Notice of Interest in Shares

TR-1 Notice of Interest in Shares

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

Dignity 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: iii

Baring International Investment Limited ("BIIL")

OppenheimerFunds, Inc. ("OFI")

OFI Institutional Asset Management, Inc. ("OFII")

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

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

September 16, 2011

6. Date on which issuer notified:

September 19, 2011

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

5% (aggregate position increased to 5.0909%)

8. Notified details:

Company Secretary, Richard Portman @ [email protected]

4 King Edwards Court, King Edward Square, Sutton Coldfield, West Midlands, B73 6AP

A: Voting rights attached to shares viii, ix

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 x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB00B14W3659

BAM: 1,166

OFI: 2,759,244  

Total: 2,760,410

BAM: 1,166

OFI: 2,759,244  

Total: 2,760,410

BIIL*: 24,414

OFI: 2,414,306

OFII: 348,932  

 Total: 2,787,652

BIIL*: 24,414

OFI: 2,414,306

OFII: 348,932  

Total: 2,787,652

BIIL*: 0.0446%

OFI: 4.4092%

OFII: 0.6372%  

Total: 5.0909%

* See chain of command in section 9 below.

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

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

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

BIIL: 24,414

OFI: 2,414,306

OFII: 348,932  

Total: 2,787,652

BIIL: 0.0446%

OFI: 4.4092%

OFII: 0.6372%  

Total: 5.0909%

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

Massachusetts Mutual Life Insurance Company is the ultimate parent company of OppenheimerFunds, Inc. ("OFI"), Baring Asset Management Limited ("BAM"), and Baring Asset Management LLC ("BAMLLC").

OFI Institutional Asset Management, Inc. ("OFII") is a wholly-owned subsidiary of OFI.

Baring International Investment Limited ("BIIL") is a wholly-owned subsidiary of BAM. With respect to the BIIL shares noted above, the accounts are contracted to BAMLLC; however, BAMLLC has delegated day-to-day investment management of such accounts to BIIL. BIIL also maintains voting discretion for such accounts.

The percentage of holdings noted above is based on total outstanding shares of 54,757,054.

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

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

13. Additional information:

14. Contact name:

Susan Beaudin, Massachusetts Mutual Life Insurance Company

15. Contact telephone number:

011 (413)744-5956