Henderson Group - Director/PDMR Shareholding x2

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Roger Thompson

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

Ordinary Shares of 12.5p each

Identification code

JE00B3CM9527

AU000000HGG2

b)

Nature of the transaction

Henderson Group Deferred Equity Plan (DEP)

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

2015 DEP: 33.3% capable of vesting in each of March 2016 (vested), 2017 (vested) and 2018.

14,763 shares were acquired on vesting at no cost to the Director, of which 6,939 shares were disposed on-market at an average price of 224.3 pence per share. The resulting 7,824 shares are held by the Director.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£2.243

6,939

£0.00

7,824

d)

Aggregated information

- Aggregated volume

14,763

- Aggregated Price

-Total Aggregated Price

£1.054

£15,564.177

e)

Date of the transaction

27 March 2017

f)

Place of the transaction

London Stock Exchange (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Philip Wagstaff

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

Ordinary Shares of 12.5p each

Identification code

JE00B3CM9527

AU000000HGG2

b)

Nature of the transaction

Henderson Group Deferred Equity Plan (DEP)

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

2015 DEP: 33.3% capable of vesting in each of March 2016 (vested), 2017 (vested) and 2018.

26,342 shares were acquired on vesting at no cost to the Director, of which 12,381 shares were disposed on-market at an average price of 224.3 pence per share. The resulting 13,961 shares are held by the Director.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£2.243

12,381

£0.00

13,961

d)

Aggregated information

- Aggregated volume

26,342

- Aggregated Price

-Total Aggregated Price

£1.054

£27,770.58

e)

Date of the transaction

27 March 2017

f)

Place of the transaction

London Stock Exchange (XLON)