HGG.L Regulatory News (HGG)

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached:

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 thenotification obligation:

Westpac Banking Corporation

(and associated companies)

4. Full name of shareholder(s)  (if different from 3.):

5. Date of the transaction and date onwhich the threshold is crossed orreached:

25 November 2016

6. Date on which issuer notified:

29 November 2016

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

Below 3%

8. Notified details:

A: Voting rights attached to shares

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights

Direct

Direct

Indirect

Direct

Indirect

Chess Depositary Interest

36,241,881

36,241,881

31,934,424

31,934,424

2.82%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate

Exercise/Conversion Period

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

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

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date

Exercise/Conversion period

Number of voting rights instrument refers to

% of voting rights

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

31,934,424

2.82%

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

Advance Asset Management Limited - 16,906,978

Asgard Capital Management Limited - 34,546

BT Funds Management Limited - 1,952,854

BT Funds Management No.2 Limited - 110,168

BT Investment Management (Institutional) Limited - 3,911,770

BT Investment Management (Fund Services) Limited - 6,052,788

Westpac Financial Services Limited - 2,083,843

Westpac RE Limited - 881,477

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

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

13. Additional information:

Westpac Banking Corporation

Group Secretariat

Level 20, Westpac Place

275 Kent Street

Sydney NSW 2000 Australia

14. Contact name:

Tim Hartin, Group Company Secretary

15. Contact telephone number:

+61 (0)2 8219 8990