Henderson Group - Share Buyback

7th December 2015

Henderson Group plc (the "Company")

Share Buyback Programme

Further to the announcement by the Company on 8th September 2015 of the commencement of a share buyback programme, the Company announces that, on 7th December 2015, it purchased the following number of its ordinary shares of 12.5 pence each (Shares) for cancellation and the following number of its CHESS Depositary Interests (CDIs) to be converted into a holding of Shares for cancellation:

Upon settlement of the above transaction, the Company will have 1,133,249,846 Shares in issue, of which 635,809,076 are held in the form of CDIs, equating to a total issued share capital of 1,133,249,846. This figure represents the total number of voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Rules and Transparency Rules.

Of the £25 million that the Company intends to expend on buying Shares (including CDIs which have been converted to Shares), it will have expended £20,902,149 following the settlement of today's purchase.