Henderson Smaller Companies Investment Trust PLC — Proxy Solicitation & Information Statement 2014

Sep 9, 2014

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

ATTENDANCE CARD

for the Annual General Meeting to be held at 10.30 am on Friday 3 October 2014 at 201 Bishopsgate, London EC2M 3AE ('the Meeting')

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

The person named hereon is an investor through Halifax Share Dealing.

If as the named person you wish to attend the Meeting, please detach this Attendance Card and bring it with you to the Meeting.

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

VOTING INSTRUCTION FORM

for the Annual General Meeting to be held at 10.30 am on Friday 3 October 2014 at 201 Bishopsgate, London EC2M 3AE ('the Meeting')

This document is issued to you as an investor holding shares in an account managed by Halifax Share Dealing Limited ('HSDL'). 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 Thursday 25 September 2014.

Notes:

1. For the full text of the Resolutions, please refer to the Notice of Meeting in the accompanying circular to shareholders.
2. Shares are registered in the name of HSDL 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 and signed and sent to Customer Registration & Support Team HSDL, Lovell Park Road, Leeds LS1 1NS to be received by close of business on Thursday 25 September 2014. 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.
5. In accordance with an agreement with Henderson, the Nominee will exercise the voting rights of any shares held through Halifax Share Dealing that have not been exercised by the instructions of the individual investors. It will do so by voting for or against all the Resolutions to be put to the Meeting (or by withholding votes on such Resolutions) pro rata to the aggregate voting instructions for each Resolution received from those investors who have chosen to exercise their voting rights.

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Venue

The Meeting will be held at 10.30 am on Friday 3 October 2014 at the offices of Henderson Global Investors.

Please indicate your voting instructions by putting a 'X' in the appropriate box for each of the Resolutions

ORDINARY BUSINESS	For	Against	Vote withheld
1. To receive the Annual Report and Financial Statements for the year ended 31 May 2014.	☐	☐	☐
2. To approve the Directors' Remuneration Policy.	☐	☐	☐
3. To approve the Directors' Remuneration Report for the year ended 31 May 2014.	☐	☐	☐
4. To approve the final dividend of 8.0p per ordinary share.	☐	☐	☐
5. To re-elect Jamie Cayzer-Colvin as a Director of the Company.	☐	☐	☐
6. To re-elect David Lamb as a Director of the Company.	☐	☐	☐
7. To re-elect Beatrice Hollond as a Director of the Company.	☐	☐	☐
8. To re-elect Keith Percy as a Director of the Company.	☐	☐	☐
9. To re-elect Mary Ann Sieghart as a Director of the Company.	☐	☐	☐
10. To re-appoint PricewaterhouseCoopers LLP as Statutory Auditors to the Company.	☐	☐	☐
11. To authorise the Directors to determine the Auditors' remuneration.	☐	☐	☐
OTHER BUSINESS	For	Against	Vote withheld
12. To authorise the Directors to allot relevant securities.	☐	☐	☐
13. To dis-apply pre-emption rights when allotting ordinary shares.*	☐	☐	☐
14. To authorise the Company to make market purchases of preference stock.*	☐	☐	☐
15. To authorise the Company to make market purchases of ordinary shares.*	☐	☐	☐
16. To adopt the new Articles of Association of the Company. *	☐	☐	☐
* Special Resolution

Signature ____ Dated ____

H010936/0814 Halifax