Company Number: 07549407
THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES SPECIAL RESOLUTION
of
HENDERSON INTERNATIONAL INCOME TRUST PLC Passed 12 May 2025
At the General Meting of the Company duly convened and held on 12 May 2025, the following special resolution was duly passed:
SPECIAL RESOLUTION
That, subject to: (i) the Scheme becoming unconditional in accordance with its terms; and (ii) the passing at a general meeting of the Company convened for 28 May 2025 (or any adjournment thereof) of a resolution for the voluntary winding up of the Company and the appointment of the Liquidators:
- (A) notwithstanding anything to the contrary in the Company's articles of association (the "Articles"), the Scheme set out in Part 4 of the circular to Shareholders of the Company dated 17 April 2025 (the "Circular"), a copy of which has been laid before this meeting and signed for the purpose of identification by the Chairman of the meeting, be and is hereby approved and the liquidators of the Company when appointed (jointly and severally the "Liquidators") be and hereby are authorised to implement the Scheme and to execute any document and do anything for the purpose of carrying the Scheme into effect;
- (B) the Liquidators, when appointed, will be and hereby are authorised and directed:
- (i) under this special resolution and the Articles and pursuant to section 110 of the Insolvency Act 1986, to enter into and give effect to the Transfer Agreement (in their personal capacity and on behalf of the Company) referred to in the Circular with JPMorgan Global Growth & Income plc ("JGGI") and in the form of the draft laid before the meeting and signed for the purposes of identification by the Chairman with such amendments as the parties thereto may from time to time agree;
- (ii) to request JGGI to allot and issue new ordinary shares of 5 pence each in the capital of JGGI (the "New JGGI Shares"), credited as fully paid, on the basis described in the Transfer Agreement for distribution among the holders of ordinary shares in the capital of the Company entitled thereto under the Scheme (or to the Liquidators as nominee on their behalf) by way of satisfaction and discharge of their respective interests in so much of the property and assets of the Company as shall be transferred to JGGI in accordance with the Transfer Agreement and with the Scheme;
- (iii) to procure that the Rollover Pool be vested in JGGI (or its nominees) on and subject to the terms of the Transfer Agreement;
- (iv) to convert into cash any assets in the Liquidation Pool and to raise the money to purchase the interest of any member of the Company who validly dissents from this resolution under section 111(2) of the Insolvency Act 1986 from the Liquidation Pool (as defined in the Scheme);
- (v) to transfer any surplus in the Liquidation Pool in accordance with the Scheme; and
- (vi) to apply for the admission of the ordinary shares of one penny each in the capital of the Company to the Official List and to trading on the Main Market to be cancelled with effect from such date as the Liquidators may determine;
- (C) the Articles be and are hereby amended by inserting the following as a new article 46A:
"46A Winding up in connection with the Scheme
Notwithstanding the provisions of these Articles, upon the winding-up of the Company in connection with the scheme (the "Scheme") as set out in Part 4 of the circular dated 17 April 2025 to members of the Company (the "Circular"), the liquidators of the Company will give effect to the Scheme and will enter into and give effect to the transfer agreement with JPMorgan Global Growth & Income plc (as duly amended where relevant), a draft of which was tabled at the general meeting of the Company convened for 12 May 2025 by the notice attached to the Circular, in accordance with the provisions of this Article and the holders of shares in the Company will be entitled to receive ordinary shares in JPMorgan Global Growth & Income plc on the terms of the Scheme.";
- (D) this resolution shall operate by way of such amendments to the Articles as may be necessary to give effect hereto; and
- (E) the terms defined in the Circular have the same meanings in this special resolution.
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Director HENDERSON INTERNATIONAL INCOME TRUST PLC