REG - Henderson Smllr Cos - Result of AGM

Henderson Smaller Companies Investment TrustAnnouncement

07/10/2025 16:15

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RNS Number : 4339C  Henderson Smaller Cos Inv Tst PLC  07 October 2025

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
(http://www.hendersonsmallercompanies.com) . The poll results will shortly be
available on the Company's website at www.hendersonsmallercompanies.com
(http://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
(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        24,243,316         99.95%                12,907             0.05%                 24,256,223                                 38.62%                                                                    22,474
     ended 31 May 2025
 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    24,216,125         99.90%                24,186             0.10%                 24,240,311                                 38.59%                                                                    38,386
     remuneration
 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     23,904,344         98.55%               352,066             1.45%                 24,256,410                                 38.62%                                                                    22,287
     10% of the issued share capital
 13  To authorise the directors to disapply pre-emption rights in respect of shares    23,847,496         98.36%               398,798             1.64%                 24,246,294                                 38.60%                                                                    32,403
     issued under resolution 12*
 14  To authorise the Company to repurchase for cancellation all the Company's         24,208,656         99.83%                42,410             0.17%                 24,251,066                                 38.61%                                                                    27,631
     outstanding preference stock*
 15  To authorise the directors to repurchase ordinary shares in an amount of up to    23,663,655         97.56%               592,233             2.44%                 24,255,888                                 38.61%                                                                    22,809
     14.99% of the issued share capital*
 16  To authorise the calling of a General Meeting other than an AGM on not less       23,862,140         98.48%               367,918             1.52%                 24,230,058                                 38.57%                                                                    48,639
     than 14 clear days' notice*

 

* 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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