HGG.L Regulatory News (HGG)

Annual General Meeting

1 May 2013

Henderson Group plc holds its 2013 Annual General Meeting today.

The scripts for the opening addresses by the Chairman and the Chief Executive are attached.

Part one: Henderson Group Chairman's address to Shareholders.

Part two: Henderson Group Chief Executive's address to Shareholders.

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Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766

Chairman's address

2012 was a difficult year for the world, and therefore a testing year for Henderson. A combination of slower global growth, rising unemployment in many countries and the eurozone crisis all weighed on the markets and affected our performance.

We tackled these challenges mainly by streamlining the Group. The changes simplified our business structure, clarified the products we offer and speeded up the way we make decisions. Above all, these changes are intended to help us meet the needs of both our clients and our shareholders.

These changes were supplemented by a number of investments. In the past year:

·; we bought a 50% interest in Northern Pines Capital LLC, a US long/short equity hedge fund manager;

·; we hired a team of US-based credit specialists;

·; we strengthened our position in the French property market, acquiring Horizon Investment Management France SAS;

·; in response to the Retail Distribution Review in the UK, we formed a strategic alliance with Sesame Bankhall Group, the country's largest IFA network, and Intrinsic Financial Services Limited; and

·; we started building a proper business in Australia, hiring an Executive Chairman, Rob Adams, to set up not only a distribution arm but also to attract some asset managers in Australia. We have recently announced the acquisition of a 33% interest in 90 West Asset Management, an Australian-based manager specialising in natural resources.

These strategic alliances and smaller acquisitions are an effective way to strengthen and diversify the business, even as we concentrate on organic growth.

I would now like to comment briefly on the company's financial performance and on the Board.

In terms of our financial performance, the point I want to highlight today is that we generated strong cash flows. As a result, in line with our progressive dividend policy, the Board is recommending a final dividend for 2012 of 5.05 pence per share. This will bring the total dividend for 2012 to 7.15 pence per share, a 2% increase over 2011. The proposed final dividend will be paid on 31 May to shareholders who are on the register on 10 May. We will continue to apply our dividend formula so that, provided the money is there, the interim dividend is 30% of the previous year's total dividend.

Turning now to the Board, Gerry Aherne left us in May and Sarah Arkle joined in September. In December we announced a change in the Company's tax residency from the Republic of Ireland to the UK. With all strategic decision-making now back in London, we were able to reduce the number of Executive Directors, and David Jacob and James Darkins stood down from the Board. This year, Shirley Garrood will stand down as a Director and as CFO on 1 July 2013, having decided to retire next year. I would like to extend my thanks to Gerry, David, James and Shirley for their valuable contributions.

On a more personal note, after almost nine years as a Director, I will be leaving the Group following today's Annual General Meeting. Henderson has come a long way since the demerger from AMP in 2003 and it has been a privilege to act as your Chairman. Richard Gillingwater, who was recently appointed as a Non-Executive Director, will become Chairman at the end of today's AGM. Henderson will be well served by someone of Richard's standing, and his extensive boardroom experience will be a great asset to the Company. I wish him every success.

Looking ahead, although the global growth outlook is still a cause for concern, financial markets have had a strong start to 2013. Provided inflation remains low, the pressure on real incomes will ease, which in time will have a positive impact on economic growth. Whatever happens in the wider world, Henderson is committed to delivering the products and services our clients need and investing where we see potential for growth. I am confident the changes we have made have put us in a stronger position to weather economic turbulence and, more importantly, to capitalise on growth opportunities in the future.

Our central goal is to be a trusted partner for our clients, providing a service that meets or exceeds their expectations, and to deliver value to our shareholders. The Board and I would like to thank all our staff and our shareholders for their support.

Chief Executive's address

2012 was another year that started optimistically but was soon overshadowed by political and economic uncertainty, leading to a slide in markets in the second quarter. A combination of bank bailouts and quantitative easing provided some relief, and markets climbed again after the President of the European Central Bank, Mario Draghi, pledged to preserve the euro. Despite this volatile and uncertain backdrop, equity markets ended the year higher than 2011.

Governments and regulators around the world continue to drive regulatory change aimed at improving the operation, security and ultimately the reputation of global wholesale and retail markets. In the UK, rule changes such as the Retail Distribution Review emphasise the regulatory commitment to the fair treatment of customers and the avoidance of potential conflicts. In the EU, regulatory bodies continue to initiate and enact new regulations aimed at harmonising the financial services industry. These regulatory changes are affecting the environment in which we operate, leading to new obligations - all of which we will of course meet.

However, regulatory change does temporarily create uncertainty, and this - combined with our relatively high exposure to both Europe and equities - affected sales in 2012. Nevertheless, the Group's underlying profit was down only 8% due largely to lower performance fees earned across the Group after a strong year in 2011. Diluted earnings per share declined 6% and our operating margin held steady at 36%.

Pleasingly, our investment performance remained strong, clearly demonstrating why we are still such a trusted name for our clients. 69% of funds either met or exceeded their benchmarks over three years and 73% over one year. Both numbers represent an increase over the previous year.

The overall financial strength of the business continues to improve as we generated strong cash flows. We fully repaid our 2012 debt in May from existing resources and we cancelled our revolving credit facility. We ended the year with gross debt of only £150 million and a net cash position of £18 million.

New business growth, however, did not meet our expectations and we saw net outflows of approximately £4 billion. Both retail and institutional sales suffered from a combination of the effects of the eurozone crisis, investors' risk aversion to many asset classes and, in a few cases, weaker performance. Despite this, assets under management did increase by 2% to £65.6 billion over the year, benefiting from positive market movements.

We have an excellent European franchise with strong performing funds, which is the cornerstone of our business. At the same time, however, we are committed to diversifying and globalising our business with more product offerings outside of Europe, such as our All Asset and Dividend and Income Builder Funds in the US, as well as with new hires to expand our on-the-ground presence in, not only the US, but also in Australia and Asia.

In 2012, following a detailed review, we also focused on simplifying and streamlining our business structure. We therefore removed the role of Chief Investment Officer, with the Heads of Equities and Fixed Income joining the Executive Committee and reporting directly to me. In addition, we centralised all of our support functions under our Chief Financial Officer, Shirley Garrood. In Equities, we restructured our teams under four key business areas: European Equities, Global Equities, Multi-Asset and Absolute Return. We also significantly rationalised our fund range, to help present a clearer product line-up to our clients. These changes have strengthened our commitment to delivering quality investment expertise, performance and service to our clients.

Looking forward to 2013, I am positive about the outlook for the Group and our ability to deliver long term value for shareholders. The changes we have made to our structure and operations over the past four years have placed us in a stronger position to capitalise on the opportunities in the market. Our focus is on returning to positive sales growth. So far this year, we are moving in the right direction but there is still more work to do.

Delivering on clients' investment objectives, and providing them with the service they deserve and expect, is at the heart of everything we do. I am confident that we are now in a position to deliver the products and level of service our clients need. Establishing their trust and working with them in partnership are paramount.

Finally, as you all know, our Chairman has decided to step down after nine years on the Board and eight as Chairman. I would like to thank him personally for his guidance and support as Henderson has evolved into a truly global asset manager. I am delighted that in Richard Gillingwater we have found a high calibre replacement. He comes with a lengthy and experienced resume, including numerous directorships and, most recently, a position as Dean of Cass Business School. I very much look forward to working closely with Richard and to benefiting from all the experience he brings to our Board.

I would also like to thank Shirley Garrood for her outstanding contribution to the Group. As the Chairman mentioned, after 12 years, Shirley has decided to retire in March next year and will stand down as CFO and a Director of the Group with effect from 1 July 2013. I am pleased that we have a strong successor, Roger Thompson, who joins us from J.P. Morgan Asset Management where most recently he was Global Chief Operating Officer of its Investment Management business. Roger will assume responsibilities as CFO and a Director of the Group on 1 July 2013, subject to FCA approval.

To close, I would also like to thank our staff for all their continued hard work and you, our shareholders, for your continued support.