Henderson Group - Holding(s) in Company - AMP

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached:

Henderson Group plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation:

AMP Life Limited, AMP Capital Investors Limited, Ipac Asset Management Limited

4. Full name of shareholder(s)  (if different from 3.):

FSS Trustee Corporation ATF First State Super Scheme

5. Date of the transaction and date onwhich the threshold is crossed orreached:

23 February 2017

6. Date on which issuer notified:

24 February 2017

7. Threshold(s) that is/are crossed orreached:

3% (crossing above 3%)

8. Notified details:

A: Voting rights attached to shares

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights

Direct

Direct

Indirect

Direct

Indirect

AU000000HGG2(CDI)

33,152,084

33,152,084

34,535,238

33,476,979

1,058,259

2.9577%

0.0935%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate

Exercise/Conversion Period

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date

Exercise/Conversion period

Number of voting rights instrument refers to

% of voting rights

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

34,535,238

3.0512%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable:

AMP Life Limited is an indirect wholly owned subsidiary of AMP Limited

AMP Capital Investors Limited is an indirect majority owned subsidiary of AMP Limited

Ipac Asset Management Limited is an indirect wholly owned subsidiary of AMP Limited

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease to hold:

12. Date on which proxy holder will cease to hold voting rights:

13. Additional information:

33 Alfred StreetSydney New South Wales 2000

Australia

Fax: +61 2 9257 1599

14. Contact name:

Natalie Kooyman, Head of Enterprise Risk Management, AMP Capital Investors Limited

15. Contact telephone number:

+61 2 9257 3615