(2)

      Without admission of liability, the Company and you have agreed on the terms set out in this Agreement by way of settlement of all claims you have or may have against the Company (or any Group Company) arising out of your employment and the termination of your employment and (if relevant to you)

      any Directorships or their termination or cessation.

1.

Definitions

1.1

In this Agreement the following words and expressions will (unless they are inconsistent with the context) have the following meanings:

Associated Company

An associated employer within the meaning of section 231 of the Employment Rights Act 1996.

Directorships

Further Tax

Directorships or offices of any Group Company and directorships, trusteeships and offices of, or partnerships in, any company, trust or entity (i) connected with the Janus Henderson Group or its business or (ii) which you hold at the request or instruction of the Janus Henderson Group.

Any income tax, employee National Insurance contributions, interest, penalties, charges and/or costs arising in respect of the Redundancy Payment (except where such income tax and/or employee National Insurance contributions are deducted by the Company under the terms of the Agreement and where such interest, penalties, charges and/or costs arise due to the delay or default of the Company) and/or any other taxable payments or benefits under this Agreement which you are liable to pay and/or which HMRC requires the Company to pay.

Janus Henderson Group

The Company, or any company which controls the Company from time to time, or any Subsidiary from time to time of the Company, or of any company which controls the Company, or any company having, whether directly or indirectly, a parent company in common with the Company, or any Associated Company of the Company (each, a Group Company).

Pension Scheme

The Janus Henderson Group UK Pension Scheme.

Redundancy Payment

The payment referred to in clause 3.1.1 of this Agreement (inclusive of the statutory redundancy payment, if relevant) which is compensation for loss of employment.

Second Settlement Agreement

A settlement agreement in the form attached at Schedule 2.

Subsidiary

In relation to a company (a holding company) means a subsidiary (as defined in section 1159 of the Companies Act 2006) and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company.

Termination Date

31 August 2025.

2.

Termination of Employment/Payment of Salary/Holiday Pay

2.1

Your employment will terminate on the Termination Date.

2.2

As of 1 June 2025 you will be placed on garden leave and you shall remain on garden leave until the Termination Date. You are no longer required to attend work unless specifically requested to do so. You should therefore refrain from attending the office or directly or indirectly contacting any of our clients, suppliers, employees, officers or representatives, except on a social basis. However, you shall remain employed by Janus Henderson and must be available during normal working hours to do with any work-related matters that may arise. You will continue to be bound by your contract of employment dated 21 May 2021, including for the avoidance of doubt, your duty of confidentiality.

2.3

You undertake to co-operate fully with the Company or any Group Company or its or their advisers in relation to the comprehensive, timely and accurate handover of your duties.

2.4

You agree to co-operate fully with the Company or any Group Company or its or their advisers in relation to any internal investigation or other internal enquiry or any investigation or other enquiry by the FCA, or any other law enforcement or regulatory authorities, clearing houses and exchanges, professional bodies, or government bodies or agencies in relation to the Company or any Janus Henderson group company or its or their current or former employees, or any litigation brought by or against the Company or any Janus Henderson group company or its or their current or former employees. The assistance you are required to provide under this clause includes, but is not limited to, meeting with and providing information and/or documents to employees, workers and/or agents of the Company or any Janus Henderson group company, meeting with and providing information to any regulatory body and/or the professional advisers (including legal advisers) of the Company or any Group Company, co-operating in the preparation of witness statements, and attending any relevant regulatory, court or tribunal hearings to give evidence.

2.5

You will continue to receive your salary and benefits until the Termination Date and will be entitled to receive the sum of monies which represents payment for holiday which has accrued during the current holiday year but which remains untaken as at the Termination Date, less deductions for income tax and National Insurance contributions at appropriate rates and less any sums owed in respect of taken but unaccrued holiday and any sums authorised by you as deductions or reductions or otherwise owed by you to the Company, as determined at the Company’s discretion (together, Deductions). Any holiday taken by you in excess of your accrued entitlement as at the Termination Date shall be deducted from your final payment. Your P45 will be issued to you.

2.6

If you have participated in the Company’s holiday purchase scheme for the current year, the Company will make a payment in respect of any holiday paid for by you during the current holiday year but which remains untaken as at the Termination Date, less deductions for income tax and National Insurance contributions at appropriate rates, as determined by the Company.

3.

Termination Payments

3.1.1

Subject to your compliance with the terms of this Agreement, and the Second Settlement Agreement, within 28 days of the later of (i) receipt by the Company of this Agreement duly executed by you and completed by your solicitor; (ii) receipt by the Company of the Second Settlement Agreement duly executed by you and completed by your solicitor; and (iii) the Termination Date, the Company (having already considered any adjustment for mitigation) will pay to you:

3.1.2

a Redundancy Payment of £122,223 less deductions (if any) required by law, as determined by the Company. No part of the Redundancy Payment is taxable as Post-Employment Notice Pay (as defined in section 402D of the Income Tax (Earnings and Pensions) Action 2003 (ITEPA)). The parties therefore believe that the amount of the Redundancy Payment which falls under the tax-free threshold defined by HMRC under applicable legislation will be paid without deduction of income tax or National Insurance contributions as a termination award (although the Company gives no warranty to this effect). The balance of the Redundancy Payment will be taxable as a termination award exceeding the tax-free threshold defined by HMRC. The Company shall accordingly deduct income tax and National Insurance contributions from it at the appropriate rate. The Redundancy Payment is inclusive of your entitlement to a statutory redundancy payment; and

3.1.3

a payment in lieu of your contractual notice period of £100,000 less deductions required by law, as determined by the Company. Post-Employment Notice Pay (as defined in section 402D of ITEPA) is taxable as earnings. The Company shall accordingly deduct income tax and National Insurance contributions from Post-Employment Notice Pay at the appropriate rate.

4.

Bonus/Incentive

4.1

In addition to the above and subject to and in accordance with Clause 3.1, the Company will pay/grant to you the sum of £617,500 representing a pro-rated incentive bonus relating to the 2025 performance year from 1 January 2025 to 31 May 2025. This payment will be subject to mandatory deferral under the terms of the Company’s current deferral scheme and may be paid in the form of shares in Janus Henderson Group plc or other instruments. It will also be subject to deductions required by law. The deferred portion will be granted as soon as practicable in accordance with the Company’s deferral process and timeframes.

5.

Tax

5.1

The Company will account to HMRC for the income tax/National Insurance so deducted. Any liability for Further Tax will be yours alone.

5.2

You undertake that if the Company is called upon to account to HMRC for any Further Tax and if the Company pays the Further Tax to HMRC and notifies you of the fact, you will without delay pay to the Company an amount equal to the Further Tax. No payment of Further Tax will be made to HMRC without particulars of any proposed payment being given to you.

6.

Pension Arrangements and SIPP

6.1

Shortly after the Termination Date, you will receive a statement of your preserved pension under the Pension Scheme. You will not be entitled to any other benefit under the Pension Scheme.

6.2

If you pay contributions to the Group Self Invested Pension Plan (SIPP), any salary sacrifice will stop automatically with effect from the Termination Date and contributions by the Company into the SIPP will cease on the Termination Date, save that:

6.2.1

if relevant, in respect of the Company’s matching contribution of one twelfth of your annual contributions (the Anniversary Contribution), if an Anniversary Contribution has not fallen due by the Termination Date, the Company will contribute a proportion only, calculated by reference to the number of completed months between your entry to the Plan and the Termination Date. If you have already received an Anniversary Contribution, the pro-rated amount will be calculated by reference to the number of months between the last Anniversary Contribution and the Termination Date; and

6.2.2

if relevant, in respect of the Company's matching contribution of one twelfth of your bonus sacrifice, the Company will contribute a proportion only, calculated by reference to the number of completed months between the date of the bonus sacrifice and the Termination Date.

6.3

With effect from the Termination Date the Company will no longer pay any of Hargreaves Lansdown’s charges. The SIPP and your investments in it remain yours and you should contact Hargreaves Lansdown for further information.

7.

Secrecy

7.1

You agree to keep the terms of this Agreement and the terms on which your employment was terminated strictly confidential and agree not to disclose communicate or otherwise make public the same to anyone (save to your partner, professional advisers (including a medical practitioner or counsellor for the purpose of seeking or obtaining treatment) and the relevant tax and/or regulatory authorities and otherwise as may be required to be disclosed by law).

7.2

You undertake that you will not (whether directly or indirectly) make public or otherwise communicate any disparaging or derogatory statements whether in writing or otherwise concerning the Company or any Group Company or any of its or their officers or employees.

7.3

In return, the Company will not authorise or encourage any of its employees or officers to make public or otherwise communicate any disparaging or derogatory statements whether in writing or otherwise concerning you.

8.

Permitted Disclosures

8.1

Nothing in this Agreement prevents the parties from making a disclosure:

8.1.1

that your employment with the Company terminated by reason of redundancy on the Termination Date;

8.1.2

which amounts to a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996. This includes protected disclosures made about matters previously disclosed to another recipient;

8.1.3

in order to report an offence to a law enforcement agency or to co-operate with a criminal investigation or prosecution;

8.1.4

for the purposes of reporting misconduct, or a serious breach of regulatory requirements, to any body responsible for supervising or regulating the matters in question;

8.1.5

if and to the extent required by law; or

8.1.6

to the Equality and Human Rights Commission.

8.2

All other terms of this agreement are to be read subject to clause 9.1.

9.

Confidentiality

9.1

In consideration for the further payment of £10 (from which the Company will deduct such income tax and employee National Insurance which it is by law obliged to deduct) you agree and acknowledge that you remain bound by and will continue to comply with your duty of confidentiality towards the Company and any Group Company as set out in your contract of employment (as amended from time to time) and will treat as trade secret all confidential and specialised data and information acquired by you during the course of your employment including but not limited to any information concerning:

9.1.1

the Company's (or any Group Company's) products, product development, sales and marketing strategies, plans, training programmes, instructions, client care policies, pricing structures (whether for clients or in relation to client services provided by any Group Company or a third party), client details, proprietary trading and investment capabilities, employee information and related compensation, and management practice;

9.1.2

any person who at the Termination Date or formerly was an employee or client of the Company or any Group Company,

10.

Warranties

10.1

You warrant and represent that:

10.1.1

you have not at any time done or failed to do anything, which act or omission amounts to a repudiatory breach of the express or implied terms of your contract of employment which would entitle the Company to terminate your employment without notice;

10.1.2

on or before the Termination Date, you will return to the Company all property (including your Company identification), Company credit card, office keys, mobile telephone equipment, computer equipment, blackberry records, correspondence, documents, files, client lists, client records and other information (whether originals copies or extracts and whether in written or in computer readable form) belonging to the Company or any Group Company;

10.1.3

you will not retain any copies (in any form) of any such records, correspondence, documents, files, client lists, client records or other information;

10.1.4

you will erase and procure the erasure of all data relating to the business of the Company from any computer to which you have access and which is not under the custody or control of the Company and will destroy any paper copies made of such data; and

10.1.5

you have not and will not commence any action or issue any legal proceedings against the Company or any of its respective officers or employees in any court or Tribunal; and

10.1.6

you are not employed or self-employed in any capacity by a party other than the Company nor are you in discussions which are likely to lead to nor have you received such an offer of employment or self-employment.

10.2

The Company is under no obligation to make the payments provided for in clause 3 or 12 in the event that you are in breach of any of the warranties in this clause 10, or if on or before the Termination Date, you do or fail to do anything which amounts to a repudiatory breach of the express or implied terms of your employment with the Company.

11.

Legal Expenses

11.1

Subject to receipt of a signed copy of this Agreement from you, the Company will, on the production of an appropriate copy VAT invoice (addressed to you but marked payable by the Company) and subject to the terms of this Agreement, pay to your solicitors your legal expenses relating exclusively to advice on your rights in connection with this Agreement and the Second Settlement Agreement, up to a maximum of £450 plus VAT.

12.

Share Schemes

12.1

Any shares, units, awards, options, or other rights in respect of shares or units that you may hold under any of the Company’s employee share incentive arrangements will be dealt with in accordance with the rules of the relevant plan or arrangement.  A summary of the provisions that will apply to you is set out in the applicable leaver factsheet which will be provided to you separately.  For the avoidance of doubt, the leaver factsheet is a summary for guidance purposes only, and if there is any conflict between the leaver factsheet and the rules of the relevant plan or arrangement, the rules of the plan or arrangement will prevail. 

13.

Reference

13.1

Subject to (i) its obligations to any relevant regulatory body and (ii) any further information coming to the Company’s attention which it considers should properly be reflected in the reference, the Company will, if requested by a potential employer, supply a reference in its standard form from time to time in use. A specimen of the Company’s current standard reference is attached as (i) Schedule 1 Part A to this Agreement in respect of a role which would not require you to be a Senior Manager or Certified Person; and (ii) Schedule 1 Part B to this Agreement in respect of a role which would require you to be a Senior Manager or a Certified Person. For the avoidance of doubt, the Company reserves the right to:

13.1.1

make such disclosures about you; and

13.1.2

issue an updated reference in respect of you,

14.

Outplacement Counselling

14.1

For 2 months, the Company will provide you with outplacement counselling services and assistance from the preferred supplier, LHH Penna, which includes a number of ‘flexible credits’ and support as explained in the leaflet available from the People department. If you require further information about outplacement counselling you should call LHH Penna on 0800 2800 028, or contact the People department.

15.

Restrictive Covenants

15.1

In consideration for the payment of £100 (from which the Company will deduct such income tax and employee National Insurance which it is by law obliged to deduct) you covenant with the Company (for itself and as trustee and agent for each Group Company) that you will not, whether directly or indirectly, on your own behalf or on behalf of or in conjunction with any other person, firm, company or other entity:

15.1.1

for the period of six months from the Termination Date in relation to any business which competes or is about to compete with any business carried out by the Company or any Group Company, canvass, solicit, deal with or accept business or custom from, or endeavour to canvass, solicit, deal with or accept business or custom from, any person, firm, company or other entity who is, or was in the 12 month period immediately prior to the Termination Date or commencement of any period of garden leave, a customer/client of the Company or any Group Company with whom you had business dealings during the course of your employment in that 12 month period. Nothing in this clause will prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company, as relevant; and

15.1.2

for the period of six months from the Termination Date solicit or entice away or endeavour to solicit or entice away any individual who is at the Termination Date someone for whose activities on behalf of the Company you had direct or indirect responsibility for, or someone who is at the Termination Date employed or engaged by the Company or any Group Company with whom you had business dealings during the course of your employment in the 12 month period immediately prior to the Termination Date or commencement of any period of garden leave.

15.2

Each and every obligation under this clause will be treated as a separate obligation and will be severally enforceable as such. If any restriction contained in this clause is judged by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part of the wording were deleted the said restriction will apply with such deletions as may be necessary to make it valid and effective.

16.

Resignation from Directorships

16.1

Where you hold any Directorships, you confirm that you will sign a letter resigning your Directorships and/or execute any documents necessary to give effect to such resignation in a form prescribed by the Company and will return this/these to the Company together with the signed copies of this Agreement.

17.

Claims against the Company or any Group Company

17.1

Without any admission of liability by the Company, you agree to accept the terms set out in this Agreement in full and final settlement of any and all claims, demands, costs, expenses or rights of action which you have or may have against the Company and/or any Group Company or any of its or their officers or employees, whether at common law, statutory, pursuant to European Union law or otherwise, however arising, in connection with your employment and/or its termination and (where relevant) your Directorships and/or your removal or resignation from them (the Identified Issues).

17.2

In particular, but without limitation, the waiver and release contained in clause 17.1 extends to:

17.2.1

any claim for damages for breach of contract or wrongful dismissal (whether brought before an Employment Tribunal or otherwise); and

17.2.2

any claim for compensation for the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other similar scheme operated by the Company or any Group Company; and

17.2.3

any statutory claims which you have or may have as follows:

(a)

a claim of unfair dismissal under the Employment Rights Act 1996;

(b)

a claim for a redundancy payment, under the Employment Rights Act 1996;

(c)

a claim in relation to equal terms under the Equal Pay Act 1970 and/or the Equality Act 2010;

(d)

a claim in relation to pregnancy or maternity discrimination or discrimination related to sex, marital or civil partnership status or gender reassignment under the Equality Act 2010;

(e)

a claim for harassment based on unwanted conduct of a sexual nature under the Equality Act 2010;

(f)

in respect of any right, benefit or entitlement relating to maternity, paternity or adoption leave secured by Part VIII of the Employment Rights Act 1996 or any regulations made thereunder;

(g)

a claim in relation to discrimination related to race, colour, nationality or ethnic or national origin under the Equality Act 2010;

(h)

a claim in relation to discrimination related to disability, disability–related discrimination and/or the failure to make adjustments under the Equality Act 2010;

(i)

a claim of unlawful deductions under the Employment Rights Act 1996;

(j)

a claim in relation to working time or holiday pay under the Working Time Regulations 1998;

(k)

a claim in relation to time off work under the Employment Rights Act;

(l)

a claim in relation to parental rights and/or flexible working under the Employment Rights Act 1996;

(m)

a claim of less favourable treatment on the grounds of part-time working under regulation 8 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000;

(n)

a claim of less favourable treatment on the grounds of fixed-term status under regulation 7 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002;

(o)

a claim in relation to discrimination relating to sexual orientation under the Equality Act 2010;

(p)

a claim in relation to discrimination relating to religion or belief under the Equality Act 2010;

(q)

a claim under the Transnational Information and Consultation of Employees Regulations 1999;

(r)

a claim under the Employment Rights Act 1996 in respect of detriment suffered in relation to making a protected disclosure;

(s)

a claim under the Employment Rights Act 1996 in respect of detriment suffered in relation to the right to be accompanied, under the Employment Relations Act 1999;

(t)

a claim of discrimination relating to age under the Equality Act 2010;

(u)

any civil claim for harassment under the Protection from Harassment Act 1997;

(v)

any civil claims for damages or compensation under applicable health and safety legislation, including the Health & Safety At Work Act 1974; and

(w)

any claim under the Data Protection Act 1998, EU General Data Protection Regulation (EU) 2016/679, UK General Data Protection Regulation or Data Protection Act 2018, as applicable.

17.3

In signing this Agreement, you confirm that you are not aware of any other claims other than those specified in clause 17 or facts or circumstances that may give rise to any claim against the Company or any Group Company or its or their employees in relation to any other matters.

17.4

By your signature of this Agreement you agree that you will not institute or commence any claims, actions or proceedings against the Company or any Group Company or any officer or employee of the Company or any Group Company in relation to the Identified Issues before any Employment Tribunal or court whether in respect of the Employee Claims or otherwise. For the avoidance of doubt, the Company acknowledges that nothing in this Agreement affects your accrued pension rights, or right to enforce this Agreement or the Second Settlement Agreement or right to bring a claim in respect of personal injury of which you are unaware and could not reasonably be expected to be aware at the date of this Agreement (except personal injury of any kind to the extent that such a claim arises out of or relies upon any alleged act of discrimination), and you represent and warrant that as at the date of signature of this Agreement, you are not aware of any circumstances which give rise or may give rise to any claim in relation to personal injury.

17.5

You represent and warrant that:

17.5.1

you have received independent legal advice from a relevant independent adviser (as defined by section 203 of the Employment Rights Act 1996) as to the terms and effect of this Agreement and in particular its effect on your ability to pursue a claim in relation to the Identified Issues and you have previously notified any and all potential claims of any nature you have or may have against the Company or any Group Company (or any of its or their officers or employees) to the Company in writing and that you have no other complaints or grounds for any claim whatsoever against the Company in relation to the Identified Issues, including without limitation the Employee Claims;

17.5.2

the name of the independent adviser referred to in clause 17.5.1 above is:

17.5.3

you are advised by the independent adviser that there is in force and was at the time you received the advice referred to above an insurance policy covering the risk of a claim by you in respect of loss arising in consequence of that advice.

17.6

You agree and acknowledge that the conditions regulating settlement and compromise agreements contained in section 147 of the Equality Act 2010, the Employment Rights Act 1996, the Trade Union and Labour Relations (Consolidation) Act 1992, Regulation 35 of the Working Time Regulations 1998, Regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the National Minimum Wage Act 1998, the Employment Relations Act 1999, sub-paragraphs (a) to (e) of r39(4) of the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009, the Posted Workers (Enforcement of Employment Rights) Regulations 2016, Regulation 40 of the Information and Consultation of Employees Regulations 2004, paragraph 12 of the schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, the Pensions Act 2008 and any other similar relevant statutory provisions relating to the compromising of statutory claims are intended to be and have been satisfied.

17.7

You agree that if you materially breach any provision in this Agreement or pursue a claim against the Company or any Group Company relating to your employment or its termination, an amount equal to the loss (including consequential loss and any legal fees or costs) which the Company and/or any Group Company suffers or incurs as a result will be immediately payable to the Company upon demand and the Company will be released from any continuing obligation under this Agreement. The Company may also pursue other rights and remedies to enforce this Agreement, including seeking an injunction and/or suspending, terminating any remaining payments or vesting events, and recovery of any payments made.

18.

Interpretation

18.1

The headings to clauses are for convenience only and have no legal effect.

19.

Whole Agreement

19.1

Each party for and on behalf of itself and, in the case of the Company, as agent for each Group Company, agrees with the other that (i) this Agreement sets out the entire agreement and understanding between you and the Company and each Group Company in relation to your employment with the Company and its termination, and supersedes all prior discussions between them or their advisers and all statements representations assurances or warranties whenever given and whether orally or in writing and (ii) neither party has relied on any statement, representation, assurance or warranty of any person (whether party to this Agreement or not and whether in writing or not) other than as expressly set out in this Agreement.

19.2

Nothing in this Agreement will, however, operate to limit or exclude any liability for fraud.

20.

Applicable Law and Jurisdiction

20.1

This Agreement will be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts to settle any dispute which may arise in connection with this Agreement.

21.

Miscellaneous

21.1

This Agreement is entered into by the Company for itself and in trust for each Group Company with the intention that each such company will be entitled to enforce it directly. The parties agree that each Group Company will be entitled to enforce the benefit of this Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999. Other than as stated in this clause 21.1, no person other than a party to this Agreement will have any rights to enforce any term of this Agreement.

21.2

This Agreement although marked ‘Without Prejudice’ and ‘Subject to Contract’ will upon signature by both parties be treated as an open document evidencing an agreement binding on the parties. This Agreement must be signed by both parties and your independent adviser must have signed the adviser’s certificate below by 16 May 2025 in order to be valid.

21.3

This Agreement may consist of one or more counterparts, each signed by one or more parties to this Agreement. If so, the signed counterparts are treated as making up one document, the date on which the last counterpart is executed will be the date of the Agreement and when executed and delivered each counterpart is treated as an original and together will constitute one document.

Name:

James Lowry

Dates of employment:

1 October 2021 - 31 May 2025

Last position held:

Global Chief Operating Officer

Regulated Reference Request

Each question must be answered. Where there is nothing to disclose, this should be confirmed by answering ‘No’ for the relevant question.

Information requested

Response

1A

Name, contact details and firm reference number of firm providing reference; or

1B

Names, contact details and firm reference numbers (where applicable) of group firms providing a joint reference

Janus Henderson Investors UK Limited                          121857

Janus Henderson Fund Management UK Limited 121859

Janus Henderson Investors International Limited 189998

People Department

Janus Henderson Investors

201 Bishopsgate, London, EC2M 3AE

POEMEA@janushenderson.com

T: 020 7818 4242

2

Individual’s name (i.e. the subject of the reference)

James Lowry

3

Dates of employment (start dates and end dates)

1 October 2021 - 31 May 2025

4

Current/last job title

Global Chief Operating Officer

5

Name, contact details and firm reference number of firm requesting the reference

[NAME]

[ADDRESS]

[PHONE NUMBER]

[FIRM REFERENCE NUMBER]

6

Date of request for reference

[DATE]

7

Date of reference

[DATE]

The answers to Questions A to F cover the period beginning six years before the date of your request for a reference and ending on the date of this reference.

Question

Response

A

Has the individual:

1)         Performed a certification function for our firm; or

2)         been an approved person for our firm.

1)         Yes

2)         Yes

B

Has the individual performed one or more of the following roles in relation to our firm:

1)         notified non-executive director;

2)         credit union non-executive director; or

3)         key function holder (other than a controlled function); or

4)         board director.

1)         No

2)         No

3)         No

4)         No

C

If we have answered ‘yes’ to either Question A or B above, we set out the details of each position held, including:

1)         what the controlled function, certification function or key function holder role is or was;

2)         (in the case of a controlled function) whether the approval is or was subject to a condition, suspension, limitation, restriction or time limit;

3)         whether any potential FCA governing function is or was included in a PRA controlled function; and

4)         the dates during which the individual held the position.

Janus Henderson Fund Management UK Limited

SMF3 Executive Director

No

N/A

7 July 2022 – 31 May 2025

Janus Henderson Fund Management UK Limited

Manager of Certification Employee

No

N/A

21 June 2022 – 31 May 2025

Janus Henderson Fund Management UK Limited

Material Risk Taker

No

N/A

1 January 2022 – 31 May 2025

Janus Henderson Investors UK Limited

SMF24 Chief Operations

No

N/A

23 February 2022 – 31 May 2025

Janus Henderson Investors UK Limited

Manager of Certification Employee

No

N/A

5 March 2025 – 31 May 2025

Janus Henderson Investors UK Limited

Material Risk Taker

No

N/A

17 April 2023 – 31 May 2025

Janus Henderson Investors International Limited

Manager of Certification Employee

No

N/A

21 June 2022 – 31 May 2025

Janus Henderson Investors International Limited

Material Risk Taker

No

N/A

17 April 2023 – 31 May 2025

D

Has the individual performed a role for our firm other than the roles referred to in Questions A and B above:

If ‘yes’, we have provided summary details of the other role(s), e.g. job title, department and business unit.

No

E

Have we concluded that the individual was not fit and proper to perform a function:

If ‘yes’, and associated disciplinary action was taken as a result, please refer to Question F below.

If ‘yes’, and no associated disciplinary action was taken as a result, we have set out below the facts which led to our conclusion.

No

F

We have taken disciplinary action against the individual that:

1)         relates to an action, failure to act, or circumstances, that amounts to a breach of any individual conduct requirements that:

a.         apply or applied to the individual; or

b.         (if the individual is or was a key function holder a notified non-executive director or a credit union non-executive director for your firm) the individual is or was required to observe under PRA rules (including if applicable, PRA rules in force before 7 March 2016); or

2)         relates to the individual not being fit and proper to perform a function

If ‘yes’, we have provided a description of the breaches (including dates of when they occurred) and the basis for, and outcome of, the subsequent disciplinary action.

1)         No

2)         No

G

Are we aware of any other information that we reasonably consider to be relevant to your assessment of whether the individual is fit and proper? This disclosure is made on the basis that we shall only disclose something that:

1)         occurred or existed:

a.         in the six years before your request for a reference; or

b.         between the date of your request for the reference and the date of this reference; or

2)          is serious misconduct

If yes, we have provided the relevant

information.

1)         No

2)         No

1.

Definitions

1.1

Capitalised terms used herein shall have the meaning given to them in the settlement agreement between you and the Company dated______________ (the First Settlement Agreement)

2.

Payments

2.1

Subject to the terms and conditions set out in the First Settlement Agreement, the Company will make the payment set out therein.

3.

Claims against the Company or any Group Company

3.1

Without any admission of liability by the Company, you agree to accept the terms set out in this Agreement in full and final settlement of any and all claims, demands, costs, expenses or rights of action which you have or may have against the Company and/or any Group Company or any of its or their officers or employees, whether at common law, statutory, pursuant to European Union law or otherwise, however arising, in connection with your employment and/or its termination (the Identified Issues).

3.2

In particular, but without limitation, the waiver and release contained in clause 3.1 extends to:

3.2.1

 any claim for damages for breach of contract or wrongful dismissal (whether brought before an Employment Tribunal or otherwise); and

3.2.2

 any claim for compensation for the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other similar scheme operated by the Company or any Group Company other than as set out in the First Settlement Agreement; and

3.2.3

 any statutory claims which you have or may have as follows:

(a)

a claim of unfair dismissal under the Employment Rights Act 1996;

(b)

a claim for a redundancy payment, under the Employment Rights Act 1996;

(c)

a claim in relation to equal terms under the Equal Pay Act 1970 and/or the Equality Act 2010;

(d)

a claim in relation to pregnancy or maternity discrimination or discrimination related to sex, marital or civil partnership status or gender reassignment under the Equality Act 2010;

(e)

a claim in respect of any right, benefit or entitlement relating to maternity, paternity or adoption leave secured by Part VIII of the Employment Rights Act 1996 or any regulations made thereunder;

(f)

a claim in relation to discrimination related to race, colour, nationality or ethnic or national origin under the Equality Act 2010;

(g)

a claim in relation to discrimination related to disability, disability –related discrimination or the failure to make adjustments under the Equality Act 2010;

(h)

a claim of unlawful deductions under the Employment Rights Act 1996;

(i)

a claim in relation to working time or holiday pay under the Working Time Regulations 1998;

(j)

a claim in relation to time off work under the Employment Rights Act;

(k)

a claim in relation to parental rights and/or flexible working the Employment Rights Act 1996;

(l)

a claim of less favourable treatment on the grounds of part-time working under regulation 8 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000;

(m)

a claim of less favourable treatment on the grounds of fixed-term status under regulation 7 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002;

(n)

a claim in relation to discrimination relating to sexual orientation under the Equality Act 2010;

(o)

a claim in relation to discrimination relating to religion or belief under the Equality Act 2010;

(p)

a claim under the Transnational Information and Consultation of Employees Regulations 1999;

(q)

a claim under the Employment Rights Act 1996 in respect of detriment suffered in relation to making a protected disclosure;

(r)

a claim under the Employment Rights Act 1996 in respect of detriment suffered in relation to the right to be accompanied, under the Employment Relations Act 1999;

(s)

a claim of discrimination relating to age under the Equality Act 2010;

(t)

any civil claim for harassment under the Protection from Harassment Act 1997;

(u)

any civil claims for damages or compensation under applicable health and safety legislation, including the Health & Safety At Work Act 1974; and

(v)

any claim under the Data Protection Act 1998, EU General Data Protection Regulation (EU) 2016/679, UK General Data Protection Regulation or Data Protection Act 2018, as applicable.

3.3

By your signature of this Agreement you agree that you have not and you will not institute or commence any claims, actions or proceedings against the Company or any Group Company or any officer or employee of the Company or any Group Company in relation to the Identified Issues before any Employment Tribunal or court whether in respect of the Employee Claims or otherwise. For the avoidance of doubt, the Company acknowledges that nothing in this Agreement affects your accrued pension rights, or right to enforce this Agreement or right to bring a claim in respect of personal injury and you represent and warrant that as at the date of signature of this Agreement, you are not aware of any circumstances which give rise or may give rise to any claim in relation to personal injury. Furthermore nothing in this Second Settlement Agreement shall affect your right to enforce the terms of your First Settlement Agreement and any such action shall not be construed as a breach of either the First Settlement Agreement or the Second Settlement Agreement.

3.4

You represent and warrant that:

3.4.1

 you have received independent legal advice from a relevant independent adviser (as defined by section 203 of the Employment Rights Act 1996) as to the terms and effect of this Agreement and in particular its effect on your ability to pursue a claim in relation to the Identified Issues and you have previously notified any and all potential claims of any nature you have or may have against the Company or any Group Company (or any of its or their officers or employees) to the Company in writing and that you have no other complaints or grounds for any claim whatsoever against the Company in relation to the Identified Issues, including without limitation the Employee Claims;

3.4.2

 the name of the independent adviser referred to in clause 3.4.1 above is

3.4.3

 you are advised by the independent adviser that there is in force and was at the time you received the advice referred to above an insurance policy covering the risk of a claim by you in respect of loss arising in consequence of that advice.

3.5

You agree and acknowledge that the conditions regulating settlement and compromise agreements contained in section 147 of the Equality Act 2010, the Employment Rights Act 1996, the Trade Union and Labour Relations (Consolidation) Act 1992, Regulation 35 of the Working Time Regulations 1998, Regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the National Minimum Wage Act 1998, the Employment Relations Act 1999, sub-paragraphs (a) to (e) of r39(4) of the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009, the Posted Workers (Enforcement of Employment Rights) Regulations 2016, Regulation 40 of the Information and Consultation of Employees Regulations 2004, paragraph 12 of the schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, the Pensions Act 2008 and any other similar relevant statutory provisions relating to the compromising of statutory claims are intended to be and have been satisfied.

3.6

For the avoidance of doubt, you confirm that the First Settlement Agreement remains in full force and effect notwithstanding the execution of this Agreement.

3.7

You agree that if you materially breach any provision in this Agreement or pursue a claim against the Company or any Group Company relating to your employment or its termination, an amount equal to the loss (including consequential loss and any legal fees or costs) which the Company and/or any Group Company suffers or incurs as a result will be immediately payable to the Company upon demand and the Company will be released from any continuing obligation under this Agreement.

4.

Interpretation

4.1

The headings to clauses are for convenience only and have no legal effect.

5.

Applicable Law and Jurisdiction

5.1

This Agreement will be construed in accordance with English law and the parties irrevocable submit to the exclusive jurisdiction of the English Courts to settle any dispute which may arise in connection with this Agreement.

6.

Miscellaneous

6.1

If the amount of any payment or the vesting of any award under this Agreement exceeds any maximum pursuant to any relevant law or regulation or is in any other respect prohibited, your entitlement under this Agreement will be reduced to the maximum allowed under such law or regulation and the Company's obligations to make any such payment or vest any such award will be reduced accordingly.

6.2

This Agreement is entered into by the Company for itself and in trust for each Group Company with the intention that each such company will be entitled to enforce it directly. The parties agree that each Group Company will be entitled to enforce the benefit of this Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999. Other than as stated in this clause 6.2, no person other than a party to this Agreement will have any rights to enforce any term of this Agreement.

6.3

This Agreement although marked ‘Without Prejudice’ and ‘Subject to Contract’ will upon signature by both parties be treated as an open document evidencing an agreement binding on the parties.

6.4

This Agreement may consist of one or more counterparts, each signed by one or more parties to this Agreement. If so, the signed counterparts are treated as making up one document, the date on which the last counterpart is executed will be the date of the Agreement and when executed and delivered each counterpart is treated as an original and together will constitute one document.