HENDERSON EUROTRUST PLC — AGM Information 2021

Nov 17, 2021

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title: Special Business
author: ChandK
date: 2021-11-17 17:12:00+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 17 November 2021

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At the Annual General Meeting duly convened and held on 17 November 2021, the following resolutions were duly passed:

[1] AS AN ORDINARY RESOLUTION:

THAT each of the issued ordinary shares of 5 pence each in the capital of the Company be sub-divided into ten ordinary shares of 0.5 pence each (the ‘New Ordinary Shares’), the New Ordinary Shares having the rights and being subject to the restrictions and obligations set out in the Articles of Association of the Company, such sub-division to be conditional on, and shall take effect on, admission of the New Ordinary Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s main market for listed securities by 8.00 am on 22 November 2021 (or such other time and/or date as the Directors may in their absolute discretion determine).

[2] AS AN ORDINARY RESOLUTION:

THAT the proposed investment policy set out in Appendix 1 of the Notice of AGM dated 5 October 2021 be and is hereby adopted as the investment policy of the Company to the exclusion of all previous investment policies of the Company with effect from 1 January 2022.

[3] AS AN ORDINARY RESOLUTION:

THAT in substitution for all existing authorities the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (‘the Act’) to exercise all the powers of the Company to allot relevant securities (within the meaning of section 551 of the Act) up to an aggregate nominal amount of £105,927 (or such amount being equivalent to 10% of the Company’s issued ordinary share capital, excluding treasury shares, at the date of the passing of this resolution) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the Annual General Meeting of the Company in 2022, but that the Company may make an offer or agreement which would or might require relevant securities to be allotted after expiry of this authority and the Directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

[4] AS A SPECIAL RESOLUTION:

THAT in substitution for all existing authorities and subject to the passing of resolution 3 the Directors be empowered, pursuant to section 570 of the Companies Act 2006 (‘the Act’) to allot or sell equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 3 as if section 561 of the Act did not apply to the allotment and to sell relevant shares (within the meaning of section 560 of the Act) held by the Company immediately before the sale of treasury shares (as defined in section 724 of the Act) for cash as if section 561 of the Act did not apply . This power shall be limited:

(a) to the allotment or sale of equity securities whether by way of a rights issue, open offer or otherwise to ordinary shareholders and/or holders of any other securities in accordance with the rights of those securities where the equity securities respectively attributable to the interests of all ordinary shareholders and/or such holders are proportionate (or as nearly as may be) to the respective numbers of ordinary shares and such equity securities held by them (or are otherwise allotted in accordance with the rights attaching to such equity securities) subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or local or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever;

(b) to the allotment or sale (otherwise than pursuant to subparagraph (a) above) of equity securities up to a maximum aggregate nominal value of £105,927 (or such amount being equivalent to 10% of the Company’s issued ordinary share capital, excluding treasury shares, at the date of the passing of this resolution); and

(c) to the allotment or sale of equity securities at a price not less than the net asset value per share;

and shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the next AGM of the Company in 2022, save that the Directors may before such expiry make an offer or agreement which would or might require equity securities to be allotted or sold after such expiry and the Directors may allot or sell equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

[5] AS A SPECIAL RESOLUTION:

THAT in substitution of all existing authorities the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693 (4) of the Act) of ordinary shares of 5p each in issue in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

(a) the maximum number of ordinary shares which may be purchased is 14.99% of the Company’s issued ordinary share capital as at the date of the passing of this resolution (equivalent to 3,175,712 ordinary shares, excluding treasury shares, at the date of this Notice);

(b) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed the higher of:

(i) 105% of the average of the middle market quotations for the shares as taken from the London Stock Exchange Daily Official List 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.

(c) the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 5p, being the nominal value per share;

(d) the authority hereby conferred shall expire on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the Annual General Meeting of the Company in 2022, unless such authority is renewed before expiry;

(e) 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 any such contract; and

(f) any ordinary shares so purchased shall be cancelled or, in accordance with the provisions of the Act or, if the Directors so determine, be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

[6] AS A SPECIAL RESOLUTION:

THAT a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice, such authority to expire at the conclusion of the Annual General Meeting in 2022.