Henderson Opportunities Trust PLC — Proxy Solicitation & Information Statement 2021

Feb 11, 2021

Henderson Opportunities Trust plc

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

There remain in place UK Government restrictions on larger gatherings as a result of the COVID-19 pandemic. Given these ongoing restrictions and the required social distancing measures, the Company's AGM will take place as a "closed meeting". The only attendees who will be permitted entry to the meeting will be Directors who will be present to form the quorum to allow the business to be conducted. Other shareholders, corporate representatives and proxies will not be able to attend the AGM and shareholders are therefore strongly encouraged to appoint the Chairman of the meeting as their proxy to ensure their vote counts.

Form of Proxy - Annual General Meeting to be held on 11 March 2021

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 9 March 2021 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 speak and vote on their behalf at the meeting. 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 returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 1. 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.
• 1. 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.
• 1. 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.
• 1. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1059 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 1. Any alterations made to this form should be initialled.

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.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

		*
	I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Henderson Opportunities Trust plc to be held at as a "closed meeting" on 11 March 2021 at 2.30 pm, and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.				Please use a black pen. Mark with an X inside the box as shown in this example.
1.	Ordinary Business To receive the Company's Report and audited Financial Statements for the year ended 31 October 2020.			For	Against	Vote Withheld
2,	To approve the Director's Remuneration Report for the year ended 31 October 2020.
3.	To approve a final dividend of 7.5p per share.
4.	To re-appoint Wendy Colquhoun as a Director of the Company.
5.	To re-appoint Davina Curling as a Director of the Company.
6.	To re-appoint Frances Daley as a Director of the Company.
7.	To re-appoint Chris Hills as a Director of the Company.
8.	To re-appoint BDO LLP as statutory auditors to the Company.
9.	To authorise the Directors to determine the remuneration of the statutory auditor.
	Other Business 10. To authorise the Directors to allot relevant securities.
	11. To dis-apply pre-emption rights.*
	12. To authorise the Company to make market purchases of its own shares.*
	13. To authorise a General Meeting, other than an AGM, be called on not less than 14 day's notice.*
	14. To approve and adopt the amended Articles of the Association.*

* Special Resolution

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).

H 7 5 7 0 1 H S I