AMP LIMITED — Major Shareholding Notification 2015

Oct 19, 2015

Henderson Group plc

19 October 2015

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)

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached:	1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached:	1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached:	Henderson Group plc	Henderson Group plc	Henderson Group plc
**2. Reason for the notification **(please tick the appropriate box or boxes)
An acquisition or disposal of voting rightsAn acquisition or disposal of financial instruments which may result in theacquisition of shares already issued to which voting rights are attachedAn event changing the breakdown of voting rightsOther (please specify):				X
	acqu	son or sposa o vong rgs
	acquuisitievener (p	isition or disposal of financial instruments whion of shares already issued to which voting rit changing the breakdown of voting rightslease specify):	ch may result in theghts are attached
3.not					pitalet
	Full n	ame of person(s) subject to theion obligation:	AMP Life Limited, AMP CaInvestors Limited, Ipac AssManagement Limited
	ificat
4. Full name of shareholder(s)(if different from 3.):	Full n	ame of shareholder(s)(if different from 3.):	AMP Capital Asia Quant FuAUSCOAL SuperannuationFund, FSS Trustee CorporaATF First State Super ScheGovernment EmployeesSuperannuation Board,Stihti Pifd

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

==> picture [470 x 661] intentionally omitted <==

----- Start of picture text ----- Board, Russell InvestmentManagement Limited, SuncorpGroup Australia Equity ActiveTrust and Nikko AM AustralianShares Multi-Manager Fund5. Date of the transaction (and date on which the 15 October 2015threshold is crossed or reached if different):6. Date on which issuer notified: 16 October 20157. Threshold(s) that is/are crossed or reached: 3% (crossing above 3%)8. Notified details:A: Voting rights attached to sharesClass/t Situation previous to Resulting situation after the triggering transactionype of the Triggeringshares transaction if Number of Number of Number of Number of voting % of voting rightspossible Shares Voting shares rightsusing theRightsISINCODE Direct Direct Indirect Direct IndirectAU0000 33,203,392 33,203,392 35,019,448 32,525,215 2,494,233 2.860% 0.219%00HGG2(CDI)B: Financial InstrumentsResulting situation after the triggering transactionType of financial Expiration Exercise/ Conversion Number of voting % of votinginstrument date Period/ Date rights that may be rightsacquired if theinstrument isexercised/ converted.Total (A+B)Number of voting rights % of voting rights----- End of picture text -----

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

35,019,448

3.079%

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: 33 Alfred Street Sydney New South Wales 2000 Australia Fax: +61 2 9257 1599 14. Contact name: Natalie Kooyman, Head of Enterprise Risk Management, AMP Capital Investors Limited 15. Contact telephone number: +61 2 9257 3615

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

ANNEX NOTIFICATION OF MAJOR INTERESTS IN SHARES

A: Identity of the person or legal entity subject to the notification obligation	A: Identity of the person or legal entity subject to the notification obligation
Full name(including legal form for legal entities)	AMP Life Limited, AMP CapitalInvestors Limited, and Ipac AssetManagement Limited – each acompany incorporated in Australia
Contact address(registered office for legal entities)	33 Alfred StreetSydney New South Wales 2000Australia
Phone number	+61 2 9257 3615
Other useful information(at least legalrepresentative for legal persons)	Contact:NatalieKooyman,AMPCapital Investors Limited

B:Identity of the notifier, if applicable
Full name
Contact address
Phone number
Other useful information(e.g. functionalrelationship with the person or legal entity subject to thenotification obligation)

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