HENDERSON DIVERSIFIED INC TST PLC — Proxy Solicitation & Information Statement 2015

Nov 23, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, the Financial Services (Jersey) Law 1998 if you are in Jersey or, if not, from another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your shares in Henderson Diversified Income Limited, please forward this document, together with the accompanying form of proxy or letter of direction, immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

HENDERSON DIVERSIFIED INCOME LIMITED

(a company incorporated in Jersey, Channel Islands under the Companies (Jersey) Law, 1991 with registered number 97669)

NOTICE OF GENERAL MEETING

to renew the Board's authority to issue further shares

Notice of a general meeting of Henderson Diversified Income Limited to be held at 10.30 a.m. on Monday, 14 December 2015 at Liberté House, 19-23 La Motte Street, St. Helier, Jersey JE2 4SY is set out at the end of this document. To be valid, the form of proxy accompanying this document must be completed and returned, in accordance with the instructions printed on it, so as to be received by the Company's registrar, Computershare Investor Services (Jersey) Limited, c/o The Pavillions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event not later than 10.30 a.m. on Thursday, 10 December 2015. Investors holding shares in the Company through Halifax Share Dealing Products (run by Halifax Share Dealing Limited) who transferred from the products formerly managed by Henderson Global Investors Limited ("Henderson") or who have subsequently been introduced via Henderson will have received with this document a voting instruction card which must be completed and returned in accordance with the instructions printed on it not later than 10.30 a.m. on Friday, 4 December 2015.

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CONTENTS

Page

Letter from the Chairman 3
Reasons for requiring extension and early renewal of the Board's allotment authorities 3
General Meeting 3
Action to be taken 4
Recommendation 4
Notice of General Meeting 5

EXPECTED TIMETABLE

2015

Latest time and date for receipt of voting instructions 10.30 a.m. on 4 December
Latest time and date for receipt of forms of proxy 10.30 a.m. on 10 December
General Meeting 10.30 a.m. on 14 December

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LETTER FROM THE CHAIRMAN

HENDERSON DIVERSIFIED INCOME LIMITED

(a company incorporated in Jersey, Channel Islands under the Companies (Jersey) Law, 1991 with registered number 97669)

Directors
Paul Manduca (Chairman)
Helen Green
Nigel Parker
David Smith
Ian Wright

Registered Office
Liberté House
19-23 La Motte Street
St. Helier
Jersey JE2 4SY

23 November 2015

Dear Shareholder

NOTICE OF GENERAL MEETING

Reasons for requiring extension and early renewal of the Board's authorities

The Company issued a prospectus on 26 March 2015 in respect of the issue by the Company of up to 70 million new ordinary shares of no par value (the "Ordinary Shares") in aggregate (the "Prospectus") which will remain in force until 25 March 2016. Since the publication of the Prospectus, the Company has issued 13,740,000 new Ordinary Shares in the capital of the Company representing 8.3 per cent. of the Company's current issued share capital, at a premium to the Company's net asset value per Ordinary Share, raising net proceeds of £12,536,500.03 which have been invested in accordance with the Company's investment policy.

The Company issued these Ordinary Shares, under the Prospectus, pursuant to the authorities to allot shares in the capital of the Company on a non pre-emptive basis which shareholders granted to the Directors at the Company's annual general meeting held on 5 March 2015. Therefore, as at 20 November 2015 (the latest practicable date prior to the publication of this document), the Company has the capacity to issue only a further 1,532,824 Ordinary Shares. The Board believes that this current capacity may prove insufficient to allow the Board to continue to satisfy demand for the Company's shares during the period up to the Company's next annual general meeting which is expected to be held on Tuesday, 12 April 2016.

In order to meet the continuing demand for the Company's shares, the Board proposes to seek the renewal of its shareholder authorities to allot further Ordinary Shares, prior to the Company's next annual general meeting, on a non pre-emptive basis (the "Proposals").

The purpose of this document is, therefore, to convene a general meeting at which the appropriate new shareholder authorities will be sought. The General Meeting will be held at 10.30 a.m. on Monday, 14 December 2015 at Liberté House, 19-23 La Motte Street, St. Helier, Jersey JE2 4SY.

If this authority is granted by shareholders, the Directors currently intend to only use the authority to issue shares: (i) at a premium to the net asset value; (ii) to meet demand from investors; and (iii) when the Directors believe that it is in the best interests of the Company to do so.

General Meeting

You will find set out at the end of this document a notice convening the General Meeting. The resolution to be proposed at the General Meeting, if passed, will authorise the Directors to issue up to 16,646,824 new Ordinary Shares which represents 10 per cent. of the Company's total ordinary share capital in issue as at 20 November 2015 (the latest practicable date prior to the publication of this document) without first having to offer them to existing shareholders in proportion to their existing holdings. This resolution will be proposed as a special resolution that requires to be passed by a three-quarters majority of votes cast at the General Meeting.

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The General Meeting is to be held at 10.30 a.m. on Monday, 14 December 2015 at Liberté House, 19-23 La Motte Street, St. Helier, Jersey JE2 4SY.

Action to be taken

Shareholders will find enclosed a form of proxy for use in connection with the General Meeting. Whether or not shareholders propose to attend the General Meeting, they are requested to complete, sign and return the form of proxy as soon as possible, in accordance with the instructions printed on it. Investors holding shares in the Company through Halifax Share Dealing Products (run by Halifax Share Dealing Limited) who transferred from the products formerly managed by Henderson Global Investors Limited ("Henderson") or who have subsequently been introduced via Henderson will have received with this document a voting instruction card which must be completed and returned in accordance with the instructions printed on it.

To be valid, the enclosed form of proxy must be lodged with the Company's registrar, Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, so as to arrive by not later than 10.30 a.m. on Thursday, 10 December 2015. The completion and return of the form of proxy will not prevent a shareholder from attending and voting in person at the General Meeting.

Recommendation

The Directors consider the passing of the resolution set out in the notice of the General Meeting at the end of this document to be in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the resolution to be proposed at the General Meeting. The Directors intend to vote in favour of the resolution in respect of their own beneficial holdings of shares (amounting to 190,000 Ordinary Shares, representing approximately 0.11 per cent. of the Company's issued ordinary share capital).

Yours faithfully

Paul Manduca

Chairman

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HENDERSON DIVERSIFIED INCOME LIMITED
(a company incorporated in Jersey, Channel Islands under the Companies (Jersey) Law, 1991
with registered number 97669)

GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Henderson Diversified Income Limited (the "Company") will be held on Monday, 14 December 2015 at 10.30 a.m. at Liberté House, 19-23 La Motte Street, St. Helier, Jersey JE2 4SY to consider and, if thought fit, pass resolution 1 as a special resolution:

SPECIAL RESOLUTION

Authority in relation to the dis-application of pre-emption rights

1. That, in addition to and not in substitution for any existing authority to allot equity securities (as defined in the Company's Articles of Association) on a non pre-emptive basis previously granted to the Directors, the Directors may dis-apply pre-emption rights in relation to the issue of the Company's equity securities up to a maximum amount of 16,646,824 ordinary shares representing 10 per cent. of the total number of shares (which constitute equity securities) in issue as at the date of the General Meeting provided that such power shall expire (unless and to the extent previously revoked, varied or renewed by the Company in general meeting by special resolution passed by three-quarters of shareholders voting thereon) at the earlier of the conclusion of the Annual General Meeting to be held in 2016 or the date falling 15 months from the date of the passing of this resolution but so that this power shall enable the Company to make offers or agreements before such expiry which would or might require equity securities to be issued after such expiry and the directors of the Company may issue equity securities in pursuance of any such offer or agreement as if such expiry had not occurred.

By order of the Board
BNP Paribas Securities Services S.C.A.
Jersey Branch
Corporate Secretary

Registered office
Liberté House
19-23 La Motte Street
St. Helier
Jersey JE2 4SY

23 November 2015

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Notes:

1. As a member you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at the General Meeting. A proxy need not be a member of the Company but must attend the General Meeting to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You can only appoint a proxy using the procedure set out in these notes and the notes to the form of proxy. You may not use any electronic address provided either in this notice or any related documents (including the circular, form of proxy and/or letter of direction) to communicate with the Company for any purpose other than those expressly stated.

2. To be valid any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand at the Company's registrar, Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 48 hours before the time of the meeting or any adjourned meeting.

3. Investors holding shares in the Company through Halifax Share Dealing Products (run by Halifax Share Dealing Limited ("HSDL")) who transferred from the products formerly managed by Henderson Global Investors Limited ("Henderson") or who have subsequently been introduced via Henderson will have been sent a pink voting instruction form. In accordance with the arrangements made between HSDL and Henderson, you are given the opportunity to exercise the voting rights appertaining to your shares. Voting instruction forms should be returned as soon as possible, in accordance with the instructions given on them, so as to be received back not later than Friday, 4 December 2015. This timetable is to enable the nominee company to submit a form of proxy not more than 48 hours before the General Meeting.

4. The return of a completed form of proxy or other instrument of proxy will not prevent you attending the General Meeting and voting in person if you wish.

5. To be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company no later than 6.00 p.m. on Saturday, 12 December 2015 or, in the event that the meeting is adjourned, 6.00 p.m. on the day two days prior to any adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

6. Information regarding the General Meeting is available from www.hendersondiversifiedincome.com.

7. As at 20 November 2015 (being the last business day prior to the publication of this notice) the Company's issued share capital consisted of 166,468,240 Ordinary Shares. On a show of hands shareholders shall have one vote. Save as otherwise provided in the Company's Articles of Association, on a show of hands each holder of shares present in person and entitled to vote shall have one vote and upon a poll each such holder who is present in person or by proxy and entitled to vote shall have one vote in respect of every share held by him. Therefore, the total voting rights in the Company as at 20 November 2015 was 166,468,240 Ordinary Shares.

8. Any person holding five per cent. or more of the total voting rights of the Company who appoints a person other than the Chairman of the meeting as his proxy will need to ensure that both he and his proxy comply with their respective disclosure obligations under the UK Disclosure and Transparency Rules.

9. In order to be passed as a special resolution, at least three-quarters of the shareholders who (being entitled to do so) vote in person, or by proxy, at the General Meeting require to vote in favour of it.