Henderson Smaller Companies Investment Trust PLC

AGM Information • Oct 7, 2025

National Storage Mechanism | Additional information

RNS Number : 4339C

Henderson Smaller Cos Inv Tst PLC

07 October 2025

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

LEGAL ENTITY IDENITIFIER: 213800NE2NCQ67M2M998

7 October 2025

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

Annual General Meeting held on Tuesday 7 October 2025

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 continuation of the Company as an investment trust; and

§ 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 10% of the issued ordinary share capital at today's date, excluding Treasury shares;

§ 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, excluding Treasury shares; 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 2025 Annual General Meeting in the Company's Annual Report, which is available for viewing on the Company's website at www.hendersonsmallercompanies.com . 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 Company also announces that, from the conclusion of today's Annual General Meeting, Victoria Sant retired from the Board.

Poll Results for the Annual General Meeting held at 11.30 am on Tuesday 7 October 2025

	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 2025	24,243,316	99.95%	12,907	0.05%	24,256,223	38.62%	22,474
2	To approve the Directors' Remuneration Report for the year ended 31 May 2025	23,848,090	98.47%	371,460	1.53%	24,219,550	38.56%	59,147
3	To approve the final dividend of 20.5p per share	24,252,692	99.95%	11,389	0.05%	24,264,081	38.63%	14,661
4	To re-appoint Penny Freer as a director	22,896,350	94.50%	1,331,748	5.50%	24,228,098	38.57%	50,599
5	To re-appoint Kevin Carter as a director	22,987,027	94.91%	1,233,807	5.09%	24,220,834	38.56%	57,863
6	To re-appoint Alexandra Mackesy as a director	22,883,549	94.45%	1,344,358	5.55%	24,227,907	38.57%	50,790
7	To re-appoint Yen Mei Lim as a director	22,981,774	94.88%	1,240,104	5.12%	24,221,878	38.56%	56,819
8	To re -appoint Michael Warren as a director	22,987,423	94.90%	1,234,115	5.10%	24,221,538	38.56%	57,159
9	To re-appoint Forvis Mazars LLP as statutory auditor of the Company	24,166,593	99.72%	67,109	0.28%	24,233,702	38.58%	44,995
10	To authorise the Audit and Risk Committee to determine the statutory auditor's remuneration	24,216,125	99.90%	24,186	0.10%	24,240,311	38.59%	38,386
11	To authorise that the Company continues as an investment trust	23,035,123	94.96%	1,222,057	5.04%	24,257,180	38.62%	21,517
12	To authorise the directors to allot new ordinary shares in an amount of up to 10% of the issued share capital	23,904,344	98.55%	352,066	1.45%	24,256,410	38.62%	22,287
13	To authorise the directors to disapply pre-emption rights in respect of shares issued under resolution 12*	23,847,496	98.36%	398,798	1.64%	24,246,294	38.60%	32,403
14	To authorise the Company to repurchase for cancellation all the Company's outstanding preference stock*	24,208,656	99.83%	42,410	0.17%	24,251,066	38.61%	27,631
15	To authorise the directors to repurchase ordinary shares in an amount of up to 14.99% of the issued share capital*	23,663,655	97.56%	592,233	2.44%	24,255,888	38.61%	22,809
16	To authorise the calling of a General Meeting other than an AGM on not less than 14 clear days' notice*	23,862,140	98.48%	367,918	1.52%	24,230,058	38.57%	48,639

* 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 2025, 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. Each ordinary share carries one vote.

The total number of ordinary shares in issue in the Company at the date of this announcement, including Treasury shares, is 74,385,131.

For further information please contact:

Janus Henderson Secretarial Services UK Ltd

Corporate Secretary to The Henderson Smaller Companies Investment Trust plc

Telephone: 020 7818 1818

Indriatti van Hien

Fund Manager

The Henderson Smaller Companies Investment Trust plc

Telephone: 020 7818 2059

Harriet Hall

PR Director, Investment Trusts

Janus Henderson Investors

Tel: 020 7818 2919

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