Waddell & Reed Financial : 2021 Special Meeting Proxy Statement

February 17, 2021

Dear Fellow Stockholder:

On behalf of the board of directors, I cordially invite you to attend a special meeting of stockholders of Waddell & Reed Financial, Inc., a Delaware corporation (which we refer to as "Waddell & Reed" or the "Company"), to be held on March 23, 2021, at 10:00 a.m., Central Time. The special meeting will be a completely virtual meeting of stockholders conducted solely online via live webcast. Details on how to participate at the special meeting online are included in the "General Information" section of the proxy statement accompanying this letter. Please note that you will not be able to attend the virtual special meeting in person. We have chosen to hold a virtual rather than an in-person meeting due to the public health impact of the novel coronavirus disease (COVID-19).

The purpose of the meeting is to consider and vote on proposals relating to the proposed acquisition of Waddell & Reed by Macquarie Management Holdings, Inc., a Delaware corporation (which we refer to as "Macquarie"), for $25.00 per share in cash, without interest and subject to deduction for any required withholding taxes. Macquarie is a holding company for the U.S. investment management business of Macquarie Group Limited, a publicly listed company in Australia (which we refer to as "MGL"), that, together with its subsidiaries, operates in the U.S. under the marketing name "Macquarie Investment Management." Regardless of whether you plan to attend the virtual special meeting, we encourage you to vote your shares by mail, by telephone or through the internet following the procedures outlined below. To facilitate timely receipt of your proxy despite any potential systems disruption due to COVID-19, we encourage you to vote via the internet or telephone following the instructions on the enclosed proxy card promptly.

On December 2, 2020, the Company entered into an Agreement and Plan of Merger (which, as amended or supplemented from time to time, we refer to as the "merger agreement") with Macquarie, Merry Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Macquarie (which we refer to as "Merger Sub"), and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, an Australian proprietary company formed under the laws of the Commonwealth of Australia (which we refer to as " Guarantor"), providing for, subject to the satisfaction or waiver of certain conditions, the acquisition of the Company by Macquarie. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (which we refer to as the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie. At the special meeting, the Company will ask you to adopt the merger agreement.

If the merger agreement is adopted by the Company's stockholders and the merger is completed, in each case in the manner described in this letter and the proxy statement accompanying this letter, at the effective time of the merger (which we refer to as the "Effective Time"), each share of Class A common stock of the Company, par value $0.01 per share (which we refer to as the "Shares" and each, a "Share"), issued and outstanding immediately prior to the Effective Time (other than Shares directly owned and held by Macquarie or Merger Sub) will be canceled, retired and converted into the right to receive $25.00 per share in cash, without interest and subject to any withholding of taxes required by applicable law in accordance with the merger agreement.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement.

The board of directors of the Company (which we refer to as the "Board") carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board also considered such other matters as it considered necessary or appropriate. By a unanimous vote, the Board (i) adopted, approved and declared advisable themerger agreement and the transactions contemplated thereby, including the merger, (ii) approved the execution, delivery and performance of the merger agreement, (iii) determined the merger agreement and the transactions contemplated thereby, including the merger, to be advisable, fair to and in the best interests of the Company and its stockholders, (iv) recommended that the Company's stockholders vote for the proposal to adopt the merger agreement, and (v) directed that the merger agreement be submitted to the Company's stockholders for adoption at the special meeting. Accordingly, the Board unanimously recommends you vote "FOR" the proposal to adopt the merger agreement.

Your vote is important. The merger cannot be completed unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the Shares issued and outstanding as of the close of business on the record date. Whether or not you plan to attend the special meeting virtually, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-prepaid reply envelope, or submit your proxy by telephone or via the Internet. If your Shares are held in "street name" by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your Shares without instructions from you. You should instruct your bank, broker or other nominee to vote your Shares in accordance with the procedures provided by your bank, broker or other nominee. If you fail to return your proxy card, submit your proxy by telephone or via the Internet or vote in person, or if your Shares are held in "street name" by your bank, broker or other nominee, and you fail to instruct your bank, broker or other nominee to vote your Shares, your Shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote "AGAINST" approval of the proposal to adopt the merger agreement.

Stockholders who do not vote in favor of the proposal to adopt the merger agreement, and who demand appraisal in writing to the Company prior to the special meeting and comply with all of the applicable requirements of Delaware law, which are summarized in the section entitled "Appraisal Rights "in the accompanying proxy statement and reproduced in its entirety as Annex B to the accompanying proxy statement, will be entitled to rights of appraisal to obtain the fair value of their Shares.

Your support of and interest in Waddell & Reed is sincerely appreciated.

Thomas C. Godlasky Chairman of the Board

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger and the other transactions contemplated by the merger agreement, passed upon the merits or fairness of the merger and the other transactions contemplated by the merger agreement or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated February 17, 2021 and is first being mailed to Waddell & Reed stockholders on or about February 17, 2021.

WADDELL & REED FINANCIAL, INC.

6300 Lamar Avenue

Overland Park, Kansas 66202

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on March 23, 2021

To the Stockholders of Waddell & Reed Financial, Inc.:

A special meeting of stockholders of Waddell & Reed Financial, Inc., a Delaware corporation (which we refer to as the "Company"), will be held via live webcast on March 23, 2021, at 10:00 a.m., Central Time. The special meeting will be held solely in a virtual meeting format online atwww.meetingcenter.io/ 228376211. If you plan to attend the special meeting, please review and follow the instructions in the "General Information" section of the accompanying proxy statement. In order to participate in the special virtual meeting, regardless of whether you are a registered stockholder of the Company or you are the beneficial owner of your Shares, you will need to have your 15-digit control number as well as the meeting password, each of which you may obtain in the manner set forth in the section entitled "General Information" in the accompanying proxy statement. Please note that you will not be able to attend the virtual special meeting in person. We have chosen to hold a virtual rather than an in-person meeting due to the public health impact of the novel coronavirus disease (COVID-19). We are holding the special meeting for the following purposes:

• 1. to consider and vote on a proposal to adopt the Agreement and Plan of Merger (which, as amended or supplemented from time to time, we refer to as the "merger agreement"), dated December 2, 2020, by and among the Company, Macquarie Management Holdings, Inc., a Delaware corporation (which we refer to as "Macquarie"), Merry Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Macquarie (which we refer to as "Merger Sub"), and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, an Australian proprietary company formed under the laws of the Commonwealth of Australia (which we refer to as "Guarantor"), pursuant to which, among other things, Merger Sub will be merged with and into the Company (which we refer to as the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie;

• 2. to consider and vote on a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's principal executive officer, principal financial officer and three most highly compensated executive officers other than the principal executive officer and principal financial officer (which we refer to collectively as the "named executive officers") that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement; and

• 3. to consider and vote on a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Only stockholders of record at the close of business on February 5, 2021 (which we refer to herein as the "record date") are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. These individuals and entities will be entitled to cast one (1) vote on each matter properly brought before the special meeting for each share of Class A common stock of the Company, par value $0.01 (which we refer to as the "Shares" and each a "Share") held of record as of the close of business on the record date.

A list of the stockholders entitled to vote at the special meeting will be available during ordinary business hours ten (10) days before the special meeting at the Company's principal place of business located at 6300 Lamar Avenue, Overland Park, Kansas 66202. Requests to inspect the list prior to the special meeting should be addressed to the Company's Investor Relations Department at the Company's principal place of business. To access the list during the special meeting, please use the virtual meeting website link set forth above.

For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement.

The board of directors of the Company (which we refer to as the "Board") carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board also considered such other matters as it considered necessary or appropriate. By a unanimous vote, the Board (i) adopted, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (ii) approved the execution, delivery and performance of the merger agreement, (iii) determined the merger agreement and the transactions contemplated thereby, including the merger, to be advisable, fair to and in the best interests of the Company and its stockholders, (iv) recommended that the Company's stockholders vote for the proposal to adopt the merger agreement, and (v) directed that the merger agreement be submitted to the Company's stockholders for adoption at the special meeting.

The Board unanimously recommends that at the special meeting you vote "FOR" the proposal to adopt the merger agreement, "FOR" the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the merger and "FOR" the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies.

Your vote is very important, regardless of the number of Shares that you own. Because stockholders cannot take any action at the special meeting unless a majority of the Shares issued and outstanding and entitled to vote thereat is represented, it is important that you attend the special meeting virtually or are represented by proxy at the special meeting. To assure that your Shares are represented at the special meeting, regardless of whether you plan to attend the virtual special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-prepaid reply envelope, or submit your proxy by telephone or the Internet. If your Shares are held in "street name" by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your Shares without instructions from you. You should instruct your bank, broker or other nominee to vote your Shares in accordance with the procedures provided by your bank, broker or other nominee.

If you have any questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Georgeson LLC. Stockholders, banks and brokers may call toll-free at (888) 613-9988.

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