Incentive Award Agreement • February 28th, 2023 • Janus Henderson Group PLC • Investment advice
The Company grants to <GRANTEE> (the “Grantee”) effective as of <DATE>, (the “Grant Date”), a deferred incentive award in the form of a cash value that is notionally invested in an underlying fund or funds and granted pursuant to Article 9 of the Company Plan (the “DIP Fund Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s 2022 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the Executive Income Deferral Program (if applicable to the Grantee), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Fund Award, including those regarding the deferral of the DIP Fund Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Fun
Dear Roger CHANGE OF EMPLOYER As discussed, when you were recruited, Henderson Group Plc was mistakenly detailed as your employer (the “Company”) on your Service Agreement dated 11 April 2013 (“Service Agreement”). As you are aware the employing...Service Agreement • March 20th, 2017 • Henderson Group PLC • Investment advice
This letter therefore varies your Service Agreement so that the “Company” for the purposes of your Service Agreement correctly refers to Henderson Administration Limited, a company whose registered address is at 201 Bishopsgate, London, EC2M 2AE. This change took effect from 31 March 2015.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 20th, 2017 • Henderson Group PLC • Investment advice • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of October 3, 2016 (this “Agreement”), is by and among Henderson Group plc, a company incorporated in Jersey (“Henderson”); Dai-ichi Life Holdings, Inc., a Japanese corporation (the “Janus Stockholder”); and Janus Capital Group Inc., a Delaware corporation ( “Janus”).
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP SHARE UNIT (RSU) AWARD AGREEMENTDeferred Incentive Award Agreement • February 28th, 2023 • Janus Henderson Group PLC • Investment advice
The Company grants to <GRANTEE> (the “Grantee”), effective as of <DATE>, (the “Grant Date”), a deferred incentive award in the form of Share Units (the “DIP Share Unit Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s 2022 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the Executive Income Deferral Program (if applicable to the Grantee), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Share Unit Award and the underlying Shares, including those regarding the deferral of the DIP Share Unit Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Share Unit Award, including all of the applicable terms and conditions,
Option AgreementOption Agreement • March 20th, 2017 • Henderson Group PLC • Investment advice • New York
OPTION AGREEMENT, dated as of October 3, 2016 (this “Agreement”), by and between Henderson Group plc, a public company incorporated in Jersey with registered number 101484 and having its registered office at 47 Esplanade, St Helier, Jersey JE1 0BD (the “Company”), and Dai-ichi Life Holdings, Inc., a Japanese corporation (the “Investor”). The Company and the Investor may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
Janus Henderson Group plc 30,668,922 Shares of Common Stock, $1.50 par value Underwriting AgreementUnderwriting Agreement • February 9th, 2021 • Janus Henderson Group PLC • Investment advice
Dai-ichi Life Holdings, Inc., a joint stock corporation formed under the laws of Japan (the “Selling Stockholder”) and a stockholder of Janus Henderson Group plc, a public limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (“you” or the “Representative”), an aggregate of 30,668,922 shares (the “Securities”) of Common Stock (“Stock”) of the Company. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives and Underwriters as used herein shall mean you, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
HENDERSON GROUP PLC HORIZON ORBIT CORP. JANUS CAPITAL GROUP INC. AGREEMENT AND PLAN OF MERGER Dated as of October 3, 2016Agreement and Plan of Merger • May 30th, 2017 • Janus Henderson Group PLC • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 3, 2016 (this Agreement), is by and among HENDERSON GROUP PLC, a company incorporated in Jersey (Henderson); HORIZON ORBIT CORP., a Delaware corporation and direct wholly-owned subsidiary of Henderson (Merger Sub); and JANUS CAPITAL GROUP INC., a Delaware corporation (Janus).
INSTRUMENT OF INDEMNITY from Henderson Group plcInstrument of Indemnity • March 20th, 2017 • Henderson Group PLC • Investment advice • Jersey
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD UK RSU – DIP AWARD AGREEMENTDeferred Incentive Award Agreement • February 26th, 2020 • Janus Henderson Group PLC • Investment advice
The Company grants to <Participant Name> (the “Grantee”), effective as of <Date>, 2020 (the “Grant Date”), a deferred incentive award in the form of Share Units (the “DIP Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s Third Amended and Restated 2010 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the attached Appendices A and B, and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Award and the underlying Shares, including those regarding the deferral of the DIP Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Award, including all of the applicable terms and conditions, by <Date> or such later date determined by the Committee, or it will lapse
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENTDeferred Incentive Award Agreement • February 27th, 2024 • Janus Henderson Group PLC • Investment advice
Janus Henderson Group plc (the “Company”) grants to <GRANTEE> (the “Grantee”), effective as of <DATE> (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP PSU Award”) as described below, subject to the terms and conditions set forth in this DIP PSU Award agreement (this “DIP Award Agreement”), the Company’s 2022 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP PSU Award and the underlying Shares. The Grantee must accept the DIP PSU Award, including all of the applicable terms and conditions, by <DATE> or such later date determined by the Committee, or it will lapse. Capitalized terms used but not defined in this DIP Award Agreement have the meaning spec
December 21, 2025 Jupiter Company Limited c/o Trian Fund Management, L.P. 41st Floor New York, NY 10017Equity Financing Commitment • January 30th, 2026 • Janus Henderson Group PLC • Investment advice • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Jupiter Company Limited, a private limited company organized under the laws of Jersey (“Parent”), Jupiter Merger Sub Limited, a private limited company organized under the laws of Jersey (“Merger Sub” and, together with Parent, the “Parent Entities”), and Janus Henderson Group plc, a public limited company organized under the laws of Jersey (the “Company”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, among other things, Parent will acquire the Company by causing the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”) or, following a Switch, via a Scheme of Arrangement. Reference is also made to the other Equity Commitment Letters of even date her
LIMITED GUARANTEELimited Guarantee • January 30th, 2026 • Janus Henderson Group PLC • Investment advice • Delaware
This LIMITED GUARANTEE, dated as of December 21, 2025 (this “Limited Guarantee”), by Qatar Holding LLC (the “Guarantor”), in favor of Janus Henderson Group plc, a public limited company organized under the Laws of Jersey (the “Guaranteed Party”). Reference is also made to the other Limited Guarantees of even date herewith delivered to Parent by the Trian Investors and the GC Investor (collectively, the “Other Guarantees,” and together with this Limited Guarantee, the “Guarantees”), and the Equity Commitment Letters of even date herewith delivered to Parent by the Trian Equity Investors and the GC Investor (collectively, the “Other Equity Commitment Letters,” and together with the Equity Commitment Letter (as defined below), the “Equity Commitment Letters”). Each of the “Guarantors” under the Other Guarantees are referred to herein as an “Other Guarantor” and collectively as the “Other Guarantors.” Each capitalized term used and not defined herein but defined in the Merger Agreement sha
JANUS HENDERSON US (HOLDINGS) INC. as Issuer JANUS HENDERSON GROUP PLC as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee $400,000,000 5.450% SENIOR NOTES DUE 2034 SENIOR INDENTURE Dated as of September 10, 2024Senior Indenture • September 10th, 2024 • Janus Henderson Group PLC • Investment advice • New York
INDENTURE, dated as of September 10, 2024, among Janus Henderson US (Holdings) Inc., a Delaware corporation (the “Issuer”), the Parent (as defined herein), as guarantor, and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as trustee (the “Trustee”).
Jupiter Company Limited Jupiter Borrower, Inc. c/o Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, NY 10017Loan Agreement • March 30th, 2026 • Janus Henderson Group PLC • Investment advice
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP SHARE UNIT (RSU) AWARD AGREEMENTDeferred Incentive Award Agreement • July 31st, 2025 • Janus Henderson Group PLC • Investment advice
Janus Henderson Group plc (the “Company”) grants to Ali Dibadj (the “Grantee”), effective as of May 12, 2025 (the “Grant Date”), a deferred incentive award in the form of Share Units (the “DIP Share Unit Award”) as described below, subject to the terms and conditions set forth in this DIP Award agreement ( this “DIP Award Agreement”), the Company’s 2022 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the Executive Income Deferral Program (if applicable to the Grantee), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Share Unit Award and the underlying Shares, including those regarding the deferral of the DIP Share Unit Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Share
LIMITED GUARANTEELimited Guarantee • January 30th, 2026 • Janus Henderson Group PLC • Investment advice • Delaware
This LIMITED GUARANTEE, dated as of December 21, 2025 (this “Limited Guarantee”), by each Person listed on Schedule A hereto (each a “Guarantor” and, collectively, the “Guarantors”), in favor of Janus Henderson Group plc, a public limited company organized under the Laws of Jersey (the “Guaranteed Party”). Reference is also made to the other Limited Guarantees of even date herewith delivered to Parent by the GC Investor and the QIA Investor (collectively, the “Other Guarantees,” and together with this Limited Guarantee, the “Guarantees”), and the Equity Commitment Letters of even date herewith delivered to Parent by the GC Investor and the QIA Investor (collectively, the “Other Equity Commitment Letters,” and together with the Equity Commitment Letter (as defined below), the “Equity Commitment Letters”). Each of the “Guarantors” under the Other Guarantees are referred to herein as an “Other Guarantor” and collectively as the “Other Guarantors.” Each capitalized term used and not define
VOTING AND ROLLOVER AGREEMENTVoting and Rollover Agreement • December 22nd, 2025 • Janus Henderson Group PLC • Investment advice • Delaware
This VOTING AND ROLLOVER AGREEMENT (this “Agreement”), dated as of December 21, 2025, is entered into by and among Janus Henderson Group plc, a company incorporated in Jersey (the “Company”), the stockholder of the Company listed on Schedule A hereto (the “Stockholder”), Jupiter Topco LLC, a Jersey limited liability company (“Topco”), Jupiter Acquisition Limited, a private limited company incorporated under the laws of Jersey and a wholly owned subsidiary of Topco (“Midco”), and Jupiter Company Limited, a private limited company incorporated under the laws of Jersey and a wholly owned subsidiary of Midco (“Parent”).
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENTDeferred Incentive Award Agreement • February 24th, 2021 • Janus Henderson Group PLC • Investment advice
The Company grants to [Grantee Name] (the “Grantee”), effective as of [Date] (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP PSU Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s Third Amended and Restated 2010 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the Executive Income Deferral Program (if applicable to the Grantee), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP PSU Award and the underlying Shares, including the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP PSU Award, including all of the applicable terms and conditions, by [Date] or such later date d
Registration Rights Agreement $400,000,000 5.450% Senior Notes Due 2034Registration Rights Agreement • September 10th, 2024 • Janus Henderson Group PLC • Investment advice • New York
This Registration Rights Agreement dated September 10, 2024 (this “Agreement”) is entered into by and among Janus Henderson US (Holdings) Inc., a Delaware corporation (the “Issuer”), Janus Henderson Group plc, a public limited company incorporated under the laws of Jersey, Channel Islands, and the direct parent of the Issuer (the “Guarantor”), and Citigroup Global Markets Inc., BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several purchasers named in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • June 30th, 2026 • Janus Henderson Group PLC • Investment advice • Jersey
This CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of June 22, 2026 is entered into by and between the undersigned Rollover Holder (the “Rollover Holder”) and Jupiter Topco LLC, a Jersey limited liability company (the “Company”).
ContractWarrant Agreement • April 8th, 2025 • Janus Henderson Group PLC • Investment advice • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.
EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2025 • Janus Henderson Group PLC • Investment advice • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this May 9, 2025, by and between Janus Henderson Investors US LLC (“JHIUS”), a Delaware limited liability company, as employing entity, and Janus Henderson Group plc (“JHG”, and together with JHIUS, the “Company”), and Ali Dibadj (the “Executive”).
March 24, 2026 Jupiter Company Limited c/o Trian Fund Management, L.P. 41st Floor New York, NY 10017Equity Financing Commitment • March 30th, 2026 • Janus Henderson Group PLC • Investment advice • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of December 21, 2025, as amended by Amendment No. 1 thereto dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Jupiter Company Limited, a private limited company organized under the laws of Jersey (“Parent”), Jupiter Merger Sub Limited, a private limited company organized under the laws of Jersey (“Merger Sub” and, together with Parent, the “Parent Entities”), and Janus Henderson Group plc, a public limited company organized under the laws of Jersey (the “Company”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, among other things, Parent will acquire the Company by causing the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”) or, following a Switch, via a Scheme of Arrangement. Reference
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD UK – DIP FUND AWARD AGREEMENTDip Fund Award Agreement • February 26th, 2020 • Janus Henderson Group PLC • Investment advice
The Company grants to <Grantee> (the “Grantee”) effective as of <Date>, 2020 (the “Grant Date”), a deferred incentive award in the form of a cash value that is notionally invested in an underlying fund or funds and granted pursuant to Article 9 of the Company Plan (the “DIP Fund Award”) as described below, subject to the terms and conditions set forth in this DIP Fund Award Agreement, the Company’s Third Amended and Restated 2010 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the attached Appendices A and B, and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Fund Award, including those regarding the deferral of the DIP Fund Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Fund Award, including all of the appl
Janus Henderson Investors US LLC SEVERANCE RIGHTS AGREEMENTSeverance Rights Agreement • May 4th, 2022 • Janus Henderson Group PLC • Investment advice • Colorado
THIS SEVERANCE RIGHTS AGREEMENT (this “Agreement”) is made this March 23, 2022 (“Effective Date”) by and between Janus Henderson Investors US LLC, a Delaware limited liability company (the “Company”), and Ali Dibadj (the “Executive”).
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENT CEO SPECIAL AWARDDeferred Incentive Award Agreement • July 31st, 2025 • Janus Henderson Group PLC • Investment advice
Janus Henderson Group plc (the “Company”) grants to Ali Dibadj (the “Grantee”), effective as of May 12, 2025 (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP PSU Award”) as described below, subject to the terms and conditions set forth in this DIP PSU Award agreement (this “DIP PSU Award Agreement”), the Company’s 2022 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP PSU Award and the underlying Shares. The Grantee must accept the DIP PSU Award, including all of the applicable terms and conditions, by August 10, 2025 or such later date determined by the Committee, or it will lapse. Capitalized terms used but not defined in this DIP PSU Award Agreeme
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 1st, 2023 • Janus Henderson Group PLC • Investment advice • Colorado
This Separation and Release Agreement (the “Agreement”) between Tiphani Krueger (“you” or “your”) and Janus Henderson Investors US LLC (“Employer” and together with you, “Parties”) sets forth in its entirety the terms and conditions of the Parties’ agreement related to the termination of your employment without cause with Employer.
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE PLAN AWARD AGREEMENTLti Award Agreement • February 28th, 2023 • Janus Henderson Group PLC • Investment advice
The Company grants to <GRANTEE> (“you” or “Grantee”), effective as of <DATE> (the “Grant Date”), a Matching Restricted Stock Unit Award (the “LTI Award”) as described below, subject to the terms and conditions set forth in this agreement (the “LTI Award Agreement”), the Company’s 2022 Deferred Incentive Plan, as may be amended from time to time (the “Company Plan”), the attached Appendix A, and any applicable laws (including US securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the LTI Award and the underlying Common Stock, including those regarding the minimum ownership requirements and the deferral of LTI Awards.
VIA EMAIL CONFIDENTIAL June 16, 2026 Jupiter Company Limited c/o Trian Fund Management, L.P. New York, NY 10017Agreement and Plan of Merger • June 18th, 2026 • Janus Henderson Group PLC • Investment advice
Reference is made to the Agreement and Plan of Merger, dated as of December 21, 2025 (as amended, modified or supplemented from time to time in accordance with its terms, including by that certain Amendment No. 1, dated as of March 24, 2026, the “Merger Agreement”), by and among Jupiter Company Limited, a company incorporated in Jersey (“Parent”), Jupiter Merger Sub Limited, a company incorporated in Jersey and a wholly owned subsidiary of Parent (“Merger Sub”), and Janus Henderson Group plc, a company incorporated in Jersey (the “Company” and together with Parent and Merger Sub, the “Parties”). Capitalized terms used herein and not defined have the meaning given to them in the Merger Agreement.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 28th, 2022 • Janus Henderson Group PLC • Investment advice • Colorado
This Separation and Release Agreement (the “Agreement”) between Suzanne Cain (“you” or “your”) and Janus Henderson Investors US LLC (“Employer” and together with you, “Parties”) sets forth in its entirety the terms and conditions of the Parties’ agreement related to the termination of your employment with Employer.
AGREEMENT AND PLAN OF MERGER among JUPITER COMPANY LIMITED, JUPITER MERGER SUB LIMITED, and JANUS HENDERSON GROUP PLC Dated as of December 21, 2025Merger Agreement • December 22nd, 2025 • Janus Henderson Group PLC • Investment advice • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2025 (this “Agreement”), among Jupiter Company Limited, a company incorporated in Jersey (“Parent”), Jupiter Merger Sub Limited, a company incorporated in Jersey and a Wholly Owned Subsidiary of Parent (“Merger Sub”), and Janus Henderson Group plc, a company incorporated in Jersey (the “Company”).
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • March 30th, 2026 • Janus Henderson Group PLC • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED GUARANTEE, dated as of March 24, 2026 (this “Limited Guarantee”), by each Person listed on Schedule A hereto (each a “Guarantor” and, collectively, the “Guarantors”), in favor of Janus Henderson Group plc, a public limited company organized under the Laws of Jersey (the “Guaranteed Party”). Reference is also made to the other Limited Guarantees dated December 21, 2025 delivered to Parent by the GC Investor and the QIA Investor (collectively, the “Other Guarantees,” and together with this Limited Guarantee, the “Guarantees”), and the Equity Commitment Letters delivered to Parent by the GC Investor and the QIA Investor on or prior to the date hereof (collectively, the “Other Equity Commitment Letters,” and together with the Equity Commitment Letter (as defined below), the “Equity Commitment Letters”). Each of the “Guarantors” under the Other Guarantees are referred to herein as an “Other Guarantor” and collectively as the “Other Guarantors.” Each capital
WITHOUT PREJUDICE SUBJECT TO CONTRACT SETTLEMENT AGREEMENTSettlement Agreement • July 31st, 2025 • Janus Henderson Group PLC • Investment advice
TERMINATION AND AMENDMENT AGREEMENTTermination and Amendment Agreement • February 4th, 2021 • Janus Henderson Group PLC • Investment advice
This Termination and Amendment Agreement, dated as of February 4, 2021 (this “Agreement”), is entered into by and between Janus Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands (“JHG”), and Dai-ichi Life Holdings, Inc., a Japanese corporation (“Dai-ichi”). JHG and Dai-ichi may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.