Henderson Group - Director/PDMR Shareholding

Name of entity HENDERSON GROUP PLC.

ABN 67 133 992 766

Roger Thompson

Date of last notice

2 April 2015

Direct or indirect interest

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Date of change

No. of securities held prior to change

Class

Number acquired

Number disposed

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

No. of securities held after change

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Detail of contract

Henderson Group Deferred Equity Plan (DEP)

Nature of interest

Restricted shares paid in lieu of STI payments, conditional on remaining in employment.

2014 DEP: 33.3% capable of vesting in each of April 2015 (vested), 2016 and 2017

2015 DEP: 33.3% capable of vesting in each of April 2016, 2017 and 2018

Name of registered holder

(if issued securities)

Greenwood Nominees Limited

Date of change

7 April 2015

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

2014 DEP: 25,033 restricted shares

Interest acquired

2015 DEP: 44,289 restricted shares

Interest disposed

-

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

-

Interest after change

2014 DEP: 25,033 restricted shares

2015 DEP: 44,289 restricted shares

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

N/A

If prior written clearance was provided, on what date was this provided?

N/A