Last checked at 
25 Jan 2024 17:08
JANUS HENDERSON FUND MANAGEMENT UK LIMITED
HENDERSON EUROPEAN FOCUS TRUST PLC
LEGAL ENTITY IDENTIFIER: 213800GS89AL1DK3IN50
25 January 2024
HENDERSON EUROPEAN FOCUS TRUST PLC
Annual General Meeting of the Company
held on Thursday, 25 January 2024
Henderson European Focus Trust plc (the 'Company') announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a poll. This included:
As an ordinary resolution:
§ Resolution 12: To authorise the directors to allot new ordinary shares up to 10% of the issued ordinary share capital;
As special resolutions:
§ Resolution 13: to authorise the directors to allot or sell from treasury up to 10% of the issued ordinary share capital without first offering them to existing shareholders in accordance with statutory pre-emption rights;
§ Resolution 14: to authorise the Company to make market purchases of up to 14.99% of the Company's issued ordinary share capital;
§ Resolution 15: to hold general meetings other than an annual general meeting on not less than 14 clear days' notice;
§ Resolution 16: to cancel the share premium account, subject to High Court approval
§ Resolution 17: To cancel the capital redemption reserve, subject to High Court approval
The full text of the resolutions can be found in the Notice of Annual General Meeting dated 12 December 2023 in the Annual Report for the year ended 30 September 2023 which can be viewed on the Company's website at: www.hendersoneuropeanfocus.com.
The poll results were as follows:
Resolution | Number of votes FOR | % of votes FOR | Number of votes AGAINST | % of votes AGAINST | Total votes cast | % Issued Share Capital | Votes withheld | |
Ordinary | ||||||||
1. | To receive the Annual Report and the audited financial statements for the year ended 30 September 2023 | 107,873,794 | 100.00 | 4,356 | 0.00 | 107,878,150 | 50.70% | 10,914 |
2. | To approve the Directors' Remuneration Report for the year ended 30 September 2023 | 107,759,018 | 99.93 | 76,266 | 0.07 | 107,835,284 | 50.68% | 53,780 |
3. | To approve the Directors' Remuneration Policy | 107,761,278 | 99.93 | 70,146 | 0.07 | 107,831,424 | 50.68% | 57,640 |
4. | To approve a final dividend of 3.05p per ordinary share | 107,865,074 | 100.00 | 4,356 | 0.00 | 107,869,430 | 50.70% | 19,634 |
5. | To elect Melanie Blake as a director of the Company | 107,818,868 | 99.97 | 28,232 | 0.03 | 107,847,100 | 50.69% | 41,964 |
6. | To re-elect Victoria (Vicky) Hastings as a director of the Company | 107,808,570 | 99.97 | 35,312 | 0.03 | 107,843,882 | 50.69% | 45,182 |
7. | To re-elect Robin Archibald as a director of the Company | 107,799,965 | 99.96 | 43,917 | 0.04 | 107,843,882 | 50.69% | 45,182 |
8. | To re-elect Stephen Macklow-Smith as a director of the Company | 107,804,985 | 99.96 | 38,897 | 0.04 | 107,843,882 | 50.69% | 45,182 |
9. | To re-elect Marco Maria Bianconi as a director of the Company | 107,503,675 | 99.68 | 340,207 | 0.32 | 107,843,882 | 50.69% | 45,182 |
10. | To re-appoint Ernst & Young LLP as the statutory auditor of the Company | 107,804,574 | 99.95 | 54,152 | 0.05 | 107,858,726 | 50.69% | 30,338 |
11. | To authorise the directors to determine the statutory auditor's remuneration | 107,834,226 | 99.97 | 33,856 | 0.03 | 107,868,082 | 50.70% | 20,982 |
12. | To authorise the directors to allot new ordinary shares | 107,796,916 | 99.94 | 66,016 | 0.06 | 107,862,932 | 50.70% | 26,132 |
Special | ||||||||
13. | To disapply pre-emption rights on the allotment or sale of ordinary shares | 107,607,357 | 99.82 | 190,073 | 0.18 | 107,797,430 | 50.66% | 91,634 |
14. | To authorise the Company to make market purchases of its own ordinary shares | 107,813,266 | 99.96 | 38,896 | 0.04 | 107,852,162 | 50.69% | 36,902 |
15. | To authorise general meetings (other than AGMs) to be held on 14 clear days' notice | 107,602,562 | 99.75 | 272,369 | 0.25 | 107,874,931 | 50.70% | 14,133 |
16. | To cancel the share premium account, subject to High Court approval | 107,782,226 | 99.98 | 21,056 | 0.02 | 107,803,282 | 50.67% | 85,782 |
17. | To cancel the capital redemption reserve, subject to High Court approval | 107,776,852 | 99.98 | 18,344 | 0.02 | 107,795,196 | 50.66% | 93,868 |
For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at the close of business on 23 January 2024 (212,768,122), being the time at which a shareholder had to be registered in the register of members in order to vote at the annual general meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.
The number of ordinary shares in issue at the date of this announcement is 216,389,910. On a poll the voting rights are one vote for every one share held. The number of voting rights is therefore 212,768,122 (3,621,788 shares being held in Treasury).
The poll results will shortly be available on the Company's website at: www.hendersoneuropeanfocus.com.
The special business resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information please contact:
Dan Howe Head of Investment Trusts Janus Henderson Investors Tel: 020 7818 4458 | Harriet Hall Investment Trust PR Director Janus Henderson Investors Tel: 020 7818 2919 |
Johana Woodruff For and on behalf of Janus Henderson Secretarial Services UK Limited Henderson European Focus Trust plc Tel: 020 7818 2220 |