Result of Second General Meeting

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

HENDERSON INTERNATIONAL INCOME TRUST PLC

LEGAL ENTITY IDENTIFIER: 2138006N35XWGK2YUK38

28 May 2025

HENDERSON INTERNATIONAL INCOME TRUST PLC

RESULT OF SECOND GENERAL MEETING

In connection with the proposals for the combination of Henderson International Income Trust plc (the "Company" or "HINT") with JPMorgan Global Growth & Income plc ("JGGI") by way of a scheme of reconstruction and voluntary winding up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"), the Board of the Company is pleased to announce the result of the Second General Meeting.

The Company announces that the special resolution to place the Company into members' voluntary liquidation was voted on and approved by Shareholders at the Second General Meeting held earlier today. Accordingly, Derek Hyslop and Richard Barker of Ernst & Young LLP of 1 More London Place, London, SE1 2AF, have been appointed as joint liquidators of the Company. Details of the number of votes cast for, against and withheld in respect of the resolution, which was held on a poll, is set out below and will also be published on the Company's website.

1. The number of Ordinary Shares in issue as at the voting record time of 6.00 p.m. (London time) on 23 May 2025 (the "Voting Record Time") was 195,978,716. As at that date no Shares were held in treasury. Therefore, the total number of voting rights in the Company as at the Voting Record Time was 195,978,716.

2. 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 the resolution.

In accordance with the timetable set out in the Company's circular to Shareholders dated 17 April 2025 (the "Circular"), the Shares were suspended at 7.30 a.m. this morning. 

The full text of the special resolution passed at the Second General Meeting is set out in the Notice of Second General Meeting contained in the Circular. The Circular is available for viewing on the Company's website and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of the special resolution will be submitted to the National Storage Mechanism and will shortly be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Entitlements under the Scheme

As at the Calculation Date, Shareholders' entitlements under the Scheme calculated in accordance with the terms of the Scheme were as follows:

HINT FAV per Share: 175.317407 pence

JGGI FAV per Share: 534.660514 pence

Therefore, Shareholders will receive 0.327904 New JGGI Shares for each HINT Share.

Fractional entitlements to New JGGI Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number. No cash payment shall be made or returned in respect of any fractional entitlements which will be retained for the benefit of JGGI.

As noted in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme. This includes the right to receive any and all interest and assets representing withholding tax expected to be recoverable by the Company (estimated at approximately £3.8 million as at 21 May 2025) which the Liquidators may call in, realise and convert into cash as they consider necessary. The Directors have also provided in the Liquidation Pool for a retention of £100,000 which they, together with the joint Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.

The Liquidation Pool will be applied by the joint Liquidators in discharging all current and future, actual and contingent liabilities of the Company and any balance remaining after discharging such liabilities from the Liquidation Pool (including any withholding tax recovered) will in due course be distributed to Shareholders on the Register on the Effective Date pro rata to their respective holdings of Shares in accordance with the terms of the Scheme.

Following the appointment of the Liquidators, all further enquiries regarding the Company should be made to the Liquidators, whose contact details are below.

In accordance with the Circular, Shareholders will receive their New JGGI Shares; (i) in relation to holders in CREST, via CREST on 29 May 2025; and (ii) in relation to certificated shareholders, in certificated form by 17 June 2025.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning as given to them in the Circular.

For further information please contact: