Victory Capital Holdings Criticizes Janus Henderson Group Board For Backing Trian Partners Deal; Says Its Fully Financed Proposal Offers Superior Value And Remains Committed To Pursuing Transaction

Special Committee Continues to Support Deal with Trian Rather Than Maximizing Value for Shareholders

Real Risk to Shareholders is Being Forced to Accept a Lower Price and Preserve Transaction with Insider

Purported "Engagement" Consisted of One 32-Minute Interaction Only at the End of Special Committee's Review

Victory Capital Remains Fully Committed to Pursuing Compelling Transaction

Victory Capital Holdings, Inc. (NASDAQ:VCTR) ("Victory Capital" or the "Company") today issued the following statement in response to the decision by the Special Committee of the Board of Directors of Janus Henderson Group plc (NYSE:JHG) ("Janus Henderson") not to engage substantively with Victory Capital regarding its fully financed, actionable and clearly superior proposal:

"As fiduciaries, the Janus Henderson Special Committee must objectively evaluate superior alternatives for the benefit of all of its shareholders. The Special Committee has continued to support an inferior transaction with Trian, a financial buyer and company insider. The issues cited by the Special Committee to support its decision could be addressed through substantive engagement, and Victory Capital remains fully committed to pursuing this compelling opportunity.

Since Victory Capital submitted its first superior proposal in November 2025, the Special Committee's sole "engagement" with Victory Capital over the past four months has merely consisted of a single 32-minute conversation with members of Victory Capital's management team that was hastily scheduled at the end of the Special Committee's review. The Special Committee provided no agenda for the call and requested that no advisors be included. The call was perfunctory, and the Special Committee was unwilling to meaningfully explore the operational, financial or transaction-specific considerations that it now cites as the basis for rejecting our proposal.

Victory Capital has a long track record of acquiring and successfully integrating investment management businesses while preserving investment autonomy, client continuity and brand strength. We have been clear that we intend to retain Janus Henderson's investment talent, maintain the brand and minimize disruption for clients and employees. When Victory Capital has the opportunity to engage with Janus Henderson's clients and employees, we are confident that they will see the benefits of the combined, global investment management business, which will have exceptional diversification, product and distribution capabilities and be better positioned to compete at scale against the largest asset managers in the world. We have doubts about whether the engagement with clients and employees cited by the Special Committee without our involvement reflects the superior value and long-term competitive positioning for Janus Henderson's business, employees and clients.

We have also structured our proposal with a practical path to closing and are prepared to provide the Special Committee with detailed execution planning when given the opportunity to do so. Despite the lack of meaningful engagement to date and any ability to conduct due diligence, we have fully committed financing from two of the most reputable global banks.

When provided with the opportunity, we are confident that Janus Henderson shareholders will overwhelmingly vote in favor of Victory Capital's transaction and satisfy the standard for approving a merger under Jersey law.

We remain fully committed to pursuing this compelling transaction."

PJT Partners is serving as financial advisor to Victory Capital and Willkie Farr & Gallagher LLP is serving as legal advisor.