Henderson Group - Board & corp structure changes

Update on Board membership and change in corporate structure

13 December 2012

The Chairman of Henderson Group plc (the Company), Rupert Pennant-Rea, will stand down from the board at the Annual General Meeting in May 2013, when he will have been a director for almost nine years. Mr Pennant-Rea said: "The Company has come a long way since it demerged from AMP and relisted, and has made two successful acquisitions in recent years. I am leaving the Company and the Board in good shape.''

The Board expresses its gratitude for his service to the Company and its shareholders and the Board and staff at Henderson Group wish Mr Pennant-Rea every success for his future endeavours. Mr Pennant-Rea is currently the Chairman of The Economist Group. He is also a director of Go-Ahead Group plc, Gold Fields Limited (South Africa) and Hochschild Mining plc. He has today been appointed to the Royal London Group board as a non-executive director and Chairman designate. A comprehensive search for his successor is underway.

In addition, the Company today announces a change in its tax residency from the Republic of Ireland to the UK ('change of residency') by means of a corporate restructuring. The UK government's Controlled Foreign Company reform means the Group's tax position and effective tax rate are unaffected by now having a UK resident parent company. This change of residency is effective immediately.

Furthermore, as all strategic decision making will now reside in the UK, the Board has decided to reduce the number of Executive Directors on the Board and therefore David Jacob and James Darkins have stepped down with effect from 12 December 2012.

The Group also announces today the appointment of Ms Jacqui Irvine as Company Secretary with effect from 12 December 2012 replacing Ms Fionnuala Hanrahan.

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766