Henderson Opportunities Trust PLC — Proxy Solicitation & Information Statement 2011

Feb 10, 2011

Form of Proxy - Annual General Meeting to be held on 17 March 2011

To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by 15 March 2011 at 2.30 pm.

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 1059 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 1059 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.

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.

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

Poll Card To be completed only at the AGM if a Poll is called.					Ordinary Business			Against Withheld
				1.	To receive the Report and Financial Statements for the year ended 31 October 2010.
				2.	To approve the Directors' Remuneration Report for the year ended 31 October 2010.
				3.	To approve a final dividend.
				4.	To re-appoint Mr G B Burnett as a director of the Company.
				5.	To re-appoint Mr R D H Bryce as a director of the Company.
				6.	To re-appoint Mr P N J May as a director of the Company.
				7.	To re-appoint Mr C P Hills as a director of the Company.
				8.	To re-appoint PricewaterhouseCoopers LLP as Statutory Auditors to the Company.
				9.	To authorise the directors to determine the remuneration of the Statutory Auditors.
				10.	Other Business That the Company continue as an investment trust.
				11.	That the aggregate of all fees paid to the directors shall not exceed the sum of £100,000 per annum.
				12.	To authorise the directors to allot relevant securities.
				13.	Special Resolution - To disapply pre-emption rights.
				14.	Special Resolution - To authorise the Company to make market purchases of its own ordinary shares.
				15.	Special Resolution - To authorise the Company to make market purchases of its own subscription shares.
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
Please tick here to indicate that this proxy appointment is one of multiple appointments being made. Ordinary Business 1. To receive the Report and Financial Statements for the year ended 31 October 2010.	For	Against	Vote Withheld	9.	To authorise the directors to determine the remuneration of the Statutory Auditors.	For	Against	Vote Withheld
2. To approve the Directors' Remuneration Report for the year ended 31 October 2010.					Other Business 10. That the Company continue as an investment trust.
3. To approve a final dividend.					11. That the aggregate of all fees paid to the directors shall not
					exceed the sum of £100,000 per annum.
4. To re-appoint Mr G B Burnett as a director of the Company.					12. To authorise the directors to allot relevant securities.
5. To re-appoint Mr R D H Bryce as a director of the Company.					13. Special Resolution - To disapply pre-emption rights.
6. To re-appoint Mr P N J May as a director of the Company.					14. Special Resolution - To authorise the Company to make market purchases of its own ordinary shares.
7. To re-appoint Mr C P Hills as a director of the Company.					15. Special Resolution - To authorise the Company to make market purchases of its own subscription shares.
8. To re-appoint PricewaterhouseCoopers LLP as Statutory Auditors to the Company.
					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

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