Henderson High Income Trust : Notice of 2023 Annual General Meeting

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Henderson High Income Trust plc Notice of 2023 Annual General Meeting

Henderson High Income Trust plc Notice of 2023 Annual General Meeting

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Notice is hereby given that the 34th Annual General Meeting of Henderson High Income Trust plc ('the Company') will be held at

201 Bishopsgate, London EC2M 3AE on Tuesday, 16 May 2023 at 12 noon for the purposes of considering and, if thought fit, pass the following resolutions, of which Resolutions 1 to 12 will be proposed as Ordinary Resolutions and Resolutions 13 to 15 will be proposed as Special Resolutions:

Ordinary Resolutions

1. To receive the Annual Report and audited financial statements for the year ended 31 December 2022.
2. To approve the Directors' Remuneration Policy as set out in the Directors' Remuneration Report.
3. To approve the Directors' Remuneration Report for the year ended 31 December 2022.
4. To re-appoint Jeremy Rigg as a Director of the Company.

5 To re-appoint Richard Cranfield as a Director of the Company.

1. To re-appoint Zoe King as a Director of the Company.
2. To re-appoint Jonathan Silver as a Director of the Company.
3. To appoint Francesca Ecsery as a Director of the Company.
4. To re-appoint PricewaterhouseCoopers LLP as statutory auditor to the Company.
5. To authorise the Directors to determine the statutory auditor's remuneration.
6. THAT the shareholders approve the Company's dividend policy to continue to pay four quarterly interim dividends, which in the year under review have totalled 10.15p per ordinary share.
7. 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 relevant securities (within the meaning of Section 551 of the Act) in the capital of the Company, up to an aggregate nominal amount of £648,981 (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 annual general meeting of the Company in 2024, save that the Directors may make an offer or agreement which would or might require relevant securities to be allotted after expiry of this authority and the Directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

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 Sections 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:

1. to the allotment or sale of equity securities whether by way of a rights issue, open offer or otherwise to ordinary shareholders and/or holders of any other securities in accordance with the rights of those securities where the equity securities respectively attributable to the interests of all ordinary shareholders and/or such holders are proportionate (or as nearly as may be) to the respective numbers of ordinary shares and such equity securities held by them (or are otherwise allotted in accordance with the rights attaching to such equity securities) subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or local or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever;
2. to the allotment or sale (otherwise than pursuant to sub- paragraph (a) above) of equity securities up to a maximum aggregate nominal value of £648,981 (or such amount being equivalent to 10% of the Company's issued ordinary share capital at the date of the passing of this resolution); and
3. to the allotment or sale of equity securities at a price not less than the net asset value per share;

and shall expire on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the annual general meeting of the Company in 2024, 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 after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

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Henderson High Income Trust plc Notice of 2023 Annual General Meeting

14 THAT in substitution for all existing authorities the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 5p 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 at the date of the passing of this resolution (equivalent to 19,456,462 ordinary 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:
3. 1. 5% above the average market price of the equity shares for the five business days prior to the day the purchase is made; and
   2. the amount being the higher price of the last independent trade and the highest current independent bid on the London Stock Exchange for a share in the Company;
4. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 5p, being the nominal value per share;

1. 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 annual general meeting of the Company in 2024 (unless such authority is previously renewed, varied or revoked by the Company in general meeting);
2. the Company may make a contract to purchase ordinary shares under the authority hereby conferred 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
3. any ordinary shares so purchased shall be cancelled 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 annual general meeting may be called on not less than 14 clear days' notice. Such authority to expire at the conclusion of the annual general meeting of the Company in 2024.

By order of the Board

Janus Henderson Secretarial Services UK Limited Corporate Secretary

30 March 2023

Registered office:

201 Bishopsgate, London EC2M 3AE

The 34th Annual General Meeting will be held at Janus Henderson Investors' offices at 201 Bishopsgate, London EC2M 3AE. It is a few minutes walk from Liverpool Street Station and from Moorgate Underground Station.

Henderson High Income 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 Meeting.

Resolutions 1 to 12 are proposed as Ordinary Resolutions. This means that for each of those 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 those resolutions to be passed at least three-quarters of the votes cast must be in favour of the resolution.

Ordinary Business

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 December 2022.

Shareholders are invited to receive the Annual Report and audited financial statements.

Resolution 2: Approval of the Directors' Remuneration Policy (ordinary resolution)

In accordance with legislation in relation to remuneration, shareholders will be asked to approve the Company's remuneration policy every three years. Shareholders last approved the Remuneration Policy 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. The vote on this resolution is binding.

Resolution 3: Approval of the Directors' Remuneration Report (ordinary resolution)

Shareholders are requested to approve the Remuneration Report which is set out on pages 47 to 49 of the Annual Report. This 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.

Resolutions 4 to 8: Re-appointment/appointment of Directors (ordinary resolutions)

Resolution 4 relates to the re-appointment of Jeremy Rigg as a Director of the Company. Jeremy was appointed to the Board on 1 April 2018. Jeremy was appointed as Chairman of the Board, the Management Engagement Committee and the Insider Committee on 24 May 2021.

Resolution 5 relates to the re-appointment of Richard Cranfield as a Director of the Company. Richard was appointed to the Board on 1 March 2020.

Resolution 6 relates to the re-appointment of Zoe King as a Director of the Company. Zoe was appointed to the Board on 1 April 2016 and became the Senior Independent Director on 23 June 2020. Zoe is also Chairman of the Nominations & Remuneration Committee.

Resolution 7 relates to the re-appointment of Jonathan Silver as a Director of the Company. Jonathan was appointed to the Board on 2 January 2019 and subsequently became Chairman of the Audit & Risk Committee on 8 May 2019.

Resolution 8 relates to the appointment of Francesca Ecsery as a Director of the Company. Francesca was appointed to the Board on 31 December 2022.

The Board has reviewed the performance and commitment of the Directors standing for re-appointment and appointment considers that each of the Directors should continue in office as they bring wide, current and relevant business experience that allows them to contribute

nature of, and anticipated demands on his or her time by virtue of their other business commitments, each Director is able to commit the time required to fulfil his or her responsibilities as a Director of the Company.

All the Directors are considered independent for the purposes of the Code of Corporate Governance issued by the Association of Investment Companies. Biographical details for the Directors are shown on pages 35 to 36 of the Annual Report.

Resolutions 9 and 10: Re-appointment and remuneration of the statutory auditor (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 authority to the Directors to determine their remuneration. PricewaterhouseCoopers LLP ('PwC') were re-appointed as the auditor at the 2022 AGM in respect of the year ended 31 December 2022. Following satisfactory performance, the Company is recommending the re-appointment of PwC in respect of the year ending 31 December 2023 and seeking authority for the Directors to determine their remuneration.

Other Business

Resolution 11: Approval of dividend policy (ordinary resolution) The Directors seek approval of the Company's dividend policy to continue to pay four quarterly interim dividends each year. In the year ended 31 December 2022 these four quarterly dividends totalled 10.15p per ordinary share.

Resolution 12: Authority to allot shares (ordinary resolution)

At the AGM on 24 May 2022, the Directors were granted authority to issue 12,917,127 new ordinary shares. 625,000 shares have been issued under this authority, which will expire at the forthcoming AGM.

Accordingly, an ordinary resolution to renew this authority will be proposed at the forthcoming AGM, which will allow the Directors to allot shares up to a maximum of 10% of the issued share capital, excluding treasury shares, which at the date of publication of this Notice was 12,979,627 shares (aggregate nominal value of £648,981).

The resolution is set out in full in this Notice on page 3. If renewed, the authority shall expire on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the Company's annual general meeting in 2024 unless such authority is renewed before that expiry.

Resolution 13: Power to disapply pre-emption rights (special resolution)

At the AGM on 24 May 2022, the Directors were given authority to allot or sell up to 12,917,127 shares without first having to offer these to existing shareholders in accordance with statutory pre-emption procedures. The Directors have issued 625,000 new shares under this power, and may disapply pre-emption rights in respect of any shares issued under the remaining authority up to the 2023 AGM when the current authority will expire.

Resolution 13 therefore proposes to renew the Directors' annual authority to allot or sell ordinary shares in the capital of the Company, for cash or from treasury, pursuant to resolution 12, up to a maximum of 12,979,627 shares (aggregate nominal value of £648,981 or such amount being 10% of the Company's issued ordinary share capital, excluding treasury shares, as at the date of the passing of this resolution), without first having to offer these shares to existing shareholders. If renewed, the power shall expire on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the Company's annual general meeting in 2024 unless such authority is renewed before that expiry.