JANUS HENDERSON FUND MANAGEMENT UK LIMITED

HENDERSON OPPORTUNITIES TRUST PLC

LEGAL ENTITY INDENTIFIER (LEI):  2138005D884NPGHFQS77

21 February 2025

HENDERSON OPPORTUNITIES TRUST PLC

Results of First Scheme General Meeting and Scheme Elections

Results of First Scheme General Meeting

In connection with the proposals for the winding-up of the Company by way of a scheme of reconstruction pursuant to Section 110 of the Insolvency Act 1986 (the "Scheme") and the issue of OEIC Shares to those Shareholders who have elected, or are deemed to have elected, to roll over their investment into Janus Henderson UK Equity Income & Growth Fund, the Board is pleased to announce that the Resolutions which were put forward at the First Scheme General Meeting held today and voted on a poll have been approved by Shareholders.

The poll results were as follows:

These results will also be published on the Company's website www.hendersonopportunitiestrust.com.

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 close of business on 19 February 2025 (39,491,875), being the time at which a Shareholder had to be registered in the Register of Members in order to vote at the First Scheme 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 40,004,290. There are 502,415 shares held in treasury. Therefore, as at the date of this announcement the number of voting rights in the Company are 39,491,875.

The full text of the Resolutions can be found in the notice of First Scheme General Meeting contained in the Company's circular to Shareholders dated 3 February 2025 (the "Circular"). The Circular is available for viewing at the National Storage Mechanism which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.hendersonopportunitiestrust.com.

Result of Scheme Elections

The Board also announces the following Elections in connection with the Scheme:

·    Rollover Options:17,083,005 Ordinary Shares / 43.3 per cent. of issued share capital with voting rights

·    Cash Option: 22,408,870 Ordinary Shares / 56.7 per cent. of issued share capital with voting rights

In accordance with the Scheme, Shareholders (other than Restricted Shareholders) that made no Election (or no valid Election) will be deemed to have elected for the relevant class of OEIC Shares.

The Shares will be reclassified as follows:

·    16,692,545 Shares with "A" rights, being the right to receive I Class OEIC Shares; and

·    390,460 Shares with "B" rights, being the right to receive E Class OEIC Shares; and

·    22,408,870 Shares with "C" rights, being the right to receive cash.

Applications have been made to the FCA and to the London Stock Exchange for the Ordinary Shares to be reclassified for listing purposes with effect from 8.00 a.m. on 12 March 2025. The listing of, and dealings in, the Company's Reclassified Shares are subsequently expected to be suspended at 7.00 a.m. on 14 March 2025.

The cancellation of the listing of the Reclassified Shares is expected to occur as soon as practicable after the Effective Date.

Defined terms used in this announcement have the meanings given in the Circular.

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