THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OFTHIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THISDOCUMENT OR WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENTFINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHERINDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (ASAMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISEDFINANCIAL ADVISER.

Gartmore Shareholders should read the whole of this document. In addition, this document should be read in conjunction with the accompanying Formof Proxy and/or Form of Direction. Unless the context requires otherwise, capitalised terms used in this document are defined and set out in Part XI(Definitions) of this document.

If you have sold or otherwise transferred all of your Gartmore Shares or DIs, please forward this document, together with the accompanying documents,as soon as possible to the buyer or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was made for onwarddelivery to the buyer or transferee. However, such documents should not be mailed, transmitted or distributed, in whole or in part, in, into or from anyjurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only partof your holding of Gartmore Shares, you should retain these documents and consult the stockbroker, bank manager or other agent through whom thesale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom, Cayman Islands and Australia may be restricted by the lawsof those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any suchrestrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Recommended share-for-share acquisitionby

Henderson Group plcof

Gartmore Group Limitedto be effected by means of a Scheme of Arrangement

under section 86 of the Companies Law (2010 Revision) of the Cayman Islands

Circular to Shareholders and Explanatory Statement

Notice of Court Meeting

Your attention is drawn to the letter from the Chairman of Gartmore on behalf of the Gartmore Directors, set out in Part I (Chairman’s Letter)of this document, which contains the unanimous recommendation of the Gartmore Directors that you vote in favour of the Scheme at the CourtMeeting. An explanatory statement from Goldman Sachs International explaining the Scheme is set out in Part II (Explanatory Statement) ofthis document.

The Notice of the Court Meeting, which will be held at the offices of Gartmore Group Limited on 21 March 2011, is set out in Part XII (Noticeof Court Meeting) of this document. The Court Meeting will start at 9.00 a.m. (London time).

The action to be taken in respect of the Court Meeting is set out on pages 7 to 9 and also in paragraph 22 of Part II (Explanatory Statement) ofthis document. Gartmore Shareholders will find accompanying this document a Form of Proxy, containing relevant instructions, for use inconnection with the Court Meeting. Alternatively, Gartmore Shareholders may complete their Form of Proxy online by using the Capita SharePortal in accordance with the procedures published on the Capita Share Portal by Capita Registrars. DI Holders will find accompanying thisdocument a Form of Direction for use in order to direct the Gartmore Depository on how it should vote at the Court Meeting. Alternatively,DI Holders may direct the Gartmore Depository by using the CREST voting service in accordance with the procedures set out in the CRESTManual.

Whether or not you intend to attend the Court Meeting in person, please complete and return the Form of Proxy and/or Form of Direction, inaccordance with the relevant instructions, as soon as possible and, in any event, so as to be received, in respect of the Form of Proxy (whethersubmitted in hard copy form to Capita Registrars or via the Capita Share Portal), by no later than 9.00 a.m. (London time) on 19 March 2011(or in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for that meeting), and, in respect of the Form ofDirection (whether submitted in hard copy form to Capita Registrars or a vote cast via the CREST voting service), no later than 9.00 a.m.(London time) on 18 March 2011 (or in the case of an adjourned meeting, not less than 72 hours prior to the time and date set for the adjournedmeeting). If the Form of Proxy for the Court Meeting is not returned by the above time, a hard copy may be handed to Capita Registrars, onbehalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll. The completion and return of a Form of Proxywill not prevent you from attending and voting in person at the Court Meeting, or any adjournments thereof, if you so wish and are so entitled.If you are a DI Holder and wish to attend and vote at the Court Meeting in respect of the Gartmore Shares which are represented by yourDepository Interests you should request a Letter of Representation from the Gartmore Depository (in accordance with the instructions set outin the Form of Direction).

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively as financial adviser toGartmore and for no one else in connection with the Acquisition and will not be responsible to anyone other than Gartmore for providing the protectionsafforded to clients of Goldman Sachs International nor for providing advice in relation to the Acquisition or any other matter or arrangement referredto in this document.

UBS is acting exclusively as lead financial adviser, sole corporate broker and sponsor to Henderson Group in relation to the Acquisition and no one elseand will not be responsible to anyone other than Henderson Group for providing the protections offered to clients of UBS nor for providing advice inrelation to the Acquisition or the contents of this document.

Ondra Partners is acting exclusively as joint financial adviser to Henderson Group in relation to the Acquisition and no one else and will not beresponsible to anyone other than Henderson Group for providing the protections offered to clients of Ondra Partners nor for providing advice in relationto the Acquisition or the contents of this document.

Other than their responsibilities to Henderson Group, UBS and Ondra Partners do not accept any responsibility or liability whatsoever for the contentsof this document or for any other document or for any statement made or purported to be made by either of them or on their behalf in connection withthe Acquisition. Each of UBS and Ondra Partners accordingly disclaims all and any other responsibility or liability whether arising in tort, contract orotherwise which either of them might otherwise have in respect of this document or any such statement.

26 February 2011

IMPORTANT NOTICE

The release, publication or distribution of this document in jurisdictions other than the United Kingdom, theCayman Islands and Australia may be restricted by law and therefore persons into whose possession thisdocument comes should inform themselves about, and observe, any applicable restrictions or requirements.Any failure to comply with such restrictions may constitute a violation of the securities laws of any suchjurisdiction. This document has been prepared for the purposes of complying with English law, CaymanIslands law, Australian law, certain provisions of the City Code and the Listing Rules and the informationdisclosed may not be the same as that which would have been disclosed if this document had been preparedin accordance with the laws and regulations of any jurisdiction outside of England and Wales, the CaymanIslands or Australia.

The availability of the Acquisition to persons who are not resident in the United Kingdom, the CaymanIslands or Australia may be affected by the laws of the relevant jurisdictions. Persons who are not so residentshould inform themselves about and observe any applicable requirements in those jurisdictions. Theattention of Overseas Shareholders is drawn to paragraph 18 of Part II (Explanatory Statement) of thisdocument.

This document and the accompanying documents do not constitute an offer or an invitation to purchase orsubscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document orotherwise in any jurisdiction in which such offer or solicitation is unlawful. This document does notcomprise a prospectus or a prospectus equivalent document.

The statements contained herein are made as at the date of this document, unless some other time is specifiedin relation to them, and service of this document shall not give rise to any implication that there has been nochange in the facts set forth herein since such date.

Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the futurefinancial performance of the Gartmore Group, or of Henderson Group and its subsidiary undertakings, or ofthe Combined Group, except where otherwise stated.

Notice to US holders of Gartmore Shares

The Scheme relates to the securities of a Cayman incorporated company, traded on the London StockExchange in the UK and is subject to UK disclosure requirements, which are different from those of theUnited States. The financial information included in this document has been prepared in accordance withInternational Financial Reporting Standards and thus may not be comparable to financial information of UScompanies or companies whose financial statements are prepared in accordance with generally acceptedaccounting principles in the United States.

It may be difficult for US holders of Gartmore Shares to enforce their rights and any claim arising out of theUS federal securities laws, since Henderson Group and Gartmore are located in a non-US jurisdiction, andsome or all of their officers and directors may be residents of a non-US jurisdiction. US holders of GartmoreShares may not be able to sue a non-US company or its officers or directors in a non-US court for violationsof the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subjectthemselves to a US court’s judgment.

The Acquisition is proposed to be implemented by means of a scheme of arrangement provided for underthe Cayman Companies Law. The scheme of arrangement will relate to the shares of a Cayman company thatis a ‘foreign private issuer’ as defined under Rule 3b.4 under the Exchange Act. A transaction effected bymeans of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act.Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in theCayman Islands to schemes of arrangement, which differ from the disclosure requirements of the US proxyand tender offer rules.

The New Henderson Group Shares have not been, and will not be, registered under the Securities Act orunder the securities laws of any state, district or other jurisdiction of the United States or of Canada or Japan

2

and no regulatory clearances in respect of the registration of New Henderson Group Shares have been, orwill be, applied for in any such jurisdiction. It is expected that the New Henderson Group Shares will beissued in reliance upon the exemption from the registration requirements of the Securities Act provided bysection 3(a)(10) thereof. The Acquisition has not been and will not be approved or disapproved by the SEC,nor has the SEC or any US state securities commission passed upon the merits or fairness of the transactionnor upon the adequacy or accuracy of the information contained in this document. Any representation to thecontrary is a criminal offence in the United States. Under applicable US securities laws, GartmoreShareholders who are or will be ‘affiliates’ of Henderson Group prior to or after the Effective Date will besubject to certain transfer restrictions relating to the New Henderson Group Shares received in connectionwith the Scheme.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act,Henderson Group or its nominees, or its brokers (acting as agents), may from time to time makecertain purchases of, or arrangements to purchase, Gartmore Shares outside of the United States,other than pursuant to the Acquisition, until the date on which the Acquisition and/or Schemebecomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in theopen market at prevailing prices or in private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in the UK, will be reported to the Regulatory InformationService of the London Stock Exchange and will be available on the London Stock Exchange website athttp://www.londonstockexchange.com/news/news/finance.htm.

3

CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

This document contains a number of forward-looking statements relating to the Gartmore Group andHenderson Group and its subsidiary undertakings with respect to, among other matters, the following:financial condition; results of operations; the respective businesses of the Gartmore Group and HendersonGroup and its subsidiary undertakings; the economic conditions in which the Gartmore Group andHenderson Group and its subsidiary undertakings operate; benefits of the Acquisition and management plansand objectives. Gartmore and Henderson Group consider any statements that are not historical facts to be“forward-looking statements”. Without limitation, any statements preceded or followed by or that include thewords “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”,“projects” or words or terms of similar substance or the negative thereof, identify forward-lookingstatements. These forward-looking statements involve a number of risks and uncertainties that could causeactual results to differ materially from those suggested by them. Important factors that could cause actualresults to differ materially from estimates or forecasts contained in the forward-looking statements include,among others, the following possibilities: future revenues are lower than expected; costs or difficultiesrelating to the combination of the businesses of the Gartmore Group and Henderson Group and its subsidiaryundertakings, or of other future acquisitions, are greater than expected; expected cost savings from thetransaction or from other future acquisitions are not fully realised or not realised within the expected timeframe; competitive pressures in the industry increase; general economic conditions or conditions affectingthe relevant industries, whether internationally or in the places the Gartmore Group and Henderson Groupand its subsidiary undertakings do business, are less favourable than expected, and/or conditions in thesecurities market are less favourable than expected.

Forward-looking statements only speak as of the date on which they are made, and the events discussedherein may not occur. Subject to compliance with applicable law and regulation, neither Gartmore norHenderson Group undertakes any obligation to update publicly or revise forward-looking statements,whether as a result of new information, future events or otherwise.

The estimated operational cost savings and financial synergies have been calculated on the basis of theexisting cost and operating structures of the companies and by reference to current prices and the currentregulatory environment. These statements of estimated cost savings and one-off costs relate to future actionsand circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, thecost savings and financial synergies referred to may not be achieved, or those achieved could be materiallydifferent from those estimated.

Any statements in this document regarding the benefits of the Acquisition or that the Acquisition will beearnings enhancing are not and do not constitute a profit forecast for any period, nor should any statementsbe interpreted to mean that Future Underlying Earnings per share will necessarily be greater or less than thehistorical published Underlying Earnings per share of Gartmore or Henderson Group as appropriate.

DISCLOSURE REQUIREMENTS

As previously advised, by virtue of its status as a Cayman incorporated company, the City Code does notapply to Gartmore.

Shareholders are reminded that whilst the Gartmore Articles reflect certain provisions of the City Code, asset out more fully below, the Panel does not have responsibility for ensuring compliance with the City Codeand is not able to answer shareholders’ queries in relation to Gartmore or Henderson Group.

In particular, public disclosures consistent with the provision of Rule 8.3 of the City Code should not bee-mailed to the Panel, but released directly through a Regulatory Information Service.

Gartmore has incorporated certain provisions in the Gartmore Articles to reflect certain provisions of theCity Code. The provisions do not, however, provide shareholders with the full protections offered by the City

4

Code. In particular, the Gartmore Articles provide that subject to the Cayman Companies Law, to any otherapplicable law, to any other regulation in respect of takeovers which applies to Gartmore at any time, and tothe Gartmore Board being satisfied, in any particular case, that the application of the following provisionsare in the best interests of Gartmore, the Gartmore Board will use its reasonable endeavours to: (i) apply andhave Gartmore abide by the General Principles of the City Code; (ii) if circumstances arise under whichGartmore would be an offeree or otherwise the subject of an approach or the subject of a third party’sstatement of a firm intention to make an offer to comply with, and procure that Gartmore complies with, theprovisions of the City Code applicable to an offeree company and the board of directors of an offereecompany; and (iii) if the Gartmore Board recommends an offer, obtain an undertaking from the offeror tocomply with the City Code in relation to the conduct and execution of that offer as though Gartmore weresubject to the City Code (but recognising that the Panel will not have jurisdiction). As explained in moredetail in paragraph 12.1(a) of Part X (Additional Information) of this document, Gartmore and HendersonGroup have agreed generally, subject to certain exceptions set out in the Implementation Agreement, tocomply with the general principles and rules of the City Code in the conduct and execution of theAcquisition, as if the City Code applied to the Acquisition.

Gartmore Shareholders and Henderson Group Shareholders and others dealing in ordinary shares ofGartmore or Henderson Group are not obliged to disclose any of their dealings under the provisions of theCity Code. However, market participants are requested to make disclosures of dealings as if the City Codeapplied and as if Gartmore were in an offer period under the City Code. Gartmore’s and Henderson Group’swebsites contain the form of disclosure requested. If you are in any doubt as to whether or not you shoulddisclose dealings, you should consult Gartmore or Henderson Group.

In light of the foregoing, under the provisions of Rule 8.3 of the City Code, if any person is, or becomes“interested” (directly or indirectly) in one per cent. or more of any class of “relevant securities” of Gartmoreor Henderson Group, all “dealings” in any “relevant securities” of that company (including by means of anoption in respect of, or a derivative referenced to, any such “relevant securities”) should be publicly disclosedby no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction.In a situation where the City Code applies, this requirement would continue until the date on which theScheme becomes effective under the Cayman Companies Law or is otherwise withdrawn or on which the“offer period” otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an “interest” in “relevant securities” of Gartmore orHenderson Group, they would be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

In accordance with the provisions of Rule 8.1 of the City Code, all “dealings” in “relevant securities” ofGartmore or Henderson Group by Gartmore or Henderson Group or by any of their respective “associates”,would be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of therelevant transaction. “Interests in securities” arise, in summary, when a person has long economic exposure,whether conditional or absolute, to changes in the price of securities. In particular, a person will be treatedas having an “interest” by virtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel’s website. Ifyou are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8 of the CityCode, you should contact an independent financial adviser authorised by the FSA under FSMA.

PUBLICATION OF THIS DOCUMENT

A copy of this document has been made available on the Gartmore website at www.gartmore.com.

5

TO VOTE ON THE ACQUISITION

This page should be read in conjunction with the section entitled ACTION TO BE TAKEN, set out onpages 7 to 9 of this document, and the rest of the document.

Gartmore Shareholders

Whether or not you plan to attend the Court Meeting, or any adjournments thereof, you should complete andreturn a Form of Proxy for use at the Court Meeting, whether by submitting a hard copy to Capita Registrarsor by lodging your proxy via the Capita Share Portal in accordance with the procedures published on theCapita Share Portal, so as to be received as soon as possible but in any event so that the Form of Proxy isreceived by no later than 9.00 a.m. (London time) on 19 March 2011.

The completion and return of a Form of Proxy will not prevent you from attending and voting at the CourtMeeting, or any adjournments thereof, in person should you wish to do so and should you be so entitled.

DI Holders

If you are a DI Holder, you may instruct the Gartmore Depository on how to vote at the Court Meeting bycompleting and returning the Form of Direction, whether by submitting a hard copy to Capita Registrars orby using the CREST voting service in accordance with the procedures set out in the CREST Manual (pleasealso refer to the notes to the notice convening the Court Meeting set out in Part XII (Notice of Court Meeting)of this document). Forms of Direction submitted in hard copy or through CREST (under CREST participantID RA10) must be received by Capita Registrars no later than 9.00 a.m. (London time) on 18 March 2011.

In the event that you wish to attend and vote at the Court Meeting in respect of the Gartmore Shares whichare represented by your Depository Interests, you must request, by no later than 9.00 a.m. (London time) on18 March 2011 a Letter of Representation from the Gartmore Depository (in accordance with the instructionsset out in the Form of Direction).

IT IS IMPORTANT THAT AS MANY VOTES AS POSSIBLE ARE CAST AT THE COURTMEETING SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR ANDREASONABLE REPRESENTATION OF GARTMORE SHAREHOLDER OPINION. YOU ARETHEREFORE STRONGLY URGED TO COMPLETE AND RETURN YOUR FORM OF PROXYAND/OR FORM OF DIRECTION AS SOON AS POSSIBLE.

If you require assistance, please telephone Capita Registrars on 0871 664 0321 (from within the UK)or +44 (0) 20 8639 3399 (from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time), Mondayto Friday. Calls from a UK landline to the 0871 664 0321 number cost 10 pence per minute (includingVAT) plus any additional charges from your service provider. Calls to the helpline from outside the UKwill be charged at applicable international rates. Different charges may apply to calls from mobiletelephones and all calls will be recorded and monitored for security and training purposes.

Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisitionor give any legal, tax or financial advice.

Copies of any information incorporated into this document by reference to another source, sentto persons in electronic form or by means of being published on Gartmore’s and/or HendersonGroup’s websites and all future documents, announcements and information required to be sentto persons in relation to the Acquisition may be requested to be received by such persons in hardcopy form by writing to the Company Secretary, Gartmore Group Limited, Gartmore House,8 Fenchurch Place, London, EC3M 4PB, by e-mail to company.secretary@gartmore.com or by calling+ 44 (0) 20 7782 2000. A hard copy of any such documents will not be sent unless so requested.

6

ACTION TO BE TAKEN

Detailed instructions on the action to be taken are set out in paragraph 22 of Part II (Explanatory Statement)of this document and are summarised below.

The Court Meeting will be held at the offices of Gartmore (Gartmore House, 8 Fenchurch Place, London,EC3M 4PB) at 9.00 a.m. on 21 March 2011 (London time).

Please check that you have received with this document either a Form of Proxy or a Form of Direction foruse in respect of the Court Meeting.

If you have not received either a Form of Proxy or a Form of Direction (as appropriate), please contact CapitaRegistrars on the helpline telephone number indicated below.

To vote on the Scheme:

Whether or not you intend to attend the Court Meeting in person, please complete and return theForm of Proxy (in the case of Gartmore Shareholders) and/or Form of Direction (in the case of DIHolders), in accordance with the relevant instructions, as soon as possible and, in any event, so as tobe received, in respect of the Form of Proxy (whether submitted in hard copy form to CapitaRegistrars or via the Capita Share Portal), by no later than 9.00 a.m. (London time) on 19 March 2011(or in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for thatmeeting), and, in respect of the Form of Direction (whether submitted in hard copy form to CapitaRegistrars or via the CREST voting service), no later than 9.00 a.m. (London time) on 18 March 2011(or in the case of an adjourned meeting, not less than 72 hours prior to the time and date set for theadjourned meeting). Hard copy versions of the Form of Proxy and/or Form of Direction should bereturned by post or by hand to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent,BR3 4TU. This will enable your votes to be counted at the Court Meeting in the event of your absence. Ifthe Form of Proxy for use at the Court Meeting is not returned by 9.00 a.m. (London time) on 19 March2011, it may be handed to Capita Registrars, on behalf of the chairman of the Court Meeting, at the CourtMeeting before the taking of the poll.

In the case of Gartmore Shareholders, the completion and return of the Form of Proxy will not prevent youfrom attending and voting in person at the Court Meeting, or any adjournments thereof, should you wish todo so and should you be entitled.

If you are a DI Holder, you may vote at the Court Meeting by instructing the Gartmore Depository on howto vote by completing and returning the Form of Direction, whether in hard copy form or by using theCREST voting service in accordance with the procedures set out in the CREST Manual (please also refer tothe notes to the notice convening the Court Meeting set out in Part XII (Notice of Court Meeting) of thisdocument). Forms of Direction submitted through CREST (under CREST participant ID RA10) or in hardcopy form must be received by Capita Registrars no later than 9.00 a.m. (London time) on 18 March 2011.

If you are a DI Holder and if you wish to attend and vote at the Court Meeting in respect of the GartmoreShares which are represented by your Depository Interests you must request, by no later than 9.00 a.m.(London time) on 18 March 2011, a Letter of Representation from the Gartmore Depository (in accordancewith the instructions set out in the Form of Direction).

IT IS IMPORTANT THAT AS MANY VOTES AS POSSIBLE ARE CAST AT THE COURTMEETING SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR ANDREASONABLE REPRESENTATION OF GARTMORE SHAREHOLDER OPINION. YOU ARETHEREFORE STRONGLY URGED TO COMPLETE AND RETURN YOUR FORM OF PROXYOR FORM OF DIRECTION AS SOON AS POSSIBLE.

If you are a Gartmore Shareholder, you are entitled to appoint a proxy in respect of some or all of yourGartmore Shares and you are also entitled to appoint more than one proxy. A space has been included in theForm of Proxy to allow you to specify the number of Gartmore Shares in respect of which that proxy is

7

appointed. If you return the Form of Proxy duly executed but leave this space blank, you will be deemed tohave appointed the proxy in respect of all of your Gartmore Shares.

You may appoint more than one proxy in relation to the Court Meeting, provided that each proxy isappointed to exercise the rights attached to a different Gartmore Share or Shares held by you. If you wish toappoint more than one proxy in respect of your shareholding, you should photocopy the Form of Proxy, asrequired. The following principles shall apply in relation to the appointment of multiple proxies:

(a) Gartmore will give effect to the intentions of Gartmore Shareholders and include votes wherever andto the fullest extent possible.

(b) Where a Form of Proxy does not state the number of Gartmore Shares to which it applies (a “blankproxy”) then, subject to the following principles where more than one proxy is appointed, that proxyis deemed to have been appointed in relation to the total number of Gartmore Shares registered in thename of the appointing Gartmore Shareholder (the “member’s entire holding”). In the event of aconflict between a blank proxy and a proxy which does state the number of Gartmore Shares to whichit applies (a “specific proxy”), the specific proxy shall be counted first, regardless of the time it wasdelivered or received (on the basis that, as far as possible, the conflicting Form of Proxy should bejudged to be in respect of different Gartmore Shares) and the remaining Gartmore Shares will beapportioned to the blank proxy (pro rata if there is more than one).

(c) Where there is more than one proxy appointed and the total number of Gartmore Shares in respect ofwhich proxies are appointed is no greater than the member’s entire holding, it is assumed that proxiesare appointed in relation to different Gartmore Shares, rather than that conflicting appointments havebeen made in relation to the same Gartmore Shares. That is, there is only assumed to be a conflictwhere the aggregate number of Gartmore Shares in respect of which proxies have been appointedexceeds the member’s entire holding.

(d) When considering conflicting appointments, later proxies will prevail over earlier proxies and a laterproxy will be determined on the basis of which Form of Proxy is last delivered or received.

(e) If conflicting Forms of Proxy are delivered or received at the same time in respect of (or deemed tobe in respect of) a member’s entire holding and if Gartmore is unable to determine which wasdelivered or received last, none of them will be treated as valid.

(f) Subject to paragraph (g) below, where the aggregate number of Gartmore Shares in respect of whichproxies are appointed exceeds a member’s entire holding, all appointments will be rendered invalid.

(g) If a Gartmore Shareholder appoints a proxy or proxies and then decides to attend the Court Meetingin person and vote using its poll card, then the vote in person will override the proxy vote(s). If thevote in person is in respect of the member’s entire holding then all proxy votes will be disregarded.If, however, the Gartmore Shareholder votes at the Court Meeting in respect of less than their entireholding then, if the Gartmore Shareholder indicates on his poll card that all proxies are to bedisregarded, that shall be the case; but if the Gartmore Shareholder does not specifically revokeproxies, then the vote in person will be treated in the same way as if it were the last received proxyand earlier proxies will only be disregarded to the extent that to count them would result in the numberof votes being cast exceeding the member’s entire holding.

(h) In relation to paragraph (g) above, in the event that a Gartmore Shareholder does not specificallyrevoke proxies, it will not be possible for Gartmore to determine the intentions of the GartmoreShareholder in this regard. However, in light of the aim to include votes wherever and to the fullestextent possible, it will be assumed that earlier proxies should continue to apply to the fullest extentpossible.

(i) For the purposes of calculating the “majority in number” requirement for the approval of the Schemeat the Court Meeting, each holder of Gartmore Shares present and voting, in person or by proxy, willbe counted as a single shareholder regardless of the number of Gartmore Shares voted by thatGartmore Shareholder. Accordingly, Gartmore Shareholders should note that appointing more than

8

one proxy will not result in that Gartmore Shareholder being counted more than once for the purposesof determining that the Scheme has been approved by a majority in number of Gartmore Shareholderspresent and voting at the Court Meeting. However, if a Gartmore Shareholder votes (or directs a proxyto vote) in favour of the Scheme in respect of part of his holding of Gartmore Shares, and against theScheme in respect of other Gartmore Shares held by him, that Gartmore Shareholder will be countedas one person voting in favour and one voting against, thereby effectively cancelling out that GartmoreShareholder’s vote for the purpose of the “majority in number” requirement. As DI Holders hold theirshares beneficially through the Gartmore Depository, DI Holders are not holders of Gartmore Sharesfor the purposes of calculating the “majority in number” requirement. Instead, the GartmoreDepository is the shareholder of record and its votes will be treated in the same manner as all otherGartmore Shareholders as set out above.

Helpline

If you have any questions relating to this document or the completion and return of the Form of Proxyand/or Form of Direction, please contact Capita Registrars, at Capita Registrars, PXS, 34 BeckenhamRoad, Beckenham, Kent, BR3 4TU or call on 0871 664 0321 or, if telephoning from outside the UnitedKingdom, on +44 (0) 20 8639 3399 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday.Calls from a UK landline to the 0871 664 0321 number cost 10 pence per minute (including VAT) plusany additional charges from your service provider. Calls to the helpline from outside the UK will becharged at applicable international rates. Different charges may apply to calls from mobile telephonesand all calls to the helpline will be recorded and monitored for security and training purposes. Pleasenote that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or giveany legal, tax or financial advice.

9

CONTENTS

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 11

PART I CHAIRMAN’S LETTER 13

PART II EXPLANATORY STATEMENT 21

PART III CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE ACQUISITION 39

PART IV FINANCIAL INFORMATION ON GARTMORE 47

PART V FINANCIAL INFORMATION ON HENDERSON GROUP 49

PART VI UNAUDITED PRO FORMA STATEMENT OF NET ASSETS FOR THE COMBINED GROUP 51

PART VII THE SCHEME OF ARRANGEMENT 54

PART VIII COMPARISON OF RIGHTS OF SHAREHOLDERS 64

PART IX TAXATION 81

PART X ADDITIONAL INFORMATION 89

PART XI DEFINITIONS 112

PART XII NOTICE OF COURT MEETING 120

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Time and/or date

Prospectus in respect of New Henderson Group Shares available By 4 March 2011

Latest time for receipt of Form of Direction for the Court Meeting 9.00 a.m. on 18 March 2011

Latest time for receipt of Form of Proxy for the Court Meeting 9.00 a.m. on 19 March 2011(1)

Voting Record Time 9.00 a.m. on 19 March 2011(2)

Court Meeting 9.00 a.m. on 21 March 2011

The following times and dates are subject to change(3)

Court Hearing to sanction the Scheme 10.00 a.m. (Cayman Islands time) 31 March 2011

Last day of dealings in, and for registration of transfers of, Gartmore Shares and DIs 1 April 2011

DI Holders entered on Gartmore’s register of members(4) 7.30 p.m. on 1 April 2011

Scheme Record Date 1 April 2011

Scheme Record Time 9.00 p.m. on 1 April 2011

Effective Time 8.00 a.m. on 4 April 2011

Effective Date 4 April 2011

Cancellation of listing of Gartmore Shares By no later than 8.00 a.m. on 4 April 2011

Issue of New Henderson Group Shares and New Henderson Group CHESS Depositary Interests 4 April 2011

Admission of, and commencement in dealings, in New Henderson Group Shares on the London Stock Exchange 8.00 a.m. on 4 April 2011

Trading of the New Henderson Group CHESS Depositary Interests commences on the ASX on a normal settlement basis 5 April 2011

Latest date for admission of the New Henderson Group Shares 14 April 2011

Latest date for despatch of certificates, and any cheques relating to fractional entitlements of Scheme Shares, in respect of certificated New Henderson Group Shares (and holding statements and any cheques in respect of New Henderson Group CHESS Depositary Interests), and for crediting of CREST accounts with New Henderson Group Shares and any payment relating to fractional entitlements of Scheme Shares in uncertificated form(5) 14 April 2011

Unless otherwise stated, all references to time in this document are to London time.

The Court Meeting will be held at the offices of Gartmore Group Limited (Gartmore House,8 Fenchurch Place, London, EC3M 4PB) at 9.00 a.m. (London Time) on 21 March 2011.

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Notes:

1. If the Form of Proxy is not returned so as to be received by Capita Registrars by the above time, it may be handed to CapitaRegistrars, on behalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll.

2. If the Court Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 48 hours before the time and dateset for the adjourned meeting.

3. These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions theScheme and the date and time at which the Court Order is lodged with the Registrar of Companies and the date on which theConditions and further terms set out in Part III (Conditions) to this document are satisfied or (if capable of waiver) waived. If anyof the expected dates change, Gartmore will give notice of the change by issuing an announcement through a RegulatoryInformation Service. A copy of any announcement amending this timetable issued pursuant to this note will be published onGartmore’s website at www.gartmore.com in accordance with Rule 19.11 of the City Code.

4. A DI Holder’s CREST account details will be transferred by Capita Registrars to Computershare Investor Services (Jersey)Limited (the registrar for Henderson Group). Temporary documents of title have not been and will not be issued in connectionwith the entry of the DI Holders on Gartmore’s register of members. At the Effective Time (or as soon as practicable thereafter,but in any event within 14 days of the Scheme Record Date) Computershare Investor Services (Jersey) Limited will credit a DIHolder’s CREST account with its entitlement to New Henderson Group Shares in accordance with the terms of the Scheme.

5. Pending the despatch of certificates for New Henderson Group Shares, transfers of New Henderson Group Shares in certificatedform will be certified against Henderson Group’s share register. Temporary documents of title have not been and will not beissued in respect of New Henderson Group Shares.

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PART I

CHAIRMAN’S LETTER(Gartmore Group Limited – incorporated in the Cayman Islands under the Cayman Companies Law with registered number 184399)

Directors: Registered office:

Andrew Skirton (Non-Executive Chairman) Walker HouseJeffrey Meyer (Chief Executive Officer) 87 Mary StreetKeith Starling (Chief Financial Officer) George TownDavid Barclay (Senior Independent Non-Executive Director) Grand CaymanRobert Kyprianou (Independent Non-Executive Director) KY 90002David Lindsell (Independent Non-Executive Director) Cayman IslandsPatrick Healy (Non-Executive Director) Tel: +44 (0) 20 7782 2000Blake Kleinman (Non-Executive Director)

26 February 2011

To: Gartmore Shareholders and, for information only, participants under the Gartmore Omnibus IncentivePlan and beneficiaries under the Barclays Wealth Nominee Arrangements

Dear Gartmore Shareholder,

Recommended share-for-share acquisition of Gartmore by Henderson Group

1. Introduction

On 12 January 2011, it was announced that the boards of directors of Henderson Group and Gartmore hadreached agreement on the terms of a recommended share-for-share acquisition by Henderson Group of theentire issued ordinary share capital of Gartmore, to be effected by means of a scheme of arrangementbetween Gartmore, the Scheme Shareholders and Henderson Group pursuant to the provisions of section 86of the Cayman Companies Law.

I am writing to you to explain the background to, and terms of, the Acquisition and why the Gartmore Boardis unanimously recommending that Gartmore Shareholders vote in favour of the Scheme at the CourtMeeting.

2. The Acquisition

Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part III(Conditions) of this document, Scheme Shareholders will be entitled to receive:

for each Gartmore Share 0.6667 of a New Henderson Group Share

Fractions of New Henderson Group Shares will not be allotted or issued to Scheme Shareholders but will beaggregated and sold in the market and the net proceeds of sale distributed pro rata to the SchemeShareholders entitled thereto. However, individual entitlements to amounts of less than £5 will be retainedfor the benefit of Henderson Group.

In addition, the New Henderson Group Shares will rank for the 2010 Final Dividend if they are in issue onthe payment date for such dividend. As announced by Henderson Group on 23 February 2011, the HendersonGroup Board has recommended a final dividend of 4.65 pence per Henderson Group Share to be payable on27 May 2011 to Henderson Group Shareholders on the register on 6 May 2011, subject to the approval ofHenderson Group Shareholders at the Henderson Group 2011 Annual General Meeting. Henderson Grouphas agreed that if the 2010 Final Dividend is paid before the Effective Date, it will compensate SchemeShareholders by making a cash payment as soon as reasonably practicable after the Effective Date but in anycase within 14 days of the Scheme Record Date, of an amount equivalent to the 2010 Final Dividend for eachNew Henderson Group Share issued to Scheme Shareholders.

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Based on the Closing Price of 161.6 pence per Henderson Group Share as at 25 February 2011, theAcquisition values each Gartmore Share at 107.7 pence and values the issued share capital ofGartmore at approximately £392.1 million.

If the Scheme becomes Effective and assuming 242,639,403 New Henderson Group Shares are issuedas consideration for the Acquisition, Gartmore Shareholders will hold approximately 22.5 per cent. ofthe enlarged share capital of Henderson Group immediately following the Effective Time, giving themthe opportunity to share in the development of, and benefits accruing to, the Combined Group.

To be approved, the Scheme requires a majority in number representing not less than 75 per cent. in valueof the holders of Gartmore Shares present and voting, either in person or by proxy, at the Court Meeting tobe held at 9.00 a.m. (London time) on 21 March 2011 to vote in favour of the Scheme. As DI Holders holdtheir shares beneficially through the Gartmore Depository, DI Holders are not holders of Gartmore Sharesfor the purposes of calculating the “majority in number” requirement. Instead, the vote of the GartmoreDepository will count as the vote of one person for the majority in number requirement.

The Court Meeting will be held at the offices of Gartmore (Gartmore House, 8 Fenchurch Place, London,EC3M 4PB). Further details of the Court Meeting are set out in paragraph 17.2 of Part II (ExplanatoryStatement) of this document. The Scheme is also conditional on, amongst other things, approval ofHenderson Group Shareholders at the Henderson Group General Meeting.

Following the Court Meeting, it is expected that the Court Hearing to sanction the Scheme will take placeon 31 March 2011. The Scheme Record Date is expected to be 1 April 2011 and the Effective Date isexpected to be 4 April 2011 (being the next Business Day after the Scheme Record Date).

If the Scheme becomes effective under the Cayman Companies Law, it will be binding on all SchemeShareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted foror against the Scheme at the Court Meeting.

Upon the Scheme becoming Effective, Gartmore will become a wholly-owned subsidiary of HendersonGroup and certificates and cheques in respect of the Consideration will be despatched as set out inparagraph 20 of Part II (Explanatory Statement) of this document as soon as reasonably practicable and inany case, within 14 days of the Scheme Record Date.

The New Henderson Group Shares to be allotted and issued in connection with the Acquisition will beallotted and issued credited as fully paid and will rank pari passu in all respects with the then existing issuedHenderson Group Shares and will be entitled to the 2010 Final Dividend if paid after the Effective Date andall other dividends and other distributions declared or paid by Henderson Group after the Effective Date.Australian Scheme Shareholders will receive New Henderson Group CHESS Depositary Interests unlessthey elect to receive New Henderson Group Shares. Australian Scheme Shareholders may make such anelection by completing and returning the Form of Election enclosed with this document in accordance withthe instructions set out therein.

Applications will be made to the UKLA for the New Henderson Group Shares to be admitted to listing onthe Official List with a premium listing and to the London Stock Exchange for the New Henderson GroupShares to be admitted to trading on its main market for listed securities. Application for quotation on thefinancial market operated by ASX will be made in respect of any New Henderson Group CHESS DepositaryInterests representing New Henderson Group Shares to be issued. It is anticipated that Admission willbecome effective and dealings for normal settlement in the New Henderson Group Shares will commence at8.00 a.m. (London time) on the Effective Date. It is anticipated that quotation of the New Henderson GroupCHESS Depositary Interests will take place, and that dealings will commence, on the ASX on a normalsettlement basis on the Australian Business Day following the Effective Date. Henderson Group is requiredto publish a prospectus in connection with the issue of the New Henderson Group Shares. It is expected thatthis will be published (together with the Henderson Group Circular) by 4 March 2011. Details on howGartmore Shareholders can obtain a copy these documents, once published, are contained at paragraph 19of Part X (Additional Information) of this document. Copies of the Henderson Group Circular and theHenderson Group Prospectus will not be sent to Gartmore Shareholders unless so requested.

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The price at which Henderson Group Shares are publicly traded on the London Stock Exchange’s mainmarket for listed securities and the price at which Henderson Group CHESS Depositary Interests trade onthe ASX is subject to fluctuation and may be influenced by a large number of factors. These factors couldbe specific to Henderson Group and its operations or may affect the asset management and financial servicessector or listed companies generally. The price at which New Henderson Group Shares are publicly tradedon the London Stock Exchange’s main market for listed securities as at the Effective Date and the price atwhich New Henderson Group CHESS Depositary Interests trade on the ASX immediately after theirquotation on the ASX and the price which Scheme Shareholders may subsequently realise for their NewHenderson Group Shares or New Henderson Group CHESS Depositary Interests cannot be guaranteed, andmay be more or less than 161.6 pence, being the Closing Price at which Henderson Group Shares weretraded on the main market of the London Stock Exchange as at 25 February 2011, or A$2.56 being theClosing Price at which Henderson Group CHESS Depositary Interests were traded on the ASX as at25 February 2011.

Details of the risk factors relating to the Acquisition will be contained in the Henderson Group Prospectus.Details on how Gartmore Shareholders can obtain a copy of the Henderson Group Prospectus, oncepublished, are contained at paragraph 19 of Part X (Additional Information) of this document. A copy of theHenderson Group Prospectus will not be sent unless so requested.

The Explanatory Statement is set out in Part II (Explanatory Statement) of this document.

3. Background to, and reasons for, the recommendation of the Acquisition by the GartmoreDirectors

In March 2010, a key fund manager of the Gartmore Group was suspended pending the outcome of aninternal investigation in relation to breaches of internal procedures regarding directing trades. Subsequent tothis internal investigation, in June 2010, the FSA confirmed its intention to commence an investigation intothe conduct of this key fund manager and in July 2010, the individual decided to resign to devote his attentionto concluding the FSA investigation into his conduct. Following this, in November 2010, Gartmoreannounced that another key fund manager had informed the Gartmore Board that he wished to retire fromday-to-day fund management.

During this period, Gartmore’s share price experienced sharp declines and on 8 November 2010, theGartmore Board, having regard to its desire to create value for shareholders, announced its intention to carryout an evaluation of the strategic options for the Gartmore Group, including the potential for a sale ofGartmore.

In evaluating the strategic options available to the Gartmore Group, the Gartmore Board’s primaryassessment criteria were to:

• ensure value maximisation for Gartmore Shareholders;

• optimise speed and certainty of execution; and

• regain the Gartmore Group’s business momentum in light of recent developments in its business.

The Gartmore Board also considered a number of factors, including:

• Gartmore’s overall size and relative position in the key markets in which it competes, namely itsmutual fund and absolute return product offerings;

• an assessment of the challenge and amount of time it would take for the Gartmore Group to regainpositive momentum in fund flows;

• Gartmore’s strategic priorities of growing its mutual fund and absolute return businesses andcontinuing to diversify the overall franchise; and

• Gartmore’s recent share price performance and relative valuation.

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On that basis, Gartmore entered into confidential discussions with a broad range of interested parties andreceived a number of indications of interest for acquiring or merging with Gartmore. The Gartmore Boardevaluated the various proposals received based on the criteria described above with a primary focus on thevalue deliverable to Gartmore Shareholders as well as the relative speed and certainty of execution. Inconsidering these factors, the Gartmore Board’s commercial assessment determined that Henderson Group’sproposal presented the most attractive option for Gartmore going forward. The Gartmore Board believes thatits business represents a strong fit with that of Henderson Group, having a similar cultural philosophy,complementary strategic direction and the opportunity to create value through synergies.

The Gartmore Board believes that the Acquisition will help to rebuild value for Gartmore’s Shareholders.Under the terms of the Acquisition, Gartmore Shareholders will receive 0.6667 of a New Henderson GroupShare for each Gartmore Share. The New Henderson Group Shares will rank for the 2010 Final Dividend ifthey are in issue on the payment date for such dividend. If the 2010 Final Dividend is paid before theEffective Date, Gartmore Shareholders will instead receive a cash payment of an amount equivalent to the2010 Final Dividend for each New Henderson Group Share issued to Gartmore Shareholders. Immediatelyfollowing completion of the Acquisition, Scheme Shareholders will hold approximately 22.5 per cent. of theenlarged share capital of Henderson Group, offering them the opportunity to share in the value creation andstrategic benefits of the enlarged business.

4. Irrevocable undertakings

Henderson Group has received irrevocable undertakings from certain Gartmore Shareholders, includingfrom those of the Gartmore Directors who are also Gartmore Shareholders or have an interest in GartmoreShares, to vote in favour of the Scheme at the Court Meeting (or otherwise to be bound by the Scheme).

In total, as at 24 February 2011 (being the latest practicable date prior to the date of this document)Henderson Group has received (i) irrevocable undertakings to vote in favour of the Scheme at the CourtMeeting in respect of 157,797,465 Gartmore Shares representing approximately 43 per cent. of Gartmore’sexisting issued ordinary share capital, and (ii) irrevocable undertakings to be bound by the Scheme in respectof 50,965,706 Gartmore Shares representing approximately 14 per cent. of Gartmore’s existing issuedordinary share capital.

Further details of these irrevocable undertakings are set out in paragraph 6 of Part II (Explanatory Statement)of this document and paragraph 8 of Part X (Additional Information) of this document.

5. Management and employees

Henderson Group attaches great importance to the skills and experience of the management and employeesof Gartmore.

Henderson Group will work with Gartmore during the period up to the Effective Date to ensure retention ofselected employees. Certain key portfolio managers of Gartmore, who collectively had lead responsibilityfor approximately 84 per cent. (including sub-advised AUM) of the Gartmore Group’s AUM as at31 December 2010 have entered into new employment agreements with Henderson Group conditional uponcompletion of the Acquisition. The awards which these key employees hold under the Gartmore OmnibusIncentive Plan will be exchanged for corresponding awards over Henderson Group Shares granted undershare plans operated by Henderson Group; the corresponding awards will have the same vesting schedule asthe Gartmore Group awards.

The Gartmore Board has given due regard to the impact of the Acquisition on Gartmore Group’s employees.As part of this, the Gartmore Board has had detailed discussions with Henderson Group which have includedassurances that Gartmore Group employees who are made redundant will be appropriately compensated.Henderson Group has confirmed that Gartmore Group employees who are offered employment on apermanent basis will be offered employment on the terms and conditions of Henderson Group and itssubsidiary undertakings, which are similar, but not identical, to the Gartmore Group terms and conditions.

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6. Taxation

Your attention is drawn to Part IX (Taxation) of this document. If you are in any doubt about your taxposition, you should consult an appropriately qualified independent professional adviser immediately.

7. Effect of the Scheme on the Gartmore Omnibus Incentive Plan and beneficiaries under theBarclays Wealth Nominee Arrangements

Participants in the Gartmore Omnibus Incentive Plan and beneficiaries under the Barclays Wealth NomineeArrangements will be sent letters shortly after the date of this document explaining the effect of theAcquisition on their holdings and the actions they may take.

8. Information for DI Holders

If you are a DI Holder, you may vote at the Court Meeting by instructing the Gartmore Depository on howto vote by completing the Form of Direction in hard copy form or by using the CREST voting service inaccordance with the procedures set out in the CREST Manual (please see the Action to be Taken section onpages 7 to 9 of this document for more information).

In the event that you wish to attend and vote at the Court Meeting in respect of the Gartmore Shares whichare represented by your Depository Interests, you must request, by no later than 9.00 a.m. (London time) on18 March 2011, a Letter of Representation from the Gartmore Depository (in accordance with theinstructions set out in the Form of Direction).

If the Scheme is sanctioned by the Court, the Gartmore Depository will cancel the DIs before the SchemeRecord Time and each DI Holder will be recorded on the Register as holding the same number of GartmoreShares as they held DIs immediately before the DIs were cancelled. Therefore, anyone holding DIsimmediately prior to the Scheme Record Time will participate in the Scheme as a holder of Scheme Shares.

9. Delisting of Gartmore Shares

The attention of Gartmore Shareholders is drawn to paragraph 21 of Part II (Explanatory Statement) of thisdocument in relation to Henderson Group’s intentions regarding the cancellation of the listing of and tradingin Gartmore Shares.

10. Implementation Agreement

Gartmore and Henderson Group have entered into the Implementation Agreement in relation to theimplementation of the Acquisition and related matters. Pursuant to the Implementation Agreement, Gartmoreand Henderson Group have agreed, amongst other things, to use all reasonable endeavours to implement theAcquisition on a timely basis and in accordance with an agreed indicative timetable.

Under the terms of the Implementation Agreement, Henderson Group may elect at any time by delivering awritten notice to Gartmore to that effect to implement the Acquisition by way of a Takeover Offer forGartmore as an alternative to the Scheme. Any such Takeover Offer shall be launched in accordance with theCity Code and be made on substantially similar terms and conditions to those contained in Part III(Conditions), subject to the acceptance condition being set at 90 per cent. of the shares to which suchTakeover Offer relates (or such lower percentage as may be determined by the City Code Expert).

Further information in relation to the Implementation Agreement is set out at paragraph 12.1(a) of Part X(Additional Information) of this document.

Application of the City Code

As Gartmore is incorporated in the Cayman Islands, the City Code does not apply to Gartmore. However,pursuant to the Implementation Agreement, Gartmore and Henderson Group have agreed to comply (andeach of them shall procure that each of their directors and each member of their respective Groups and in the

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case of Henderson Group, each person acting in concert with it in relation to Gartmore, shall comply) withthe general principles and rules of the City Code in the conduct and execution of the Acquisition as if theCity Code applied in full to the Acquisition, subject to certain exceptions set out in, or agreed pursuant to,the Implementation Agreement.

Termination

The Implementation Agreement terminates in certain circumstances, which are set out more fully inparagraph 12.1(a) of Part X (Additional Information) of this document. In summary, termination may occurin the following circumstances: as agreed between Henderson Group and Gartmore; if the Scheme orTakeover Offer lapses; if there is a Competing Proposal pursuant to which a bona fide third party hasacquired at least 50 per cent. of the issued share capital of Gartmore; if the Gartmore Directors withdraw,qualify or modify their recommendation of the Acquisition at any time prior to the Court Meeting; if theHenderson Group Directors do not recommend (or they withdraw, qualify or modify such recommendation)that the Henderson Group Shareholders vote in favour of the resolution to be proposed at the HendersonGroup General Meeting; if any of the Conditions have become incapable of being satisfied; or if the EffectiveDate has not occurred by the Longstop Date.

Non-solicitation Undertakings

Gartmore has agreed that it will not solicit, initiate, enter into or participate in any discussions or negotiationsor otherwise communicate with any person in relation to any actual or potential Competing Proposal (otherthan as required by the Implementation Agreement) and that it shall immediately notify Henderson Groupof any approach that is made or any circumstances indicating that an approach is likely to be made toGartmore in relation to any Competing Proposal and shall keep Henderson Group informed as to theprogress of such Competing Proposal.

Break Fee

The Implementation Agreement provides that in certain specified circumstances Gartmore will payHenderson Group a break fee of £3.4 million where a change of control occurs as a result of a CompetingProposal. Further details in relation to the scenarios in which Gartmore will be obliged to pay a break feeare set out in paragraph 12.1(a) of Part X (Additional Information) of this document.

11. Overseas Shareholders

Persons resident in, or citizens of, jurisdictions outside the United Kingdom and Australia should refer toparagraph 18 of Part II (Explanatory Statement) of this document.

12. The Scheme and the Court Meeting

The Acquisition is being effected by means of a scheme of arrangement between Gartmore, HendersonGroup and the Scheme Shareholders pursuant to the provisions of section 86 of the Cayman Companies Law.The procedure involves an application by Gartmore to the Court to sanction the proposed Scheme inconsideration for which Scheme Shareholders will receive the Consideration.

Upon the Scheme becoming Effective, all Scheme Shares shall be transferred from the Scheme Shareholdersto Henderson Group who shall thereafter become the legal and beneficial owner of the whole of the issuedshare capital of Gartmore.

Before the Court Order can be sought, the proposed Scheme requires, amongst other things, the approval ofa majority in number representing 75 per cent. or more in value of the holders of Gartmore Shares presentand voting, either in person or by proxy, at the Court Meeting. As DI Holders hold their shares beneficiallythrough the Gartmore Depository, DI Holders are not holders of Gartmore Shares for the purposes ofcalculating the “majority in number” requirement. Instead, the vote of the Gartmore Depository will countas the vote of one person for the majority in number requirement.

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The Court Meeting has been convened by order of the Court pursuant to section 86 of the CaymanCompanies Law for the purposes of considering and, if thought fit, approving the proposed Scheme (with orwithout modification).

The Scheme will take effect in accordance with its terms when the Court Order has been delivered to theRegistrar of Companies. If the Scheme becomes effective under the Cayman Companies Law, it will bebinding on all Scheme Shareholders irrespective of whether they attended or voted, and if they voted,whether they voted for or against the Scheme at the Court Meeting.

It is important that as many votes as possible are cast at the Court Meeting so that the Court may besatisfied that there is a fair and reasonable representation of opinion of Gartmore Shareholders. Youare therefore strongly urged to complete and return your Form of Proxy and/or Form of Direction (asapplicable) for the Court Meeting as soon as possible.

Further details of the Scheme and the Court Meeting are set out in paragraph 17 of Part II (ExplanatoryStatement) of this document.

13. Action to be taken

A Notice convening the Court Meeting is set out in Part XII (Notice of Court Meeting) of this document. Youwill find accompanying this document a Form of Proxy (to be completed by Gartmore Shareholders) or aForm of Direction (to be completed by DI Holders) for use at the Court Meeting.

Whether or not you intend to be present at the Court Meeting, you are requested to complete and return theForm of Proxy and/or Form of Direction, whether in hard copy form or electronically, for the Court Meetingin accordance with the relevant instructions.

Your attention is drawn to paragraph 22 of Part II (Explanatory Statement) of this document which explainsin detail the action you should take in relation to the Acquisition and the Scheme, a summary of which is setout on pages 7 to 9 of this document.

If you have any questions relating to this document or the completion and return of the Form of Proxyand/or Form of Direction, please contact Capita Registrars on 0871 664 0321 or, if telephoning fromoutside the United Kingdom, on +44 (0) 20 8639 3399 between 9.00 a.m. and 5.00 p.m. (London time)Monday to Friday. Calls from a UK landline to the 0871 664 0321 number cost 10 pence per minute(including VAT) plus any additional charges from your service provider. Calls to the helpline fromoutside the UK will be charged at applicable international rates. Different charges may apply to callsfrom mobile telephones and all calls will be recorded and monitored for security and trainingpurposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of theAcquisition or give any legal, tax or financial advice.

Further details relating to settlement are set out in paragraph 20 of Part II (Explanatory Statement) of thisdocument.

14. Further information

Your attention is drawn to the Explanatory Statement from Goldman Sachs International set out in Part II(Explanatory Statement) of this document, which gives further details about the Acquisition and to the termsof the Scheme which are set out in full in Part VII (The Scheme of Arrangement) of this document. Pleasenote that the information contained in this letter is not a substitute for reading the remainder of thisdocument.

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15. Recommendation

The Gartmore Directors, who have been so advised by Goldman Sachs International, consider theterms of the Acquisition to be fair and reasonable. In providing advice to the Gartmore Directors,Goldman Sachs International has taken into account the commercial assessments of the GartmoreDirectors. Accordingly, the Gartmore Directors unanimously recommend that GartmoreShareholders vote in favour of all resolutions necessary to implement the Scheme, as they haveirrevocably undertaken so to do in respect of their own Gartmore Shares (representing approximately2.9 per cent. of the issued share capital of Gartmore).

Yours sincerely,

Andrew SkirtonNon-Executive Chairman for and on behalfof the Gartmore Directors

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PART II

EXPLANATORY STATEMENT

Goldman Sachs InternationalLondon

26 February 2011

To: Gartmore Shareholders and, for information only, participants in the Gartmore Omnibus Incentive Planand beneficiaries under the Barclays Wealth Nominee Arrangements

Dear Gartmore Shareholder,

Recommended share-for-share acquisition of Gartmore by Henderson Group

1. Introduction

On 12 January 2011, it was announced that the boards of Henderson Group and Gartmore had reachedagreement on the terms of a recommended acquisition by Henderson Group of the entire issued ordinaryshare capital of Gartmore, to be effected by means of a scheme of arrangement between Gartmore, theScheme Shareholders and Henderson Group pursuant to section 86 of the Cayman Companies Law.

Your attention is drawn to the letter from the Chairman on behalf of the Gartmore Directors set outin Part I (Chairman’s Letter) of this document, which forms part of this Explanatory Statement. Thatletter explains, amongst other things, why the Gartmore Board, who have been so advised by GoldmanSachs International, consider the terms of the Acquisition to be fair and reasonable. In providing itsadvice to the Gartmore Board, Goldman Sachs International has taken into account the commercialassessment of the Gartmore Board. Accordingly, the Gartmore Board is unanimously recommendingto Gartmore Shareholders to vote in favour of the Scheme at the Court Meeting. In addition, those ofthe Gartmore Directors who are also Gartmore Shareholders or who have interests in GartmoreShares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting.

The Gartmore Board has been advised by Goldman Sachs International in connection with the Acquisition.Goldman Sachs International has been authorised by the Gartmore Board to write to you to set out the termsof the Acquisition and the Scheme and to provide you with other relevant information.

Statements made or referred to in this Explanatory Statement which refer to the background to and reasonsfor the Acquisition (including paragraphs 3 and 4 of this Part II (Explanatory Statement)), to informationconcerning the business of Henderson Group and its subsidiary undertakings and intentions and expectationsregarding Henderson Group and its subsidiary undertakings and the Combined Group, reflect the views ofthe Henderson Group Board. Statements made or referred to in this Explanatory Statement which refer tothe background to, and reasons for, recommending the Acquisition, to information concerning the businessof the Gartmore Group (other than the future plans for the Combined Group described in paragraph 4 of thisPart II (Explanatory Statement)) reflect the views of the Gartmore Board.

The terms of the Scheme are set out in full in Part VII (The Scheme of Arrangement) of this document. Yourattention is also drawn to the further information contained in this document which forms part of thisExplanatory Statement.

The Scheme is conditional upon the Conditions and further terms set out in Part III (Conditions) of thisdocument being satisfied or (if capable of waiver) waived.

Gartmore Shareholders should read the whole of this document before deciding whether or not to vote infavour of the Scheme at the Court Meeting.

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2. The Acquisition and overview of the terms of the Scheme

The Acquisition will be effected by way of the Scheme, the full details of which are set out in Part VII(The Scheme of Arrangement) of this document. The Scheme requires, among other things, the approval ofGartmore Shareholders at the Court Meeting and the sanction of the Court before it can become Effective.

Under the terms of the Scheme, which is subject to the Conditions and further terms set out in Part III(Conditions) of this document, Scheme Shareholders on the Register at the Scheme Record Time willreceive:

for each Scheme Share 0.6667 New Henderson Group Shares

Fractions of New Henderson Group Shares will not be allotted or issued to Scheme Shareholders but will beaggregated and sold in the market and the net proceeds of sale distributed pro rata to the SchemeShareholders entitled thereto. However, individual entitlements to amounts of less than £5 will be retainedfor the benefit of Henderson Group.

In addition, the New Henderson Group Shares will rank for the 2010 Final Dividend if they are in issue onthe payment date in respect of such dividend. As announced by Henderson Group on 23 February 2011, theHenderson Group Board has recommended a final dividend of 4.65 pence per Henderson Group Share to bepayable on 27 May 2011 to Henderson Group Shareholders on the register on 6 May 2011, subject to theapproval of Henderson Group Shareholders at the Henderson Group 2011 Annual General Meeting.Henderson Group has agreed that if the 2010 Final Dividend is paid before the Effective Date, it willcompensate Scheme Shareholders by making a cash payment as soon as reasonably practicable after theEffective Date, but in any case within 14 days of the Scheme Record Date, of an amount equivalent to the2010 Final Dividend for each New Henderson Group Share issued to Scheme Shareholders.

Applications will be made to the UKLA for the New Henderson Group Shares to be admitted to listing onthe Official List with a premium listing and to the London Stock Exchange for the New Henderson GroupShares to be admitted to trading on its main market for listed securities. Application for quotation on thefinancial market operated by ASX will be made in respect of any New Henderson Group CHESS DepositaryInterests representing New Henderson Group Shares to be issued. It is anticipated that Admission willbecome effective, and dealings for normal settlement in the New Henderson Group Shares will commenceat 8.00 a.m. (London time) on the Effective Date. It is anticipated that quotation of the New HendersonGroup CHESS Depositary Interests will take place, and that dealings will commence, on the ASX on anormal settlement basis on the Australian Business Day after the Effective Date.

Based on the Closing Price of 161.6 pence per Henderson Group Share as at 25 February 2011, theAcquisition values each Gartmore Share at 107.7 pence and values the issued share capital ofGartmore at approximately £392.1 million.

If the Scheme becomes effective under the Cayman Companies Law and assuming 242,639,403 NewHenderson Group Shares are issued as consideration for the Acquisition, Scheme Shareholders willhold approximately 22.5 per cent. of the enlarged share capital of Henderson Group immediatelyfollowing completion of the Acquisition, giving them the opportunity to share in the development ofand benefits accruing to the Combined Group.

To be approved, the Scheme requires a majority in number representing not less than 75 per cent. in valueof holders of Gartmore Shares present and voting at the Court Meeting, either in person or by proxy, to beheld at 9.00 a.m. (London time) on 21 March 2011 to vote in favour of the Scheme. As DI Holders hold theirshares beneficially through the Gartmore Depository, DI Holders are not holders of Gartmore Shares for thepurposes of calculating the “majority in number” requirement. Instead, the vote of the Gartmore Depositorywill count as the vote of one person for the majority in number requirement.

The Court Meeting will be held at the offices of Gartmore (Gartmore House, 8 Fenchurch Place, LondonEC3M 4PB). Further details of the Court Meeting are set out in paragraph 17.2 of this Part II (ExplanatoryStatement).

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Following the Court Meeting, it is expected that the Court Hearing to sanction the Scheme will take placeon 31 March 2011. The Scheme Record Date is expected to be 1 April 2011 and the Effective Date isexpected to be 4 April 2011 (being the next Business Day after the Scheme Record Date).

If the Scheme becomes effective under the Cayman Companies Law, it will be binding on all SchemeShareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted foror against the Scheme at the Court Meeting.

Upon the Scheme becoming Effective, Gartmore will become a wholly-owned subsidiary of HendersonGroup and certificates and cheques in respect of the Consideration will be despatched as set out inparagraph 20 of this Part II (Explanatory Statement) as soon as reasonably practicable and in any case, within14 days of the Scheme Record Date.

The New Henderson Group Shares to be allotted and issued in connection with the Acquisition will beallotted and issued credited as fully paid and will rank pari passu in all respects with the then existing issuedHenderson Group Shares and will be entitled to the 2010 Final Dividend if paid after the Effective Date andto all other dividends and other distributions declared or paid by Henderson Group after the Effective Date.Australian Scheme Shareholders will receive New Henderson Group CHESS Depositary Interests unlessthey elect to receive New Henderson Group Shares. Australian Scheme Shareholders may make such anelection by completing and returning the Form of Election enclosed with this document in accordance withthe instructions set out therein.

Applications will be made to the UKLA for the New Henderson Group Shares to be admitted to listing onthe Official List with a premium listing and to the London Stock Exchange for the New Henderson GroupShares to be admitted to trading on its main market for listed securities. Application for quotation on thefinancial market operated by ASX will be made in respect of any New Henderson Group CHESS DepositaryInterests representing New Henderson Group Shares to be issued. It is anticipated that Admission willbecome effective and dealings for normal settlement in the New Henderson Group Shares will commence at8.00 a.m. (London time) on the Effective Date. It is anticipated that quotation of the New Henderson GroupCHESS Depositary Interests will take place, and that dealings will commence, on the ASX on a normalsettlement basis on the Australian Business Day following the Effective Date. Henderson Group is requiredto publish a prospectus in connection with the issue of the New Henderson Group Shares. It is expected thatthis will be published (together with the Henderson Group Circular) by 4 March 2011. Details on howGartmore Shareholders can obtain a copy of these documents, once published, are set out at paragraph 19 ofPart X (Additional Information) of this document.

The price at which Henderson Group Shares are publicly traded on the London Stock Exchange’s mainmarket for listed securities and the price at which Henderson Group CHESS Depositary Interests trade onthe ASX is subject to fluctuation and may be influenced by a large number of factors. These factors couldbe specific to Henderson Group and its operations or may affect the asset management and financial servicessector or listed companies generally. The price at which New Henderson Group Shares are traded on theLondon Stock Exchange’s main market for listed securities as at the Effective Date, and the price at whichNew Henderson Group CHESS Depositary Interests trade on the ASX immediately after their quotation onthe ASX and the price which Scheme Shareholders may subsequently realise for their New Henderson GroupShares or New Henderson Group CHESS Depositary Interests cannot be guaranteed and may be more or lessthan 161.6 pence, being the Closing Price at which Henderson Group Shares were traded on the main marketof the London Stock Exchange as at 25 February 2011, or A$2.56, being the Closing Price at whichHenderson Group CHESS Depositary Interests traded on ASX as at 25 February 2011.

Details of the risk factors relating to the Acquisition will be contained in the Henderson Group Prospectus.Details on how Gartmore Shareholders can obtain a copy of this document, once published, are set out atparagraph 19 of Part X (Additional Information) of this document.

3. Background to and reasons for the Acquisition

The Gartmore Group is an established traditional equity and alternative asset management firm, with AUMof £17.2 billion as at 31 December 2010, whose mutual funds, alternative funds and segregated mandates are

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distributed to clients in the United Kingdom, Continental Europe, North America, Japan and South America.A key element of Gartmore’s strategy has been to build scale in retail and absolute return strategies whichtypically have higher margins. The Henderson Group Board believes that this is consistent with HendersonGroup’s higher margin growth strategy, which was reinforced by its acquisition of New Star in 2009. TheHenderson Group Board believes that the combination of Gartmore Group’s products, especially in the UKand European retail and absolute return fund ranges, with Henderson Group’s own products will represent asignificant acceleration of Henderson Group’s own ambitions in these markets. The Gartmore Group has anumber of top-rated products and investment managers that are complementary or additive to HendersonGroup’s existing capabilities and offering. The Combined Group will also be diversified across asset classes,geographies, client types, products and investment capabilities.

The Henderson Group Board believes that, under Henderson Group’s ownership, the risks resulting fromreliance on key fund managers will be reduced given the larger number of fund managers in the CombinedGroup and the fact that no single fund manager would at completion of the Acquisition manage more thansix per cent. of AUM. Consequently, the Gartmore Group’s clients will again begin to recognise the strengthand quality of the portfolio of funds and mandates of the Combined Group as the expected benefits of theAcquisition materialise.

The Henderson Group Board believes that the Acquisition offers compelling benefits as it:

• reinforces Henderson Group’s and its subsidiary undertakings’ existing investment capabilities withthe addition of many of the Gartmore Group’s highly respected and highly rated portfolio managers;

• significantly enhances the presence in UK retail asset management of Henderson Group and itssubsidiary undertakings;

• increases the AUM in absolute return products for the Combined Group to over $6 billion (based onAUM as at 31 December 2010);

• expands and strengthens the product range, investment capabilities and distribution reach ofHenderson Group and its subsidiary undertakings;

• complements the existing investment processes and approach of Henderson Group and its subsidiaryundertakings and Gartmore Group;

• is consistent with Henderson Group’s higher margin growth strategy and adds product strengths thatencompass traditional long only and absolute return offerings in both institutional and retail segments,in particular, by combining the Gartmore Group absolute return franchise with the existing absolutereturn range of Henderson Group and its subsidiary undertakings;

• will benefit from Henderson Group’s previous experience of integrating New Star;

• delivers certainty to Gartmore Shareholders and the Gartmore Group’s clients and employees; and

• provides significant economies of scale, enabling the Combined Group to extract cost efficienciesthrough the reduction of operational overlap.

Based on the Gartmore Group’s estimated run-rate net revenue of £163.2 million as at 31 December 2010(calculated at the date of Announcement on the basis set out in paragraph 17 of Part X (AdditionalInformation) of this document), under Henderson Group’s ownership the acquired business would bebrought over at an operating margin in excess of 60 per cent.

After taking account of prudent AUM assumptions, this operating margin is not expected to be below50 per cent. and, on this basis, the Acquisition is expected to deliver significant enhancement in FutureUnderlying Earnings per Henderson Group Share and a return on investment (calculated on the basis ofFuture Underlying Earnings) in excess of Henderson Group and its subsidiary undertakings’ cost of capitalfrom 2011, in each case before integration and deal costs.

4. Integration of Gartmore

Henderson Group intends to migrate the Gartmore Group’s business on to its own operating platforms.Office locations and requirements will be reviewed in due course depending on the business needs of theCombined Group. Henderson Group expects pre-tax integration and deal costs to be approximately£70 million. These costs are expected to occur during 2011 and will be funded from Henderson Group’sexisting resources.

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5. Background to, and reasons for, the recommendation of the Acquisition by the GartmoreBoard

Details of the background to, and reasons for, the recommendation of the Acquisition by the Gartmore Boardare set out in paragraph 3 of Part I (Chairman’s Letter) of this document.

6. Irrevocable undertakings

As at 24 February 2011, being the latest practicable date prior to the publication of this document, HendersonGroup has received irrevocable undertakings from certain Gartmore Shareholders (including from GartmoreDirectors who are also Gartmore Shareholders or have an interest in Gartmore Shares) to vote in favour ofthe Scheme at the Court Meeting (or otherwise to be bound by the Scheme), representing approximately57.36 per cent. of the existing issued ordinary share capital of Gartmore. The undertakings from theGartmore Directors who are Gartmore Shareholders or have an interest in Gartmore Shares to vote in favourof the Scheme at the Court Meeting are in respect of their entire holdings amounting to 10,560,494 GartmoreShares representing approximately 2.90 per cent. of Gartmore’s existing issued ordinary share capital. Theundertakings from certain Gartmore employees to be bound by the Scheme are in respect of their entireholdings amounting to 50,965,706 Gartmore Shares, representing approximately 14.00 per cent. ofGartmore’s existing issued ordinary share capital. The undertakings from Hellman & Friedman and RogerGuy to vote in favour of the Scheme at the Court Meeting are in respect of their entire holdings amountingto 91,651,167 Gartmore Shares representing approximately 25.18 per cent. of Gartmore’s existing issuedordinary share capital. The undertaking from Barclays Wealth to vote in favour of the Scheme at the CourtMeeting is in respect of unallocated shares held by Barclays Wealth as trustee for the Gartmore OmnibusIncentive Plan. As at 24 February 2011, being the latest practicable date prior to the date of this document,Barclays Wealth held 3,008,862 Gartmore Shares which were unallocated representing 0.83 per cent. ofGartmore’s existing issued ordinary share capital. However, the number of shares subject to the undertakingfrom Barclays Wealth will fluctuate as Gartmore Shares cease to be, or become, unallocated. Theundertakings from the Gartmore Directors who are Gartmore Shareholders or who have an interest inGartmore Shares, and certain Gartmore employees, Hellman & Friedman, Roger Guy and Barclays Wealthwill cease to be binding only if the Scheme or Takeover Offer (as applicable) lapses or is withdrawn and willremain binding in the event that a higher Competing Proposal for Gartmore is made.

The undertakings received by Henderson Group also include undertakings from Lansdowne Partners andHenderson Global Investors to vote in favour of the Scheme at the Court Meeting in respect of 52,576,942Gartmore Shares representing approximately 14.45 per cent. of Gartmore’s existing issued ordinary sharecapital. These undertakings will cease to be binding if (i) Henderson Group announces that it does not intendto make or proceed with the Scheme or Takeover Offer (as applicable) and no new, revised or replacementScheme or Takeover Offer is announced at the same time; or (ii) the Scheme or Takeover Offer (asapplicable) lapses or is withdrawn; or (iii) a third party announces a Competing Proposal, where suchCompeting Proposal provides that the price per share of the consideration available under such CompetingProposal represents (in the reasonable opinion of Goldman Sachs International) an improvement of no lessthan a ten per cent. premium to the price per Gartmore Share being offered at that time by Henderson Groupand Henderson Group does not increase the value of the consideration under the terms of the Scheme orOffer (as applicable) to a price per Gartmore Share to an equivalent amount (in the reasonable opinion ofGoldman Sachs International) to that being offered by the third party within seven days of the date of thethird party’s announcement.

In total, therefore, as at 24 February 2011 (being the latest practicable date prior to the date of thisdocument), Henderson Group has received (i) irrevocable undertakings to vote in favour of the Scheme atthe Court Meeting in respect of 157,797,465 Gartmore Shares representing approximately 43 per cent. ofGartmore’s existing issued ordinary share capital, and (ii) irrevocable undertakings to be bound by theScheme in respect of 50,965,706 Gartmore Shares representing approximately 14 per cent. of Gartmore’sexisting issued ordinary share capital.

Further details of these irrevocable undertakings are set out in paragraph 8 of Part X (Additional Information)of this document.

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7. Information relating to Gartmore and update on current trading

The Gartmore Group is an established traditional equity and alternative asset management firm, whosemutual funds, alternative funds and segregated mandates are distributed to clients in the United Kingdom,Continental Europe, North America, Japan and South America. Headquartered in London, the GartmoreGroup also has offices in Tokyo, Boston, Madrid and Frankfurt. Gartmore is incorporated, and has itsregistered office, in the Cayman Islands, and Gartmore Shares have been listed on the Official List andadmitted to trading on the London Stock Exchange’s main market for listed securities since 16 December2009.

Over the last ten years, the Gartmore Group has built a significant alternative asset management business interms of AUM. This is in addition to its long-standing long-only equities business, making the GartmoreGroup one of the few asset management firms with significant expertise in both key market segments.

The Gartmore Group’s AUM as at 31 December 2010 was £17.2 billion (2009: £22.2 billion) with netrevenue for the year ended 31 December 2010 of £208.7 million (2009: £223.7 million) and profit of£13.3 million (2009: £47.6 million). No dividend was paid for the financial year.

Of the Gartmore Group’s £17.2 billion of AUM as at 31 December 2010, approximately 88 per cent. wasinvested in listed equities, with approximately 12 per cent. invested in other assets, including fixed income,private equity and managed futures funds. The Gartmore Group’s AUM as at 31 December 2010 was splitamongst its three product classes as follows:

• mutual funds: £11.1 billion invested in 50 mutual funds for approximately 174,000 investor accounts;

• alternative funds: £2.1 billion invested through 15 different hedge fund strategies and related managedaccounts and in-house fund of funds for approximately 289 direct investors; and

• segregated mandates: £4.0 billion invested through separate mandates for 33 clients.

At 31 December 2010, 60 per cent., 72 per cent. and 74 per cent. of the Gartmore Group’s mutual fund AUMwas invested in funds that have achieved first or second quartile performance over the last one, three and fiveyears, respectively.

Net debt of the Gartmore Group at 31 December 2010 was £49.5 million comprising gross debt of £246.5million and cash of £197.0 million. Seed capital investments at 31 December 2010 were £9.2 million.

At 31 December 2010, Gartmore had consolidated net assets of £206.1 million.

Update on current trading

The Gartmore Group had AUM of £16.5 billion as at 31 December 2010 (as set out in Gartmore’s 2010preliminary results announcement on 23 February 2011 and taking into account notified redemptions as at7 January 2011). Since 31 December 2010, the Gartmore Group has experienced net outflows (net of notifiedredemptions) in January of £390 million and in February (up to 18 February 2011) of £402 million. However,since 31 December 2010, markets have been positive, partially offsetting these outflows.

It should be noted that such notifications of redemption may be withdrawn at any time prior to theredemption being implemented.

8. Information relating to Henderson Group and update on current trading

Henderson Group is the ultimate holding company of the investment management group Henderson GlobalInvestors. Henderson Group’s principal place of business is in London. Since December 2003, HendersonGroup Shares have been listed on the Official List and admitted to trading on the LSE’s main market forlisted securities and Henderson Group CHESS Depositary Interests have been quoted and traded on thefinancial market operated by ASX, appearing in the FTSE 250 and ASX 200 indices, respectively. HendersonGroup has approximately 115,000 shareholders worldwide. Henderson Group is incorporated in Jersey andtax-resident in the Republic of Ireland.

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Henderson Group provides its institutional, retail and high net-worth clients access to skilled investmentprofessionals covering a broad range of asset classes, including equities, fixed income, property and privateequity. Henderson Group is one of Europe’s largest investment managers, with £61.6 billion AUM (as at31 December 2010) and employs around 955 people worldwide (as at 31 December 2010).

Henderson Group reported consolidated Underlying Profit of £100.7 million for the year ended 31 December2010 and had consolidated net assets of £354.9 million as at 31 December 2010.

Update on current trading

Henderson Group announced its consolidated results for the year ended 31 December 2010 on 23 February2011. Copies of this announcement can be obtained from Henderson Group’s website atwww.henderson.com/group.

As stated in that announcement, 2010 was characterised by recovery in the global economy, although theeffects of the global financial crisis continued to be felt. Market conditions improved and equity marketsended higher, but the path was not smooth and was lined with episodes of volatility and uncertainty. Giventhe diversity of its business, Henderson Group and its subsidiary undertakings were well placed to navigatethis uncertain and volatile market environment. Henderson Group, together with its subsidiary undertakings,delivered a strong result in 2010 as improved equity markets, good investment performance and £2 billionnet inflows in higher margin products contributed to £100.7 million consolidated Underlying Profit, a 37 percent. increase compared to 2009.

Henderson Group is optimistic about the outlook for markets which bodes well for the business. HendersonGroup’s strategic approach of combining organic growth while remaining alert to opportunities to acceleratestrategic goals has at its heart an overriding focus on its clients, ensuring that it has in place the capabilitiesrequired to help clients achieve their investment objectives. Henderson Group, together with its subsidiaryundertakings, is well positioned to grow its existing product range and develop new products to distributethrough all the channels in every geography in which it operates.

As announced by Henderson Group on 23 February 2011, the Henderson Group Board has recommended afinal dividend of 4.65 pence per Henderson Group Share to be payable on 27 May 2011 to Henderson GroupShareholders on the register on 6 May 2011, subject to the approval of Henderson Group Shareholders at theHenderson Group 2011 Annual General Meeting.

9. Financing of the Acquisition and related expenses

The Consideration for the Acquisition will, subject to approval by Henderson Group Shareholders andAdmission, be satisfied by the issue of approximately 242.6 million New Henderson Group Shares. As at31 December 2010, Gartmore Group had gross debt and net debt of £246.5 million and £49.5 millionrespectively. As at 31 December 2010, Henderson Group had gross debt and net cash of £175.0 million and£1.6 million respectively. Henderson Group expects pre-tax integration and deal costs in relation to theAcquisition to be approximately £70 million. These costs are expected to be incurred during 2011 and willbe funded from Henderson Group’s existing resources. Henderson Group has entered into the HendersonGroup Facilities Agreement that can, following the Effective Date, be used to meet the Combined Group’sdebt obligations, including any which might arise on the change of control of Gartmore, and for generalcorporate and working capital purposes. Henderson Group is considering as part of ongoing balance sheetmanagement the refinancing of part of the facility under the Facilities Agreement through the debt capitalmarkets. For further information regarding the Henderson Group Facilities Agreement, see paragraph 12.2(a)of Part X (Additional Information) of this document.

Henderson Group anticipates that, following completion of the Acquisition, leverage of the Combined Groupwould be well within acceptable limits and consistent with maintaining the financial strength of theCombined Group.

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10. Regulatory Capital

Henderson Group has an investment firm waiver from consolidated supervision in place which is valid until14 April 2014. As a result of the Acquisition, Henderson Group applied for a renewal of the existing waiver.The FSA has confirmed it is minded to grant an investment firm consolidation waiver to Henderson Groupshould the Acquisition be completed. The FSA has indicated that the period of the waiver will be five yearsfrom the expected Effective Date, that is, until 2016, subject to Henderson Group meeting any waiverconditions, which are currently expected to be standard in nature.

FSA consent is being sought for the change of control of the FSA regulated entities within the GartmoreGroup. This process includes a review of the Combined Group’s Internal Capital Adequacy AssessmentProcess and discussions on setting interim Individual Capital Guidance for certain UK-regulated entities ofthe Combined Group.

11. Management and employees

Henderson Group attaches great importance to the skills and experience of the management and employeesof Gartmore.

Henderson Group will work with Gartmore Group during the period up to the Effective Date to ensureretention of selected employees. Certain key portfolio managers of Gartmore Group, who collectively hadlead responsibility for approximately 84 per cent. (including sub-advised AUM) of the Gartmore Group’sAUM as at 31 December 2010, have entered into new employment agreements with Henderson Group andits subsidiary undertakings conditional upon completion of the Acquisition. The awards which these keyemployees hold under the Gartmore Omnibus Incentive Plan will be exchanged for corresponding awardsover Henderson Group Shares granted under share plans operated by Henderson Group; the correspondingawards will have the same vesting schedule as the Gartmore Group awards.

The Gartmore Board has given due regard to the impact of the Acquisition on Gartmore Group’s employees.As part of this, the Gartmore Board has had detailed discussions with Henderson Group which have includedassurances that Gartmore Group employees who are made redundant will be appropriately compensated.Henderson Group has confirmed that Gartmore Group employees who are offered employment on apermanent basis will be offered employment on the terms and conditions of Henderson Group and itssubsidiary undertakings, which are similar, but not identical, to the Gartmore Group terms and conditions.

12. Gartmore Directors and the effect of the Scheme on their interests

Details of the interests of the Gartmore Directors in the share capital of Gartmore are set out in paragraph 4of Part X (Additional Information) of this document.

Details of irrevocable undertakings provided by the Gartmore Directors in relation to the Acquisition are setout above in paragraph 6 of this Part II (Explanatory Statement).

Details of the service contracts (including the termination provisions and payments) of the ExecutiveDirectors and letters of appointment of the Non-Executive Directors are set out in paragraph 11 of Part X(Additional Information) of this document.

Save as set out in this Explanatory Statement, the effect of the Scheme on the interests of the GartmoreDirectors does not differ from its effect on the like interests of any other Gartmore Shareholder.

13. Effect of the Scheme on the Gartmore Omnibus Incentive Plan and beneficiaries under theBarclays Wealth Nominee Arrangements

Participants in the Gartmore Omnibus Incentive Plan and beneficiaries under the Barclays Wealth NomineeArrangements will be sent letters shortly after the date of this document explaining the effect of theAcquisition on their holdings and the actions they may take.

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14. Information for holders of Depository Interests

If you are a DI Holder, you may vote at the Court Meeting by instructing the Gartmore Depository on howto vote by completing the Form of Direction, or by using the CREST voting service in accordance with theprocedures set out in the CREST Manual (please also refer to the notes to the notice convening the CourtMeeting set out in Part XII (Notice of Court Meeting) of this document). Forms of Direction submittedthrough CREST (under CREST participant ID RA10) must be received by Capita Registrars no later than9.00 a.m. (London time) on 18 March 2011.

In the event that you wish to attend and vote in respect of the Gartmore Shares which are represented by yourDepository Interests, at the Court Meeting you must request, by no later than 9.00 a.m. (London time) on18 March 2011, a Letter of Representation from the Gartmore Depository (in accordance with theinstructions set out in the Form of Direction).

If the Scheme is approved, the Gartmore Depository will cancel the DIs before the Scheme Record Time andeach DI Holder will be recorded on the Register as holding the same number of Gartmore Shares as theyheld DIs immediately before the DIs were cancelled. Therefore, anyone holding DIs immediately prior tothe Scheme Record Time will participate in the Scheme as a holder of Scheme Shares.

15. Rights attaching to the New Henderson Group Shares

If the Scheme becomes Effective, the Scheme Shareholders shall receive New Henderson Group Shares(or in the case of Australian Scheme Shareholders who have not elected to receive New Henderson Shares,New Henderson Group CHESS Depositary Interests) by way of Consideration.

Details relating to the comparison of rights of shareholders of Gartmore and of Henderson Group can befound at Part VIII (Comparison of Rights of Shareholders) of this document.

16. Implementation Agreement

Gartmore and Henderson Group have entered into the Implementation Agreement in relation to theimplementation of the Acquisition and related matters. Pursuant to the Implementation Agreement, Gartmoreand Henderson Group have agreed, amongst other things, to use all reasonable endeavours to implement theAcquisition on a timely basis and in accordance with an agreed indicative timetable.

Under the terms of the Implementation Agreement, Henderson Group may elect at any time by delivering awritten notice to Gartmore to that effect to implement the Acquisition by way of a Takeover Offer forGartmore as an alternative to the Scheme. Any such Takeover Offer shall be launched in accordance with theCity Code and be made on substantially similar terms and conditions to those contained in Part III(Conditions), subject to the acceptance condition being set at 90 per cent. of the shares to which suchTakeover Offer relates (or such lower percentage as may be determined by the City Code Expert).

Break Fee

Under the Implementation Agreement, Gartmore has agreed to pay Henderson Group a break fee of£3.4 million if:

(a) the Gartmore Directors (or any committee thereof) either:

(i) fail to recommend the Acquisition unanimously and without qualification; or

(ii) withdraw, qualify or adversely modify or qualify their unanimous and unqualifiedrecommendation of (or their intention so to recommend) the Acquisition,

and in either case there is a change of control as a result of a Competing Proposal becoming effective,becoming or being declared unconditional in all respects or being otherwise completed; or

(b) there is a change of control as a result of a Competing Proposal becoming effective, becoming orbeing declared unconditional in all respects or being otherwise completed; or

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(c) at any time after the Scheme is approved but before the Court Order is granted, the Gartmore Directorsdo not proceed with the Scheme and there is a change of control as a result of a Competing Proposalbecoming effective, becoming or being declared unconditional in all respects or being otherwisecompleted.

Application of the City Code

As Gartmore is incorporated in the Cayman Islands, the City Code does not apply to Gartmore. However,pursuant to the Implementation Agreement, Gartmore and Henderson Group have agreed to comply (andeach of them shall procure that each of their directors and each member of their respective Groups and in thecase of Henderson Group, each person acting in concert with it in relation to Gartmore shall comply) withthe general principles and rules of the City Code in the conduct and execution of the Acquisition as if theCity Code applied in full to the Acquisition, subject to any exceptions set out in, or agreed pursuant to, theImplementation Agreement.

Termination

The Implementation Agreement terminates in certain circumstances, including:

(a) as agreed in writing between Gartmore and Henderson Group at any time prior to completion of theAcquisition;

(b) if the Scheme lapses or terminates, unless Henderson Group has elected prior to such time or electswithin five Business Days following such time to implement the Acquisition by way of the TakeoverOffer in accordance with the Implementation Agreement;

(c) in circumstances where Henderson Group elects to implement the Acquisition by way of a TakeoverOffer, if the Takeover Offer lapses, is withdrawn by Henderson Group (as permitted pursuant to theImplementation Agreement) or otherwise ceases to be capable of becoming or being declared whollyunconditional;

(d) upon service of a notice by Henderson Group on Gartmore if at any time prior to satisfaction of theConditions there is a Competing Proposal (or any other amendment, variation or revision of suchproposal) pursuant to which a bona fide third party has acquired at least 50 per cent. of the issuedshare capital of Gartmore;

(e) upon service of a notice by Henderson Group on Gartmore if the recommendation of the GartmoreDirectors contained in the Announcement is withdrawn, qualified or modified adversely at any timeprior to the Court Hearing;

(f) upon service of a notice by Gartmore on Henderson Group if the directors of Henderson Group do notrecommend that Henderson Group Shareholders vote in favour of the resolution to be proposed at theHenderson Group Meeting or their recommendation is withdrawn, qualified or modified adversely atany time prior to the Henderson Group Meeting;

(g) upon service of a notice by Henderson Group on Gartmore if any of the Conditions has becomeincapable of being satisfied; and/or

(h) if the Effective Date has not occurred by the Longstop Date.

Non-solicitation Undertakings

Gartmore has also agreed that it will not solicit, initiate or (save where necessary to ensure compliance withthe fiduciary duties of the directors of Gartmore or to ensure compliance with the City Code) enter into orparticipate in any discussions or negotiations or otherwise communicate with any person in relation to anyCompeting Proposal. In addition, Gartmore shall notify Henderson Group if it receives a proposal from abona fide third party and, if the Gartmore Board are satisfied that the terms of a Competing Proposal are noless favourable than the terms of the Acquisition and they determine to withdraw, modify, qualify or amend

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their recommendation of the Acquisition, Gartmore shall notify Henderson Group of the identity of therelevant third party and the material terms of the Competing Proposal.

Further details of the Implementation Agreement are set out in paragraph 12.1(a) of Part X (AdditionalInformation) of this document.

17. The Scheme

17.1 Introduction

The Acquisition is being effected by means of a scheme of arrangement between Gartmore,Henderson Group and the Scheme Shareholders pursuant to the provisions of section 86 of theCayman Companies Law, details of which are set out in full in Part VII (The Scheme of Arrangement)of this document.

The purpose of the Scheme is to enable Henderson Group to become the owner of the entire issuedshare capital of Gartmore. The procedure involves an application by Gartmore to the Court to sanctionthe proposed Scheme and to effect the transfer to Henderson Group of the Scheme Shares from theScheme Shareholders in consideration for which the Scheme Shareholders will receive theConsideration.

Before the Court Order can be sought the proposed Scheme requires, amongst other things, theapproval at the Court Meeting of a majority in number representing 75 per cent. or more in value ofthe holders of Gartmore Shares present and voting, either in person or by proxy, at the Court Meeting.As DI Holders hold their shares beneficially through the Gartmore Depository, DI Holders are notholders of Gartmore Shares for the purposes of calculating the “majority in number” requirement.Instead, the vote of the Gartmore Depository will count as the vote of one person for the majority innumber requirement.

The Court Meeting has been convened by order of the Court pursuant to section 86 of the CaymanCompanies Law for the purposes of considering and, if thought fit, approving the proposed Scheme(with or without modification).

Following the Court Meeting and the satisfaction (or, where applicable, waiver) of the otherConditions, the Scheme must also be sanctioned by the Court at the Court Hearing. The Scheme willtake effect in accordance with its terms when the Court Order has been delivered to the Registrar ofCompanies. If the Scheme becomes effective under the Cayman Companies Law, it will be bindingon all Scheme Shareholders irrespective of whether they attended or voted, and if they voted, whetherthey voted for or against the Scheme, at the Court Meeting.

It is intended that dealings in Gartmore Shares will be suspended at 5.00 p.m. (London time) on theScheme Record Date. The London Stock Exchange and the UK Listing Authority will be requestedrespectively to cancel trading in Gartmore Shares on the London Stock Exchange’s market for listedsecurities and the listing of the Gartmore Shares from the Official List. The last day of dealings inGartmore Shares on the London Stock Exchange is expected to be the Scheme Record Date, and notransfers will be registered after 6.00 p.m. (London time) on that date. On the Scheme Record Date,and prior to the Scheme Record Time, entitlements to Depository Interests held within CREST willbe cancelled and each DI Holder will be recorded on the Register as holding the same number ofGartmore Shares as they held DIs immediately before the DIs were cancelled. On the Effective Date,the Scheme Shares will be transferred to Henderson Group and Gartmore will become a wholly-owned subsidiary of Henderson Group and share certificates in respect of Scheme Shares will ceaseto be valid and should be destroyed.

17.2 The Court Meeting

The Scheme is subject to the satisfaction (or waiver (if capable of waiver)) of the Conditions andfurther terms set out in Part III (Conditions) of this document. To become effective under the CaymanCompanies Law, the Scheme will require approval by Gartmore Shareholders at the Court Meeting.

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The Court Meeting, which has been convened for 9.00 a.m. on 21 March 2011, is being held at thedirection of the Court to seek the approval of Gartmore Shareholders of the Scheme set out in Part VII(The Scheme of Arrangement) of this document (with or without modification).

Notice of the Court Meeting is set out in Part XII (Notice of Court Meeting) of this document. Saveas set out in paragraph 22 of this Part II (Explanatory Statement), all holders of Gartmore Shareswhose names appear on the Register at the Voting Record Time or, if the Court Meeting is adjourned,on the Register 48 hours before the time and date set for the adjourned Court Meeting, shall be entitledto attend and vote at the Court Meeting in respect of the number of Gartmore Shares registered in theirname at the relevant time.

Further details of action to be taken in respect of voting at the Court Meeting by GartmoreShareholders and DI Holders is set out in paragraph 22 of this Part II (Explanatory Statement).

At least two Gartmore Shareholders must be present either in person or by proxy at the Court Meetingto constitute a quorum. The Scheme must be approved by a majority in number of those holders ofGartmore Shares present and voting, either in person or by proxy, representing 75 per cent. or morein value of all Gartmore Shares held by such Gartmore Shareholders. The result of the vote will beposted on Gartmore’s website (www.gartmore.com). For the purposes of calculating the “majority innumber” requirement for the approval of the Scheme at the Court Meeting, each GartmoreShareholder present and voting, in person or by proxy, will be counted as a single shareholderregardless of the number of Gartmore Shares voted by that Gartmore Shareholder. Accordingly,Gartmore Shareholders should note that appointing more than one proxy will not result in thatGartmore Shareholder being counted more than once for the purposes of determining that the Schemehas been approved by a majority in number of Gartmore Shareholders present and voting at the CourtMeeting. However, if a Gartmore Shareholder votes (or directs a proxy to vote) in favour of theScheme in respect of part of his holding of Gartmore Shares, and against the Scheme in respect ofother Gartmore Shares held by him, that Gartmore Shareholder will be counted as one person votingin favour and one voting against, thereby effectively cancelling out that Gartmore Shareholder’s votefor the purpose of the “majority in number” requirement. As DI Holders hold their shares beneficiallythrough the Gartmore Depository, DI Holders are not holders of Gartmore Shares for the purposes ofcalculating the “majority in number” requirement. Instead, the Gartmore Depository is theshareholder of record and its votes will be treated in the same manner as all other GartmoreShareholders as set out above.

Gartmore Shareholders have the right to raise any questions which they may have in respect of theScheme at the Court Meeting.

Whether or not you intend to attend the Court Meeting in person, please complete and returnthe Form of Proxy (in the case of Gartmore Shareholders) and/or Form of Direction(in the caseof DI Holders), in accordance with the relevant instructions, as soon as possible and, in anyevent, so as to be received, in respect of the Form of Proxy (whether submitted in hard copyform to Capita Registrars or via the Capita Share Portal), by no later than 9.00 a.m. (Londontime) on 19 March 2011 (or in the case of an adjourned meeting, not less than 48 hours prior tothe time and date set for that meeting), and, in respect of the Form of Direction (whethersubmitted in hard copy form to Capita Registrars or via the CREST voting service), no laterthan 9.00 a.m. (London time) on 18 March 2011 (or in the case of an adjourned meeting, not lessthan 72 hours prior to the time and date set for the adjourned meeting). Hard copy versions ofthe Form of Proxy and/or Form of Direction should be returned by post or by hand to CapitaRegistrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Detailed instructions on theaction to be taken are set out in paragraph 22 of this Part II (Explanatory Statement).

17.3 The Court Hearing

Under the Cayman Companies Law, the Scheme also requires the sanction of the Court.

The Court Hearing is expected to be held at 10.00 a.m. on 31 March 2011 (Cayman Islands time) atthe Grand Court of the Cayman Islands, Edward Street, George Town, Grand Cayman KY1-1106. AllGartmore Shareholders are entitled to attend the Court Hearing in person or through counsel to

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support or oppose the sanctioning of the Scheme. Henderson Global Investors and certain Gartmoreemployees who have given irrevocable undertakings have confirmed that they will be represented bycounsel at the Court Hearing so as to consent to the Scheme and to undertake to the Court to be boundthereby.

Even if the Gartmore Shareholders approve the Scheme at the Court Meeting with the vote requiredby the Cayman Companies Law and the other pre-conditions to the Scheme have been satisfied (or ifcapable of waiver, waived) a Court Hearing will still be required to sanction the Scheme. Indetermining whether to exercise its discretion to sanction the Scheme, the Court will determine,among other things, whether the Scheme is fair to the Gartmore Shareholders.

Any Gartmore Shareholder who wishes to appear in person or by counsel at the Court Hearing andpresent evidence or arguments in support of or in opposition to the Scheme may do so. In addition,the Court has wide discretion to hear from other interested parties. Gartmore will not object to theparticipation in the Court Hearing by any beneficial holder of Gartmore Shares who providessufficient evidence that he holds Gartmore Shares through a custodian, broker or other nomineeholder.

The Scheme will become effective in accordance with its terms under the Cayman Companies Lawon the delivery of office copies of the Court Order to the Registrar of Companies. This is expected tooccur after 6.30 p.m. (London time) on 1 April 2011.

If the Scheme becomes effective under the Cayman Companies Law, it will be binding on all SchemeShareholders irrespective of whether or not they attended or voted in favour of the Scheme at theCourt Meeting.

Unless the Effective Time has occurred on or before the Longstop Date or such later date, if any, asGartmore and Henderson Group may jointly agree and the Court may allow, the Acquisition will notproceed.

17.4 Modifications to the Scheme

The Scheme contains a provision for Gartmore and Henderson Group jointly to consent on behalf ofall persons affected to any modification of, or addition to, the Scheme or to any condition approvedor imposed by the Court. The Court would be unlikely to impose any modification of, or addition orcondition to, the Scheme which might be material to the interests of the Scheme Shareholders unlessGartmore Shareholders were informed of any such modification, addition or condition. It would be amatter for the Court to decide, in its discretion, whether or not a further meeting of GartmoreShareholders should be held in these circumstances. Similarly, if a modification, addition or conditionis put forward which, in the opinion of the Gartmore Board, is of such a nature or importance that itrequires the consent of Gartmore Shareholders at a further meeting, the Gartmore Board will not takethe necessary steps to enable the Scheme to become effective under the Cayman Companies Lawunless and until such consent is obtained.

17.5 Alternative means of implementing the Acquisition

Henderson Group has reserved the right to implement the Acquisition by way of a Takeover Offer atany time before the Scheme Record Time or following its withdrawal, in which case additionaldocuments will be despatched to Gartmore Shareholders. In such event, the Takeover Offer will(unless otherwise agreed) be implemented on the same terms so far as applicable as those whichwould apply to the implementation of the Acquisition by means of the Scheme, subject to appropriateamendments to reflect the change in method of effecting the Acquisition. If Henderson Group makesthe Takeover Offer it will include an acceptance condition set at 90 per cent. of the shares to whichsuch Takeover Offer relates (or such lower percentage as may be determined by the City CodeExpert).

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17.6 Conditions to the Acquisition

The Acquisition and, accordingly, the Scheme are subject to a number of conditions (and furtherterms) set out in full in Part III (Conditions) of this document. In summary, the implementation of theScheme is conditional upon, amongst other things:

(a) the approval of the Scheme by a majority in number representing 75 per cent. or more in valueof the holders of Scheme Shares, present and voting, either in person or by proxy, at the CourtMeeting, or any adjournment thereof;

(b) the sanction of the Scheme by the Court (with or without modifications on terms agreed byHenderson Group and Gartmore) and office copies of the Court Order being delivered forregistration to the Registrar of Companies; and

(c) the other Conditions and further terms (set out in Part III (Conditions) of this document) whichare not otherwise summarised in sub-paragraphs (a) or (b) above being satisfied (or waived (ifcapable of waiver)).

18. Overseas Shareholders

The implications of the Scheme and the Acquisition for Overseas Shareholders may be affected by the lawsof jurisdictions outside the United Kingdom, the Cayman Islands and Australia. Overseas Shareholdersshould inform themselves about, and observe, any applicable legal requirements. It is the responsibility ofany Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulatoryrequirements of the relevant jurisdiction in connection therewith, including the obtaining of anygovernmental, exchange control or other consents which may be required, the compliance with othernecessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in suchjurisdiction. The attention of US Holders of Gartmore Shares is drawn to the “Notice to US Holders ofGartmore Shares” contained in the Important Notice on page 2 of this document.

This document has been prepared for the purposes of complying with English law, the Cayman CompaniesLaw, Australian law, certain provisions of the City Code and the Listing Rules and the information disclosedmay not be the same as that which would have been disclosed if this document had been prepared inaccordance with the laws and regulations of any jurisdiction outside of England and Wales, Australia and theCayman Islands.

Gartmore Shareholders who are citizens or residents of the United States or other jurisdictions outsideof the United Kingdom should consult their own legal and tax advisers with respect to the legal andtax consequences of the Scheme in their particular circumstances.

19. Taxation

Your attention is drawn to Part IX (Taxation) of this document for discussion of certain UK and Republic ofIreland tax consequences of the Acquisition for Scheme Shareholders.

20. Settlement

Subject to the Scheme becoming Effective, settlement of the Consideration to which any SchemeShareholder is entitled under the Scheme will be effected in the manner set out below.

20.1 Scheme Shares formerly represented by Depository Interests

Where at the Effective Time, a Scheme Shareholder (other than an Australian Scheme Shareholderwho has not elected to receive New Henderson Group Shares) holds Scheme Shares but immediatelyprior to the cancellation of Depository Interests, was a DI Holder, they will receive any Considerationto which they are entitled through CREST by Computershare Investor Services (Jersey) Limited onbehalf of Henderson Group procuring that Euroclear is instructed to:

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(a) credit the appropriate CREST account with such Scheme Shareholder’s entitlement to NewHenderson Group Shares at the commencement of dealings in New Henderson Group Shares;and

(b) if the relevant Scheme Shareholder is entitled to any cash pursuant to the Scheme, create anassured payment obligation in pounds sterling in favour of the appropriate CREST accountthrough which the relevant Scheme Shareholder held such Depository Interests in respect of thecash due to him/her.

The carrying out of such instructions shall be a complete discharge of the obligations of HendersonGroup under the Scheme with reference to payments made through CREST. Settlement of theConsideration will be made through CREST on the Effective Date, or as soon as practicable thereafter,but in any case within 14 days of the Scheme Record Date, in accordance with CREST arrangements.

As from the cancellation of the Depository Interests, each holding of Depository Interests credited toany stock account in CREST will be disabled and all Depository Interests will be removed fromCREST in due course thereafter.

Henderson Group reserves the right to pay all or any part of the Consideration referred to above to allor any Scheme Shareholder(s) who was a DI Holder immediately prior to the cancellation of theDepository Interests in the manner referred to in sub-paragraph 20.2 of this Part II (ExplanatoryStatement) if for any reason outside its control it is not able to effect settlement in accordance withthis sub-paragraph 20.1.

20.2 Scheme Shares held in certificated form

Where at the Effective Time, a Scheme Shareholder holds Scheme Shares (other than an AustralianScheme Shareholder who has not elected to receive New Henderson Group Shares) in certificatedform (but did not hold such shares in the form of Depository Interests immediately prior to thecancellation of the Depository Interests), settlement of the Consideration will be made as follows:

Share certificates

The relevant Scheme Shareholder will be issued New Henderson Group Shares in certificated form.Definitive certificates for the New Henderson Group Shares will be despatched by first-class post (orby such other method as determined by Henderson Group) within 14 days of the Scheme Record Dateto the address appearing on the Register (or in the case of joint holders, at the address of that jointholder whose name stands first in the Register of such joint holdings) or in accordance with anyspecial instructions regarding communications, and neither Henderson Group nor Gartmore shall beresponsible for any loss or delay in the transmission of certificates sent in this way and suchcertificates shall be sent at the risk of the person entitled thereto.

Temporary documents of title will not be issued pending the despatch by post of the new definitiveshare certificates. Persons wishing to register transfers of New Henderson Group Shares prior to theissue of the new share certificates will be required to forward a completed transfer form to HendersonGroup’s registrar for certification and registration.

On the Effective Date, each certificate representing a holding of Scheme Shares will be cancelled andshare certificates for such shares will cease to be valid and should be destroyed.

Cash

If the relevant Scheme Shareholder is entitled to any cash pursuant to the Scheme, settlement will bemade in pounds sterling by cheque drawn on a branch of a clearing bank in the United Kingdom.

All cash payments (whether in respect of Scheme Shares in uncertificated or certificated form) shallbe made in pounds sterling. Payments made by cheque shall be payable to the holders of the SchemeShares concerned. Cheques shall be despatched as soon as practicable after the Effective Date; but inany event within 14 days of the Scheme Record Date. All deliveries of cheques required to be made

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pursuant to the Scheme shall be effected by posting the same day in pre-paid envelopes addressed tothe persons entitled thereto at their respective addresses as appearing in the Register at the SchemeRecord Time or, in the case of joint holders, at the address of that one of the joint holders whose namestands first in the Register in respect of such joint holding at such time or in accordance with anyspecial instructions regarding communications, and neither Henderson Group nor Gartmore shall beresponsible for any loss or delay in the transmission of cheques sent in this way and such chequesshall be sent at the risk of the person entitled thereto.

20.3 Australian Scheme Shareholders

Australian Scheme Shareholders will receive New Henderson Group CHESS Depositary Interests inplace of New Henderson Group Shares, unless that Australian Scheme Shareholder elects to receiveNew Henderson Group Shares. Australian Scheme Shareholders who wish to receive New HendersonGroup Shares must complete and sign the Form of Election accompanying this document and returnit to Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, as soonas possible, but in any event so that the Form of Election is received by no later than 4.00 p.m.(London time) on 1 April 2011. Consideration due to any Scheme Shareholder who does make anelection to receive New Henderson Group Shares will be settled as set out in sub-paragraphs 20.1 or20.2 above as appropriate. Consideration due to any Scheme Shareholder who does not make such anelection will be settled as follows.

New Henderson Group CHESS Depositary Interests

New Henderson Group Shares will be issued to the Henderson Group CHESS Depositary and therelevant Australian Scheme Shareholder will have New Henderson Group CHESS DepositaryInterests issued to them as soon as practicable after the issuance of New Henderson Group Shares hastaken place. Holding statements for New Henderson Group CHESS Depositary Interests are expectedto be despatched within 14 days of the Scheme Record Date.

Cash

If the relevant Scheme Shareholder is entitled to any cash pursuant to the Scheme, settlement will bemade in Australian dollars by cheque drawn on a branch of a bank in Australia.

All payments (whether in respect of Scheme Shares in uncertificated or certificated form) shall bemade in Australian dollars. Payments made by cheque shall be payable to the Scheme Shareholdersconcerned. Cheques shall be despatched as soon as practicable after the Effective Date, but in anyevent within 14 days of the Scheme Record Date. All deliveries of cheques required to be madepursuant to the Scheme shall be effected by posting the same day in pre-paid envelopes addressed tothe persons entitled thereto at their respective addresses as appearing in the Register at the SchemeRecord Time or, in the case of joint holders, at the address of that one of the joint holders whose namestands first in the Register in respect of such joint holding at such time or in accordance with anyspecial instructions regarding communications, and neither Henderson Group nor Gartmore shall beresponsible for any loss or delay in the transmission of cheques sent in this way and such chequesshall be sent at the risk of the person entitled thereto.

20.4 General

All documents and remittances sent through the post will be sent at the risk of the person(s) entitledthereto.

Except with the consent of the City Code Expert, settlement of the Consideration to which anyScheme Shareholder is entitled under the Scheme will be implemented in full in accordance with theterms of the Scheme free from any lien, right of set-off, counterclaim or other analogous right towhich Henderson Group may otherwise be, or claim to be, entitled against such shareholder.

Each mandate or other instruction in force (or treated as being in force) at the Scheme Record Timerelating to any of the Scheme Shares (including, without limitation, payment of dividends on Scheme

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Shares) and any instruction then in force (or treated as being in force) relating to notices and othercommunications from Gartmore shall, unless and until varied or revoked, be deemed from theEffective Date to be a valid and effective mandate or instruction to Henderson Group in respect of thecorresponding New Henderson Group Shares to be allotted and issued pursuant to the Scheme.

21. Delisting

It is intended that dealings in Gartmore Shares will be suspended at 5.00 p.m. (London time) on the SchemeRecord Date. Immediately thereafter the London Stock Exchange and the UK Listing Authority will berequested respectively to cancel trading in Gartmore Shares on the London Stock Exchange’s market forlisted securities and the listing of the Gartmore Shares from the Official List. The last day of dealings inGartmore Shares on the London Stock Exchange is expected to be the Scheme Record Date and no transferswill be registered after 6.00 p.m. (London time) on that date. On the Effective Date, Gartmore will becomea wholly-owned subsidiary of Henderson Group and share certificates in respect of Scheme Shares will ceaseto be valid and should be destroyed. In addition, on the Scheme Record Date, and prior to the Scheme RecordTime, entitlements to Depository Interests held within CREST will be cancelled.

22. Action to be taken

The Court Meeting

You will find accompanying this document a Form of Proxy (for use by Gartmore Shareholders) and/or aForm of Direction (for use by DI Holders) for use in connection with the Court Meeting.

Whether or not you intend to attend the Court Meeting in person, please complete and return theForm of Proxy (in the case of Gartmore Shareholders) and/or Form of Direction (in the case of DIHolders), in accordance with the relevant instructions, as soon as possible and, in any event, so as tobe received, in respect of the Form of Proxy (whether submitted in hard copy form to CapitaRegistrars or via the Capita Share Portal), by no later than 9.00 a.m. (London time) on 19 March 2011(or in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for thatmeeting), and, in respect of the Form of Direction (whether submitted in hard copy form to CapitaRegistrars or via the CREST voting service), no later than 9.00 a.m. (London time) on 18 March 2011(or in the case of an adjourned meeting, not less than 72 hours prior to the time and date set for theadjourned meeting).

This will enable your votes to be counted at the Court Meeting in your absence. If the Form of Proxy is notreturned so as to be received by Capita Registrars by such time, it may be handed to Capita Registrars, onbehalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll and will stillbe valid.

In the case of Gartmore Shareholders, completion and return of the Form of Proxy will not precludeGartmore Shareholders from attending and voting in person at the Court Meeting, or any adjournmentthereof, should they so wish and should they so be entitled.

Gartmore Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares.Gartmore Shareholders are also entitled to appoint more than one proxy provided each proxy is appointed toexercise rights attached to different shares (so a Gartmore Shareholder must have more than one SchemeShare to be able to appoint more than one proxy). A space has been included in the Form of Proxy to allowGartmore Shareholders entitled to attend and vote at the Court Meeting to specify the number of SchemeShares in relation to which that proxy is appointed. Gartmore Shareholders who return a Form of Proxy andwho specify a number which exceeds the number of Gartmore Shares held by the Gartmore Shareholderwhen totalled with the number specified on other proxy appointments by the same Gartmore Shareholder,will render all appointments invalid.

Gartmore Shareholders who wish to appoint more than one proxy in respect of their shareholding shouldcomplete a separate Form of Proxy for each proxy appointed. Photocopies of the Form of Proxy may betaken as required. For the purposes of calculating the “majority in number” requirement for the approval ofthe Scheme at the Court Meeting, each Gartmore Shareholder present and voting, in person or by proxy, will

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be counted as a single shareholder regardless of the number of Gartmore Shares voted by that GartmoreShareholder. Accordingly, Gartmore Shareholders should note that appointing more than one proxy will notresult in that Gartmore Shareholder being counted more than once for the purposes of determining that theScheme has been approved by a majority in number of Gartmore Shareholders present and voting at theCourt Meeting. However, if a Gartmore Shareholder votes (or directs a proxy to vote) in favour of theScheme in respect of part of his holding of Gartmore Shares, and against the Scheme in respect of otherGartmore Shares held by him, that Gartmore Shareholder will be counted as one person voting in favour andone voting against, thereby effectively cancelling out that Gartmore Shareholder’s vote for the purpose of the“majority in number” requirement. As DI Holders hold their shares beneficially through the GartmoreDepository, DI Holders are not holders of Gartmore Shares for the purposes of calculating the “majority innumber” requirement. Instead, the Gartmore Depository is the shareholder of record and its votes will betreated in the same manner as all other Gartmore Shareholders as set out above.

If you are a DI Holder, you may vote at the Court Meeting by instructing the Gartmore Depository on howto vote by completing and returning the Form of Direction either by submitting a hard copy to CapitaRegistrars or by using the CREST voting service in accordance with the procedures set out in the CRESTManual (please also refer to the notes to the notice convening the Court Meeting set out in Part XII (Noticeof Court Meeting) of this document). Forms of Direction submitted through CREST (under CRESTparticipant ID RA10) or in hard copy form must be received by Capita Registrars no later than 9.00 a.m.(London time) on 18 March 2011.

If you are a DI Holder and wish to attend and vote in person at the Court Meeting you should request, by nolater than 9.00 a.m. (London time) on 18 March 2011, a Letter of Representation from the GartmoreDepository (in accordance with the instructions set out in the Form of Direction).

It is important that as many votes as possible are cast at the Court Meeting so that the Court may besatisfied that there is a fair and reasonable representation of opinion of Gartmore Shareholders. Youare therefore strongly urged to complete and return your Form of Proxy and/or Form of Direction assoon as possible.

A Notice convening the Court Meeting is set out in Part XII (Notice of Court Meeting) of this document.

23. Helpline

If you have any questions relating to this document, the Court Meeting, the Acquisition or the Scheme or arein any doubt about the completion and return of the Form of Proxy and/or Form of Direction please contactCapita Registrars on 0871 664 0321 or, if telephoning from outside the United Kingdom, on+44 (0) 20 8639 3399 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday. Calls from a UKlandline to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus any additional chargesfrom your service provider. Calls to the helpline from outside the UK will be charged at applicableinternational rates. Different charges may apply to calls from mobile telephones and all calls to the helplinewill be recorded and monitored for security and training purposes. Please note that for legal reasons, thehelpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.

24. Further information

Your attention is drawn to the terms of the Scheme which are set out in full in Part VII (The Scheme ofArrangement) of this document. Your attention is also drawn to the further information contained in thisdocument which forms part of this Explanatory Statement.

Yours sincerely,

Todd W. LelandFor and on behalf ofGoldman Sachs International

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PART III

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THESCHEME AND THE ACQUISITION

Part A: Conditions of the Scheme and the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and becoming effective under theCayman Companies Law by no later than the Longstop Date or such later date (if any) as Henderson Groupand Gartmore may agree and the Court (if required) may allow.

1. CONDITIONS OF THE SCHEME

The Scheme is conditional upon:

(a) its approval by a majority in number representing not less than three-fourths in value of the SchemeShareholders (or the relevant class or classes thereof, if applicable) present and voting, either inperson or by proxy, at the Court Meeting and at any separate class meeting which may be required bythe Court or at any adjournment of any such meeting;

(b) the sanction of the Scheme with or without modification (but subject to any such modification beingacceptable to Henderson Group) by the Court and the delivery of an office copy of the Court Order tothe Registrar of Companies for the Cayman Islands; and

(c) the passing at the Henderson Group General Meeting (or at any adjournment of such meeting) of suchresolution or resolutions as may be necessary to approve, effect and implement the Acquisition(including resolutions to (i) approve the terms of the Acquisition and (ii) authorise and permit thecreation and allotment of New Henderson Group Shares).

2. CONDITIONS OF THE ACQUISITION

In addition to the above conditions to the Scheme, Henderson Group and Gartmore have agreed that theAcquisition is conditional upon the following matters and, accordingly, the necessary actions to make theScheme effective under the Cayman Companies Law will not be taken unless the following conditions (asamended, if appropriate) have been satisfied or, where relevant, waived:

(a) Henderson Group or its agent:

(i) having received an acknowledgement by the UK Listing Authority that the application for theadmission of the New Henderson Group Shares to the Official List with a premium listing hasbeen approved and will become effective as soon as a notice pursuant to Listing Rule 3.2.7Ghas been issued by the FSA and any conditions to which such approval is expressed to besubject having been satisfied and an acknowledgement by the London Stock Exchange thatsuch shares will be admitted to trading; and

(ii) not having received any notice that the ASX will refuse or not grant official quotation to theNew Henderson Group CHESS Depositary Interests to be issued to any Scheme Shareholders;

(b) the Office of Fair Trading in the United Kingdom having either (i) declined jurisdiction over theAcquisition or (ii) indicated, in terms reasonably satisfactory to Henderson Group, that it is not theintention of the Office of Fair Trading or the appropriate Minister to refer the Acquisition or anymatter arising therefrom or related thereto to the UK Competition Commission and the deadline forappealing the relevant decision to the UK Competition Appeal Tribunal having expired with no appealhaving been lodged beforehand;

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(c) in respect of each notice under section 178 of FSMA which Henderson Group is under a duty to givein connection with the Acquisition:

(i) the FSA notifying Henderson Group pursuant to section 189(4)(a) or 189(7) of FSMA that ithas determined to approve the acquisition by Henderson Group of, or increase in control byHenderson Group over, each member of the Wider Gartmore Group which is a UK authorisedperson (as that expression is defined in section 191G of FSMA) pursuant to section 185 ofFSMA on terms reasonably satisfactory to Henderson Group; or

(ii) the FSA being treated, under section 189(6) of FSMA, as having approved each suchacquisition of or increase in control;

(d) each Relevant Regulator having approved or being deemed to have approved, in terms reasonablysatisfactory to Henderson Group, the acquisition by Henderson Group of control over Gartmore andany member of the Wider Gartmore Group which is authorised or regulated by any RelevantRegulator, either unconditionally or subject to the fulfilment of conditions or obligations reasonablyacceptable to Henderson Group;

(e) the FSA having granted an investment firm consolidation waiver on terms reasonably satisfactory toHenderson Group in respect of the consolidated supervision of the Combined Group;

(f) except as Disclosed, there being no provision of any agreement, arrangement, licence, permit, leaseor other instrument to which any member of the Wider Gartmore Group is a party or by or to whichany such member or any of its assets is or may be bound, entitled or subject, and no event orcircumstance having occurred which under any agreement, arrangement, licence, permit, lease orother instrument which any member of the Wider Gartmore Group is a party to or by or to which anymember of the Wider Gartmore Group or any of its assets is or may be bound, entitled or subject,which in consequence of the Acquisition or the acquisition or proposed acquisition by any member ofthe Wider Henderson Group of any shares or other securities (or the equivalent) in Gartmore orbecause of a change in the control or management of any member of the Gartmore Group orotherwise, would or might reasonably be expected to result in (in each case to an extent which ismaterial and adverse in the context of the Wider Gartmore Group taken as a whole):

(i) any moneys borrowed by or any other material indebtedness (actual or contingent) of, or grantavailable to any such member, being or becoming repayable or capable of being declaredrepayable immediately or earlier than their or its stated maturity date or repayment date or theability of any such member to borrow moneys or incur any indebtedness being withdrawn orinhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit, lease or instrument or the rights, liabilities,obligations, interests or business of any such member in or with any other firm, company, bodyor person (or any agreement or arrangements relating to any such interests or business)thereunder being terminated, adversely modified or affected or any obligation or liabilityarising or any action being taken thereunder;

(iii) any assets or interests of, or any asset the use of which is enjoyed by, any such member beingor falling to be disposed of or charged or any right arising under which any such asset orinterest could be required to be disposed of or charged or could cease to be available to anymember of the Wider Gartmore Group;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the wholeor any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any suchmember with, any person, firm or body (or any arrangement or arrangements relating to anysuch interest or business) being terminated, adversely modified or affected;

40

(vi) the value of any such member or its financial or trading position or prospects being prejudicedor adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which itpresently does so;

(viii) the creation of any liability, actual or contingent, by any such member; or

(ix) any liability of any such member to make any severance, termination, bonus or other paymentto any of the directors or other officers,

and no event having occurred which, under any provision of any agreement, arrangement, licence,permit or other instrument to which any member of the Wider Gartmore Group is a party or by or towhich any such member or any of its assets may be bound, entitled or subject, could result in any ofthe events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this condition in any casewhere such result would be material and adverse in the context of the Wider Gartmore Group takenas a whole;

(g) no Third Party having decided to take, institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference, or having required any such action to be taken or otherwise havingdone anything, or having enacted, made or proposed any statute, regulation, decision or order, andthere not continuing to be outstanding any statute, regulation, decision or order, or having taken anyother steps which would or might reasonably be expected to:

(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for anyproposed divestiture by any member of the Wider Henderson Group or by any member of theWider Gartmore Group of all or any portion of their respective businesses, assets or property,or impose any limitation on the ability of any of them to conduct their respective businesses (orany of them) or to own any of their respective assets or properties or any part thereof which, inany such case, is material in the context of (as the case may be) the Wider Henderson Groupor the Wider Gartmore Group in either case taken as a whole;

(ii) require, prevent or delay the divestiture by any member of the Wider Henderson Group of anyshares or other securities (or the equivalent) in Gartmore;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the WiderHenderson Group directly or indirectly to acquire or to hold or to exercise effectively all or anyrights of ownership in respect of shares or loans or securities convertible into shares or anyother securities (or the equivalent) in Gartmore or on the ability of any member of the WiderGartmore Group or any member of the Wider Henderson Group to hold or exercise effectivelyany rights of ownership of shares or other securities in, or to exercise management control over,any such member in any respect which is material in the context of the Wider Gartmore Grouptaken as a whole;

(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the WiderHenderson Group or of any member of the Wider Gartmore Group in a manner which isadverse to and material in the context of the Wider Henderson Group or the Wider GartmoreGroup (as the case may be) in either case taken as a whole;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition byHenderson Group or any member of the Wider Henderson Group of any shares or othersecurities in, or control of, Gartmore void, illegal and/or unenforceable under the laws of anyjurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwisematerially interfere with the same, or impose material additional conditions or obligations withrespect thereto, or otherwise materially challenge or interfere therewith or require materialamendment to the terms of the Acquisition;

41

(vi) require any member of the Wider Henderson Group or the Wider Gartmore Group to acquireor offer to acquire any shares or other securities (or the equivalent) or interest in any memberof the Wider Gartmore Group or the Wider Henderson Group or any asset owned by any thirdparty;

(vii) impose any limitation on the ability of any member of the Wider Henderson Group or anymember of the Wider Gartmore Group to integrate or to co-ordinate its business, or any part ofit, with all or any part of the businesses of any other members which is adverse to and materialin the context of the group concerned taken as a whole; or

(viii) result in any member of the Wider Gartmore Group ceasing to be able to carry on businessunder any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could decide toinstitute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or anyother step under the laws of any jurisdiction in respect of the Acquisition, the Scheme or theacquisition or proposed acquisition of any Gartmore Shares having expired, lapsed or beenterminated;

(h) all necessary, or otherwise reasonably deemed by Henderson Group or any member of the WiderHenderson Group to be appropriate, filings, notifications and/or applications having been made inconnection with the Acquisition and all necessary waiting periods (including any extensions thereof)in connection therewith under any applicable legislation or regulation of any jurisdiction havingexpired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in anyjurisdiction having been complied with in connection with the Acquisition and all necessary, orotherwise reasonably deemed by Henderson Group or any member of the Wider Henderson Group tobe appropriate, authorisations, orders, recognitions, grants, consents, licences, confirmations,clearances, permissions and approvals in any jurisdiction for or in respect of the Acquisition and theacquisition or proposed acquisition of any shares or other securities in, or control of, Gartmore by anymember of the Wider Henderson Group having been obtained in terms and in a form reasonablysatisfactory to Henderson Group from all appropriate Third Parties or persons or bodies with whomany member of the Wider Gartmore Group or the Wider Henderson Group has entered into contractualarrangements and all such authorisations, orders, recognitions, grants, consents, licences,confirmations, clearances, permissions and approvals together with all material authorisations, orders,recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary, orotherwise reasonably deemed by Henderson Group or any member of the Wider Henderson Group tobe appropriate, to carry on the business of any member of the Wider Gartmore Group remaining infull force and effect and all filings necessary for such purpose having been made and there being nonotice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of thesame at the time at which the Acquisition becomes otherwise unconditional and all necessary statutoryor regulatory obligations in any jurisdiction having been complied with, which in any such case wouldbe material in the context of the Wider Gartmore Group taken as a whole;

(i) except as Disclosed, no member of the Wider Gartmore Group having, since 31 December 2009 to anextent which is material in the context of the Wider Gartmore Group taken as a whole:

(i) save as between Gartmore and wholly-owned subsidiaries of Gartmore or for Gartmore Sharesissued pursuant to the awards granted under the Gartmore Omnibus Incentive Plan, issued,authorised or proposed the issue of additional shares of any class;

(ii) save as between Gartmore and wholly-owned subsidiaries of Gartmore or for the grant ofawards under the Gartmore Omnibus Incentive Plan, issued or agreed to issue, authorised orproposed the issue of securities convertible into shares of any class or rights, warrants oroptions to subscribe for, or acquire, any such shares or convertible securities;

42

(iii) other than to another member of the Gartmore Group, recommended, declared, paid or madeor proposed to recommend, declare, pay or make any bonus, dividend or other distributionwhether payable in cash or otherwise;

(iv) save for intra-Gartmore Group transactions, merged or demerged with or acquired any bodycorporate, partnership or business or acquired or disposed of or transferred, mortgaged orcharged or created any security interest over any assets or any right, title or interest in any asset(including shares and trade investments) or authorised or proposed or announced any intentionto propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or securityinterest, in each case, other than in the ordinary course of business;

(v) save for intra-Gartmore Group transactions, made or authorised or proposed or announced anintention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Gartmore Grouptransactions), save in the ordinary course of business, incurred or increased any indebtednessor become subject to any contingent liability;

(vii) save for intra-Gartmore Group transactions, purchased, redeemed or repaid or announced anyproposal to purchase, redeem or repay any of its own shares or other securities or reduced or,save in respect to the matters mentioned in sub-paragraph (i) above, made any other change toany part of its share capital which in any such case is material;

(viii) save for intra-Gartmore Group transactions, implemented, effected or authorised, proposed orannounced its intention to implement, effect, authorise or propose any reconstruction,amalgamation, scheme, commitment or other transaction or arrangement otherwise than in theordinary course of business or entered into or changed the terms of any contract, serviceagreement or other arrangement with any director or senior executive save to the extentrequested in writing by Henderson Group;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or varyany contract, transaction or commitment (whether in respect of capital expenditure orotherwise) which is of a long term, onerous or unusual nature or magnitude or which is or couldreasonably be expected to be materially restrictive on the businesses of any member of theWider Gartmore Group or the Wider Henderson Group or which involves or could reasonablybe expected to involve an obligation of such a nature or magnitude or which is other than in theordinary course of business;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) takenor proposed any corporate action or had any legal proceedings started or threatened against itfor its winding-up (voluntary or otherwise), dissolution or reorganisation or for theappointment of a receiver, administrative receiver, administrator, trustee or similar officer of allor any of its assets or revenues or any analogous proceedings in any jurisdiction or had any suchperson appointed in any jurisdiction;

(xi) entered into any contract, transaction or arrangement which would be materially restrictive onthe business of any member of the Wider Gartmore Group or the Wider Henderson Group otherthan of a nature and to an extent which is normal in the context of the business concerned;

(xii) waived or compromised any claim otherwise than in the ordinary and usual course of businessand which is material in the context of the Wider Gartmore Group taken as a whole;

(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in theordinary course of business or passed any resolution or made any offer (which remains openfor acceptance) with respect to or announced any intention to, or proposed to, effect any of thetransactions, matters or events referred to in this condition;

43

(xiv) having made or agreed or consented to any significant change to:

(1) the terms of the trust deeds constituting the pension scheme(s) established by anymember of the Wider Gartmore Group for its directors, employees or their dependents;

(2) the contributions payable to any such pension scheme(s) or to the benefits which accrueor to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits orpensions are calculated or determined;

(4) the basis on which the liabilities (including pensions) of such pension schemes arefunded, valued or made; or

(5) the trustees, involving the appointment of a trust corporation, which in any such casewould be material in the context of the pension schemes operated by the GartmoreGroup;

(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentivescheme or other benefit relating to the employment or termination of employment of anyperson employed by the Wider Gartmore Group;

(xvi) been unable, or having admitted in writing that it is unable, to pay its debts or having stoppedor suspended (or threatened to stop or suspend) payment of its debts generally or ceased orthreatened to cease carrying on all or a substantial part of its business; or

(xvii) taken (or agreed or proposed to take) any action which would require, were the City Codeapplicable to the Acquisition, the consent of the Panel or the approval of GartmoreShareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of theCity Code,

and, for the purposes of paragraphs (iii), (iv), (v), (vi), (vii) and (viii) of this condition, the term“Gartmore Group” shall mean Gartmore and its wholly-owned subsidiaries;

(j) except as Disclosed:

(i) no adverse change or deterioration having occurred in the business, assets, financial or tradingposition or profits or prospects of any member of the Wider Gartmore Group which is materialin the context of the Wider Gartmore Group taken as a whole; and

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having beenthreatened, announced or instituted by or against, or remaining outstanding against, anymember of the Wider Gartmore Group or to which any member of the Wider Gartmore Groupis or is reasonably likely to become a party (whether as a claimant, defendant or otherwise) andno enquiry or investigation by, or complaint or reference to, any Third Party against or inrespect of any member of the Wider Gartmore Group having been instituted, announced orthreatened by or against or remaining outstanding in respect of any member of the WiderGartmore Group which in any such case might reasonably be expected adversely to affect anymember of the Wider Gartmore Group to an extent which is material in the context of the WiderGartmore Group taken as whole; and

(iii) no steps having been taken and no omissions having been made which are likely to result in thewithdrawal, cancellation, termination or modification of any licence held by any member of theWider Gartmore Group which is necessary for the proper carrying on of its business;

(k) except as Disclosed, Henderson Group not having discovered:

(i) that any financial, business or other information concerning the Wider Gartmore Group ascontained in the information publicly disclosed at any time by or on behalf of any member ofthe Wider Gartmore Group is misleading, contains a misrepresentation of fact or omits to statea fact necessary to make that information not misleading which in any case is material andadverse in the context of the Wider Gartmore Group taken as whole;

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(ii) that any member of the Wider Gartmore Group is subject or likely to become subject to anyliability (contingent or otherwise) which has not been Disclosed and which is or would belikely to be material in the context of the Gartmore Group as a whole or which would otherwisebe likely to adversely affect the business, assets, financial or trading position or profits orprospects of any member of the Wider Gartmore Group; or

(iii) any information which affects the import of any information disclosed at any time by or onbehalf of any member of the Wider Gartmore Group.

For the purposes of these conditions the “Wider Gartmore Group” means Gartmore and its subsidiaryundertakings, associated undertakings and any other undertaking in which Gartmore and/or suchundertakings (aggregating their interests) have a significant interest and the “Wider HendersonGroup” means Henderson Group and its subsidiary undertakings, associated undertakings and anyother undertaking in which Henderson Group and/or such undertakings (aggregating their interests)have a significant interest.

Subject to the requirements of the City Code Expert, Henderson Group reserves the right to waive, inwhole or in part, all or any of the conditions except the Conditions of the Scheme and conditions (a)and (c) of the Conditions of the Acquisition. Henderson Group will be under no obligation to waiveor treat as satisfied any of the other conditions (a) to (k) of the Conditions of the Acquisition abovenotwithstanding that the other conditions may have been waived or satisfied and that there are nocircumstances indicating that the relevant condition may not be capable of satisfaction.

The Acquisition will lapse and the Scheme will not proceed if, before the date of the Court Meeting,there is a reference to the UK Competition Commission.

Henderson Group reserves the right to elect at any time prior to the Scheme Record Time toimplement the Acquisition by way of a contractual offer. In such event, such offer will beimplemented on the same terms (subject to any revisions, including (without limitation) an acceptancecondition set at 90 per cent. (or such lower percentage as may be determined by the City Code Expertof the shares to which such offer relates) so far as applicable, as those which would apply to theScheme.

The Scheme shall be governed by, and construed in accordance with, the laws of the Cayman Islandsand be subject to the exclusive jurisdiction of the courts of the Cayman Islands and to the conditionsset out above and in this document. The Acquisition will comply with the applicable rules andregulations of the UK Listing Authority and the London Stock Exchange and any other applicablelaws or regulations.

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Part B: Certain further terms of the Scheme and the Acquisition

1. Fractions of New Henderson Group Shares will not be allotted or issued to holders of GartmoreShares. Fractional entitlements to New Henderson Group Shares will be aggregated and sold in themarket and the net proceeds of sale distributed pro rata to persons entitled thereto. However,individual entitlements to amounts of less than £5 will be retained for the benefit of Henderson Group.

2. The New Henderson Group Shares will be issued credited as fully paid and will rank pari passu in allrespects with the existing Henderson Group Shares and the New Henderson Group Shareholders willbe entitled to all dividends and other distributions declared or paid by Henderson Group after theEffective Date (including the 2010 Final Dividend in full if paid on or after the Effective Date).Applications will be made to the UKLA for the New Henderson Group Shares to be admitted to theOfficial List with a premium listing and to the London Stock Exchange for the New Henderson GroupShares to be admitted to trading. Application for quotation on the financial market operated by ASXwill be made in respect of any New Henderson Group CHESS Depositary Interests representing NewHenderson Group Shares to be issued.

3. Gartmore Shares acquired under the Acquisition will be acquired fully paid and free from all liens,equities, charges, encumbrances, options, rights of pre-emption and any other third party rights andinterests of any nature and together with all rights now or hereafter attaching or accruing to them,including voting rights and the right to receive and retain in full all dividends and other distributions(if any) declared, made or paid on or after 12 January 2011.

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PART IV

FINANCIAL INFORMATION ON GARTMORE

The financial information set out below is extracted from the audited consolidated financial statements forGartmore and its subsidiary undertakings for the years ended 31 December 2008, 31 December 2009 and31 December 2010 (the “Gartmore Accounts”). The Gartmore Accounts are incorporated by reference into,and form part of, this document and are available at the investor relations section of the Gartmore website:http://www.gartmore.com

Location in the Gartmore AccountsInformation incorporated into this document by reference Page

For the year ended 31 December 2010:Auditors’ report 50–51

Consolidated income statement 52

Consolidated statement of comprehensive income 53

Consolidated statement of financial position 54

Consolidated statement of changes in equity 55

Consolidated statement of cash flows 56

Notes to the consolidated financial statements 57–92

For the year ended 31 December 2009:Auditors’ report 52–53

Consolidated income statement 54

Consolidated statement of comprehensive income 55

Consolidated statement of financial position 56

Consolidated statement of changes in equity 57

Consolidated statement of cash flows 58

Notes to the consolidated financial statements 59–91

Location in the Prospectus Page

For the year ended 31 December 2008 (available in Gartmore’sprospectus dated 4 December 2009 (the “Prospectus”)):Accountant’s Report 121–122

Consolidated income statement 123

Consolidated statement of comprehensive income 124

Consolidated statement of financial position 125

Consolidated statement of changes in equity 126

Consolidated statement of cash flows 127

Notes to the consolidated financial statements 128–171

Gartmore will provide within two Business Days, without charge, to each person to whom a copy of thisdocument has been sent, upon their written or verbal request, a copy of any information incorporated byreference in this document. Copies of any information incorporated by reference in this document will notbe provided unless such a request is made to Gartmore’s Company Secretary. These documents will also beavailable for inspection at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, LondonEC4Y 1HS during normal business hours on any weekday (excluding Saturdays, Sundays and publicholidays) from the date of this document to the conclusion of the Court Meeting.

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Requests for any copies of these documents should be directed to the Company Secretary, Gartmore GroupLimited, Gartmore House, 8 Fenchurch Place, London, EC3M 4PB by e-mail tocompany.secretary@gartmore.com or by calling +44 (0) 20 7782 2000.

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PART V

FINANCIAL INFORMATION ON HENDERSON GROUP

The financial information set out below is extracted from the audited consolidated financial statements forHenderson Group for the years ended 31 December 2008, 31 December 2009 and 31 December 2010(the “Henderson Group Accounts”). The Henderson Group Accounts are incorporated by reference into,and form part of, this document and are available at the following address on the Henderson Group website:www.henderson.com/group

Page of Henderson Group 2010 Full Year ResultsInformation incorporated into this document by reference Announcement

For the year ended 31 December 2010:

Independent Auditors’ report 59

Consolidated income statement 14

Consolidated statement of comprehensive income 15

Consolidated statement of financial position 16

Consolidated statement of changes in equity 17

Consolidated statement of cash flows 18

Notes to the consolidated financial statements 21–57

Page of Henderson Group 2009 Annual Report and Accounts

For the year ended 31 December 2009:

Independent Auditors’ report 42

Consolidated income statement 44

Consolidated statement of comprehensive income 45

Consolidated statement of financial position 46

Consolidated statement of changes in equity 47

Consolidated statement of cash flows 48

Notes to the consolidated financial statements 51–89

Page of Henderson Group 2008 Annual Report and Accounts

For the year ended 31 December 2008:

Independent Auditors’ report 31

Consolidated income statement 33

Consolidated statement of recognised income and expense 34

Consolidated balance sheet 35

Cash flow statement 36

Notes to the consolidated financial statements 41–77

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Gartmore will provide within two Business Days, without charge, to each person to whom a copy of thisdocument has been sent, upon their written or verbal request, a copy of any information incorporated byreference in this document. Copies of any information incorporated by reference in this document will notbe provided unless such a request is made to Gartmore’s Company Secretary. These documents will also beavailable for inspection at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, LondonEC4Y 1HS during normal business hours on any weekday (excluding Saturdays, Sundays and publicholidays) from the date of this document to the conclusion of the Court Meeting.

Requests for any copies of these documents should be directed to the Company Secretary, Gartmore GroupLimited, Gartmore House, 8 Fenchurch Place, London, EC3M 4PB by e-mail tocompany.secretary@gartmore.com or by calling +44 (0) 20 7782 2000.

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PART VI

UNAUDITED PRO FORMA STATEMENT OF CONSOLIDATED NETASSETS FOR THE COMBINED GROUP

1. UNAUDITED PRO-FORMA STATEMENT OF CONSOLIDATED NET ASSETS

Set out below is an unaudited pro forma statement of consolidated net assets which has been prepared forillustrative purposes only to show the effect of the Acquisition on the consolidated net assets of HendersonGroup as if it had occurred on 31 December 2010. The unaudited pro forma statement of consolidated netassets has been prepared for illustrative purposes only and, because of its nature, addresses a hypotheticalsituation and, therefore, does not represent Henderson Group’s actual consolidated financial position orresults. This unaudited pro forma statement of consolidated net assets does not take into account trading ofeither Henderson Group and its subsidiary undertakings or the Gartmore Group subsequent to the balancesheet date of 31 December 2010. The unaudited pro forma statement of consolidated net assets is stated onthe basis of the accounting policies of Henderson Group.

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Adjustments

Gartmore The Group1 Group Acquisition Pro-forma 31 December 31 December accounting Combined 2010 2010 Adjustments Group £m £m £m £m Note 1 Note 2 Note 3 Note 4

ASSETSNon-currentIntangible assets 345.0 306.6 186.0 837.6Investments accounted for using the equity method 6.8 2.6 – 9.4Plant and equipment 21.2 2.1 – 23.3Retirement benefit asset 112.5 – – 112.5Deferred tax asset 30.3 4.3 – 34.6Deferred acquisition and

commission costs 58.3 – – 58.3 –––––––– –––––––– –––––––– –––––––– 574.1 315.6 186.0 1,075.7 –––––––– –––––––– –––––––– ––––––––CurrentAvailable-for-sale financial assets 46.6 – – 46.6Financial assets at fair value through profit and loss 1.2 9.2 – 10.4Trade and other receivables 141.6 60.7 – 202.3Current tax – 1.2 – 1.2Deferred acquisition and commission costs 55.3 – – 55.3Cash and cash equivalents 176.6 197.2 – 373.7 –––––––– –––––––– –––––––– –––––––– 421.3 268.2 – 689.5 –––––––– –––––––– –––––––– ––––––––Total assets 995.4 583.8 186.0 1,765.2 –––––––– –––––––– –––––––– ––––––––LIABILITIESNon-currentLong term borrowings (179.1) (246.1) – (425.2)Retirement benefit obligations (6.2) (0.3) – (6.5)Provisions (25.3) (1.0) – (26.3)Trade and other payables – (2.5) – (2.5)Deferred tax liabilities (50.1) (18.0) – (68.1)Deferred income (58.4) – – (58.4) –––––––– –––––––– –––––––– –––––––– (319.1) (267.9) – (587.0) –––––––– –––––––– –––––––– ––––––––CurrentTrade and other payables (222.0) (104.4) (9.0) (335.4)Provisions (27.4) (0.3) – (27.7)Deferred income (56.3) – – (56.3)Current tax liabilities (15.7) (5.1) – (20.8) –––––––– –––––––– –––––––– –––––––– (321.4) (109.8) (9.0) (440.2) –––––––– –––––––– –––––––– ––––––––Total liabilities (640.5) (377.7) (9.0) (1,027.2) –––––––– –––––––– –––––––– ––––––––Net assets 354.9 206.1 177.0 738.0 –––––––– –––––––– –––––––– ––––––––1 In this Part VI “The Group” means Henderson Group and its subsidiary undertakings.

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Notes to unaudited pro forma statement of consolidated net assets:

1. The consolidated balance sheet of Henderson Group (and its subsidiary undertakings) as at 31 December 2010 has beenextracted without material adjustment from the audited consolidated financial statements of Henderson Group for the yearended 31 December 2010, published on 23 February 2011.

2. Gartmore Group’s consolidated balance sheet as at 31 December 2010 has been extracted without material adjustment fromthe audited consolidated financial statements of Gartmore for the year ended 31 December 2010, published on 23 February2011.

3. The acquisition accounting adjustments reflect the exchange of all of the issued Gartmore Shares with New Henderson GroupShares at the Effective Date. The Acquisition has been accounted for using the acquisition method of accounting. The excessvalue of consideration over the book value of net tangible liabilities acquired has been reflected as goodwill within theCombined Group’s intangible assets.

The increase in intangible assets has been calculated as follows:

£m

Equity consideration(1) 392.1Gartmore Group net liabilities(2) 100.5 ––––––––Goodwill(3) 492.6Less Gartmore intangible assets at 31 December 2010 (306.6) ––––––––Net change in intangible assets 186.0 ––––––––(1) Equity consideration is based on 242,639,403 New Henderson Group Shares issued based on the Closing Price of Henderson Group Shares on

25 February 2011 of 161.6 pence per Henderson Group Share.

(2) Gartmore Group net tangible liabilities of £100.5 million represents Gartmore Group’s gross assets (£583.8 million) less gross liabilities(£377.7 million) as at 31 December 2010, after de-recognising Gartmore Group’s intangible assets as at 31 December 2010 (£306.6 million) onacquisition as required under IFRS.

(3) Goodwill has been arrived at by taking the total equity consideration of £392.1 million and adding the net tangible liabilities acquired of£100.5 million.

The goodwill calculation shown above is based on estimated pro-forma numbers and does not reflect all the fair valueadjustments that may result from the Acquisition at the Effective Date. Such adjustments would include the recognition of anintangible asset arising from the acquired investment management contracts held by Gartmore Group, giving rise to a deferredtax liability as required under IFRS.

The deal costs to be incurred by the Group in connection with the Acquisition are expected to be £9 million.

4. This represents the unaudited pro-forma consolidated balance sheet for the Combined Group based on the balance sheet ofHenderson Group (and its consolidated subsidiaries) and Gartmore Group’s balance sheets as at 31 December 2010 adjustedfor acquisition accounting impact as set out in note 3 above.

The unaudited pro-forma consolidated statement of net assets does not take into account any post balance sheet tradingactivities. Accordingly, the integration costs estimated to be incurred in connection with the Acquisition of £61 million havenot been included as the timing of these costs is likely to take place after the Effective Date.

2. EXPECTED EFFECT OF THE TRANSACTION ON CONSOLIDATED EARNINGS

Had the Acquisition occurred on 1 January 2010, the income statement for the year ended 31 December 2010would have presented the combined results of the Group and Gartmore Group adjusted as follows:

• A one-off reduction in profit after tax on the recognition of deal costs incurred in connection with theAcquisition; and

• A continuing reduction in profit after tax due to an increase in intangible amortisation, as a result ofrecognising an intangible asset arising from the Acquisition, as set out in note 3 above, in respect ofGartmore Group’s acquired investment management contracts.

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PART VII

THE SCHEME OF ARRANGEMENT

IN THE GRAND COURT OF THE CAYMAN ISLANDSFINANCIAL SERVICES DIVISION

CAUSE NO: FSD 22 of 2011

IN THE MATTER OF GARTMORE GROUP LIMITED

and

IN THE MATTER OF SECTION 86 OFTHE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS

SCHEME OF ARRANGEMENT

between

GARTMORE GROUP LIMITED

and

HENDERSON GROUP PLC

and

THE SCHEME SHAREHOLDERS(as defined herein)

PRELIMINARY

In this Scheme, unless inconsistent with the subject or context, the following expressions bear the meaningsrespectively set out opposite them:

“2010 Final Dividend” Henderson Group’s final dividend for the financial year 2010 of4.65 pence as announced on 23 February 2011 and which will beproposed for approval at Henderson Group’s next annual generalmeeting

“Acquiror” Henderson Group

“Acquisition” the proposed recommended acquisition by the Acquiror of the entireissued share capital of Gartmore (other than any Gartmore Sharesalready held by the Acquiror (if any)) to be effected by way of theScheme

“Allowed Proceeding” any proceeding by a Scheme Shareholder to enforce its rights underthis Scheme where any party fails to perform its obligations underthis Scheme

“ASX” Australian Securities Exchange or ASX Limited (ABN 98 008 624691) as the context requires

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“Australian Scheme Shareholders” Scheme Shareholders with a registered address in Australia

“Business Day” any day (other than a Saturday or Sunday) on which banks are openfor ordinary business in the Cayman Islands and the UnitedKingdom

“Cayman Companies Law” the Companies Law (2010 Revision) of the Cayman Islands, asrevised and consolidated

where a share or other security is not in uncertificated form (that is,not in CREST)

“Circular” the Circular dated 26 February 2011 issued by Gartmore to theshareholders of record of Gartmore as at 25 February 2011 inconnection with this Scheme by order of the Court dated25 February 2011

“Consideration” the consideration payable under the Scheme to the SchemeShareholders (or to the Henderson Group CHESS Depositary onbehalf of Australian Scheme Shareholders who have not elected toreceive New Henderson Group Shares) on the basis set out in thisdocument, consisting of, for each Scheme Share, 0.6667 NewHenderson Group Shares and, if the 2010 Final Dividend is paidbefore the Effective Date, together with a cash payment of anamount equal to the 2010 Final Dividend for each New HendersonGroup Share issued to Scheme Shareholders (or to the HendersonGroup CHESS Depositary on behalf of Australian SchemeShareholders who have not elected to receive New HendersonGroup Shares)

“Court” the Grand Court of the Cayman Islands and any court capable ofhearing appeals therefrom

“Court Hearing” the hearing by the Court of the petition seeking the sanctioning ofthe Scheme under section 86 of the Cayman Companies Law

“Court Meeting” the class meeting of the shareholders of Gartmore convened by theCourt for the purposes of considering and, if thought fit, approvingthis Scheme and any adjournment thereof

“Court Order” the Order of the Court sanctioning this Scheme

“CREST” the system for the paperless settlement of trades in securities andthe holding of uncertificated securities operated by Euroclear inaccordance with the CREST Regulations

“CREST Regulations” in respect of Gartmore Shares, the Uncertificated SecuritiesRegulations 2001 (SI 2001 No. 3755); and in respect of HendersonGroup Shares, the Companies (Uncertificated Securities) (Jersey)Order 1999

“Depository Interests” the dematerialised depository interests in respect of the GartmoreShares issued by Capita IRG Trustees Limited

“Effective Date” the Business Day following the Scheme Record Date

“Effective Time” 8.00 a.m. (London time) on the Effective Date

“Euroclear” Euroclear UK & Ireland Limited, a company incorporated under thelaws of England and Wales

“certificated” or “in certificatedform”

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“Excluded Shares” any Gartmore Shares which are registered in the name of orbeneficially owned by Henderson Group or its nominee(s) at therelevant time

“Gartmore” Gartmore Group Limited (an exempted company incorporated inthe Cayman Islands with limited liability with registered companynumber 184399) whose registered office is at Walker House,87 Mary Street, George Town, Grand Cayman, KY1-9005, CaymanIslands, the ordinary shares of which are currently listed on theLondon Stock Exchange

“Gartmore Shareholders” holders of Gartmore Shares and/or where the context requires,holders of Depository Interests

“Gartmore Shares” ordinary shares of £0.005 each in the capital of Gartmore

“Henderson Group” Henderson Group plc

CHESS Depositary Nominees Pty Ltd (ABN 75 071 346 506)

the CHESS Depositary Interests issued by Henderson GroupCHESS Depositary, where each Henderson Group CHESSDepositary Interest represents a beneficial interest in oneHenderson Group Share

“Henderson Group General Meeting” the general meeting of Henderson Group Shareholders to beconvened to consider the necessary resolutions to implement theAcquisition (and any adjournment thereof)

“Henderson Group Shares” ordinary shares with a par value of 12.5 pence each in the capital ofHenderson Group

“Longstop Date” 31 May 2011

the Henderson Group CHESS Depositary Interests to be issued byHenderson Group CHESS Depositary in respect of New HendersonGroup Shares to be issued to Australian Scheme Shareholders whohave not elected to receive New Henderson Group Shares

“New Henderson Group Shares” the Henderson Group Shares to be issued to Scheme Shareholderspursuant to this Scheme, which, after their issue, will rankpari passu, in all respects with the existing Henderson GroupShares

“Parties” Gartmore, Henderson Group and the Scheme Shareholders

“Proceeding” any process, suit, action, legal or other proceeding, includingwithout limitation any arbitration, mediation, alternative disputeresolution, judicial review, adjudication, demand, execution,restrain, forfeiture, re-entry, seizure, lien, enforcement of judgment,enforcement of any security or enforcement of any letter of credit

“Prohibited Proceeding” any Proceeding against Gartmore or Henderson Group or theirsubsidiaries or property, or any of their directors, officers,employees or agents, in any jurisdiction whatsoever other than anAllowed Proceeding

“Register” the register of members of Gartmore

“Henderson GroupCHESS Depositary”

“Henderson Group CHESSDepositary Interests”

“New Henderson Group CHESSDepositary Interests”

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“Registrar of Companies” the Registrar of Companies in the Cayman Islands

“Scheme” this scheme of arrangement in its present form or with or subject toany modifications, additions or conditions which the Court maythink fit to approve or impose and with which Gartmore andHenderson Group jointly agree

“Scheme Record Date” the date on which the Court Order is filed with the Registrar ofCompanies in the Cayman Islands in accordance with Section 86 ofthe Cayman Companies Law (and on which date this Schemebecomes effective under the Cayman Companies Law inaccordance with its terms)

“Scheme Record Time” the time at which the Court Order is filed with the Registrar ofCompanies in the Cayman Islands in accordance with Section 86 ofthe Cayman Companies Law (and on which date this Schemebecomes effective under the Cayman Companies Law inaccordance with its terms)

“Scheme Shareholders” the registered holders of the Scheme Shares, as recorded on theregister at the Scheme Record Time, and a “Scheme Shareholder”shall mean any one of those Scheme Shareholders

“Scheme Shares” all Gartmore Shares issued as at the Scheme Record Time otherthan any Excluded Shares

“Sterling” or “£” the lawful currency of the United Kingdom

in respect of a share or other security, where that share or othersecurity is recorded on the relevant register of the share or securityconcerned as being held in uncertificated form in CREST and titleto which may be transferred by means of CREST

(A) Gartmore was incorporated as an exempted limited company on 23 March 2007 in the CaymanIslands under the Cayman Companies Law. The authorised share capital of Gartmore is £2,500,000divided into 500,000,000 ordinary shares with a par value of £0.005 each. As at 24 February 2011,being the latest practicable date prior to the date of this document, 363,940,908 Gartmore Shares wereissued and fully paid. These include 171,538,932 Gartmore Shares which are represented by way ofDepository Interests.

(B) As at the date of this Scheme, Henderson Group owns no Gartmore Shares.

(C) Prior to the Scheme Record Time, Capita IRG Trustees Limited will cancel the Depository Interestsand holders of such Depository Interests will be registered as holders of Scheme Shares.

(D) The purpose of this Scheme is that all of the Scheme Shares should be transferred to Henderson Groupsuch that at the Effective Time, Gartmore shall become a wholly owned subsidiary of HendersonGroup.

(E) Henderson Group has undertaken to the Court to be bound by this Scheme and to execute and do andprocure to be executed and done all such documents, acts or things as may be necessary or desirableto be executed or done by it for the purpose of giving effect to this Scheme.

(F) In consideration for the transfer of the Scheme Shares from the Scheme Shareholders to HendersonGroup on the Effective Date, the Scheme Shareholders shall receive the Consideration on the termsset out in this Scheme.

“uncertificated” or in“uncertificated form”

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SCHEME OF ARRANGEMENT

1. Interpretation

In this Scheme, unless the context otherwise requires or otherwise expressly provides:

(a) references to Recitals, Parts, clauses and sub-clauses are references to the Recitals, Parts, clauses andsub-clauses respectively of this Scheme;

(b) references to a “person” include references to an individual, firm, partnership, company, corporation,unincorporated body of persons or any state or state agency;

(c) references to a statute, statutory provision, enactment or subordinate legislation include the same assubsequently modified, amended or re-enacted from time to time;

(d) references to an agreement, deed or document shall be deemed also to refer to such agreement, deedor document as amended, supplemented, restated, verified, replaced and/or novated (in whole or inpart) from time to time and to any agreement, deed or document executed pursuant thereto;

(e) the singular includes the plural and vice-versa and words importing one gender shall include allgenders;

(f) headings to Recitals, Parts, clauses and sub-clauses are for ease of reference only and shall not affectthe interpretation of this Scheme; and

(g) all references to time are references to London time.

PART I

SHARE EXCHANGE AND DIVIDEND COMPENSATION

2. On the Effective Date, all Scheme Shares shall be transferred from the Scheme Shareholders toHenderson Group by removing the name of each Scheme Shareholder from the Register and recordingHenderson Group on the Register as the sole member of Gartmore, who shall thereafter be the legaland beneficial owner of all Scheme Shares, free and clear of any liens, equities, charges,encumbrances and all other interests of any nature whatsoever, and the Scheme Shareholders shallcease to have any rights with respect to the Scheme Shares, except their rights under this Scheme.

3. Subject to and in consideration for the transfer of the Scheme Shares pursuant to clause 2 of thisScheme, on the Effective Date or as soon as practicable thereafter, but in any case within 14 days ofthe Scheme Record Date, Henderson Group shall, subject to clause 5, allot and issue New HendersonGroup Shares to the Scheme Shareholders (or to the Henderson Group CHESS Depositary on behalfof Australian Scheme Shareholders who have not elected to receive New Henderson Group Shares),credited as fully paid and free from all liens, equities, charges, encumbrances and all other interestsof any nature whatsoever, on the following basis:

for each Scheme Share 0.6667 New Henderson Group Shares

4. If the 2010 Final Dividend is paid (i) on or after the Effective Date, then the New Henderson GroupShares shall rank for payment of such dividend in full; or (ii) before the Effective Date, HendersonGroup will make as soon as reasonably practicable after the Effective Date, but in any case within14 days of the Scheme Record Date, a cash payment to Scheme Shareholders of an amount equivalentto the 2010 Final Dividend for each New Henderson Group Share issued to Scheme Shareholders.

5. No fraction of a New Henderson Group Share shall be allotted to any holder of Scheme Shares, butall fractions to which, but for this clause 5, holders of Scheme Shares would have been entitled shallbe aggregated (the aggregated number of fractions, being the “Aggregated Fractional Number”) andsold in the market as soon as practicable following the Effective Date and the net proceeds of saleshall be paid to the holders of Scheme Shares thereto in due proportions, provided that individualentitlements to amounts of less than £5 will be retained for the benefit of Henderson Group.

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6. As from the Effective Time, the Scheme Shareholders shall in accordance with this Scheme cease tohave any rights with respect to the Scheme Shares, except the right to receive the considerationdetermined as set out in clauses 3, 4 and 5 of this Scheme, provided, however, that nothing in thisScheme shall in any way affect the right (if any) of a Scheme Shareholder to receive any dividenddeclared by Gartmore prior to the Effective Time but which has not been paid prior to the EffectiveTime.

7. As from the Effective Time:

(a) all right, title and interest in the Scheme Shares shall transfer to Henderson Group; and

(b) all certificates representing Scheme Shares shall cease to have effect as documents of title tothe Scheme Shares comprised therein and every holder thereof shall be bound at the request ofGartmore to deliver up the same to Gartmore for the cancellation thereof, or as it may direct,or to destroy the same; and

(c) appropriate entries will be made in Gartmore’s register of members to reflect the transfer of theScheme Shares to Henderson Group.

PART II

ALLOTMENT AND ISSUE OF NEW HENDERSON GROUP SHARES

8. The New Henderson Group Shares to be issued in accordance with Part I (Share Exchange andDividend Compensation) shall rank pari passu in all respects with all other Henderson Group Sharesin issue at the Effective Time and shall rank in full for all dividends or distributions made, paid ordeclared after the Effective Time on the ordinary share capital of Henderson Group (including the2010 Final Dividend), and shall be admitted to trading on the London Stock Exchange. Applicationfor quotation on the financial market operated by ASX will be made in respect of any New HendersonGroup CHESS Depositary Interests representing New Henderson Group Shares to be issued.

9. Settlement of the Consideration shall be effected as follows:

(a) subject to paragraph (c), in the case of Scheme Shares, which were not, immediately prior tothe cancellation of the Depository Interests, represented by Depository Interests, the NewHenderson Group Shares to which the relevant Scheme Shareholder is entitled shall be issuedto such shareholder in certificated form;

(b) subject to paragraph (c), in the case of Scheme Shares which were, immediately prior to thecancellation of the Depository Interest, represented by Depository Interests, the NewHenderson Group Shares to which the relevant Scheme Shareholder is entitled shall be issuedto such shareholder in uncertificated form. Henderson Group will procure that Euroclear isinstructed to credit the appropriate stock account of CREST of the relevant SchemeShareholder concerned with such relevant Scheme Shareholder’s entitlement to NewHenderson Group Shares; and

(c) in the case of Scheme Shares which were held by an Australian Scheme Shareholder who hasnot elected to receive New Henderson Group Shares, the New Henderson Group Shares towhich the relevant Scheme Shareholder is entitled shall be issued to the Henderson GroupCHESS Depositary which shall be instructed by Henderson Group to issue that number of NewHenderson Group CHESS Depositary Interests to the relevant Scheme Shareholder concerned.

10. Henderson Group’s obligations to issue the New Henderson Group Shares pursuant to clause 3 andthis Part II (Allotment and Issue of New Henderson Group Shares) shall be subject to any prohibitionor condition imposed by law. Without prejudice to the generality of the foregoing, if any SchemeShareholder has a registered address in a jurisdiction outside the Cayman Islands, the UnitedKingdom, Australia, New Zealand or the USA and Henderson Group is advised that the allotmentand/or issue of New Henderson Group Shares to that Scheme Shareholder in accordance with this

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Scheme would or may infringe the laws of such jurisdiction or would or may require HendersonGroup to observe any governmental or other consent or any registration, filing or other formality withwhich Henderson Group is unable to comply or which Henderson Group and Gartmore agree isunduly onerous to comply with, Henderson Group may, in its sole discretion, either:

(a) determine that the New Henderson Group Shares shall not be allotted and/or issued to suchScheme Shareholder but shall instead be allotted and issued to a nominee appointed byHenderson Group as bare trustee for such Scheme Shareholder on terms that the nominee shall,as soon as practicable following the Effective Date, sell the New Henderson Group Shares soallotted and issued at the best price which can reasonably be obtained at the time of sale andaccount for the net proceeds of such sale (after the deduction of all expenses and commissions,including any amounts in respect of value added tax payable thereon) to such SchemeShareholder by the fourteenth day following the Scheme Record Date. In the absence of badfaith or wilful default, none of Gartmore, Henderson Group or the nominee shall have anyliability for any loss or damage arising as a result of the timing or terms of such sale; or

(b) determine that the New Henderson Group Shares shall be sold, in which event the NewHenderson Group Shares shall be issued to such Scheme Shareholder and Henderson Groupshall appoint a person to act (and such person shall be authorised) on behalf of such SchemeShareholder to procure that any shares in respect of which Henderson Group has made such adetermination shall as soon as practicable following the Effective Date be sold at the best pricewhich can reasonably be obtained at the time of sale and the net proceeds of such sale (afterthe deduction of all expenses and commissions, including any amounts in respect of valueadded tax payable thereon) shall be paid to such Scheme Shareholder within 14 days of theScheme Record Date. To give effect to any such sale, the person so appointed shall beauthorised on behalf of such Scheme Shareholder to execute and deliver a form of transfer andto give such instructions and to do all other things which he may consider necessary orexpedient in connection with such sale. In the absence of bad faith or wilful default, none ofGartmore, Henderson Group or the person so appointed shall have any liability for any loss ordamage arising as a result of the timing or terms of such sale.

11. Any cash which may be due to a Scheme Shareholder pursuant to this Scheme will be paid to thatScheme Shareholder as follows:

(a) in the case of Scheme Shares which were not immediately prior to the cancellation of theDepository Interests represented by Depository Interests, Henderson Group shall despatch orprocure the despatch to each of the relevant Scheme Shareholders or as they may direct, inaccordance with the provisions of clauses 12 and 13, cheques for any cash due made payableto such Scheme Shareholder within 14 days of the Scheme Record Date; or

(b) in the case of Scheme Shares which were immediately prior to the cancellation of theDepository Interests represented by Depository Interests, Henderson Group shall procure themaking of a CREST assured payment obligation in favour of the appropriate CREST accountthrough which the relevant Scheme Shareholder holds such uncertificated Scheme Shares inrespect of the cash due to him provided that Henderson Group reserves the right to pay any cashdue to all or any relevant Scheme Shareholders in CREST at the Effective Time in the mannerreferred to in sub-clause 11(a) if, for any reason it wishes to do so, in each case within 14 daysof the Scheme Record Date.

12. All deliveries of cheques shall be effected by sending the same in pre-paid envelopes addressed to thepersons respectively entitled thereto at their respective addresses as appearing in the Register or, inthe case of joint holders, at the address of that one of the joint holders whose name stands first in theRegister (except in either case as otherwise directed in writing) at the Effective Time, and neitherGartmore nor Henderson Group shall be responsible for any loss or delay in the transmission ordelivery of any cheques sent in accordance with this clause which shall be sent at the risk of thepersons entitled thereto.

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13. All cheques shall be in Sterling drawn on the branch of a UK clearing bank, or in the case ofAustralian Scheme Shareholders who have not elected to receive New Henderson Group Shares, inAustralian dollars drawn on a branch of a bank in Australia. Payments made by cheque shall bepayable to the Scheme Shareholder concerned or, in the case of joint holders, to the holder whosename appears first in the Register in respect of the joint holding concerned at the Effective Time or tosuch other person(s) (if any) as such person may direct in writing. The encashment of any such chequeor the making of any CREST assured payment as referred to in clause 11 shall be a completedischarge for the monies represented thereby.

14. The provisions of this Part II (Allotment and Issue of New Henderson Group Shares) shall be subjectto any condition or prohibition imposed by law.

PART III

GENERAL

15. Part I (Share Exchange and Dividend Compensation) of this Scheme shall only become effectiveprovided that all of the following conditions are satisfied or, to the extent permitted by law, waived byGartmore and Henderson Group:

(a) this Scheme is approved by the affirmative vote at the Court Meeting of a majority in numberrepresenting seventy five per cent. or more in value of the Scheme Shares present and voting,either in person or by proxy, at the Court Meeting on the resolution to approve this Scheme;

(b) the Court Order sanctioning this Scheme is obtained from the Court and lodged with theRegistrar of Companies; and

(c) the Acquisition is approved by the affirmative vote at the Henderson Group General Meetingof a majority in number representing two-thirds or more in value of the Henderson GroupShares present and voting in person or by proxy at the Henderson Group General Meeting onthe resolution to approve the Acquisition.

16. Each mandate or other instruction in force (or treated as being in force) at the Effective Time relatingto any of the Scheme Shares (including, without limitation, payment of dividends on Scheme Shares)and any instruction then in force (or treated as being in force) relating to notices and othercommunications from Gartmore shall, unless and until varied or revoked, be deemed from theEffective Date to be a valid and effective mandate or instruction to Henderson Group in respect of thecorresponding New Henderson Group Shares to be allotted and issued pursuant to the Scheme.

17. Subject to any applicable securities laws, this Scheme may be amended, modified or supplemented atany time before or after its approval by the Gartmore Shareholders at the Court Meeting. At the CourtHearing, the Court may impose such conditions, modifications and amendments as it deemsappropriate in relation to this Scheme but will not impose any material changes without the jointconsent of Gartmore and Henderson Group. Gartmore and Henderson Group may, subject to anyapplicable laws, consent to any condition, modification or amendment of this Scheme on behalf of theScheme Shareholders which Gartmore and Henderson Group may think fit to approve or impose.After its approval, no amendment, modification or supplement to this Scheme may be made oreffected that legally requires further approval by shareholders or any class of shareholders ofGartmore without obtaining that approval.

18. Gartmore and Henderson Group may jointly agree to terminate or abandon this Scheme at any timeprior to the Effective Time without obtaining the approval of the Gartmore Shareholders, even thoughthis Scheme may have been approved at the Court Meeting and sanctioned by the Court and all otherconditions may have been satisfied.

19. Notwithstanding any other clause of this Scheme, the Scheme shall lapse and be of no effect if theEffective Date has not occurred by the Longstop Date or such later date as Gartmore and HendersonGroup may agree and the Court may allow.

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20. On or after the day being six calendar months after the posting of any cheques pursuant to thisScheme, Henderson Group shall have the right to cancel or countermand payment of any such chequewhich has not then been cashed or has been returned uncashed. Any monies represented thereby shallbe placed in an account in Henderson Group’s name (which need not be separate from HendersonGroup’s own account) with a licensed bank in the United Kingdom selected by Henderson Group untilthe expiration of one year from the Effective Date. Such payment shall not constitute HendersonGroup a trustee in respect of such monies. Any interest that may accrue on the monies deposited shallbelong to Henderson Group absolutely. Henderson Group shall, prior to the expiration of one yearfrom the Effective Date, make payments out of such account of the sums payable pursuant to theScheme to persons who satisfy Henderson Group (in Henderson Group’s absolute discretion) that theyare respectively entitled thereto, and that the cheques referred to in this Scheme of which they arepayees have not been cashed. In the absence of bad faith or wilful default a certificate of HendersonGroup to the effect that any particular person is so entitled or not so entitled shall be conclusive andbinding upon all persons claiming an interest in the relevant monies.

21. On the expiration of one year from the Effective Date, Henderson Group shall be released from anyfurther obligation to make any payments under this Scheme and the balance (if any) of the moniesstanding to the credit of Henderson Group pursuant to clause 20 of this Scheme shall vest absolutelyin Henderson Group.

22. None of the Scheme Shareholders shall commence a Prohibited Proceeding in respect of or arisingfrom this Scheme after the Scheme Record Time. A Scheme Shareholder may commence an AllowedProceeding against Gartmore or Henderson Group after the Scheme Record Time provided that it hasfirst given Gartmore and Henderson Group five clear Business Days’ prior notice in writing of itsintention to do so.

23. Any notice or other written communication to be given under or in relation to this Scheme (other thanwhen given in accordance with clause 25 below) shall be given in writing and shall be deemed to havebeen duly given:

(a) in the case of Gartmore if it is delivered by hand or sent by post to Gartmore Group Limited,Gartmore House, 8 Fenchurch Place, London, EC3M 4PB for the attention of the GeneralCounsel;

(b) in the case of Henderson Group, if it is delivered by hand or sent by post to Henderson Groupplc, 201 Bishopsgate, London, EC2M 3AE, for the attention of the General Counsel;

(c) in the case of any Gartmore Shareholder, if it is delivered by hand or sent by post to its addressas it appears on the Register or in respect of any notification and any other notice or writtencommunication that is required to be given to all or substantially all of the SchemeShareholders may (but is not required to) be made by issuing a press release; and

(d) in the case of any other person, if it is delivered by hand or sent by post to any address set forthfor that person in any agreement entered into in connection with this Scheme or the last knowaddress according to the records of Gartmore, or by fax or email to its last know fax numberor email address according to the records of Gartmore.

24. In proving service, it shall be sufficient proof, in the case of a notice sent by post, that the envelopewas properly stamped, addressed and placed in the post.

25. Without limiting the manner in which notice or other written communication may be given or deemedgiven pursuant to any other clause of this Scheme, any notice or written communication to be givenby Gartmore under this Scheme shall be deemed to have been served as provided in Articles 224 to236 of Gartmore’s Articles of Association.

26. The accidental omission to send any notice, written communication or other document in accordancewith clauses 23 or 25 above or the non-receipt of any such notice by a Gartmore Shareholder shall notaffect the provisions of this Scheme.

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27. Gartmore shall not be responsible for any loss or delay in transmission of any notices or otherdocuments posted by or to a Gartmore Shareholder which shall be posted at the risk of such GartmoreShareholder.

28. Henderson Group and Gartmore shall give notification to the Scheme Shareholders of the Schemehaving become effective. Gartmore shall give notification to the Gartmore Shareholders if HendersonGroup and Gartmore decide to terminate or abandon the Scheme pursuant to clause 18 above.

29. The operative terms of this Scheme shall be governed by, and construed in accordance with, the lawsof the Cayman Islands and the courts of the Cayman Islands shall have exclusive jurisdiction to hearand determine any Proceeding and to settle any dispute which arises out of or in connection with theterms of this Scheme or its implementation or out of any action taken or omitted to be taken underthis Scheme or in connection with the administration of this Scheme and for such purposes, the Partiesirrevocably submit to the jurisdiction of the courts of the Cayman Islands.

30. If any provision (or any part of any provision) of this Scheme is found by the Court to be illegal orunenforceable, it shall be severed from this Scheme and the remaining provisions of this Scheme shallcontinue in force.

Dated [1 April 2011]

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PART VIII

COMPARISON OF RIGHTS OF SHAREHOLDERS

If the Scheme becomes Effective, Scheme Shareholders will no longer hold shares in Gartmore, a CaymanIslands incorporated company. Instead, they will become a shareholder in Henderson Group, a companyincorporated under the laws of Jersey. Because of differences between Cayman Islands law and Jersey law,Scheme Shareholders will be subject to a new legal regime if the Scheme is implemented. In addition, thereare some differences in the rights of shareholders under the Gartmore Articles and Henderson GroupArticles.

Set out below is a summary of the main differences between the rights attaching to Gartmore Shares andHenderson Group Shares. This summary does not cover all of the differences between Jersey law andCayman Islands law affecting companies and their shareholders in general or all the differences between theGartmore Articles and the Henderson Group Articles in particular. This summary sets out the position as at24 February 2011, being the latest practicable date prior to the publication of this document, and is subjectto the complete text of the relevant provisions of the Cayman Companies Law, the Jersey Companies Law,the Gartmore Articles and the Henderson Group Articles and to applicable law. Gartmore Shareholdersshould read the Gartmore Articles and the Henderson Group Articles carefully and, if appropriate, seekindependent legal advice.

1. Comparison of rights of Gartmore Shares and Henderson Group Shares

Right Gartmore – Cayman Islands Law Henderson Group – Jersey Law

The authorised share capital ofHenderson Group as at 24 February2011, being the latest practicable dateprior to the publication of this document,is £243,738,847 divided into1,949,910,776 shares with a par value of12.5 pence each.

Subject to the pre-emption rightsreferred to below and also subject tohaving the requisite authority to allot thesame as also referred to below, under theHenderson Group Articles theHenderson Group Board may issue newshares out of authorised but unissuedshare capital, at such times as theHenderson Group Board think proper,without obtaining additional shareholderapproval. Any such shares may be issuedwith such rights or restrictions asHenderson Group may by ordinaryresolution determine or, subject to and indefault of such determination, as theHenderson Group Board shalldetermine.

In accordance with the HendersonGroup Articles, and the provisions of theJersey Companies Law, the authorisedshare capital may be increased by way ofa special resolution.

The authorised share capital ofGartmore as at 24 February 2011, beingthe latest practicable date prior to thepublication of this document is£2,500,000 divided into 500,000,000ordinary shares with a par value of£0.005 each.

Subject to the pre-emption rightsreferred to below and also subject tohaving the requisite authority to allot thesame as also referred to below, under theGartmore Articles the GartmoreDirectors may issue new common orpreferred shares out of authorised butunissued share capital, at such times andon such terms as they think proper,without obtaining additional shareholderapproval. Further, the Gartmore Boardmay determine the preferred, deferredqualified or other rights or restrictions,whether in regard to dividends, voting,return of share capital, or otherwise, thatwill attach to such common or preferredshares.

In accordance with the GartmoreArticles, and the provisions of theCayman Companies Law, the authorisedshare capital may be increased by way ofan ordinary resolution.

AuthorisedShare Capital

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Right Gartmore – Cayman Islands Law Henderson Group – Jersey Law

AuthorisedShare Capital(continued)

As permitted by the Cayman CompaniesLaw, Gartmore may issue fractionalshares, but Gartmore does not currentlyhave fractional shares outstanding.

As permitted by the Jersey CompaniesLaw, Henderson Group may issuefractional shares, but Henderson Groupdoes not currently have fractional sharesoutstanding.

Issued ShareCapital

As at 24 February 2011, being the latestpracticable date prior to the publicationof this document, 363,940,908 GartmoreShares were issued and fully paid. Theseinclude 171,538,932 Gartmore Shareswhich are represented by way ofDepository Interests.

As at 24 February 2011, being the latestpracticable date prior to the publicationof this document, 835,835,898Henderson Group Shares were issuedand fully paid. These include556,594,488 Henderson Group Shareswhich are represented by HendersonGroup CHESS Depositary Interests.

Authority toAllot Shares

The Gartmore Board has general andunconditional authority for each periodprescribed by ordinary or specialresolution to exercise all the powers ofGartmore to allot shares in Gartmore upto an aggregate nominal amount equal tothe amount prescribed by ordinary orspecial resolution.

The Henderson Group Board hasgeneral and unconditional authority foreach period prescribed by ordinary orspecial resolution to exercise all thepowers of Henderson Group to allotshares in Henderson Group up to anaggregate nominal amount equal to theamount prescribed by ordinary orspecial resolution.

Pre-EmptionRights

Under the Gartmore Articles, Gartmoreshall not allot any equity securities (asdefined in the Gartmore Articles)without first having offered them on apro rata basis to existing holders ofordinary shares save that this restrictionshall not apply to:

(a) any allotment which is to be free ofpre-emption rights as authorised byspecial resolution pursuant toarticle 14 of the Gartmore Articles;or

(b) the allotment of bonus shares; or

(c) a particular allotment of equitysecurities if these are, or are to be,wholly or partly paid up otherwisethan in cash; or

(d) the allotment of securities under orin connection with an employees’share scheme.

Under the Henderson Group Articles,Henderson Group shall not allot anyequity securities (as defined in theHenderson Group Articles) without firsthaving offered them on a pro rata basisto existing holders of shares save thatthis restriction shall not apply to:

(a) any allotment which is free of pre-emption rights as authorised by aresolution passed by a majority ofthree-quarters of the holders of theclass of shares who (being entitledto do so) vote in person or by proxy,pursuant to article 12 of theHenderson Group Articles; or

(b) the allotment of bonus shares; or

(c) a particular allotment of equitysecurities if these are, or are to be,wholly or partly paid up otherwisethan in cash; or

(d) the allotment of equity securitieswhich would, apart from anyrenunciation or assignment of theright to their allotment, be heldunder an employee shares scheme;or

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Right Gartmore – Cayman Islands Law Henderson Group – Jersey Law

Pre-EmptionRights (continued)

(e) the sale of shares in HendersonGroup which immediately beforethe sale are held by HendersonGroup as treasury shares.

DistributionsAnd Dividends

Under Cayman Islands law, theGartmore Directors may declare thepayment of dividends to shareholdersout of Gartmore’s (1) profits availablefor distribution, or (2) “share premiumaccount,” which represents the excess ofthe price paid to Gartmore on the issueof its shares over the par or “normal”value of those shares. However, nodividends may be paid if, after payment,Gartmore would not be able to pay itsdebts as they come due in the ordinarycourse of business.

Under Cayman Islands law, Gartmore isnot required to present proposeddividends or distributions to itsshareholders for approval or adoption.Gartmore may pay dividends in anycurrency.

Under the Jersey Companies Law, theHenderson Group Directors may declarea dividend out of reserves of profit, sharepremium account or any other source,except the nominal capital account orany capital redemption reserve.However, no dividends may be paidunless the Henderson Group Directorswho authorise the dividend are of theopinion that Henderson Group isimmediately following the dividend ableto discharge its liabilities as they falldue, and will be able to continuecarrying on business and discharging itsliabilities as they fall due for a period of12 months following the dividend.

Under Jersey law, Henderson Group isnot required to present proposeddividends or distributions to itsshareholders for approval or adoption.Henderson Group may pay dividends inany currency.

Under Article 15 of the HendersonGroup Articles, subject to the provisionsof the Jersey Companies Law, sharesmay be issued which are to be redeemedor are to be liable to be redeemed at theoption of Henderson Group or theshareholder. The terms, conditions andmanner of redemption of anyredeemable shares would require to beprovided for in the Henderson GroupArticles.

Under Article 57 of the HendersonGroup Articles, subject to the provisionsof the Jersey Companies Law,Henderson Group may purchase its ownshares (including, without limitation,any redeemable shares) provided that themembers shall have approved thepurchase by special resolution.

Subject to the above, under theHenderson Group Articles and theJersey Companies Law, issued sharesmay be repurchased or redeemed byHenderson Group out of any source, in

Under Article 18 of the GartmoreArticles, subject to the provisions of theCayman Companies Law, shares may beissued which are to be redeemed or areto be liable to be redeemed at the optionof Gartmore or the shareholder. TheGartmore Board may determine theterms, conditions and manner ofredemption of shares provided that itdoes so before the shares are allotted.

Under Article 19 of the GartmoreArticles, subject to the provisions of theCayman Companies Law, Gartmore maypurchase its own shares (including,without limitation, any redeemableshares) provided that the members shallhave approved the purchase by ordinaryresolution.

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Subject to the above, under the CaymanCompanies Law, issued shares may berepurchased or redeemed by Gartmoreout of profits, from proceeds of a freshissue of shares made for that purpose,out of capital or out of the sharepremium account, in such circumstancesand on such terms as may be agreed bythe Gartmore Directors and the holder ofthe shares to be repurchased orredeemed (provided that Gartmore hasthe ability to pay its debts as they falldue in the ordinary course of business).

As a matter of Cayman Islands law, noshare may be redeemed or repurchasedunless it is fully paid up and unless suchredemption or repurchase is not of alloutstanding shares. No share may beredeemed after a company hascommenced liquidation.

ShareRepurchases,Redemptions(continued)

such circumstances and on such terms asmay be agreed by the Henderson GroupDirectors and the holder of the shares tobe repurchased or redeemed (providedthat the Henderson Group Directors whoauthorise the dividend are of the opinionthat Henderson Group is immediatelyfollowing the repurchase or redemptionable to discharge its liabilities as theyfall due, and will be able to continuecarrying on business and discharging itsliabilities as they fall due for a period of12 months following the repurchase orredemption).

As a matter of Jersey law, no share maybe redeemed or repurchased unless it isfully paid up and unless suchredemption or repurchase is not of alloutstanding shares. No share may beredeemed after a company hascommenced liquidation.

Gartmore does not have a shareholderrights plan, and there is little case law onthe enforceability of such plans underCayman Islands law, but Gartmorebelieves a shareholder rights plan couldbe implemented under Cayman Islandslaw without shareholder approval. In theadoption of such a plan, the powers ofthe directors must be used for a properpurpose.

The Gartmore Directors also have powerto issue any authorised and unissuedGartmore shares on such terms andconditions as it may determine and anysuch action should be taken in the bestinterests of Gartmore. It is possible,however, that the terms and conditionsof any issue of preferred shares coulddiscourage a takeover or othertransaction that holders of some or amajority of the ordinary shares believeto be in their best interests or in whichholders of ordinary shares might receivea premium for their shares over the then-market price of the shares.

Anti-TakeoverMeasures

As a Jersey incorporated companyHenderson Group is subject to the CityCode. As such, Henderson Group isrequired to comply with the GeneralPrinciples and Rules of the City Code,which are designed to maintain anorderly market and to ensure equaltreatment of shareholders. The CityCode requires the directors of acompany the subject of a takeover bid toact in the interests of the company asa whole and to allow shareholders of acompany to decide on the merits of atakeover bid.

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Under Article 248 of the GartmoreArticles, a person must not, under anyarrangements implemented and/orapproved by the directors underArticle 26 (in relation to DepositoryInterests) effect or purport to effect aProhibited Acquisition (as defined inArticle 252) except as a result of aPermitted Acquisition (as defined inArticle 251):

(i) whether by himself, or with personsdetermined by the Gartmore Boardto be acting in concert with him,acquire after the date that Articles248 to 255 shall come into effect(for the purposes of this section, the“Effective Date”) an interest inGartmore Shares which, takentogether with interests in shares heldor acquired after the Effective Dateby him or by persons determined bythe Gartmore Board to be acting inconcert with him, carry 30 per cent.or more of the voting rightsattributable to Gartmore Shares; or

(ii) whilst he, together with personsdetermined by the Gartmore Boardto be acting in concert with him, isinterested in shares which inaggregate carry not less than 30 percent. but not more than 50 per cent.of the voting rights attributable to theGartmore Shares, acquire after theEffective Date, whether by himselfor with persons determined by theGartmore Board to be acting inconcert with him, an interest in anyother shares which, taken togetherwith interests in shares held bypersons determined by the GartmoreBoard to be acting in concert withhim, increases the percentage of theGartmore Shares carrying votingrights in which he is interested.

Anti-TakeoverMeasures (continued)

Right Gartmore – Cayman Islands Law Henderson Group – Jersey Law

The Henderson Group Articles providethat the number of directors shall not beless than 3 nor more than 15 in number.

The Henderson Group Articles providethat at every annual general meetingone-third of the directors or if theirnumber is not 3 or a multiple of 3, thenumber nearest to one-third shall retirefrom office, but if any director has at thestart of the annual general meeting beenin office for three years or more since hislast appointment or re-appointment, heshall retire at that annual generalmeeting. Reflecting the provisions of theUK Corporate Governance Code, alldirectors will put themselves up for re-election at every annual generalmeeting.

No person other than a director retiringby rotation shall be appointed a directorat any general meeting unless:

(a) he is recommended by theHenderson Group Board; or

(b) not less than seven nor more than42 days before the date appointedfor the meeting, notice by a memberqualified to vote at the meeting (notbeing the person to be proposed) hasbeen received by the company of theintention to propose that person forappointment stating the particularswhich would, if he were soappointed, be required to beincluded in the company’s registerof directors, together with notice bythat person of his willingness to beappointed.

A motion for the appointment of two ormore persons as directors by a singleresolution shall not be made unless aresolution that it should be so made hasfirst been agreed to by the meetingwithout any vote being given against it.

Article 128 of the Gartmore Articlesprovide that the Gartmore Board willconsist of not less than two but shall notbe subject to any maximum number.

Article 129 of Gartmore Articles providethat at every annual general meeting,one-third of the directors or, if theirnumber is not three or a multiple ofthree, the number nearest to one-thirdshall retire from office; but if anydirector has at the start of the annualgeneral meeting been in office for threeyears or more since his last appointmentor re-appointment, he shall retire at thatannual general meeting.

Under Article 132, no person other thana director retiring by rotation shall beappointed a director at any generalmeeting unless:

(a) he is recommended by the GartmoreBoard; or

(b) not less than seven nor more than42 days before the date appointedfor the meeting, notice by a memberqualified to vote at the meeting (notbeing the person to be proposed) hasbeen received by the company of theintention to propose that person forappointment stating the particularswhich would, if he were soappointed, be required to beincluded in the Gartmore’s registerof directors, together with notice bythat person of his willingness to beappointed.

Under Article 133, a motion for theappointment of two or more persons asdirectors by a single resolution shall notbe made unless a resolution that itshould be so made has first been agreedto by the meeting without any vote beinggiven against it.

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Pursuant to the Jersey Companies Law,in exercising powers and dischargingduties, a director shall:

(a) act honestly and in good faith in thebest interests of the company; and

(b) exercise the care, diligence and skillthat a reasonably prudent personwould exercise in comparablecircumstances.

In practice, the principles outlined byEnglish and Commonwealth commonlaw are highly persuasive in regard to thenature, and consequences of breach of,directors’ duties.

In recent years the English andCommonwealth common law authoritieshave moved towards an objective test forthe standard of skill and care to beexercised by directors. Gartmore hasbeen advised that it is likely that thecourts will follow these authorities,which suggest that the standard of carerequired of a director of a CaymanIslands company is that of a reasonablydiligent person having (a) the generalknowledge, skill and experiencereasonably to be expected of a personcarrying out the same functions as thatdirector in relation to the company, and(b) the specific knowledge, skill andexperience such director actuallypossesses.

The Cayman Companies Law does notspecify the duties of directors. Judicialprecedent in the Cayman Islands hasdefined the duties of a director generallyas being the observance of generalstandards of loyalty, good faith, and theavoidance of a conflict of duty and self-interest. In the absence of a developedbody of Cayman Islands law in thisregard, the principles outlined byEnglish and Commonwealth commonlaw are highly persuasive in the CaymanIslands courts. More specifically, theduties of a director of a Cayman Islandscompany may be summarised asfollows:

• a duty to act in what the GartmoreBoard in good faith considers to bethe best interests of the company(and in this regard it should be notedthat what is in the best interests ofthe group (if any) of companies towhich the company belongs is notnecessarily in the best interests ofthe company). The interests of thecompany and the shareholders aredistinct. However, in practical terms,there is often an overlap between theinterests of the company and itsshareholders as a whole;

• a duty to exercise their powers forthe purposes for which they areconferred;

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Duties Of TheDirectors(continued)

• a duty of trusteeship of thecompany’s assets;

• a duty, where possible, to avoidconflicts of interest and of duty;

• a duty to disclose personal interestin contracts involving the company;

• a duty not to make secret profitsfrom the directors’ office; and

• a duty to act with skill and care.

This standard may be raised where thedirector has more knowledge, skill andexperience than normally expected.Directors are required to take reasonablesteps to monitor the management of thecompany without relying blindly on thejudgment of others. However, the dutyof care is not absolute, and it is stillproper for directors to delegatemanagement functions, especially inlarge companies such as Gartmore.

The Henderson Group Articles providethat in so far as Jersey Companies Lawallows, every present and formerdirector, alternate director, secretary orother officer of Henderson Group shallbe indemnified out of the assets ofHenderson Group against any costs,charges, losses, damages and liabilitiesincurred by him in the actual orpurported execution or discharge of hisduties or exercise of his powers orotherwise in relation thereto includingany liability incurred in defending anyproceedings which relate to anythingdone or omitted or alleged to have beendone or omitted by him in any suchcapacity.

The Jersey Companies Law restricts acompany’s ability to indemnify orexempt its directors in certaincircumstances. For instance, a companycannot indemnify one of its directors forany liabilities incurred by that director indefending proceedings (whether civil orcriminal) in which judgment is not givenin the director’s favour or the director isconvicted.

Article 245 of the Gartmore Articlesprovide that to the fullest extentpermitted by law, Gartmore shallindemnify any current or former directoror officer of Gartmore against any costs,expenses, losses or liabilities incurred indefending any civil proceedingsconcerning Gartmore or its affairs in anycourt whether in the Cayman Islands orelsewhere.

Cayman Islands law does not limit theextent to which a company mayindemnify its directors, officers,employees and agents except to theextent that such provision may be heldby the Cayman Islands courts to becontrary to the public policy.

Cayman Islands companies may take outdirectors’ and officers’ liabilityinsurance, as well as other types ofinsurance, for their directors andofficers.

Article 169 of the Gartmore Articlesprovides that the Gartmore Board maypurchase and maintain insurance for orfor the benefit of any person who is or

IndemnificationOf DirectorsAnd Officers;Insurance

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IndemnificationOf DirectorsAnd Officers;Insurance(continued)

was (a) a director, officer or employee ofGartmore or any body which is or wasthe holding company or subsidiaryundertaking of Gartmore, or in whichGartmore or such holding company orsubsidiary undertaking has or had anyinterest (whether direct or indirect) orwith which Gartmore or such holdingcompany or subsidiary undertaking is orwas in any way allied or associated; or(b) a trustee of any pension fund inwhich employees of Gartmore or anyother body referred to in paragraph (a)of Article 169 if the Gartmore Articlesare or have been interested.

The Henderson Group Articles alsoprovide that Henderson Group may(without prejudice to the indemnityreferred to above) exercise all thepowers of Henderson Group to purchaseand maintain insurance for or for thebenefit of any person who is or was adirector of Henderson Group or anybody which is or was a holding companyor subsidiary of Henderson Groupincluding insurance against liabilityincurred by such person in respect of anyact or omission in the actual orpurported exercise of his duties.

Limitation OnDirectorLiability

Cayman Islands law, in certaincircumstances, permits a company tolimit the liability of a director to thecompany. The considerations underCayman Islands law with regard to thelimitation of a director’s liabilityare similar to those that apply to theenforcement of provisions relating to theindemnification of directors discussedabove under “Indemnification ofDirectors And Officers; Insurance.” Insummary, a Cayman Islands court willenforce such a limitation except to theextent that enforcement of the relevantprovision may be held to be contrary topublic policy.

Article 246 of the Gartmore Articlesprovide, to the fullest extent permittedby law, that no director or officer will bepersonally liable to Gartmore or toGartmore Shareholders for any lossarising or liability attaching to suchdirector or officer by virtue of any ruleof law in respect of any negligence,default, breach of duty or breach of trustof which such director or officer may beguilty in relation to Gartmore unless thesame shall happen through such directoror officer’s own dishonesty, willfuldefault or fraud.

As discussed under “Indemnification ofDirectors And Officers; Insurance”above, the Jersey Companies Lawrestricts a company’s ability toindemnify or exempt its directors incertain circumstances. Where thosecircumstances apply, whether theexemption takes the form of an expresslimitation of liability or otherwise, it willnot be permitted under Jersey law.

The Jersey Companies Law permits theJersey court in certain circumstances togrant relief (in whole or in part) to adirector in respect of negligence, breachof duty or breach of trust, provided itappears to court that the director actedhonestly and that having regard to all thecircumstances of the case he or sheought fairly to be excused for thenegligence, default breach of duty orbreach of trust.

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The Henderson Group Articles providethat a Henderson Group Director who, tohis or her knowledge, is in any way(directly or indirectly) interested in acontract, arrangement, transaction orproposal to be entered into or proposedto be entered into by Henderson Groupand such interest conflicts or mayconflict to a material extent with theinterests of Henderson Group shalldeclare the nature of his interest at themeeting of the Henderson Group Boardat which the question of entering into thecontract, arrangement, transaction orproposal is first considered (or as soonas possible after he becomes aware ofsuch interest, if later).

The Henderson Group Articles furtherprovide that a director shall not vote onany resolution of the Henderson GroupBoard or a committee of the HendersonGroup Board concerning such acontract, transaction, arrangement orany other proposal in which he or shehas such an interest, except in certainspecified situations.

The Henderson Group Articles providethat, subject to the relevant HendersonGroup Director having complied withhis obligation to disclose his interest,such director may (i) enter into or beotherwise interested in any contract,arrangement, transaction or proposalwith Henderson Group or in whichHenderson Group is otherwiseinterested; (ii) may hold any other officeor place of profit under HendersonGroup in conjunction with the office ofdirector; (iii) may be a director or otherofficer of another party to anytransaction or arrangement withHenderson Group; and (iv) shall not beliable to account to Henderson Groupfor any profit, remuneration or otherbenefit realised by any such office,employment, contract, arrangement,transaction or proposal and no suchcontract, arrangement, transaction orproposal shall be avoided on the groundsof any such interest or benefit.

As a matter of the common law appliedin the Cayman Islands, the director of aCayman Islands company should seek toavoid placing himself in a positionwhere there is a conflict, or a possibleconflict, between the duties he owes tothe company and either his personalinterest or other duties that he owes to athird party, and if a director is in anyway, directly or indirectly, interested in aproposed transaction or arrangementwith the company, he must declare thenature and extent of that interest to theother directors at the first opportunity.The duty to avoid conflicting interestsextends to contracts with Gartmore, theuse of information or opportunities thatcome to him by virtue of his directorshipand actions competing with Gartmore.Matters that have been authorised by thedirectors generally or authorised by theprovisions of the Gartmore Articles willnot result in a breach of this commonlaw duty of a director to avoid conflictsof interest. There is no requirement tomaintain a register of director declaredinterests under Cayman Islands law.

Under Article 161 of the GartmoreArticles, the Gartmore Board mayauthorise any matter proposed to itwhich would, if not so authorised,involve a breach of duty owed by adirector as a matter of law, including,without limitation, any matter whichrelates to a situation in which a directorhas, or can have, an interest whichconflicts, or possibly may conflict, withthe interests of Gartmore. However, suchauthorisation will only be effective if therelevant board meeting was quorate, andthe matter was passed, without theinterested director being counted.

Under Article 162 of the GartmoreArticles, a Gartmore Director may be aparty to, or otherwise interested in, anytransaction or arrangement withGartmore or in which Gartmore isotherwise interested, and such directorwill not be accountable to Gartmore forany remuneration received from such

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employment or other interest, provided the director has disclosed to the boardthe nature and extent of his interest.

Further, under Article 165 of theGartmore Articles, a director shall beunder no duty to Gartmore with respectto any information which he obtains orhas obtained otherwise than as a directorof Gartmore and in respect of which heowes a duty of confidentiality to anotherperson. However, this only applies if, tothe extent that his relationship with thatother person gives rise to a conflict ofinterest or possible conflict of interest,the existence of that relationship hasbeen approved by the Gartmore Board.

Under the Gartmore Articles, aGartmore Director shall not vote at ameeting of the board or a committee ofthe board on any resolution of the boardconcerning a matter in which he has aninterest (other than by virtue of hisinterests in shares or debentures or othersecurities of, or otherwise in or through,Gartmore) which can reasonably beregarded as likely to give rise to aconflict with the interests of Gartmore,unless his interest arises only becausethe resolution concerns certain mattersspecified in the Gartmore Articles.

Conflicts ofInterest (continued)

Generally speaking the position onshareholder suits under Jersey law issimilar to the position in the CaymanIslands, save that there is some Jerseyauthority for the proposition that ashareholder should bring a claim underthe unfair prejudice regime (which is astatutory regime under Jersey law) andnot under the derivative action regime(which is not a statutory regime), if suchshareholder’s action is capable of beingbrought under the unfair prejudiceregime.

In the Cayman Islands, the decision toinstitute proceedings on behalf of acompany is generally taken by thecompany’s board of directors. In certainlimited circumstances, a shareholdermay be entitled to bring a derivativeaction on behalf of Gartmore. Thecentral question at issue in decidingwhether a minority shareholder may bepermitted to bring a derivative action iswhether, unless the action is brought, awrong committed against Gartmore,would otherwise go unredressed. Thecause of action may be against thedirector, another person, or both.

A shareholder may also be permitted tobring an action in his or her own nameagainst a Cayman Islands company, adirector or any other person in respect of

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Shareholder’sSuits(continued)

any direct loss suffered by suchshareholder as a result of anynegligence, default, breach of duty orbreach of trust. In any such action,however, a loss suffered by the companywill not be regarded as a direct losssuffered by the individual shareholder.A shareholder may also be permitted tobring an action on the basis that thecompany’s affairs are being, or havebeen, conducted in a manner that isunfairly prejudicial to the interests ofshareholders generally or to someshareholders in particular.

Henderson Group is required as a matterof Jersey Companies Law to hold anannual general meeting in each calendaryear, and for there to be no more than18 months between the date of oneannual general meeting and the date ofthe next. Subject to this, the HendersonGroup Board has the right to set the timeand place of the annual general meeting,and any annual general meeting may beheld outside Jersey.

Notice of an annual general meetingmust be given to all Henderson GroupShareholders and to each HendersonGroup CHESS Depositary Interestholder and the notice shall specify themeeting as such. The Henderson GroupArticles provide that the minimumnotice period is at least 21 clear days’notice.

Under the Henderson Group Articles,members representing at least five percent. of the total voting rights of allmembers who have a right to vote on theresolution at an annual general meetingor not less than 100 members who havethe relevant right to vote and who holdshares in Henderson Group on whichthere has been an average sum paid up,per member, of £100, may requireHenderson Group to circulate tomembers of Henderson Group entitledto receive notice of the annual generalmeeting, notice of a resolution whichmay be properly moved and is intendedto be moved at that meeting.

Under Article 65 of the GartmoreArticles Gartmore must hold an annualgeneral meeting in each period of6 months beginning with the dayfollowing its accounting reference date.The Gartmore Board has the right to setthe time and place of the annual generalmeeting, and any annual generalmeeting may be held outside theCayman Islands.

Notice of an annual general meetingmust be given to all GartmoreShareholders and the notice shall specifythe meeting as such. Article 65 of theGartmore Articles provides that theminimum notice period is at least21 clear days’ notice.

Under Article 67, of the GartmoreArticles, subject to the provisions of theCompanies Law, where notice calling anannual general meeting of Gartmore isgiven more than six weeks before themeeting, the notice shall specify:

• the right of members under thearticles of association to requireGartmore to give notice of aresolution to be moved at themeeting; and

• the right under the articles ofassociation to require Gartmore toinclude a matter in the business to bedealt with at the meeting.

Under Cayman Islands law, there is nogeneral right for a shareholder to putitems on the agenda of a shareholdermeeting other than as set out in thearticles of association of a company.

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GeneralMeetings OfShareholders

Under Article 64 of the GartmoreArticles, general meetings of GartmoreShareholders may be called by theGartmore Board whenever and at suchtimes and places as it shall determine.

Article 64 of the Gartmore Articles alsoprovides that general meetings shall alsobe convened on the requisition in writingof any shareholder or shareholdersentitled to attend and vote at generalmeetings of Gartmore holding 5 percent. of the paid up voting share capitalof Gartmore deposited at the registeredoffice, specifying the objects of themeeting.

Furthermore, Article 64 of the GartmoreArticles also provides that at least14 clear days’ notice of a generalmeeting must be given to theshareholders of Gartmore.

Under Article 69 of the GartmoreArticles, in the case of a meeting to passa special resolution, the notice shallspecify the intention to propose theresolution as a special resolution.

Under the Henderson Group Articles,general meetings of Henderson GroupShareholders may be called by theHenderson Group Board whenever andat such times and places as it shalldetermine.

Under the Henderson Group Articlesand pursuant to the Jersey CompaniesLaw, general meetings shall also beconvened on the requisition in writing ofany shareholder or shareholders entitledto attend and vote at general meetings ofHenderson Group holding 10 per cent.or more of the total voting rights of theshareholders who have the right to voteat the meeting requisitioned. Suchrequisition must be deposited at theregistered office, specifying the objectsof the meeting.

The Henderson Group Articles providethat at least 14 clear days’ notice of ageneral meeting must be given to theshareholders of Henderson Group.

Under the Henderson Group Articles, inthe case of a meeting to pass a specialresolution, the notice shall specify theintention to propose the resolution as aspecial resolution.

AdjournmentOf ShareholderMeetings

Article 93 of the Gartmore Articlesprovide that if within five minutes (orsuch longer time not exceeding30 minutes as the chairman of themeeting may decide to wait) from thetime appointed for the meeting a quorumis not present, it shall stand adjourned toa day at least 10 days after the originalmeeting, at the same time and place orsuch other time or such other place asthe chairman of the meeting maydetermine. If at the adjourned meeting aquorum is not present within fifteenminutes after the time appointed forholding the meeting, the adjournedmeeting shall be dissolved.

Under Article 96 of the GartmoreArticles, the chairman may, with theconsent of a meeting at which a quorumis present, adjourn the meeting fromtime to time and from place to place. Nobusiness may be dealt with at any

The Henderson Group Articles providethat if within five minutes (or suchlonger time not exceeding 30 minutes asthe chairman of the meeting may decideto wait) from the time appointed for themeeting a quorum is not present, or ifduring a meeting such a quorum ceasesto be present, the meeting, if convenedon the requisition of the members, shallbe dissolved, and in any case shall standadjourned to such time and place as thechairman of the meeting may determine.The adjourned meeting shall bedissolved if a quorum is not presentwithin 15 minutes after the timeappointed for holding the meeting.

Under the Henderson Group Articles,the chairman may, with the consent of ameeting at which a quorum is present,adjourn the meeting from time to timeand from place to place. Anyadjournment may be for such time and

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AdjournmentOf ShareholderMeetings(continued)

adjourned meeting other than thebusiness left unfinished at the meeting atwhich the adjournment took place.Under Article 97 of the GartmoreArticles, when a meeting is adjournedfor 30 days or more or for an indefiniteperiod, notice shall be sent at least sevenclear days before the date of theadjourned meeting specifying the timeand place of the adjourned meeting andthe general nature of the business to betransacted.

to such other place (or, in the case of ameeting held at a principal meetingplace and a satellite meeting place, suchother places) as the chairman may, in hisabsolute discretion determine. Under theHenderson Group Articles, when ameeting is adjourned for 30 days ormore or for an indefinite period, noticeshall be sent at least seven clear daysbefore the date of the adjourned meetingspecifying the time and place of theadjourned meeting and the generalnature of the business to be transacted.

Under the Henderson Group Articles,subject to any rights or restrictionsattached to any shares on a show ofhands every member who is present inperson shall have one vote and everyproxy present who has been dulyappointed by a member entitled to voteon the resolution has one vote and on apoll every member present in person orby proxy shall have one vote for everyshare of which he is the holder.

Any matter submitted to shareholders ata general meeting at which a quorum ispresent requires the affirmative vote of amajority of the votes cast unlessotherwise required by the HendersonGroup Articles or Jersey CompaniesLaw.

To approve a special resolution underJersey Companies Law, approval of notless than two thirds of the votes cast onthe resolution is required. Examples ofmatters requiring special resolutionsinclude:

• amending the memorandum ofassociation of Henderson Group;

• amending the Henderson GroupArticles;

• approving the change of name ofHenderson Group;

• repurchases of shares;

• increasing the authorised sharecapital;

Under Articles 108 and 109 of theGartmore Articles, subject to any rightsor restrictions attached to any shares ona show of hands every member who ispresent in person shall have one vote andevery proxy present who has been dulyappointed by a member entitled to voteon the resolution has one vote and on apoll every member present in person orby proxy shall have one vote for everyshare of which he is the holder.

Any matter submitted to shareholders ata general meeting at which a quorum ispresent requires the affirmative vote of amajority of the votes cast unlessotherwise required by the CaymanCompanies Law.

To approve a special resolution underCayman Islands law and the GartmoreArticles, approval of not less than 75 percent. of the votes cast at the meeting isrequired. Examples of matters requiringspecial resolutions include:

• amending the objects ormemorandum of association ofGartmore;

• amending the Gartmore Articles;

• approving the change of name ofGartmore;

• variation of class rights attaching toclasses of shares;

• the reduction of share capital or anycapital redemption reserve fund; and

• liquidation or dissolution ofGartmore.

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Voting Rights(continued)

• consolidating or dividing sharecapital;

• the reduction of capital accounts inthose circumstances where theJersey Companies Law requiressuch a special resolution;

• solvent winding up of HendersonGroup

As set out elsewhere in this summary,under the Henderson Group Articles,certain actions require the approval of amajority of three-quarters of the votescast on a resolution.

Amendment OfGoverningDocuments

Under the Gartmore Articles, Gartmoremay alter its memorandum and articlesof association by passing a specialresolution of its shareholders to effectsuch amendment. A special resolutionunder the Gartmore Articles requires theapproval of not less than 75 per cent. ofthe votes cast.

Under the Jersey Companies Law,Henderson Group may alter itsmemorandum and articles of associationby passing a special resolution of itsshareholders to effect such amendment.A special resolution under the JerseyCompanies Law and the HendersonGroup Articles requires the approval ofnot less than two thirds of the votes cast.

Inspection OfBooks AndRecords

Under Articles 190 and 211 of theGartmore Articles, any shareholder mayinspect the Gartmore’s registers(including the register of members) andany statutory accounts of Gartmore.

Cayman Islands law requires that theregister of mortgages and charges ofGartmore be open to inspection by anyshareholder or creditor of Gartmore atall reasonable times.

Pursuant to the Jersey Companies Law, ashareholder is entitled to inspect theregisters of the Henderson Group(including the register of members) andto request and receive any statutoryaccounts of Henderson Group.

There is no requirement under Jerseylaw to maintain a register of charges andaccordingly no right of inspection ofsame.

Transfer AndRegistration OfShares

Gartmore’s share register is maintainedby the company secretary of Gartmore.A Gartmore Shareholder who holdsshares beneficially is not a holder ofrecord of such shares. Instead, theGartmore Depository or other nomineewill be the holder of record of suchshares. Accordingly, a transfer of sharesfrom a person who holds such sharesbeneficially to a person who also holdssuch shares beneficially through thesame depository or other nominee is notregistered in Gartmore’s share register,as the depository or other nomineeremains the record holder of such shares.

Jersey Companies Law permits shares tobe held and transferred either incertificated form, or in uncertificatedform through CREST. A shareholder ofHenderson Group who holds onlybeneficial title to shares is not a holderof record of such shares and therefore isnot registered on Henderson Group’sshare register. Please refer to section 2 ofthis Part VIII (Comparison of Rights ofShareholders) for an explanation ofHenderson Group CHESS DepositaryInterests.

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Right Gartmore – Cayman Islands Law Henderson Group – Jersey Law

Transfer AndRegistration OfShares(continued)

Under the Gartmore Articles, theinstrument of transfer of a certificatedshare may be in any usual form or in anyother form which the board may approveand the instrument of transfer of a shareshall be signed by or on behalf of thetransferor and, unless the share is fullypaid, by or on behalf of the transferee.An instrument of transfer need not beunder seal.

Furthermore, under the Articles theGartmore Board may permit shares ofany class held in uncertificated form tobe transferred by means of anydocument or instruction used by arelevant system approved for suchpurpose by Gartmore.

Where shares are transferred incertificated form, under the HendersonGroup Articles, the instrument oftransfer shall be signed by or on behalfof the transferor and, unless the share isfully paid, by or on behalf of thetransferee. An instrument of transferneed not be under seal.

Except as required by law, HendersonGroup shall recognise no person asholding any share on any trust andHenderson Group shall not be bound byor recognise any interest in any shareexcept the holder’s absolute right to thewhole of the share.

Rights UponLiquidation

Under Cayman Islands law, the rights ofthe shareholders to a return ofGartmore’s assets on dissolution orwinding up, following the settlement ofall claims of creditors, may beprescribed in the Gartmore Articles orthe terms of any preferred shares issuedby the Gartmore Board from time totime.

Article 243 of the Gartmore Articlesprovide that if the company is to bewound up, the liquidator may, with thesanction of a ordinary resolution of theGartmore and any other sanctionrequired by statute, value the assets ofGartmore and divide them among theshareholders. Pursuant to sanction byordinary resolution, the liquidator willhave discretion to determine how suchdistribution will be carried out amongclasses of shareholders.

Under the Henderson Group Articles, ifHenderson Group is wound up, thedirectors or the liquidator (as the casemay be) may, with the sanction of aspecial resolution (and other sanctionrequired by Jersey company law), divideamong the members in specie the wholeor any part of the assets of HendersonGroup and may, for that purpose, valueany assets and determine how thedivision shall be carried out as betweenthe members or different classes ofmembers. Any such division may beotherwise than in accordance with theexisting rights of the members, but if thedivision is resolved otherwise than inaccordance with such rights, themembers shall have the same right ofdissent and consequential rights as ifsuch resolution were a special resolutionpassed pursuant to section 110 UKInsolvency Act 1986. The HendersonGroup Directors or the liquidator (as thecase may be) may, with the like sanction,vest the whole or any part of the assets intrustees on such trusts for the benefit ofthe members as they/he with the likesanction shall determine, but no membershall be compelled to accept any assetson which there is a liability.

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2. Rights attaching to Henderson Group CHESS Depositary Interests

The New Henderson Group CHESS Depositary Interests are able to be traded on ASX. The New HendersonGroup Shares are able to be traded on the London Stock Exchange, but not on ASX. This is because ASXrules require all trading to take place on CHESS (which is ASX’s electronic transfer and settlement system),but the New Henderson Group Shares cannot be held directly under the CHESS system and traded on ASXthrough CHESS directly as UK regulations do not permit CHESS to be used for holding and transferringlegal title to the New Henderson Group Shares.

Henderson Group is required to treat holders of Henderson Group CHESS Depositary Interests, in respectof dividends and other entitlements, as if they were the holders of the underlying Henderson Group Shares.Holders of Henderson Group CHESS Depositary Interests have all the direct economic benefits of legalownership (such as the right to receive the same dividends, rights issues and bonus issues) to which directholders of Henderson Group Shares are entitled.

The major differences between holding Henderson Group CHESS Depositary Interests and HendersonGroup Shares are as follows:

• holders of Henderson Group CHESS Depositary Interests do not have legal title in the underlyingHenderson Group Shares to which the Henderson Group CHESS Depositary Interests relate. Legaltitle to the Henderson Group Shares is held by the depositary nominee, Henderson Group CHESSDepositary, a wholly-owned subsidiary of ASX. Holders of Henderson Group CHESS DepositaryInterests have beneficial ownership of the underlying Henderson Group Shares and legal andbeneficial ownership of the Henderson Group CHESS Depositary Interests; and

• holders of Henderson Group CHESS Depositary Interests are not able to vote personally asshareholders at a meeting of Henderson Group. Instead, holders of Henderson Group CHESSDepositary Interests are provided with a voting instruction form which will enable them to instructHenderson Group CHESS Depositary in relation to the exercise of voting rights. Alternatively, aholder of Henderson Group CHESS Depositary Interests is able to request Henderson Group CHESSDepositary to appoint the holder of Henderson Group CHESS Depositary Interests or a third partynominated by the holder of Henderson Group CHESS Depositary Interests as its proxy so that theproxy so appointed may attend meetings and vote personally as Henderson Group CHESSDepositary’s proxy. Alternatively, holders of Henderson Group CHESS Depositary Interests canconvert their Henderson Group CHESS Depositary Interests into Henderson Group Shares insufficient time before the relevant meeting, in which case they will be able to vote personally asshareholders.

Holders of Henderson Group CHESS Depositary Interests may at any time (except in the week just prior toa dividend record date when conversions are suspended) convert their holding to a holding of HendersonGroup Shares. Holders of Henderson Group Shares may at any time (except in the week just prior to adividend record date when conversions are suspended) convert their holding of shares to a holding ofHenderson Group CHESS Depositary Interests. Holders of Henderson Group CHESS Depositary Interestsmay contact their stockbroker or the Henderson Group share registry to arrange conversion.

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PART IX

TAXATION

1. Withholding Tax on Dividends

Except as described in paragraph 3 (Republic of Ireland Taxation) of this Part IX (Taxation), HendersonGroup will not (based on current law) be required to withhold tax when paying a dividend on the NewHenderson Group Shares (including the 2010 Final Dividend).

Based on current law, no tax will be required to be withheld from a dividend paid under the IAS Plan(including where that dividend is paid in respect of the 2010 Final Dividend).

2. UK Taxation

2.1 General

The following statements are intended only as a general guide to certain UK tax considerationsand do not purport to be a complete analysis of all potential UK tax consequences of disposingof Gartmore Shares or of acquiring, holding or disposing of New Henderson Group Shares.They are based on current UK legislation and what is understood to be the current practice ofHMRC as at the date of this document, both of which may change, possibly with retroactiveeffect. They apply only to Gartmore Shareholders (or, as relevant, New Henderson GroupShareholders) who are resident for tax purposes in (and only in) the UK (except in so far asexpress reference is made to the treatment of non-UK residents), who hold their GartmoreShares (and who will hold their New Henderson Group Shares) as an investment (other thanunder an Individual Savings Account) and who are the absolute beneficial owners of thoseshares and any dividends paid on them.

The tax position of certain categories of Gartmore Shareholders and New Henderson GroupShareholders who are subject to special rules (such as persons who acquired (or are deemed tohave acquired) their shares in connection with an office or employment, persons subject to theremittance basis of taxation, dealers in securities, insurance companies and collectiveinvestment schemes) is not considered.

Shareholders who are in any doubt about their taxation position or who may be subject to taxin a jurisdiction other than the UK are strongly recommended to consult their own professionaladvisers.

2.2 Taxation of Chargeable Gains

(a) Cancellation of DIs

There will be no chargeable gains consequences for Gartmore Shareholders who currently holdDIs on the cancellation of their DIs and the entry of their names on Gartmore’s register ofmembers prior to the Scheme Record Time. The chargeable gains treatment outlined below willapply to such Gartmore Shareholders in the same way as to other Gartmore Shareholders.

(b) Acquisition of New Henderson Group Shares

A Gartmore Shareholder who does not hold (either alone or together with persons connectedwith such Gartmore Shareholder) more than five per cent. of, or any class of, shares in ordebentures of Gartmore will not be treated as having made a disposal of his Gartmore Sharesto the extent that such Gartmore Shareholder receives New Henderson Group Shares. Instead,the New Henderson Group Shares will be treated as the same asset as the Gartmore Shares inrespect of which they are issued and as acquired at the same time and for the sameconsideration as those Gartmore Shares.

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However, this treatment does not apply to Gartmore Shareholders who hold (either alone ortogether with persons connected to such Gartmore Shareholders) more than 5 per cent. of, orof any class of, the shares in or debentures of Gartmore unless it is considered that the exchangeof the Gartmore Shares for New Henderson Group Shares is effected for bona fide commercialreasons, and does not form part of a scheme or arrangements of which the main purpose, or oneof the main purposes, is the avoidance of liability to capital gains tax or, as the case may be,corporation tax. It is possible to obtain advance clearance from HMRC under section 138 ofthe Taxation of Chargeable Gains Act 1992 for confirmation that the exchange is being carriedout for bona fide commercial reasons and does not form part of such a scheme or of any sucharrangements. An application for advance clearance has not been made in the present case.

This treatment should not generally be affected by the cash payment received by a GartmoreShareholder in respect of the net proceeds of sale of his fractional entitlement to NewHenderson Group Shares, provided that such proceeds are “small” as compared to the value ofthe Gartmore Shares in respect of which the fractional entitlement arose. Instead, the proceedswill be deducted from the base cost of his holding of New Henderson Group Shares for thepurpose of computing any chargeable gain or allowable loss on a subsequent disposal of suchNew Henderson Group Shares. For these purposes, HMRC would currently regard a receipt as“small” if its amount or value does not exceed five per cent. of the value of the relevantGartmore Shares or is £3,000 or less, whether or not it would also fall within the five per cent.test. This treatment will not apply if the net proceeds of sale of a Gartmore Shareholder’sfractional entitlement to New Henderson Group Shares are greater than the base cost of hisholding of New Henderson Group Shares for chargeable gains purposes.

In the event that the 2010 Final Dividend is paid before the Effective Date such that GartmoreShareholders receive a cash payment in lieu of their entitlement to the 2010 Final Dividend (the“Alternative Cash Payment”), then (assuming that the Alternative Cash Payment is nottreated as a “small” capital distribution) Gartmore Shareholders will be treated as having madea part disposal of their Gartmore Shares to the relevant extent. The chargeable gain or allowableloss in respect of such part disposal should be calculated taking into account the allowable costto the Gartmore Shareholder of acquiring the Gartmore Shares, based on an apportionment ofthe allowable cost of the Gartmore Shares by reference to the amount of the Alternative CashPayment and the market value of the New Henderson Group Shares issued to that GartmoreShareholder at the time of the exchange.

(c) Disposal of New Henderson Group Shares

If a New Henderson Group Shareholder sells or otherwise disposes of all or some of his NewHenderson Group Shares, he may, depending on his circumstances and subject to any availableexemption or relief, incur a liability to UK tax on capital gains (for individual shareholders) ortaxation on chargeable gains (for corporate shareholders).

An individual will not have a capital gains tax liability if the capital gain made on the disposalof the New Henderson Group Shares does not, when aggregated with the individual’s othercapital gains in the relevant tax year, exceed the capital gains annual exemption, which iscurrently £10,100 for the tax year ending 5 April 2011.

For the purposes of calculating chargeable gains, corporate shareholders within the charge toUK corporation tax will generally be entitled to claim an indexation allowance.

To the extent that (as described above) the New Henderson Group Shares fall to be treated fortax purposes as the same asset as and acquired at the same time and for the same considerationas the Gartmore Shares in respect of which they are issued, any chargeable gain or allowableloss on a disposal of the New Henderson Group Shares should be calculated taking into accountthe allowable cost to the New Henderson Group Shareholder of acquiring those GartmoreShares, based on an apportionment of the allowable cost of those Gartmore Shares by referenceto the market value of the New Henderson Group Shares at the time of the disposal.

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A New Henderson Group Shareholder who is not resident (nor, in the case of an individual,ordinarily resident) for tax purposes in the UK will not generally be subject to UK tax oncapital gains on a disposal of New Henderson Group Shares unless that New Henderson GroupShareholder is carrying on a trade, profession or vocation in the UK through a branch or agency(or, in the case of a corporate New Henderson Group Shareholder, a permanent establishment)in connection with which the New Henderson Group Shares are used, held or acquired. SuchNew Henderson Group Shareholders may be subject to foreign taxation on any gain under locallaw.

An individual New Henderson Group Shareholder who has ceased to be resident or ordinarilyresident for tax purposes in the UK for a period of less than five tax years and who disposes ofall or part of his New Henderson Group Shares during that period may be liable to UK tax oncapital gains on his return to the UK, subject to any available exemptions or reliefs.

2.3 Taxation of Dividends paid under the IAS Plan

(a) General

All New Henderson Group Shareholders will be deemed to make an election to participate inthe IAS Plan unless they lodge with Henderson Group an election not to participate in the IASPlan. Further information regarding the IAS Plan is set out at paragraph 13 of Part X(Additional Information) of this document.

If a New Henderson Group Shareholder receives a dividend under the IAS Plan, that NewHenderson Group Shareholder will be receiving a dividend from a company which is residentfor tax purposes in the UK.

(b) Individual New Henderson Group Shareholders

An individual New Henderson Group Shareholder who is resident for tax purposes in the UKand who receives a dividend under the IAS Plan will generally be entitled to a tax credit equalto one-ninth of the amount of the dividend received. Such an individual will be subject toincome tax on the aggregate of the dividend received and the related tax credit (the “Gross IASDividend”). The tax credit equates to 10 per cent. of the Gross IAS Dividend.

An individual New Henderson Group Shareholder who is subject to income tax at a rate or ratesnot exceeding the basic rate will be liable to tax on the Gross IAS Dividend at the rate of10 per cent., so that the tax credit will satisfy the income tax liability of such New HendersonGroup Shareholder in full. Where the tax credit exceeds the New Henderson GroupShareholder’s tax liability the New Henderson Group Shareholder cannot claim repayment ofthe tax credit from HMRC.

An individual New Henderson Group Shareholder who is subject to income tax at the higherrate will be liable to income tax on the Gross IAS Dividend at the rate of 32.5 per cent. to theextent that such sum, when treated as the top slice of that New Henderson Group Shareholder’sincome, falls above the threshold for higher rate income tax and below the threshold foradditional rate income tax. After taking into account the tax credit, a higher rate taxpayer willtherefore be liable to additional income tax of 22.5 per cent. of the Gross IAS Dividend to theextent that the Gross IAS Dividend falls above the threshold for higher rate income tax andbelow the threshold for additional rate income tax. So, for example, a cash dividend of £180will represent a Gross IAS Dividend of £200 (after addition of the tax credit of £20) and,assuming the entire Gross IAS Dividend falls above the threshold for higher rate income taxand below the threshold for additional rate income tax, the New Henderson Group Shareholderwould be required to account for income tax of £45, being 32.5 per cent. of £200 (namely £65)less the tax credit of £20. The effective rate of taxation for such a New Henderson GroupShareholder is therefore 25 per cent. of the net dividend actually received.

With effect from 6 April 2010, a new rate of income tax called the “additional rate”, currently50 per cent., applies for taxable non-savings and savings income in excess of £150,000. If and

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to the extent that the Gross IAS Dividend received by an individual New Henderson GroupShareholder, when treated as the top slice of his income, falls above the threshold for theadditional rate, that individual will be subject to tax on the Gross IAS Dividend at the new“dividend additional rate”, currently 42.5 per cent. In the same way as in relation to a NewHenderson Group Shareholder who is subject to income tax at the higher rate, the tax creditwill be set off against part of his liability. This will have the effect that the New HendersonGroup Shareholder will have to account for tax equal to 32.5 per cent. of the Gross IASDividend to the extent that the Gross IAS Dividend falls above the threshold for the additionalrate. So, for example, a cash dividend of £180 will represent a Gross IAS Dividend of£200 (after addition of the tax credit of £20) and, assuming the entire Gross IAS Dividend fallsabove the threshold for additional rate income tax, the New Henderson Group Shareholderwould be required to account for income tax of £65, being 42.5 per cent. of £200 (namely£85) less the tax credit of £20. The effective rate of taxation for such a New Henderson GroupShareholder is therefore approximately 36.1 per cent. of the net dividend actually received.

(c) Corporate New Henderson Group Shareholders

New Henderson Group Shareholders within the charge to UK corporation tax which are “smallcompanies” (for the purposes of UK taxation of dividends) will not generally be subject toUK corporation tax on dividends paid under the IAS Plan.

Other New Henderson Group Shareholders within the charge to UK corporation tax will not besubject to UK corporation tax on dividends received under the IAS Plan so long as thedividends fall within an exempt class and certain conditions are met. Although it is likely thatdividends paid under the IAS Plan would qualify for exemption from corporation tax, it shouldbe noted that the exemption is not comprehensive and is also subject to anti-avoidance rules.New Henderson Group Shareholders within the charge to corporation tax should consult theirown professional advisers.

(d) No payment of tax credit

UK tax-resident New Henderson Group Shareholders who are not liable to UK tax ondividends, including pension funds and charities, are not entitled to claim repayment of the taxcredit.

2.4 Taxation of Dividends paid by Henderson Group on the New Henderson Group Shares

(a) Individual New Henderson Group Shareholders

An individual New Henderson Group Shareholder who is resident for tax purposes in theUK and who receives a dividend from Henderson Group on the New Henderson Group Shareswill generally be entitled to a tax credit equal to one-ninth of the amount of the dividend paidby Henderson Group (before deduction of Republic of Ireland tax withheld (if any)). Such anindividual will be subject to income tax on the aggregate of the dividend before deduction ofRepublic of Ireland tax withheld (if any) and the related tax credit (the “Gross Dividend”). Thetax credit equates to 10 per cent. of the Gross Dividend.

An individual New Henderson Group Shareholder who is subject to income tax at a rate or ratesnot exceeding the basic rate will be liable to tax on the Gross Dividend at the rate of 10 percent., so that the tax credit will satisfy the income tax liability of such New Henderson GroupShareholder in full. Where the tax credit exceeds the New Henderson Group Shareholder’s taxliability the New Henderson Group Shareholder cannot claim repayment of the tax credit fromHMRC.

An individual New Henderson Group Shareholder who is subject to income tax at the higherrate will be liable to income tax on the Gross Dividend at the rate of 32.5 per cent. to the extentthat such sum, when treated as the top slice of that New Henderson Group Shareholder’sincome, falls above the threshold for higher rate income tax and below the threshold foradditional rate income tax. After taking into account the tax credit, a higher rate taxpayer will

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therefore be liable to additional income tax of 22.5 per cent. of the Gross Dividend to the extentthat the Gross Dividend falls above the threshold for higher rate income tax and below thethreshold for additional rate income tax. So, for example, a cash dividend of £180 willrepresent a Gross Dividend of £200 (after addition of the tax credit of £20) and, assuming theentire Gross Dividend falls above the threshold for higher rate income tax and below thethreshold for additional rate income tax, the New Henderson Group Shareholder would berequired to account for income tax of £45, being 32.5 per cent. of £200 (namely £65) less thetax credit of £20. The effective rate of taxation for such a New Henderson Group Shareholderis therefore 25 per cent. of the net dividend actually received.

With effect from 6 April 2010, a new rate of income tax called the “additional rate”, currently50 per cent., applies for taxable non-savings and savings income in excess of £150,000. If andto the extent that the Gross Dividend received by an individual New Henderson GroupShareholder, when treated as the top slice of his income, falls above the threshold for theadditional rate, that individual will be subject to tax on the Gross Dividend at the new “dividendadditional rate”, currently 42.5 per cent. In the same way as in relation to a New HendersonGroup Shareholder who is subject to income tax at the higher rate, the 10 per cent. tax creditwill be set off against part of his liability. This will have the effect that the New HendersonGroup Shareholder will have to account for tax equal to 32.5 per cent. of the Gross Dividendto the extent that the Gross Dividend falls above the threshold for the additional rate. So, forexample, a cash dividend of £180 will represent a Gross Dividend of £200 (after addition ofthe tax credit of £20) and, assuming the entire Gross Dividend falls above the threshold foradditional rate income tax, the New Henderson Group Shareholder would be required toaccount for income tax of £65, being 42.5 per cent. of £200 (namely £85) less the tax credit of£20. The effective rate of taxation for such a New Henderson Group Shareholder is thereforeapproximately 36.1 per cent. of the net dividend actually received.

(b) Corporate New Henderson Group Shareholders

New Henderson Group Shareholders within the charge to UK corporation tax which are “smallcompanies” (for the purposes of UK taxation of dividends) will not generally be subject toUK corporation tax on dividends paid by Henderson Group on the New Henderson Group Shares.

Other New Henderson Group Shareholders within the charge to UK corporation tax will not besubject to UK corporation tax on dividends paid by Henderson Group on the New HendersonGroup Shares so long as the dividends fall within an exempt class and certain conditions aremet. Although it is likely that dividends paid by Henderson Group on the New HendersonGroup Shares would qualify for exemption from corporation tax, it should be noted that theexemption is not comprehensive and is also subject to anti-avoidance rules. New HendersonGroup Shareholders within the charge to corporation tax should consult their own professionaladvisers.

(c) Non-payment of tax credit

UK tax-resident New Henderson Group Shareholders who are not liable to UK tax on dividends,including pension funds and charities, are not entitled to claim repayment of the tax credit.

(d) Credit for Republic of Ireland withholding tax

As noted below (please see the Republic of Ireland Taxation section of this Part IX (Taxation),in particular as to the rules regarding ultimate control of corporate shareholders), no Republicof Ireland dividend withholding tax should generally be withheld from dividends paid toUK tax-resident New Henderson Group Shareholders if the appropriate declaration has beenmade to Henderson Group prior to payment of the dividend. If any Republic of Ireland tax iswithheld from such dividends and the relevant New Henderson Group Shareholder has no rightto recover it from the Republic of Ireland tax authorities, HMRC will generally give credit forthat tax against UK income tax or UK corporation tax payable by the New Henderson GroupShareholder in respect of the dividend.

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2.5 UK Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

(a) Transfer of Gartmore Shares and issue of New Henderson Group Shares

Gartmore Shareholders will not be liable to pay any stamp duty or SDRT in respect of thetransfer of their Gartmore Shares to Henderson Group. The issue to Gartmore Shareholders ofNew Henderson Group Shares in certificated form pursuant to the Scheme will not give rise toany liability to stamp duty or SDRT. The crediting of New Henderson Group Shares inuncertificated form to CREST accounts pursuant to the Scheme will not generally give rise toa liability to stamp duty or SDRT.

(b) Subsequent transfers of New Henderson Group Shares

In practice, there should generally be no need to pay UK stamp duty on an instrumenttransferring New Henderson Group Shares.

No UK SDRT will be payable in respect of any agreement to transfer New Henderson GroupShares (whether or not in dematerialised form through CREST) provided that the NewHenderson Group Shares are not registered and do not become registered in a register kept inthe UK by or on behalf of Henderson Group. Henderson Group has confirmed that it does notand does not intend to keep such a register in the UK.

The statements above regarding stamp duty and SDRT apply to any New Henderson GroupShareholders irrespective of their residence, summarise the current position and are intendedas a general guide only. Special rules apply to agreements made by, among others,intermediaries.

3. Republic of Ireland Taxation

3.1 General

The following paragraphs, which are intended as a general guide only and are not a substitutefor detailed tax advice, are based on current legislation and on what is understood to be currentIrish Revenue Commissioners practice as at the date of this document.

These paragraphs summarise certain limited aspects of the Republic of Ireland taxconsequences of the holding of New Henderson Group Shares.

Unless otherwise expressly stated, they apply only to persons who are not resident, ordinarilyresident or domiciled in the Republic of Ireland for tax purposes. They only apply to NewHenderson Group Shareholders who will hold their New Henderson Group Shares as aninvestment, who will be the absolute beneficial owners of those shares and of any dividends paidon them, and who have not (and are not deemed to have) acquired those shares by virtue of anoffice or employment (whether current, historical or prospective).

Shareholders who are in any doubt about their taxation position are strongly recommended toconsult their own professional advisers.

3.2 Taxation of Dividends paid under the IAS Plan

All New Henderson Group Shareholders will be deemed to make an election to participate in the IASPlan unless they lodge with Henderson Group an election not to participate in the IAS Plan. Furtherinformation regarding the IAS Plan is set out at paragraph 13 of Part X (Additional Information) ofthis document.

If a New Henderson Group Shareholder receives a dividend under the IAS Plan, that New HendersonGroup Shareholder will be receiving a dividend from a company which is resident for tax purposes inthe UK.

Liability to tax on dividends will depend upon the individual circumstances of the relevant NewHenderson Group Shareholder.

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3.3 Taxation of Dividends paid by Henderson Group on the New Henderson Group Shares

(a) General

Distributions made on the New Henderson Group Shares will generally be subject to Republicof Ireland dividend withholding tax (“DWT”) at the standard rate of income tax (currently20 per cent.) unless the New Henderson Group Shareholder is within one of the categories ofexempt New Henderson Group Shareholders referred to below. For DWT purposes, a dividendincludes any distribution made by Henderson Group to New Henderson Group Shareholders,including cash dividends, non-cash and additional shares taken in lieu of a cash dividend.Certain New Henderson Group Shareholders who are not residents of the Republic of Ireland(both individual and corporate) are entitled to an exemption from DWT.

DWT is not payable where an exemption applies provided that Henderson Group has receivedall necessary documentation required by the relevant legislation from the New HendersonGroup Shareholder prior to payment of the dividend.

Non-Republic of Ireland resident New Henderson Group Shareholders are, unless entitled toexemption from DWT, liable to Republic of Ireland income tax on dividends received on theNew Henderson Group Shares. However, the DWT deducted by Henderson Group dischargessuch liability to Republic of Ireland income tax. Where a non-resident New Henderson GroupShareholder is entitled to exemption from DWT, then no Republic of Ireland income tax arisesand, where Henderson Group has deducted DWT, a claim may be made for a refund of the DWT.

(b) Individual New Henderson Group Shareholders

Exemption from Irish DWT is available where the payee is beneficially entitled to the dividendand is an individual who (i) is neither resident nor ordinarily resident in Ireland, (ii) is, underthe laws of an EU Member State (other than Ireland) or a country with which Ireland has signeda double tax treaty (a “Relevant Territory”), tax resident in that Relevant Territory and(iii) makes the appropriate declaration.

(c) Corporate New Henderson Group Shareholders

Certain corporate New Henderson Group Shareholders are entitled to an exemption from Irishdividend withholding tax. In particular, a New Henderson Group Shareholder who isbeneficially entitled to the dividend and is:

(1) a company which is tax resident in Ireland; or

(2) a company which (i) is not tax resident in Ireland, (ii) is, under the laws of a RelevantTerritory (as defined above), tax resident in that Relevant Territory and (iii) is not underthe direct or indirect control of Irish residents; or

(3) a company which (i) is not tax resident in Ireland and (ii) is under the direct or indirectcontrol of a person or persons who are, under the laws of a Relevant Territory, taxresident in that Relevant Territory, and who are not under the direct or indirect controlof persons who are not so resident; or

(4) a company which (i) is not tax resident in Ireland and (ii) the principal class of whoseshares (or those of its parent, where it is a 75 per cent. subsidiary of another company,or of each of the two or more companies which wholly own it) is substantially andregularly traded on one or more recognised stock exchanges in Ireland or a RelevantTerritory (or other approved stock exchange),

will not be subject to Irish dividend withholding tax on dividends received on the NewHenderson Group Shares provided that, in all cases noted above, the New Henderson GroupShareholder has made the appropriate declaration to Henderson Group prior to the payment ofthe dividend.

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3.4 Republic of Ireland Stamp Duty

(a) Transfer of Gartmore Shares and issue of New Henderson Group Shares

Gartmore Shareholders will not be liable to pay any Republic of Ireland stamp duty in respectof the transfer of their Gartmore Shares to Henderson. The issue of New Henderson GroupShares in certificated form pursuant to the Scheme will not give rise to any liability to Republicof Ireland stamp duty. The crediting of New Henderson Group Shares in uncertificated form toCREST accounts pursuant to the Scheme will not give rise to a liability to Republic of Irelandstamp duty.

(b) Subsequent transfers of New Henderson Group Shares

Republic of Ireland stamp duty will not arise on transactions in New Henderson Group Sharesprovided that such transactions do not relate to land (or other immovable property or any rightsover or interest in such property) in the Republic of Ireland or to the stocks or securities of aRepublic of Ireland registered company.

The statements above regarding Republic of Ireland stamp duty summarise the current positionon stamp duty and are intended as a general guide only. They assume that the New HendersonGroup Shares will not be registered in a register kept in Ireland by or on behalf of HendersonGroup. Henderson Group has confirmed that it does not and does not intend to keep such aregister in Ireland.

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PART X

ADDITIONAL INFORMATION

1. Responsibility

1.1 Gartmore and the Gartmore Directors, whose names appear at paragraph 2.1 below, acceptresponsibility for the information contained in this document, other than:

(a) the information relating to the Henderson Group Directors and their spouses, children, siblingsor parents (“close relatives”) and any trusts of which such persons or their close relatives area settlor, beneficiary or a trustee of the trust (“related trusts”), or any company of which suchperson or their close relatives or related trust, controls or in respect of which they exerciseone-third or more of the voting rights;

(b) the information relating to any of the persons who have irrevocably committed themselves tovote in favour of the Scheme (or accept the Takeover Offer);

(c) the information relating to Henderson Group and its subsidiary undertakings, and anyconnected persons and any persons acting in concert with any of them; and

(d) the Unaudited Pro Forma Statement of Net Assets for the Combined Group set out in Part VI(Unaudited Pro Forma Statement of Net Assets for the Combined Group) of this document.

To the best of the knowledge and belief of the Gartmore Directors (who have taken all reasonable careto ensure that such is the case), the information contained in this document for which they acceptresponsibility is in accordance with the facts and does not omit anything likely to affect the import ofsuch information. The Gartmore Directors accept responsibility accordingly.

1.2 The Henderson Group Directors whose names are set out in paragraph 2.2 below, accept responsibilityfor the Henderson Group Information. To the best of the knowledge and belief of the HendersonGroup Directors (who have taken all reasonable care to ensure that such is the case), the HendersonGroup Information contained in this document for which they are responsible is in accordance withthe facts and does not omit anything likely to affect the import of such information. The HendersonGroup Directors accept responsibility accordingly.

2. Directors

2.1 The Gartmore Directors and their respective functions are as follows:

Name Function

Andrew Skirton Non-Executive ChairmanJeffrey Meyer Chief Executive OfficerKeith Starling Chief Financial OfficerDavid Barclay Senior Independent Non-Executive DirectorRobert Kyprianou Independent Non-Executive DirectorDavid Lindsell Independent Non-Executive DirectorPatrick Healy Non-Executive DirectorBlake Kleinman Non-Executive Director

Gartmore is an exempted limited company incorporated in the Cayman Islands under the CaymanCompanies Law with registered number 184399. The registered office of Gartmore is Walker House,87 Mary Street, George Town, Grand Cayman, KY1-90002, Cayman Islands.

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2.2 The Henderson Group Directors and their respective functions are as follows:

Name Function

Rupert Pennant-Rea Non-Executive ChairmanAndrew Formica Chief ExecutiveShirley Garrood Chief Financial OfficerGerald Aherne Independent Non-Executive DirectorDuncan Ferguson Independent Non-Executive DirectorTim How Senior Independent Non-Executive DirectorRobert Jeens Independent Non-Executive Director

3. Henderson Group

3.1 Incorporation and share capital

Henderson Group was incorporated and registered in Jersey on 5 August 2008 under JerseyCompanies Law as a private company limited by shares under the name IGH Limited with registerednumber 101484. Its name was changed to Henderson Group plc and it was re-registered as a publiccompany on 22 August 2008 pursuant to special resolutions passed on 19 August 2008.

The principal legislation under which Henderson Group operates and pursuant to which the NewHenderson Group Shares will be created is Jersey Companies Law and subordinated legislation madeunder Jersey Companies Law.

On 31 October 2008, the corporate structure of the Henderson Group group of companies changed bymeans of a scheme of arrangement pursuant to sections 895 to 899 of the UK Companies Act 2006which became effective on 31 October 2008, at which point Henderson Group became the holdingcompany of the Henderson Group group of companies.

On incorporation, the authorised share capital of Henderson Group was £10,000 divided into 80,000Henderson Group Shares of 12.5 pence each. Of such shares, two were subscribed by the subscribersto the memorandum of association of Henderson Group, Christopher Bennett and Guy Coltman, andwere paid up in full by those subscribers and redeemed shortly after the scheme of arrangementbecame effective.

On 27 August 2008, the authorised share capital of Henderson Group was increased to £243,738,847,consisting of 1,949,910,776 Henderson Group Shares of 12.5 pence each by the creation of1,949,830,776 Henderson Group Shares of 12.5 pence each.

3.2 Registered Office

The registered office of Henderson Group is at 47 Esplanade, St. Helier, Jersey, JE1 0BD and itstelephone number is +44 (0) 1534 835600. The principal office of Henderson Group is at FlemingCourt, Fleming Place, Dublin 4, Republic of Ireland. Henderson Group is incorporated in Jersey andtax resident in the Republic of Ireland.

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4. Interests in Gartmore Shares

4.1 Interests of Gartmore Directors in relevant securities of Gartmore

As at the last day of the Disclosure Period, the interests of the Gartmore Directors and their immediatefamilies, related trusts and connected persons, all of which are beneficial unless otherwise stated, inrelevant securities of Gartmore were as follows:

Percentage of issued Number of share capitalName Gartmore Shares of Gartmore

Andrew Skirton 619,672 0.17Jeffrey Meyer 6,983,104 1.92Keith Starling 2,887,139 0.79David Barclay 22,727 <0.01Robert Kyprianou 0 0David Lindsell 47,852 0.01Patrick Healy(1) 0 0Blake Kleinman(1) 0 0 ––––––––––– –––––––––––Total 10,560,494 2.90 ––––––––––– –––––––––––(1) Patrick Healy and Blake Kleinman are employees of Hellman & Friedman and have interests in a partnership structure

which has an interest in the shareholding of Gartmore ultimately controlled by Hellman & Friedman Gartmore (CaymanCorporate) Ltd.

4.2 Interests of persons acting in concert with Gartmore in relevant securities of Gartmore

As at the last day of the Disclosure Period, the following persons acting in concert with Gartmore(other than the Gartmore Directors, their close relatives and related trusts) had the following interestsin relevant securities of Gartmore:

Percentage of existing issued share Number of capital of Name Gartmore Shares Gartmore

Hellman & Friedman Acquisition I Limited 65,433,875 17.98Hellman & Friedman Acquisition II Limited 9,304,990 2.56Goldman Sachs & Co 758,611 (borrow) 0.21

4.3 Interests of Henderson Group in relevant securities of Gartmore

As at the last day of the Disclosure Period, Henderson Group did not have an interest in relevantsecurities of Gartmore.

4.4 Interests of Henderson Group Directors in relevant securities of Gartmore

As at the last day of the Disclosure Period, none of the Henderson Group Directors nor theirimmediate families, related trusts and connected persons, had any interests in relevant securities ofGartmore.

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4.5 Interests of persons acting in concert with Henderson Group in relevant securities of Gartmore

As at the last day of the Disclosure Period, the following persons acting in concert with HendersonGroup (other than the Henderson Group Directors, their close relatives and related trusts) had thefollowing interests in relevant securities of Gartmore:

Percentage of Number of existing issued Gartmore share capitalName Shares of Gartmore

UBS Limited 169,000 (long) 0.05

5. Dealings in Gartmore Shares

5.1 Dealings in relevant securities of Gartmore by the Gartmore Directors

Dealings in Gartmore Shares (excluding the exercise of options) during the Disclosure Period by theGartmore Directors, their immediate families, related trusts and (so far as the Gartmore Directors areaware having made due and careful enquiry) any other person whose interests in Gartmore Shares aGartmore Director is taken to be interested in were as follows:

Number of GartmoreName Date Nature of Transaction Shares Price

Jeffrey Meyer 19 November 2010 3,000,000 £0.00

Keith Starling 19 November 2010 1,750,000 £0.00

5.2 Dealings in relevant securities of Gartmore by persons acting in concert with Gartmore

Details of dealings in Gartmore Shares by persons acting in concert with Gartmore (other than theGartmore Directors, their close relatives and related trusts) which have taken place during theDisclosure Period are available for inspection at the places and times indicated in paragraph 18 of thisPart X (Additional Information).

5.3 Dealings in relevant securities of Gartmore by Henderson Group

There have been no dealings in Gartmore Shares by Henderson Group during the Disclosure Period.

5.4 Dealings in relevant securities of Gartmore by Henderson Group Directors

There have been no dealings in Gartmore Shares by Henderson Group Directors nor their immediatefamilies, related trusts and connected persons, during the Disclosure Period.

5.5 Dealings in relevant securities of Gartmore by persons acting in concert with Henderson Group

Details of dealings in Gartmore Shares by persons acting in concert with Henderson Group (other thanthe Henderson Group Directors, their close relatives and related trusts) which have taken place duringthe Disclosure Period are available for inspection at the places and times indicated in paragraph 18 ofthis Part X (Additional Information).

6. Interests in Henderson Group Shares

6.1 Interests of Gartmore in relevant securities of Henderson Group

As at the last day of the Disclosure Period, Gartmore did not have an interest in relevant securities ofHenderson Group.

Award of nil priced restrictedshares under the GartmoreOmnibus Incentive Plan

Award of nil priced restrictedshares under the GartmoreOmnibus Incentive Plan

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6.2 Interests of Gartmore Directors in relevant securities of Henderson Group

As at the last day of the Disclosure Period, none of the Gartmore Directors nor their immediatefamilies, related trusts and connected persons, had any interests in relevant securities of HendersonGroup.

6.3 Interests of persons acting in concert with Gartmore in relevant securities of Henderson Group

As at the last day of the Disclosure Period, no persons acting in concert with Gartmore (other than theGartmore Directors, their close relatives and related trusts) had any interests in relevant securities ofHenderson Group.

6.4 Interests of Henderson Group Directors in relevant securities of Henderson Group

As at the last day of the Disclosure Period, the interests of the Henderson Group Directors and theirimmediate families, related trusts and connected persons, all of which are beneficial unless otherwisestated, in relevant securities of Henderson Group were as follows:

Percentage of Number of existing issued Henderson share capital ofName Group Shares Henderson Group

Rupert Pennant-Rea 51,333 0.01Andrew Formica 3,498,822 0.42Shirley Garrood 1,004,235 0.12Gerald Aherne 9,571 0.00Duncan Ferguson 13,688 0.00Tim How 5,898 0.00Robert Jeens 5,845 0.00 –––––––––– ––––––––––Total 4,589,392 0.55 –––––––––– ––––––––––The interests of the Henderson Group Directors in share awards under various share schemes ofHenderson Group as at 24 February 2011, being the latest practicable date prior to the publication ofthis document, are as follows:

Maximum Employee Long-term Share IncentiveName of Buy As You Company Deferred Ownership Restricted PlanDirector Save As You Earn Plan Share Equity Plan Plan Share Plan (“LTIP”) Earn Plan (“BAYE Plan”) Option Plan (“DEP”) (“ESOP”) (“RSP”) award

Andrew Formica 15,721 40,235 0 296,153 55,384 2,456,138 3,425,000Shirley Garrood 15,721 40,235 41,000 152,917 55,384 0 1,500,000

6.5 Interests of persons acting in concert with Henderson Group in relevant securities of HendersonGroup

As at the last day of the Disclosure Period, the following persons acting in concert with HendersonGroup (other than the Henderson Group Directors, their close relatives and related trusts) had thefollowing interests in relevant securities of Henderson Group:

Percentage of existing issued Number of share capital Henderson of HendersonName Group Shares Group

UBS Limited 2,038,751 (long) 0.24UBS Limited 37,800 (short) 0.01

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7. Dealings in Henderson Group Shares

7.1 Dealings in relevant securities of Henderson Group by Gartmore

There have been no dealings in Henderson Group Shares by Gartmore during the Disclosure Period.

7.2 Dealings in relevant securities of Henderson Group by Gartmore Directors

There have been no dealings in Henderson Group Shares by Gartmore Directors nor their immediatefamilies, related trusts and connected persons during the Disclosure Period.

7.3 Dealings in relevant securities of Henderson Group by persons acting in concert with Gartmore

Details of dealings in Henderson Group Shares by persons acting in concert with Gartmore (other thanthe Gartmore Directors, their close relatives and related trusts) which have taken place during theDisclosure Period are available for inspection at the places and times indicated in paragraph 18 of thisPart X (Additional Information).

7.4 Dealings in relevant securities of Henderson Group by Henderson Group Directors

Dealings in Henderson Group Shares during the Disclosure Period by the Henderson Group Directors,their immediate families, related trusts and (so far as the Henderson Group Directors are aware havingmade due and careful enquiry) any other person whose interests in Henderson Group Shares aHenderson Group Director is taken to be interested were as follows: Number of Henderson PriceName Date Nature of Transaction Group Shares (pence)

29 June 2010 8,262 122.97

Andrew Formica 30 November 2009 126.49

4 January 2010 126.09

1 February 2010 122.99

1 March 2010 125.40

2 March 2010 1,096,000 Nil

3 March 2010 175,000 Nil

449,360 126.4391

71,750 124.1922

1 April 2010 140.70

30 April 2010 148.50

Rupert Pennant-Rea

Award in lieu of a portion ofannual Non-Executive Director’sfees

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

98 partnership and 196 matching shares

100 partnership and 200 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

101 partnership and 202 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

100 partnership and 200 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

1,096,000 RSP shares vested and132,069 lapsed

Vesting of performance sharesunder the 2007 LTIP

Shares disposed on market tofund UK tax and NI costs

1 March 2010 to3 March 2010

Shares disposed on market tofund UK tax and NI costs

1 March 2010 to3 March 2010

89 partnership and 178 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

84 partnership and 168 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

138.30 forpartnership,

137.70 on28 May

and 132.70on 1 June

90 partnership and180 matching shares and

354 dividend shares28 May and 763 dividend

shares 1 June

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan &dividend shares

28 May 2010 and1 June 2010

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Number of Henderson PriceName Date Nature of Transaction Group Shares (pence)

1 June 2010 138,977 Nil

1 June 2010 36,834 131.215

21 June 2010 1,250,000

21 June 2010

30 June 2010 121.40

30 July 2010 131.998

31 August 2010 123.87

1 September 2010 n/a

30 September 2010 124.29

29 October 2010 130.00

30 November 2010 120.35

30 December 2010 136.64

31 January 2011 152.54

Shirley Garrood 30 November 2009 126.49

4 January 2010 126.09

1 February 2010 122.99

1 March 2010 125.40

2 March 2010 66,081 Nil cost

3 March 2010 175,000 Nil cost

27,094 126.5774

ESOP Shares vested

Shares disposed on market tofund UK tax and NI costs

Nil costoptions

LTIP award of nil cost optionscapable of vesting in March 2013

132.52pence/

A$2.2479

Sale of 852,033 Ordinaryshares and acquisition of

852,033 CDIs

On market sale of 852,033ordinary shares and subsequentpurchase of 852,033 CDIs*

103 partnership and 206 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

95 partnership and 190 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

101 partnership and 202 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

All shares held in planLTIP shares converted fromperformance shares to nil costoptions

100 partnership and 200 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

97 partnership and 194 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

103 partnership and 206 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

92 partnership and 184 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

82 partnership and 164 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

98 partnership and 196 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

100 partnership and 200 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

101 partnership and 202 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

100 partnership and 200 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

Vesting of shares under the DEP

Vesting of performance sharesunder the 2007 LTIP

Andrew Formica(continued)

Shares disposed on market tofund UK tax and NI costs

2 and 3 March2010

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Number of Henderson PriceName Date Nature of Transaction Group Shares (pence)

71,750 124.1922

31 March 2010 Vesting of shares under DEP 37,534 Nil Cost

1 April 2010 140.70

30 April 2010 148.50

1 June 2010 Shares vested under ESOP 98,547 Nil cost

1 June 2010 50,259 131.215

21 June 2010 500,000

30 June 2010 121.40

30 July 2010 131.998

31 August 2010 123.87

1 September 2010 n/a

30 September 2010 124.29

29 October 2010 130.00

30 November 2010 120.35

30 December 2010 136.64

31 January 2011 152.54

Gerald Aherne 29 June 2010 4,980 122.97

Duncan Ferguson 29 June 2010 2,551 122.97

Tim How 29 June 2010 2,307 122.97

89 partnership and 178 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

84 partnership and 168 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

138.30 forpartnership,

137.70 on28 May

and 132.70on 1 June

90 partnership and180 matching shares and

354 dividend shares28 May and 763 dividend

shares 1 June

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan &dividend shares

28 May 2010 and1 June 2010

Shares disposed on market tofund UK tax and NI costs

Nil costoptions

LTIP award of nil cost optionscapable of vesting in March 2013

103 partnership and 206 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

95 partnership and 190 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

101 partnership and 202 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

All awards held in planLTIP awards converted fromperformance shares to nil costoptions

100 partnership and 200 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

97 partnership and 194 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

103 partnership and 206 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

92 partnership and 184 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

82 partnership and 164 matching shares

Monthly purchase of partnershipshares and award of matchingshares under the BAYE plan

Award in lieu of a portion ofannual Non-Executive Director’sfees

Award in lieu of a portion ofannual Non-Executive Director’sfees

Shares disposed on market tofund UK tax and NI costs

2 and 3 March2010

Shirley Garrood(continued)

Award in lieu of a portion ofannual Non-Executive Director’sfees

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Number of Henderson PriceName Date Nature of Transaction Group Shares (pence)

Robert Jeens 29 June 2010 4,981 122.97

* CDI = Henderson Group CHESS Depositary Interest.

7.5 Dealings in relevant securities of Henderson Group by persons acting in concert with HendersonGroup

Details of dealings in Henderson Group Shares by persons acting in concert with Henderson Group(other than the Henderson Group Directors, their close relatives and related trusts) which have takenplace during the Disclosure Period are available for inspection at the places and times indicated inparagraph 18 of this Part X (Additional Information).

8. Irrevocable undertakings

8.1 Gartmore Directors

The following Gartmore Directors who are Gartmore Shareholders or have an interest in GartmoreShares have given irrevocable undertakings to vote in favour of the Scheme:

Number of Percentage of Gartmore issued capital Name Shares of Gartmore

1 Jeffrey Meyer 6,983,104 1.922 Keith Starling 2,887,139 0.793 Andrew Skirton 619,672 0.174 David Lindsell 47,852 0.015 David Barclay 22,727 <0.01 –––––––––– –––––––––– Total 10,560,494 2.90 –––––––––– ––––––––––Notes:

These undertakings will continue to be binding even if a Competing Proposal is made which exceeds the value of theAcquisition and even if such higher Competing Proposal is recommended for acceptance by the Gartmore Directors. However,these undertakings shall cease to be binding if the Scheme or Takeover Offer lapses or is withdrawn or if the ImplementationAgreement is terminated in accordance with its terms.

8.2 Gartmore Shareholders

The following Gartmore Shareholders have given irrevocable undertakings to vote in favour of theScheme:

Number of Percentage of Gartmore issued capital Name Shares of Gartmore

1 Hellman & Friedman Acquisition I Limited(1) 65,433,875 17.982 Hellman & Friedman Acquisition II Limited(1) 9,304,990 2.563 Roger Guy(1) 16,912,302 4.654 Henderson Global Investors(2) 44,044,696(3) 12.105 Lansdowne Partners(2) 8,532,246 2.346 Barclays Wealth Trustees (Guernsey) Limited(1)(4) 3,008,862 0.83 –––––––––– –––––––––– Total 147,236,971 40.46 –––––––––– ––––––––––

Notes:

(1) These undertakings will continue to be binding even if a Competing Proposal is made which exceeds the value of theAcquisition and even if such higher Competing Proposal is recommended for acceptance by the Gartmore Directors.However, these undertakings shall cease to be binding if the Scheme or Takeover Offer lapses or is withdrawn or if theImplementation Agreement is terminated in accordance with its terms.

(2) These undertakings will continue to be binding if there is a Competing Proposal unless such Competing Proposalrepresents an improvement of not less than ten per cent. on the price per Gartmore Share under the Acquisition andHenderson Group does not match that Competing Proposal within seven days of the announcement of the Competing

Award in lieu of a portion ofannual Non-Executive Director’sfees

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Proposal. In addition, these undertakings shall cease to be binding if the Scheme or Takeover Offer lapses or iswithdrawn or if the Implementation Agreement is terminated in accordance with its terms.

(3) Henderson Global Investors’ holding comprises interests in 2,841,185 (0.78 per cent.) Gartmore Shares held throughcontracts for difference and beneficial interests in 41,203,511 (11.32 per cent.) Gartmore Shares.

(4) This undertaking is over unallocated shares held as trustee for the Gartmore Omnibus Incentive Plan and the number ofshares will therefore fluctuate as Gartmore Shares cease to be or become unallocated. The number of Gartmore Sharesstipulated in the table reflects the number of unallocated shares held by Barclays Wealth Trustees (Guernsey) Limited asat 24 February 2011, being the latest practicable date prior to the date of this document.

8.3 Gartmore Employees

The following Gartmore employees who are Gartmore Shareholders or have an interest in GartmoreShares have given irrevocable undertakings to agree to and to be bound by the Scheme:

Number of Percentage of Gartmore issued capital Name Shares of Gartmore

1 John Bennett 11,582,939 3.182 Christopher Palmer 5,842,572 1.613 John Clive Stewart 5,348,419 1.474 Neil Rogan 5,178,911 1.425 Robert Giles 4,341,143 1.196 Christopher Burvill 4,295,937 1.187 Ben Shaheen Wallace 4,210,486 1.168 Charles Edward Awdry 2,232,344 0.619 Adam James McConkey 2,078,237 0.5710 Simon John Peters 1,783,822 0.4911 Leopold Arminjon 1,463,193 0.4012 Tomas Pinto 1,463,193 0.4013 Anthony John Lanning 587,497 0.1614 Luke Christian Newman 506,948 0.1415 Simon Melluish 50,065 0.01 –––––––––– –––––––––– Total 50,965,706 14.00 –––––––––– ––––––––––Notes:

These undertakings will continue to be binding even if a Competing Proposal is made which exceeds the value of theAcquisition and even if such higher Competing Proposal is recommended for acceptance by the Gartmore Directors. However,these undertakings shall cease to be binding if the Scheme or Takeover Offer lapses or is withdrawn.

9. Interests and dealings – general

9.1 As at the last day of the Disclosure Period, save as disclosed in this document, none of HendersonGroup or its subsidiary undertakings, nor any of the Henderson Group Directors, nor any member oftheir immediate families, related trusts or (so far as the Henderson Group Directors are aware)connected persons nor any persons acting in concert with Henderson Group nor any person withwhom Henderson Group, or any person acting in concert with Henderson Group, has an arrangementin relation to any relevant securities of Gartmore or relevant securities of Henderson Group or had aninterest in or right to subscribe for any relevant securities of Gartmore or any relevant securities ofHenderson Group (whether conditional or absolute and whether in the money or otherwise), includingany short position under a derivative, any agreement to sell or any delivery obligation or right torequire another person to purchase or take delivery, nor had any of the foregoing dealt in any relevantsecurities of Gartmore or any relevant securities of Henderson Group during the Disclosure Period.

9.2 As at the last day of the Disclosure Period, neither Henderson Group nor any person acting in concertwith Henderson Group has borrowed or lent (for these purposes including any financial collateralarrangements) any relevant securities of Gartmore or any relevant securities of Henderson Group(save for any borrowed shares which have either been on-lent or sold).

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9.3 As at the last day of the Disclosure Period, save as disclosed in this document, there were noarrangements between Henderson Group or any person acting in concert with Henderson Group, andany other person in relation to dealings in any relevant securities of Gartmore or any relevantsecurities of Henderson Group.

9.4 As at the last day of the Disclosure Period, save as disclosed in this document, no member of theGartmore Group, nor any of the Gartmore Directors, nor any member of their immediate families,related trusts or (so far as the Gartmore Directors are aware) connected persons had an interest in or rightto subscribe for relevant securities of Gartmore or any relevant securities of Henderson Group (whetherconditional or absolute and whether in the money or otherwise), including any short position under aderivative, any agreement to sell or any delivery obligation or right to require another person to purchaseor take delivery of any relevant securities of Gartmore or any relevant securities of Henderson Group norhad any of the foregoing dealt in any relevant securities of Gartmore or any relevant securities ofHenderson Group from the commencement of the Offer Period until the last day of the DisclosurePeriod.

9.5 As at the last day of the Disclosure Period, save as disclosed in this document, no person acting inconcert with Gartmore and no person who has an arrangement with Gartmore, or any person actingin concert with Gartmore, had an interest in or right to subscribe for any relevant securities ofGartmore or any relevant securities of Henderson Group (whether conditional or absolute and whetherin the money or otherwise), including any short position under a derivative, any agreement to sell orany delivery obligation or right to require another person to purchase or take delivery, nor had any ofthe foregoing dealt in any relevant securities of Gartmore or any relevant securities of HendersonGroup from the commencement of the Offer Period until the last day of the Disclosure Period.

9.6 As at the last day of the Disclosure Period, neither Gartmore nor any person acting in concert withGartmore has borrowed or lent (for those purposes including any financial collateral arrangements)any relevant securities of Gartmore or any relevant securities of Henderson Group (save for anyborrowed shares which have either been on-lent or sold).

9.7 As at the last day of the Disclosure Period, save as disclosed in this document, there were noarrangements between Gartmore, or any person acting in concert with Gartmore, and any other personin relation to dealings in any relevant securities of Gartmore or any relevant securities of HendersonGroup.

9.8 Gartmore has not redeemed or purchased any Gartmore Shares or any securities convertible into,rights to subscribe for or options in respect of, or derivatives referenced to Gartmore Shares duringthe period commencing 12 months prior to the start of the Offer Period and ending on 24 February2011, being the latest practicable date prior to the publication of this document.

9.9 For the purposes of this Part X (Additional Information):

(a) “acting in concert” has the meaning set out in the City Code (as Gartmore and HendersonGroup have agreed to apply it to the Acquisition);

(b) “arrangement” includes any indemnity or option arrangements and any agreement orunderstanding, formal or informal, of whatever nature, relating to the relevant securities ofHenderson Group or to the relevant securities of Gartmore which may be an inducement to dealor refrain from dealing;

(c) “dealing” or “dealt” includes the following:

(i) any acquisition or disposal of, or agreement to acquire or dispose of any of securities;

(ii) entering into a contract (including a contract for difference) the purpose of which is tosecure a profit or avoid a loss by reference to fluctuations in the price of any securities;

(iii) the grant, acceptance, acquisition, disposal, exercise or discharge of any option (whetherfor the call, or put or both) to acquire or dispose of any securities;

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(iv) entering into, or terminating, assigning or novating any stock lending agreement inrespect of securities;

(v) using as security, or otherwise granting a charge, lien or other encumbrance oversecurities;

(vi) any transaction, including a transfer for nil consideration, or the exercise of any poweror discretion effecting a change of ownership of a beneficial interest in securities; or

(vii) any other right obligation or agreement, present or future, conditional or unconditional,to do any of the above things and “deal” has a corresponding meaning;

(d) “derivative” includes any financial product whose value, in whole or in part, is determineddirectly or indirectly by reference to the price of an underlying security;

(e) “Disclosure Period” means:

(i) in the case of Gartmore, the Gartmore Directors and any member of their immediatefamilies, related trusts and connected persons and any persons acting in concert withGartmore, the period commencing on 8 November 2010 (being the commencement ofthe Offer Period) and ending on 24 February 2011 (being the latest practicable date priorto the date of this document); and

(ii) in the case of Henderson Group, the Henderson Group Directors and any member oftheir immediate families, related trusts and connected persons and any persons acting inconcert with Henderson Group, the period commencing on 8 November 2009 (being thedate 12 months prior to the commencement of the Offer Period) and ending on24 February 2011 (being the latest practicable date prior to the date of this document);

(f) “relevant securities of Gartmore” means Gartmore Shares and securities convertible into, orrights to subscribe for, options (including traded options) in respect thereof and derivativesreferenced thereto;

(g) “relevant securities of Henderson Group” means Henderson Group Shares and securitiesconvertible into, or rights to subscribe for, options (including traded options) in respect thereofand derivatives referenced thereto;

(h) a person is treated as having an “interest in securities” if he has long economic exposure,whether absolute or conditional, to changes in the price of those securities (and a person whoonly has a short position in securities is not treated as interested in those securities). Inparticular, a person is treated as “interested” in securities if:

(i) he owns them;

(ii) he has the right (whether conditional or absolute) to exercise or direct the exercise of thevoting rights attaching to them or has general control of them;

(iii) by virtue of any agreement to purchase, option or derivative, he:

(A) has the right or option to acquire them or call for their delivery; or

(B) is under an obligation to take delivery of them,

whether the right, option or obligation is conditional or absolute and whether it is in the moneyor otherwise; or

(iv) he is a party to any derivative:

(A) whose value is determined by reference to their price; and

(B) which results, or may result, in his having a long position in them.

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9.10 In addition to the Henderson Group Directors, Henderson Group’s related companies, their directorsand related pension funds no other persons are (or are deemed to be) acting in concert with HendersonGroup for the purposes of the Acquisition other than the following persons:

Relationship with HendersonName Entity Type Registered Office Group

UBS Limited Connected Adviser

Ondra LLP Connected Adviser

The Henderson Group employee benefit trust and certain funds managed by Henderson GlobalInvestors may deal in relevant securities of Henderson Group and Gartmore. The Henderson Groupemployee benefit trust and such funds are not being treated as acting in concert with Henderson Groupand therefore their holdings of, and dealings in, such securities are not set out in this Part X(Additional Information).

9.11 In addition to the Gartmore Directors, Gartmore’s related companies, their directors and relatedpension funds, no other persons are (or are deemed to be) acting in concert with Gartmore for thepurposes of the Acquisition, other than the following persons:

RelationshipName Entity Type Registered Office with Gartmore

Connected Adviser

Associated Company

Associated Company

Barclays Wealth, the Gartmore employee benefit trust and certain funds managed by Gartmore Groupmay deal in relevant securities of Henderson Group and Gartmore. Barclays Wealth, the Gartmoreemployee benefit trust and such funds are not being treated as acting in concert with Gartmore andtherefore their holdings of, and dealings in, such securities are not set out in this Part X (AdditionalInformation).

1 Finsbury AvenueLondon EC2M 2PP

Level 23125 Old Broad StreetLondon EC2N 1AR

Peterborough Court133 Fleet StreetLondon EC2R 6DA

Private unlimitedcompany registered inEngland and Wales

Goldman SachsInternational

c/o Walkers CorporateServices Limited87 Mary StreetGeorge TownGrand Cayman KY1-9001Cayman Islands

Private limitedcompany incorporatedin the Cayman Islands

Hellman & FriedmanAcquisition I Limited

Private limitedcompany incorporatedin England and Wales

Limited liabilitypartnership registeredin England and Wales

c/o Walkers CorporateServices Limited87 Mary StreetGeorge TownGrand Cayman KY1-9001Cayman Islands

Private limitedcompany incorporatedin the Cayman Islands

Hellman & FriedmanAcquisition II Limited

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10. Market quotations

10.1 Gartmore Shares

The following table shows the Closing Prices of Gartmore Shares for the first Business Day in eachof the six months immediately prior to the date of this document, for 5 November 2010 (the BusinessDay prior to the commencement of the Offer Period) and for 25 February 2011:

Gartmore Share Closing Price (pence)

1 September 2010 120.01 October 2010 108.01 November 2010 121.85 November 2010 125.91 December 2010 97.94 January 2011 88.61 February 2011 103.225 February 2011 105.3

10.2 Henderson Group Shares

The following table shows the Closing Prices of Henderson Group Shares for the first Business Dayin each of the six months immediately prior to the date of this document, for 5 November 2010 (theBusiness Day prior to the commencement of the Offer Period) and for 25 February 2011:

Henderson Group Share Closing Price (pence)

1 September 2010 130.21 October 2010 125.41 November 2010 133.25 November 2010 137.21 December 2010 121.04 January 2011 136.01 February 2011 155.625 February 2011 161.6

11. Gartmore Directors’ service agreements

11.1 Set out below are details of the service agreements or letters of appointment of each of the GartmoreDirectors:

(a) The services of Andrew Skirton as Non-Executive Chairman are provided for under anagreement between Gartmore and Mr. Skirton dated 27 November 2009. Mr. Skirton’sappointment was effective from 27 November 2009 and is for an initial period of two years,subject to earlier termination by either party upon at least one month’s notice. The appointmentcan be renewed for a further two terms of two years at the end of the initial term if Mr. Skirtonand Gartmore agree, contingent on satisfactory performance and re-election at future annualgeneral meetings. Mr. Skirton’s appointment will also terminate automatically on him ceasingto be a Gartmore Director. The fee for Mr. Skirton’s services is set at £250,000 per annum.

(b) Jeffrey Meyer entered into a service agreement with a member of the Gartmore Group whichis subject to termination on not less than six months’ notice by either party. The agreementprovides for an annual salary of £175,000 plus a discretionary bonus. The agreement alsoprovides for life assurance cover and private healthcare benefits. Mr. Meyer is also entitled tovarious expatriate benefits including housing, schooling, cost of living allowance and taxequalisation. The agreement contains a “gardening leave” clause which entitles Gartmore torequire Mr. Meyer to remain away from work during any notice period. Gartmore and

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Mr. Meyer have also entered into a side letter dated 28 November 2009 which provide anindication of the bonus and other incentives that Gartmore and Mr. Meyer could be awardedsubject to satisfactory performance and the ultimate discretion of Gartmore’s remunerationcommittee and a side letter dated 19 November 2010 in respect of, amongst other things, agrant of equity and provisions related to termination of his employment. Mr. Meyer will beentitled to a payment of eighteen months’ salary plus £3,487,500, net of any applicable taxes,in the event of termination without cause, together with the continuation of his expatriatebenefits until the end of the relevant annual cycle or 31 December 2011 in the event of a changeof control of Gartmore.

(c) Keith Starling entered into a service agreement with a member of the Gartmore Group dated12 August 2006 which is subject to termination on not less than six months’ notice by eitherparty. The agreement provides for an annual salary of £175,000 plus a discretionary bonus. Theagreement also provides for life assurance cover and private healthcare benefits. The agreementcontains a “gardening leave” clause which entitles Gartmore to require Mr. Starling to remainaway from work during any notice period. Gartmore and Mr. Starling have also entered into aside letter dated 28 November 2009 which provides an indication of the bonus and otherincentives that Gartmore and Mr. Starling could be awarded subject to satisfactory performanceand the ultimate discretion of Gartmore’s remuneration committee and a side letter dated19 November 2010 in respect of, amongst other things, a grant of equity and provisions relatedto termination of his employment. Mr. Starling will be entitled to a payment of one year’ssalary plus £675,000 in the event of termination without cause.

(d) The services of David Barclay as a non-executive director are provided for under an agreementbetween Gartmore and Mr. Barclay dated 27 November 2009. Mr. Barclay’s appointment waseffective from 27 November 2009 and is for an initial period of two years, subject to earliertermination by either party upon at least one month’s notice. The appointment can be renewedfor a further two terms of two years at the end of the initial term if Mr. Barclay and Gartmoreagree, contingent on satisfactory performance and re-election at future annual generalmeetings. Mr. Barclay’s appointment will also terminate automatically on him ceasing to be aGartmore Director. The fee for Mr. Barclay’s services is set at £62,500 per annum.

(e) The services of Robert Kyprianou as a non-executive director are provided for under anagreement between Gartmore and Mr. Kyprianou dated 16 June 2010. Mr. Kyprianou’sappointment is for an initial period of two years, subject to earlier termination by either partyupon at least one month’s notice. The appointment can be renewed for a further two terms oftwo years at the end of the initial term if Mr. Kyprianou and Gartmore agree, contingent onsatisfactory performance and re-election at future annual general meetings. Mr. Kyprianou’sappointment will also terminate automatically on him ceasing to be a Gartmore Director. Thefee for Mr. Kyprianou’s services is set at £55,000 per annum.

(f) The services of David Lindsell as a non-executive director are provided for under an agreementbetween Gartmore and Mr. Lindsell dated 27 November 2009. Mr. Lindsell’s appointment waseffective from 27 November 2009 and is for an initial period of two years, subject to earliertermination by either party upon at least one month’s notice. The appointment can be renewedfor a further two terms of two years at the end of the initial term if Mr. Lindsell and Gartmoreagree, contingent on satisfactory performance and re-election at future annual generalmeetings. Mr. Lindsell’s appointment will also terminate automatically on him ceasing to be aGartmore Director. The fee for Mr. Lindsell’s services is set at £70,000 per annum.

(g) The services of Patrick Healy as a non-executive director are provided for under an agreementbetween Gartmore and Mr. Healy dated 27 November 2009. Mr. Healy’s appointment waseffective from 27 November 2009 and the appointment terminates automatically on his ceasingto be a Gartmore Director, including as a result of the terms of a Relationship Agreementbetween Gartmore, Hellman & Friedman Acquisition I Limited and Hellman & Friedman

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Acquisition II Limited dated 4 November 2009, which agreement also governs the terms ofMr. Healy’s notice period. The fee for Mr. Healy’s services is set at £1,000 per annum.

(h) The services of Blake Kleinman as a non-executive director are provided for under anagreement between Gartmore and Mr. Kleinman dated 27 November 2009. Mr. Kleinman’sappointment was effective from 27 November 2009 and the appointment terminatesautomatically on his ceasing to be a Gartmore Director, including as a result of the terms of aRelationship Agreement between Gartmore, Hellman & Friedman Acquisition I Limited andHellman & Friedman Acquisition II Limited dated 4 November 2009, which agreement alsogoverns the terms of Mr. Kleinman’s notice period. The fee for Mr. Kleinman’s services is setat £1,000 per annum.

11.2 Except as stated above, none of the agreements set out in sub paragraph 11.1 above has been enteredinto or amended during the six months prior to the date of this document.

11.3 Save as disclosed above, there are no other contracts of service between the directors of Gartmore andGartmore or any of its subsidiaries.

12. Material contracts

12.1 Gartmore

The following contracts, not being contracts entered into in the ordinary course of business, have beenentered into by members of the Gartmore Group since the period beginning two years before thecommencement of the Offer Period and are or may be material:

(a) Implementation Agreement

Gartmore and Henderson Group have entered into the Implementation Agreement in relationto the implementation of the Acquisition and related matters. Pursuant to the ImplementationAgreement, Gartmore and Henderson Group have agreed, amongst other things, to use allreasonable endeavours to implement the Acquisition on a timely basis and in accordance withan agreed indicative timetable.

The key terms of the Implementation Agreement, in summary, are as follows:

(i) Gartmore has agreed to implement the Acquisition by way of the Scheme (or, at theoption of Henderson Group, by way of the Takeover Offer) in accordance with theConditions and, so far as reasonably possible, the agreed timetable.

(ii) Gartmore and Henderson Group have agreed to comply (and each of them shall procurethat each of their directors and each member of their respective Groups and in the caseof Henderson Group, each person acting in concert with it in relation to Gartmore shallcomply) with the general principles and rules of the City Code in the conduct andexecution of the Acquisition as if the City Code applied in full to the Acquisition.

(iii) Gartmore has agreed to carry on its business in the ordinary course and not to undertakeany material commitment (being equal to or in excess of £5 million whether alone orwhen combined with other matters) other than in the ordinary course without HendersonGroup’s prior consent.

(iv) Gartmore has agreed that it will not solicit, initiate, enter into or participate in anydiscussions or negotiations or otherwise communicate with any person in relation to anyactual or potential Competing Proposal (other than as required by the ImplementationAgreement).

(v) Gartmore has agreed that it shall immediately notify Henderson Group of any approachthat is made or any circumstances indicating that an approach is likely to be made toGartmore in relation to any Competing Proposal and shall keep Henderson Groupinformed as to the progress of such Competing Proposal.

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(vi) Gartmore has agreed to pay Henderson Group a break fee of £3.4 million if:

(A) the Gartmore Directors (or any committee thereof) either:

(i) fail unanimously and without qualification to recommend the Acquisition;or

(ii) withdraw, qualify or adversely modify or qualify their unanimous andunqualified recommendation of (or their intention so to recommend) theAcquisition,

and in either case there is a change of control as a result of a Competing Proposalbecoming effective, becoming or being declared unconditional in all respects orbeing otherwise completed; or

(B) there is a change of control as a result of a Competing Proposal becomingeffective, becoming or being declared unconditional in all respects or beingotherwise completed; or

(C) at any time after the Scheme is approved but before the Court Order is granted,the Gartmore Directors do not proceed with the Scheme and there is a change ofcontrol as a result of a Competing Proposal becoming effective, becoming orbeing declared unconditional in all respects or being otherwise completed.

(vii) The Implementation Agreement will terminate in certain circumstances, including:

(A) as agreed in writing between Gartmore and Henderson Group at any time prior tocompletion of the Acquisition;

(B) if the Scheme lapses or terminates, unless Henderson Group has elected prior tosuch time or elects within five Business Days following such time to implementthe Acquisition by way of the Takeover Offer;

(C) if Henderson Group elects to implement the Acquisition by way of a TakeoverOffer, the Takeover Offer lapses, is withdrawn by Henderson Group or otherwiseceases to be capable of becoming or being declared wholly unconditional;

(D) upon service of a notice by Henderson Group on Gartmore if at any time prior tosatisfaction of the Conditions there is a Competing Proposal (or any otheramendment, variation or revision of such proposal) pursuant to which a bona fidethird party has acquired at least 50 per cent. of the issued share capital ofGartmore;

(E) upon service of a notice by Henderson Group on Gartmore if the recommendationof the Gartmore Directors contained in the Announcement is withdrawn, qualifiedor modified adversely at any time prior to the Court Hearing;

(F) upon service of a notice by Gartmore on Henderson Group if the directors ofHenderson Group do not recommend that Henderson Group Shareholders vote infavour of the resolution to be proposed at the Henderson Group Meeting or theirrecommendation is withdrawn, qualified or modified adversely at any time priorto the Henderson Group Meeting;

(G) upon service of a notice by Henderson Group on Gartmore if any of theConditions have become incapable of being satisfied; and/or

(H) if the Effective Date has not occurred by 31 May 2011.

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(b) Deed of Contribution

A Deed of Contribution between Gartmore JV Limited (“Gartmore JV”), a subsidiary ofGartmore, Hermes Fund Managers Limited (“Hermes”) and HG Amalgam LLP (the “LLP”)dated 9 October 2009 which was amended and restated in its entirety on 24 December 2009and further amended on 1 April 2010 pursuant to which Gartmore JV and Hermes agreed tocontribute the private equity fund of fund businesses operated by each of Gartmore JV andHermes and their respective affiliates to the LLP (such businesses being the “Gartmore JVBusiness” and the “Hermes Business” respectively). Gartmore Group’s private equity AUM(which was £1.0 billion as at 30 September 2009) was transferred to the LLP along with £1.5million for its share of the LLP’s working capital.

In addition to agreeing to contribute the Gartmore JV Business and the Hermes Business, eachparty agreed to procure the termination of management agreements with certain funds to whicheach is a party and the appointment of the LLP as investment manager/adviser (as the case maybe) to such funds under successor mandates.

Completion of the Deed of Contribution was conditional upon:

• various regulatory clearances being obtained from the FSA and the Securities ExchangeCommission and relevant competition clearances being received;

• an LLP Deed being entered into by Gartmore JV, Hermes, Hermes Secretariat Limitedand the LLP; and

• written approval of the joint venture by Oxford Partners L.P. having been obtained.

The last of these conditions was satisfied on 1 April 2010 and contribution of the GartmoreJV Business and the Hermes Business to the LLP occurred on that date (“Completion”).

Under the Deed of Contribution, Gartmore JV and Hermes have given warranties in relation tothe Gartmore JV Business and the Hermes Business respectively.

Each of Gartmore JV and Hermes continue to be responsible for discharging all debts andliabilities incurred by them prior to Completion and indemnify the LLP against all losses,liabilities, costs and expenses which the LLP may incur in connection with either GartmoreJV’s or Hermes ownership or operation of the Gartmore JV Business and the Hermes Businessrespectively or the assets which were contributed to the LLP pursuant to the Deed ofContribution, prior to Completion. This includes any tax liabilities incurred by either GartmoreJV or Hermes prior to Completion.

Claims under the Deed of Contribution are subject to certain financial and time limitations. Aswell as customary de minimis thresholds for claims, the overall cap on the aggregate liabilityof each of Gartmore JV and Hermes in respect of the Deed of Contribution and all claimsrelating thereto is limited to £5 million for Gartmore and £25 million for Hermes. Subject tocertain exceptions, each of Gartmore JV and Hermes liability for claims other than claimsrelating to tax expires two years after Completion. Claims arising in respect of any of the taxwarranties set out in the Deed of Contribution may be brought up to six years after Completion.The time limits in respect of bringing claims are subject to an additional condition thatproceedings in respect of any such claim must have been issued and validly served by eitherGartmore JV or Hermes on the other party, or by the LLP against one of them, withinsix months from the date of notification of such claim, or all and any liability of the partyagainst whom the claim has been brought shall be extinguished.

The Deed of Contribution is governed by the laws of England and Wales.

12.2 Henderson Group

The following contracts (not being contracts entered into in the ordinary course of business) haveeither (i) been entered into by Henderson Group or one of its subsidiary undertakings within the two

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years immediately preceding the date of this document and are or may be material; or (ii) been enteredinto by Henderson Group or one of its subsidiary undertakings and contain a provision under whichHenderson Group or one of its subsidiary undertakings has an obligation or entitlement which is ormay be material, in each case as at the date of this document.

(a) Henderson Group Facilities Agreement

On 12 January 2011, Henderson Group entered into a £275 million committed multicurrencyterm and revolving loan facilities agreement with HSBC Bank plc, The Royal Bank of Scotlandplc and UBS AG, London Branch (as the mandated lead arrangers and original lenders) andThe Royal Bank of Scotland plc (as the agent). Loans may be used by Henderson Group (or, ifapplicable, HGI Group Limited) to meet the Combined Group’s ongoing debt obligations andfor general corporate and working capital purposes. Any loans drawn will bear interest at avariable annual rate, based on LIBOR or, as the case may be, EURIBOR plus an applicablemargin plus mandatory costs (if any).

The obligations of Henderson Group are irrevocably and unconditionally guaranteed on a jointand several basis by HGI Group Limited, Henderson Global Investors Limited, HendersonInvestment Funds Limited and Henderson Fund Management Limited and the obligations ofHGI Group Limited are irrevocably and unconditionally guaranteed on a joint and several basisby Henderson Group, Henderson Global Investors Limited, Henderson Investment FundsLimited and Henderson Fund Management Limited. Within 30 days of the Effective Date,Gartmore will also accede to the Henderson Group Facilities Agreement as a guarantor of theobligations of Henderson Group and HGI Group Limited thereunder.

The Henderson Group Facilities Agreement includes terms customary for facilities of this type.These include representations and warranties, covenants and undertakings and events ofdefault, which Henderson Group believes are on normal commercial terms for facilities of thistype.

(b) Implementation Agreement

Henderson Group is a party to the Implementation Agreement described at paragraph 12.1(a)of this Part X (Additional Information).

13. IAS Plan

13.1 Introduction

Henderson Group has put in place an income access share plan (the “IAS Plan”) which is intendedto ensure that no tax is required to be withheld from the payment of dividends to Henderson GroupShareholders. In the absence of this, and given Henderson Group’s tax residency in the Republic ofIreland, many Henderson Group Shareholders would need to comply with certain administrativerequirements and advance certification procedures in order to ensure that Irish dividend withholdingtax was not withheld, and some Henderson Group Shareholders would not be able to receivedividends free of that tax.

The rules regarding the IAS Plan are available for inspection at the places and times indicated inparagraph 18 of this Part X (Additional Information).

As noted below, Henderson Group and IAS Issuer are entitled to suspend or terminate the IAS Planat any time.

13.2 IAS Elections and participation in the IAS Plan

Under the IAS Plan, to the extent operated, all Henderson Group Shareholders will be deemed to haveelected to be paid dividends from IAS Issuer (which is a company tax-resident in the UK), rather thanfrom Henderson Group (which is tax-resident in the Republic of Ireland).

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Henderson Group Shareholders may serve notice (or, in the case of a holder of Henderson GroupCHESS Depositary Interests, direct the Henderson Group CHESS Depositary to serve notice) at anytime electing not to participate in the IAS Plan and instead to receive dividends from HendersonGroup. If they do so, they may subsequently elect to participate in the IAS Plan by serving notice. AnyHenderson Group Election or IAS Election will remain effective unless and until a contrary electionin writing is made to Henderson Group. The forms for making a Henderson Group Election or an IASElection are available on the Henderson Group website www.henderson.com and fromComputershare Investor Services (Jersey) Limited at Queensway House, Hilgrove Street, St. Helier,Jersey, JE1 1ES.

In the case of a Henderson Group Shareholder with different designated accounts, such shareholdermay make a separate election in respect of each account for which there is a separate registeredholding. In the case of a holder of Henderson Group CHESS Depositary Interests with separateregistered holdings, such holder may direct the Henderson Group CHESS Depositary to make aseparate election in respect of each separate registered holding on the Henderson Group CHESSDepositary Interest register.

13.3 Shortfall in dividend payment, suspension and termination

To the extent that dividends paid to the IAS Trustee are insufficient to fund an amount equal to thedividend paid on the relevant Henderson Group Shares, any dividend received by the IAS Trustee willbe allocated pro rata to Henderson Group Shareholders who have elected, or are deemed to haveelected, to receive dividends under the IAS Plan and Henderson Group will pay the balance of thedividend due to those Henderson Group Shareholders by way of a dividend on the Henderson GroupShares.

Henderson Group and IAS Issuer are entitled to suspend or terminate the IAS Plan at any time, inwhich case the full Henderson Group dividend will be paid directly to all Henderson GroupShareholders (including shareholders who have made or are deemed to have made an IAS election byHenderson Group).

Any such dividend paid on the Henderson Group Shares will have an Irish source and will generallybe subject to Irish dividend withholding tax, subject to any available exemption; see Part IX (Taxation)of this document. Henderson Group will not gross up any such dividend, nor will Henderson Group,IAS Issuer or any of Henderson Group or its subsidiary undertakings compensate Henderson GroupShareholders for any tax or other adverse consequences.

14. Financing of the Acquisition and related expenses

If the Scheme becomes Effective, Henderson Group will be expected to issue to the Scheme Shareholders242,639,403 New Henderson Group Shares, representing approximately 22.5 per cent. of the enlarged sharecapital of Henderson Group.

As at 31 December 2010, Gartmore Group had gross debt and net debt of £246.5 million and £49.5 millionrespectively. As at 31 December 2010, Henderson Group had gross debt and net cash of £175.0 million and£1.6 million respectively. Henderson Group expects pre-tax integration and deal costs in relation to theAcquisition to be approximately £70 million. These costs are expected to be incurred during 2011 and willbe funded from Henderson Group’s existing resources. Henderson Group has entered into the HendersonGroup Facilities Agreement which can be used to meet the Combined Group’s debt obligations, includingany which might arise on the change of control of Gartmore, and for general corporate and working capitalpurposes. Henderson Group is considering as part of ongoing balance sheet management the refinancing ofpart of the facility under the Facilities Agreement through the debt capital markets. For further informationregarding the Henderson Group Facilities Agreement, see paragraph 12.2(a) of Part X (AdditionalInformation) of this document.

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15. Material change

Save as disclosed in this document, there has been no material change in the financial or trading position ofGartmore since 31 December 2010 (the date to which the last published consolidated financial statements ofGartmore were prepared).

Save as disclosed in this document, there has been no material change in the financial or trading position ofHenderson Group since 31 December 2010 (the date to which the last consolidated financial statements ofHenderson Group were prepared).

16. Miscellaneous

16.1 Save as disclosed in this document, no agreement, arrangement or understanding (including anycompensation arrangement) exists between Henderson Group or any person acting in concert withHenderson Group for the purposes of the Acquisition and any of the directors, or recent directors,shareholders or recent shareholders of Gartmore or any person interested or recently interested inGartmore Shares having any connection with or dependence upon or which is conditional on theoutcome of, the Acquisition.

16.2 Save as disclosed in this document, no proposal exists in connection with the Acquisition for anypayment or other benefit to be made or given by Henderson Group or any person acting in concertwith Henderson Group for the purposes of the Acquisition to any Gartmore Director as compensationfor loss of office or as consideration for, or in connection with, his retirement from office.

16.3 There is no agreement, arrangement or understanding whereby the beneficial ownership of any of theGartmore Shares acquired by Henderson Group pursuant to the Acquisition will be transferred to anyother person, save that Henderson Group reserves the right to transfer any such shares to any other ofits subsidiary undertakings.

16.4 There are no agreements or arrangements to which Henderson Group is a party which relate to thecircumstances in which it may or may not invoke or seek to invoke a condition of the Acquisition.

16.5 The emoluments of the Henderson Group Directors will not be affected by the Acquisition or anyother associated transaction.

16.6 Goldman Sachs International has given and has not withdrawn its written consent to the issue of thisdocument with the inclusion herein of the references to its name in the form and context in which itappears.

16.7 UBS has given and has not withdrawn its written consent to the issue of this document with theinclusion herein of the references to its name in the form and context in which it appears.

16.8 Ondra Partners has given and has not withdrawn its written consent to the issue of this document withthe inclusion herein of the references to its name in the form and context in which it appears.

16.9 All references to time in this document, the Form of Proxy, the Form of Direction and the Form ofElection are to London time unless the context provides otherwise.

17. Bases and sources

In this document, unless otherwise stated or the context otherwise requires, the following bases and sourceshave been used:

(a) historical Gartmore and Henderson Group share prices are sourced from the Daily Official List of theLondon Stock Exchange and represent closing middle market prices for Gartmore Shares andHenderson Group Shares on the relevant date(s). Historical Henderson Group CHESS DepositaryInterest prices represent the last sale price of a Henderson Group CHESS Depositary Interest asderived from the ASX on the relevant date(s);

(b) as at the close of business (London time) on 24 February 2011, being the latest practicable date priorto the date of this document, Gartmore had 363,940,908 ordinary shares of £0.005 each in issue; andHenderson Group had 835,835,898 ordinary shares of 12.5 pence each, including 556,594,488

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Henderson Group CHESS Depositary Interests representing ordinary shares, in issue. TheInternational Securities Identification Number for Gartmore Shares is KYG917851084, forHenderson Group Shares is JE00B3CM9527 and for Henderson Group CHESS Depositary Interestsis AU000000HGG2;

(c) the value of the existing issued share capital of Gartmore is based upon the entire issued share capitalas at 24 February 2011, being the latest practicable date prior to the date of this document, namely363,940,908 Gartmore Shares;

(d) references to a percentage of Gartmore Shares are based on the number of Gartmore Shares in issueas set out at paragraph (b);

(e) financial information on Gartmore is extracted from Gartmore’s audited consolidated financialstatements for the year ended 31 December 2010 and from Gartmore’s internal records;

(f) the percentage of the Combined Group that Gartmore Shareholders will hold upon completion of theAcquisition is calculated on the basis of:

(i) the issued ordinary share capital of Gartmore referred to in paragraph 17(b) above; and

(ii) the issued ordinary share capital of Henderson Group referred to in paragraph 17(b) above;

(g) the Gartmore Group’s AUM of £17.2 billion as at 31 December 2010 is stated without reference tonotified redemptions. Taking into account notified redemptions received by the Gartmore Group as at7 January 2011 of £0.7 billion in aggregate (comprising £0.5 billion from alternative funds (including£0.2 billion for the January 2011 dealing day), £0.1 billion from mutual funds and £0.1 billion fromsegregated mandates), the Gartmore Group’s AUM as at 31 December 2010, taking into account allnotified redemptions as at 7 January 2011, was £16.5 billion;

(h) the Gartmore Group’s estimated run-rate net revenue of approximately £163.2 million as at31 December 2010 was calculated on the date of the Announcement and is the aggregate of (i) theGartmore Group’s run-rate net management fee revenue (net of distribution costs) and (ii) theGartmore Group’s gross performance fee and transaction fee revenue; each of which is calculated onthe basis of the Gartmore Group’s AUM, taking into account all notified redemptions as at 7 January2011, of £16.5 billion as at 31 December 2010. The Gartmore Group’s net management fee revenue(net of distribution costs) is estimated to be £120 million and is calculated by multiplying the AUMfor each fund/mandate with the average net management fee rate as at 31 December 2010 net ofdistribution costs for that fund/mandate. The Gartmore Group’s run-rate gross performance feerevenue is calculated on the basis of an assumed return (net of management fees) of 7.5 per cent. onthe Gartmore Group’s hedge and absolute return funds with an absolute return benchmark andtransaction fee revenue calculated on the basis of the cost of administering UK mutual funds andincludes other income. The amounts referred to in this paragraph have not been audited, should notbe interpreted as being a forecast of the run-rate revenue or fees for this or any subsequent financialperiod, as this will depend on the actual level of redemptions (if any) and market and other valuemovements affecting the amount of AUM;

(i) the operating margin referred to in paragraph 3 of Part II (Explanatory Statement) of this documenthas been calculated by Henderson Group by deducting the expenditure base of the Gartmore Group,taking into account expected future cost synergies, from the estimated run-rate net revenue ascalculated in paragraph (h);

(j) the statement that no single fund manager would at completion of the Acquisition manage more thansix per cent. of AUM is based on the Combined Group’s AUM of £78.1 billion as at 31 December2010 and by reference to the largest of such AUM managed by any single fund manager of theCombined Group as at 31 December 2010;

(k) other information relating to the Gartmore Group has been extracted from published sources andprovided by persons duly authorised by Gartmore;

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(l) information relating to Henderson Group and its subsidiary undertakings has been provided byHenderson Group; and

(m) as at 24 February 2011 (being the latest practicable date prior to the date of this document) Gartmoredid not hold any Gartmore Shares in treasury.

18. Documents available for inspection

18.1 A copy of this document and the documents listed in paragraph 18.2 below are available free of chargeon Gartmore’s website, www.gartmore.com, until the Effective Date.

18.2 Copies of the following documents are available for inspection during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted) at the offices of Freshfields BruckhausDeringer LLP, 65 Fleet Street, London EC4Y 1HS until the Effective Date:

(a) the articles of association of Gartmore;

(b) the articles of association of Henderson Group;

(c) the audited consolidated financial statements of Gartmore for the financial years ending31 December 2008 (as contained in the Gartmore’s prospectus dated 4 December 2009) and31 December 2009 and 31 December 2010;

(d) the audited consolidated financial statements of Henderson Group for the financial yearsending 31 December 2008, 31 December 2009 and 31 December 2010;

(e) details of dealings in Gartmore Shares and Henderson Group Shares by persons acting inconcert with Gartmore (other than the Gartmore Directors, their close relatives and relatedtrusts) or acting in concert with Henderson Group (other than the Henderson Group Directors,their close relatives and related trusts) during the relevant Disclosure Period;

(f) the material contract referred to in sub-paragraphs 12.1(a) and 12.2(b);

(g) the letters of consent referred to in sub-paragraphs 16.5, 16.6 and 16.7 above;

(h) the irrevocable undertakings referred to in paragraph 8 above;

(i) this document, the Form of Proxy, the Form of Direction and the Form of Election;

(j) the rules of the Gartmore Omnibus Incentive Plan;

(k) the rules of the IAS Plan;

(l) a copy of the duly stamped order of the Court convening the Court Meeting;

(m) once published, the Henderson Group Prospectus; and

(n) once published, the Henderson Group Circular.

19. Obtaining copies of the Henderson Group Prospectus and Henderson Group Circular

Copies of the Henderson Group Prospectus (together with Henderson Group Circular), once published, willbe made available on Henderson Group’s website (www.henderson.com). Hard copies will also be madeavailable upon request by Gartmore Shareholders to the Company Secretary, Gartmore Group Limited,Gartmore House, 8 Fenchurch Place, London, EC3M 4PB, by e-mail to company.secretary@gartmore.comor by calling +44 (0) 20 7782 2000.

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PART XI

DEFINITIONS

In this document (with the exception of Part VII (The Scheme of Arrangement)), the following words andexpressions have the following meanings, unless the context requires otherwise:

“2010 Final Dividend” Henderson Group’s final dividend for the financial year 2010 of4.65 pence as announced on 23 February 2011 and which will beproposed for approval at the Henderson Group 2011 AnnualGeneral Meeting

“Acquisition” the proposed recommended acquisition by Henderson Group of theentire issued share capital of Gartmore (other than any GartmoreShares already held by Henderson Group (if any)), to be effected byway of (i) the Scheme or (ii) the Takeover Offer (as the case may be)

“Admission” the admission of the New Henderson Group Shares to listing on theOfficial List with a premium listing in accordance with the ListingRules and the admission of the New Henderson Group Shares totrading on the London Stock Exchange’s main market for listedsecurities

“Announcement” the announcement of the Acquisition dated 12 January 2011

“ASX” Australian Securities Exchange or ASX Limited (ABN98 008 624 691) as the context requires

“AUM” assets under management

“Australian Business Day” a day (other than a Saturday or a Sunday) on which banks in Sydneyare generally open for business

“Australian dollars” or “A$” the lawful currency of Australia

“Australian Scheme Shareholders” Scheme Shareholders with a registered address in Australia

“Barclays Wealth” Barclays Wealth Trustees (Guernsey) Limited

the arrangements pursuant to Deeds of Undertaking dated20 November 2009 and 3 December 2009 whereby Barclays Wealthhas agreed to act as nominee in respect of certain Gartmore Shares

“Business Day” a day (other than a Saturday or Sunday) on which banks in the Cityof London are generally open for business

Capita Registrars Limited

“Capita Share Portal” Capita Registrar’s share portal service accessible atwww.capitashareportal.com

“Cayman Companies Law” the Companies Law (2010 Revision) of the Cayman Islands, asrevised and consolidated

where a share or other security is not in uncertificated form (that is,not in CREST)

“Chairman” the Chairman of Gartmore, Andrew Skirton

“Barclays Wealth NomineeArrangements”

“Capita Registrars” or“Registrars”

“certificated” or “incertificated form”

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“City Code Expert” the expert appointed pursuant to the Implementation Agreement todetermine the application of the provisions of the City Code

“City Code” the City Code on Takeovers and Mergers, issued by the Panel

“Closing Price” the closing middle-market quotation of a Gartmore Share or aHenderson Group Share (as the context requires) as derived fromthe daily official list of the London Stock Exchange or the last saleprice of a Henderson Group CHESS Depositary Interest as derivedfrom the ASX

“Combined Group” Henderson Group and its subsidiary undertakings following thecompletion of the Acquisition

“Competing Proposal” means any offer, scheme of arrangement, merger or businesscombination, or similar transaction which is announced or enteredinto by a third party which is not acting in concert with HendersonGroup, including any revisions thereof the purpose of which is, orwould be, to enable that third party to acquire, directly or indirectly,all or a significant proportion (being 50 per cent. or more whenaggregated with the shares already held by the third party and anyperson acting in concert with that third party) of the share capital ofGartmore or all or a significant proportion (being 50 per cent. ormore) of its undertaking, assets or business or any otherarrangement or transaction between Gartmore (and/or any memberof the Gartmore Group) and any third party which is or would beinconsistent with implementation of the Acquisition

“Court” the Grand Court of the Cayman Islands and any court capable ofhearing appeals therefrom

“Conditions” the conditions to the Acquisition which are set out in Part III(Conditions) of this document

“Consideration” the consideration payable under the Scheme to the SchemeShareholders (or to the Henderson Group CHESS Depositary onbehalf of Australian Scheme Shareholders who have not elected toreceive New Henderson Group Shares) on the basis set out in thisdocument, consisting of, for each Scheme Share, 0.6667 NewHenderson Group Shares and, if the 2010 Final Dividend is paidbefore the Effective Date, a cash payment of an amount equivalentto the 2010 Final Dividend for each New Henderson Group Shareissued to Scheme Shareholders (or to the Henderson Group CHESSDepositary on behalf of Australian Scheme Shareholders who havenot elected to receive New Henderson Group Shares)

“Court Hearing” the hearing by the Court of the petition seeking the sanctioning ofthe Scheme under section 86 of the Cayman Companies Law

“Court Meeting” the meeting of the Gartmore Shareholders to be convened pursuantto an order of the Court and to be held at the offices of Gartmore(Gartmore House, 8 Fenchurch Place, London, EC3M 4PB) at9.00 a.m. (London time) on 21 March 2011 for the purposes ofconsidering and, if thought fit, approving the Scheme (with orwithout amendment), notice of which is set out in Part XII (Noticeof Court Meeting) of this document, and any adjournment of suchmeeting

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“Court Order” the order of the Court sanctioning the Scheme under section 86 ofthe Cayman Companies Law

“CREST Manual” the CREST Manual referred to in agreements entered into byEuroclear

“CREST Regulations” in respect of Gartmore Shares, the Uncertificated SecuritiesRegulations 2001 (SI 2001 No. 3755); and in respect of HendersonGroup Shares, the Companies (Uncertificated Securities) (Jersey)Order 1999

“CREST sponsor” a CREST participant admitted to CREST as a CREST sponsor

“CREST” the system for the paperless settlement of trades in securities andthe holdings of uncertificated securities operated by Euroclear inaccordance with the CREST Regulations

“Daily Official List” the daily official list of the London Stock Exchange

“Depository Interests” or “DIs” the dematerialised depository interests in respect of the GartmoreShares issued by the Gartmore Depository which representGartmore Shares on a one for one basis

“DI Holders” the holders of DIs

“Disclosed” fairly disclosed in writing by or on behalf of Gartmore to HendersonGroup or in the annual reports and accounts of Gartmore for theyear ended 31 December 2009 or publicly announced to aRegulatory Information Service by or on behalf of Gartmore in eachcase prior to the date of the Announcement

“Disclosure Period” has the meaning given in paragraph 9.9 of Part X (AdditionalInformation) of this document

“Effective” in the context of the Acquisition:

(i) if the Acquisition is implemented by way of the Scheme,completion of the Acquisition at the Effective Time; or

(ii) if the Acquisition is implemented by way of a TakeoverOffer, the Takeover Offer having been declared or becomeunconditional in all respects in accordance with therequirements of the City Code

“Effective Date” the Business Day following the Scheme Record Date

“Effective Time” 8.00 a.m. (London time) on the Effective Date

“electronic form” as defined in the City Code

“Euroclear” Euroclear UK & Ireland Limited, a company incorporated under thelaws of England and Wales

“Exchange Act” the United States Securities Exchange Act of 1934, as amended

“Excluded Shares” any Gartmore Shares which are registered in the name of orbeneficially owned by Henderson Group or its nominee(s) at therelevant time

“Executive Directors” Jeffrey Meyer and Keith Starling

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“Explanatory Statement” the explanatory statement relating to the Scheme, as set out inPart II (Explanatory Statement) of this document, which togetherwith the documents incorporated therein constitute the explanatorystatement relating to the Scheme

“Form of Direction” the form of direction for use by DI Holders in order to direct howthe Gartmore Depository should cast its vote as a GartmoreShareholder in respect of Gartmore Shares held by the GartmoreDepository but which are represented by Depository Interests,which may be lodged in hard copy or electronically via the CRESTvoting service

“Form of Election” the form of election to receive New Henderson Group Shares foruse by Australian Scheme Shareholders

“Form of Proxy” the form of proxy for use by Gartmore Shareholders at the CourtMeeting, which may be lodged in hard copy or electronically via theCapita Share Portal

“FSA” the Financial Services Authority of the UK and any successorauthorities

“FSMA” the Financial Services and Markets Act 2000 (as amended)

“Future Underlying Earnings” Underlying Earnings excluding costs of the November 2010 awardsunder the Gartmore Omnibus Incentive Plan

“Gartmore” Gartmore Group Limited (an exempted company incorporated inthe Cayman Islands with limited liability with registerednumber 184399), whose registered office is at Walker House,87 Mary Street, George Town, Grand Cayman, KY1-9005, CaymanIslands, the ordinary shares of which are currently listed on theLondon Stock Exchange

“Gartmore Articles” the articles of association of Gartmore in force from time to time

“Gartmore Board” the board of directors of Gartmore from time to time

“Gartmore Depository” Capita IRG Trustees Limited

“Gartmore Directors” the directors of Gartmore from time to time

“Gartmore Group” Gartmore, its direct or indirect subsidiaries or subsidiaryundertakings and, where the context so permits, each of them

the Gartmore Group Limited Omnibus Incentive Plan, as amendedby the Gartmore Remuneration Committee on 28 May 2010

“Gartmore Shareholders” holders of Gartmore Shares and/or where the context so requires, DIHolders

“Gartmore Shares” ordinary shares of £0.005 each in the capital of Gartmore (each, a“Gartmore Share”) and/or, where the context so requires, theDepository Interests

“hard copy form” as defined in the City Code

“Hellman & Friedman” Hellman & Friedman Acquisition I Limited and Hellman &Friedman Acquisition II Limited

“Gartmore Omnibus IncentivePlan”

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“Henderson Global Investors” controlled entities of Henderson Group carrying out coreinvestment management activities

“Henderson Group” Henderson Group plc

the annual general meeting of Henderson Group Shareholdersexpected to be held on 4 May 2011

“Henderson Group Articles” the articles of association of Henderson Group in force from time totime

the board of directors of Henderson Group and “Henderson GroupDirector” means any of them

CHESS Depositary Nominees Pty Ltd (ABN 75 071 346 506)

the CHESS Depositary Interests issued by Henderson GroupCHESS Depositary, where each Henderson Group CHESSDepositary Interest represents a beneficial interest in oneHenderson Group Share

“Henderson Group Circular” the circular to be published by Henderson Group in respect ofAcquisition

“Henderson Group Election” notice from a Henderson Group Shareholder (or, in the case of aCDI Holder, a direction to CDN to serve notice) electing not toparticipate in the IAS Plan and instead to receive dividends fromHenderson Group

the facilities agreement described at paragraph 12.2 (a) of Part X(Additional Information) of this document

the general meeting of Henderson Group Shareholders to beconvened to consider the necessary resolution(s) to implement theAcquisition (and any adjournment thereof)

“Henderson Group Information” the information as described in paragraph 1.1 (a)–(d) of Part X(Additional Information) of this document

“Henderson Group Prospectus” the prospectus to be published by Henderson Group in respect ofthe New Henderson Group Shares

“Henderson Group Shareholder” holders of equity securities in Henderson Group regardless ofwhether the equity securities are traded on the London StockExchange’s main market for listed securities in the form ofHenderson Group Shares or on the ASX in the form of HendersonGroup CHESS Depositary Interests from time to time

“Henderson Group Shares” ordinary shares of 12.5p each in the capital of Henderson Group

“HMRC” Her Majesty’s Revenue and Customs

“holder” a registered holder of shares, including any person entitled bytransmission

“IAS Election” notice from a Henderson Group Shareholder (or, in the case of aholder of Henderson Group CHESS Depositary Interests, adirection to the Henderson Group CHESS Depositary to servenotice) electing to participate in the IAS Plan

“Henderson Group 2011Annual General Meeting”

“Henderson Group Board” or“Henderson Group Directors”

“Henderson Group CHESSDepositary”

“Henderson Group CHESSDepositary Interests”

“Henderson Group FacilitiesAgreement”

“Henderson Group GeneralMeeting”

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“IAS Issuer” HGI (Investments) Limited, a UK tax-resident subsidiary ofHenderson Group

“IAS Plan” the income access share plan described at paragraph 13 of Part X(Additional Information) of this document

“IAS Trust” the English law trust which holds the income access share issued bythe IAS Issuer

“IAS Trustee” the trustee of the IAS Trust

“Implementation Agreement” the agreement dated 12 January 2011 and made between HendersonGroup and Gartmore and relating, among other things, to theimplementation of the Acquisition, further details of which are setout in paragraph 12.1(a) of Part X (Additional Information) of thisdocument

“Jersey Companies Law” the Companies (Jersey) Law 1991 (as amended)

“Listing Rules” the rules and regulations made by the FSA in its capacity as the UKListing Authority under Part VI of FSMA (as amended from time totime) and contained in the UK Listing Authority’s publication of thesame name

London Stock Exchange plc

“Longstop Date” 31 May 2011

the Henderson Group CHESS Depositary Interests to be issued byHenderson Group CHESS Depositary in respect of New HendersonGroup Shares to be issued to Australian Scheme Shareholders whohave not elected to receive New Henderson Group Shares

holders of New Henderson Group Shares or New Henderson GroupCHESS Depositary Interests (as appropriate)

“New Henderson Group Shares” the new Henderson Group Shares to be issued pursuant to theScheme which, after their issue, will rank pari passu in all respectswith the existing Henderson Group Shares

“Non-Executive Directors” Andrew Skirton, David Barclay, Robert Kyprianou, David Lindsell,Patrick Healy and Blake Kleinman

“Offer Period” the period commencing on 8 November 2010 (being the date of theannouncement by Gartmore that it had appointed Goldman SachsInternational to help with the evaluation of the strategic options ofGartmore)

“Official List” the Official List of the UK Listing Authority

“Ondra Partners” Ondra LLP, trading as Ondra Partners

“Overseas Shareholders” Scheme Shareholders who are resident in, ordinarily resident in, orcitizens of, jurisdictions outside the United Kingdom

“Panel” the UK Panel on Takeovers and Mergers

“participant ID” the identification code or membership number used in CREST toidentify a particular CREST member or other CREST participant

“New Henderson GroupCHESS Depositary Interests”

“New Henderson GroupShareholders”

“London Stock Exchange” or“LSE”

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the lawful currency of the United Kingdom

“Register” the register of members of Gartmore

“Registrar of Companies” the Registrar of Companies in the Cayman Islands

“Regulatory Information Service” any of the services authorised from time to time by the FSA for thepurpose of disseminating regulatory announcements

“Relevant Regulator” in respect of Gartmore or any member of the Wider GartmoreGroup, each and any regulatory authority to the supervision and/orauthorisation of which it is subject whether statutory, self-regulatory or otherwise, including, without limitation, the FSA, anysettlement system, stock exchange or listing authority

the proposed scheme of arrangement under section 86 of theCayman Companies Law between Gartmore, Henderson Group andthe Scheme Shareholders as set out in Part VII (The Scheme ofArrangement) of this document, with or subject to any modification,addition or condition approved or imposed by the Court and jointlyagreed to by Gartmore and Henderson Group

“Scheme Record Date” the date on which the Court Order is filed by Gartmore with theRegistrar of Companies in the Cayman Islands in accordance withSection 86 of the Cayman Companies Law (and on which date theScheme becomes effective under Cayman Companies Law inaccordance with its terms)

“Scheme Record Time” the time on the Scheme Record Date at which the Court Order isfiled by Gartmore with the Registrar of Companies in the CaymanIslands in accordance with Section 86 of the Cayman CompaniesLaw (and at which time the Scheme becomes effective underCayman Companies Law in accordance with its terms)

“Scheme Shareholders” holders of a Scheme Share, as recorded on the Register at theScheme Record Time, and a “Scheme Shareholder” shall meanany one of these Scheme Shareholders

“Scheme Shares” Gartmore Shares:

(a) in issue at the date of this document;

(b) issued after the date of this document, but before the VotingRecord Time (if any); and

(c) issued at or after the Voting Record Time but at or before theScheme Record Time either on terms that the original or anysubsequent holders are bound by the Scheme or in respect ofwhich such holders are, or shall have agreed in writing to be,so bound, in each case, other than the Excluded Shares(if any)

“SDRT” stamp duty reserve tax

“Securities Act” the US Securities Act of 1933

“Takeover Offer” a takeover offer (within the meaning of section 88 of the CaymanCompanies Law) for the entire issued ordinary share capital ofGartmore (other than any shares held by Henderson Group (if any))

“Scheme” or “Scheme ofArrangement”

“pounds sterling”, “£”,“pence” or “Sterling”

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including any amendment or revision thereto, the full terms ofwhich will be set out in the related offer document(s)

“Third Party” a government, governmental, quasi-governmental, supranational,statutory, regulatory or investigative body, trade agency, court,association, institution or any other body or person in anyjurisdiction

“UBS” UBS Limited

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

the FSA acting in its capacity as the competent authority for listingin the United Kingdom for the purposes of Part VI of FSMA

in respect of a share or other security, where that share or othersecurity is recorded on the relevant register of the share or securityconcerned as being held in uncertificated form in CREST and titleto which may be transferred by means of CREST

recurring profit before tax, amortisation of intangibles and a voidproperty finance charge

“United States” or “US” the United States of America (including the states of the UnitedStates and the District of Columbia), its possessions and territoriesand all areas subject to its jurisdiction

“Voting Record Time” 48 hours before the time and date of the Court Meeting or, if suchCourt Meeting is adjourned, 48 hours before the time and date ofsuch adjourned meeting

“Wider Gartmore Group” the Gartmore Group and associated undertakings and any otherbody corporate, partnership, joint venture or person in which theGartmore Group and such undertakings (aggregating their interests)have an interest of 20 per cent. or more of the voting or equitycapital or the equivalent

“Wider Henderson Group” Henderson Group and its subsidiary undertakings and associatedundertakings and any other body corporate, partnership, jointventure or person in which Henderson Group and its subsidiaryundertakings (aggregating their interests) have an interest of20 per cent. or more of the voting or equity capital or the equivalent

In this document and the Form of Proxy, the expressions “subsidiary undertaking” and “undertaking” havethe meanings given by the Companies Act 2006, “associated undertaking” has the meaning given byparagraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports)Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excludedfor this purpose, and “significant interest” means a direct or indirect interest in twenty per cent. or more ofthe equity share capital (as defined in the Companies Act 2006).

In this document, the Form of Proxy and the Form of Direction references to the singular includes the pluraland vice versa, unless the context otherwise requires. References to time are to London time, unless thecontext otherwise requires.

This document was published on 26 February 2011.

“UKLA” or “UK ListingAuthority”

“uncertificated” or in“uncertificated form”

“Underlying Earnings” or“Underlying Profit”

PART XII

NOTICE OF COURT MEETING

IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE NO: FSD 22 OF 2011

FINANCIAL SERVICES DIVISIONIN THE MATTER OF GARTMORE GROUP LIMITED

and

IN THE MATTER OF SECTION 86 OF THE COMPANIES LAW (2010 REVISION)OF THE CAYMAN ISLANDS

NOTICE IS HEREBY GIVEN that, by an order dated 25 February 2011 (the “Order”) made in the abovematter, the Grand Court of the Cayman Islands (the “Court”) has directed a meeting (the “Court Meeting”)to be convened of the registered holders of ordinary shares of Gartmore Group Limited (“Gartmore” or the“Company”) for the purpose of considering and, if thought fit, approving (with or without modification) ascheme of arrangement (the “Scheme of Arrangement”) pursuant to section 86 of the Companies Law(2010 Revision) of the Cayman Islands (the “Companies Law”) proposed to be made between Gartmore,Henderson Group plc and the holders of the Scheme Shares (as defined in the Scheme of Arrangement) andthat such Court Meeting will be held at the offices of the Company (Gartmore House, 8 Fenchurch Place,London, EC3M 4PB) at 9.00 a.m. (London Time) on 21 March 2011, at which place and time all GartmoreShareholders (as defined in the Scheme of Arrangement) are requested to attend. Voting will be by way ofpoll. To be approved, the Scheme of Arrangement requires approval by a majority in number representingnot less than 75 per cent. in value of the holders of Gartmore Shares present and voting, whether in personor by proxy, at the Court Meeting.

A copy of the Scheme of Arrangement and a copy of the Explanatory Statement explaining the effect of theScheme of Arrangement are incorporated into the composite document of which this notice forms part (the“Scheme Circular”). A copy of the Scheme Circular has been made available on the Gartmore website atwww.gartmore.com.

Proposed special resolution:

At the Court Meeting the following resolution will be proposed:

“THAT the Scheme of Arrangement, a copy of which is attached to the scheme circular of the Companydated 26 February 2011 as Part VII (The Scheme of Arrangement) and tabled at this meeting be approvedsubject to any modification, addition or condition which the Grand Court of the Cayman Islands may thinkfit to approve or impose and as may be jointly agreed by Henderson Group plc and Gartmore GroupLimited.”

Voting Procedures

Gartmore Shareholders

Gartmore Shareholders may vote in person at the Court Meeting or they may appoint another person,whether a member of Gartmore or not, as their proxy to attend, speak and vote on their behalf.A Form of Proxy for use at the Court Meeting accompanies this notice. Completion and return of aForm of Proxy will not prevent a Gartmore Shareholder from attending and voting at the CourtMeeting, or any adjournment thereof, in person if he/she wishes to do so.

Gartmore Shareholders are entitled to appoint a proxy in respect of some or all of their GartmoreShares. Gartmore Shareholders are also entitled to appoint more than one proxy, provided that eachproxy is appointed to exercise the rights attached to a different Gartmore Share held by such holder.Space has been included in the Form of Proxy to allow Gartmore Shareholders to specify the numberof Gartmore Shares in respect of which that proxy is appointed. Gartmore Shareholders who return

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the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxyin respect of all of their Gartmore Shares.

Gartmore Shareholders who wish to appoint more than one proxy in respect to their shareholdingshould photocopy the Form of Proxy as required. Such Gartmore Shareholders should read theinformation regarding the appointment of multiple proxies set out on pages 8 to 9 of this documentand the related notes contained in the Form of Proxy.

It is requested that the hard copy Form of Proxy be lodged with Capita Registrars,PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 9.00 a.m. (London time)on 19 March 2011 or, in the case of an adjourned meeting, not less than 48 hours before the time anddate appointed for the adjourned meeting, but if the Form of Proxy is not so lodged, it may be handedto Capita Registrars at the Court Meeting before the meeting starts.

Alternatively, Gartmore Shareholders may lodge their Form of Proxy electronically using the Capita SharePortal by logging on to www.capitashareportal.com. Such proxy must be received by Capita Registrars byno later than 9.00 a.m. (London time) on 19 March 2011.

In the case of joint holders of Gartmore Shares, the vote of the senior who tenders a vote, whether in personor by proxy shall prevail. Seniority will be determined by the order in which the names stand in the registerof members of the Company in respect of the joint holding.

DI Holders

DI Holders may vote at the Court Meeting by instructing the Gartmore Depository on how to vote bycompleting and returning the Form of Direction whether by submitting a hard copy to Capita Registrars orby using the CREST voting service in accordance with the procedures set out in the CREST Manual. Formsof Direction submitted through CREST (under CREST participant ID RA10) or in hard copy form must bereceived by Capita Registrars no later than 9.00 a.m. (London time) on 18 March 2011.

In the event that a DI Holder wishes to attend and vote at the Court Meeting in respect of the GartmoreShares which are represented by its Depository Interests the DI Holder may request a Letter ofRepresentation from the Gartmore Depository by no later than 9.00 a.m. (London time) on 18 March 2011(in accordance with the instructions set out in the Form of Direction).

In order for a voting instruction made using the CREST service to be valid, the appropriate CREST message(a “CREST Voting Instruction”) must be properly authenticated in accordance with the specifications ofEuroclear UK & Ireland Limited (“Euroclear”) and must contain the information required for suchinstructions, as described in the CREST Manual. The message, regardless of whether it relates to the votinginstruction or to an amendment to the instruction given to the Gartmore Depository, must in order to be valid,be transmitted so as to be received by Capita Registrars (participant ID RA10) by no later than 9.00 a.m.(London time) on 18 March 2011 (or, in the case of an adjourned meeting, not less than 72 hours before thetime and date appointed for the adjourned meeting). For this purpose, the time of receipt will be taken as thetime (as determined by the time stamp applied to the message by the CREST Applications Host) from whichCapita Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.After this time, any change of instructions to proxies appointed through CREST should be communicated tothe appointee through other means.

CREST members and, where applicable, their CREST sponsor or voting service provider, should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Voting Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personalmember or sponsored member or has appointed a voting service provider, to procure that his or her CRESTsponsor or voting service provider takes) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. In this connection, CREST members and,where applicable, their CREST sponsor or voting service provider are referred, in particular, to those sectionsof the CREST Manual concerning practical limitations of the CREST system and timings.

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The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in regulation35(5)(a) of the Uncertificated Securities Regulations 2001.

Voting Record Time

Entitlement to attend and vote at the Court Meeting (and the number of votes which may be cast thereat) willbe determined by reference to the register of members of the Company at 9.00 a.m. (London time) on19 March 2011, or in the case of an adjourned meeting, 48 hours before the time and date of the adjournedmeeting. In each case, changes to the register of members of the Company after such time on the relevantdate will be disregarded.

Chairman of the Court Meeting

By the said Order, the Court has appointed Andrew Skirton, a director of the Company, or failing him anyother person who is a director of the Company as at the date of the Order, to act as the Chairman of the CourtMeeting and has directed the Chairman of the Court Meeting to report the result thereof to the Court.

The Scheme of Arrangement will be subject to a subsequent application seeking the sanction of the Court ata hearing to be listed for 10.00 a.m. (Cayman Islands time) on 31 March 2011 or as soon as practicablethereafter.

Dated: 26 February 2011

WalkersWalker House87 Mary StreetGeorge TownGrand Cayman KY1-9001Cayman Islands

Attorneys-at-Law for the Company

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sterling 142961