The European Smaller Companies Trust PLC

This webpage is designated for the publication of documents and information (the Information) in connection with the requisitioned general meeting of The European Smaller Companies Trust PLC (the Company) to be held at 201 Bishopsgate, London EC2M 3AE on 5 February 2025 at 12.30 p.m. (the Requisitioned General Meeting).

Access to this microsite may be restricted under securities laws in certain jurisdictions (Restricted Jurisdictions). The microsite and Information are not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction. If you are resident in a Restricted Jurisdiction you should not access this microsite or view the Information. If you are resident outside the UK and wish to access the microsite or view the Information, you must: (i) satisfy yourself that you are not resident in a Restricted Jurisdiction or otherwise subject to any local requirements which prohibit or restrict you from doing so; (ii) inform yourself about, and observe, any applicable local legal or regulatory requirements; and (iii) not release the information, or otherwise forward, distribute or send it on, into or from any Restricted Jurisdiction. None of the Company, Janus Henderson Group Plc nor any member of its group (the JH Group) assumes any responsibility or liability for any violation of these restrictions.

Unless otherwise specified, the Information is issued, and has been prepared, by the Company and is distributed by Janus Henderson Fund Management UK Limited (JHFM) on behalf of the Company. None of JHFM, Janus Henderson Investors UK Limited (JHI), or any other member of the JH Group accepts any liability for any Information prepared by the Company in relation to the Requisitioned General Meeting.

JHFM is currently the Alternative Investment Fund Manager (“AIFM”) of the Company and receives fees from the Company in connection with this role. Saba has indicated that, if the resolutions to remove all the current directors of the Company and to replace them with two new directors are passed, the new board may propose that Saba replaces JHFM as AIFM of the Company. JHFM, JHI (to which JHFM has delegated investment management services relating to the Company) and the JH Group therefore have an interest in the outcome of the Requisitioned General Meeting.

None of the Information constitutes, or should be treated as constituting, any part of an offer to sell or otherwise dispose of, or an invitation or solicitation of an offer to purchase or otherwise acquire, any securities. In particular, the Information does not constitute (i) an invitation or inducement to engage in investment activity (within the meaning of section 21(1)(a) of the Financial Services and Markets Act 2000), (ii) an invitation or inducement to participate in a collective investment scheme (within the meaning of section 238(1) of the Financial Services and Markets Act 2000) or (iii) the marketing of an AIF (within the meaning of Part 6 of the Alternative Investment Fund Managers Regulations 2013).

The Information has been prepared in the context of English law and, accordingly, may not be the same as that which would have been made available in jurisdictions outside the UK.

The Information is intended for information purposes only. Any decision made by a shareholder of the Company in respect of the Requisitioned General Meeting should be made solely on the basis of the information provided in the circular and notice of the Requisitioned General Meeting published by the Company on 8 January 2025.

The Information speaks only at the date of its publication. None of the Company, JHFM nor any of its affiliated companies has, nor accepts, any responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).

The Information may contain certain forward-looking statements regarding the financial position, business strategy or plans for future operations of the Company. These statements are based on the current expectations of the management of the Company or JHFM (as applicable) and are subject to uncertainty and changes in circumstance. All statements other than statements of historical fact included in any document may be forward-looking statements. Forward-looking statements often use words such as “believes”, “expects”, “estimates”, “intends”, “anticipates” and words of a similar meaning. By their nature, forward-looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them.

Much of the risk and uncertainty relates to factors that are beyond the Company’s and JHFM’s ability to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. None of the Company JHFM or any of its affiliated companies assume any obligation to, and do not intend to, revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law or regulation. Unless expressly stated otherwise, no statement on this microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods.

If you are in any doubt about the contents of this microsite, any Information, or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

None of the Company, JHFM, its affiliated companies or any of their directors, has reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this microsite by a third party.

The value of an investment and the income from it may go down as well and you may lose the amount originally invested.