Henderson International Income Trust : Notice of Annual General Meeting

Notice is hereby given that the annual general meeting

of Henderson International Income Trust plc (the "Company") will be held on Wednesday, 7 December 2022 at 2.30pm.

Ordinary Business

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

1. To receive the annual report and the audited financial statements for the year ended 31 August 2022.
2. To approve the directors' remuneration report for the year ended 31 August 2022.
3. To re-appoint Richard Hills as a director of the Company.
4. To re-appoint Aidan Lisser as a director of the Company.
5. To re-appoint Lucy Walker as a director of the Company.
6. To re-appoint Jo Parfrey as a director of the Company.
7. To re-appoint BDO LLP as statutory auditors to the Company.
8. To authorise the directors to determine the statutory auditors' remuneration.
9. 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 7.25p per ordinary share.
10. THAT, in substitution for all existing authorities, the directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares of 1p each in the capital of the Company ("ordinary shares") and to grant rights to subscribe for, or to convert any security into, ordinary shares up to an aggregate nominal amount of £195,978 (or such other amount as shall be equivalent to 10% of the issued ordinary share capital at the date of passing of the resolution, excluding shares held in treasury) 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 and the conclusion of the annual general meeting of the Company in 2023, save that the directors may before such expiry make an offer or enter into an agreement which would or might require ordinary shares to be allotted or rights to be granted after such expiry and the directors may allot ordinary shares and grant rights in pursuance of such an 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:

11 THAT, in substitution for all existing authorities and subject to the passing of resolution 10, 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 10 above and to sell ordinary shares from treasury for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be limited to the allotment or sale of ordinary shares:

1. up to a maximum aggregate nominal amount of £195,978 (or such other amount as shall be equivalent to 10% of the issued ordinary share capital at the date of passing of the resolution, excluding shares held in treasury), 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 or the conclusion of the annual general meeting of the Company in 2023 (unless previously renewed, varied or revoked, by the Company in general meeting), save that the directors may before such expiry make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold from treasury after such expiry and the directors may allot ordinary shares or sell ordinary shares from treasury pursuant to any such offer or agreement as if this authority had not expired.

12 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 1p each 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 aggregate number of ordinary shares hereby authorised to be purchased is 14.99% of the Company's issued ordinary share capital at the date of passing of this resolution (equivalent to 29,377,209 ordinary shares as at 26 October 2022, being the last practicable date prior to publication of this notice) excluding shares held in treasury;
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 1p, being the nominal value per share;

1. 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 middle market quotations for an ordinary share taken from the London Stock Exchange

Daily Official List for the five business days immediately preceding the date of purchase; and

1. 1. the value of an ordinary share calculated on the basis of the higher of the price quote for: (1) the last independent trade of, and (2) the highest current independent bid for any number of the ordinary shares on the London Stock Exchange;
2. the authority hereby conferred shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the annual general meeting of the Company in 2023 (unless previously renewed, varied or revoked, by the Company in general meeting);
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 completed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to such contract; and

1. any ordinary share so purchased shall be:
2. 1. cancelled immediately upon completion of the purchase; or
   2. held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

13 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 2023.

By order of the board

Janus Henderson Secretarial Services UK Limited

Corporate Secretary

27 October 2022

Registered Office:

201 Bishopsgate London EC2M 3AE

Annual general meeting venue

The annual general meeting will be held at 2.30pm

on Wednesday, 7 December 2022, at 201 Bishopsgate, London EC2M 3AE (12th Floor). The building is a few minutes' walk from Liverpool Street Station.

Resolutions 1 to 10 are proposed as ordinary resolutions, which, to be passed, require more than half of the votes cast to be in favour of the resolution. Resolutions 11 to 13 are proposed as special resolutions, which, to be passed, require at least three- quarters of the votes cast to be in favour of the resolution.

Resolution 1 - Company's annual report (ordinary resolution)

The first item of business concerns the annual report. The directors are required to lay before the meeting the annual report and financial statements of the Company for the year ended

31 August 2022, including the strategic report, directors' report, the independent auditors' report on the financial statements and the directors' remuneration report. Shareholders will be given an opportunity at the meeting to ask questions on the annual report. At the end of the discussion, members will be invited to receive the annual report and audited financial statements.

Resolution 2 - directors' remuneration report (ordinary resolution)

Shareholders are requested to approve the directors' remuneration report for the year ended 31 August 2022, which is set out on pages 50 to 52 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.

Resolutions 3 to 6 - re-appointment of directors (ordinary resolutions)

All the directors will offer themselves for re-appointment at the annual general meeting in line with the UK Corporate Governance Code provisions. Resolutions 3 to 6 are to seek the re-appointment of Richard Hills, Aidan Lisser, Lucy Walker and Jo Parfrey respectively.

At its meeting in July 2022, the nominations and remuneration committee reviewed the performance, contribution and commitment of each of the directors. The committee considers that each director continues to bring extensive, current and relevant business experience that allows them to contribute effectively to the leadership of the Company. Furthermore, the board is satisfied that, having considered each director's experience and the nature of, and anticipated demands on his or her time by 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. The board is therefore pleased to recommend the re-appointment of the directors at the meeting.

Richard Hills will become chairman of the Company following the retirement of Simon Jeffreys at the conclusion of the AGM. Richard's career has been in the investment management industry where he has held senior executive positions at two large asset management companies. More recently he has been a non-executive director of a number of investment companies, both listed and private, including Henderson Global Trust plc. He is currently chairman of Strategic Equity Capital plc and a director of EQT Services (UK) Limited.

Aidan is a non-executive director of JP Morgan Emerging Markets Investment Trust plc where he is chair-designate, and of the Edinburgh Investment Trust plc. He was previously a non-executive director of Henderson Global Trust plc. He is also a marketing ambassador for the Association of Investment Companies, a board member of Chapter Zero Limited and a trustee of Crossways Community Charity. From 2010 until 2020 he worked for Investec Wealth & Investment as chief marketing officer and subsequently as head of strategy and before this

he held senior marketing roles at Allianz Global Investors and Standard Chartered Bank plc. Previously he spent over twenty years at Unilever plc, including seven years based in China and Thailand.

Lucy is chair of Aurora Investment Trust plc and an independent member of the audit & risk committee for SportsAid. She spent over a decade in investment management, most recently as fund manager and Head of Third Party Funds at Sarasin & Partners, leading the team responsible for researching over £1.2 billion of assets under management, and before that worked at HSBC Global Asset Management. In 2020 she founded AM Insights to help fund researchers deliver more successful client outcomes with a fast, intuitive and mobile-friendly fund research platform. Following the retirement of Simon Jeffreys at the conclusion of the AGM, Lucy will take over the role of senior independent director from Richard Hills.

Jo is a chartered accountant and has strong investment and financial, analytical and risk management skills. She is currently a non-executive director of Octopus AIM VCT plc, non-executive chair of Babraham Research Campus Limited and a non-executive director and chair of the audit committees at Start Codon Ltd and Ieso Digital Health Limited. She has been a Mentor to the Accelerate Programme at Judge Business School, Cambridge University.

Resolutions 7 and 8 - re-appointment and remuneration of the statutory auditors (ordinary resolutions)

In accordance with sections 489 and 492 of the Companies Act 2006, shareholders are required to approve the appointment of the Company's auditors each year. BDO LLP have expressed their willingness to continue as auditors to the Company. Following a satisfactory performance evaluation, the board is recommending their re-appointment (resolution 7) and seeking authority for the directors to determine their remuneration (resolution 8).

Resolution 9 - approval of dividend payment policy (ordinary resolution)

The Company's policy is to pay dividends on a quarterly basis, with dividends declared in January, April, July and October and paid in February, May, August and November each year. As the fourth dividend is payable prior to the AGM, which is held in December each year, it is declared as an interim dividend and there is accordingly no final dividend.