Result of AGM

Henderson Smaller Cos Inv Tst PLC

07 October 2026

 

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

LEGAL ENTITY IDENITIFIER: 213800NE2NCQ67M2M998

7 October 2026

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

Annual General Meeting held on Tuesday 6 October 2026

The Henderson Smaller Companies Investment Trust plc (the "Company") announces that at the Annual General Meeting held yesterday all resolutions proposed were duly passed on a poll. This included the following resolutions authorising:

Ordinary resolutions:

§ an increase in the aggregate fees payable to the directors to £300,000 per financial year; and

§ 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 10% of the issued ordinary share capital at today's date, excluding Treasury shares;

§ market purchases of the Company's ordinary shares up to a maximum of 14.99% of the issued ordinary share capital, excluding Treasury shares;

§ a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice; and

§ the adoption of amended Articles of Association of the Company with effect from the conclusion of the annual general meeting, in substitution of, the existing Articles of Association.

The full text of all the resolutions can be found in the Notice of 2026 Annual General Meeting in the Company's Annual Report, which is available for viewing on the Company's website at www.hendersonsmallercompanies.com. The poll results will shortly be available on the Company's website at www.hendersonsmallercompanies.com. The special 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.

Poll Results for the Annual General Meeting ("AGM") held at 11.30 am on Tuesday 6 October 2026

	Resolution	Number of votes FOR	% of votes FOR	Number of votes AGAINST	% of votes AGAINST	Total votes cast (excluding votes withheld)	Total votes cast (excl 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 2026	19,060,601	99.89%	21,502	0.11%	19,082,103	35.71%	18,006
2	To approve the Directors' Remuneration Report for the year ended 31 May 2026	18,436,103	96.72%	625,612	3.28%	19,061,715	35.67%	38,394
3	To approve the Directors' Remuneration Policy	18,428,104	96.70%	629,264	3.30%	19,057,368	35.67%	42,741
4	To approve an increase in the aggregate fees payable to the directors to £300,000 per financial year	18,341,771	96.30%	704,268	3.70%	19,046,039	35.65%	54,070
5	To approve the final dividend of 21.5p per share	19,074,496	99.97%	5,838	0.03%	19,080,334	35.71%	19,775
6	To re-appoint Penny Freer as a director	18,491,271	96.98%	575,176	3.02%	19,066,447	35.68%	33,662
7	To re-appoint Kevin Carter as a director	18,511,096	97.09%	555,351	2.91%	19,066,447	35.68%	33,662
8	To re-appoint Alexandra Mackesy as a director	18,502,506	97.04%	563,941	2.96%	19,066,447	35.68%	33,662
9	To re-appoint Yen Mei Lim as a director	18,495,125	97.01%	569,519	2.99%	19,064,644	35.68%	35,465
10	To re -appoint Michael Warren as a director	18,512,896	97.10%	553,551	2.90%	19,066,447	35.68%	33,662
11	To re-appoint Forvis Mazars LLP as statutory auditor of the Company	19,040,583	99.83%	32,009	0.17%	19,072,592	35.70%	27,517
12	To authorise the Audit and Risk Committee to determine the statutory auditor's remuneration	18,536,161	97.19%	535,227	2.81%	19,071,388	35.69%	28,721
13	To authorise the directors to allot new ordinary shares in an amount of up to 10% of the issued share capital	18,522,736	97.11%	551,625	2.89%	19,074,361	35.70%	25,748
14	To authorise the directors to disapply pre-emption rights in respect of shares issued under resolution 13*	18,466,058	96.80%	611,378	3.20%	19,077,436	35.70%	22,673
15	To authorise the directors to repurchase ordinary shares in an amount of up to 14.99% of the issued share capital*	19,046,835	99.82%	34,225	0.18%	19,081,060	35.71%	19,049
16	To authorise the calling of a General Meeting other than an AGM on not less than 14 clear days' notice*	18,449,077	96.73%	623,848	3.27%	19,072,925	35.70%	22,900
17	To approve and adopt the amended Articles of Association of the Company*	18,412,174	96.60%	647,866	3.40%	19,060,040	35.67%	39,769

* Special resolution

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 2 October 2026, 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. Each ordinary share carries one vote.

The total number of ordinary shares in issue in the Company at the date of this announcement, is 74,385,131, of which 20,985,040 shares are held in Treasury (although 31,858 of those shares are yet to settle and have therefore been excluded from the poll results above). As at the date of this announcement the Company's total voting rights therefore comprises 53,400,091 shares with one vote each (although 31,858 of those shares are yet to settle and have therefore been excluded from the poll results above).

For further information please contact:

Janus Henderson Secretarial Services UK Ltd

Corporate Secretary to The Henderson Smaller Companies Investment Trust plc

Telephone: [phone]

E-mail: [e-mail]

Indriatti van Hien

Fund Manager

The Henderson Smaller Companies Investment Trust plc

Telephone: [phone]

Harriet Hall

PR Director, Investment Trusts

Janus Henderson Investors

Tel: [phone]

 

END