Registered Number: 7523697

HENDERSON UK FINANCE PLC ANNUAL REPORT AND ACCOUNTS

31 DECEMBER 2012

Henderson UK Finance plc - Annual Report and Accounts 2012

FINANCIAL STATEMENTS TABLE OF CONTENTS PAGE COMPANY INFORMATION 1 DIRECTORS REPORT 2 DIRECTORS RESPONSIBILITIES STATEMENT 5 INDEPENDENT AUDITORS REPORT 6 INCOME STATEMENT 7 STATEMENT OF FINANCIAL POSITION 8 STATEMENT OF CHANGES IN EQUITY 9 STATEMENT OF CASH FLOWS 10 NOTES TO THE FINANCIAL STATEMENTS

1. Authorisation of financial statements and statement of compliance with IFRS 112. Accounting policies 11 3. Income 134. Expenses 135. Finance expenses 136. Employees 137. Directors remuneration 148. Tax 149. Segmental information 1410. Fair value of financial instruments 11. Cash and cash equivalents

15 15

12. Trade and other receivables 1613. Changes in operating assets and liabilities 1614. Debt instrument in issue 1615. Trade and other payables 1616. Share capital 1717. Financial risk management 17 18. Capital commitments 1819. Related party transactions 1920. Ultimate parent undertaking and controlling party 1921. Contingent liabilities 1922. Events after the reporting date 19

Henderson UK Finance plc - Annual Report and Accounts 2012 1

COMPANY INFORMATION

DIRECTORS A J Formica S J Garrood R P McNamara COMPANY SECRETARY Henderson Secretarial Services Limited REGISTERED NUMBER 7523697 REGISTERED OFFICE 201 Bishopsgate London EC2M 3AE AUDITORS Ernst & Young LLP 1 More London Place London SE1 2AF BANKERS The Royal Bank of Scotland Plc 2 1/2 Devonshire Square London

EC2M 4XJ

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DIRECTORS REPORT The Directors present their report and the financial statements (Annual Report and Accounts) of Henderson UK Finance plc (the Company) for the year ended 31 December 2012. All comparatives are for the period from 9 February 2011 to 31 December 2011. Principal activities The Company was incorporated on 9 February 2011. The principal activity of the Company is that of a group financing company. The Directors do not envisage a change of activities in the foreseeable future. Results and dividends The Companys results for the year are shown in the Income Statement on page 7. The profit for the year, after tax, amounted to 59,000 (2011: 203,000). The Directors do not recommend the payment of any dividends in respect of the financial year (2011: nil). Future developments and business review On 18 March 2011 the Company announced the issue of 150,000,000 7.25% p.a. senior notes due for repayment on 24 March 2016 (the Notes). The Notes are unconditionally and irrevocably guaranteed by Henderson Group plc and by Henderson Global Investors (Holdings) Limited. The Company's ultimate parent undertaking is Henderson Group plc. The review of the Company's activities and business operations is not performed at the individual entity level, as the operational review is conducted at the ultimate parent level, Henderson Group plc and its subsidiaries ("the Group"). There is a proactive approach to risk management and a framework has been designed to manage the risks of its business and to ensure that the Boards of Directors at both Henderson Group plc and subsidiary levels have in place appropriate risk management practices. Accordingly, the key financial and other performance indicators together with the risk management objectives and policies have been disclosed within the Annual Report and Accounts of Henderson Group plc for the year ended 31 December 2012, which can be obtained from the registered office as provided in note 20 to these financial statements. Key risks and their mitigation The key risks faced by the Company fall into a number of distinct categories and the means adopted to mitigate them are both varied and relevant to the nature of the risk concerned. The key risks faced by the Group are set out within the Annual Report and Accounts of Henderson Group plc. Key risks for the Company are set out below in alphabetical order: Key Risks Description Mitigation

Liquidity Liquidity risk is the risk that the Company may be unable to meet its payment obligations as they fall due.

The Companys liquidity is managed by the Groups Finance function, which ensures that the Company has sufficient cash and/or highly liquid assets available to meet its liabilities. The Company ensures that it has access to funds to cover all forecast commitments for at least the following 12 months.

Operational Operational risk is the risk that the Company will sustain losses through inadequate or failed internal processes, people, systems and external events.

The Company operates a system of controls which is designed to ensure operational risks are mitigated to an appropriate level.

Regulatory Regulatory risk is the risk that a change in laws and regulations will materially affect the Companys business or markets in which it operates.

The Company continuously monitors regulatory developments and where there is likely to be an impact, it has working groups in place to implement the changes.

Reputational Reputational risk is the risk that negative publicity regarding the Company will lead to litigation. The risk of damage to the Companys reputation is more likely to result from one of the risks described above materialising rather than as a standalone risk.

The Company believes that reputational risk is mitigated through the effective mitigation of the other key risks.

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DIRECTORS REPORT (continued) Events after the reporting date The Board has not received, as at 1 May 2013, being the date on which the Annual Report and Accounts were approved, any information concerning significant conditions in existence at the reporting date which has not been reflected in the financial statements as presented. Share capital Details of movements in the allotted share capital during the year are given in note 16 to the financial statements. Directors A J Formica S J Garrood R P McNamara R L Pennant-Rea (Resigned 1 May 2013) Directors remuneration and interests A full Report on Directors remuneration has been included in the Annual Report and Accounts of Henderson Group plc. A copy of those accounts can be obtained as set out in note 20. Refer to note 7 for further detail. Conflicts of interest The Directors have put in place procedures to deal with conflicts of interest and these have operated effectively throughout 2012. A Register of Conflicts of Interest is maintained by the Group and reviewed by the Groups Board on an annual basis. Any Director who is considering accepting a new external appointment must provide full details of the appointment to the Chairman and Company Secretary of Henderson Group plc. The Chairman will then decide whether the relevant appointment causes a conflict or potential conflict of interest and should therefore be considered by the Board of Henderson Group plc. If it is considered and approved by the Board of Henderson Group plc, such interest or potential interest is added to the Register of Conflicts of Interest. Financial instruments A statement on the risk management objectives, policies and related matters in respect of the use of financial instruments, including policies for hedging and the exposure to price, interest rate, liquidity, foreign currency and credit risk, can be found in note 17 to the financial statements. Political donations The Company made no political donations, incurred no European Union political expenditure and made no contributions to non-European Union political parties during the year. Charitable donations The Company made no charitable donations during the year. Going concern and financial instruments The Companys business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review as described in the Annual Report and Accounts of Henderson Group plc, which can be obtained as set out in note 20. The financial position of the Company, its cash flows and liquidity position are described in the financial statements and notes. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the Directors have adopted the going concern basis of accounting in preparing the financial statements.

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DIRECTORS REPORT (continued) Indemnification and insurance of Directors and Officers The Group provides a Deed of Indemnity to the Directors to the extent permitted by United Kingdom Law, including indemnification against any liabilities incurred in defending any proceedings in which judgement is given in that directors favour or he/she is acquitted, against liabilities incurred otherwise than to the Company, if the director acted in good faith with a view to the best interests of the Company or against any liabilities incurred in successfully applying to the Court for relief where the director acted honestly. Corporate governance Throughout the year ended 31 December 2012, the Henderson Group and the Company has been in compliance with the code provisions contained in the UK Corporate Governance Code issued by the Financial Reporting Council (FRC) in June 2010 (UK Code). A full Report on Corporate Governance has been included in the Annual Report and Accounts of Henderson Group plc. A copy of those accounts can be obtained as set out in note 20. Internal controls over financial reporting The Companys financial reporting process has been designed to provide reasonable