TRANSACTION SUMMARY

On 3rd October 2016, Janus Capital Group Inc. announced a recommended all-stock merger of equals with Henderson Group plc, with the combined company to be named Janus Henderson Global Investors, and to be effected via a share exchange with each share of Janus common stock exchanged for 4.7190 newly issued shares in Henderson. Henderson and Janus shareholders are expected to own approximately 57% and 43% respectively of Janus Henderson Global Investors' shares on closing, based on the current number of shares outstanding.

Janus Henderson Global Investors will be a leading global active asset manager with AUM of more than US$320bn and a combined market capitalisation of approximately US$6bn (based on share prices at close on the last trading day before announcement). Janus' strength in the US markets will be combined with Henderson's strength in the UK and European markets to create a truly global asset manager with a diverse geographic footprint which closely matches the global fund management industry. The combined group will have attractive growth potential (the Boards of Henderson and Janus believe the combined group will generate approximately 2-3 percentage points of additional net new money following integration), together with annual run rate net cost synergies of at least US$110m. The Henderson and Janus CEOs will lead Janus Henderson Global Investors together, reflecting the importance of smooth integration in a people-focused business. The combined group will apply for admission to trade on the NYSE as its primary listing, retaining Henderson's existing listing on the ASX. Janus' largest shareholder, Dai-ichi Life, has committed to supporting the merger and intends to extend its strategic partnership to the combined group.

JANUS

Janus Capital Group Inc. is a global investment firm dedicated to delivering better outcomes for clients through a broad range of investment solutions, including fixed income, equity, alternative and multi-asset class strategies. It does so through a number of distinct asset management platforms within Janus Capital Management LLC, as well as INTECH, Perkins and Kapstream, in addition to a suite of exchange-traded products. Each team brings distinct asset class expertise, perspective, style-specific experience and a disciplined approach to risk. Investment strategies are offered through open-end funds domiciled in both the US and offshore, as well as through separately managed accounts, collective investment trusts and exchange-traded products. Based in Denver, Janus has offices located in 12 countries throughout North America, Europe, Asia and Australia. The firm had complex-wide assets under management and ETP assets totalling US$195bn as of 30 June 2016. Janus is listed on the New York Stock Exchange with a market capitalisation of US$2.6bn (as at close on 30 September 2016). As at 30 June 2016, Janus had gross assets of US$2,840m, and for the year ending 31 December 2015, profit before tax of US$253m.

HENDERSON

Henderson is an independent global asset manager, specialising in active investment. Named after its first client and founded in 1934, Henderson is a client-focused global business with over 1,000 employees worldwide and assets under management of £100bn (31 August 2016). Its core areas of investment expertise are European equities, global equities, global fixed income, multi-asset and alternatives.

Headquartered in London, Henderson has 19 offices around the world. Henderson is dual-listed on the Australian Securities Exchange and the London Stock Exchange, and a member of the ASX 100 and FTSE 250 indices, with a market capitalisation of £2.6bn (as at close on 30 September 2016). As at 30 June 2016, Henderson had total assets of £1,876m and £220m underlying profit before tax in the financial year ended 31 December 2015.

ROLE

LSHP acted as sole financial adviser to Janus Capital Group.