JANUS HENDERSON FUND MANAGEMENT UK
LIMITED
THE HENDERSON SMALLER COMPANIES
INVESTMENT TRUST PLC
LEGAL ENTITY IDENITIFIER:
213800NE2NCQ67M2M998
2 October 2024
THE HENDERSON SMALLER COMPANIES
INVESTMENT TRUST PLC
Annual General Meeting held
on Wednesday 2 October 2024
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 £1,859,628
(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
11,150,331 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 2024 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 Wednesday 2 October
2024
|
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
2024
|
27,449,372
|
99.98%
|
4,227
|
0.02%
|
27,453,599
|
36.91%
|
36,882
|
2
|
To approve the Directors'
Remuneration Report for the year ended 31 May 2024
|
27,329,878
|
99.67%
|
90,139
|
0.33%
|
27,420,017
|
36.86%
|
70,464
|
3
|
To approve the final dividend of
19.5p per share
|
27,453,860
|
99.96%
|
9,668
|
0.04%
|
27,463,528
|
36.92%
|
26,953
|
4
|
To re-appoint Penny Freer as a
director
|
26,995,134
|
98.36%
|
449,520
|
1.64%
|
27,444,654
|
36.90%
|
45,827
|
5
|
To re-appoint Kevin Carter as a
director
|
26,999,079
|
98.38%
|
445,320
|
1.62%
|
27,444,399
|
36.90%
|
46,082
|
6
|
To re-appoint Alexandra Mackesy as a
director
|
26,987,842
|
98.34%
|
454,181
|
1.66%
|
27,442,023
|
36.89%
|
48,458
|
7
|
To re-appoint Yen Mei Lim as a
director
|
26,989,054
|
98.36%
|
449,023
|
1.64%
|
27,438,077
|
36.89%
|
52,404
|
8
|
To re-appoint Victoria Sant as a
director
|
26,987,290
|
98.34%
|
454,501
|
1.66%
|
27,441,791
|
36.89%
|
48,690
|
9
|
To appoint Michael Warren as a
director
|
26,986,384
|
98.38%
|
444,799
|
1.62%
|
27,431,183
|
36.88%
|
59,298
|
10
|
To re-appoint Forvis Mazars LLP as
statutory auditor of the Company
|
27,405,194
|
99.88%
|
34,091
|
0.12%
|
27,439,285
|
36.89%
|
51,196
|
11
|
To authorise the Audit and Risk
Committee to determine the statutory auditor's
remuneration
|
27,437,750
|
99.95%
|
14,611
|
0.05%
|
27,452,361
|
36.91%
|
38,120
|
12
|
To authorise the directors to allot
new ordinary shares in an amount of up to 10% of the issued share
capital
|
27,377,087
|
99.79%
|
56,632
|
0.21%
|
27,433,719
|
36.88%
|
56,762
|
13
|
To authorise the directors to
disapply pre-emption rights in respect of shares issued under
resolution 12*
|
27,334,285
|
99.67%
|
91,721
|
0.33%
|
27,426,006
|
36.87%
|
64,475
|
14
|
To authorise the Company to
repurchase for cancellation all the Company's outstanding
preference stock*
|
27,418,356
|
99.88%
|
33,037
|
0.12%
|
27,451,393
|
36.90%
|
39,088
|
15
|
To authorise the directors to
repurchase ordinary shares in an amount of up to 14.99% of the
issued share capital*
|
27,413,807
|
99.86%
|
37,094
|
0.14%
|
27,450,901
|
36.90%
|
39,580
|
16
|
To authorise the calling of a General
Meeting other than an AGM on not less than 14 clear days'
notice*
|
27,356,281
|
99.67%
|
90,060
|
0.33%
|
27,446,341
|
36.90%
|
44,140
|
* 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 30 September 2024 (74,385,131), 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 74,385,131. 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
PR Director Investment
Trusts
Janus Henderson Investors
Tel: 020 7818 2919