Henderson International Income Trust : Result of Annual General Meeting

Notice of Annual General Meeting

Registered No: 7549407

The Companies Act 2006

Company Limited by Shares

RESOLUTIONS

of

HENDERSON INTERNATIONAL INCOME TRUST PLC

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Passed on 7 December 2022

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At the Annual General Meeting of Henderson International Income Trust plc, duly convened and held on 7 December 2022, the following resolutions were duly passed:

ORDINARY RESOLUTIONS

9. THAT the shareholders approve the Company's dividend policy to continue to pay four quarterly interim dividends, which in the year under review have totalled 7.25p per ordinary share.

10. THAT, in substitution for all existing authorities, the directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares of 1p each in the capital of the Company ("ordinary shares") and to grant rights to subscribe for, or to convert any security into, ordinary shares up to an aggregate nominal amount of £195,978 (equivalent to 10% of the issued ordinary share capital at the date of passing of the resolution, excluding shares held in treasury) 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 annual general meeting of the Company in 2023, save that the directors may before such expiry make an offer or enter into an agreement which would or might require ordinary shares to be allotted or rights to be granted after such expiry and the directors may allot ordinary shares and grant rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

11. THAT, in substitution for all existing authorities and subject to the passing of resolution 10, the directors be and are hereby empowered pursuant to sections 570 and 573 of the Act to allot ordinary shares for cash pursuant to the authority conferred by resolution 10 above and to sell ordinary shares 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 ordinary shares:

a) up to an aggregate nominal amount of £195,978 (equivalent to 10% of the issued ordinary share capital at the date of passing of the resolution, excluding shares held in treasury); and

b) at a price of not less than the net asset value per ordinary 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 2023 (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 ordinary shares to be allotted or sold from treasury after such expiry and the directors may allot ordinary shares or sell ordinary shares from treasury pursuant to any such offer or agreement as if this authority had not expired.

12. 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(4) of the Act) of ordinary shares of 1p each in the capital of the Company on such terms and in such manner as the directors may from time to time determine, provided that:

a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 14.99% of the Company's issued ordinary share capital at the date of the passing of this resolution (equivalent to 29,377,209 ordinary shares) excluding shares held in treasury;

b) the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 1p, being the nominal value per share;

c) 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 middle market quotations for an ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date of purchase; and

(ii) the value of an ordinary share calculated on the basis of the higher of the price quote for: (1) the last independent trade of, and (2) the highest current independent bid for any number of the ordinary shares on the London Stock Exchange;

d) the authority hereby conferred shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the annual general meeting of the Company in 2023 (unless previously renewed, varied or revoked, by the Company in general meeting);

e) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to such contract; and

f) any ordinary share so purchased shall be:

(i) cancelled immediately upon completion of the purchase; or

(ii) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

13. 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 annual general meeting of the Company in 2023.

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