Result of AGM

Henderson European Focus Trust PLC

25 January 2024

 

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

HENDERSON EUROPEAN FOCUS TRUST PLC

LEGAL ENTITY IDENTIFIER: 213800GS89AL1DK3IN50

25 January 2024

HENDERSON EUROPEAN FOCUS TRUST PLC

Annual General Meeting of the Company

held on Thursday, 25 January 2024

Henderson European Focus Trust plc (the 'Company') announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a poll. This included:

As an ordinary resolution:

§ Resolution 12: To authorise the directors to allot new ordinary shares up to 10% of the issued ordinary share capital;

As special resolutions:

§ Resolution 13: to authorise the directors to allot or sell from treasury up to 10% of the issued ordinary share capital without first offering them to existing shareholders in accordance with statutory pre-emption rights;

§ Resolution 14: to authorise the Company to make market purchases of up to 14.99% of the Company's issued ordinary share capital;

§ Resolution 15: to hold general meetings other than an annual general meeting on not less than 14 clear days' notice;

§ Resolution 16: to cancel the share premium account, subject to High Court approval

§ Resolution 17: To cancel the capital redemption reserve, subject to High Court approval

The full text of the resolutions can be found in the Notice of Annual General Meeting dated 12 December 2023 in the Annual Report for the year ended 30 September 2023 which can be viewed on the Company's website at: www.hendersoneuropeanfocus.com.

The poll results were as follows:

Resolution		Number of votes FOR	% of votes FOR	Number of votes AGAINST	% of votes AGAINST	Total votes cast	% Issued Share Capital	Votes withheld
Ordinary
1.	To receive the Annual Report and the audited financial statements for the year ended 30 September 2023	107,873,794	100.00	4,356	0.00	107,878,150	50.70%	10,914
2.	To approve the Directors' Remuneration Report for the year ended 30 September 2023	107,759,018	99.93	76,266	0.07	107,835,284	50.68%	53,780
3.	To approve the Directors' Remuneration Policy	107,761,278	99.93	70,146	0.07	107,831,424	50.68%	57,640
4.	To approve a final dividend of 3.05p per ordinary share	107,865,074	100.00	4,356	0.00	107,869,430	50.70%	19,634
5.	To elect Melanie Blake as a director of the Company	107,818,868	99.97	28,232	0.03	107,847,100	50.69%	41,964
6.	To re-elect Victoria (Vicky) Hastings as a director of the Company	107,808,570	99.97	35,312	0.03	107,843,882	50.69%	45,182
7.	To re-elect Robin Archibald as a director of the Company	107,799,965	99.96	43,917	0.04	107,843,882	50.69%	45,182
8.	To re-elect Stephen Macklow-Smith as a director of the Company	107,804,985	99.96	38,897	0.04	107,843,882	50.69%	45,182
9.	To re-elect Marco Maria Bianconi as a director of the Company	107,503,675	99.68	340,207	0.32	107,843,882	50.69%	45,182
10.	To re-appoint Ernst & Young LLP as the statutory auditor of the Company	107,804,574	99.95	54,152	0.05	107,858,726	50.69%	30,338
11.	To authorise the directors to determine the statutory auditor's remuneration	107,834,226	99.97	33,856	0.03	107,868,082	50.70%	20,982
12.	To authorise the directors to allot new ordinary shares	107,796,916	99.94	66,016	0.06	107,862,932	50.70%	26,132
Special
13.	To disapply pre-emption rights on the allotment or sale of ordinary shares	107,607,357	99.82	190,073	0.18	107,797,430	50.66%	91,634
14.	To authorise the Company to make market purchases of its own ordinary shares	107,813,266	99.96	38,896	0.04	107,852,162	50.69%	36,902
15.	To authorise general meetings (other than AGMs) to be held on 14 clear days' notice	107,602,562	99.75	272,369	0.25	107,874,931	50.70%	14,133
16.	To cancel the share premium account, subject to High Court approval	107,782,226	99.98	21,056	0.02	107,803,282	50.67%	85,782
17.	To cancel the capital redemption reserve, subject to High Court approval	107,776,852	99.98	18,344	0.02	107,795,196	50.66%	93,868

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 the close of business on 23 January 2024 (212,768,122), being the time at which a shareholder had to be registered in the register of members in order to vote at the annual general meeting.  A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.

The number of ordinary shares in issue at the date of this announcement is 216,389,910. On a poll the voting rights are one vote for every one share held.  The number of voting rights is therefore 212,768,122 (3,621,788 shares being held in Treasury).

The poll results will shortly be available on the Company's website at: www.hendersoneuropeanfocus.com.

The special business resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information please contact:

Dan Howe Head of Investment Trusts Janus Henderson Investors Tel: [phone]

Harriet Hall Investment Trust PR Director Janus Henderson Investors Tel: [phone]

Johana Woodruff For and on behalf of Janus Henderson Secretarial Services UK Limited Henderson European Focus Trust plc Tel: [phone]

 

END