Henderson Opportunities Trust PLC — Proxy Solicitation & Information Statement 2025

Jan 8, 2025

Henderson Opportunities Trust plc

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:

The Chairman of Henderson Opportunities Trust plc invites you to attend the General Meeting of the Company to be held at 201 Bishopsgate, London EC2M 3AE on Tuesday 4 February 2025 at 10am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy – Requisitioned General Meeting to be held on 4 February 2025

Cast your Proxy onlineIt's fast, easy and secure!	Control Number: 920519
www.investorcentre.co.uk/eproxy	SRN:
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.	PIN:
View the Notice of Meeting online: www.hendersonopportunitiestrust.com

YOUR VOTE IS IMPORTANT - COMPLETE, SIGN AND RETURN THE FORM OF PROXY OVERLEAF

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 31 January 2025 at 10am.

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 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. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 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 marking 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.
• 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 a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform 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.
• 1. 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.

All Named Holders

YOUR VOTE IS IMPORTANT COMPLETE, SIGN AND RETURN THE FORM OF PROXY BELOW

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 General Meeting of Henderson Opportunities Trust plc to be held at 201 Bishopsgate, London EC2M 3AE on 4 February 2025 at 10am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X inside the box as shown in this example. X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

PLEASE PUT AN 'X' IN THIS BOX TO VOTE IN LINE WITH THE BOARD'S RECOMMENDATIONS FOR ALL ORDINARY RESOLUTIONS

By placing an 'X' in this box no further voting action is required and votes will be cast 'AGAINST' all of the Resolutions. By placing an 'X' in this box you have superseded any individual voting resolutions below. If you wish to vote on all Resolutions below individually, please do not place an 'X' in this box.

Ordinary Resolution			Against	Vote Withheld
	1. To remove Wendy Colquhoun as a director of the Company.
2.	To remove Davina Curling as a director of the Company.
	3. To remove Frances Daley as a director of the Company.
	4. To remove Harry Morgan as a director of the Company.
	5. To appoint Simon Reeves as a director of the Company.
	6. To appoint Paul Kazarian as a director of the Company.
	Intention to Attend_____________________
Please indicate if you intend to attend the General Meeting

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, DD stating their capacity (e.g. director, secretary). / MM / YY

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