INSIGNIA FINANCIAL LTD — Major Shareholding Notification 2012

May 30, 2012

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:	1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:	Henderson Group plc	Henderson Group 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 the notification obligation:	IOOF Holdings Limited
4. Full name of shareholder(s) (if different from 3.):	IOOF Holdings Limited and its subsidiaries
5. Date of the transaction and date on which the threshold is crossed or reached:	28 May 2012
6. Date on which issuer notified:	30 May 2012
7. Threshold(s) that is/are crossed or reached:	6% (crossing above 6%)

8. Notified details:

A: Voting rights attached to shares

8. Notified details:	8. Notified details:	8. Notified details:	8. Notified details:	8. Notified details:	8. Notified details:	8. Notified details:	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
Ordinary shares	57,058,774	57,058,774	68,844,815	68,844,815		6.2%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

B: Qualifying Financial Instruments	B: Qualifying Financial Instruments	B: Qualifying Financial Instruments	B: Qualifying Financial Instruments	B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument	Expiration date	Exercise/ Conversion Period	Number of voting rights that may be acquired if the instrument is exercised/ converted.	% of voting rights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments	C: Financial Instruments with similar economic effect to Qualifying Financial Instruments	C: Financial Instruments with similar economic effect to Qualifying Financial Instruments	C: Financial Instruments with similar economic effect to Qualifying Financial Instruments	C: Financial Instruments with similar economic effect to Qualifying Financial Instruments	C: Financial Instruments with similar economic effect to Qualifying Financial Instruments	C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument	Exercise price	Expiration date	Exercise/ Conversion period	Number of voting rights instrument refers to	% of voting rights~~,~~
					Nominal	Delta

Total (A+B+C)

Total (A+B+C)	Total (A+B+C)
Number of voting rights	Percentage of voting rights
68,844,815	6.2%

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

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:	9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:	9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
Perennial Investment Partners Limited (ACN 087 901 620) – 68,828,478 IOOF Investment Management Limited (ACN 006 695 021) – 16,337
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 voting rights:	hold
13. Additional information:		Level 6, 161 Collins Street Melbourne
14. Contact name:		Danielle Corcoran (Company Secretary)
15. Contact telephone number:		+61 (0)3 9028 3048