Henderson Group - Holding(s) in Company - AMP

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

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

An event changing the breakdown of voting rights

Other (please specify):

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

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

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

AMP Capital Asia Quant Fund, AUSCOAL Superannuation Fund, FSS Trustee Corporation ATF First State Super Scheme, Government Employees Superannuation Board, Stichting Pensioenfonds Hoogovens, IAG Asset Management atf IAGAM Equity Trust, Insurance Manufacturers of Australia Pty Limited, QLD Local Government Super Board, Russell Investment Management Limited, Suncorp Group Australia Equity Active Trust and Nikko AM Australian Shares Multi-Manager Fund

5. Date of the transaction (and date on which the threshold is crossed or reached if different):

15 October 2015

6. Date on which issuer notified:

16 October 2015

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

3% (crossing above 3%)

8. Notified details:

A: Voting rights attached to shares

Class/type of shares

 if possible using the ISIN CODE

Situation previous to the Triggering transaction

Resulting situation after the triggering transaction

Number of Voting Rights

Number of shares

Number of voting rights

% of voting rights

Direct

Indirect

Direct

Indirect

AU000000HGG2(CDI)

33,203,392

33,203,392

35,019,448

32,525,215

2,494,233

2.860%

0.219%

B: Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date

Exercise/ Conversion Period/ Date

Number of voting rights that may be acquired if the instrument is exercised/ converted.

% of voting rights

Total (A+B)

Number of voting rights

% of voting rights

35,019,448

3.079%

9. Chain of controlled undertakings through which the voting rights and/or the financial 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 wholly 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

A: Identity of the person or legal entity subject to the notification obligation

Full name (including legal form for legal entities)

AMP Life Limited, AMP Capital Investors Limited, and Ipac Asset Management Limited - each a company incorporated in Australia

Contact address (registered office for legal entities)

33 Alfred StreetSydney New South Wales 2000Australia

Phone number

+61 2 9257 3615

Other useful information (at least legal representative for legal persons)

Contact: Natalie Kooyman, AMP Capital Investors Limited

B: Identity of the notifier, if applicable

Full name

Contact address

Phone number

Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)