Henderson Diversified Income Trust : Notice of Annual General Meeting

Henderson Diversified Income Trust plc Notice of 2023 Annual General Meeting

Henderson Diversified Income Trust plc Notice of 2023 Annual General Meeting

Letter from the Chairman

Dear Shareholders

I hope that this Notice of Annual General Meeting ('AGM'/'Meeting') finds you well.

I am pleased to confirm that, once again, this year's meeting will be held in person and will take place at 2.30pm on Monday, 9 October 2023 at 201 Bishopsgate, London EC2M 3AE.

The Board recognises that travel to the AGM may not be convenient for all shareholders, and as a result, the meeting will also be broadcast if you do not wish to attend in person. Please visit www.janushenderson.com/trustslive to register. This will allow you to be present for the usual presentation from your Fund Managers, John Pattullo, Jenna Barnard and Nicholas Ware and will enable you to ask questions and debate with your Fund Managers and Board.

Should any change to the format of the AGM become necessary for any reason, this will be notified to shareholders via a Regulatory Information Service announcement and the Company's website.

Voting at this year's AGM will be conducted on a show of hands.

If you hold your shares in a nominee account, such as through a share dealing service or platform, and wish to attend the AGM, you will need to contact your provider and ask them to provide you with a letter to support your attendance.

The Notice of AGM can be found on pages 1 and 2 of this document. Further details of each of the resolutions to be

proposed at the AGM are set out in the explanatory notes on pages 3 to 5.

I refer you to the Company's Annual Report and financial statements for the year ended 30 April 2023 which is being sent to shareholders with this document. If shareholders would like to submit any questions in advance of the AGM, they are welcome to send these to the Corporate Secretary at [e-mail].

The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company's shareholders as a whole and, therefore, recommends unanimously to shareholders that they vote in favour of each of the resolutions, as the directors intend to do in respect of their own beneficial holdings.

Yours faithfully

Angus Macpherson

Chairman of the Board

24 July 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you should consult your stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the UK, or if not, from another appropriately independent professional adviser in your own jurisdiction.

If you have sold, transferred or otherwise disposed of all your shares in Henderson Diversified Income Trust plc (the 'Company'), please pass this document but not the accompanying Form of Proxy to the stockbroker, bank or other agent through whom you made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold, transferred or otherwise disposed of only part of your holding of shares in the Company, you should retain this document and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.

Henderson Diversified Income Trust plc Notice of 2023 Annual General Meeting

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Henderson Diversified Income Trust plc

(an investment company within the meaning of Section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 10635799)

Notice of Annual General Meeting

Notice is hereby given that the sixth Annual General Meeting of Henderson Diversified Income Trust plc (the 'Company') will be held at 201 Bishopsgate, London EC2M 3AE on Monday, 9 October 2023 at 2.30 p.m. for the transaction of the following business of which, resolutions 1 to 12 will be proposed as ordinary resolutions, and 13 to 15 as special resolutions:

1 To receive the Company's Annual Report and audited financial statements for the year ended 30 April 2023.

1. To approve the Directors' Remuneration Policy.
2. To approve the Directors' Remuneration Report for the year ended 30 April 2023.
3. To re-appoint Angus Macpherson as a director.
4. To re-appoint Denise Hadgill as a director.
5. To re-appoint Win Robbins as a director.
6. To re-appoint Stewart Wood as a director.
7. To re-appoint Ian Wright as a director.
8. To re-appoint Mazars LLP as statutory auditor to the Company.
9. To authorise the directors to determine the statutory auditors' remuneration.
10. THAT the shareholders approve the Company's dividend policy.
11. THAT in substitution for all existing authorities the directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 551 of the Act) up to an aggregate nominal amount of £182,073 (or such amount as shall be equivalent to 10% of the Company's issued ordinary share capital, excluding treasury shares, at the date of the passing of this resolution) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the AGM in 2024, but that the Company may make an offer or agreement which would or might require relevant securities to be allotted after expiry of this

authority and the directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

1. THAT in substitution for all existing authorities and subject to the passing of resolution 12, the directors be empowered pursuant to Section 570 and 573 of the Act to allot equity securities for cash pursuant to the authority conferred by resolution 12 above and to sell equity securities from treasury for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be limited to the allotment or sale of equity securities:
2. 1. up to an aggregate nominal amount of £182,073 (or such other amount as shall be equivalent to 10% of the issued share capital at the date of passing of the resolution, excluding shares held in treasury), and
   2. at a price of not less than the net asset value per share;
      and shall expire on the earlier of the date falling
      15 months after the passing of this resolution or the conclusion of the Annual General Meeting of the Company in 2024 (unless previously renewed, varied or revoked, by the Company in general meeting), save that the directors may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after such expiry and the directors may allot equity securities or sell equity securities from treasury pursuant to any such offer or agreement as if this authority had not expired.
3. THAT in substitution for all existing authorities the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 1p each in issue in the capital of the Company on such terms and in such manner as the directors may from time to time determine, provided that:

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Henderson Diversified Income Trust plc Notice of 2023 Annual General Meeting

Notice of Annual General Meeting

continued

1. the maximum number of ordinary shares which may be purchased is 14.99% of the Company's issued ordinary share capital excluding treasury shares at the date of the passing of this resolution (equivalent to 27,292,700 shares, excluding treasury shares, at the date of this Notice);
2. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed the higher of:
3. 1. 105% of the average of the middle market quotations for the shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase;
   2. the higher of the last independent trade and the highest current independent bid on the London Stock Exchange.
4. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 1p, being the nominal value per share;
5. the authority hereby conferred shall expire on the earlier of the date falling 15 months after the passing of this resolution or at the conclusion of the AGM in 2024, unless such authority is renewed before that expiry;

1. the Company may make a contract to purchase ordinary shares under the authority hereby conferred which prior to the expiry of such authority will or may be executed wholly or partly after
   the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract; and
2. any ordinary shares so purchased shall be cancelled or, if the directors so determine, be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

15 THAT a General Meeting other than an AGM may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the AGM in 2024.

By order of the Board

Janus Henderson Secretarial Services UK Limited Corporate Secretary

24 July 2023

Registered Office:

201 Bishopsgate, London EC2M 3AE

Henderson Diversified Income Trust plc Notice of 2023 Annual General Meeting

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Explanations of the Resolutions

The information set out below is an explanation of the business to be considered at the 2023 AGM.

Resolutions 1 to 12 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13 to 15 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1: Company's Annual Report and audited financial statements (ordinary resolution)

The directors are required to lay before the Meeting the Annual Report and audited financial statements in respect of the financial year ended 30 April 2023.

Shareholders can submit any questions on the Annual Report ahead of the Meeting by contacting the Corporate Secretary on 020 7818 2025 or emailing [e-mail]. Shareholders are invited to receive the Annual Report and audited financial statements.

Resolution 2 and 3: Directors' Remuneration Policy and Report (ordinary resolutions)

In accordance with legislation on remuneration, shareholders will be asked to approve the Directors' Remuneration Policy every three years. The current Directors' Remuneration Policy was approved by shareholders at the AGM in 2020, and there have been no changes to the policy since that date. Shareholders are asked to approve the policy as set out in the Directors' Remuneration Report on page 44. The vote on this resolution is binding.

Shareholders are also asked to approve the Directors' Remuneration Report which is set out on pages 44 to 46 of the Annual Report. The vote on this resolution is advisory and does not affect the remuneration payable to any individual director. However, the Board will take feedback from shareholders regarding remuneration and incorporate this into any future remuneration discussions.

Resolutions 4-8:Re-appointment of directors (ordinary resolutions)

All directors are required to retire and seek re-appointment annually in accordance with the AIC Code of Corporate Governance. A biography on each of the directors is given on pages 34 to 35 of the Annual Report.

Resolution 4 relates to the re-appointment of Angus Macpherson, the Chairman, who joined the Board on 23 February 2017, having served as a director of the predecessor company since 18 January 2016.

External appointments: Angus is Chief Executive of Noble & Company (UK) Limited. He is also the Chairman of Pacific Horizon Investment Trust plc, a Non-Executive Director of Schroders Japan Growth Fund plc and Hampden & Co PLC.

Background: Angus previously worked for Merrill Lynch in London, New York, Singapore and Hong Kong, latterly as Head of Capital Markets and Financing in Asia. He was also Chairman of JP Morgan Elect PLC until January 2018, Chairman of the Belhaven Hill School Trust Ltd and a Member of the Scottish Government's Financial Services Advisory Board.

Angus has been the Chairman of the Board since incorporation and therefore he has in depth knowledge about the Company and has several years of leadership and chairmanship experience. Angus' background in capital markets and financing brings objective industry insight

to board discussions. As an experienced non-executive director, he contributes a great deal of governance expertise to the Board.

Resolution 5 relates to the re-appointment of Denise Hadgill who joined the Board on 23 February 2017.

External appointments: Denise is a director of PG Mutual, Chelverton UK Dividend Trust plc and its subsidiary SDV 2025 ZDP plc and Smithson Investment Trust plc.

Background: Until 2015, Denise was Managing Director and Head of the UK Product Strategy Group at BlackRock. She was responsible for delivering the firm's investment message and economic outlook to an extensive range of UK pension fund and charity trustee boards. Prior to this she spent 14 years at Schroder Investment Management Limited where she was UK Equity Fund Manager and Director responsible for the firm's relationship with 21 UK pension funds and charity clients with multi asset portfolios valued at £2 billion.

Denise is an experienced investment professional and utilises her fund management background to bring an objective view to board discussions.

Resolution 6 relates to the re-appointment of Win Robbins who joined the Board on 28 May 2019.

External appointments: Win is a Non-Executive Director and Chairman of the Remuneration Committee at Polar Capital Holdings plc, a position she has held since 2017, and a Non- Executive Director at BlackRock Income & Growth Investment Trust plc, a position she has held since December 2020.