Henderson Smaller Companies Investment Trust PLC

AGM Information • Jul 1, 2025

The Companies Act 2006 Company Limited by Shares

RESOLUTION OF

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

(the "Company")

Passed on 1 July 2025

At the General Meeting of The Henderson Smaller Companies Investment Trust plc (the "Company"), duly convened and held on 1 July 2025, the resolutions were passed as set out below:

SPECIAL RESOLUTION

• 1. THAT, in substitution to any existing authority, but without prejudice to the exercise of any authority prior to the date hereof, the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the Act) to make one or more market purchases (as defined in section 693(4) of the Act) of ordinary shares of 25 pence each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as they may determine provided that:
• (i) the maximum aggregate number of Ordinary Shares which may be purchased is 10,102,879 (or if less, 14.99% of the number of Ordinary Shares in issue (excluding shares held in Treasury) immediately prior to the passing of this resolution);
• (ii) the minimum price, exclusive of expenses, which may be paid for an Ordinary Share shall be 25 pence, being the nominal value per Ordinary Share;
• (iii) the maximum price which may be paid for an Ordinary Share (exclusive of associated expenses is the higher of: (a) 105 % of the average of the middle market quotations for the Ordinary Shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and (b) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange;
• (iv) unless previously renewed, varied or revoked, this authority shall expire at the conclusion of the annual general meeting of the Company, expected to be held in October 2025 unless such authority is renewed prior to such time;
• (v) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to such contract; and
• (vi) any Ordinary Shares so purchased shall be cancelled or, in accordance with the provisions of the Act, if the directors so determine, be held, sold, transferred or otherwise dealt with as shares held in Treasury.

Certified a true copy Janus Henderson Secretarial Services UK Limited Corporate Secretary The Henderson Smaller Companies Investment Trust plc