JNS Janus Capital Grp. Cmn Stk (delisted)

Item 5.07               Submission of Matters to a Vote of Security Holders.

The Special Meeting of Stockholders of Janus Capital Group Inc. (“JCG”) was held in Denver, Colorado, on April 25, 2017.  At that meeting, the stockholders considered and acted upon the following proposals:

Proposal No. 1:  Adoption of Merger Agreement.  To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of October 3, 2016, by and among Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands (“Henderson”), Horizon Orbit Corp., a Delaware corporation and a direct and wholly owned subsidiary of Henderson (“Merger Sub”), and JCG, pursuant to which Merger Sub will merge with and into JCG with JCG continuing as the surviving corporation as a direct and wholly owned subsidiary of Henderson, which will be renamed Janus Henderson Group plc (“Janus Henderson”) (the “JCG merger proposal”):

Proposal No. 2: Approval, on an Advisory (Non-Binding) Basis, of Certain Compensatory Arrangements with JCG Named Executive Officers.  To consider and vote on a non-binding, advisory proposal to approve the compensation that may become payable to JCG’s named executive officers in connection with the consummation of the merger:

Proposal No. 3:  Approval, on an Advisory (Non-Binding) Basis, of a Certain Amendment to the Henderson Memorandum of Association. To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Memorandum of Association implementing the share consolidation of Henderson ordinary shares at a ratio of one new Janus Henderson ordinary share (or CHESS Depositary Interests (“CDIs”)) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding, to be implemented effective upon the closing of the merger:

Proposal No. 4:  Approval, on an Advisory (Non-Binding) Basis, of a Certain Amendment to the Henderson Memorandum of Association. To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Memorandum of Association increasing the authorized share capital of Henderson from £274,363,847.00 to $720,000,000:

Proposal No. 5:  Approval, on an Advisory (Non-Binding) Basis, of a Certain Amendment to the Henderson Articles of Association.   To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association removing preemptive rights for Janus Henderson shareholders on new issuances of Janus Henderson ordinary shares:

Proposal No. 6:  Approval, on an Advisory (Non-Binding) Basis, of a Certain Amendment to the Henderson Articles of Association.   To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association removing the requirement that the Janus Henderson board seek the approval of Janus Henderson shareholders to issue Janus Henderson ordinary shares:

Proposal No. 7:  Approval, on an Advisory (Non-Binding) Basis, of a Certain Amendment to the Henderson Articles of Association.   To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association requiring directors of Janus Henderson to be re-elected at each annual Janus Henderson shareholder meeting:

Proposal No. 8:  Adjournment of the Janus Special Meeting.  To consider and vote on a proposal to adjourn the JCG special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the JCG merger proposal (the “JCG adjournment proposal”):

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