HENDERSON EUROTRUST PLC — Proxy Solicitation & Information Statement 2012

Oct 11, 2012

HENDERSON EUROTRUST PLC

ATTENDANCE CARD

for the Annual General Meeting to be held on Wednesday 14 November 2012 at 2.30 pm at 201 Bishopsgate, London EC2M 3AE ('the Meeting')

This Attendance Card will admit the person named hereon to the Meeting.

The person named hereon is an investor through Halifax Share Dealing.

If as the named person you wish to attend the Meeting, please detach this Attendance Card and bring it with you to the Meeting.

HENDERSON EUROTRUST PLC

VOTING INSTRUCTION FORM

for the Annual General Meeting to be held on Wednesday 14 November 2012 at 2.30 pm at 201 Bishopsgate, London EC2M 3AE ('the Meeting')

This document is issued to you as an investor holding shares in an account managed by Halifax Share Dealing Limited ('HSDL'). It comprises two sections: the Attendance Card (above), which will admit you to the Meeting as a guest, and the Voting Instruction Form.

If you wish to instruct how the voting rights attached to your investment should be exercised on a poll, please detach this Voting Instruction Form, complete and sign it and return it in the enclosed prepaid envelope to arrive by Tuesday 6 November 2012.

Notes:

1. For the full text of the Resolutions, please refer to the Notice of Meeting in the accompanying circular to shareholders.
2. Shares are registered in the name of HSDL Nominees Limited ('the Nominee'). The Nominee will appoint the Chairman of the Meeting as proxy to vote on a poll in accordance with the Voting Instruction Forms that have been validly completed and returned. A poll will not necessarily be held on a Resolution but the aggregate proxy votes received by the Company in respect of each Resolution will form part of the record of the Meeting and will be available to investors at the conclusion of the Meeting and will be shown on the website.
3. To be valid, this Voting Instruction Form must be completed and signed and sent to Customer Registration & Support Team HSDL, Lovell Park Road, Leeds LS1 1NS to be received by close of business on Tuesday 6 November 2012. A prepaid envelope is provided.
4. If you mark the VOTE WITHHELD box for any Resolution, you are directing the Chairman not to vote on your behalf on a poll on that Resolution and your votes will not be counted in computing the required majority on that poll.
5. In accordance with an agreement with Henderson, the Nominee will exercise the voting rights of any shares held through Halifax Share Dealing that have not been exercised by the instructions of the individual investors. It will do so by voting for or against all the Resolutions to be put to the Meeting (or by withholding votes on such Resolutions) pro rata to the aggregate voting instructions for each Resolution received from those investors who have chosen to exercise their voting rights.

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Venue

The Meeting will be held on Wednesday 14 November 2012 at 2.30 pm at the offices of Henderson Global Investors.

Please indicate your voting instructions by putting a 'X' in the appropriate box for each of the Resolutions

ORDINARY BUSINESS	For	Against	Vote withheld
1. To receive the Report and Financial Statements for the year ended 31 July 2012.	☐	☐	☐
2. To receive and approve the Directors' Remuneration Report for the year ended 31 July 2012.	☐	☐	☐
3. To approve a final dividend of 11.5p per ordinary share.	☐	☐	☐
4. To re-elect Mr Mark Tapley as a director of the Company.	☐	☐	☐
5. To re-appoint PricewaterhouseCoopers LLP as Auditors to the Company.	☐	☐	☐
6. To authorise the directors to determine the Auditors' remuneration.	☐	☐	☐
OTHER BUSINESS	For	Against	Vote withheld
7. To authorise the Directors to allot relevant securities	☐	☐	☐
8. To authorise the Company to disapply pre-emption rights*	☐	☐	☐
9. To authorise the Company to make market purchases of its own shares*	☐	☐	☐
10. To authorise general meetings to be held on 14 days' clear notice*	☐	☐	☐

*special resolution

Signature ____ Dated ____