CVC Income & Growth : 2022 EGM Notice & Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO CVC INCOME & GROWTH LIMITED (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE.

If you are in any doubt about the contents of this Circular or the action you should take, you should seek immediately your own personal financial advice from an appropriately qualified adviser authorised pursuant to the UK Financial Services and Markets Act 2000 if in the United Kingdom or otherwise regulated under the laws of the country in which you reside.

If you have sold or otherwise transferred all of your shares in the Company ("Shares") please send this Circular together with the accompanying Proxy Appointment at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Circular should be read as a whole. Your attention is drawn in particular to the letter from your Chairman which is set out on pages 2 to 4 of this Circular and which recommends that you vote in favour of the resolution to be proposed at the extraordinary general meeting of the Company ("EGM") referred to in this Circular. Your attention is also drawn to the section entitled "Action to be taken" on page 3 of this Circular.

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CVC INCOME & GROWTH LIMITED

(a closed-ended investment company limited by shares incorporated under the laws of Jersey with registered number 112635)

Notice of Extraordinary General Meeting

Recommended proposals to amend the Articles of Association

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The Proposals described in this Circular are conditional on the approval of the shareholders of the Company ("Shareholders") at the EGM. Notice of the EGM to be held at 2:00 p.m. on 7 September 2022 at 7 Bond Street, St. Helier, Jersey JE2 3NP (which forms part of this Circular) is on page 6 of this Circular.

Shareholders are requested to return a Proxy Appointment, enclosed with this Circular, by one of the following methods: (i) in hard copy form by post, by courier or by hand to Computershare Investor Services (Jersey) Limited ("Computershare Registrars") c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY; or (ii) in the case of CREST members, by utilising the CREST electronic proxy appointment service (details of which are contained in this Circular), in either case so as to be received by Computershare Registrars as soon as possible and, in any event, not less than 48 hours before the time at which the EGM (or any adjournment thereof) is to begin. Completion of a Proxy Appointment will not preclude a Shareholder from attending, speaking and voting in person at the EGM. The proxy form does not form part of this Circular and will be sent separately.

Defined terms used in this Circular have the meanings ascribed to them in the section headed "Definitions" in Part II of this Circular.

This Circular is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

The Company is regulated by the Jersey Financial Services Commission.

TIMETABLE

All references to times in this document are London times unless otherwise stated. Any revisions to the times and dates referred to above and elsewhere in this Circular will be notified to Shareholders by public announcement.

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PART I: LETTER FROM THE CHAIRMAN

CVC INCOME & GROWTH LIMITED

(a closed-ended investment company limited by shares incorporated under the laws of Jersey with registered number 112635)

19 August 2022

To the Shareholders

Dear Sir or Madam

NOTICE OF EXTRAORDINARY GENERAL MEETING

RECOMMENDED PROPOSALS TO AMEND THE ARTICLES OF ASSOCIATION

1. Introduction

I am pleased to enclose notice of an extraordinary general meeting (the "EGM") of CVC Income & Growth Limited (the "Company") which is to be held on 7 September 2022 at 2:00 p.m. at 7 Bond Street, St. Helier, Jersey JE2 3NP.

The notice convening the EGM (the "Notice") is set out in Part III of this Circular. The explanatory notes for the business to be transacted at the EGM are set out below.

The business of the EGM is to consider and seek the approval of shareholders of the Company ("Shareholders") in respect of certain amendments to the Company's articles of association (the "Articles") which would amend or remove existing provisions within the Articles which are inconsistent with the amendments to the Articles that were previously approved at the Company's annual general meeting (the "AGM") in May 2022 and make other non-substantive updates (the "Proposals").

The Board believes that the Proposals are in the best interests of the Company and the Shareholders as a whole and recommends that you vote in favour of the resolution at the EGM. You are urged to complete and return your Proxy Appointment without delay, whether or not you intend to attend the EGM, as set out in paragraph 3 below.

2. Proposed changes to the Articles

Prior to the AGM, the Articles contained a prohibition on a majority of the directors of the Company ("Directors") being tax resident in the United Kingdom. This prohibition was originally included in the Articles to seek to prevent the Company from becoming resident for tax purposes in the UK, which may have been deemed to happen if a majority of the Directors were resident in the UK for UK tax purposes. As a result of a legislative change after the Company's incorporation, this would no longer arise and, accordingly, the Company did not need to restrict its Board membership in this way. In order to enable the Company and its Shareholders to appoint the most suitable candidates as Directors, a resolution was passed at the AGM which removed the prohibition on having a majority of the Directors being UK tax resident and thereby the related disqualification of such candidates as a Director, should their appointment lead to a majority of the Directors being tax resident in the United Kingdom.

While the Company's Articles no longer expressly prohibit the appointment of Directors based in the UK, they still contain provisions that restrict the Company's ability to act where the majority of the Board is resident in the UK, fettering the Board's ability to operate efficiently following the removal of the prohibition. In order to ensure that the Company is not unnecessarily restricted in circumstances where a majority of the Directors are resident in the UK, the Board proposes to amend the Articles as follows:

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• Article 18(1): to remove a prohibition on the Company's annual general meeting being held in the UK;
• Article 24(2): to remove a requirement that each alternate director shall be resident outside of the United Kingdom for UK tax purposes;
• Article 24(5): to clarify that an alternate director shall cease to hold office if he ceases to be resident for tax purposes in the same jurisdiction as his appointor;
• Article 25(1): to remove a requirement that executive directors of the Company are not resident in the United Kingdom;
• Article 25(1): to remove a requirement that the appointment of a Director to an executive office shall terminate if such Director becomes resident in the United Kingdom;
• Article 26(2): to remove a prohibition on the appointment of a person to be the agent of the Company to the extent that such person is resident in the United Kingdom;
• Article 27(2): to remove a requirement that a meeting shall be deemed inquorate, irrespective of number, if a majority of those present are resident in the United Kingdom;
• Article 27(3): to remove a prohibition on holding a meeting of the Directors or a committee thereof in the United Kingdom and a requirement that any decision reached or resolution passed by the Directors at any meeting which is held in the United Kingdom or outside the United Kingdom where a majority of those present are resident in the United Kingdom shall be invalid and of no effect;
• Articles 27(4) and (8): to remove a requirement that a written resolution of the Board shall not be voted if the majority of the Directors sign the resolution in the United Kingdom; and
• Article 27(6): to remove a prohibition on a majority of the members of a Board committee being resident in the United Kingdom and a requirement that no resolution of such a committee shall be effective unless a majority of those present when it is passed are Directors who are not resident in the United Kingdom.

The Board further proposes to make a number of non-substantive amendments to the Articles.

The Board is of the view that it is appropriate to amend the Articles to ensure that the provisions within the Articles are consistent with each other and the principle that the majority of Directors may be resident in the UK.

3. Action to be taken

A form of Proxy Appointment for use by Shareholders in respect of the EGM will be sent separately. Whether or not you intend to attend the EGM, you should ensure that your Proxy Appointment is returned to Computershare Registrars, by one of the following means:

1. in hard copy form by post, by courier or by hand to, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY; or
2. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Notice of the EGM.

In each case, the Proxy Appointment must be received by Computershare Registrars not less than 48 hours before the time that the EGM is scheduled to begin. To be valid, the relevant Proxy Appointment should be completed in accordance with the instructions accompanying it and lodged with Computershare Registrars by the relevant time.

Completion and return of the Proxy Appointment will not affect a Shareholder's right to attend and vote at the EGM. A quorum consisting of two persons entitled to vote upon the Resolution, each being a Shareholder or a proxy for a Shareholder or duly authorised representative of a body corporate is required for the EGM unless the EGM is adjourned in accordance with the Articles. If at the adjourned meeting a quorum, as previously detailed, is not present within half-an-hour from the time appointed for the meeting, the quorum shall be one person entitled to vote upon the Resolution.

4. Documents on display

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