TCIM Issues Investor Presentation Outlining Why Voya Financial Shareholders Should Vote FOR No Confidence Referendum

Details How Voya Has De-Rated Under Current Leadership and Eroded Its Credibility with the Market and the Research Community

Highlights How Shareholder Concerns Have Been Met with Delay and Obstruction by Voya’s Board and Management

Urges Shareholders to Vote “FOR” the No Confidence Referendum by November 23

Shareholders With Questions About How to Vote Should Contact Okapi Partners at [e-mail]

NEW YORK--(BUSINESS WIRE)--TOMS Capital Investment Management (“TCIM”), which manages funds that together have an investment representing an approximately 4.65% economic interest in Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”), today released an investor presentation detailing the case for shareholders to consider and vote on a non-binding resolution. This non-binding resolution allows shareholders to convey unequivocally that they “no longer continue to have confidence in the board of directors (the “Board”) and management of Voya Financial, Inc.”

The presentation can be downloaded here.

Key takeaways of the presentation include:

• Voya is a high-quality franchise that has lost market credibility and seen a de-rating to its multiple under current leadership. Voya is a top-five defined contribution recordkeeper with more than $1 trillion in client assets, and approximately 90% of its earnings come from its Retirement and Investment Management businesses.¹ Yet since Heather Lavallee was named CEO, Voya has trailed the median of its core peers by approximately 40 points of total shareholder return.² Repeatedly delayed stop-loss turnaround targets and the withdrawal of guidance have deepened analysts’ doubts about management’s credibility.

• Voya has refused to engage with the substance of TCIM’s concerns or even confirm they reached the full Board. TCIM has publicly raised the de-rating of the Company’s multiple, the executive compensation, and the Company’s apparent unwillingness to engage with interested parties, and Voya has not answered a single one of these points. Its first public response instead called the referendum “manipulative” and focused on challenging TCIM’s right to solicit. Despite repeated outreach, Voya has also refused to acknowledge whether any of TCIM’s communications were circulated to the broader Board.

• The Board and management have run a campaign of delay and obstruction to silence shareholder dissent. Voya took approximately 100 days to issue its first statement to shareholders after TCIM’s first public statement, took 31 days to produce the stockholder list, and its CEO has not attended a meeting with TCIM since March. As uncovered through TCIM’s books-and-records demand, Voya lobbied the SEC to block the referendum, failed, and now refuses to produce Board minutes on those efforts.

• The market environment is positioned for M&A, particularly in the Retirement sector, and we believe there are credible buyers that Voya appears unwilling to engage with. Since TCIM’s involvement became public, Voya’s shares are up ~30% as investors price in the prospect of change. Yet despite reported takeover interest and strong acquirer appetite, media reports and comments from Voya’s peers and competitors indicate that neither management nor the Board is seeking to engage and transact.

• Shareholders deserve the opportunity to have their voices heard outside of the AGM, which is why we are running a no confidence referendum. Voya’s charter bars shareholders from calling a special meeting or acting by written consent, and the 2027 annual meeting is roughly seven months away. The referendum is the only timely, collective way for shareholders to tell the Board it must act.

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TCIM recommends that you vote “FOR” the no confidence referendum. Additional information about TCIM’s campaign, including how shareholders can make their voices heard, is available at www.unlockvoya.com.

Shareholders with questions about how to vote should contact Okapi Partners at [e-mail] or call toll-free at [phone].

Cautionary Statement Regarding Forward-Looking Statements

This communication does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. The information herein contains “forward-looking statements”. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may”, “will”, “could”, “would”, “should”, “anticipate”, “estimate”, “expect”, “predict”, “seek”, “project”, “target”, “future”, “potential”, “intend”, “plan”, “assume”, “believe”, “forecast”, “look”, “build”, “focus”, “create”, “work”, “continue”, or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe the Participants’ (as defined below) objectives, plans or goals are forward-looking. These forward-looking statements are based on the Participants’ current beliefs, expectations and assumptions and involve significant known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of such risks or uncertainties materialize, or if the Participants’ underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Forward-looking statements should not be regarded as a representation by any of the Participants that the future plans, estimates or expectations contemplated will ever be achieved, or otherwise. The Participants undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Participants in the Solicitation

The Participants have filed a definitive proxy statement (as may be amended or supplemented from time to time, the “Definitive Proxy Statement”) and accompanying proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit the views of the stockholders of Voya Financial, Inc. (“Voya”) on the no confidence referendum. The Participants have furnished the Definitive Proxy Statement and accompanying proxy card to some or all of the stockholders of Voya entitled to vote at the referendum meeting. The Definitive Proxy Statement contains important information about the no confidence referendum.

TOMS Capital Investment Management LP, TCIM Master Fund Ltd., TCIM Management GP LLC, Benjamin Pass, and Akash Bagaria (collectively, the “Participants”) are participants in the solicitation of proxies from the stockholders of Voya in connection with the no confidence referendum. As of October 27, 2026, TCIM Master Fund Ltd. has beneficial ownership of or owns derivative securities with economic exposure to 1,708,081 shares of common stock of Voya, par value $0.01 per share. As of October 27, 2026, TOMS Capital Investment Management LP, as investment advisor, may be deemed to beneficially own shares or derivative securities with economic exposure to 4,228,000 shares of common stock of Voya, par value $0.01 per share, owned by the persons it advises. As of October 27, 2026, TCIM Management GP LLC, as the general partner of TOMS Capital Investment Management LP, may be deemed to beneficially own or have economic exposure to 4,228,000 shares of common stock of Voya, par value $0.01 per share, owned directly or underlying derivative securities owned by the persons TOMS Capital Investment Management LP advises.

Disclaimer

Any information concerning Voya contained in this communication has been taken from, or based upon, publicly available information. Although the Participants do not have any information that would indicate that any information contained in this communication that has been taken from such documents is inaccurate or incomplete, the Participants do not take any responsibility for the accuracy or completeness of such information.

Important Information and Where to Find It

STOCKHOLDERS OF VOYA ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE NO CONFIDENCE REFERENDUM. STOCKHOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN THEY ARE AVAILABLE) AND OTHER DOCUMENTS FILED BY THE PARTICIPANTS WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV OR AT TOMS CAPITAL INVESTMENT MANAGEMENT LP’S WEBSITE FOR THE NO CONFIDENCE REFERENDUM AT WWW.UNLOCKVOYA.COM. FURTHER, STOCKHOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN THEY ARE AVAILABLE) BY DIRECTING A REQUEST TO THE PARTICIPANTS’ PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036. SHAREHOLDERS CAN CALL TOLL-FREE: [phone].

^1	LTM Adjusted Operating Income (ex. Corporate) as of 2Q’26
^2	CEO Tenure TSR measured from July 7, 2022 – October 23, 2026. Core peers are BEN, GWO-CA, IVZ, PFG, SLF-CA, and UNM. Source: FactSet