AMP LIMITED — Major Shareholding Notification 2012

Sep 6, 2012

Financial Services Authority

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Henderson Group plc

6 September 2012

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: AMP Capital Investors Limited, and Ipac Asset Management Limited

269500v1 HGI SSN notification (7(2) December 2010).DOC

4. Full name of shareholder(s)(if different from 3.):	4. Full name of shareholder(s)(if different from 3.):	4. Full name of shareholder(s)(if different from 3.):	4. Full name of shareholder(s)(if different from 3.):	4. Full name of shareholder(s)(if different from 3.):	4. Full name of shareholder(s)(if different from 3.):	4. Full name of shareholder(s)(if different from 3.):	4. Full name of shareholder(s)(if different from 3.):	Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund, Government Employees Superannuation Board, Queensland Local Government Superannuation Board, Russell Investment Management Limited, Stichting Pensioenfonds ABP, State Super Financial Services Australia Limited and Stichting Pensioenfonds Hoogovens	Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund, Government Employees Superannuation Board, Queensland Local Government Superannuation Board, Russell Investment Management Limited, Stichting Pensioenfonds ABP, State Super Financial Services Australia Limited and Stichting Pensioenfonds Hoogovens	Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund, Government Employees Superannuation Board, Queensland Local Government Superannuation Board, Russell Investment Management Limited, Stichting Pensioenfonds ABP, State Super Financial Services Australia Limited and Stichting Pensioenfonds Hoogovens	Commonwealth Bank Officers Superannuation Corporation Pty Limited as trustee for the Officers’ Superannuation Fund, Government Employees Superannuation Board, Queensland Local Government Superannuation Board, Russell Investment Management Limited, Stichting Pensioenfonds ABP, State Super Financial Services Australia Limited and Stichting Pensioenfonds Hoogovens
5. Date of the transaction(and date on which the threshold is crossed or reached if different):								05 September 2012
6. Date on which issuer notified:								06 September 2012
7. Threshold(s) that is/are crossed or reached:								5% (crossing below 5%)
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
AU0000 00HGG2 (CDI)	55,915,469		55,915,469		54,513,115	47,456,110		7,057,005	4.266%		0.634%
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			% of voting rights

269500v1 HGI SSN notification (7(2) December 2010).DOC

exercised/ converted. Total (A+B) Number of voting rights % of voting rights 54,513,115 4.90%

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.

Ipac Asset Management 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:

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

13. Additional information: Level 24, AMP Sydney Cove Building 33 Alfred Street Sydney New South Wales 2000 Fax: +61 2 9257 1541

269500v1 HGI SSN notification (7(2) December 2010).DOC

14. Contact name:	James Crook, Senior Legal Counsel, AMP Capital Investors Limited
15. Contact telephone number:	+61 2 9257 1512

269500v1 HGI SSN notification (7(2) December 2010).DOC