AMP LIMITED — Major Shareholding Notification 2010

Dec 7, 2010

Financial Services Authority

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Henderson Group plc

7 December 2010

Attached is a notification which was required to be announced under London Stock Exchange Listing Rules.

TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES

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

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 AMP Limited, AMP Life Limited notification obligation: and AMP Capital Investors Limited

4. Full name of shareholder(s) (if different from 3.): Stichting Pensionfonds Hoogovens, Stichting Pensionfonds ABP, Government Employees Superannuation Board, QLD Local Government Superannuation Board and

Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund. 5. Date of the transaction (and date on which the 25 October 2010 threshold is crossed or reached if different):

6. Date on which issuer notified:

7 December 2010

7. Threshold(s) that is/are crossed or reached: 4% (crossing below 4%)

8. Notified details:

A: Voting rights attached to shares

									Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund.	Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund.	Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund.	Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund.
5. Date of the transaction(and date on which the threshold is crossed or reached if different):									25 October 2010
6. Date on which issuer notified:									7 December 2010
7. Threshold(s) that is/are crossed or reached:									4% (crossing below 4%)
8. Notified details:
A: Voting rights attached to shares
Class/t ype of shares if possible using the ISIN CODE	Situation previous to the Triggering transaction			Resulting situation after the triggering transaction
	Number of Shares		Number of Voting Rights	Number of shares	Number of voting rights					% of voting rights
				Direct	Direct			Indirect		Direct		Indirect
Ordinary shares (via CHESS Deposita ry Interests )	36,354,291		36,354,291	32,331,559	23,147,740			9,183,819		2.80%		1.10%
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

32,331,559 3.90%

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.

Proxy Voting:

10. Name of the proxy holder: 11. Number of voting rights proxy holder will cease to hold:

Proxy Voting:	Proxy Voting:	Proxy Voting:	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:
	voting rights:
	13. Additional information:	Level 24, AMP Sydney Cove Building 33 Alfred Street Sydney New South Wales 2000 Fax: +61 2 9257 1541
	14. Contact name:	James Crook, Senior Legal Counsel, AMP Capital Investors Limited
	15. Contact telephone number:	+61 2 9257 1512