Henderson Group - Director/PDMR Shareholding x3

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Andrew Formica

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Henderson Group plc

b)

LEI

2138009WPYMWJN3RVF44

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary Shares of 12.5p each

Identification code

JE00B3CM9527

AU000000HGG2

b)

Nature of the transaction

Henderson Group Long Term Incentive Plan (LTIP)

Nil-cost options capable of vesting after three years subject to performance conditions, including relative TSR, over three to four calendar years.

2014 LTIP: 510,867 nil-cost options lapsed having failed to meet their performance criteria.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£0.00

0

d)

Aggregated information

- Aggregated volume

0

- Aggregated Price

-Total Aggregated Price

£0.00

£0.00

e)

Date of the transaction

9 February 2017

f)

Place of the transaction

London Stock Exchange (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Roger Thompson

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Henderson Group plc

b)

LEI

2138009WPYMWJN3RVF44

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary Shares of 12.5p each

Identification code

JE00B3CM9527

AU000000HGG2

b)

Nature of the transaction

Henderson Group Long Term Incentive Plan (LTIP)

Nil-cost options capable of vesting after three years subject to performance conditions, including relative TSR, over three to four calendar years.

2014 LTIP: 240,884 nil-cost options lapsed having failed to meet their performance criteria.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£0.00

0

d)

Aggregated information

- Aggregated volume

0

- Aggregated Price

-Total Aggregated Price

£0.00

£0.00

e)

Date of the transaction

9 February 2017

f)

Place of the transaction

London Stock Exchange (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Philip Wagstaff

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Henderson Group plc

b)

LEI

2138009WPYMWJN3RVF44

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary Shares of 12.5p each

Identification code

JE00B3CM9527

AU000000HGG2

b)

Nature of the transaction

Henderson Group Long Term Incentive Plan (LTIP)

Nil-cost options capable of vesting after three years subject to performance conditions, including relative TSR, over three to four calendar years.

2014 LTIP: 213,400 nil-cost options lapsed having failed to meet their performance criteria.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£0.00

0

d)

Aggregated information

- Aggregated volume

0

- Aggregated Price

-Total Aggregated Price

£0.00

£0.00

e)

Date of the transaction

9 February 2017

f)

Place of the transaction

London Stock Exchange (XLON)