Minds + Machines Hol : ings in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

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

Minds + Machines Group Limited

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

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):

In specie transfer out

X

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

Henderson Group plc

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:

31 March 2017

6. Date on which issuer notified:

3 April 2017

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

From 20% to below 5%

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
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights

Direct

Direct

Indirect

Direct

Indirect

Ordinary

140,344,766

140,344,766

Below 5%

Below 5%

VGG614091012

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date

Exercise/
Conversion Period

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

% of voting
rights

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

Resulting situation after the triggering transaction

Type of financial
instrument

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

Below 5%

Below 5%

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

Please see Annex 1 below.

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:

14. Contact name:

Scott Dickenson

15. Contact telephone number:

020 7818 1818

Annex 1: Information in relation to the person subject to the notification obligation (please tick the applicable box):

[ ] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.

[X] Fullchain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:

Name

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Henderson Group plc, Henderson Group Holdings Asset Management Limited, HGI Asset Management Group Limited, Henderson Global Group Limited, Henderson Holdings Group Limited, HGI Group Limited, Henderson Global Investors (Holdings) Limited, Henderson Global Investors Limited

Below 5%

-

Below 5%

Henderson Group plc, Henderson Group Holdings Asset Management Limited, HGI Asset Management Group Limited, Henderson Global Group Limited, Henderson Holdings Group Limited, HGI Group Limited, Henderson Global Investors (Holdings) Limited, AlphaGen Capital Limited

Below 5%

-

Below 5%

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

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

Minds plus Machines Group Ltd

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

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):

Transfer of accounts managed on a discretionary basis by Henderson Group Plc to Lombard Odier Investment Managers group

X

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

Lombard Odier Asset Management (Europe) Limited

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

Disclosure on behalf of accounts managed on a discretionary basis by Lombard Odier Investment Managers group.

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

01/04/2017

6. Date on which issuer notified:

03/04/2017

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

above 5%

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
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights

Direct

Direct

Indirect

Direct

Indirect

VGG614091012

140,344,766

20.05%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date

Exercise/
Conversion Period

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

% of voting
rights

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

Resulting situation after the triggering transaction

Type of financial
instrument

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

140,344,766

20.05%

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

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:

14. Contact name:

Kiran Bassi

15. Contact telephone number:

+44 20 3206 6000

Minds + Machines Group Limited

Toby Hall, CEO

Tel: +44 (0) 7713 341072

Michael Salazar, COO/CFO

Tel: +1 (310) 740 7499

finnCap Ltd

Tel: 020 7220 0500

Corporate finance - Stuart Andrews/Carl Holmes/Simon Hicks

Corporate broking - Tim Redfern/Camille Gochez

Belvedere Communications Limited

Tel: +44 (0) 20 3567 0510

John West

Kim van Beeck