JZ Capital Partners : Flex Pack Circular

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are a resident in the United Kingdom or, if not, from another appropriately authorised financial adviser without delay.

If you sell or otherwise transfer or have sold or otherwise transferred all of your registered holding of Ordinary Shares, please send this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be sent, forwarded or transmitted in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. If you sell or otherwise transfer or have sold or otherwise transferred part of your registered holding of Ordinary Shares, please consult the stockbroker, bank or other agent through whom the partial sale or transfer was effected.

The Company is an authorised closed-ended collective investment scheme pursuant to section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 2020 (as amended) and the Authorised Closed- Ended Investment Schemes Rules and Guidance, 2021 issued by the Guernsey Financial Services Commission.

This document has not been delivered to the Registrar of Companies in Guernsey, the Guernsey Financial Services Commission, the States of Guernsey or any other authority in any jurisdiction for registration.

________________________________________________________________________________

JZ CAPITAL PARTNERS LIMITED

(Incorporated in Guernsey as a non-cellular company limited by shares under The Companies (Guernsey) Law

2008 (as amended) with registered no. 48761)

Recommended proposal to approve

The Company's proposed investment in the Secondary Fund for the purpose of

investing in Follow-on Flex Pack

and

Notice of Extraordinary General Meeting

________________________________________________________________________________

This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

This is not a prospectus but a shareholder circular. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Your attention is drawn to the Letter from the Chairman of the Company set out in Part I ("Chairman's Letter") of this document which contains the unanimous recommendation of the Directors of the Company that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting of the Company, as the Directors intend to do in respect of their own beneficial holdings. Your attention is also drawn to the section entitled "Proxy Form Accompanying this Document and Action to be Taken" and paragraph 5 of the Letter from the Chairman of the Company set out in Part I ("Chairman's Letter") of this document which explains the Form of Proxy accompanying this document and the action to be taken by Shareholders in respect thereof. This document and the accompanying Form of Proxy should be read in their entirety.

A Notice of Extraordinary General Meeting of the Company is set out at the end of this document. The Notice provides all Shareholders with notice of the Extraordinary General Meeting. Shareholders have the right to attend and vote on the Resolution to be proposed at the Extraordinary General Meeting.

1

The Extraordinary General Meeting of the Company is to be held at 11.00 a.m. on 8 May 2024. The Extraordinary General Meeting is to be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands.

A Form of Proxy will accompany this document for use by Shareholders in connection with the Extraordinary General Meeting of the Company. To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed thereon, so as to be received by Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom as soon as possible and in any event not later than 48 hours before the appointed time for the holding of the Extraordinary General Meeting (excluding any part of a day which is non-working). Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting should they so wish and be so entitled to vote. Shareholders are advised to review the instructions which are set out in the section entitled "Proxy Form Accompanying this Document and Action to be Taken" and paragraph 5 of the Letter from the Chairman of the Company set out in Part I ("Chairman's Letter") of this document regarding the proper completion and return of the Form of Proxy.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting solely as financial adviser for the Company and no one else in connection with the proposal concerning the Company's proposed investment in the Secondary Fund for the purpose of investing in Follow-on Flex Pack, which is a Related Party Transaction of the Company (insofar as the Listing Rules are applicable to the Company by virtue of its voluntary compliance with the same), being the Flex Pack Proposal, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates nor for providing advice in relation to the Flex Pack Proposal or any other matter or arrangement referred to in this document.

Cautionary note regarding forward-looking statements

This document contains a number of "forward-looking statements". Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or in each case, their negative, or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Shareholders should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this document. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Unless otherwise defined herein, capitalised terms used in this document have the meanings given to them in the section entitled "Definitions" set out in Part IV ("Definitions") of this document.

18 April 2024

2

3

EXPECTED TIMETABLE

NOTES:

1. All references in this document are to London time unless otherwise stated.
2. The times and dates set out in the Expected Timetable above and mentioned throughout this document may be adjusted by the Company in its sole and absolute discretion, in which event details of the new times and dates will be notified, where required, to the Guernsey Financial Services Commission, the London Stock Exchange and the Shareholders.
3. The Extraordinary General Meeting is to be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands.

4

PROXY FORM ACCOMPANYING THIS DOCUMENT AND ACTION TO BE TAKEN

A Form of Proxy will accompany this document for use by Shareholders in connection with the Extraordinary General Meeting of the Company.

SHAREHOLDERS SHOULD READ THE WHOLE OF THIS DOCUMENT, WHICH CONTAINS, AMONG OTHER THINGS, THE MATERIAL TERMS OF THE FLEX PACK PROPOSAL, AND NOT JUST THIS SECTION OF THIS DOCUMENT ENTITLED "PROXY FORM ACCOMPANYING THIS DOCUMENT AND ACTION TO BE TAKEN", INCLUDING BEFORE DECIDING WHAT ACTION TO TAKE.

SHAREHOLDERS ARE ALSO ADVISED TO REVIEW THE INSTRUCTIONS SET OUT IN PARAGRAPH 5 OF THE LETTER FROM THE CHAIRMAN OF THE COMPANY SET OUT IN PART I ("CHAIRMAN'S LETTER") OF THIS DOCUMENT REGARDING THE PROPER COMPLETION AND RETURN OF THE FORM OF PROXY. IN ADDITION, SHAREHOLDERS ARE ADVISED TO REVIEW THE INSTRUCTIONS ON THE FORM OF PROXY ITSELF REGARDING THE SAME.

For Shareholders to complete and return the Form of Proxy for the purpose of the Extraordinary General Meeting:

Whether or not you intend to be present at the Extraordinary General Meeting, you are asked to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon, so as to be received by Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom as soon as possible and in any event not later than 48 hours before the appointed time for the holding of the Extraordinary General Meeting (excluding any part of a day which is non-working).

The completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting if they so wish and are so entitled.

5

PART I - CHAIRMAN'S LETTER

JZ CAPITAL PARTNERS LIMITED

(Incorporated in Guernsey as a non-cellular company limited by shares under The Companies

(Guernsey) Law 2008 (as amended) with registered no. 48761)

Recommended proposal to approve

The Company's proposed investment in the Secondary Fund for the purpose of investing in

Follow-on Flex Pack

and

Notice of Extraordinary General Meeting

1. Introduction

Flex Pack Proposal

On 18 April 2024, the Company announced that it is proposing to enter into an agreement with JZHL Secondary Fund LP (the "Secondary Fund"), pursuant to which the Company would invest up to approximately US$20.5 million into the Secondary Fund, with the Secondary Fund to use such amount, together with additional amounts invested by other investors in the Secondary Fund, to make an investment into a newly incorporated company ("Follow-onFlex Pack") that will be a related company of, and incorporated in a parallel structure to, ACW Flex Pack, LLC ("Existing Flex Pack") (the "Flex Pack Proposal"). The Secondary Fund directly (and the Company indirectly by virtue of its Special LP Interest (as defined in paragraph 2 of this Part I ("Chairman's Letter") below) in the Secondary Fund) holds an existing interest in Existing Flex Pack, along with a number of other US microcap portfolio companies. The proposed investment by the Company in the Secondary Fund for the purpose of investing in Follow-on Flex Pack would therefore be made in accordance with the Company's published investment policy and, specifically by making complementary acquisitions to the business of Existing Flex Pack, to support and maximise the value of its existing investment directly in the Secondary Fund (through its Special LP Interest) and indirectly in Existing Flex Pack. Further details of the Flex Pack Proposal are set out at paragraph 2 of this Part I ("Chairman's Letter").

Proposed Return of Capital

Separately but as also detailed in the Company's announcement made on 18 April 2024, the Company was pleased to announce that it intends to commence returning capital to Shareholders initially in an amount of approximately US$40 million as soon as possible. The Company currently considers the most appropriate form and mechanism to effect this initial return of capital will be via a redemption of its Ordinary Shares which will require the approval of the Company's Shareholders. As such, subject to the Company finalising the relevant details and documentation in respect of the proposed redemption, as well as it later obtaining any necessary Shareholder approvals, the Company intends to distribute the aforementioned approximate amount to Shareholders, which it expects will take place by the end of July 2024. The Company's approach with respect to this initial return of capital is similarly in line with its investment policy and specifically the strategy of realising the maximum value of investments and, after the repayment of all debt, returning capital to Shareholders, subject always to retaining sufficient funds to cover existing obligations and support certain existing investments to maximise their value. The

6

Company will make further announcements in relation to the proposed initial return of capital (including the obtaining of any necessary Shareholder approvals) as soon as possible.

With respect to any potential further returns of capital in the longer term, the Company remains committed to its investment policy and the strategy as stated immediately above. To that end, the Company will continue to assess its ability to make further returns of capital to Shareholders (as well as the manner in which they are made), and will seek to do so as and when it has sufficient cash reserves that are not otherwise required to support its existing investments to maximise value and/or to meet its existing obligations such as operational expenses.

Related Party Transaction and Shareholder approval

As regards the Flex Pack Proposal, the proposed investment by the Company in the Secondary Fund for the purpose of investing in Follow-on Flex Pack would be considered a Related Party Transaction of the Company and therefore it does require Shareholder approval to be sought and obtained. Accordingly, the Board is now requesting such approval from Shareholders.

As Shareholder approval is required for the Flex Pack Proposal, an Extraordinary General Meeting of the Company is being convened to be held at 11.00 a.m. on 8 May 2024. The Extraordinary General Meeting will be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands. The Notice convening the Extraordinary General Meeting, which contains the Resolution to be proposed at that meeting concerning the Flex Pack Proposal, is set out at the end of this document.

The principal purpose of this document is therefore to set out and explain the Flex Pack Proposal to approve the Company's proposed investment in the Secondary Fund for the purpose of investing in Follow-on Flex Pack.

In addition to the principal purpose of this document, the purpose of this document is also to:

• provide Shareholders with notice of the Extraordinary General Meeting at which the Resolution to be proposed at that meeting concerning the Flex Pack Proposal will be put forward to, and voted on by, the Shareholders; and
• explain why the Board:
• • considers the Flex Pack Proposal and the Resolution to be proposed at the Extraordinary General Meeting to be in the best interests of the Company and the Shareholders;
  • unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting, as the Directors intend to do in respect of their own beneficial holdings; and
  • considers the terms of the Flex Pack Proposal, which concerns a Related Party Transaction of the Company (insofar as the Listing Rules are applicable to the Company by virtue of its voluntary compliance with the same), to be fair and reasonable as far as the Shareholders are concerned.

Shareholders should read the whole of this document and not just rely on any of the summarised information as is set out herein. Further details of the Flex Pack Proposal are set out below.

2. Flex Pack Proposal

Background on the Secondary Fund

As mentioned above, the Company is proposing to enter into an agreement with the Secondary Fund, pursuant to which the Company would invest up to approximately US$20.5 million into the Secondary Fund.

The Secondary Fund holds interests in certain US microcap portfolio companies, including Existing Flex Pack, which were sold to it by the Company around three and a half years ago. That sale, as a Related

7

Party Transaction, was approved by Shareholders at the time, with the Company receiving consideration comprising US$90 million in cash and a special limited partner interest in the Secondary Fund (the "Special LP Interest") in respect of which additional aggregate distribution proceeds of US$160.5 million have so far been received by the Company. The Company's remaining interest in the Secondary Fund pursuant to the Special LP Interest, based on pro forma financials as at 29 February 2024, is valued at approximately US$30.1 million.

The Secondary Fund continues to be managed by an affiliate of the Company's investment manager, Jordan/Zalaznick Advisers, Inc. (the "Investment Adviser" or "JZAI") and an affiliate of JZAI also continues to serve as the general partner of the Secondary Fund.

The investors in the Secondary Fund similarly remain as being certain funds and accounts managed by Hamilton Lane Advisors, L.L.C. ("Hamilton Lane"), and separately JZHL GP LLC, which is comprised of other secondary investors including David W. Zalaznick and John (Jay) Jordan II (together, being the "JZAI Founders", who are the founders and principals of JZAI) (or their respective affiliates) and various members of the JZ US microcap investment team (the "Other SF Investors"). Each of Hamilton Lane and the Other SF Investors hold interests in the Secondary Fund of approximately 90.9 per cent. and 9.1 per cent., respectively.

The Company's interest in the Secondary Fund is limited to its Special LP Interest held by JZCP Special LP Ltd, a wholly owned subsidiary of the Company incorporated in the Cayman Islands. The Special LP Interest entitles the Company to certain distributions from, and certain other rights and obligations in respect of, the Secondary Fund and relates to the Secondary Fund's interests in certain US microcap portfolio companies, including Existing Flex Pack. Any distributions to be received by the Company as a result of its Special LP Interest are subject to an agreed distribution waterfall, as set out in further detail in the Company's circular dated 29 October 2020, which provides that, once the other investors in the Secondary Fund have received their initial required distributions determined by reference to their respective contributions to the Secondary Fund and amounting to approximately US$132.6 million, in aggregate, the Company is entitled to receive, as distributions from the Secondary Fund: (i) 95 per cent. of all distributions until it has received distributions equal to US$67.6 million; and (ii) thereafter, 37.5 per cent. of all distributions. Based on the distributions received to date by the other investors in the Secondary Fund as well as those received by the Company, the Company is now entitled to 37.5 per cent. of all remaining distributions pursuant to its Special LP Interest. As mentioned above, the Company has so far received aggregate distribution proceeds of US$160.5 million on account of its Special LP Interest, with its remaining interest being valued at US$30.1 million based on the aforementioned pro forma financials.

The interests of the other investors in the Secondary Fund, along with the Company's by reference to its Special LP Interest, are documented in an amended and restated agreement of limited partnership (which amends and restates the agreement of limited partnership originally entered into on 11 September 2020) (the "LPA") that was executed on 7 December 2020 between, inter alia, Hamilton Lane, JZHL GP LLC, JZHL Manager LLC and JZCP Special LP Ltd. The LPA sets out the basis on which the Secondary Fund is organised, including in relation to the respective rights and obligations of each of the partners and their interests.

Proposed Investment into the Secondary Fund

The Company is now proposing to make an investment in the Secondary Fund of up to approximately US$20.5 million for the purpose (as further explained below) of investing in Follow-on Flex Pack.

The proposed investment by the Company in the Secondary Fund for the purpose of investing in Follow- on Flex Pack would be made in accordance with the Company's investment policy to support and maximise the value of its existing investment directly in the Secondary Fund (through its Special LP Interest) and indirectly in Existing Flex Pack (in which the Secondary Fund holds an existing interest and which will be a related company of, and incorporated in a parallel structure to, Follow-on Flex Pack) by making complementary acquisitions to the business of Existing Flex Pack. The proposed investment will not however affect the Company's rights with respect to its Special LP Interest, and such interest will therefore continue to entitle the Company to receive distributions from the Secondary Fund in the manner described above, notwithstanding such investment.

8

The Company's proposed investment will also be undertaken alongside Hamilton Lane and the Other SF Investors with each of them investing up to approximately US$11.6 million and US$1.2 million, respectively, in the Secondary Fund for the same purpose(s), at the same time(s) and in all material respects on the same terms and conditions (except for their proportionate levels of investment and distributions) alongside the Company. The aggregate amount to be invested by the Company, Hamilton Lane and the Other SF Investors in the Secondary Fund is therefore expected to be up to approximately US$33.3 million, which may be made and funded in one or more tranches of investment. The investors' respective proportionate interests will therefore be 61.5 per cent. for the Company, 35 per cent. for Hamilton Lane and 3.5 per cent. for the Other SF Investors, with the amounts invested by each of them for any tranche of investment to be undertaken on a pro-rata basis in accordance with their respective proportionate interests. Accordingly, each of the investors will be entitled to receive any distributions relating to the Secondary Fund's interest in Follow-on Flex Pack in those proportions, noting that the Secondary Fund's interest itself in Follow-on Flex Pack (as also further explained below) will equate to a 45 per cent. interest. As such, the Company will be entitled to receive approximately 27.7 per cent. of any distributions from Follow-on Flex Pack on the basis of its look-through interest via the Secondary Fund.

For the avoidance of doubt and notwithstanding that the proposed investment will not affect the Company's rights with respect to its Special LP Interest, following the investment, the Company will be entitled to receive: (i) 37.5 per cent. of all remaining distributions from the Secondary Fund (which includes the Secondary Fund's interest in certain US microcap portfolio companies, including its approximately 45 per cent. interest in Existing Flex Pack, which corresponds to the Company having an approximately 16.9 per cent. economic interest in Existing Flex Pack on a look-through basis) pursuant to its Special LP Interest; and (ii) 61.5 per cent. of any distributions from the Secondary Fund relating to its 45 per cent. interest in Follow-on Flex Pack (which corresponds to approximately 27.7 per cent. of any distributions from Follow-on Flex Pack on the basis of the Company's look-through interest via the Secondary Fund).

In order to effect the investors' proposed investment, an amended and restated agreement of limited partnership will need to be entered into between, inter alios, Hamilton Lane, JZHL GP LLC, JZHL Manager LLC and JZCP Special LP Ltd, which will amend and restate the current LPA to reflect the terms of the proposed investment and the Flex Pack Proposal (the "Amended LPA"). The Amended LPA will be governed by the laws of the State of Delaware and it is expected that it will be executed following approval by the Shareholders of the Resolution at the Extraordinary General Meeting. It is also noted that, in the same way the proposed investment and the Flex Pack Proposal will not affect the Company's rights with respect to its Special LP Interest, they will likewise not affect either of the other investors' rights with respect to their respective existing interests in the Secondary Fund, with any changes being limited to those concerning Follow-on Flex Pack as described herein. The Amended LPA will otherwise continue to set out the basis on which the Secondary Fund is organised, including in relation to the respective rights and obligations of each of the partners and their interests, as amended to reflect the terms of the proposed investment and the Flex Pack Proposal.

Investment by the Secondary Fund into Follow-on Flex Pack

The amount of the Company's proposed investment, together with the additional amounts to be invested by the other investors in the Secondary Fund (equating to an aggregate investment amount of up to US$33.3 million), will be used by the Secondary Fund to make an investment into Follow-on Flex Pack. Such aggregate investment amount will (as noted above) give the Secondary Fund a 45 per cent. interest in Follow-on Flex Pack and so the Company, on account of its 61.5 per cent interest in the Secondary Fund relating to Follow-on Flex Pack, will have a 27.7 per cent interest in Follow-on Flex Pack on the basis of its look-through interest via the Secondary Fund. Accordingly, the Company will be entitled to receive 61.5 per cent. of any distributions from the Secondary Fund relating to its 45 per cent. interest in Follow-on Flex Pack, and which will correspond to it receiving approximately 27.7 per cent. of any distributions from Follow-on Flex Pack on the basis of the Company's look-through interest via the Secondary Fund.

The remaining 55 per cent. interest in Follow-on Flex Pack will be held by the other existing investors in Existing Flex Pack, with those investors making their respective investments in nearly identical proportions to their existing interests in Existing Flex Pack subject only to minor adjustments. The total

9

amount to be invested in Follow-on Flex Pack by all investors including the Secondary Fund will therefore be up to approximately US$74.0 million.

It is expected that Follow-on Flex Pack will use the aggregate amount invested by all investors including the Secondary Fund (and of which up to approximately US$20.5 million will be invested by the Company via the Secondary Fund's investment) for the purposes of (a) making acquisitions which are complementary to the business of Existing Flex Pack, including one such business that has already been identified and for which negotiations over the terms of its acquisition are at a reasonably advanced stage,

(b) covering its operating expenses, and (c) other general corporate uses.

Follow-on Flex Pack is to be established as a newly incorporated company that will be a related company of, and incorporated in a parallel structure to, Existing Flex Pack, in which the Secondary Fund directly (and the Company indirectly by virtue of its Special LP Interest in the Secondary Fund) holds an existing interest, along with a number of other US microcap portfolio companies. Existing Flex Pack is a US- based provider of a variety of custom flexible packaging solutions to converters and end-users. Follow- on Flex Pack will (as mentioned above) be a newly incorporated company that is established as a related company of, and in a parallel structure to, Existing Flex Pack, and that will be formed for the purpose of making complementary acquisitions to the business of Existing Flex Pack. As also mentioned above, one such business has already been identified, being a full-service paper and film packaging manufacturer and converter and which is considered to be complementary to the business of Existing Flex Pack. The amount of the Company's proposed investment expected to be allocated to such acquisition (assuming transaction terms are able to be agreed and the acquisition is completed) is expected to be in the region of around US$10.5 million. Whilst negotiations over the terms of the business' acquisition are at a reasonably advanced stage and it is hoped that an agreement can be reached and completed in the near term, there is of course no certainty that transaction terms will be agreed and/or that the acquisition will be completed. Following the conclusion of negotiations and/or completion in respect of this potential acquisition, it is intended that further complementary businesses will be sought to be identified and acquired for which up to the remaining amounts of the Company's (along with the other investor's) proposed investments will be used to make such acquisitions.

Follow-on Flex Pack will also share the same management as Existing Flex Pack and will likely have a very similar, if not the same board of directors. It is expected that Follow-on Flex Pack will, once operational, enter into an agreement with Existing Flex Pack to document, among other things, a cost sharing arrangement, as Follow-on Flex Pack will share in the costs of management with Existing Flex Pack.

Related Party Transaction

The proposed investment by the Company into the Secondary Fund would be considered a Related Party Transaction under Chapter 11 of the Listing Rules (with which the Company voluntarily complies and insofar as the Listing Rules are applicable to the Company by virtue of its voluntary compliance).

JZAI is the Company's investment adviser pursuant to the Investment Advisory Agreement and, under the Listing Rules, would therefore be considered a Related Party of the Company. In addition, the JZAI Founders (or their respective affiliates) and various members of the JZ US microcap investment team are also each considered to be a Related Party of the Company. The JZAI Founders are the founders and principals of the Company's Investment Adviser, JZAI, and are also substantial shareholders of the Company as they are entitled to exercise, or to control the exercise of, 10 per cent. or more of the votes able to be cast at a general meeting of the Company. As noted above, the Secondary Fund is being managed by an affiliate of JZAI, an affiliate of JZAI also serves as the general partner of the Secondary Fund, and the JZAI Founders (or their respective affiliates) and various members of the JZ US microcap investment team are existing investors in the Secondary Fund.

Therefore, the proposed investment by the Company into the Secondary Fund (which involves, as described above, JZAI (or an affiliate of JZAI), the JZAI Founders (or their respective affiliates) and various members of the JZ US microcap investment team) would be considered a Related Party Transaction under Chapter 11 of the Listing Rules by virtue of the Company's voluntary compliance with the same. As such, the Flex Pack Proposal, as a Related Party Transaction of the Company, requires approval of Shareholders in connection with the proposed investment into the Secondary Fund.

10