JANUS HENDERSON FUND MANAGEMENT UK LIMITED
THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC
LEGAL ENTITY IDENITIFIER: 213800NE2NCQ67M2M998
5 October 2023
THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC
Annual General Meeting held on Thursday 5 October 2023
The Henderson Smaller Companies Investment Trust plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a poll. This included the following resolutions authorising:
Ordinary resolution:
§ the allotment of up to 10% of issued share capital;
Special resolutions:
§ the allotment or sale from treasury of ordinary shares for cash on a non-pre-emptive basis up to a nominal value of £1,867,544 (equivalent to 10% of the issued ordinary share capital at today's date);
§ market purchases of the preference stock units of the Company;
§ market purchases of the Company's ordinary shares up to a maximum of 14.99% of the issued ordinary share capital (equivalent to 11,197,799 ordinary shares as at today's date) at the maximum price per share (exclusive of expenses) not exceeding the higher of: i) 105% of the average middle market quotations for the five business days preceding the date of purchase; and ii) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange; and
§ a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
The full text of all the resolutions can be found in the Notice of 2023 Annual General Meeting in the Company's Annual Report, which is available for viewing at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The poll results will shortly be available on the Company's website at:
www.hendersonsmallercompanies.com
The special business resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection on the NSM's website at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The poll results received in relation to each resolution were as follows:
Poll Results for the Annual General Meeting held at 11.30 am on Thursday 5 October 2023
7
|
| Resolution | Number of votes FOR | % of votes FOR | Number of votes AGAINST | % of votes AGAINST | Total votes cast (excluding votes withheld) | Total votes cast (excluding votes withheld) as % of total voting rights | Number of votes withheld |
| 1 | To receive the Annual Report and audited financial statements for the year ended 31 May 2023 | 20,301,364 | 86.83% | 3,079,348 | 13.17% | 23,380,712 | 31.30% | 23,136 |
| 2 | To approve the Directors' Remuneration Report for the year ended 31 May 2023 | 23,223,290 | 99.56% | 102,825 | 0.44% | 23,326,115 | 31.23% | 77,733 |
| 3 | To approve the Directors' Remuneration Policy | 23,215,998 | 99.54% | 106,236 | 0.46% | 23,322,234 | 31.22% | 79,823 |
| 4 | To approve the final dividend of 19.0p per share | 23,370,086 | 99.96% | 10,007 | 0.04% | 23,380,093 | 31.30% | 23,755 |
| 5 | To appoint Yen Mei Lim as a director | 23,313,322 | 99.80% | 47,376 | 0.20% | 23,360,698 | 31.27% | 43,150 |
| 6 | To re-appoint Penny Freer as a director | 23,127,031 | 98.99% | 236,523 | 1.01% | 23,363,554 | 31.28% | 40,294 |
| 7 | To re-appoint Kevin Carter as a director | 23,124,882 | 98.98% | 237,350 | 1.02% | 23,362,232 | 31.27% | 41,616 |
| 8 | To re-appoint Alexandra Mackesy as a director | 23,124,927 | 98.98% | 238,430 | 1.02% | 23,363,357 | 31.28% | 40,491 |
| 9 | To re-appoint Victoria Sant as a director | 23,126,892 | 98.99% | 236,662 | 1.01% | 23,363,554 | 31.28% | 40,294 |
| 10 | To re-appoint Michael Warren as a director | 23,130,687 | 98.99% | 236,903 | 1.01% | 23,367,590 | 31.28% | 36,258 |
| 11 | To re-appoint Mazars LLP as statutory auditor to the Company | 23,329,478 | 99.83% | 40,853 | 0.17% | 23,370,331 | 31.28% | 33,517 |
| 12 | To authorise the Audit and Risk Committee to determine the auditor's remuneration | 23,355,750 | 99.93% | 15,906 | 0.07% | 23,371,656 | 31.29% | 32,192 |
| 13 | To authorise the directors to allot new ordinary shares in an amount of up to 10% of the issued share capital | 23,322,063 | 99.80% | 45,951 | 0.20% | 23,368,014 | 31.28% | 35,834 |
| 14 | To authorise the directors to disapply pre-emption rights in respect of shares issued under resolution 13* | 23,264,242 | 99.59% | 96,690 | 0.41% | 23,360,932 | 31.27% | 42,916 |
| 15 | To authorise the Company to repurchase for cancellation all the Company's outstanding preference stock* | 23,341,876 | 99.88% | 27,157 | 0.12% | 23,369,033 | 31.28% | 34,815 |
| 16 | To authorise the directors to repurchase ordinary shares in an amount of up to 14.99% of the issued share capital* | 23,007,398 | 98.44% | 365,420 | 1.56% | 23,372,818 | 31.29% | 31,030 |
| 17 | To authorise the calling of a general meeting other than an AGM on not less than 14 clear days' notice* | 23,305,815 | 99.69% | 72,261 | 0.31% | 23,378,076 | 31.30% | 25,772 |
For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at close of business on 3 October 2023 (74,701,796), being the time at which a shareholder had to be registered in the register of members in order to attend and vote at the AGM. A vote 'withheld' is not a vote in law and has therefore not been counted as a vote 'for' or 'against' any resolutions. The number of ordinary shares in issue at the date of this announcement is 74,701,796. No shares are held in treasury. Each ordinary share carries one vote.
For further information please contact:
Johana Woodruff
Janus Henderson Secretarial Services UK Ltd
Corporate Secretary to The Henderson Smaller Companies Investment Trust plc
Telephone: 020 7818 2220
Neil Hermon
Fund Manager
The Henderson Smaller Companies Investment Trust plc
Telephone: 020 7818 4351
Harriet Hall
Investment Trust PR Manager
Janus Henderson Investors
Tel: 020 7818 2919
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