HENDERSON EUROPEAN FOCUS TRUST PLC

AGM Information • Jun 19, 2024

The Companies Act 2006 Company Limited by Shares

Resolutions of Henderson European Focus Trust plc (the "Company")

Passed on 19 June 2024

At a general meeting of the Company, duly convened and held at 201 Bishopsgate, London, EC2M 3AE at 11.00 a.m. on 19 June 2024, the following resolutions were duly passed:

ORDINARY RESOLUTIONS

• 1 THAT, in addition to any existing authorities and conditional upon the scheme of reconstruction and members' voluntary winding-up of Henderson EuroTrust plc (the "Scheme") (as described in the circular to the shareholders of the Company dated 20 May 2024 (the "Circular")) becoming unconditional in all respects, the directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot ordinary shares of 5 pence each in the capital of the Company up to an aggregate nominal value of £12,500,000 (representing approximately 117% of the issued share capital of the Company (excluding treasury shares) as at 20 May 2024) in connection with the Issue (as defined in the Circular), provided that this authority shall (unless previously revoked) expire on 31 July 2024.
• 2 THAT, conditional upon the Scheme becoming effective and with effect from the Scheme Effective Date, the proposed investment objective and policy set out in the Circular be adopted as the investment objective and policy of the Company to the exclusion of the existing investment objective and policy of the Company.

SPECIAL RESOLUTION

• 3 THAT, in addition to any existing authorities, and conditional upon the Scheme becoming effective, the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Act to make market purchases of shares of £0.05 par value each in the capital of the Company (the "Shares") pursuant to the tender offer (the "Tender Offer") described and on the terms set out in the Circular, provided that:
  • 3.1 the maximum aggregate number of Shares hereby authorised to be purchased shall be 31,915,218;
  • 3.2 the price which may be paid for a Share shall be the Tender Price as defined in the Circular (which in each case shall be both the maximum and the minimum price for the purposes of section 701 of the Act); and
  • 3.3 the authority conferred by this resolution shall expire on the earlier of (i) the completion of the Tender Offer or (ii) 31 July 2024, unless previously revoked, varied or renewed by the Company in a general meeting prior to such time.