Henderson : Director/PDMR Shareholding

Rule 3.19A.2

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended

Name of entity HENDERSON GROUP PLC.

ABN 67 133 992 766

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Andrew Formica
Date of last notice	1 December 2015

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of 'notifiable interest of a director' should be disclosed in this part.

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

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of 'notifiable interest of a director' should be disclosed in this part.

Detail of contract	Henderson Group Buy as You Earn Plan (BAYE)
Nature of interest	Shares held in trust in accordance with the BAYE
Name of registered holder (if issued securities)	Greenwood Nominees Limited
Date of change	29 December 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	12,671 partnership shares 23,453 matching shares 10,657 free shares 14,553 dividend shares
Interest acquired	48 partnership shares 96 matching shares
Interest disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Partnership shares purchased on-market, at an average price of 310.5257 pence per share, via deduction from pretax salary. Matching shares awarded in accordance with the plan.
Interest after change	12,719 partnership shares 23,549 matching shares 10,657 free shares 14,553 dividend shares

Part 3 - +Closed period

Were the interests in the securities or contracts detailed above traded during a +closed periodwhere 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