HENDERSON EUROTRUST PLC — Proxy Solicitation & Information Statement 2014

Jul 31, 2014

Henderson EuroTrust plc

Notice of 2014 Annual General Meeting

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Letter from the Chairman

Dear Shareholders

I hope that you will be able to attend this year's Annual General Meeting of the Company ('AGM'), which is to be held on Wednesday 12 November 2014 at 2.30pm at 201 Bishopsgate, London EC2M 3AE, the offices of Henderson Global Investors.

The Notice of Meeting can be found on pages 1 and 2 of this document. Further details of each of the resolutions to be proposed at the Meeting are set out in the Explanatory Notes on pages 4 to 6. I also refer you to the Company's Annual Report and Financial Statements for the year ended 31 July 2014 ('the Annual Report'), which is being sent to shareholders with this document.

Our Fund Manager, Tim Stevenson, will give a presentation at the Meeting and there will be opportunities to ask questions. I hope that you are able to attend the AGM or that you vote by completing and returning your form of proxy.

The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company's shareholders as a whole. The Board therefore recommends unanimously to shareholders that they vote in favour of each of the resolutions, as the directors intend to do in respect of their own beneficial holdings.

Yours faithfully

Nicola Ralston

Chairman

8 October 2014

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you should consult your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK, or if not from another appropriately independent professional adviser in your own jurisdiction.

If you have sold, transferred or otherwise disposed of all your shares in Henderson EuroTrust plc (the 'Company'), please pass this circular and the accompanying Form of Proxy to the stockbroker, bank or other agent through whom you made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold or transferred or otherwise disposed of only part of your holding of shares in the Company, you should retain this circular and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.

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Henderson EuroTrust plc Annual General Meeting 2014

Henderson EuroTrust plc

(an investment company within the meaning of section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 2718241)

Notice of Annual General Meeting

Notice is hereby given that the Twenty-second Annual General Meeting of Henderson EuroTrust plc ('the Company') will be held at 201 Bishopsgate, London EC2M 3AE on Wednesday 12 November 2014 at 2.30pm for the following purposes:

Ordinary Business

1. To receive the Directors' Report and audited Financial Statements for the year ended 31 July 2014.
2. To approve the Company's remuneration policy
3. To approve the Directors' Remuneration Report for the year ended 31 July 2014.
4. To approve a final dividend of 12.5p per share.
5. To re-elect Mr David Marsh as a director.
6. To re-elect Mr Joop Feilzer as a director.
7. To re-appoint PricewaterhouseCoopers LLP as Auditors to the Company.
8. To authorise the directors to determine the Auditors' remuneration.

Other Business

To consider and, if thought fit, pass the following resolutions:

as an Ordinary Resolution:

1. 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) up to an aggregate nominal amount of £50,976 (being 5 per cent. of the issued ordinary share capital at the date of this notice) 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 and at the conclusion of the Annual General Meeting of the Company in 2015, 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 Board may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired and all unexercised authorities previously granted to the directors to allot shares and are hereby revoked.

as a Special Resolution:

1. THAT in substitution for all existing authorities and subject to the passing of resolution 9 the directors be empowered pursuant to section 570 and/or section 573 of the Companies Act 2006 ('the Act') to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 9 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 as Treasury shares (as defined in section 724 of the Act) for cash as if section 561 of the Act did not apply to any such sale. This power:

(a) expires at the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the next Annual General Meeting of the Company in 2015, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if the power conferred hereby had not expired; and

(b) shall be limited to allotments of equity securities and/or the sale of shares held in Treasury for cash up to an aggregate nominal amount equal to £50,976 (being 5 per cent. of the issued ordinary share capital at the date of this notice).

as a Special Resolution

1. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 ('the Act') to make market purchases (within the meaning of section 693 of the Act) of Ordinary Shares of 5p each in the capital of the Company ('ordinary shares'), provided that:

(a) the maximum number of ordinary shares hereby authorised to be purchased shall be 3,056,542 (or, if less, the number representing 14.99 per cent. of the Ordinary Shares in issue at the date of passing of this resolution);

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

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

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Henderson EuroTrust plc Annual General Meeting 2014

Notice of Annual General Meeting

continued

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.

(d) the authority hereby conferred shall expire on earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting, of the Company in 2015, unless such authority is renewed before expiry, and;
(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, if the directors so determine, be held as Treasury shares.

as a Special Resolution

12 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 2015.

as an Ordinary Resolution

13 THAT the aggregate of all fees paid to the directors shall not exceed £150,000 per annum.

By order of the Board

Henderson Secretarial Services Limited
Corporate Secretary
8 October 2014

Registered Office:
201 Bishopsgate
London EC2M 3AE

Notes to the Notice of AGM

Resolutions 1 to 9 and 13 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 10 to 12 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

1 Voting record date

Only members registered in the Register of Members of the Company at close of business on 10 November 2014 shall be entitled to attend and vote at the meeting in respect of the number of voting rights registered in their name at that time. Changes to entries on the Register of Members after close of business on 10 November 2014 shall be disregarded in determining the rights of any person to attend and vote at the meeting. In the case of joint holders of a voting right, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

2 Rights to attend and vote

Holders of ordinary shares are entitled to attend and vote at the meeting or at any adjournment(s) thereof. On a poll members have one vote for every one share.

3 Right to appoint proxies

Pursuant to section 324 of the Companies Act 2006 ('the Act'), a member entitled to attend and vote at the meeting may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to shares held by him. A proxy need not be a member of the Company. A form of proxy is enclosed. The completion of the form of proxy will not preclude a shareholder from attending and voting in person at the meeting. Section 324 does not apply to persons nominated to receive information rights pursuant to section 146 of the Act. Persons nominated to receive information rights under section 146 of the Act have been sent this notice of meeting and are hereby informed, in accordance with section 149(2) of the Act, that they may have the right under an agreement with the registered member by whom they are nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have no such right or do not wish to exercise it, they may

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Henderson EuroTrust plc Annual General Meeting 2014 3

Notes to the Notice of AGM

continued

have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.

4 Proxies' rights to vote at the meeting

On a vote on a show of hands, each member or proxy has one vote. If a proxy is appointed by more than one member and all such members have instructed the proxy to vote in the same way, the proxy will only be entitled, on a show of hands, to vote 'for' or 'against' as applicable. If a proxy is appointed by more than one member, but such members have given different voting instructions, the proxy may, on a show of hands, vote both 'for' and 'against' in order to reflect the different voting instructions.

On a poll all or any of the voting rights of the member may be exercised by one or more duly appointed proxies. However, where a member appoints more than one proxy, section 285(4) of the Act does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.

5 Voting by corporate representatives

Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with section 323 of the Act.

6 Receipt and termination of proxies

A form of proxy is enclosed and to be valid must be lodged with the Company's Registrars (Computershare Investor Services PLC, PO Box 1075, Bristol, BS99 3FA) before 2.30pm on 10 November 2014. A member may terminate a proxy's authority at any time before the commencement of the meeting. Termination must be provided in writing and submitted to the Company's Registrar at the above address.

In accordance with the Company's Articles of Association, in determining the time for delivery of proxies, no account shall be taken of any part of a day that is not a working day.

7 Communication with the Company

Members may not use any electronic address provided either in the Notice or any related documents (including the form of proxy) to communicate with the Company for any purpose other than those expressly stated.

8 Electronic receipt of proxies

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by utilising the procedures described in the CREST manual, which is available to download from the Euroclear website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK &

Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST manual. The message must be transmitted so as to be received by the Issuer's agent (ID 3RA50) by the latest time for receipt of proxy appointments specified in note 6 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the Issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001.

9 Voting instruction form (and proportional voting)

If you are a participant in the 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, a pink voting instruction form will have been sent to you with this document. In accordance with the arrangements made between HSDL and Henderson, you are given the opportunity to instruct the nominee company of HSDL to exercise the voting rights appertaining to your shares. HSDL has undertaken to instruct its nominee company to exercise the voting rights of any such shares that have not been exercised by you as an individual participant in the Halifax Share Dealing Products. It will do so by voting for or against all the resolutions to be put at the Annual General Meeting (or by withholding votes on such resolutions) pro rata to the aggregate voting instructions for each resolution received from those participants who have chosen to exercise their voting rights. 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 4 November 2014. This timetable is to enable the nominee company to submit a form of proxy 48 hours before the AGM.

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Henderson EuroTrust plc Annual General Meeting 2014

Notes to the Notice of AGM

continued

If you are a participant in the ISAs managed by Henderson Global Investors Limited, a blue voting instruction form will have been sent to you with this document. 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 4 November 2014. This timetable is to enable the nominee company to submit a form of proxy 48 hours before the AGM.

10 Questions at the meeting

Section 319A of the Act requires the directors to answer any question raised at the AGM which relates to the business of the meeting, although no answer need be given

(a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information;
(b) if the answer has already been given on the Company's website; or
(c) if it is undesirable in the best interests of the Company or the good order of the meeting that the question be answered.

Members satisfying the thresholds in section 527 of the Act can require the Company to publish a statement on its website setting out any matter, relating to

(a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or
(b) any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM, that the members propose to raise at the Meeting.

The Company cannot require the members requesting the

publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditors no later than the time at which it makes its statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required to publish on its website. By attending the Meeting, members and their proxies and representatives are understood by the Company to have agreed to receive any communications relating to the Company's shares made at the Meeting.

11. Documents available for inspection

Copies of the directors' letters of appointment may be inspected at the registered office of the Company during normal business hours on any day (Saturdays, Sundays and public holidays excepted) and will be available at the AGM from 15 minutes prior to the commencement of the Meeting until its conclusion. No director has a contract of service with the Company.

12 Website

A copy of the Notice of the Meeting, including these explanatory notes, is included on the Company's website, www.hendersoneurotrust.com

13 Total voting rights

As at 8 October 2014 (being the last practicable date prior to the publication of this Notice) the Company's total voting rights comprised 20,390,541 shares with one vote each.

Explanatory Notes:

The information set out below is an explanation of the business to be considered at the 2014 AGM

Resolution 1: Company's Report and Financial Statements (ordinary resolution)

The directors are required to present the Annual Report and Financial Statements and the Directors' Report and Auditors' Report in respect of the financial year ended 31 July 2014 to the meeting. Shareholders will be given an opportunity at the meeting to ask questions on these items. At the end of the discussion members will be invited to receive the Annual Report and Financial Statements.

Resolution 2 and 3: Approval of the Company's remuneration policy and Directors' Remuneration Report (ordinary resolutions)

In accordance with revised legislation in relation to remuneration, shareholders will be asked to approve the Company's remuneration policy every 3 years. Shareholders are requested to approve the Directors' Report on Remuneration, which is set out on pages 22 and 23 of the Annual Report. The vote is advisory and does not affect the remuneration payable to

any individual director.

Resolution 4: Dividend (ordinary resolution)

The payment of a final dividend is subject to approval by shareholders, although the scope to pay a lesser amount would be restricted by the Company's status as an investment trust.

Resolutions 5 and 6: Re-election of Directors (ordinary resolutions)

The Articles of Association of the Company require some of the Directors to retire by rotation at each AGM; David Marsh and Joop Feilzer will seek re-election at the AGM.

The directors have reviewed the performance and commitment of the directors standing for election/re-election and consider that each of the directors should continue to be directors as they bring wide, current and relevant business experience that allows them to contribute effectively to the leadership of the Company.

Biographical details for the Directors are shown on page 12 of the Annual Report.

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Henderson EuroTrust plc Annual General Meeting 2014 5

Explanatory Notes:

continued

Resolutions 7 and 8: Re-appointment and remuneration of the auditors (ordinary resolutions)

In accordance with sections 489 and 492 of the Companies Act 2006, shareholders are required to approve the appointment of the Company's auditors PricewaterhouseCoopers LLP each year and to give directors the authority to determine the auditors' remuneration. PricewaterhouseCoopers LLP have expressed their willingness to continue as auditors to the Company.

Other Business

Resolution 9: Authority to allot shares (ordinary resolution)

On 14 November 2013 the directors were granted authority to allot a limited number of authorised but unissued ordinary shares. No shares have been allotted under this authority, which will expire at the forthcoming AGM.

An ordinary resolution to renew this authority will be proposed at the AGM, which will allow the directors to allot shares up to a maximum aggregate nominal amount of £50,976 (being 5% of the issued share capital as at the date of this Notice). The resolution is set out in full in the Notice on page 1. If renewed, the authority will expire at the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the AGM in 2015.

Resolution 10: Power to disapply pre-emption rights (special resolution)

At the AGM on 14 November 2013, the directors were also empowered to allot securities of a limited value for cash without first offering them to existing shareholders in accordance with statutory pre-emption procedures. The directors have not allotted any shares under this power, and may allot shares up to a maximum aggregate nominal amount of £50,976 under the existing power which will expire at the forthcoming AGM.

Resolution 10 will give the directors power to allot securities for cash on a non pre-emptive basis up to a maximum aggregate nominal amount of £50,976 (being 5% of the issued share capital as at the date of this Notice). The resolution is set out in full in the Notice on page 1. If renewed, the power will expire at the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the AGM in 2015.

The directors do not intend to allot shares pursuant to resolutions 9 and 10 other than to take advantage of opportunities in the market as they arise and only if they believe it to be advantageous to the Company's existing shareholders to do so and when it would not result in any dilution of net asset value per share (ie shares will only be issued at a premium to net asset value).

Resolution 11: Repurchase of the Company's Ordinary Shares (special resolution)

On 14 November 2013 the Directors were granted authority to repurchase 3,056,542 ordinary shares for cancellation or to be held in Treasury.

Resolution 11 seeks to renew the Company's authority to buy back shares. The authority under this resolution is limited to the purchase of a maximum of 14.99% of the ordinary shares in issue at the date of the passing of this resolution. The minimum price which may be paid for an ordinary share is 5p. The maximum price which may be paid for an ordinary share is the higher of

(a) 5% of the average middle market quotations for an ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased,

(b) the higher of the last independent bid and the highest current bid on on the London Stock Exchange.

Both the minimum and maximum price are exclusive of any relevant tax and expenses payable by the Company. The Company may cancel or hold in Treasury any shares bought back under this authority.

The directors believe that, from time to time and subject to market conditions, it will continue to be in the shareholders' interests to buy back the Company's shares when they are trading at a discount to the underlying net asset value per share. The authority being sought provides an additional source of potential demand for the Company's shares. The Company may utilise the authority to purchase shares by either a single purchase or a series of purchases when market conditions allow, with the aim of maximising the benefit to shareholders. This proposal does not indicate that the Company will purchase shares at any particular time or price, nor imply any opinion on the part of the directors as to the market or other value of the Company's shares.

This authority will expire at the conclusion of the 2015 AGM or within 15 months from the date of the passing of this resolution (whichever is earlier) and it is the present intention of the Directors to seek a similar authority annually.

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Henderson EuroTrust plc Annual General Meeting 2014

Explanatory Notes:

continued

Resolution 12: Notice of general meetings (special resolution)

The Companies Act 2006 ("the Act") and the Company's Articles of Association provide that all general meetings (other than AGMs) can be convened on 14 days' notice. However, one of the requirements of the Shareholder Rights Directive is that all general meetings must be held on 21 clear days' notice, unless shareholders agree to a shorter notice period. The Board is of the view that it is in the Company's interests to have a shorter notice period which complies with the provisions of the Act and the Company's Articles allow all general meetings (other than an AGM) to be called on 14 clear days' notice. The passing of resolution 12 would constitute shareholders' agreement for the purposes of the Shareholder Rights Directive (which agreement is required annually) and would therefore preserve the Company's ability to call general meetings (other than an AGM) on 14 clear days' notice. The Board would utilise this authority to provide flexibility when merited and would not use it as a matter of routine. The Board intends to seek a renewal of such authority at subsequent AGMs.

Resolution 13: Directors' remuneration (ordinary resolution)

The Company's Articles of Association limit the fees payable to the directors to £120,000 per annum in aggregate. The Board's policy is that the remuneration of Directors should seek to reflect the experience of the Board as a whole and be fair and comparable to that of other investment trusts that are similar in size and have similar objectives and structures. Furthermore, the Board considers that the level of remuneration should be sufficient to attract and retain the high calibre of directors needed to oversee the Company properly and to reflect the circumstances of the Company, the duties and responsibility of the directors and the value and amount of time committed to the Company's affairs. It is proposed that the aggregate limit be increased to £150,000 per annum to provide sufficient headroom to accommodate the remuneration policy.

Annual General Meeting Venue

Henderson Global Investors is located in the City of London at 201 Bishopsgate. It is a few minutes walk from Liverpool Street and Moorgate mainline and underground stations and Bank underground station.

H011549/0914