HENDERSON EUROTRUST PLC

Delisting Announcement • Jul 4, 2024

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title: Special Business
author: ChandK
date: 2024-07-04 12:42:00+00:00

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Registered No: 2718241

The Companies Act 2006

Company Limited by Shares

Resolutions of

Henderson EuroTrust plc

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Passed on 4 July 2024

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At the General Meeting duly convened and held on 4 July 2024, the following resolution was duly passed:

[1] AS A SPECIAL RESOLUTION:

THAT:

The Company be and is hereby wound up voluntarily under the provisions of the Insolvency Act 1986 and Derek Neil Hyslop and Richard Peter Barker, both licensed insolvency practitioners of Ernst & Young LLP, be and they are hereby appointed joint liquidators of the Company (the “Liquidators”) for the purposes of such winding-up and distributing the assets of the Company in accordance with the Scheme and any power conferred on them by law, the Articles of Association or by this Resolution may be exercised by them jointly or by each of them alone;

the remuneration (plus VAT) of the Liquidators be determined by reference to the time properly spent by them and their staff in attending to matters arising prior to and during the winding up of the Company (including, without limitation, the implementation of the Scheme and any matters outside the statutory duties of the Liquidators and undertaken at the request of the members or a majority of them) and the Liquidators be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them to give effect to the Scheme;

the Company’s books and records be held by the Company Secretary to the order of the Liquidators until the expiry of 12 months after the date of dissolution of the Company, when they may be disposed of, save for financial and trading records which shall be kept for a minimum of six years following the vacation of the Liquidators from office;

the Liquidators be empowered and directed to carry into effect the provisions of the Articles of Association as amended by the Resolutions set out in the notice of the First General Meeting of the Company contained in the circular to Shareholders of the Company, dated 20 May 2024 (the “Circular”);

the Liquidators be and are hereby are authorised pursuant of section 165 of the Insolvency Act 1986 to exercise the powers laid down in Part I of Schedule 4 to that Act as may be necessary or desirable in their judgement, acting jointly and severally, to give effect to the Scheme and/or to carry out the winding-up of the Company; and

the definitions contained in the Circular have the same meanings in this Resolution.