Henderson Group - Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Andrew Formica

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Henderson Group plc

b)

LEI

2138009WPYMWJN3RVF44

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of 12.5p each

JE00B3CM9527

AU000000HGG2

b)

Nature of the transaction

Shares acquired on vesting and exercise of 1,029,000 nil cost options at

no cost to the Director under the 2013 Long Term Incentive Plan of which

545,370 shares were retained and 483,630 shares were disposed on-market to fund UK tax and national insurance costs at an average price

of £2.158284 pence per share.

c)

Price(s) and volume(s)

Price(s)

£

Volume(s)

0

545,370

£2.158284 per share

483,630

d)

Aggregated information

- Aggregated volume

- Aggregated Price

- Total Aggregated Price

1,029,000

£1.014

£1,043,810.89

e)

Date of the transaction

4 November 2016

f)

Place of the transaction

London Stock Exchange (XLON)