Henderson European Focus Trust : Notice of 2023 Annual General Meeting

Henderson European Focus Trust plc Notice of 2023 Annual General Meeting

Letter from the Chair of the Board

Dear Shareholder

I am pleased to invite you to attend this year's annual general meeting ("AGM" or "Meeting").

The AGM will be held at 2.30 pm on Thursday, 26 January 2023 at the offices of Janus Henderson Investors, 201 Bishopsgate, London EC2M 3AE. For shareholders unable to travel, you will be able to join the Meeting by Zoom, the conferencing software provider. The Meeting will include a presentation by our Fund Managers, Tom O'Hara and John Bennett.

As is our normal practice, there will be live voting for those physically present at the AGM. We cannot offer live voting by Zoom, and we therefore encourage all shareholders, and particularly those who cannot attend physically, to submit their votes by proxy, ahead of the deadline of 2.30 pm on Tuesday, 24 January 2023, to ensure that their vote counts at the AGM. If you hold your shares in a nominee account, such as through a share dealing service or platform, you will need to contact your provider and ask them to submit the proxy votes on your behalf. For further instructions on proxy voting please refer to the notes on pages 5 and 6 of this document.

If you wish to join the AGM by Zoom, please visit www.janushenderson.com/trustslive to register. You will then receive a dedicated invitation to join via webinar.

The Notice of AGM can be found on pages 1 and 2 of this document. An explanation of each resolution to be proposed at the AGM is set out on pages 3 and 4. I also refer you to the Company's Annual Report and financial statements for the year ended 30 September 2022 which is available at www.hendersoneuropeanfocus.com.

If you would like to submit any questions in advance of the AGM, you 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 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

Vicky Hastings

Chair of the Board

7 December 2022

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 authorised independent financial adviser in your own jurisdiction.

If you have sold, transferred or otherwise disposed of all your shares in Henderson European Focus Trust plc (the "Company"), please pass this document but not the personalised 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 form of proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.

Henderson European Focus Trust plc Notice of 2023 Annual General Meeting

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Henderson European Focus Trust plc

(an investment company within the meaning of section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 427958)

Notice of Annual General Meeting

Notice is hereby given that the 2023 Annual General Meeting ("AGM") of Henderson European Focus Trust plc (the "Company") will be held on Thursday, 26 January 2023 at 2.30 pm at 201 Bishopsgate, London EC2M 3AE for the purposes of considering and, if thought fit, passing the following resolutions, of which Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 15 will be proposed as special resolutions:

Ordinary resolutions

1. To receive the Annual Report and audited financial statements for the year ended 30 September 2022.
2. To approve the Directors' Remuneration Report for the year ended 30 September 2022.
3. To approve a final dividend of 3.15 pence per ordinary share to be paid on 6 February 2023.
4. To approve a special dividend of 0.50 pence per ordinary share to be paid on 6 February 2023.
5. To re-elect Mrs Victoria (Vicky) Hastings as a director of the Company.
6. To re-elect Ms Eliza Dungworth as a director of the Company.
7. To re-elect Mr Robin Archibald as a director of the Company.
8. To re-elect Mr Stephen Macklow-Smith as a director of the Company.
9. To elect Mr Marco Bianconi as a director of the Company.
10. To re-appoint Ernst & Young LLP as the statutory auditor to the Company.
11. To authorise the directors to determine the statutory auditor's remuneration.
12. THAT in substitution for all existing authorities, the directors be and are 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 ordinary shares in the capital of the Company, and to grant rights to subscribe for, or to convert any security into, ordinary shares up to an aggregate nominal amount of £1,063,840 (or such other amount representing 10% of the issued share capital (excluding Treasury shares) as 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 and the conclusion of the AGM of the Company in 2024, save that the directors may make an

offer or agreement which would or might require ordinary shares to be allotted or rights to be granted after expiry of this authority and the directors may allot ordinary shares and grant rights in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

Special resolutions

13. THAT in substitution for all existing authorities and subject to the passing of resolution 12 the directors be empowered pursuant to sections 570 and 573 of the Companies Act 2006 ("the Act") to allot ordinary shares or make offers or agreements to allot ordinary shares (within the meaning of section 560 of the Act) for cash, and to sell ordinary shares which are held by the Company in Treasury, as if section 561 (1) of the Act did not apply to any such allotments or sale. This power shall be limited to the allotment or sale of ordinary shares:

1. whether by way of a rights issue, open offer or otherwise to ordinary shareholders on the Register of Members at such record date(s) as the directors may determine where the ordinary shares respectively attributable to the interests of all ordinary shareholders are proportionate (or as nearly as may be) to the respective numbers of ordinary shares held by them (or are otherwise allotted in accordance with the rights attaching to such ordinary shares) subject in either case to such exclusions or other arrangements as the directors may deem necessary
   or expedient in relation to Treasury shares, fractional entitlements or local or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever;
2. up to a maximum aggregate nominal value of £1,063,840 (or such other amount representing 10% of the Company's issued ordinary share capital (excluding Treasury shares) as at the date of the passing of this resolution); and
3. at a price not less than the net asset value per ordinary share as at the latest practicable date before such allotment of ordinary shares as determined by the directors in their reasonable discretion;

and shall expire at the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the AGM 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 agreement which would or might require ordinary shares to be allotted or sold after such expiry and the directors may allot or sell ordinary shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

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Henderson European Focus Trust plc Notice of 2023 Annual General Meeting

Notice of Annual General Meeting

continued

14. THAT in substitution for all existing authorities, the Company be generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the "Act"

to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares on such terms and in such manner as the directors may from time to time determine, provided that:

1. the maximum aggregate number of ordinary shares authorised to be purchased is 14.99% of the Company's issued ordinary share capital at the date of the resolution (equivalent to 31,893,941 ordinary shares of 5 pence each (excluding Treasury shares) as at 5 December 2022 being the latest practicable date prior to publication of this Notice);
2. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed the higher of:
   (i) 105% of the average of the middle market quotations for an ordinary share as taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date of purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange when the purchase is carried out;
3. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 5 pence, being the nominal value per share;

1. the authority hereby conferred shall expire at the earlier of the date falling 15 months after the date of passing of this resolution and the conclusion of the AGM of the Company in 2024, unless such authority is renewed before that expiry;
2. the Company may make a contract to purchase ordinary shares under the authority hereby conferred which 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
3. any ordinary shares so purchased shall be cancelled, or in accordance with the provisions of the Act, if the directors so determine, be held, sold, transferred or otherwise dealt with as Treasury shares.

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

By order of the Board

Janus Henderson Secretarial Services UK Limited

Corporate Secretary

7 December 2022

Registered office:

201 Bishopsgate, London EC2M 3AE

Annual General Meeting venue

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The 2023 AGM will be held at 201 Bishopsgate, London EC2M 3AE. It is a few minutes' walk from Liverpool Street Station and from Moorgate Station.

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Henderson European Focus Trust plc Notice of 2023 Annual General Meeting

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Explanation of the Resolutions

The information set out below is an explanation of the business to be conducted at the 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

The directors are required to present to the AGM the Annual Report and audited financial statements in respect of the year ended 30 September 2022 (the "Annual Report"), including the Strategic Report, Directors' Report, Independent Auditor's Report and the Directors' Remuneration Report. Shareholders will be given an opportunity to ask questions on these items at the AGM and are invited to receive the Annual Report and audited financial statements. At the end of the discussion, members will be invited to receive the annual report and audited financial statements.

Resolution 2: Directors' Remuneration Report

Shareholders are asked to approve the Directors' Remuneration Report for the year ended 30 September 2022 which is set out in the Annual Report. This vote 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 3 and 4: Final dividend and special dividend The directors are proposing a final dividend of 3.15 pence per share. When added to the interim dividend of 1.20 pence per share, this will give a full-year dividend of 4.35 pence per share. The directors are also proposing a special dividend of 0.50 pence per share (further details can be found in the Chair's Statement of the Annual Report). If approved, the final and special dividends will be paid on 6 February 2022 to shareholders on the register on 6 January 2022.

Under the Code of Corporate Governance issued by the Association of Investment Companies ("AIC Code"), directors are expected to stand for election at the first AGM following their appointment and re-election annually. In September 2022, the Board reviewed the performance, contribution and commitment of the directors and concluded that each director continues to bring extensive current and relevant business experience that enables them to contribute effectively to the leadership of the Company and commits the time required to fulfill their duties as directors. The Board is therefore pleased to recommend the election/re- election of the directors at the meeting.

Resolution 5 seeks the re-election of Victoria (Vicky) Hastings, who joined the Board in September 2018. Vicky has over 30 years' experience in the investment management industry in both executive and non-executive roles. She is an experienced finance professional and board director, who brings an in-depth understanding of investment process and oversight, corporate governance and investment company expertise to the Board.

Resolution 6 seeks the re-election of Eliza Dungworth, who joined the Board in January 2016. Eliza brings in-depth accounting, compliance and tax knowledge to the Board, as well as leadership skills from her senior roles at Fidelity International and Deloitte.

Eliza is a chartered accountant and chartered tax adviser with a degree in law, and has a specialist understanding of the financial, regulatory and internal controls issues faced by investment companies. Eliza is resident in Luxembourg.

Resolution 7 seeks the re-election of Robin Archibald, who joined the Board in March 2016. Robin brings in-depth knowledge, specialist expertise and extensive senior-level experience in all areas of the UK closed-ended funds sector. Robin's executive career spanned over 30 years as a corporate financier and chartered accountant.

Resolution 8 seeks the re-election of Stephen Macklow-Smith, who joined the Board in July 2021. Stephen has over 30 years' experience in the asset management industry, and as a former investment trust fund manager, Stephen brings extensive investment knowledge, expertise and experience in European equity markets.

Resolution 9 seeks the election of Marco Bianconi, who joined the Board in June 2022. Marco brings a wealth of asset management and corporate leadership expertise, having served as a non-executive on the boards of global industrial firms, a public utility corporation and a wide range of firms in the financial services sector. Marco is also an executive senior manager with core competencies spanning stakeholder management, finance and accounting, strategy, cross-border M&A transactions and integration. As an Italian national, Marco contributes a European perspective.

All the directors are considered independent for the purposes of the AIC Code. Full biographical details of the directors can be found in the Annual Report.

Resolutions 10 and 11: Re-appointment and remuneration of the auditor

In accordance with sections 489 and 492 of the Companies Act 2006, shareholders are required to approve the appointment of the Company's statutory auditor each year and to give the directors the authority to determine their remuneration. Ernst & Young LLP ("EY") is the current auditor. Following evaluation of EY's performance in respect of the 2022 audit, the directors recommend their re-appointment. EY has expressed their willingness to continue as auditor to the Company.

Resolution 12: Authority to allot shares

On 27 January 2022 the directors were granted authority either to issue from Treasury or to allot up to 21,356,540 ordinary shares. No shares have been issued under this authority, which will expire at the forthcoming AGM. Resolution 12 seeks to renew the directors' authority either to issue from Treasury or to allot ordinary shares with a nominal value of up to £1,063,840 (or such other amount being 10% of the issued share capital excluding shares held in treasury as at the date of the passing of this resolution). The resolution is set out in full in the Notice of AGM on page 1. If renewed, the authority will expire at the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the AGM in 2024.