Henderson Opportunities Trust : Result of AGM

min-agm Registered Number: 01940906 The Companies Act 2006 Company Limited by Shares RESOLUTIONS of HENDERSON OPPORTUNITIES TRUST PLC

Passed on 7 March 2024

At the Annual General Meeting duly convened and held on 7 March 2024, the following resolutions were duly passed, three as ordinary resolutions and three as special resolutions:

[10]ORDINARY RESOLUTION

THAT the maximum aggregate annual remuneration payable to Directors under article 89 of the Articles of Association of the Company be and is hereby increased from £150,000 to £165,000.

[11]ORDINARY RESOLUTION

THAT each of the issued ordinary shares of 25 pence each in the capital of the Company be sub-divided into five ordinary shares of 5 pence each (the "New Ordinary Shares"), the New Ordinary Shares having the same rights and being subject to the same restrictions and obligations (save as to nominal value) as the existing ordinary shares of 25 pence each in the capital of the Company as set out in the Articles of Association of the Company, such subdivision to be conditional on, and take effect on, admission of the New Ordinary Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities by no later than 8.00 am on 11 March 2024 (or such later time and/or date as the Directors of the Company may in their absolute discretion determine).

[12] ORDINARY RESOLUTION

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 Ordinary Shares of 25p each (or New Ordinary Shares of 5p each following the sub-division, if so approved) 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 £197,459 (or such amount being 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 of the Company in 2025, but 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.

[13] SPECIAL RESOLUTION

THAT, in substitution for all existing authorities and subject to the passing of resolution 12, the Directors be and are hereby empowered pursuant to section 570 and 573 of the Act to allot ordinary shares for cash pursuant to the authority conferred by resolution 12 above and to sell ordinary shares from treasury for cash as if section 561(1) of the Act did not apply to the 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 £197,459 (or such other amount as shall be equivalent to 10% of the issued share capital at the date of passing of the resolution); 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 and the conclusion of the next AGM of the Company in 2025, (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 equity securities to be allotted or sold from treasury after such expiry and the Directors may allot or sell ordinary shares and grant rights in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

[14] SPECIAL RESOLUTION

THAT in substitution of all existing authorities the Company be and is hereby 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 of the Act) of ordinary shares of 25p each (or New Ordinary Shares of 5p each following the sub-division, if so approved) 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:

(a) the maximum number of ordinary shares which may be purchased is 14.99% of the Company's issued ordinary share capital as at the date of the passing of this resolution (equivalent to 1,183,966 Ordinary Shares of 25p each, excluding treasury shares, at the date of this Notice (or 5,919,832 New Ordinary Shares of 5p each following the sub-division, if so approved));

(b) 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 the shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and

(ii) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange.

(c) the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 25p, (or, for New Ordinary Shares, 5p), being the nominal value per share;

(d) 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 of the Company in 2025, unless such authority is renewed before expiry;

(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 executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract; and

(f) any ordinary shares so purchased shall be cancelled or, in accordance with the provisions of the Act 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] SPECIAL RESOLUTION

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 2025.

1

1 of 2