EXCHANGE AGREEMENTExchange Agreement • June 20th, 2013 • Janus Capital Group Inc • Investment advice
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Janus Capital Group Inc. (the “Company”) on June 14, 2013 whereby the Holders will exchange (the “Exchange”) the Company’s 3.25% Convertible Senior Notes due 2014 (the “Existing Notes”) for the Company’s new 0.75 % Convertible Senior Notes due 2018 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of November 6, 2001 (the “Base Indenture”) between the Company and the Bank of New York Mellon Trust Company, N.A., (as successor to The Chase Manhattan Bank) (the “Trustee”), as supplemented by the Third Supplemental Indenture thereto, to be dated as of June 19, 2013 (the “Supplement,” and, together w
