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HFL - Notice of Extraordinary General Meeting

AGM14 July 2025HFLFinancials

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

HENDERSON FAR EAST INCOME LIMITED


LEGAL ENTITY IDENTIFIER: 2138008DIQREOD38O596


14 July 2025



HENDERSON FAR EAST INCOME LIMITED

Notice of Extraordinary General Meeting

Henderson Far East Income Limited (the "Company") has today published a Notice of

Extraordinary General Meeting (the “Notice”) to be held at 10:30am on 5 August 2025 at the

offices of Janus Henderson Investors, 201 Bishopsgate, London EC2M 3AE to consider the

proposal to authorise the directors to allot ordinary shares on a non-pre-emptive basis up to

10 per cent of the issued share capital as at the date of the meeting.


A copy of the Notice has been submitted to the National Storage Mechanism and will be

available for inspection at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information please contact:


Janus Henderson Secretarial Services UK Limited

Corporate Secretary to Henderson Far East Income Limited

Telephone: 020 7818 1818


Harriet Hall

PR Manager, Investment Trusts

Janus Henderson Investors

Telephone: 020 7818 2919




Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks

on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.

Henderson Far East Income Limited
Notice of Extraordinary General Meeting 2025

Henderson Far East Income Limited Notice of Extraordinary General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document, or the action you should take, you should consult your

stockbroker, bank manager, solicitor, accountant, independent financial advisor or other person duly authorised

under the Financial Services and Markets Act 2000 if you are taking advice in the United Kingdom, under the

Financial Services (Jersey) Law 1998 if you are taking advice in Jersey, or from an appropriately authorised

independent financial advisor if you are in a territory outside the United Kingdom or Jersey.

If you have sold or transferred all of your holding of shares in Henderson Far East Income Limited please forward

this document, the attached Notices and accompanying Form of Proxy to the purchaser or agent through whom

the sale was effected for transmission to the purchaser or transferee. The distribution of this document and/or

the accompanying Form of Proxy in jurisdictions other than Jersey or the United Kingdom may be restricted by

law and therefore persons into whose possession this document and/or the accompanying Form of Proxy comes

should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may

constitute a violation of the securities laws of any such jurisdiction.

Henderson Far East Income Limited Notice of Extraordinary General Meeting 1
Notice of an Extraordinary General Meeting to be held at the offices of Janus Henderson Investors, 201 Bishopsgate, London,

EC2M 3AE on 5 August 2025 at 10.30 am set out at the end of this document.

Shareholders are requested to complete and return the personalised Form of Proxy accompanying this document for

use at the Extraordinary General Meeting. To be valid, the Form of Proxy must be completed and returned in accordance

with the instructions printed thereon by post or by hand (during normal business hours) to the Company’s Registrar,

Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol BS99 6ZY, United

Kingdom as soon as possible, but in any event so as to be received by no later than 10.30 am on 1 August 2025.

Contents

Below

Letter from the Chairman .........................................................................................................................................................................2 - 3

Notice of Extraordinary General Meeting ...................................................................................................................................................4

Notes ..................................................................................................................................................................................................................5

Expected timetable

Latest time and date for receipt of Form of Proxy .......................................................................10.30 am on Friday, 1 August 2025

Extraordinary General Meeting ....................................................................................................10.30 am on Tuesday, 5 August 2025

Notice of Extraordinary General Meeting

To consider the proposal to authorise the directors to allot ordinary shares on a non-pre-emptive basis up to 10 per cent

of the issued share capital as at the date of the Meeting

Henderson Far East Income Limited

(incorporated and registered in Jersey with registration number 95064)

2 Henderson Far East Income Limited Notice of Extraordinary General Meeting
Letter from the Chairman

Dear Shareholders

Introduction

Henderson Far East Income Limited (the ‘Company’) is proposing to hold an Extraordinary General Meeting on 5 August

2025 at 10.30 am (the ‘Meeting’). The sole purpose of the Meeting will be to approve the directors’ authority to allot

ordinary shares on a non-pre-emptive basis up to a number of ordinary shares equivalent to 10 per cent of the total

number of ordinary shares in issue as at the date of the Meeting. The purpose of this document is to provide you with the

background to and details of the resolution and to seek your approval for the resolution proposed. The Notice convening

the Extraordinary General Meeting is set out on page 4 of this document.

The Board believes that approval of the resolution at the Meeting is in the best interests of shareholders as a whole and

recommends that you vote in favour of the resolution at the Meeting. You are therefore urged to complete and return the

Form of Proxy without delay.

Background

At the annual general meeting (‘AGM’) held on 24 January 2025, shareholders authorised the directors to allot ordinary shares

on a non-pre-emptive basis of up to 10 per cent of the issued share capital as at the date of the resolution. Since the AGM,

10,435,000 new ordinary shares have been issued. The Board believes that the current capacity under the existing shareholder

authority will prove insufficient to allow the Board to continue to satisfy demand for the ordinary shares during the period up

to the Company’s next annual general meeting. If such authority is granted by shareholders, the directors will only use the

authority to issue shares on a non-pre-emptive basis: (i) at a premium to net asset value; (ii) to meet demand from investors;

and (iii) when the directors believe that it is in the best interests of the Company and its shareholders to do so.

The Board believes that the Company’s continuing ability to issue ordinary shares at a premium to net asset value increases

liquidity, spreads the fixed costs of the Company over a larger asset base and reduces volatility by preventing the build-up

of excessive demand for shares. The Fund Manager continues to find investments into which fresh capital can be deployed

effectively. The costs of seeking fresh authorities are minimal and are well covered by the premium on issuing new ordinary

shares, and shares issued at a premium increase the net asset value for existing shareholders. Therefore, the Board believes

that it is advantageous for the Company to be able to continue to issue new shares to investors when the directors consider

that it is in the best interests of shareholders to do so.

To ensure that the Company will be able to continue to issue new shares, the directors are seeking shareholder approval for

authority to allot ordinary shares on a non-pre-emptive basis up to a number equal to 10 per cent of the issued share capital at

the date of the Meeting. The proceeds of any such issue will be available for investment in line with the Company’s investment

objective and policy.

Extraordinary General Meeting

The resolution to be considered at the Meeting will, if passed, authorise the directors to allot up to 17,818,467 ordinary shares

or such amount being equivalent to 10 per cent of the issued share capital at the date of the Meeting.

Henderson Far East Income Limited

(incorporated and registered in Jersey with registration number 95064)

Directors: Registered office:

Ronald Gould (Chairman) 1IFC, The Esplanade

Julia Chapman St Helier

Timothy Clissold Jersey

Carole Ferguson JE1 4BP

Nicholas George

Susan Rippingall

Principal place of business:

201 Bishopsgate London

EC2M 3AE

Henderson Far East Income Limited Notice of Extraordinary General Meeting 3
Action to be taken

Shareholders will find enclosed a personalised Form of Proxy for use in relation to the Meeting. This should be completed and

returned to the Company’s Registrar, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road,

Bristol BS99 6ZY, United Kingdom as soon as possible, but in any event so as to be received by no later than 10.30 am on 1

August 2025.

Recommendation

The Board considers the passing of the resolution to be in the best interests of the Company and shareholders as a whole.

Accordingly, the Board unanimously recommends that shareholders vote in favour of the resolution to be proposed at the

Meeting as the directors intend to do so in respect of their own beneficial holdings.

Yours faithfully

Ronald Gould

Chairman

8 July 2025

4 Henderson Far East Income Limited Notice of Extraordinary General Meeting
Notice of Extraordinary General Meeting

Henderson Far East Income Limited

(incorporated and registered in Jersey with registration number 95064)

Notice is hereby given that an extraordinary general meeting of Henderson Far East Income Limited (‘the Company’) will be

held at 201 Bishopsgate, London, EC2M 3AE on 5 August 2025 at 10.30 am for the following purpose:

Special business

1 Allotment of ordinary shares on a non-pre-emptive basis (Special resolution requiring two thirds of voting

shareholders to approve)

THAT, the directors are authorised to allot on a non-pre-emptive basis, a number of unissued ordinary shares up

to a number equivalent to 10 per cent of the total number of ordinary shares in issue as at the date of the Meeting,

provided that this authority shall expire (unless and to the extent previously revoked, varied or renewed by the

Company in general meetings) at the earlier of the conclusion of the next annual general meeting of the Company

or 15 months from the date of this resolution but so that this power shall enable the Company to make offers or

agreements before such expiry which would or might require ordinary shares to be issued after such expiry and the

directors of the Company may issue ordinary shares in pursuance of any such offer or agreement as if such expiry

had not occurred.

By Order of the Board

For and on behalf of Janus Henderson Secretarial Services UK Limited

Company Secretary

Registered Office:

IFC1, The Esplanade

St. Helier

Jersey JE1 4BP

8 July 2025

Notes
1 Voting record date

Pursuant to Article 40 of the Companies (Uncertificated

Securities) (Jersey) Order 1999, the Company specifies that

only those shareholders entered on the Register of Members

of the Company as at 10.30 am on 1 August 2025 or, in

the event that the Meeting is adjourned, on the Register

of Members 48 hours before the time of any adjourned

meeting, shall be entitled to attend and vote at the Meeting in

respect of the number of ordinary shares registered in their

name at that time. Changes to the entries on the Register of

Members after 10.30 am on 1 August 2025 or, in the event

that the Meeting is adjourned, in the Register of Members

48 hours before the time of any adjourned meeting, shall be

disregarded in determining the rights of any person to attend

or vote at the Meeting, notwithstanding any provisions in any

enactment, the Articles of Association of the Company or

other instrument to the contrary.

2 Rights to attend and vote

A member entitled to attend and vote is entitled to appoint

a proxy or proxies to attend and, on a poll, to vote instead

of him. A proxy need not be a member of the Company. A

Form of Proxy is enclosed.

3 Rights to appoint proxies

Instruments of proxy and the power of attorney or other

authority, if any, under which they are signed or a notarially

certified copy of that power of attorney or authority should

be sent to The Registrars, Computershare Investor Services

(Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol

BS99 6ZY so as to arrive not less than 48 hours before the

time fixed for the Meeting.

4 Receipt and termination of proxies

A Form of Proxy is enclosed and to be valid must be lodged

with the Company’s Registrars (Computershare Investor

Services (Jersey) Limited, c/o The Pavilions, Bridgwater

Road, Bristol BS99 6ZY) before 10.30 am on 1 August 2025.

A member may terminate a proxy’s authority at any time

before the commencement of the Meeting. Termination

must be provided in writing and submitted to the Company’s

Registrar at the above address.

5 Communication with the Company

Members may not use any electronic address provided

either in the Notice or any related documents (including the

Form of Proxy) to communicate with the Company for any

purpose other than those expressly stated.

6 Electronic receipt of proxies

CREST members who wish to appoint a proxy or proxies by

utilising the CREST electronic proxy appointment service

may do so for the Meeting and any adjournment(s) thereof

by utilising the procedures described in the CREST manual,

which is available to download from the Euroclear website

(www.euroclear.com/CREST). CREST personal members

or other CREST sponsored members, and those CREST

members who have appointed a voting service provider(s),

should refer to their CREST sponsor or voting service

provider(s), who will be able to take the appropriate action

on their behalf.

In order for a proxy appointment made by means of

CREST to be valid, the appropriate CREST message (a

‘CREST Proxy Instruction’) must be properly authenticated

in accordance with Euroclear UK & Ireland Limited’s

specifications and must contain the information required

for such instructions, as described in the CREST manual.

The message must be transmitted so as to be received by

the Issuer’s agent (ID 3RA50) by the latest time for receipt

of proxy appointments specified in note (4) above. For this

purpose, the time of receipt will be taken to be the time (as

determined by the timestamp applied to the message by

the CREST applications host) from which the Issuer’s agent

is able to retrieve the message by enquiry to CREST in the

manner prescribed by CREST.

CREST members and, where applicable, their CREST

sponsors or voting service provider(s) should note that

Euroclear UK & Ireland Limited does not make available

special procedures in CREST for any particular messages.

Normal system timings and limitations will therefore apply

in relation to the input of CREST Proxy Instructions. It is

the responsibility

of the CREST member concerned to take (or, if the CREST

member is a CREST personal member or sponsored

member or has appointed a voting service provider(s), to

procure that his CREST sponsor or voting service provider(s)

take(s)) such action as shall be necessary to ensure that

a message is transmitted by means of the CREST system

by any particular time. In this connection, CREST sponsors

or voting service providers are referred, in particular, to

those sections of the CREST manual concerning practical

limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy

Instruction in the circumstances set out in Article 34 of the

Companies (Uncertificated Securities) (Jersey) Order 1999.

7 Website

A copy of the Notice of the Extraordinary General Meeting

is available on the Company’s website,

www.hendersonfareastincome.com

8 Total voting rights

As at 8 July 2025 (being the last practicable date prior to

the publication of this Notice) the Company’s issued share

capital comprised 178,184,679 ordinary shares of no par

value. Each ordinary share carries the right to one vote at

a general meeting of the Company and, therefore, the total

number of voting rights in the Company as at 8 July 2025

was 178,184,679.

Henderson Far East Income Limited Notice of Extraordinary General Meeting 5

1395050/0725

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