HENDERSON HIGH INCOME TRUST PLC — Proxy Solicitation & Information Statement 2011

Mar 30, 2011

Form of Proxy - Annual General Meeting to be held on 28 April 2011

To be effective, all proxy appointments must be lodged with the Company's registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by 26 April 2011 at 12.00 noon.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1039 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 4. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which

may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 1039 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

	Poll Card	To be completed only at the AGM if a Poll is called.			1.	Ordinary Business To receive the Report of the Directors and the audited Financial Statements for the year ended 31 December 2010.	For	Against	Withheld
					2.	To approve the Directors' Remuneration Report for the year ended 31 December 2010.
					3.	To re-elect Mr Vivian Bazalgette as a director of the Company.
	4. 5.				To re-elect Mr Andrew Bell as a director of the Company.
						To re-elect Miss Janet Walker as a director of the Company.
					6.	To re-appoint the auditor, Grant Thornton UK LLP.
					7.	To authorise the directors to determine the remuneration of the auditor.
					8.	Special Business To authorise the directors to allot shares.
					9.	To disapply pre-emption rights.
					10.	To authorise the Company to make market purchases of its own shares.
					11.	To allow a general meeting (other than an AGM) to be held on 14 days' notice.
	Signature
	Form of Proxy	Please use a black pen. Mark with an X inside the box as shown in this example. I/We hereby appoint the Chairman of the Meeting OR the following person				
			*			C0000000000
1.	Ordinary Business	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please tick here to indicate that this proxy appointment is one of multiple appointments being made. To receive the Report of the Directors and the	For Against	Vote Withheld	7.	TRUST PLC to be held at 201 Bishopsgate, London EC2M 3AE on 28 April 2011 at 12.00 noon, and at any adjourned meeting. For To authorise the directors to determine the	Against		Vote Withheld
		audited Financial Statements for the year ended 31 December 2010.				remuneration of the auditor. Special Business
2.		To approve the Directors' Remuneration Report for the year ended 31 December 2010.			8.	To authorise the directors to allot shares.
3.	of the Company.	To re-elect Mr Vivian Bazalgette as a director			9.	To disapply pre-emption rights.
4.	Company.	To re-elect Mr Andrew Bell as a director of the				10. To authorise the Company to make market purchases of its own shares.
5.	the Company.	To re-elect Miss Janet Walker as a director of				11. To allow a general meeting (other than an AGM) to be held on 14 days' notice.
6.	LLP.	To re-appoint the auditor, Grant Thornton UK				Intention To Attend Please indicate if you intend to attend the AGM
						I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
	Signature		Date			In the case of a corporation, this proxy must be given under its
						common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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