Henderson Smaller Companies Investment Trust PLC

AGM Information • Oct 2, 2024

National Storage Mechanism | Additional information

RNS Number : 7089G

Henderson Smaller Cos Inv Tst PLC

02 October 2024

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

LEGAL ENTITY IDENITIFIER: 213800NE2NCQ67M2M998

2 October 2024

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

Annual General Meeting held on Wednesday 2 October 2024

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 £1,859,628 (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 11,150,331 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 2024 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 Wednesday 2 October 2024

	Resolution	Number of votes FOR	% of votes FOR	Number of votes AGAINST	% of votes AGAINST	Total votes cast (excluding votes withheld)	Total votes cast (excl 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 2024	27,449,372	99.98%	4,227	0.02%	27,453,599	36.91%	36,882
2	To approve the Directors' Remuneration Report for the year ended 31 May 2024	27,329,878	99.67%	90,139	0.33%	27,420,017	36.86%	70,464
3	To approve the final dividend of 19.5p per share	27,453,860	99.96%	9,668	0.04%	27,463,528	36.92%	26,953
4	To re-appoint Penny Freer as a director	26,995,134	98.36%	449,520	1.64%	27,444,654	36.90%	45,827
5	To re-appoint Kevin Carter as a director	26,999,079	98.38%	445,320	1.62%	27,444,399	36.90%	46,082
6	To re-appoint Alexandra Mackesy as a director	26,987,842	98.34%	454,181	1.66%	27,442,023	36.89%	48,458
7	To re-appoint Yen Mei Lim as a director	26,989,054	98.36%	449,023	1.64%	27,438,077	36.89%	52,404
8	To re-appoint Victoria Sant as a director	26,987,290	98.34%	454,501	1.66%	27,441,791	36.89%	48,690
9	To appoint Michael Warren as a director	26,986,384	98.38%	444,799	1.62%	27,431,183	36.88%	59,298
10	To re-appoint Forvis Mazars LLP as statutory auditor of the Company	27,405,194	99.88%	34,091	0.12%	27,439,285	36.89%	51,196
11	To authorise the Audit and Risk Committee to determine the statutory auditor's remuneration	27,437,750	99.95%	14,611	0.05%	27,452,361	36.91%	38,120
12	To authorise the directors to allot new ordinary shares in an amount of up to 10% of the issued share capital	27,377,087	99.79%	56,632	0.21%	27,433,719	36.88%	56,762
13	To authorise the directors to disapply pre-emption rights in respect of shares issued under resolution 12*	27,334,285	99.67%	91,721	0.33%	27,426,006	36.87%	64,475
14	To authorise the Company to repurchase for cancellation all the Company's outstanding preference stock*	27,418,356	99.88%	33,037	0.12%	27,451,393	36.90%	39,088
15	To authorise the directors to repurchase ordinary shares in an amount of up to 14.99% of the issued share capital*	27,413,807	99.86%	37,094	0.14%	27,450,901	36.90%	39,580
16	To authorise the calling of a General Meeting other than an AGM on not less than 14 clear days' notice*	27,356,281	99.67%	90,060	0.33%	27,446,341	36.90%	44,140

* 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 30 September 2024 (74,385,131), 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 74,385,131. 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

PR Director Investment Trusts

Janus Henderson Investors

Tel: 020 7818 2919

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