Henderson : 2017 EGM and AGM Addresses

2017 Extraordinary General Meeting and Annual General Meeting

Opening Addresses and Slides

26 April 2017

Henderson Group plc holds its 2017 Extraordinary General Meeting and Annual General Meeting today.

The scripts and accompanying slides for the opening addresses by the Chairman and the Chief Executive are attached.

Part one: Henderson Group Chairman's address to Shareholders.

Part two: Henderson Group Chief Executive's address to Shareholders.

http://www.rns-pdf.londonstockexchange.com/rns/3624D_-2017-4-26.pdf

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About Henderson

Henderson is an independent global asset manager, specialising in active investment. Named after its first client and founded in 1934, Henderson is a client-focused global business with over 1,000 employees worldwide and assets under management of £103.1bn (31 March 2017). Its core areas of investment expertise are European equities, global equities, global fixed income, multi-asset and alternatives.

Henderson is dual-listed on the Australian Securities Exchange (ASX) and the London Stock Exchange (LSE) and has a market capitalisation of approximately £2.6bn (April 2017).

Further information can be found at www.henderson.com/IR.

Forward-looking statements and other important information

This announcement contains forward-looking statements with respect to the financial condition, results and business of Henderson Group plc. By their nature, forward-looking statements involve risk and uncertainty because they relate to events, and depend on circumstances, that will occur in the future. Henderson's actual future results may differ materially from the results expressed or implied in these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement. Nothing in this announcement should be construed as, or is intended to be, a solicitation for or an offer to provide investment advisory services.

In connection with the proposed merger, Henderson has filed a registration statement on Form F-4 with the SEC, containing a proxy statement of Janus Capital Group and other documents regarding the proposed merger. Before making any voting or investment decision, the respective investors and shareholders of Henderson and Janus Capital Group are urged to carefully read the entire registration statement of Henderson, including the proxy statement of Janus Capital Group, and any other relevant documents filed by either company with the SEC, as well as any amendments or supplements to those documents, because they contain important information about Henderson, Janus Capital Group and the proposed merger.The registration statement and other related documents filed by Henderson and Janus Capital Group will be available electronically without charge at the SEC's website,www.sec.gov. Materials filed with the SEC may also be obtained without charge at Henderson's website,www.henderson.comor at Janus Capital Group's websitewww.janus.com, respectively.

Chairman's Address

Since 2013, we have been reporting to you on Henderson's progress on its strategy of growth and globalisation. By the end of last year, we were ahead of the ambitious targets we had set ourselves to grow assets under management, and we had made significant progress on globalising our investment management capabilities and client base. 2016 itself was a tough year, with political upheaval in the UK and the US creating highly volatile market conditions. Against this difficult backdrop, I am pleased to report that our financial performance remained resilient. We are proposing a final dividend of 7.3p per share, to take our dividends for the year to 10.5p per share - a 2% increase in Sterling terms. This is consistent with the Board's continued confidence in our business, and our progressive dividend policy.

In addition, we declared an extraordinary first quarter 2017 dividend of 1.85p per share, with a view to ensuring equality of treatment of both Janus and Henderson shareholders.

Throughout the last three years, your Board has carefully monitored our business's progress, in the context of changes in our global marketplace which favour well-diversified companies with global size and scale. In October 2015, we asked the executive team to explore options to accelerate our growth and globalisation strategy with a transformative corporate move. The merger which we vote on today is the result of a thorough, well thought out and diligently researched process. The similarities between the strategies of Janus and Henderson are remarkable, and the two businesses are deeply complimentary in terms of investment management expertise, client base and distribution footprint. Your board unanimously recommends the merger.

I'll just take a moment to remind you of the transaction headlines. Janus Henderson Investors will have a global client base and global investment management skills, and be responsible for over $330bn of client money. The company will be formed through an all stock merger, and have a combined market capitalisation of around US$5.9bn. To maximise liquidity, Janus Henderson will be listed in New York and Australia, but will de-list from the London Stock Exchange. Andrew Formica of Henderson and Dick Weil of Janus will work together as Co-CEOs, and will be based here in London. The Board of the new company will have equal representation from the current Janus and Henderson Boards, and will be chaired by me. I expect the new Board to retain a progressive dividend policy with a payout ratio in line with that currently delivered by Henderson. I look forward to continuing to work with my non-executive colleagues Sarah Arkle, Angela Seymour-Jackson, Kalpana Desai and Kevin Dolan, and would like to take this opportunity to express my enormous thanks to Tim How, our Senior Independent Director, and Robert Jeens, our Chair of Audit, who will step down when the merger completes. I congratulate Henderson executives Roger Thompson, Phil Wagstaff, Jacqui Irvine and Rob Adams on their new roles as members of the Janus Henderson executive committee. The merged company has significant opportunities for value creation, initially through cost synergies and more significantly, through opportunities for revenue growth.

Andrew Formica will describe these opportunities for you in more detail, after he has given you his perspective on Henderson's progress in 2016.

Chief Executive's Address

2016 was a challenging year for our clients and our investment managers, as politics moved markets to a degree unforeseen by most of us. Against this backdrop, I'd echo the Chairman's description of our financial performance as resilient. This reflects the progress we have made strategically over the last couple of years.

Despite significant Retail outflows, Assets under Management reached record highs, supported by markets and foreign exchange movements as well as institutional flows, which are building upon the turnaround we started to see in 2015.

Management fee income was also at record levels, although lower performance fees meant that underlying profit before tax was lower than last year. EPS was also lower as our tax rate normalised at a higher level.

When we look back at the objectives we set ourselves for our Growth and Globalisation strategy, I am very pleased with the progress we have made. We have expanded our investment capabilities; demonstrably improved the support and approach we take to client relationships; and improved the robustness and resilience of our global operating model.

We have grown faster than the industry, delivered consistently strong investment performance and deployed capital successfully on behalf of our shareholders, with successful acquisitions and integrations in the US and Australia.

Despite the more difficult picture for flows, we ended 2016 ahead of our target AUM growth, having achieved 59% in total or 17% per annum since we set out our Growth and Globalisation strategy.

The asset management industry faces challenges as well as opportunities, and our strategic thinking needs to reflect both of these. Major challenges for asset managers include the current popularity of passive investing and the pressure this places on active managers; volatile markets; global regulatory change and the rising cost of doing business. Key to our response to these pressures are diversification, global scale and excellence in our chosen field of expertise - active investment management. Our proposed merger with Janus to form Janus Henderson Investors gives us the opportunity to develop the capabilities we need to respond to industry challenges, and profit from future opportunities.

We are creating a global, active investment manager which is client-focused, valuable to shareholders and a great place for our people to work.

As the Chairman has already said, our two businesses are highly complementary - with client-centric, collaborative cultures; complementary investment capabilities and geographic footprints; and well-matched corporate strategies. In combination with Janus, Henderson will have new investment capabilities to share with our clients; the scale we need to succeed in North America; and exciting opportunities to grow in Japan, where Janus has built an $18bn business which includes its strategic partnership with the Dai-ichi Life Insurance Company.

Client feedback to the merger has been very positive. We look forward to continuing to specialise in high performance, active investment management; deepening and extending our client relationships; and having the products and distribution to serve our largest clients on a truly global basis.

Together, Janus and Henderson will be well-positioned for market evolution. Diversification is the key to success in uncertain times. With the cost of doing business rising in the asset management industry, we need operations of sufficient size and scale to defray the effect of rising costs without completely blunting our capacity to innovate and invest. Scale, diversification and strong client relationships put us on the front foot to move our business forward.

We are confident in our ability to deliver compelling value to our shareholders as we create this new business. Initially, we will deliver significant cost synergies, but over the longer term, our combined business will be capable of sustained growth, in excess of what either of us would have been able to achieve on a standalone basis.

I look forward to us having the freedom to innovate on behalf of our clients, the scale and diversity to adapt as our markets change, and the ability to be a destination employer for the most talented people in global asset management.

Since I became Chief Executive, my ambition has been to transform Henderson into a truly global asset manager. To be on the cusp of achieving that is very exciting.