JANUS HENDERSON FUND MANAGEMENT UK LIMITED
THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC
LEGAL ENTITY IDENITIFIER: 213800NE2NCQ67M2M998
7 October 2025
THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC
Annual General Meeting held on Tuesday 7 October 2025
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 continuation of the Company as an investment trust; 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 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, excluding Treasury shares; 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 2025 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 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 Company also announces that, from the conclusion of today's Annual General Meeting, Victoria Sant retired from the Board.
Poll Results for the Annual General Meeting held at 11.30 am on Tuesday 7 October 2025
| | 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 2025 | 24,243,316 | 99.95% | 12,907 | 0.05% | 24,256,223 | 38.62% | 22,474 |
| 2 | To approve the Directors' Remuneration Report for the year ended 31 May 2025 | 23,848,090 | 98.47% | 371,460 | 1.53% | 24,219,550 | 38.56% | 59,147 |
| 3 | To approve the final dividend of 20.5p per share | 24,252,692 | 99.95% | 11,389 | 0.05% | 24,264,081 | 38.63% | 14,661 |
| 4 | To re-appoint Penny Freer as a director | 22,896,350 | 94.50% | 1,331,748 | 5.50% | 24,228,098 | 38.57% | 50,599 |
| 5 | To re-appoint Kevin Carter as a director | 22,987,027 | 94.91% | 1,233,807 | 5.09% | 24,220,834 | 38.56% | 57,863 |
| 6 | To re-appoint Alexandra Mackesy as a director | 22,883,549 | 94.45% | 1,344,358 | 5.55% | 24,227,907 | 38.57% | 50,790 |
| 7 | To re-appoint Yen Mei Lim as a director | 22,981,774 | 94.88% | 1,240,104 | 5.12% | 24,221,878 | 38.56% | 56,819 |
| 8 | To re -appoint Michael Warren as a director | 22,987,423 | 94.90% | 1,234,115 | 5.10% | 24,221,538 | 38.56% | 57,159 |
| 9 | To re-appoint Forvis Mazars LLP as statutory auditor of the Company | 24,166,593 | 99.72% | 67,109 | 0.28% | 24,233,702 | 38.58% | 44,995 |
| 10 | To authorise the Audit and Risk Committee to determine the statutory auditor's remuneration | 24,216,125 | 99.90% | 24,186 | 0.10% | 24,240,311 | 38.59% | 38,386 |
| 11 | To authorise that the Company continues as an investment trust | 23,035,123 | 94.96% | 1,222,057 | 5.04% | 24,257,180 | 38.62% | 21,517 |
| 12 | To authorise the directors to allot new ordinary shares in an amount of up to 10% of the issued share capital | 23,904,344 | 98.55% | 352,066 | 1.45% | 24,256,410 | 38.62% | 22,287 |
| 13 | To authorise the directors to disapply pre-emption rights in respect of shares issued under resolution 12* | 23,847,496 | 98.36% | 398,798 | 1.64% | 24,246,294 | 38.60% | 32,403 |
| 14 | To authorise the Company to repurchase for cancellation all the Company's outstanding preference stock* | 24,208,656 | 99.83% | 42,410 | 0.17% | 24,251,066 | 38.61% | 27,631 |
| 15 | To authorise the directors to repurchase ordinary shares in an amount of up to 14.99% of the issued share capital* | 23,663,655 | 97.56% | 592,233 | 2.44% | 24,255,888 | 38.61% | 22,809 |
| 16 | To authorise the calling of a General Meeting other than an AGM on not less than 14 clear days' notice* | 23,862,140 | 98.48% | 367,918 | 1.52% | 24,230,058 | 38.57% | 48,639 |
* 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 3 October 2025, 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, including Treasury shares, is 74,385,131.
For further information please contact:
Janus Henderson Secretarial Services UK Ltd
Corporate Secretary to The Henderson Smaller Companies Investment Trust plc
Telephone: 020 7818 1818
Indriatti van Hien
Fund Manager
The Henderson Smaller Companies Investment Trust plc
Telephone: 020 7818 2059
Harriet Hall
PR Director, Investment Trusts
Janus Henderson Investors
Tel: 020 7818 2919
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