HARBOURVEST HVGPE : Proxy Form: EGM

Resolutions

FOR

AGAINST

WITHHELD

SPECIAL RESOLUTION

1. THAT, conditional upon Admission and the approval of: (i) the Resolution to be proposed at the Class A Shareholder Meeting held on 27 August 2015 at 1:15 p.m.;

and (ii) the Resolution to be proposed at the Class B Shareholder Meeting held on 27 August 2015 at 1:30 p.m.:

IT IS HEREBY RESOLVED THAT subject to obtaining the requisite regulatory approvals, the Company be admitted to the Official List and the Shares be admitted

to trading on the Main Market;

IT IS HEREBY RESOLVED THAT the Class A Shares be re-named as Ordinary Shares carrying the rights set out in the New Articles to be adopted by the Company pursuant to this Resolution (as amended or replaced from time to time);

IT IS HEREBY RESOLVED THAT:

(i) in accordance with section 314(2) of The Companies (Guernsey) Law, 2008, as amended, the Company be and is hereby specifically empowered, authorised and directed to acquire 101 Class B Shares (being all the Class B Shares in the capital of the Company in issue) at the price of US$1 per Class B Share, pursuant to the terms of the purchase agreement presented to this Meeting (the "Purchase Agreement") to be entered into between the Company and the Class B Shareholders immediately following this Meeting;

(ii) the form of the Purchase Agreement be and is hereby approved; and

(iii) following the acquisition, the Class B Shares be cancelled,

PROVIDED THAT the authority conferred by this Resolution shall expire 21 days from the date on which this Resolution is passed;

IT IS HEREBY RESOLVED THAT the New Articles produced to the Meeting and, for the purposes of identification, initialled by the Chairman, be and are hereby

adopted as the new articles of incorporation of the Company in substitution for and to the exclusion, in their entirety, of the Existing Articles;

IT IS HEREBY RESOLVED THAT the New Investment Management Agreement produced to the Meeting and, for the purposes of identification, initialled by the

Chairman be and is hereby approved; and

IT IS HEREBY RESOLVED THAT the New Investment Policy set out in the shareholder circular published by the Company dated 24 July 2015 be and is hereby approved.

ORDINARY RESOLUTION

2. THAT, conditional upon Admission and the passing of Resolution 1 above, IT IS HEREBY RESOLVED THAT the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount equal to one third of the issued share capital of the Company on Admission; PROVIDED THAT this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2016, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the directors to allot shares and grant rights be and are hereby revoked.

SPECIAL RESOLUTION

3. THAT, conditional upon Admission and the passing of Resolution 1 above, IT IS HEREBY RESOLVED THAT the directors be and are hereby empowered to allot equity securities for cash pursuant to the authority conferred by the Articles and Resolution 2 above or by way of a sale of treasury shares as if Article 5 of the New Articles did not apply to any such allotment PROVIDED THAT this power shall be limited to:

(i) the allotment of equity securities in connection with an offer of securities in favour of the holders of Ordinary Shares on the register of members at such record dates as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the Shareholders are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of Ordinary Shares being represented by depositary receipts or any other matter; and

(ii) the allotment (otherwise than pursuant to sub-paragraph (i) of this Resolution 3) to any person or persons of equity securities up to 10 per cent. of the Company's issued share capital as at the date of the Extraordinary General Meeting,

and shall expire at the conclusion of the annual general meeting of the Company to be held in 2016, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

ORDINARY RESOLUTION

4. THAT, conditional upon Admission and the passing of Resolution 1 above, IT IS HEREBY RESOLVED THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 316 of The Companies (Guernsey) Law, 2008, as amended) of Ordinary Shares on such terms and in such manner as the Directors may from time to time determine, PROVIDED THAT:

(i) the maximum number of Ordinary Shares hereby authorised to be acquired is 10 per cent. of the Ordinary Shares in issue on Admission; (ii) the minimum price (excluding expenses) which may be paid for any such Ordinary Shares shall be US$1;

(iii) the maximum price (excluding expenses) which may be paid for any such Ordinary Shares is the higher of: (i) an amount equal to 105 per cent. of the average of the middle market quotations for an Ordinary Share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary Share is contracted to be purchased; and (ii) the amount stipulated by Article 5(1) of the EU Buy-back and Stabilisation Regulation (being the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried out);

(iv) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 18 months after the conclusion of

the Extraordinary General Meeting, unless previously renewed, varied or revoked by the Company in general meeting;

(v) the Company may make a contract to purchase its Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its Ordinary Shares in pursuance of any such contract; and

(vi) the authority hereby conferred supersedes and revokes any authority previously conferred (to the extent unused).