Henderson Group - Opening Position Disclosure

(a) Identity of the party to the offer making the disclosure:

HENDERSON GROUP PLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer

GARTMORE GROUP LIMITED

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

12 JANUARY 2011

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES - MADE 12 JANUARY 2011 RE. HENDERSON GROUP PLC SHARES

Class of relevant security:

Ordinary

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Derivatives (other than options):

Nil

-

Nil

-

(3) Options and agreements to purchase/sell:

Nil

-

Nil

-

TOTAL:

Nil

-

Nil

-

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

1. The following directors of the offeree who are holders of relevant securities in the offeree to which this disclosure relates or have an interest in such securities have given irrevocable undertakings to vote in favour of the Scheme:

Name

Number of Gartmore Shares

Percentage of issued capital

1

Jeffrey Meyer

6,983,104

1.91

2

Keith Starling

2,887,139

0.79

3

Andrew Skirton

619,672

0.17

4

David Lindsell

47,852

0.01

5

David Barclay

22,727

TOTAL

10,560,494

2.9

Notes:

These undertakings will continue to be binding even if a Competing Proposal is made which exceeds the value of the Acquisition and even if such higher Competing Proposal is recommended for acceptance by the Gartmore Directors. However, these undertakings shall cease to be binding if the Scheme or Takeover Offer lapses or is withdrawn or if the Implementation Agreement is terminated in accordance with its terms.

2. The following holders of relevant securities in the offeree to which this disclosure relates have given irrevocable undertakings to vote in favour of the Scheme:

Name

Number of Gartmore Shares

Percentage of issued capital

1

Hellman & Friedman Acquisition I Limited(1)

65,433,875

17.97

2

Hellman & Friedman Acquisition II Limited(1)

9,304,990

2.53

3

Roger Guy(1)

16,912,302

4.64

4

Henderson New Star(2)

44,044,695(3)

12.10

5

Lansdowne Partners(2)

8,532,246 (as opposed to the figure of 18,200,000 which was set out in the 2.5 announcement of even date)

2.34 (as opposed to the figure of 5.00 which was set out in the 2.5 announcement of even date)

6

Barclays Wealth Trustees (Guernsey) Limited(1)(4)

2,830,339

0.77

TOTAL

147,058,447 (as opposed to the figure of 156,726,201 which was set out in the 2.5 announcement of even date)

40.40 (as opposed to the figure of 43.01 which was set out in the 2.5 announcement of even date)

Notes:

(1) These undertakings will continue to be binding even if a Competing Proposal is made which exceeds the value of the Acquisition and even if such higher Competing Proposal is recommended for acceptance by the Gartmore Directors. However, these undertakings shall cease to be binding if the Scheme or Takeover Offer lapses or is withdrawn or if the Implementation Agreement is terminated in accordance with its terms.

(2) These undertakings will continue to be binding if there is a Competing Proposal unless such Competing Proposal represents an improvement of not less than 10 per cent. on the price per Gartmore Share under the Acquisition as set out in this announcement and Henderson does not match that Competing Proposal within seven days of the announcement of the Competing Proposal. In addition, these undertakings shall cease to be binding if the Scheme or Takeover Offer lapses or is withdrawn or if the Implementation Agreement is terminated in accordance with its terms.

(3) Henderson New Star's holding comprises of interests in 3,908,959 (1.07%) Gartmore Shares held through contracts for difference and beneficial interests in 40,135,736 (11.03%) Gartmore Shares.

(4) This undertaking is over unallocated shares held as trustee for the Gartmore Omnibus Incentive Plan and the number of shares will therefore fluctuate as Gartmore Shares cease to be or become unallocated.

3. The following holders of relevant securities in the offeree to which this disclosure relates have given irrevocable undertakings to agree to and to be bound by the Scheme:

Name

Number of Gartmore Shares

Percentage of issued capital

1

John Bennett

11,582,939

3.18

2

Christopher Palmer

5,842,572

1.60

3

John Clive Stewart

5,348,419

1.46

4

Neil Rogan

5,178,911

1.42

5

Robert Giles

4,341,143

1.19

6

Christopher Burvill

4,295,937

1.18

7

Ben Shaheen Wallace

4,210,486

1.15

8

Charles Edward Awdry

2,232,344

0.61

9

Adam James McConkey

2,078,237

0.57

10

Simon John Peters

1,783,822

0.49

11

Leopold Arminjon

1,463,193

0.40

12

Tomas Pinto

1,463,193

0.40

13

Anthony John Lanning

587,497

0.16

14

Luke Christian Newman

506,948

0.13

15

Simon Melluish

50,065

0.01

TOTAL

50,965,706

13.95

Notes:

These undertakings will continue to be binding even if a Competing Proposal is made which exceeds the value of the Acquisition and even if such higher Competing Proposal is recommended for acceptance by the Gartmore Directors. However, these undertakings shall cease to be binding if the Scheme or Takeover Offer lapses or is withdrawn.

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure (as agreed between the parties):

To be disclosed in a supplemental opening position disclosure as soon as is practicable

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

13 January 2011

Matthew Purkis, Company Secretary

Telephone number:

020 7818 2959