Form 8-K

8-K — JANUS HENDERSON GROUP PLC

Accession: 0001104659-26-079401

Filed: 2026-06-30

Period: 2026-06-30

CIK: 0001274173

SIC: 6282 (INVESTMENT ADVICE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2619303d2_8k.htm (Primary)

EX-3.1(1) — EXHIBIT 3.1.1 (tm2619303d2_ex3d1-1.htm)

EX-3.1(2) — EXHIBIT 3.1.2 (tm2619303d2_ex3d1-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2619303d2_ex99-1.htm)

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GRAPHIC (tm2619303d2_ex3d1-1img001.jpg)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2619303d2_8k.htm · Sequence: 1

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0001274173

JANUS HENDERSON GROUP PLC

0001274173

2026-06-30

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 30, 2026

Commission File Number

001-38103

JANUS HENDERSON GROUP LTD.

(Exact name of registrant

as specified in its charter)

Jersey, Channel Islands

98-1376360

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

201 Bishopsgate

EC2M3AE

London, United

Kingdom

(Zip Code)

(Address of principal executive offices)

+44 (0) 20 7818 1818

(Registrant’s telephone number, including

area code)

Janus Henderson Group plc

December 31

(Former name, former address and former fiscal year, if changed since last report)

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name

of each exchange on which registered

Common Stock, $1.50 Per Share Par Value

JHG

New York Stock Exchange

Check

the appropriate box below if the Form 8 K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant

to Rule 14a 12 under the Exchange Act (17 CFR 240.14a 12)

¨ Pre-commencement communications

pursuant to Rule 14d 2(b) under the Exchange Act (17 CFR 240.14d 2(b))

¨ Pre-commencement communications

pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b 2 of the Securities Exchange Act of 1934 (§240.12b 2 of this chapter).

Emerging growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. o

Introductory Note

On June 30, 2026 (the “Closing Date”),

Jupiter Company Limited, a company incorporated in Jersey (“Parent”), completed the previously announced acquisition

of Janus Henderson Group plc (the “Company”), pursuant to the terms of the previously announced Agreement and Plan

of Merger, dated as of December 21, 2025 (the “Original Merger Agreement”), by and among the Company, Parent and

Jupiter Merger Sub Limited, a company incorporated in Jersey and a wholly owned subsidiary of Parent (“Merger Sub”),

as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2026 (the “Amendment”),

and as further amended and supplemented by the side letter agreement, dated as of June 16, 2026 (the “Side Letter”

and, the Original Merger Agreement, as amended, supplemented and otherwise modified by the Amendment and the Side Letter, the “Amended

Merger Agreement”).

Pursuant to the terms of the Amended Merger Agreement,

Merger Sub merged with and into the Company (the “Merger”) in accordance with the Companies (Jersey) Law 1991, with

the Company surviving such Merger as a wholly owned subsidiary of Parent and changing its name to “Janus Henderson Group Ltd.”

(also referred to herein as the “Surviving Company”). Capitalized terms used but not defined herein shall have the

meanings ascribed to such terms in the Amended Merger Agreement.

Item 1.01. Entry

into a Material Definitive Agreement.

The information set forth in the Introductory

Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

On the Closing Date, concurrently with the closing

of the Merger, the Surviving Company, as holdings, and Janus Henderson US (Holdings) Inc. (as survivor of the merger among Jupiter Borrower, Inc.

and Janus Henderson US (Holdings) Inc.), as the parent borrower, entered into that certain Credit Agreement with JPMorgan Chase Bank,

N.A., as administrative agent and collateral agent, the lenders from time to time party thereto and the subsidiary borrowers from time

to time party thereto (the “Credit Agreement”), which provides for (a) a senior secured first-lien term loan facility

in an aggregate principal amount of $2,900,000,000 (which was fully drawn on the Closing Date) and (b) a senior secured first-lien

revolving credit facility in the aggregate principal amount of $500,000,000 (which was not drawn on the Closing Date). The obligations

under the Credit Agreement are secured on a first priority basis by substantially all assets of the borrowers and the guarantors (including,

on the Closing Date, the Surviving Company and certain of its subsidiaries), in each case, subject to certain exclusions and exceptions.

The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for

facilities of their respective types.

Item 1.02. Termination of Material Definitive

Agreement.

The information set forth in the Introductory

Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Cancellation and Termination of Existing Credit

Facility

In connection with the completion of the Merger,

the Company issued a notice, dated June 25, 2026, to cancel and terminate, effective as of the Closing Date, the revolving credit

facility agreement, dated as of June 30, 2023 (as amended, supplemented or otherwise modified from time to time, the “Revolving

Credit Facility Agreement”), by and between the Company and Bank of America Europe Designated Activity Company, as facility

agent. The Revolving Credit Facility Agreement provided for an unsecured $200,000,000 revolving credit facility (the “Facility”).

As of the Closing Date, the Facility was undrawn.

Guardian Warrant

In connection with the Merger, the Warrant to

Purchase Ordinary Shares, dated as of June 30, 2025, issued by the Company to The Guardian Life Insurance Company of America ceased

to be outstanding.

Item 2.01 Completion of Acquisition or Disposition

of Assets.

The information set forth in the Introductory

Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Pursuant to the Amended Merger Agreement, each

ordinary share, par value $1.50 per share, of the Company (collectively, the “Shares”) issued and outstanding immediately

prior to the effective time of the Merger (the “Effective Time”) (except for Shares held by Parent and as otherwise

provided in the Amended Merger Agreement) was converted into the right to receive $52.00 per Share in cash, without interest (the “Merger

Consideration”).

Also at the Effective Time:

· each

(i) outstanding restricted stock unit (each, a “Company RSU Award”) that was (a) vested in accordance with

its terms as of the Effective Time, (b) a matching award granted in connection with purchases made under the Company’s employee

stock purchase plan, whether vested or unvested or (c) held by a non-employee director of the Company’s Board of Directors, whether vested or unvested (each, a “Vested Company RSU Award”), and (ii) outstanding performance restricted

stock unit (each, a “Company PSU Award”) where the performance period had been completed (each, a “Vested

Company PSU Award”), terminated and were cancelled as of immediately prior to the Effective Time and were exchanged for the

right to receive a lump sum cash payment equal to (a) (1) the Merger Consideration, multiplied by (2) the number of Shares

subject to such Vested Company RSU Award or Vested Company PSU Award immediately prior to the Effective Time (in the case of Vested Company

PSU Awards, any applicable performance goals were deemed satisfied based on actual performance), plus (b) the amount of any

accrued but unpaid dividend equivalent rights;

· generally, each outstanding Company RSU Award

that was not a Vested Company RSU Award (each, an “Unvested Company RSU Award”) was converted into the contingent right

to receive an equity-based award with an initial value equal to (i) (a) the Merger Consideration, multiplied by (b) the

number of Shares subject to such Unvested Company RSU Award immediately prior to the Effective Time, plus (ii) the amount

of any accrued but unpaid dividend equivalent rights (each, a “Replacement RSU Award”). Following the Effective Time,

the value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter

Topco LLC (“TopCo”) and will be settled in cash or in equity interests in TopCo, and otherwise will have the same terms

and conditions (including with respect to vesting and payment timing) as applied to the Unvested Company RSU Award for which it was exchanged,

except for terms rendered inoperative by reason of the Merger and other administrative or ministerial changes reasonably determined by

Parent that in each case do not adversely impact the Unvested Company RSU Award holder; and

· generally, each outstanding Company PSU Award

that was not a Vested Company PSU Award (each, an “Unvested Company PSU Award”) was converted into the contingent right

to receive a cash award of equivalent value equal to (i) (a) the Merger Consideration, multiplied by (b) the number

of Shares subject to such Unvested Company PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed

satisfied at 120% of target), plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a “Replacement

PSU Award”). Following the Effective Time, the value of each Replacement PSU Award will be determined by reference to the value

of the applicable class of equity securities of TopCo and will be settled in cash or in equity interests in TopCo, and otherwise will

have the same terms and conditions (including with respect to service-based vesting and payment timing but excluding any performance-based

vesting conditions) as applied to the Unvested Company PSU Award for which it was exchanged, except for terms rendered inoperative by

reason of the Merger and other administrative or ministerial changes reasonably determined by Parent that in each case do not materially

and adversely impact the Unvested Company PSU Award holder.

The foregoing description of the Merger and the

Amended Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text

of the (a) Original Merger Agreement, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K

filed by the Company on December 22, 2025 with the Securities and Exchange Commission (the “SEC”) and incorporated

herein by reference, (b) Amendment, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K

filed by the Company on March 24, 2026 with the SEC and incorporated herein by reference, and (c) Side Letter, which is attached

as Exhibit 2.1.1 to the previously filed Current Report on Form 8-K filed by the Company on June 18, 2026 with the SEC

and incorporated herein by reference.

Item 2.03 Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the Introductory

Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.01 Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory

Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified the

New York Stock Exchange (“NYSE”) of the consummation of the Merger and that each outstanding Share had been converted

into the right to receive the Merger Consideration (except for Shares held by Parent and as otherwise provided in the Amended Merger Agreement).

The Company requested that the NYSE (i) halt trading of the Shares on the NYSE prior to the opening of trading on July 1, 2026,

which is the day immediately following the Closing Date, (ii) withdraw the Shares from listing on the NYSE and (iii) file with

the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), on Form 25 to report that the Shares are no longer listed on the NYSE and to

apply for the deregistration of the Shares under Section 12(b) of the Exchange Act. As a result, the Shares, which previously

traded under the symbol “JHG,” will no longer be listed on the NYSE.

In addition, after the Form 25 becomes effective,

the Company intends to file a certification on Form 15 with the SEC to suspend the Company’s reporting obligations under Sections

13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of

Security Holders.

The information set forth in the Introductory

Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item

3.03.

As a result of the consummation of the Merger,

at the Effective Time, holders of Shares immediately prior to such time ceased to have any rights as shareholders of the Company (other

than their right to receive Merger Consideration (except for Shares held by Parent and as otherwise provided in the Amended Merger Agreement)

pursuant to the terms of the Amended Merger Agreement).

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory

Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item

5.01.

As a result of the consummation of the Merger,

at the Effective Time, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The aggregate

Merger Consideration payable by Parent in connection with the Merger is approximately $6.5 billion, funded by a combination of cash

provided by an investor group led by Trian Fund Management, L.P. and General Catalyst Group Management, LLC, as well as preferred equity

financing that has been provided by MassMutual and debt financing that was provided by JPMorgan Chase Bank, N.A., Citibank, N.A., Bank

of America, N.A., Jefferies Finance LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, UBS AG, Stamford Branch and Morgan

Stanley Senior Funding, Inc., in each case subject to the conditions set forth in their respective commitment letters.

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory

Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Directors

In accordance with the terms of the Amended Merger

Agreement, as a result of the Merger, each of John Cassaday, Brian Baldwin, Kalpana Desai, Kevin Dolan, Eugene Flood Jr., Josh Frank,

Alison Quirk, Leslie F. Seidman, Angela Seymour-Jackson and Anne Sheehan resigned and ceased to be directors of the Company as of the

Effective Time.

In accordance with the terms of the Amended Merger

Agreement, as a result of the Merger, each of Ali Dibadj, Sukh Grewal and Michelle Rosenberg became the directors of the Surviving Company

(the “Surviving Company Board of Directors”) as of the Effective Time, and, in each case, shall hold office from the

Effective Time until his or her respective successor is duly elected or appointed and qualified or until his or her earlier death, resignation

or removal in accordance with the memorandum of association and the articles of association of the Surviving Company or otherwise as provided

by Applicable Law.

Officers

In accordance with the terms of the Amended Merger

Agreement, as of the Effective Time, each of the officers of the Company immediately prior to the Effective Time became officers of the

Surviving Company, and, in each case, shall hold office from the Effective Time until his or her respective successor is duly elected

or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the memorandum of association

and the articles of association of the Surviving Company or otherwise as provided by Applicable Law.

Rollover

In accordance with the terms of the Amended Merger

Agreement, certain senior employees, which includes certain of the Company’s named executive officers, were provided with the opportunity

to exchange a portion of the Shares in their possession for equity interests in TopCo in lieu of receiving the Merger Consideration.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory

Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Amended Merger Agreement, effective

as of the Effective Time, the memorandum of association and the articles of association of the Company, as in effect immediately prior

to the Effective Time, were amended and restated in their entirety to be in the form of the memorandum of association and articles of

association as set forth on Exhibit A to the Amended Merger Agreement, and so as amended and restated are the memorandum of

association and the articles of association of the Surviving Company until thereafter changed or amended as provided therein or by Applicable

Law. As of the Effective Time, the name of the Surviving Company is “Janus Henderson Group Ltd.” Copies of the amended

and restated memorandum of association of the Surviving Company and amended and restated articles of association of the Surviving Company

are filed as Exhibits 3.1.1 and 3.1.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

On the Closing Date, the Surviving Company Board

of Directors approved a change in the Surviving Company’s accounting period end from December 31 to June 30. The accounting

year change will be effective July 1, 2026. Accordingly, the Surviving Company will file any reports required under applicable law

based on its new June 30 accounting period end.

Item 8.01 Other Events.

On June 30, 2026, the Company issued a press

release announcing the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

2.1.1*+

Agreement and Plan of Merger, dated as of December 21, 2025, by and among Janus Henderson Group plc., Jupiter Company Limited, and Jupiter Merger Sub Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025).

2.1.2

Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2026, by and among Janus Henderson Group plc, Jupiter Company Limited, and Jupiter Merger Sub Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2026).

2.1.3

Side Letter, dated as of June 16, 2026, by and among Janus Henderson Group plc, Jupiter Company Limited, and Jupiter Merger Sub Limited (incorporated by reference to Exhibit 2.1.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2026).

3.1.1

Amended

and Restated Memorandum of Association of Janus Henderson Group Ltd.

3.1.2

Amended and Restated Articles of Association of Janus Henderson Group Ltd.

99.1

Press Release, dated June 30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

Signature

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant (as successor by merger to Janus Henderson Group plc) has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.

Date: June 30, 2026

JANUS HENDERSON GROUP LTD.

By:

/s/ Sukh Grewal

Name: Sukh

Grewal

Title:

Chief Financial Officer

EX-3.1(1) — EXHIBIT 3.1.1

EX-3.1(1)

Filename: tm2619303d2_ex3d1-1.htm · Sequence: 2

Exhibit 3.1.1

Dated 30 June 2026

Companies (Jersey) Law 1991

Company Limited by Shares

MEMORANDUM OF ASSOCIATION

JANUS HENDERSON GROUP LTD

Companies (Jersey) Law 1991

Company Limited by Shares

Memorandum of Association

Janus Henderson Group Ltd

1. The name of the Company is Janus Henderson Group Ltd.

2. The Company is a private company limited by shares.

3. The Company is a par value company.

4. The Company has unrestricted corporate capacity.

5. The liability of each member arising from their holding of a

share is limited to the amount (if any) unpaid on it.

6. The share capital of the Company is $720,000,000 divided into

480,000,000 ordinary shares of $1.50 each.

EX-3.1(2) — EXHIBIT 3.1.2

EX-3.1(2)

Filename: tm2619303d2_ex3d1-2.htm · Sequence: 3

Exhibit 3.1.2

Dated 30 June 2026

Companies (Jersey) Law 1991

Company Limited by Shares

ARTICLES OF ASSOCIATION

JANUS HENDERSON GROUP LTD

CONTENTS

1           Definitions, interpretation and exclusion of Standard Table

Definitions

Interpretation

Exclusion of Standard Table

2           Shares

Power to issue Shares and options, with or without special rights

Power to issue fractions of a Share

Consolidation of fractions of a Share

Trusts not recognised

Power to vary class rights

Effect of new Share issue on existing class rights

Capital contributions without issue of further Shares

No bearer Shares or warrants

Limit on the number of joint holders

Treasury Shares

3           Share certificates

Issue of share certificates

Renewal of lost or damaged share certificates

4           Lien on Shares

Nature and scope of lien

Company may sell Shares to satisfy lien

Authority to execute instrument of transfer

Consequences of sale of Shares to satisfy lien

Application of proceeds of sale

No lien on Secured Shares

5           Calls on Shares and forfeiture

Power to make calls and effect of calls

Time when call made

Liability of joint holders

Interest on unpaid calls

Deemed calls

Power to accept early payment

Power to make different arrangements at time of issue of Shares

Notice of default

Forfeiture or surrender of Shares

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

Effect of forfeiture or surrender on former Member

Evidence of forfeiture or surrender

Sale of forfeited or surrendered Shares

No forfeiture of Secured Shares

6           Transfer of shares

Form of transfer

Power to refuse registration

Notice of refusal to register

Power to suspend registration

Fee, if any, payable for registration

Company may retain instrument of transfer

Security

7           Transmission of Shares

Persons entitled on death of a Member

Registration of transfer of a Share following death or bankruptcy

Indemnity

Rights of person entitled to a Share following death or bankruptcy

8           Alteration of capital

Increasing, consolidating, converting, dividing and cancelling share capital

Reducing share capital

Sale of fractions of Shares

9           Redemption and purchase of Shares

Power to issue redeemable Shares and to purchase Shares

Power to pay for redemption or purchase in cash or in specie

Effect of redemption or purchase of a Share

10         Meetings of Members

Power to call meetings

Annual general meetings

Content of notice

Period of notice

Persons entitled to receive notice

Publication of notice on a website

Time a website notice is deemed to be given

Required duration of publication on a website

Accidental omission to give notice or non-receipt of notice

11         Proceedings at meetings of Members

Quorum

Lack of quorum

Use of technology

Chairperson

Right of a director or auditor's representative to attend and speak

Adjournment

Method of voting

Outcome of vote by show of hands

Withdrawal of demand for a poll

Taking of a poll

Chairperson's casting vote

Amendments to resolutions

Written resolutions

Sole-member company

12         Voting rights of members

Right to vote

Rights of joint holders

Representation of corporate Members

Member with mental disorder

Objections to admissibility of votes

Form of proxy

How and when proxy is to be delivered

Voting by proxy

13         Number of directors

14         Appointment, disqualification and removal of directors

First directors

No age limit

Corporate directors

No shareholding qualification

Appointment of directors

Removal of directors

Resignation of directors

Termination of the office of director

15         Alternate directors

Appointment and removal

Notices

Rights of alternate director

Appointment ceases when the appointor ceases to be a director

16         Powers of directors

Powers of directors

Appointments to office

Remuneration

17         Delegation of powers

Power to delegate any of the directors' powers to a committee

Power to appoint an agent of the Company

Power to appoint an attorney or authorised signatory of the Company

18         Meetings of directors

Regulation of directors' meetings

Calling meetings

Notice of meetings

Use of technology

Quorum

Voting

Validity

Recording of dissent

Written resolutions

19         Permissible directors' interests and disclosure

Permissible interests subject to disclosure

Notification of interests

Voting where a director is interested in a matter

20         Minutes

21         Accounts and audits

Accounting and other records

No automatic right of inspection

Sending of accounts and reports

Time of receipt if documents are published on a website

Validity despite accidental error in publication on website

When accounts are to be audited

22         Record dates

23         Dividends

Declaration of dividends by Members

Payment of interim dividends by directors

Apportionment of dividends

Right of set off

Power to pay other than in cash

How payments may be made

Dividends or other monies not to bear interest in absence of special rights

Dividends unable to be paid or unclaimed

24         Capitalisation of profits

Capitalisation of profits or of any share premium account or capital redemption reserve

Applying an amount for the benefit of members

25         Seal

Company seal

Official seal

When and how seal is to be used

If no seal is adopted or used

Validity of execution

26         Indemnity

Indemnity

Release

Insurance

27         Notices

Form of notices

Persons authorised to give notices

Delivery of written notices

Joint holders

Giving notice to a deceased or bankrupt Member

Delivery of notices

Saving provisions

Saving provision

28         Winding up

Distribution of assets in specie

No obligation to accept liability

Companies (Jersey) Law 1991

Company Limited by Shares

Articles of Association

Janus Henderson Group Ltd

1 Definitions, interpretation

and exclusion of Standard Table

Definitions

1.1 In these Articles, the following definitions apply: Articles means, as appropriate:

(a) these Articles of Association as amended from time to time; or

(b) two or more particular Articles of these Articles;

and Article refers to a particular Article of these

Articles;

Business Day means a day other than a public holiday

in the Island, a Saturday or a Sunday;

Clear Days, in relation to a period of notice, means

that period excluding:

(a) the day when the notice is deemed to be received; and

(b) the day for which

it is given or on which it is to take effect;

Company means the above-named company;

Default Rate means 3% (three per cent) per annum

over the base rate of the Bank of England from time to time;

Electronic has the meaning given to that term in

the Electronic Communications (Jersey) Law 2000;

Electronic Record has the meaning given to that

term in the Electronic Communications (Jersey) Law 2000;

Electronic Signature has the meaning given to that

term in the Electronic Communications (Jersey) Law 2000;

Fully Paid and Paid Up means that the agreed

issue price for a Share has been fully paid or credited as paid in money or money's worth;

Island means Jersey, Channel Islands;

Law means the Companies (Jersey) Law 1991;

Member means any person or persons

entered on the register of members from time to time as the holder of a Share;

Memorandum means the Memorandum

of Association of the Company as amended from time to time;

Officer means a person appointed

to hold an office in the Company; and the expression includes a director, alternate director or liquidator, but does not include the Secretary;

Ordinary Resolution means a resolution

of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled

to vote. The expression also includes a written resolution signed by or on behalf of each Member who, at the date when the resolution

is deemed to be passed, would be entitled to vote on the resolution if it were proposed at a meeting;

Secretary means a person appointed

to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Security Interests Law means the

Security Interests (Jersey) Law 2012 (as amended, modified, replaced or superseded);

Secured Shares means any shares

of the Company that are subject to a security interest created pursuant to the Security Interests Law;

Share means a share in the share capital of the Company;

and the expression:

(a) includes stock (except where a distinction between shares and stock is expressed or implied); and

(b) where the context permits, also includes a fraction of a share;

Special Resolution has the meaning

given to that term in the Law. The expression also includes a written resolution signed by or on behalf of each Member who, at the date

when the resolution is deemed to be passed, would be entitled to vote on the resolution if it were proposed at a meeting; and

subsidiary has the meaning given to that term in Article

2 of the Law.

Interpretation

1.2 In the interpretation of these Articles, the following provisions apply unless the context otherwise

requires:

(a) a reference in these Articles to a statute is a reference to a statute of the Island as known by its short

title, and includes:

(i) any statutory modification, amendment or re-enactment; and

(ii) any subordinate legislation or regulations issued under that statute;

(b) headings are inserted for convenience only and do not affect the interpretation of these Articles, unless

there is ambiguity;

act, matter or thing must be done on the next Business Day;

(d) a word which denotes the singular also denotes the plural, a word which denotes the plural also denotes

the singular, and a reference to any gender also denotes the other genders;

(e) a reference to a person includes, as appropriate, a company, trust, partnership, joint venture,

association, body corporate or government agency;

(f) where a word or phrase is given a defined meaning another part of speech or grammatical form in respect

to that word or phrase has a corresponding meaning;

(g) all references to time are to be calculated by reference to time in the place where the Company's registered

office is located;

(h) the word signed includes a signature or representation of a signature affixed by mechanical, Electronic

or other means (including, for the avoidance of doubt, an Electronic Signature);

(i) the words written and in writing include all modes of representing or reproducing words

in a visible form; and

(j) the words including, include and in particular or any similar expression are to be

construed without limitation.

Exclusion of Standard Table

1.3 The regulations contained in the Standard Table adopted pursuant to the Companies (Standard Table) (Jersey)

Order 1992 and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the

Company.

2 Shares

Power to issue Shares and options, with or without special

rights

2.1 The directors have general and unconditional authority to allot (with or without confirming rights of

renunciation), grant options over or otherwise deal with any unissued Shares of the Company to such persons at such times and on such

terms and conditions as they may decide.

2.2 Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the

Company:

(a) at an issue price determined by the directors;

(b) with the sanction of an Ordinary Resolution, with preferred, deferred or other special rights or restrictions

whether in regard to dividend, voting, return of capital or otherwise;

return of capital or otherwise.

Power to issue fractions of a Share

2.3 Subject to the Law, the Company may issue fractions of a Share of any class. A fraction of a Share shall

be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences,

privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

Consolidation of fractions of a Share

2.4 If the holder of a fraction of a Share acquires a further fraction of a Share of the same class, the fractions

shall be treated as consolidated.

Trusts not recognised

2.5 Except as required by law:

(a) no person shall be recognised by the Company as holding any Share on any trust; and

(b) no person other than the Member shall be recognised by the Company as having any right in a Share.

Power to vary class rights

2.6 If the share capital is divided into different classes of Shares then, unless the terms on which a class

of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

(a) the Members holding two thirds of the issued Shares of that class consent in writing to the variation;

(b) the variation is made with the sanction of a Special Resolution passed at a separate general meeting of

the Members holding the issued Shares of that class.

2.7 For the purpose of Article 2.6(b), all the provisions of these Articles relating to general meetings apply,

mutatis mutandis, to every such separate meeting except that:

(a) the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one

third of the issued Shares of the class; and

(b) any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate

Member, by its duly authorised representative, may demand a poll.

Effect of new Share issue on existing class rights

2.8 Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member

holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing

Shares of that class.

Capital contributions without issue of further Shares

2.9 With the consent of a Member, the directors may accept a voluntary contribution from that Member without

issuing Shares in return. If the directors agree to accept a voluntary contribution from a Member, the directors shall resolve whether

that contribution shall be treated as an addition to the capital account of the Company or to a general reserve of the Company (it being

understood that the contribution is not provided by way of loan).

No bearer Shares or warrants

2.10 The Company shall not issue bearer Shares or warrants.

Limit on the number of joint holders

2.11 In respect of a Share, the Company shall not be required to enter the names of more than four joint holders

in the register of members of the Company.

2.12 If two or more persons are registered as joint holders of a Share, then any one of those joint holders

may give effectual receipts for moneys payable in respect of that Share.

Treasury Shares

2.13 From time to time, the Company may hold its own Shares as treasury shares and the directors may sell,

transfer or cancel any treasury shares in accordance with the Law. For the avoidance of doubt, the Company shall not be entitled to vote or

receive any distributions in respect of any treasury shares held by it.

3 Share certificates

Issue of share certificates

3.1 Upon being entered in the register of members as the holder of a Share, a Member shall be entitled:

(a) without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring

a part of the Member's holding of Shares of any class, to a certificate for the balance of that holding); and

(b) upon payment of such reasonable sum as the directors may determine for every certificate after the first,

to several certificates each for one or more of that Member's Shares.

3.2 Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to

which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other

manner as the directors determine.

3.3 The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons

and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

Renewal of lost or damaged share certificates

3.4 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any)

as to:

(a) evidence;

(b) indemnity;

(d) payment of a reasonable fee, if any, for issuing a replacement share certificate,

as the directors may determine, and (in the case of defacement

or wearing-out) on delivery to the Company of the old certificate.

4 Lien on Shares

Nature and scope of lien

4.1 The Company has a first and paramount lien on all Shares (which are not Fully Paid) registered in the

name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member's

estate:

(a) either alone or jointly with any other person, whether or not that other person is a Member; and

(b) whether or not those moneys are presently payable.

4.2 At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this

Article.

Company may sell Shares to satisfy lien

4.3 The Company may sell any Shares over which it has a lien if all of the following conditions are met:

(a) the sum in respect of which the lien exists is presently payable;

(b) the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence

of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold;

and

4.4 The Shares may be sold in such manner as the directors determine.

4.5 To the maximum extent permitted by law, the directors shall incur no personal liability to the Member

concerned in respect of the sale.

Authority to execute instrument of transfer

4.6 To give effect to a sale, the directors may authorise any person to execute an instrument of transfer

of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be

affected by any irregularity or invalidity in the proceedings in respect of the sale.

Consequences of sale of Shares to satisfy lien

4.7 On sale pursuant to the preceding

Articles:

(a) the name of the Member concerned shall be removed from the register of members as the holder of those

Shares; and

(b) that person shall deliver to the Company for cancellation the certificate for those Shares.

Despite this, that person shall remain

liable to the Company for all monies which, at the date of sale, were presently payable by them to the Company in respect of those Shares.

That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was

payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without

any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

Application of proceeds of sale

4.8 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the

sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:

(a) if no certificate for the Shares was issued, at the date of the sale; or

(b) if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation,

but, in either case, subject to the Company retaining a

like lien for all sums not presently payable as existed on the Shares before the sale.

No lien on Secured Shares

4.9 Notwithstanding any other provision of these Articles, if the Secured Shares are to be transferred pursuant

to the exercise of the power of sale or enforcement under the Security Interests Law or the provisions of the relevant security agreement:

(a) the Company shall not have any lien on any Secured Shares for any moneys (whether presently payable or

not) payable at a fixed time or called in respect of any Secured Shares;

(b) the directors of the Company must not refuse to declare, and if called upon to do so by any holder or

the secured party under any such security agreement, must actively declare any Secured Shares to be exempt from any lien provisions provided

in Article 4.1; and

5 Calls on Shares and forfeiture

Power to make calls and effect of calls

5.1 Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys

unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14

Clear Days' notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on their Shares

as required by the notice.

5.2 Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part

and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call

in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments

in whole or in part.

5.3 A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer

of the Shares in respect of which the call was made. They shall not be liable for calls made after they are no longer registered as Member

in respect of those Shares.

Time when call made

5.4 A call shall be deemed to have been made at the time when the resolution of the directors authorising

the call was passed.

Liability of joint holders

5.5 Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls

in respect of the Share.

Interest on unpaid calls

5.6 If a call remains unpaid after it has become due and payable the person from whom it is due and payable

shall pay interest on the amount unpaid from the day it became due and payable until it is paid:

(a) at the rate fixed by the terms of allotment of the Share or in the notice of the call; or

(b) if no rate is fixed, at the Default Rate.

The directors may waive payment of the interest wholly

or in part.

Deemed calls

5.7 Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall

be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had

become due and payable by virtue of a call.

Power to accept early payment

5.8 The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held

by them although no part of that amount has been called up.

Power to make different arrangements at time of issue

of Shares

5.9 Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish

between Members in the amounts and times of payment of calls on their Shares.

Notice of default

5.10 If a call remains unpaid after it has become due and payable the directors may give to the person from

whom it is due not less than 14 Clear Days' notice requiring payment of:

(a) the amount unpaid;

(b) any interest which may have accrued; and

5.11 The notice shall state the following:

(a) the place where payment is to be made; and

(b) a warning that if the notice is not complied with the Shares in respect of which the call is made will

be liable to be forfeited.

Forfeiture or surrender of Shares

5.12 If the notice under the preceding Article is not complied with, the directors may, before the payment

required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include

all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the

directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that

Share in lieu of forfeiture.

Disposal of forfeited or surrendered Share and power

to cancel forfeiture or surrender

5.13 A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in

such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender

may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the

purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person

to execute an instrument of transfer of the Share to the transferee.

Effect of forfeiture or surrender on former Member

5.14 On forfeiture or surrender:

(a) the name of the Member concerned shall be removed from the register of members as the holder of those

Shares and that person shall cease to be a Member in respect of those Shares; and

(b) that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited

or surrendered Shares.

5.15 Despite the forfeiture or surrender of their Shares, that person shall remain liable to the Company for

all moneys which at the date of forfeiture or surrender were presently payable by them to the Company in respect of those Shares together

with:

(a) all expenses; and

(b) interest from the date of forfeiture or surrender until payment:

(i) at the rate of which interest was payable on those moneys before forfeiture; or

(ii) if no interest was so payable, at the Default Rate.

The directors, however, may waive payment wholly or in

part.

Evidence of forfeiture or surrender

5.16 A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive

evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

(a) that the person making the declaration is a director or Secretary of the Company; and

(b) that the particular Shares have been forfeited or surrendered on a particular date.

Subject to the execution of an instrument of transfer,

if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

5.17 Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the

application of the consideration, if any, of those Shares nor shall their title to the Shares be affected by any irregularity in, or invalidity

of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.

No forfeiture of Secured Shares

5.18 Notwithstanding any other provisions of these Articles, no Secured Shares may be forfeited under the provisions

of Articles 5.1 to 5.17 inclusive.

6 Transfer of shares

Form of transfer

6.1 Subject to the following Articles about the transfer of Shares, a Member may transfer Shares to another

person by completing an instrument of transfer, in a common form or in a form approved by the directors, executed:

(a) where the Shares are Fully Paid, by or on behalf of that Member; and

(b) where the Shares are partly paid, by or on behalf of that Member and the transferee.

Power to refuse registration

6.2 The directors may refuse to register the transfer of a Share to any person. They may do so in their absolute

discretion, without giving any reason for their refusal, and irrespective of whether the Share is Fully Paid or the Company has no lien

over it.

Notice of refusal to register

6.3 If the directors refuse to register a transfer of a Share, they must send notice of their refusal to the

existing Member within two months after the date on which the transfer was lodged with the Company.

Power to suspend registration

6.4 The directors may suspend registration of the transfer of Shares at such times and for such periods (not

exceeding 30 days in any calendar year) as they determine.

Fee, if any, payable for registration

6.5 If the directors so decide, the Company may charge a reasonable fee for the registration of any instrument

of transfer or other document relating to the title to a Share.

Company may retain instrument of transfer

6.6 The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument

of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

Security

6.7 Notwithstanding any other provision of these Articles, if the Secured Shares are subject to a security

interest created pursuant to the Security Interests Law and are to be transferred pursuant to the exercise of the power of sale or enforcement

under the Security Interests Law or the provisions of the relevant security agreement:

(a) Article 6.2 shall not apply;

(b) the directors shall not refuse to register such a transfer of the Secured Shares if the following conditions

have been satisfied:

(i) a validly executed instrument of transfer relating to the Secured Shares has been lodged at the registered

office of the Company; and

(ii) the instrument of transfer is accompanied by the share certificates in respect of the Secured Shares or,

where the share certificate(s) are not available, confirmation in writing that the share certificate has been lost or destroyed and that

if it is found it will be returned to the directors; and

or otherwise; and

(d) no fee shall be charged or payable in respect of the registration of any instrument of transfer or other

document relating to or affecting the title to any such Secured Shares pursuant to Article 6.5 or otherwise.

7 Transmission of Shares

Persons entitled on death of a Member

7.1 If a Member dies, the only persons recognised by the Company as having any title to the deceased Members'

interest are the following:

(a) where the deceased Member was a joint holder, the survivor or survivors; and

(b) where the deceased Member was a sole holder, that Member's personal representative or representatives.

7.2 Nothing in these Articles shall release the deceased Member's estate from any liability in respect of

any Share, whether the deceased was a sole holder or a joint holder.

Registration of transfer of a Share following death or

bankruptcy

7.3 A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect

to do either of the following:

(a) to become the holder of the Share; or

(b) to transfer the Share to another person.

7.4 That person must produce such evidence of their entitlement as the directors may properly require.

7.5 If the person elects to become the holder of the Share, they must give notice to the Company to that effect.

For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.

7.6 If the person elects to transfer the Share to another person then:

(a) if the Share is Fully Paid, the transferor must execute an instrument of transfer; and

(b) if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.

7.7 All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the

instrument of transfer.

Indemnity

7.8 The directors may require a person registered as a Member by reason of the death or bankruptcy of another

Member to indemnify the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that

registration.

Rights of person entitled to a Share following death

or bankruptcy

7.9 A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the

rights to which they would be entitled if they were registered as the holder of the Share. But, until they are registered as Member in

respect of the Share, they shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders

of that class of Shares in the Company.

8 Alteration of capital

Increasing, consolidating, converting, dividing and cancelling

share capital

8.1 To the fullest extent permitted by the Law, the Company may by Special Resolution do any of the following

(and amend its Memorandum and its Articles for that purpose):

(a) increase its share capital in the manner prescribed by the resolution;

(b) consolidate and divide all or any of its share capital;

denomination;

(d) sub-divide its Shares or any of them, including, in respect of any sub-division, so that the proportion

between the amount paid and the amount, if any, unpaid on each sub-divided Share shall be the same as it was in case of the Share from

which the sub-divided Share is derived; and the resolution may determine that, as between the Shares resulting from the sub-division,

one or more of the Shares may, as compared with the others, have such preferred, deferred or other special rights, or be subject to such

restrictions as the Company has power to attach to unissued or new Shares;

(e) cancel Shares which, at the date of the passing of the resolution to cancel them, have not been taken

or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the

case of Shares without nominal par value, diminish the number of Shares into which its capital is divided; and

(f) convert all or any of the Shares denominated in a particular currency into Shares denominated in a different

currency, the conversion being effected at the rate of exchange (calculated to not less than three significant figures) current at the

date of the resolution being a time within 40 days before the conversion takes effect.

Reducing share capital

8.2 Subject to the Law and to any rights for the time being conferred on the Members holding a particular

class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

Sale of fractions of Shares

8.3 Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of

a Share, the directors may, in their absolute discretion, on behalf of those Members, sell the Shares representing the fractions for the

best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds

of sale in due proportion among those Members, and the directors may authorise some person to execute an instrument of transfer of the

Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the

purchase money nor shall their title to the Shares be affected by any irregularity in or invalidity of the proceedings in reference to

the sale.

9 Redemption and purchase of

Power to issue redeemable Shares and to purchase Shares

9.1 Subject to the Law, and to any rights for the time being conferred on the Members holding a particular

class of Shares, the Company may by its directors:

(a) issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member

holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;

(b) convert existing non-redeemable limited shares, whether issued or not, into Shares that are to be redeemed

or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its

directors determine before the conversion of those Shares; and

The Company may hold Shares acquired

by way of purchase or redemption in treasury in a manner authorised by the Law.

The Company may make a payment in

respect of the redemption or purchase of Shares in any manner authorised by the Law, including out of capital and otherwise than out of

its profits or the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in

specie

9.2 When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment

in cash or in specie (or partly in one way and partly in the other way).

Effect of redemption or purchase of a Share

9.3 Upon the date of redemption or purchase of a Share:

(a) the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than

the right to receive:

(i) the price for the Share; and

(ii) any dividend declared in respect of the Share prior to the date of redemption or purchase;

(b) the Member's name shall be removed from the register of members with respect to the Share; and

For the purpose of this Article, the date of redemption

or purchase is the date when the redemption or purchase falls due.

10 Meetings of Members

Power to call meetings

10.1 The directors may call a general meeting at any time.

10.2 If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree

on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.

10.3 The directors must also call a general meeting if requisitioned in the manner set out in the next two

Articles.

10.4 The requisition must be in writing and given by one or more Members who together hold at least 10% of

the rights to vote at such general meeting.

10.5 The requisition must also:

(a) specify the objects of the meeting;

(b) be signed by or on behalf of the requisitioners. The requisition may consist of several documents in like

form signed by one or more of the requisitioners; and

10.6 Should the directors fail to call a general meeting within 21 days from the date of deposit of a requisition

to be held within 2 months of that date, the requisitioners or any of them representing more than one half of the total voting rights

of all of them, may call a general meeting to be held within three months from that date.

10.7 Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the

remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least

10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the

notice of meeting which shall include as an item of business the appointment of additional directors.

10.8 If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable

expenses.

Annual general meetings

10.9 There is no requirement to hold an annual general meeting.

Content of notice

10.10 Notice of a general meeting shall specify each of the following:

(a) the place, the date and the time of the meeting;

(b) if the meeting is to be held in two or more places, the technology that will be used to facilitate the

meeting;

(d) if a resolution is proposed as a Special Resolution, the text of that resolution; and

(e) in the case of an annual general meeting, that the meeting is an annual general meeting.

10.11 In each notice, there shall appear with reasonable prominence the following statements:

(a) that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend

and vote instead of that Member; and

(b) that a proxy need not be a Member.

Period of notice

10.12 A general meeting, including an annual general meeting, shall be called by at least 14 Clear Days' notice

in writing. A meeting, however, may be called on shorter notice if it is so agreed:

(a) in the case of an annual general meeting, by all the Members entitled to attend and vote at that meeting;

and

(b) in the case of any other meeting, by a majority in number of the Members having a right to attend and

vote at that meeting, being a majority together holding not less than:

(i) 95% where a Special Resolution is to be considered; or

(ii) 90% for all other meetings,

of the total voting rights of the Members who have that

right.

Persons entitled to receive notice

10.13 Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice

shall be given to the following people:

(a) the Members;

(b) persons entitled to a Share in consequence of the death or bankruptcy of a Member;

(d) the Company's auditor (if any); and

(e) persons entitled to vote in respect of a Share in consequence of the incapacity of a Member.

Publication of notice on a website

10.14 Subject to the Law, a notice of a general meeting may be published on a website providing the recipient

is given separate notice of:

(a) the publication of the notice on the website;

(b) the address of the website;

(d) how it may be accessed; and

(e) the place, date and time of the general meeting.

10.15 If a Member notifies the Company that they are unable for any reason to access the website, the Company

must as soon as practicable give notice of the meeting to that Member in writing or by any other means permitted by these Articles but

this will not affect when that Member is deemed to have been given notice of the meeting.

Time a website notice is deemed to be given

10.16 A website notice is deemed to be given when the Member is given notice of its publication.

Required duration of publication

on a website

10.17 Where the notice of meeting is published on a website, it shall continue to be published in the same place

on that website from the date of the notification until the conclusion of the meeting to which the notice relates.

Accidental omission to give notice or non-receipt of

notice

10.18 Proceedings at a meeting shall not be invalidated by the following:

(a) an accidental failure to give notice of the meeting to any person entitled to notice; or

(b) non-receipt of notice of the meeting by any person entitled to notice.

10.19 In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not

be invalidated merely because it is accidentally published:

(a) in a different place on the website; or

(b) for part only of the period from the date of the notification until the conclusion of the meeting to which

the notice relates.

11 Proceedings at meetings of

Members

Quorum

11.1 Save as provided in this Article 11, no business shall be transacted at any general meeting unless a quorum

is present in person or by proxy. A quorum is as follows:

(a) if the Company has only one Member entitled to vote: that Member; or

(b) if the Company has more than one Member entitled to vote: two Members.

Lack of quorum

11.2 If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time

during the meeting it becomes inquorate, then the following provisions apply:

(a) if the meeting was requisitioned by Members entitled to vote, it shall be cancelled; or

(b) in any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to

such other time or place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the

adjourned meeting, then the Members present in person or by proxy and entitled to vote shall constitute a quorum.

Use of technology

11.3 A person may participate in a general meeting through the medium of a conference telephone, video or any

other form of communications equipment (Electronic Facility) provided all persons participating in the meeting are able to speak

to each other throughout the meeting. A person participating in this way is deemed to be present at the meeting. The Company is under

no obligation to offer or provide an Electronic Facility for the purposes of attending a general meeting.

Chairperson

11.4 The chairperson of a general meeting shall be the chairperson of the board or such other director as the

directors have nominated to chair board meetings in the absence of the chairperson of the board. Absent any such person being present

within 15 minutes of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting.

11.5 If no director is present within 15 minutes of the time appointed for the meeting, or if no director is

willing to act as chairperson, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair

the meeting.

Right of a director or auditor's representative to attend

and speak

11.6 Even if a director or a representative of the auditor (if any) is not a Member, they shall be entitled

to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares.

Adjournment

11.7 The chairperson may at any time adjourn a meeting with the consent of the Members constituting a quorum.

The chairperson may adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting

other than business which might properly have been transacted at the original meeting.

11.8 Should a meeting be adjourned for more than 14 Clear Days, whether because of a lack of quorum or otherwise,

Members shall be given at least seven Clear Days' notice of the date, time and place of the adjourned meeting and the general nature of

the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

Method of voting

11.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the

declaration of the result of the show of hands, a poll is duly demanded. A poll may be demanded:

(a) by the chairperson; or

(b) by at least two Members having the right to vote on the resolution; or

of all those who have a right to vote on the resolution; or

(d) by a Member or Members holding Shares conferring a right to vote on the resolution being Shares on which

an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right,

and a demand by a person as proxy for a Member shall be

the same as a demand by the Member.

Outcome of vote by show of hands

11.10 Unless a poll is duly demanded, a declaration by the chairperson as to the result of a resolution and

an entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands without proof of

the number or proportion of the votes recorded in favour of or against the resolution.

Withdrawal of demand for a poll

11.11 The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairperson.

The chairperson shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show

of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution

shall be put to the vote of the meeting.

Taking of a poll

11.12 A poll demanded on the question of adjournment shall be taken immediately.

11.13 A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at

such time and place as the chairperson directs, not being more than 30 Clear Days after the poll was demanded.

11.14 The demand for a poll shall not prevent the meeting continuing to transact any business other than the

question on which the poll was demanded.

11.15 A poll shall be taken in such manner as the chairperson directs. They may appoint scrutineers (who need

not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held

in more than one place, the chairperson may appoint scrutineers in more than one place; but if they consider that the poll cannot be effectively

monitored at that meeting, the chairperson shall adjourn the holding of the poll to a date, place and time when that can occur.

Chairperson's casting vote

11.16 If the votes on a resolution, whether on a show of hands or on a poll, are equal the chairperson shall

not have a casting vote.

Amendments to resolutions

11.17 An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

(a) not less than 48 hours before the meeting is to take place (or such later time as the chairperson of the

meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting;

and

(b) the proposed amendment does not, in the reasonable opinion of the chairperson of the meeting, materially

alter the scope of the resolution.

11.18 A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

(a) the chairperson of the meeting proposes the amendment at the general meeting at which the resolution is

to be proposed; and

(b) the amendment does not go beyond what the chairperson considers is necessary to correct a grammatical

or other non-substantive error in the resolution.

11.19 If the chairperson of the meeting, acting in good faith, wrongly decides that an amendment to a resolution

is out of order, the chairperson's error does not invalidate the vote on that resolution.

Written resolutions

11.20 Members may pass a resolution in writing without holding a meeting if the following conditions are met:

(a) all Members entitled to vote:

(i) sign a document; or

(ii) sign several documents in the like form each signed by one or more of those Members; and

(b) the signed document or documents is or are delivered to the Company in hard copy or in Electronic form

or in such other manner as the directors may determine.

Such written resolution shall be as effective as if it

had been passed at a meeting of all Members entitled to vote duly convened and held.

11.21 Each Member shall have one vote for each Share they hold which confers the right to receive and vote on

a written resolution and unless the resolution in writing signed by the Member is silent, in which case all Shares held are deemed to

have been voted, the number of Shares specified in the resolution in writing shall be deemed to have been voted.

11.22 If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect

accordingly.

Sole-member company

11.23 If the Company has only one Member entitled to vote, and that Member records in writing their decision

on a question, that record shall constitute both the passing of a resolution and the minute of it.

12 Voting rights of members

Right to vote

12.1 Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not

been paid, all Members are entitled to vote at a general meeting, whether on a show of hands or a poll, and all Members holding Shares

of a particular class are entitled to vote at a meeting of the holders of that class of Shares.

12.2 Members may vote in person or by proxy.

12.3 On a show of hands, every Member who is entitled to vote shall have one vote. For the avoidance of doubt,

an individual who represents two or more such Members, including a Member in that individual's own right, shall be entitled to a separate

vote for each Member.

12.4 On a poll a Member who is entitled shall have one vote for each Share they hold, unless any Share carries

special voting rights.

12.5 A fraction of a Share carrying the right to vote shall entitle its holder to an equivalent fraction of

one vote.

12.6 No Member is bound to vote all their Shares or any of them; nor are they bound to vote each of their Shares

in the same way.

Rights of joint holders

12.7 If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders

tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of members shall be accepted

to the exclusion of the votes of the other joint holders.

Representation of corporate Members

12.8 Save where otherwise provided, a corporate Member must act by one or more duly authorised representatives.

12.9 A corporate Member wishing to act by a duly authorised representative must identify that person to the

Company by notice in writing.

12.10 The authorisation may be for any period of time, and must be delivered to the Company not less than two

hours before the commencement of the meeting at which it is first used.

12.11 The directors of the Company may require the production of any evidence which they consider necessary

to determine the validity of the notice.

12.12 Where a duly authorised representative is present at a meeting that Member is deemed to be present in

person; and the acts of the duly authorised representative are personal acts of that Member.

12.13 A corporate Member may revoke the appointment of a duly authorised representative at any time by notice

to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before

the directors of the Company had actual notice of the revocation.

Member with mental disorder

12.14 A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Island

or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by that Member's receiver, curator

bonis or other person authorised in that behalf appointed by that court.

12.15 For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority

of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the

adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy. In default, the right to vote shall not

be exercisable.

Objections to admissibility of votes

12.16 An objection to the validity of a person's vote may only be raised at the meeting or at the adjourned

meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairperson whose decision shall

be final and conclusive.

Form of proxy

12.17 An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.

A Member may appoint more than one proxy to attend on the same occasion.

12.18 The instrument must be in writing and signed in one of the following ways:

(a) by the Member; or

(b) by the Member's authorised attorney; or

secretary or attorney.

12.19 The directors may require the production of any evidence which they consider necessary to determine the

validity of any appointment of a proxy.

12.20 A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance

with Article 12.18; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the

Company had actual notice of the revocation.

How and when proxy is to be delivered

12.21 Subject to the following Articles, the form of appointment of a proxy and any authority under which it

is signed, or a copy of the authority certified notarially or in any other way approved by the directors, must be delivered so that it

is received by the Company at any time before the time for holding the meeting or adjourned meeting at which the person named in the form

of appointment of proxy proposes to vote. They must be delivered either:

(a) by being left at or sent by post to:

(i) the registered office of the Company; or

(ii) such other place within the Island specified in the notice convening the meeting or in any form of appointment

of proxy sent out by the Company in relation to the meeting; or

(b) by being sent by email to any email address specified:

(i) in the notice convening the meeting; or

(ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

(iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting.

12.22 Where a poll is taken:

(a) if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy

and any accompanying authority must be delivered as required under Article 12.21 not less than 24 hours before the time appointed for

the taking of the poll;

(b) if it is taken within seven Clear Days after it was demanded, the form of appointment of a proxy

and any accompanying authority must be delivered as required under Article 12.21 not less than two hours before the time appointed for

the taking of the poll.

12.23 If the form of appointment of proxy is not delivered on time, it is invalid.

Voting by proxy

12.24 A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had

except to the extent that the instrument appointing them limits those rights. Notwithstanding the appointment of a proxy, a Member may

attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution

a vote by their proxy on the same resolution, unless in respect of different Shares, shall be invalid.

13 Number of directors

Unless otherwise determined by Ordinary

Resolution, the minimum number of directors shall be one but there shall be no maximum number.

14 Appointment, disqualification and removal of directors

First directors

14.1 The first directors or director shall be appointed in writing by the subscriber or subscribers to the

Memorandum.

No age limit

14.2 There is no age limit for directors save that they must be aged at least 18 years.

Corporate directors

14.3 Unless prohibited by law, a body corporate may be a director. If a body corporate is a director, the Articles

about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about directors' meetings.

No shareholding qualification

14.4 Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be

required to own Shares as a condition of their appointment.

Appointment of directors

14.5 A director may be appointed by Ordinary Resolution or by the directors. Any appointment may be to fill

a vacancy or as an additional director.

14.6 A remaining director may appoint a director even though there is not a quorum of directors.

14.7 No appointment can cause the number of directors to exceed the maximum; and any such appointment shall

be invalid.

Removal of directors

14.8 A director may be removed by Ordinary Resolution.

Resignation of directors

14.9 A director may at any time resign the office by giving notice in writing to the Company.

14.10 The resignation shall take effect on the date on which the notice is delivered to the Company or such

later date as may be specified in the notice.

Termination of the office of director

14.11 A director's office shall be terminated forthwith if:

(a) they resign their office by notice to the Company in accordance with Article 14.9; or

(b) they are prohibited by the law of the Island from acting as a director; or

(d) in the opinion of a registered medical practitioner by whom they are being treated they become physically

or mentally incapable of acting as a director; or

(e) they are made subject to any law relating to mental health or incompetence, whether by court order or

otherwise; or

(f) without the consent of the other directors, they are absent from meetings of directors for a continuous

period of six months.

14.12 If the office of director is terminated or vacated for any reason, they shall thereupon cease to be a

member of any committee of the board of directors of the Company.

15 Alternate directors

Appointment and removal

15.1 Any director (other than an alternate director) may appoint any other person, including another director,

to act in their place as an alternate director by giving notice in writing to the Company.

15.2 A director may revoke their appointment of an alternate at any time by notice in writing to the Company.

15.3 The appointment or revocation shall take effect on the date on which the notice is delivered to the Company

or such later date as may be specified in the notice.

Notices

15.4 All notices of meetings of directors shall continue to be given to the appointing director and not to

the alternate.

Rights of alternate director

15.5 An alternate director, where so appointed and acting, shall (subject to these Articles) be entitled to:

(a) attend and vote at any board meeting or meeting of a committee of the directors at which the appointing

director is not personally present;

(b) sign any written resolution of the directors or a committee of the directors circulated for written consent;

and

An alternate director, however, is not entitled to receive

any remuneration from the Company for services rendered as an alternate director.

15.6 A director who is also an alternate director shall be entitled to a separate vote for each director for

whom they act as alternate in addition to their own vote.

15.7 Save as otherwise provided in these Articles, an alternate director shall be deemed for all purposes to

be a director and shall alone be responsible for their own acts and defaults and they shall not be deemed to be the agent of the director

appointing them.

Appointment ceases when the appointor ceases to be a

director

15.8 An alternate director shall automatically cease to be an alternate director if the director who appointed

them ceases to be a director, or on the occurrence in relation to the alternate of any event which, if it occurred in relation to the

alternate's appointer, would result in the termination of the appointer's appointment as a director.

16 Powers of directors

Powers of directors

16.1 Subject to the provisions of the Law, the Memorandum, these Articles and any directions given by Special

Resolution, the business of the Company shall be managed by the directors who may for that purpose exercise all the powers of the Company.

16.2 No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these

Articles or any direction given by Special Resolution. However, to the extent allowed by the Law, Members may in accordance with the Law

validate any prior or future act of the directors which would otherwise be in breach of their duties.

Appointments to office

16.3 The directors may appoint a director:

(a) as chairperson of the board of directors;

(b) as managing director;

for such period and on such terms, including as to remuneration,

as they think fit.

16.4 The appointee must consent in writing to holding that office.

16.5 Any appointment of a director to an executive office shall terminate if they cease to be a director but

without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director.

16.6 Where a chairperson is appointed they shall, unless unable to do so, preside at every meeting of directors.

16.7 If there is no chairperson, or if the chairperson is unable to preside at a meeting, that meeting may

select its own chairperson; or the directors may nominate one of their number to act in place of the chairperson should they ever not

be available.

16.8 Subject to the provisions of the Law and Article 16.9, the directors may also appoint any person, who

need not be a director:

(a) as Secretary; and

(b) to any office that may be required,

for such period and on such terms, including as to remuneration,

as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

16.9 The Secretary or Officer must consent in writing to holding that office.

16.10 A director, Secretary or other Officer of the Company may not hold office, or perform the services, of

auditor.

Remuneration

16.11 Every director may be remunerated by the Company for the services they provide for the benefit of the

Company, whether as director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company's business

including attendance at directors' meetings.

16.12 A director's remuneration shall be fixed by the Company by Ordinary Resolution. Unless that resolution

provides otherwise, the remuneration shall be deemed to accrue from day to day.

16.13 Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or

sickness benefits, whether to the director or to any other person connected to or related to them.

16.14 Unless their fellow directors determine otherwise, a director is not accountable to the Company for remuneration

or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

17 Delegation of powers

Power to delegate any of the directors' powers to a committee

17.1 The directors may delegate any of their powers to any committee consisting of one or more persons. The

committee may include non-directors so long as the majority of persons on the committee are directors.

17.2 The delegation may be collateral with, or to the exclusion of, the directors' own powers.

17.3 The delegation may be on such terms as the directors think fit, including provision for the committee

itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.

17.4 Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the

taking of decisions by directors.

Power to appoint an agent of the Company

17.5 The directors may appoint any person, either generally or in respect of any specific matter, to be the

agent of the Company with or without authority for that person to delegate all or any of that person's powers. The directors may make

that appointment:

(a) by causing the Company to enter into a power of attorney or agreement; or

(b) in any other manner they determine.

Power to appoint an attorney or authorised signatory

of the Company

17.6 The directors may appoint any person, whether nominated directly or indirectly by the directors, to be

the attorney or the authorised signatory of the Company. The appointment may be:

(a) for any purpose;

(b) with the powers, authorities and discretions;

(d) subject to such conditions,

as they think fit. The powers, authorities

and discretions, however, must not exceed those vested in, or exercisable by, the directors under these Articles. The directors may make

such an appointment by power of attorney or any other manner they think fit.

17.7 Any power of attorney or other appointment may contain such provision for the protection and convenience

of persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also

authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

18 Meetings of directors

Regulation of directors' meetings

18.1 Subject to the provisions of these Articles, the directors may regulate their proceedings as they think

fit.

Calling meetings

18.2 Any director may call a meeting of directors at any time. The Secretary must call a meeting of the directors

if requested to do so by a director.

Notice of meetings

18.3 Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement

to be given notice. Notice may be oral.

Use of technology

18.4 A director may participate in a meeting of directors through the medium of conference telephone, video

or any other form of communications equipment if all persons participating in the meeting are able to hear and speak to each other throughout

the meeting.

18.5 A director participating in this way is deemed to be present in person at the meeting and shall, subject

to Article 19.5 and Article 19.6, be entitled to vote and be counted in the quorum accordingly.

Quorum

18.6 The quorum for the transaction of business at a meeting of directors (including any adjourned meeting)

shall be as follows:

(a) whenever the Company has two or more directors, the quorum for the transaction of the business of the

directors may be fixed by the directors and, unless so fixed at any greater number, shall be two directors (or their alternate directors)

present and entitled to vote; or

(b) whenever the Company has one director and the minimum number of directors is one, a sole director (or

alternate director) may exercise all the powers of the directors without holding a meeting but shall transact the business of the directors

by resolution in writing in accordance with Article 18.13.

18.7 Subject to these Articles, an alternate director present at a meeting of directors shall, in the absence

of the director for whom they act as director, be counted in the quorum at the meeting and any director who is present and

counts in the quorum at a board meeting shall also be counted in the quorum as one for each absent director for whom they act as alternate

director at the meeting.

18.8 If a quorum is not present within 15 minutes from the time specified for a meeting of directors, or if,

during a meeting, a quorum ceases to be present, then the meeting shall be adjourned to the same day in the next week at the same time

and place or such other day, time and place as the chairperson may determine and if, at such adjourned meeting, a quorum is not present

within 15 minutes from the time specified for the meeting of directors, those directors present shall be a quorum.

Voting

18.9 A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal

the chairperson shall not have a casting vote.

18.10 The continuing directors or a sole continuing director may act notwithstanding any vacancies in their

number but if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for

the purpose of filling vacancies or of calling a general meeting.

Validity

18.11 Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any

person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote.

Recording of dissent

18.12 A director present at a meeting of directors shall be presumed to have assented to any action taken at

that meeting unless:

(a) their dissent is entered in the minutes of the meeting; or

(b) they have filed with the meeting before it is concluded a signed dissent from that action; or

dissent.

A director who votes in favour of an action is not entitled

to record their dissent to it.

Written resolutions

18.13 The directors may pass a resolution in writing without holding a meeting if the following conditions are

met:

(a) all directors are given notice of the resolution; and

(b) the resolution is set out in a document or documents indicating that it is a written resolution; and

(i) sign a document; or

(ii) sign several documents in the like form each signed by one or more directors; or

(iii) provide confirmation of acceptance of the resolution by email; and

(d) either:

(i) for the purposes of articles 18.13(c)(i) and 18.13(c)(ii) the signed document or documents is or are delivered

to the Company; or

(ii) for the purposes of article 18.13(c)(iii), the email confirmation is sent to the Company to the address

specified for that purpose.

18.14 Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly

convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs or sends their

email confirmation (as the case may be).

19 Permissible directors' interests

and disclosure

Permissible interests subject to disclosure

19.1 Save as expressly permitted by these Articles or as set out below, a director may not have a direct or

indirect interest which to a material extent conflicts or may conflict with the interests of the Company or any subsidiary of the Company.

19.2 If, notwithstanding the prohibition in the preceding Article, a director discloses any direct or indirect

interest in accordance with the next Article, they may:

(a) be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary

of the Company or in which the Company or any such subsidiary is or may otherwise be interested;

(b) be interested in another body corporate promoted by the Company or any such subsidiary or in which the

Company or any such subsidiary is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed

by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate.

19.3 The disclosure required by the preceding Article must be achieved by the interested director disclosing

to their fellow directors, at the first meeting of the board at which the transaction or arrangement is considered after the director

concerned becomes aware of the circumstances giving rise to their disclosure obligation or, failing this, as soon as practical after that

meeting by notice in writing delivered to the Secretary, the nature and extent of their direct or indirect interest in a transaction or

arrangement or series of transactions or arrangements entered into or proposed to be entered into by the Company or any subsidiary of

the Company or in which the Company or any such subsidiary is or may otherwise be interested, which to a material extent conflicts or

may conflict with the interests of the Company or any such subsidiary and of which the director is aware.

19.4 If a director has disclosed their interest in accordance with the preceding Article, then they shall not,

by reason only of their office, be accountable to the Company for any benefit which they derive from any such transaction or arrangement

or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be

liable to be avoided on the ground of any such interest or benefit.

Notification of interests

19.5 For the purposes of the preceding Article, a director shall be taken to have sufficiently disclosed the

nature and extent of any interest in a transaction or arrangement if:

(a) the director gives a general notice to the other directors that a specific person or class of persons

has an interest, of the nature and extent specified in the notice, in a transaction or arrangement; and

(b) the director meets the description of the specified person or class of persons.

19.6 A director shall not be treated as having an interest in a transaction or arrangement if they have no

knowledge of that interest and it is unreasonable to expect the director to have that knowledge.

Voting where a director is interested in a matter

19.7 A director may vote at a meeting of directors on any resolution concerning a matter in which that director

has an interest or duty, whether directly or indirectly, so long as that director discloses their interest pursuant to these Articles.

Subject to such disclosure, the director shall be counted towards a quorum of those present at the meeting and, if the director votes

on the resolution, their vote shall be counted.

19.8 Where proposals are under consideration concerning the appointment of two or more directors to offices

or employment with the Company, any subsidiary of the Company or any body corporate in which the Company is otherwise interested, the

proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled

to vote and be counted in the quorum in respect of each resolution except that concerning their own appointment.

20 Minutes

The Company shall cause minutes to

be made in books kept for the purpose in accordance with the Law.

21 Accounts and audits

Accounting and other records

21.1 The directors must ensure that proper accounting and other records are kept, and that accounts and associated

reports are distributed in accordance with the requirements of the Law.

No automatic right of inspection

21.2 Members are only entitled to inspect the Company's records if they are expressly entitled to do so by

law, or by resolution made by the directors or passed by Ordinary Resolution.

Sending of accounts and reports

21.3 The Company's accounts and associated directors' report and auditor's report (if any) that are required

or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if:

(a) they are sent to that person in accordance with the notice provisions in Article 27; or

(b) they are published on a website providing that person is given separate notice of:

(i) the fact that the documents have been published on the website;

(ii) the address of the website;

(iii) the place on the website where the documents may be accessed; and

(iv) how they may be accessed.

21.4 If, for any reason, a person notifies the Company that they are unable to access the website, the Company

must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not

affect when that person is taken to have received the documents under Article 21.5.

Time of receipt if documents are published on a website

21.5 Documents sent by being published on a website in accordance with the preceding two Articles are only

treated as sent at least 14 Clear Days before the date of the meeting at which they are to be laid if:

(a) the documents are published on the website throughout a period beginning at least 14 Clear Days before

the date of the meeting and ending with the conclusion of the meeting; and

(b) the person is given at least 14 Clear Days' notice of the meeting.

Validity despite accidental error in publication on website

21.6 If, for the purpose of a meeting, documents are sent by being published on a website in accordance with

the preceding Articles, the proceedings at that meeting are not invalidated merely because by accident:

(a) those documents are published in a different place on the website to the place notified; or

(b) they are published for part only of the period from the date of notification until the conclusion of that

meeting.

When accounts are to be audited

21.7 Unless the directors or the Members, by Ordinary Resolution, so resolve or unless the Law so requires,

the Company's accounts will not be audited. If the Members so resolve, the Company's accounts shall be audited in the manner determined

by Ordinary Resolution. Alternatively, if the directors so resolve, they shall be audited in the manner they determine.

22 Record dates

Except to the extent of any conflicting

rights attached to Shares, the directors may fix any time and date as the record date for declaring or paying a dividend or making or

issuing an allotment of Shares. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid

or made.

23 Dividends

Declaration of dividends by Members

23.1 Subject to the provisions of the Law, the Company may by Ordinary Resolution declare dividends in accordance

with the respective rights of the Members but no dividend shall exceed the amount recommended by the directors. Any such declared dividend,

subject to it not exceeding the amount recommended by the directors, shall be a debt owed by the Company due on the date that such dividend

is declared to be payable or, if no date is specified, immediately.

Payment of interim dividends by directors

23.2 Subject to the provisions of the Law, the directors may pay interim dividends in accordance with the respective

rights of the Members. Any interim dividend shall not be a debt owed by the Company until such time as payment of the dividend is made.

23.3 In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the

following applies:

(a) if the Company has different classes of Shares, the directors may pay dividends on Shares which confer

deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends

but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend

is in arrears;

(b) subject to the provisions of the Law, the directors may also pay, at intervals settled by them, any dividend

payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify

the payment; and

preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred

rights.

Apportionment of dividends

23.4 Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid

according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately

to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued

on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

Right of set off

23.5 The directors may deduct from a dividend or any other amount payable to a person in respect of a Share

any amount due by that person to the Company on a call or otherwise in relation to a Share.

Power to pay other than in cash

23.6 If the directors so determine, any resolution determining a dividend may direct that it shall be satisfied

wholly or partly by the distribution of assets or the issue of Shares. If a difficulty arises in relation to the distribution, the directors

may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

(a) issue fractional Shares;

(b) fix the value of assets for distribution and make cash payments to some Members on the footing of the

value so fixed in order to adjust the rights of Members; and

How payments may be made

23.7 A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

(a) if the Member holding that Share or other person entitled to that Share nominates a bank account for that

purpose, by wire transfer to that bank account; or

(b) by cheque or warrant sent by post to the registered address of the Member holding that Share or other

person entitled to that Share.

23.8 For the purpose of Article 23.7(a), the nomination shall be in writing and the bank account nominated

may be the bank account of another person. For the purpose of Article 23.7(b), subject to any applicable law or regulation, the cheque

or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to any person nominated

by that Member in writing and payment of the cheque or warrant shall be a good discharge to the Company.

23.9 If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason

of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that

Share may be paid as follows:

(a) to the registered address of the Joint Holder of the Share who is named first on the register of members

or to the registered address of the deceased or bankrupt holder, as the case may be; or

(b) to the address or bank account of another person nominated by the Joint Holders in writing.

23.10 Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect

of that Share.

Dividends or other monies not to bear interest in absence

of special rights

23.11 Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company

in respect of a Share shall bear interest.

Dividends unable to be paid or unclaimed

23.12 If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or

both, the directors may pay it into a separate account in the Company's name. If a dividend is paid into a separate account, the Company

shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

23.13 A dividend that remains unclaimed for a period of ten years after it became due for payment shall be forfeited

to, and shall cease to remain owing by, the Company.

24 Capitalisation of profits

Capitalisation of profits or of any share premium account

or capital redemption reserve

24.1 Subject to the Law, the directors may resolve to capitalise any part of the Company's reserves not required

for paying any preferential dividend.

24.2 The amount resolved to be capitalised must be appropriated to the Members who would have been entitled

to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in

either or both of the following ways:

(a) by paying up the amounts unpaid on that Member's Shares;

(b) by issuing Fully Paid Shares or debentures of the Company to that Member or as that Member directs. The

directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend

only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.

Applying an amount for the benefit of members

24.3 Subject to the Law, if a fraction of a Share or a debenture is allocated to a Member, the directors may

issue a fractional certificate to that Member or pay them the cash equivalent of the fraction.

25 Seal

Company seal

25.1 The Company may have a seal if the directors so determine.

Official seal

25.2 Subject to the provisions of the Law, the Company may also have:

(a) an official seal or seals for use in any place or places outside the Island. Each such official seal shall

be a facsimile of the original seal of the Company but shall have added on its face the name of the country, territory or place where

it is to be used or the words “branch seal”; and

(b) an official seal for use only in connection with the sealing of securities issued by the Company and such

official seal shall be a copy of the common seal of the Company but shall in addition bear the word “securities”.

When and how seal is to be used

25.3 A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a

document to which a seal is affixed must be signed in one of the following ways:

(a) by a director (or alternate director) and the Secretary; or

(b) by a single director (or alternate director).

If no seal is adopted or used

25.4 If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following

manner:

(a) by a director (or alternate director) and the Secretary; or

(b) by a single director (or alternate director); or

(d) in any other manner permitted by the Law.

Validity of execution

25.5 If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded

as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document

or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

26 Indemnity

Indemnity

26.1 In so far as the Law allows, every present and former director, alternate director, Secretary or other

Officer of the Company shall be indemnified out of the assets of the Company against any costs, charges, losses, damages and liabilities

incurred by him in the actual or purported execution or discharge of his duties or exercise of his powers or otherwise in relation thereto,

including (without prejudice to the generality of the foregoing) any liability incurred in defending any proceedings (whether civil or

criminal) which relates to anything done or omitted or alleged to have been done or omitted by him in any such capacity, and in which

judgement is given in his favour or in which he is acquitted or in connection with any application under the Law in which relief is granted

to him by any court of competent jurisdiction.

Release

26.2 To the extent permitted by law, the Company may by Special Resolution release any existing or former director

(including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or

right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions

of their office; but there may be no release from liability arising out of or in connection with that person's own dishonesty.

Insurance

26.3 To the extent permitted by law, the Company may pay, or agree to pay, a premium in respect of a contract

insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's own

dishonesty:

(a) an existing or former director (including alternate director), Secretary or other Officer or auditor of:

(i) the Company;

(ii) a company which is or was a subsidiary of the Company;

(iii) a company in which the Company has or had an interest (whether direct or indirect); and

(b) a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred

to in Article 26.3(a) is or was interested.

27 Notices

Form of notices

27.1 Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these

Articles shall be in writing.

Persons authorised to give notices

27.2 A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company

or a Member by a director or the Secretary or a Member.

Delivery of written notices

27.3 Save where these Articles provide otherwise, a notice in writing may be:

(a) given personally to the recipient;

(b) left at or posted to the recipient's registered address or the Company's registered office; or

Joint holders

27.4 Where Members are joint holders of a Share, all notices shall be given to the Member whose name first

appears in the register of members.

Giving notice to a deceased or bankrupt Member

27.5 A notice may be given by the Company to the persons entitled to a Share in consequence of the death or

bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed

to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address,

if any, supplied for that purpose by the persons claiming to be so entitled.

27.6 Until such an address has been supplied, a notice may be given in any manner in which it might have been

given if the death or bankruptcy had not occurred.

Delivery of notices

27.7 A notice shall be deemed to have been received by the intended recipient in accordance with the following

table.

Method for giving notice

When deemed to be received

Personally

At the time and date of delivery

By leaving it at the Member's registered address

At the time and date it was left

By post to an address in Jersey

On the day after the day when it was posted

By post to an address elsewhere than in Jersey

On the third day after the day when it was posted

for an address within the United Kingdom, the Isle of Man, another Channel Island or Europe

On the fifth day after the day when it was posted

for any other international address

If sent by email

At the time of transmission, or, if this time falls outside usual business hours in the place of receipt, when usual business hours resume.

By publication on a website (notice of general meetings and sending of accounts and reports)

For notice of a general meeting of Members, at

the time and date that the recipient is deemed to have received notice of the publication (Articles 10.14 and 10.16)

For accounts and reports specified in Article 21.3,

in accordance with Article 21.5

Saving provisions

27.8 A Member present, either in person or by proxy, at any general meeting or at any meeting of the Members

holding any class of Shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it

was called.

27.9 Every person who becomes entitled to a Share shall be bound by any notice in respect of that Share which,

before their name is entered in the register of members, has been duly given to a person from which they derive their title.

27.10 None of the preceding notice provisions shall derogate from the Articles about the delivery of written

resolutions of directors and written resolutions of Members.

Saving provision

27.11 A notice, written resolution or other document under these Articles will not be deemed to be authentic

if the recipient, acting reasonably:

(a) believes that the signature of the signatory has been altered after the signatory had signed the original

document; or

(b) believes that the original document, or any Electronic Record of it, was altered, without the approval

of the signatory, after the signatory signed the original document; or

and the recipient promptly gives notice

to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity

of the original document or the Electronic Record in any way the sender thinks fit.

28 Winding up

Distribution of assets in specie

28.1 If the Company is wound up, the liquidator or the directors, as the case may be, may, subject to these

Articles and any other sanction required by the Law, do either or both of the following:

(a) divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose,

value any assets and determine how the division shall be carried out as between the Members or different classes of Members;

(b) vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute

to the winding up.

No obligation to accept liability

28.2 No Member shall be compelled to

accept any assets if an obligation attaches to them.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619303d2_ex99-1.htm · Sequence: 4

Exhibit 99.1

Janus Henderson Completes Take-Private Transaction

with Trian, General Catalyst, and QIA

· Delivering even better for clients as an innovative private company with

long-term focus on investment solutions, client service, technology, and talent

· Global investor group includes QIA, Lunate, and Sun Hung Kai & Co.

Limited, among others

LONDON, NEW YORK, and SAN FRANCISCO, June 30, 2026 — Janus

Henderson Group Ltd. (“Janus Henderson”, “JHG” or the “Company”), Trian Fund Management, L.P. and

its affiliated funds (“Trian”), General Catalyst Group Management, LLC and its affiliated funds (“General Catalyst”),

and Qatar Investment Authority (“QIA”) announced today they have completed their previously announced take-private transaction.

With the completion of the take-private transaction, pursuant to the

definitive agreement for the transaction dated December 21, 2025, as amended, Janus Henderson shares not already owned or controlled by

Trian have been converted into a right to receive $52.00 per share in cash. Janus Henderson’s ordinary shares have been delisted

from the New York Stock Exchange.

As an innovative private enterprise, working closely with Trian and

General Catalyst, Janus Henderson will be well positioned to enhance clients’ experiences and further its strategy by making long-term

investments in the Company’s investment solutions, client service capabilities, AI technology, and talent for the benefit of its

clients and other stakeholders.

As previously announced, Janus Henderson will continue to be led by

the current management team with Ali Dibadj as Chief Executive Officer and will maintain its main presence in both London, England, and

Denver, Colorado.

Ali Dibadj, Chief Executive Officer of Janus Henderson, said,

“Today’s closing marks the beginning of an exciting new chapter in Janus Henderson’s 92-year history. We are thrilled

to be partnering with Trian, General Catalyst, and our strategic investors to build on the firm’s remarkable legacy. We see transformative

opportunities to continue to raise the bar in how we deliver differentiated insights, disciplined investment strategies, and world-class

service to our clients. We are especially grateful for the tremendous support we received throughout the transaction process from our

clients, partners, shareholders, and colleagues, and we look forward to investing in a brighter future together with them.”

Nelson Peltz, Chief Executive Officer and Founding Partner of Trian,

commented, “Since our initial investment in 2020, we have seen Janus Henderson make impressive strides in delivering for its clients

under the leadership of Ali and his talented team. We now have a unique pathway to advance this progress through investments that will

further enhance the client experience with the benefit of Trian and General Catalyst’s expertise in growth acceleration and AI transformation.

We are excited to work closely with the Janus Henderson and General Catalyst teams, as well as our strategic investor group, to achieve

our shared vision for Janus Henderson’s iconic business.”

Hemant Taneja, Chief Executive Officer of General Catalyst,

added, “We are proud to collaborate with the exceptional team at Janus Henderson to build on the track record and trust it has established

with its clients, and help accelerate its ambition to become the most technologically sophisticated asset manager in the world. We look

forward to a successful partnership with Janus Henderson and Trian to further progress the Company’s growth strategy, create meaningful

benefits for the business and its valued clients, and unlock a new standard for what a modern asset manager can be.”

Mohammed Saif Al-Sowaidi, CEO of QIA, said, "Janus Henderson

has a distinguished heritage as a global leader in asset management. As a long-term financial investor, QIA is delighted to play a leading

role – together with management and our investment partners – in driving the firm’s next phase of growth.”

Seng Huang Lee, Group Executive Chairman,

Sun Hung Kai & Co., stated, “We are excited to support Janus Henderson at this pivotal inflection point alongside Trian,

General Catalyst, and a premier group of global partners. For SHK, this transaction anchors our newly formed strategic partnership with

Janus Henderson, enabling close collaboration on co-development, distribution, and capital solutions across public and private markets.

Backed by Trian’s growth acceleration expertise, General Catalyst’s AI transformation capabilities, and Ali’s exceptional

leadership, we are confident in Janus Henderson’s next phase of success at the forefront of global asset management.”

The transaction was funded in part by investment vehicles managed by Trian and General Catalyst (the “Investor Group”), supported

by financing commitments from global investors including MassMutual, and as mentioned above, QIA, Sun Hung Kai & Co. Limited, Lunate

Capital Limited, and others, along with the roll-over of shares of Janus Henderson held by Trian and related parties. Fully committed

debt financing was provided by JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Bank of America, N.A., Jefferies Finance LLC,

MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, UBS Securities LLC, and Morgan Stanley Senior Funding, Inc.

Advisors

Wachtell, Lipton, Rosen & Katz served

as legal advisor to the Special Committee, while Goldman Sachs & Co. LLC acted as financial advisor. Skadden, Arps, Slate, Meagher

& Flom LLP acted as legal advisor to Janus Henderson. Jefferies Financial Group Inc. and Citi acted as financial advisors to the Investor

Group. Debevoise & Plimpton LLP and Kirkland & Ellis LLP acted as legal advisors to the Investor Group.

Forward Looking Statements

Certain statements in this press release not based on historical facts

are “forward-looking statements” within the meaning of the federal securities laws. Such forward-looking statements involve

known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance or achievements

to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives,

events, conditions, financial performance, prospects or future events, including with respect to the timing and anticipated benefits of

pending and recently completed transactions and strategic partnerships, and expectations regarding opportunities that align with our strategy.

In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,”

“intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,”

“predict,” “potential,” “continue,” “likely,” “will,” “would,”

and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable

by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which

speak only as of the date they are made and are not guarantees of future performance. We do not undertake any obligation to publicly update

or revise these forward-looking statements.

Various risks, uncertainties, assumptions and factors that could cause

our future results to differ materially from those expressed by the forward-looking statements included in this press release include,

but are not limited to, the outcome of any legal proceedings that may be instituted against the parties and others related to the merger

agreement with respect to the Trian and General Catalyst transaction (the “Transaction”), that shareholder litigation in connection

with the Transaction may result in significant costs of defense, indemnification and liability, unanticipated difficulties or expenditures

relating to the Transaction, including the impact of the Transaction on Janus Henderson’s business, that the Transaction generally

may involve unexpected costs, liabilities or delays, that the business of Janus Henderson may suffer as a result of uncertainty surrounding

the Transaction, that Janus Henderson may be adversely affected by other economic, business, and/or competitive

factors, including the net asset value of assets in certain of Janus Henderson’s funds, and/or potential difficulties in employee

retention as a result of the Transaction, changes in interest rates and inflation, changes in trade policies (including the imposition

of new or increased tariffs), volatility or disruption in financial markets, our investment performance as compared to third-party benchmarks

or competitive products, redemptions, and other risks, uncertainties, assumptions, and factors discussed in our Annual Report on Form

10-K for the year ended December 31, 2025, and in other filings or furnishings made by Janus Henderson with the SEC from time to time.

About Janus Henderson

Janus Henderson Group is a leading global asset manager dedicated to

helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class

service. As of March 31, 2026, Janus Henderson had approximately half a trillion dollars in assets under management and offices in 26

cities worldwide. Headquartered in London, the firm helps millions of people globally invest in a brighter future together.

About Trian

Trian is a leading investment company with decades of experience bringing

an entrepreneurial spirit, deep operational expertise, and an ownership mentality across its public and private investments. Trian's team

is a collection of founders, operators, and investors who have served on boards and transformed some of the world's leading and most iconic

companies. Trian's approach is to invest in high-quality businesses with untapped potential and work closely with leadership teams to

drive sustainable long-term shareholder value.

About General Catalyst

General Catalyst is a global investment and transformation company

with venture at its core. We meet the most ambitious founders where they are from seed to growth stage and beyond to drive resilience

and applied AI. With offices in San Francisco, New York City, Boston, Berlin, Bangalore, London, and Washington, D.C., we support entrepreneurs

with a long-term view who challenge the status quo and give them access to insanely powerful advantages. General Catalyst has supported

the growth of 800+ businesses, including Airbnb, Anduril, Anthropic, Applied Intuition, Commure, Glean, Guild, Gusto, Helsing, Hubspot,

Kayak, Livongo, Mistral, Ramp, Samsara, Snap, Stripe, Sword, and Zepto.

For Janus Henderson

Investor enquiries:

Jim Kurtz

Head of Investor Relations

+1 303 336 4529

jim.kurtz@janushenderson.com

Media enquiries:

Candice Sun

Global Head of Corporate Communications

+1 303 336 5452

candice.sun@janushenderson.com

For Trian

Anne A. Tarbell

Head of Communications

+1 917 693 3352

atarbell@trianpartners.com

For General Catalyst

Molly Blaauw Gillis

Partner & Chief of Staff

+1 339 241 5494

mgillis@generalcatalyst.com

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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