Henderson : s) in Company: Perpetual

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

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 financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to the notification obligation:

Perpetual Limited and subsidiaries

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

5. Date of the transaction (and date on which the threshold is crossed or reached if different):

25 May 2015

6. Date on which issuer notified:

27 May 2015

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

From 7.04% to 5.99%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares

if possible using the ISIN CODE

Situation previous to the Triggering transaction

Resulting situation after the triggering transaction

Number of Voting Rights

Number of shares

Number of voting rights

% of voting rights

Direct

Indirect

Direct

Indirect

Ordinary Shares

80,343,371

80,343,371

68,336,155

68,336,155

5.99%

B: Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date

Exercise/ Conversion Period/ Date

Number of voting rights that may be acquired if the instrument is exercised/ converted.

% of voting rights

Total (A+B)

Number of voting rights

% of voting rights

68,336,155

5.99%

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

· Perpetual Investments: Voting Rights: 68,336,155; Percentage Held: 5.99%

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease to hold:

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

13. Additional information:

Angel Place, 123 Pitt Street

GPO BOX 4171

Sydney NSW 2001

AUSTRALIA

14. Contact name:

Glenda Charles - Deputy Company Secretary

15. Contact telephone number:

(61) 2 9229 9134