Henderson Opportunities Trust : Notice of Annual General Meeting

Henderson Opportunities Trust plc Notice of 2023 Annual General Meeting

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Notice is hereby given that the thirty-sixth Annual General Meeting of Henderson Opportunities Trust plc ("the Company") will be held at 201 Bishopsgate, London EC2M 3AE on Wednesday

8 March 2023 at 2.30 pm for the transaction of the following business:

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. To receive the Company's Annual Report and audited Financial Statements for the year ended 31 October 2022.
2. To approve the Directors' Remuneration Policy.
3. To approve the Directors' Remuneration Report for the year ended 31 October 2022.
4. To approve a final dividend of 13.0p per share.
5. To re-appoint Wendy Colquhoun as a Director of the Company.
6. To re-appoint Davina Curling as a Director of the Company.
7. To re-appoint Frances Daley as a Director of the Company.
8. To re-appoint Harry Morgan as a Director of the Company.
9. To re-appoint BDO LLP as statutory auditor to the Company.
10. To authorise the Directors to determine the remuneration of the statutory auditor.
11. THAT the Company continue as an Investment Trust.
12. THAT in substitution for all existing authorities the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares of 25p each in the capital of the Company and to grant rights to subscribe for, or to convert any security into, ordinary shares up to an aggregate nominal amount of £197,459 (or such amount being equivalent to 10% of the Company's issued ordinary share capital, excluding treasury shares, at the date of the passing of this resolution) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the AGM
    of the Company in 2024, but that the Directors may make an offer or agreement which would or might require ordinary shares to be allotted or rights to be granted after expiry of this authority and the Directors may allot ordinary shares and grant rights in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

To consider and, if thought fit, pass the following resolutions as special resolutions:

13 THAT, in substitution for all existing authorities and subject to the passing of resolution 12, the Directors be and are hereby empowered pursuant to section 570 and 573 of the Act to allot ordinary shares for cash pursuant to the authority conferred by resolution 12 above and to sell ordinary shares from treasury for cash as if section 561(1) of the Act did not apply to the allotment or sale, provided that this authority shall be limited to the allotment or sale of ordinary shares:

1. up to an aggregate nominal amount of £197,459 (or such other amount as shall be equivalent to 10% of the issued share capital at the date of passing of the resolution); and
2. at a price of not less than the net asset value per ordinary share;

and shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the next AGM of the Company in 2024, (unless previously renewed, varied or revoked, by the Company in general meeting), save that the Directors may before such expiry make an offer or agreement which would or might require equity securities to be allotted or sold from treasury after such expiry and the Directors may allot or sell ordinary shares and grant rights in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

14 THAT in substitution of all existing authorities the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 25p each in issue in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

1. the maximum number of ordinary shares which may be purchased is 14.99% of the Company's issued ordinary share capital as at the date of the passing of this resolution (equivalent to 1,183,966 ordinary shares, excluding treasury shares, at the date of this Notice);
2. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed the higher of:

1. 105% of the average of the middle market quotations for the shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and
2. the higher of the last independent trade and the highest current independent bid on the London Stock Exchange.

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Henderson Opportunities Trust plc Notice of 2023 Annual General Meeting

1. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 25p, being the nominal value per share;
2. the authority hereby conferred shall expire on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the AGM of the Company in 2024, unless such authority is renewed before expiry;
3. the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract; and
4. any ordinary shares so purchased shall be cancelled or, in accordance with the provisions of the Act or if the Directors so determine, be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

15 THAT a General Meeting other than an AGM may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the AGM in 2024.

By order of the Board

Janus Henderson Secretarial Services UK Limited Corporate Secretary

2 February 2023

Registered Office:

201 Bishopsgate London EC2M 3AE

AGM Venue

The 2023 AGM will be held at Janus Henderson Investors' offices at 201 Bishopsgate, London EC2M 3AE. It is a few minutes walk from Liverpool Street Station.

Henderson Opportunities Trust plc Notice of 2023 Annual General Meeting

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The information set out below is an explanation of the business to be considered at the 2023 Annual General Meeting ("AGM" or "Meeting"). The full text of the resolutions is set out on pages 1 and 2.

Resolutions 1 to 12 are proposed as ordinary resolutions. This means that, for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13 to 15 are proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Company's Annual Report and audited Financial Statements (ordinary resolution)

The Directors are required to lay before the Meeting the Annual Report and audited Financial Statements in respect of the financial year ended 31 October 2022 including the Strategic Report, Directors' report, the Independent Auditor's Report and the Directors' Remuneration Report. Shareholders will be given an opportunity at the Meeting to ask questions on these iitems before being invited to receive the Annual Report and audited Financial Statements. Shareholders can also submit questions on the Annual Report ahead of the Meeting by emailing itsecretariat@ janushenderson.com.

Resolution 2: Director's Remuneration Policy (ordinary resolution)

In accordance with legislation in relation to remuneration, shareholders are asked to approve the Director's Remuneration Policy every three years. The current Directors' Remuneration Policy was approved by shareholders at the AGM in 2020, and there have been no changes to the policy since that date. Shareholders are asked to approve the policy as set out in the Directors' Remuneration Report on page 43 of the Annual Report. The vote on this resolution is binding.

Resolution 3: Directors' Remuneration Report (ordinary resolution)

Shareholders are requested to approve the Directors' Remuneration Report for the year ended 31 October 2022 which is set out on pages 43 to 45 of the Annual Report. The vote is advisory and does not affect the remuneration payable to any individual Director. However the Board will take feedback from shareholders regarding remuneration and incorporate this into any future remuneration discussions.

Resolution 4: Final Dividend (ordinary resolution)

The payment of a final dividend is subject to approval by shareholders, although the scope to pay a lesser amount would be restricted by the Company's status as an investment trust. If approved, the dividend will be paid on 24 March 2023 to shareholders on the register as at 17 February 2023.

Resolutions 5 to 8: Re-appointment of Directors (ordinary resolutions)

In accordance with the Company's Articles of Association, all Directors will be retiring at the Meeting and offering themselves for re-appointment.

Resolution 5 relates to the re-appointment of Wendy Colquhoun, who joined the Board on 1 September 2018 and became Chairman of the Board in March 2021. Wendy is a qualified solicitor and has advised investment trust boards for over 25 years on advisory and transactional matters.

Resolution 6 relates to the re-appointment of Davina Curling, who joined the Board on 1 November 2019. Davina brings a wealth of fund management experience to the Board.

Resolution 7 relates to the re-appointment of Frances Daley, who joined the Board on 18 June 2015 and was appointed Audit and Risk Committee Chairman in March 2018. Frances has significant financial and commercial experience and is a Chartered Accountant.

Resolution 8 relates to the re-appointment of Harry Morgan, who joined the Board on 1 August 2021. Harry brings a wealth of investment management for private clients and financial adviser experience to the Board.

At its meeting in December 2022, the Nominations Committee reviewed the performance, contribution and commitment of the members of the Board and concluded that each of the Directors continues to bring extensive current and relevant business experience that allows them to contribute effectively to the leadership of the Company. Furthermore, having considered each Directors' experience and the nature of, and anticipated demands on his or her time by their other business commitments, the Board

The Board is therefore pleased to recommend the re-appointment of the Directors at the meeting.

A biography of each of the Directors is given on page 32 of the Annual Report.

Resolutions 9 and 10: Re-appointment and remuneration of the Auditors (ordinary resolutions)

In accordance with Sections 489 and 492 of the Act, shareholders are required to approve the appointment of the Company's auditor each year and to give the Directors authority to determine the auditors' remuneration. BDO LLP have expressed their willingness to continue as auditors to the Company. Resolution 9 relates to their reappointment and resolution 10 relates to the determination of their remuneration.

Resolution 11: Continuation Vote (ordinary resolution)

In accordance with the Company's Articles of Association, the Directors are required to put a resolution to shareholders every three years to approve the continuation of the Company as an investment trust. Shareholders last approved the continuation of the Company in 2020 and Resolution 11 continues this cycle.

Resolution 12: Authority to allot shares (ordinary resolution) On 10 March 2022 the Directors were granted authority to allot a limited number of new shares. No shares have been allotted under this authority, which will expire at the conclusion of the forthcoming AGM.

An ordinary resolution to renew this authority will be proposed at the AGM, which will allow the Directors to allot securities up to a maximum aggregate nominal amount of £197,459 (or such other amount being equivalent to 10% of the issued share capital, excluding treasury shares, at the date of the Meeting). The resolution is set out in full on page 1. If renewed, the authority will expire at the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the AGM in 2024.