Henderson High Income Trust : 2024 AGM Resolutions

Registered No: 02422514

The Companies Act 2006

Company Limited by Shares

RESOLUTIONS

of

HENDERSON HIGH INCOME TRUST PLC

Passed on 14 May 2024

At the Annual General Meeting of Henderson High Income Trust plc, duly convened and held on Tuesday 14 May 2024, the following Resolutions were duly passed under Other Business:

ORDINARY RESOLUTIONS

1. 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 10.35p per ordinary share.
2. 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 £860,708 (equivalent to 10% of the Company's issued ordinary share capital 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 2025, 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

12. THAT, in substitution for all existing authorities and subject to the passing of resolution 11, 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 11 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 £860,708

(equivalent to 10% of the Company's issued ordinary share capital at the date of the passing of this resolution); and

1. 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 2025, 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.

1. 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:
2. 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 25,804,040 ordinary shares);
   2. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed the higher of: i) 5% above the average market price of the equity shares for the five business days prior to the day the purchase is made; and ii) 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;
   3. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 5p, being the nominal value per share;
   4. 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 2025 (unless such authority is previously renewed, varied or revoked by the Company in general meeting);
   5. 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
   6. 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.
3. 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 2025.