AMP LIMITED — Major Shareholding Notification 2016

Mar 3, 2016

Henderson Group plc

3 March 2016

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 of Henderson Group plc 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 Life Limited, AMP Capital notification obligation: Investors Limited, Ipac Asset Management Limited 4. Full name of shareholder(s) (if different from 3.): AUSCOAL Superannuation Fund, FSS Trustee Corporation ATF First State Super Scheme, IAG Asset Management atf IAGAM Equity Trust, Insurance Manufacturers of Australia Pty Limited, QLD Local Government Super Board, Suncorp Group Australia Equity Active Trust and Nikko AM Australian Shares Multi-Manager Fund - Tyndall

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

5. Date of the transaction (and date on which the 02 March 2016 threshold is crossed or reached if different):

6. Date on which issuer notified:

03 March 2016

7. Threshold(s) that is/are crossed or reached:

4% (crossing below 4%)

8. Notified details:

A: Voting rights attached to shares

5. Date of the transaction(and date on which the threshold is crossed or reached if different):	5. Date of the transaction(and date on which the threshold is crossed or reached if different):	5. Date of the transaction(and date on which the threshold is crossed or reached if different):	5. Date of the transaction(and date on which the threshold is crossed or reached if different):	5. Date of the transaction(and date on which the threshold is crossed or reached if different):	5. Date of the transaction(and date on which the threshold is crossed or reached if different):	5. Date of the transaction(and date on which the threshold is crossed or reached if different):	5. Date of the transaction(and date on which the threshold is crossed or reached if different):	5. Date of the transaction(and date on which the threshold is crossed or reached if different):	02 March 2016	02 March 2016	02 March 2016	02 March 2016	02 March 2016	02 March 2016
6. Date on which issuer notified:									03 March 2016
7. Threshold(s) that is/are crossed or reached:									4% (crossing below 4%)
8. Notified details:
A: Voting rights attached to shares
Class/type 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
AU000000HG G2(CDI)	45,759,276		45,759,276		44,714,679		42,944,042			1,770,637	3.795%		0.156%
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
44,714,679						3.951%

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

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 majority 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