Henderson Smaller Companies Investment Trust PLC

Proxy Solicitation & Information Statement • Aug 14, 2023

The Henderson Smaller Companies Investment Trust plc

Attendance Card

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

The Chair of The Henderson Smaller Companies Investment Trust plc invites you to attend the Annual General Meeting of the Company to be held at 201 Bishopsgate, London EC2M 3AE on 5 October 2023 at 11.30 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on Thursday, 5 October 2023

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 11.30 am on Tuesday, 3 October 2023.

Explanatory Notes:

• 1. Every holder has the right to appoint another person of their choice as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. The proxy need not be a shareholder. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy in the space provided (see reverse). If the proxy is being appointed for less than your full voting entitlement, please enter in the box next to the proxy's name (see reverse) the number of shares for 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 their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
• 2. To appoint more than one proxy, additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1057 or you may photocopy this form. Please indicate in the box next to the proxy's name (see reverse) the number of shares for 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.
• 3. 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 calculating the proportion of votes 'For' and 'Against' a resolution.
• 4. 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 two days before the day of the meeting. Changes to entries on the Register of Members after that

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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.

time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

• 5. 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.
• 6. 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 1057 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Form of Proxy

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

I/We hereby appoint the Chair 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 The Henderson Smaller Companies Investment Trust plc to be held at 201 Bishopsgate, London EC2M 3AE on 5 October 2023 at 11.30 am, 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.			Vote			Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	To receive the Annual Report and the audited financial statements for the year ended 31 May 2023.				10.	To re-appoint Michael Warren as a director of the Company.
2.	To approve the Directors' Remuneration Report for the year ended 31 May 2023.				11.	To re-appoint Mazars LLP as the statutory auditor of the Company.
3.	To approve the Directors' Remuneration Policy.				12.	To authorise the Audit and Risk Committee to determine the statutory auditor's remuneration.
4.	To approve a final dividend of 19.0p per ordinary share.				13.	To authorise the directors to allot shares under section 551 of the Companies Act 2006.
5.	To appoint Yen Mei Lim as a director of the Company.				14.	Special Resolutions To authorise the Company to disapply pre-emption rights on the allotment or sale of ordinary shares.
6.	To re-appoint Penny Freer as a director of the Company.				15.	To authorise the Company to make market purchases of preference stock.
7.	To re-appoint Kevin Carter as a director of the Company.				16.	To authorise the Company to make market purchases of ordinary shares.
8.	To re-appoint Alexandra Mackesy as a director of the Company.				17.	To authorise a general meeting, other than an Annual General Meeting, to be called on not less than 14 clear days' notice.
9.	To re-appoint Victoria Sant as a director of the Company.

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

1	MARKERSONA	00 19	-	and Super

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).

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