Amendment to Merger Agreement and Equity Financing Commitment

This filing details an amendment to the Agreement and Plan of Merger between JANUS HENDERSON GROUP PLC and Jupiter Company Limited. Key changes include an increase in the cash consideration per Ordinary Share from $49.00 to $52.00. The agreement also modifies termination fees and allows for a quarterly dividend of up to $1.00 per Ordinary Share under certain conditions. Additionally, an Amended and Restated Equity Commitment Letter was issued, committing significant equity financing for the merger, with specific terms and conditions for funding outlined. The amendment also details the roles and commitments of various equity investors, including Trian Fund Management, L.P., and outlines provisions for assignment, termination, and governing law.