Henderson Smaller Companies Investment Trust PLC — Proxy Solicitation & Information Statement 2017

May 31, 2017

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC
ATTENDANCE CARD

for the Annual General Meeting to be held at 11.30 am on Thursday 5 October 2017 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 11.30 am on Thursday 5 October 2017 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 Wednesday 27 September 2017.

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 Wednesday 27 September 2017. 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 11.30 am on Thursday 5 October 2017 at the offices of Janus Henderson Investors.

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

ORDINARY RESOLUTIONS	For	Against	Vote withheld
1. To receive the Annual Report and audited financial statements for the year ended 31 May 2017.	☐	☐	☐
2. To approve the Company's Remuneration Policy	☐	☐	☐
3. To approve the Directors' Remuneration Report for the year ended 31 May 2017.	☐	☐	☐
4. To approve the final dividend of 13.0p per ordinary share.	☐	☐	☐
5. To re-appoint Jamie Cayzer-Colvin as a Director of the Company.	☐	☐	☐
6. To re-appoint Beatrice Hollond as a Director of the Company.	☐	☐	☐
7. To re-appoint David Lamb as a Director of the Company.	☐	☐	☐
8. To re-appoint Victoria Sant as a Director of the Company.	☐	☐	☐
9. To re-appoint 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.	☐	☐	☐
12. To authorise the Directors to allot relevant securities.	☐	☐	☐
SPECIAL RESOLUTIONS	For	Against	Vote withheld
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 authorise a general meeting, other than an Annual General Meeting, to be called on not less than 14 clear days notices.	☐	☐	☐

Signature ____ Dated ____

H029816/0617 Halifax