Henderson Opportunities Trust PLC — Proxy Solicitation & Information Statement 2014

Mar 12, 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action to take, you should consult your stockbroker or other independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your Subscription Shares, please send this letter to the purchaser or transferee or person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Henderson Opportunities Trust plc Notice of Class Meeting

HENDERSON OPPORTUNITIES TRUST PLC

(an investment Company within the meaning of section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 1940906)

Notice of Meeting of the Holders of Subscription Shares

Notice is hereby given that a separate general meeting of the holders of the Subscription Shares of one pence each in the capital of the Company ("Subscription Shares") will be held at 201 Bishopsgate, London, EC2M 3AE on 17 April 2014 at 3.00pm to consider and, if thought fit, to pass the following resolution:

as a Special Resolution

THAT the holders of the Subscription Shares hereby consent to and sanction every modification, variation or abrogation of the rights attaching to the Subscription Shares as will or may arise or have arisen from the amendments to the Articles of Association of the Company as proposed to be adopted pursuant to the Special Resolution numbered 16 to be proposed at the Annual General Meeting of the Company to be held on 29 April 2014.

By order of the Board

George Burnett Chairman Henderson Opportunities Trust plc

27 February 2014

Registered Office: 201 Bishopsgate London EC2M 3AE

Notes to the Notice of Meeting of the Holders of Subscription Shares

1. Special Resolution

At the 2014 AGM to be held on 29 April 2014, the Company intends to seek the consent of its Ordinary Shareholders to an amendment to the Company's Articles of Association which is intended to ensure that all Subscription Shareholders have the ability to participate in the exercise of their conversion rights following the 2014 AGM (being the final date for exercise) (the "2014 Amendment"). The 2014 Amendment affords the Board the flexibility to appoint a Trustee with the ability to exercise any unexercised Subscription Shares on behalf of the Subscription Shareholders and to sell the resulting Ordinary Shares on the stock market. The proceeds of sale less any costs and expenses will be distributed amongst those Subscription Shareholders who did not exercise their Subscription Shares. The Trustee will take into consideration whether the net proceeds of sale after deducting all the costs of exercise of such rights. Entitlements of under £5.00 shall be retained for the benefit of the Company. The consent of the Subscription Shareholders is also therefore being sought to sanction any variation of rights attaching to the Subscription Shares arising from the 2014 Amendments.

2. Voting record date

Only members registered as holders of Subscription Shares in the Register of Members of the Company at 6.00pm on 15 April 2014 shall be entitled to attend and vote at the Meeting of the Holders of Subscription Shares in respect of the number of voting rights registered in their name at that time. Changes to entries on the Register of Members after 6.00pm on 15 April 2014 shall be disregarded in determining the rights of any person to attend and vote at the meeting.

If the Meeting of the Holders of Subscription Shares is adjourned for less than 48 hours after the original time, the same voting record date will also apply for the purpose of determining the entitlement of members to attend, speak and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If the Meeting of the Holders of Subscription Shares is adjourned for more than 48 hours then the voting record date will be close of business on the day which is two days (excluding non-working days) before the day of the adjourned meeting or, if the Company gives notice of the adjourned meeting, at any time specified in that notice. 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.

3. Rights to attend and vote

Holders of Subscription Shares are entitled to attend and vote at the Meeting of the Holders of Subscription Shares or at any adjournment(s) thereof. On a poll every Subscription Shareholder has one vote for every one Subscription Share held.

4. Right to appoint proxies

Pursuant to section 324 of the Companies Act 2006, 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 different 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 Companies Act 2006. Persons nominated to receive information rights under section 146 of the Companies Act 2006 have been sent this notice of meeting and are hereby informed, in accordance with section 149(2) of the Companies Act 2006, 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 such right or do not wish to exercise it, they may 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 (not the Company) in respect of these arrangements. The rights of members relating to the appointment of proxies do not apply to the nominated persons.

5. Proxies' rights to vote at the meeting

On a vote on a show of hands, each 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 Companies Act 2006 does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.

6. 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 Companies Act 2006.

7. Receipt and termination of proxies

To be valid, the enclosed form of proxy must be lodged with the Company's Registrars before 3.00pm on 15 April 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. 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.

8. Electronic receipt of proxies

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 Company's agent (ID number 3RA50) no later than the deadline specified in Note 6 above. 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 CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. Instructions on how to vote through CREST can be found on the website www.euroclear.com/CREST.

9. Questions at the Meeting of the Holders of Subscription Shares

Section 319A of the Companies Act 2006 requires the Directors to answer any question raised at the Meeting of the Holders of Subscription Shares 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 Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to:

• (d) 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
• (e) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting, 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 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.

10. Communications 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.

11. Website

A copy of the notice of the Meeting of the Holders of Subscription Shares, including these explanatory notes, is included on the Company's website, www.hendersonopportunitiestrust.com

12. Total voting rights at date of notice

As at 25 February 2014 (being the date prior to the publication of this Notice) the Company currently has in issue 1,639,652 Subscription Shares carrying one vote each. Therefore the total voting rights in the Company at the Meeting of Holders of Subscription Shares as at 25 February 2014 are 1,639,652.

Class Meeting Venue