Henderson Opportunities Trust PLC — Proxy Solicitation & Information Statement 2014

Oct 31, 2014

HENDERSON OPPORTUNITIES TRUST PLC

ATTENDANCE CARD

for the Annual General Meeting to be held at 2.30 pm on Thursday 26 March 2015 at 201 Bishopsgate, London EC2M 3AE ("the Meeting")

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

The named person is an investor in an ISA managed by Henderson Global Investors Limited.

If you wish to attend the Meeting, please detach the Attendance Card and bring it to the Meeting.

HENDERSON OPPORTUNITIES TRUST PLC

VOTING INSTRUCTION FORM

for the Annual General Meeting to be held at 2.30 pm on Thursday 26 March 2015 at 201 Bishopsgate, London EC2M 3AE ("the Meeting")

This document is issued to you as an investor in an ISA managed by Henderson Global Investors Limited. 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 16 March 2015.

Notes:

1. For the full text of the Resolutions, please refer to the Notice of Meeting in the accompanying circular to shareholders.
2. Shares held through the ISAs managed by Henderson Global Investors Limited are registered in the name of Harewood 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, signed and sent to Henderson Global Investors, PO Box 10665, Chelmsford CM99 2BF to be received by close of business on 16 March 2015. 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.

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Venue

The Meeting will be held at 2.30 pm on Thursday 26 March 2015 at the offices of Henderson Global Investors.

Please indicate your voting instructions by marking the appropriate box with an 'X' for each of the Resolutions

ORDINARY BUSINESS

1. To receive the Annual Report for the year ended 31 October 2014.
2. To approve the Directors' Remuneration Report for the year ended 31 October 2014.
3. To approve a final dividend.
4. To re-appoint Mr George Burnett as a Director of the Company.
5. To re-appoint Peter May as a Director of the Company.
6. To re-appoint Peter Jones as a Director of the Company.
7. To re-appoint Malcolm King 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.

For	Against	Vote withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

OTHER BUSINESS

1. To authorise the Directors to allot relevant securities.
2. To disapply pre-emption rights.*
3. To authorise the Company to make market purchases of its own ordinary shares.*
4. THAT a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.*

*Special Resolution

For	Against	Vote withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

Signature ____ Dated ____

H013282/1214 HOT blue proxy