Henderson Smaller Companies Investment Trust PLC

AGM Information • Oct 5, 2023

National Storage Mechanism | Additional information

RNS Number : 8785O

Henderson Smaller Cos Inv Tst PLC

05 October 2023

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

LEGAL ENTITY IDENITIFIER: 213800NE2NCQ67M2M998

5 October 2023

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

Annual General Meeting held on Thursday 5 October 2023

The Henderson Smaller Companies Investment Trust plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a poll. This included the following resolutions authorising:

Ordinary resolution:

§ the allotment of up to 10% of issued share capital;

Special resolutions:

§ the allotment or sale from treasury of ordinary shares for cash on a non-pre-emptive basis up to a nominal value of £1,867,544 (equivalent to 10% of the issued ordinary share capital at today's date);

§ market purchases of the preference stock units of the Company; 

§ market purchases of the Company's ordinary shares up to a maximum of 14.99% of the issued ordinary share capital (equivalent to 11,197,799 ordinary shares as at today's date) at the maximum price per share (exclusive of expenses) not exceeding the higher of: i) 105% of the average middle market quotations for the five business days preceding the date of purchase; and ii) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange; and

§ a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

The full text of all the resolutions can be found in the Notice of 2023 Annual General Meeting in the Company's Annual Report, which is available for viewing at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The poll results will shortly be available on the Company's website at:

www.hendersonsmallercompanies.com

The special business resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection on the NSM's website at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The poll results received in relation to each resolution were as follows:

Poll Results for the Annual General Meeting held at 11.30 am on Thursday 5 October 2023

7

	Resolution	Number of votes FOR	% of votes FOR	Number of votes AGAINST	% of votes AGAINST	Total votes cast (excluding votes withheld)	Total votes cast (excluding votes withheld) as % of total voting rights	Number of votes withheld
1	To receive the Annual Report and audited financial statements for the year ended 31 May 2023	20,301,364	86.83%	3,079,348	13.17%	23,380,712	31.30%	23,136
2	To approve the Directors' Remuneration Report for the year ended 31 May 2023	23,223,290	99.56%	102,825	0.44%	23,326,115	31.23%	77,733
3	To approve the Directors' Remuneration Policy	23,215,998	99.54%	106,236	0.46%	23,322,234	31.22%	79,823
4	To approve the final dividend of 19.0p per share	23,370,086	99.96%	10,007	0.04%	23,380,093	31.30%	23,755
5	To appoint Yen Mei Lim as a director	23,313,322	99.80%	47,376	0.20%	23,360,698	31.27%	43,150
6	To re-appoint Penny Freer as a director	23,127,031	98.99%	236,523	1.01%	23,363,554	31.28%	40,294
7	To re-appoint Kevin Carter as a director	23,124,882	98.98%	237,350	1.02%	23,362,232	31.27%	41,616
8	To re-appoint Alexandra Mackesy as a director	23,124,927	98.98%	238,430	1.02%	23,363,357	31.28%	40,491
9	To re-appoint Victoria Sant as a director	23,126,892	98.99%	236,662	1.01%	23,363,554	31.28%	40,294
10	To re-appoint Michael Warren as a director	23,130,687	98.99%	236,903	1.01%	23,367,590	31.28%	36,258
11	To re-appoint Mazars LLP as statutory auditor to the Company	23,329,478	99.83%	40,853	0.17%	23,370,331	31.28%	33,517
12	To authorise the Audit and Risk Committee to determine the auditor's remuneration	23,355,750	99.93%	15,906	0.07%	23,371,656	31.29%	32,192
13	To authorise the directors to allot new ordinary shares in an amount of up to 10% of the issued share capital	23,322,063	99.80%	45,951	0.20%	23,368,014	31.28%	35,834
14	To authorise the directors to disapply pre-emption rights in respect of shares issued under resolution 13*	23,264,242	99.59%	96,690	0.41%	23,360,932	31.27%	42,916
15	To authorise the Company to repurchase for cancellation all the Company's outstanding preference stock*	23,341,876	99.88%	27,157	0.12%	23,369,033	31.28%	34,815
16	To authorise the directors to repurchase ordinary shares in an amount of up to 14.99% of the issued share capital*	23,007,398	98.44%	365,420	1.56%	23,372,818	31.29%	31,030
17	To authorise the calling of a general meeting other than an AGM on not less than 14 clear days' notice*	23,305,815	99.69%	72,261	0.31%	23,378,076	31.30%	25,772

* Special resolution

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at close of business on 3 October 2023 (74,701,796), being the time at which a shareholder had to be registered in the register of members in order to attend and vote at the AGM. A vote 'withheld' is not a vote in law and has therefore not been counted as a vote 'for' or 'against' any resolutions. The number of ordinary shares in issue at the date of this announcement is 74,701,796. No shares are held in treasury. Each ordinary share carries one vote.

For further information please contact:

Johana Woodruff

Janus Henderson Secretarial Services UK Ltd

Corporate Secretary to The Henderson Smaller Companies Investment Trust plc

Telephone: 020 7818 2220

Neil Hermon

Fund Manager

The Henderson Smaller Companies Investment Trust plc

Telephone: 020 7818 4351

Harriet Hall

Investment Trust PR Manager

Janus Henderson Investors

Tel: 020 7818 2919

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