Henderson High Income Trust : Form of Proxy 2023

Henderson High Income Trust plc	Attendance Card
	Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of HENDERSON HIGH INCOME TRUST PLC invites you to attend the Annual General Meeting of the Company to be held at 201 Bishopsgate, London EC2M 3AE on 16 May 2023 at 12 noon.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 16 May 2023

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 918258

SRN:

PIN:

View the Annual Report online: www.hendersonhighincome.com

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 May 2023 at 12 noon.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he/she votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1039 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1039 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
4. Any alterations made to this form should be initialled.
5. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

181619_218647_RUN_ONS/000001/000001/SG625//i

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

					Vote
Ordinary Resolutions	For	Against Withheld
1.	To receive the Annual Report and audited financial statements for the year ended 31 December 2022.
2.	To approve the Directors' Remuneration Policy as set out in the Directors' Remuneration Report.
3.	To approve the Directors' Remuneration Report for the year ended 31 December 2022.
4.	To re-appoint Jeremy Rigg as a Director of the Company.
5.	To re-appoint Richard Cranfield as a Director of the Company.
6.	To re-appoint Zoe King as a Director of the Company.
7.	To re-appoint Jonathan Silver as a Director of the Company.
8.	To appoint Francesca Ecsery as a Director of the Company.
9.	To re-appoint PricewaterhouseCoopers LLP as statutory auditor to the Company.
10.	To authorise the Directors to determine the statutory auditor's remuneration.

11. THAT the shareholders approve the Company's dividend policy to continue to pay four quarterly interim dividends.

12. To authorise the Directors to allot relevant securities (10%).

Special Resolutions

13. To disapply pre-emption rights.

1. To authorise the Company to make market purchases of its own ordinary shares (14.99%) for cancellation or to be held in Treasury.
2. To enable a general meeting other than an Annual General Meeting to be called on not less than 14 days' notice.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman.

Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

*

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of HENDERSON HIGH INCOME TRUST PLC to be held at 201 Bishopsgate, London EC2M 3AE on 16 May 2023 at 12 noon, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

To receive the Annual Report and audited financial

9.

To re-appoint PricewaterhouseCoopers LLP as statutory

statements for the year ended 31 December 2022.

auditor to the Company.

2.

To approve the Directors' Remuneration Policy as set out

10.

To authorise the Directors to determine the statutory

in the Directors' Remuneration Report.

auditor's remuneration.

3.

To approve the Directors' Remuneration Report for the

11.

THAT the shareholders approve the Company's dividend

year ended 31 December 2022.

policy to continue to pay four quarterly interim dividends.

4.

To re-appoint Jeremy Rigg as a Director of the Company.

12.

To authorise the Directors to allot relevant securities (10%)

.

Special Resolutions

5.

To re-appoint Richard Cranfield as a Director of the

13.

To disapply pre-emption rights.

Company.

6.

To re-appoint Zoe King as a Director of the Company.

14.

To authorise the Company to make market purchases of

its own ordinary shares (14.99%) for cancellation or to be

held in Treasury.

7.

To re-appoint Jonathan Silver as a Director of the

15.

To enable a general meeting other than an Annual General

Company.

Meeting to be called on not less than 14 days' notice.

8. To appoint Francesca Ecsery as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 6 9 9

0 6

H H I