Notification of Major Interest in Shares

For filings with the FCA include the annex

For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESⁱ

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

Gooch & Housego plc

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

An acquisition or disposal of voting rights

ü

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

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

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

Schroders plc

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

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

18.12.14

6. Date on which issuer notified:

19.12.14

7. Threshold(s) that is/are crossed or
reached: ^{vi, vii}

15% - 14%

8. Notified details:

A: Voting rights attached to shares ^{viii, ix}

Class/type of
shares

if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of  voting rights ^x

Direct

Direct ^xi

Indirect ^xii

Direct

Indirect

Ordinary

3,671,510

3,325,510

3,567,885

N/A

3,188,885

N/A

13.350%

GB0002259116

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date ^xiii

Exercise/
Conversion Period ^xiv

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

% of voting
rights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments ^{xv, xvi}

Resulting situation after the triggering transaction

Type of financial
instrument

Exercise price

Expiration date ^xvii

Exercise/
Conversion period ^xviii

Number of voting rights instrument refers to

% of voting rights ^{xix, xx}

CFD

N/A

N/A

N/A

379,000

Nominal

Delta

1.587%

1

Total (A+B+C)

Number of voting rights

Percentage of voting rights

3,567,885

14.937%

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

Schroder & Co. Ltd                                                                       8,528                       0.036%

Schroder Investment Management Ltd                                             3,559,357          14.901%

Proxy Voting:

10. Name of the proxy holder:

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

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

13. Additional information:

The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 23,886,636.

14. Contact name:

Chloe Talbot

15. Contact telephone number:

020 7658 6000