Company Announcements

 HENDERSON INVESTMENT FUNDS LIMITED

HENDERSON HIGH INCOME TRUST PLC

LEGAL ENTITY IDENTIFIER 213800OEXAGFSF7Y6G11

8 May 2019

HENDERSON HIGH INCOME TRUST PLC

Annual General Meeting held on 8 May 2019

Henderson High Income Trust plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed, three of which were special resolutions authorising:

-     that up to 10% of the share capital may be issued or sold out of treasury  without first offering them to existing shareholders in accordance with statutory pre-emption procedures; and

-     the Company to make market purchases of its own ordinary shares up to a maximum of 14.99% (equivalent to 19,276,582 ordinary shares as at today's date) at the maximum price per share (exclusive of expenses) not exceeding the higher of:

i)          105% of the average middle market quotations for the five business days preceding the date of purchase;  and

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

Shares repurchased will be either held in treasury or cancelled; and

-     that a general meeting may be called on not fewer than 14 clear days' notice.

The full text of all the resolutions can be found in the Notice of Meeting, copies of which are available for viewing at www.morningstar.co.uk/uk/nsm. It is also available for download from the Company's website: www.hendersonhighincome.com

The Board are pleased that all resolutions were duly passed and would like to thank shareholders for their continued support.

The Board notes the outcome of the votes in relation to Resolution 5 concerning the re-election of Anthony Newhouse.

Directors have no fixed tenure as the Board does not believe that length of service on the Board necessarily impacts a director's independence nor that it should disqualify a director from seeking reappointment. At the Nominations Committee meeting in January 2019, the independence of each director was reviewed and the Committee confirmed that all directors remain wholly independent of the Manager.

The Board takes into consideration the AIC Code of Corporate Governance issued in February 2019 ('AIC Code') (which adapts the UK Corporate Governance Code to make it relevant for investment companies) and its requirement to refresh the Board, while also aiming to balance this with the need for some continuity and retention of experience.

As per the disclosures in the Company's Annual Report for the year-ended 31 December 2018 the Board has already begun to execute its plan to refresh itself over the coming years, so that a younger Board (both in age and tenure) will be in place, with five new directors joining between 2016 and 2021. The Board have deliberately phased the introduction of new directors over this five-year time frame to ensure that the required mix of skills, experience and corporate knowledge is retained during this process and beyond. This succession plan complies with the AIC Code and the Board believes this plan continues to achieve a sensible balance between continuity and reinvigoration and is in the best interests of the Company.

We do not anticipate any changes to our existing succession plan: the next step is intended to be the recruitment of a further director and Anthony Newhouse's retirement at the conclusion of the 2020 AGM.

The Board will make every effort to engage with shareholders who voted against this resolution to understand and discuss their concerns.

The Company also announces that from the conclusion of today's Annual General Meeting, Janet Walker has retired from the Board.

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