Henderson Group plc - Directorate Change Confirmed

Appointment and Resignation of Directors confirmed

27 June 2013

Further to the announcement of 12 April 2013, Henderson Group plc ('the Group') confirms that Shirley Garrood resigned as CFO and as a Director the Group and Roger Thompson was appointed as CFO and as a Director of the Group with effect from 26 June 2013. A summary of Mr Thompson's key terms of employment are included in this announcement.

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766

Summary of key terms of employment - Roger Thompson

In determining Mr Thompson's employment arrangements, the Henderson Group Board took into account benchmarking against peer financial institutions and other relevant data provided by external remuneration consultants.

1. Duration of the Contract

Mr Thompson is employed under a continuous contract with no fixed term.

2. Remuneration

Basic salary - Mr Thompson's basic salary is £330,000. This is reviewed annually with the next review to occur in March 2014.

Pension - Mr Thompson will join as a member of the defined contribution section of the Henderson Group Pension Scheme on the same basis as other employees and will receive a Company contribution, currently 10.5% of basic salary into the pension plan. Basic salary for pension plan purposes is limited by the operation of a scheme earnings cap which is £139,140. Mr Thompson will remain eligible to participate in the Henderson Self Invested Personal Pension (operated through Hargreaves Lansdown) and make additional regular contributions from his monthly salary or one-off contributions from any annual discretionary bonus award.

Short Term Incentive ('STI') - the range of Mr Thompson's annual STI payment will be up to a maximum of 300% of his basic salary. The actual STI payment will be determined by the Board in its absolute discretion having regard to the achievement of performance objectives set by the Board. An element of any payment may be deferred into Henderson Group shares in accordance with the Company's deferral policy into the Deferred Equity Plan ('DEP'). Mr Thompson has a STI guarantee for 2013 of £495,000 payable in March 2014.

Long Term Incentive Plan ('LTIP') - Mr Thompson will participate in the same LTIP applying to other senior executives. He will be eligible to receive annual awards in the LTIP of up to 300% of his basic salary. The actual amount awarded to Mr Thompson will be determined by the Board at its discretion. Awards are subject to the achievement of performance hurdles over a 3-year period. Mr Thompson will be awarded 350,000 nil priced options vesting in April 2016 following his appointment.

Mr Thompson will receive a Restricted Share plan ('RSP') award of up to £500,000 (on employment based conditions), subject to evidence of forfeited awards at his previous employer and converted to company shares vesting December 2014. These will be converted to shares based on the average LSE mid-market price of shares on the last five trading days of June.

All employee share plans - Mr Thompson will be eligible to participate in the Sharesave Plan ('SAYE') and Buy as You Earn Plan ('BAYE') which are HM Revenue & Customs approved plans with the proviso that, where applicable, such awards are made to him from the on-market purchase of securities rather than new issuance of securities.

Mr Thompson will be eligible to participate in the Company's benefit plans, such as, private healthcare and tax-efficient salary sacrifice plans, these benefits being available to all staff.

3. Termination of employment

Mr Thompson service agreement is terminable on not less than 12 months written notice by the Company or on not less than six months written notice by Mr Thompson. The agreement also permits the Company to terminate his employment immediately by paying a sum equivalent to 12 months basic salary. The service agreement also allows the Company to suspend him from duties at any time once notice has been given by either party, provided he continues to receive full pay. Under certain circumstances (e.g. serious misconduct) the Company may terminate employment immediately with no further liability to make any further payment (other than amounts accrued to the date of termination). 

On termination of Mr Thompson's employment, the Board at its sole discretion may pay a pro-rated STI in relation to the final part year of employment and vest any outstanding unvested shares in any share plans. In the case of the LTIP, any such pro-rated awards would only vest at the end of the scheme based upon the scheme results and completed month's service.

4. Non competition and non solicitation

After termination of Mr Thompson's employment for any reason, Mr Thompson may not compete, nor solicit customers or employees of Henderson Group for 12 months after termination (less any period served on 'gardening leave').