abrdn Private Equity Opportunities Trust plc

Proxy Solicitation & Information Statement • Feb 4, 2022

STANDARD LIFE PRIVATE EQUITY TRUST PLC ("the Company")

FORM OF PROXY

Notice of Availability – important, please read carefully You can now access the 2021 Annual Report and Accounts and Notice of Annual General Meeting at www.slpet.co.uk.

For use at the twenty-first Annual General Meeting of the Company ("the Meeting") convened for 12.30 p.m. on Tuesday, 22 March 2022

I/We (BLOCK CAPITALS PLEASE)
of

............................................................................................................................................................................................................

being (a) shareholder(s) of Standard Life Private Equity Trust plc, hereby appoint the Chairman of the Meeting or (see note 1)

............................................................................................................................................................................................................ as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at the Balmoral Hotel, 1 Princes Street, Edinburgh, EH2 2EQ, on 22 March 2022 at 12.30 p.m., on the following Resolutions to be submitted to the Meeting and at any adjournment thereof.

This Form relates to shares held by me/us in the Company (see note 4).

Please mark this box to indicate that this proxy is one of multiple appointments being made (see note 4).

Please indicate with an 'X' in the appropriate spaces how you wish your votes to be cast. Unless otherwise instructed, the proxy will vote as he/she thinks fit or abstain.

Resolutions		Please mark with an X
Ordinary Resolutions	For	Against	Vote Witheld
1. To receive the Annual Report and Financial Statements for the year ended 30 September 2021.
2. To approve the Directors' Remuneration Policy.
3. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 30 September 2021.
4. That the Company's dividend policy to pay four interim dividends be approved.
5. To elect Mr Agble as a Director.
6. To re-elect Mr Devine as a Director.
7. To re-elect Ms Seymour-Williams as a Director.
8. To elect Ms Stillhart as a Director.
9. To re-elect Mr Thomson as a Director.
10. To re-appoint BDO LLP as Independent Auditor of the Company.
11. To authorise the Directors to determine the remuneration of the Independent Auditor for the year to 30 September 2022.
12. To authorise the Directors to allot shares in the Company.
Special Resolutions
13. To disapply statutory pre-emption rights.
14. To renew the Company's authority to purchase its own ordinary shares.
15. To allow a general meeting other than an Annual General Meeting to be called on not less than 14 clear days' notice.
16. To change the Company's name to abrdn Private Equity Opportunities Trust plc.
Signed Date

Notes:

• 1. As a shareholder of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting of the Company. If you wish to appoint as your proxy some person other than the Chairman of the Meeting please insert in block capitals the full name of the person of your choice, delete the words 'the Chairman of the Meeting' and initial the alteration. A proxy need not be a shareholder of the Company. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.
• 1. In the case of a corporation, this Form of Proxy must be executed under seal or signed by an officer, attorney or other person duly authorised to sign it.
• 1. To be valid, this Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the offices of the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 48 hours (excluding non-working days) before the time appointed for the Meeting.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Company's registrars, Equiniti Limited on 0371 384 2618, and for International +44 (0)121 415 7047 or you may copy this Form of Proxy. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales).
• 1. In the case of joint holders, the signature of any one joint holder is sufficient. If more than one joint holder tenders a vote in person or by proxy, the vote of the person whose name stands first in the register will be accepted to the exclusion of the votes of the other joint holders.
• 1. Completion of this Form of Proxy will not prevent a shareholder from attending the Meeting and voting in person should he or she so wish.
• 1. To have the right to attend and vote at the Meeting (and also for the purpose of determining how many votes a shareholder may cast on a poll), a shareholder must first have his or her name entered on the Company's share register not later than 6.30 p.m. on 18 March 2022. Changes to entries in the register after that time shall be disregarded in determining the rights of any shareholder to attend and vote at the Meeting.
• 1. To direct your proxy on how to vote on the Resolutions, mark the appropriate box with an 'X'. To abstain from voting on a Resolution, select the relevant "Vote Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the following website: www.euroclear.com. 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 or instruction made using the CREST service to be valid, the appropriate CREST message must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Registrar (ID RA19) no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting. 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 Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular message. 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 members and, where applicable, their CREST sponsors or voting system 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 Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. Given the risks posed by the spread of the Covid-19 virus the Company may impose entry restrictions, pursuant to its Articles of Association, on certain persons wishing to attend the Annual General Meeting in order to ensure the safety of those attending the meeting. Shareholders are, therefore, strongly encouraged to exercise your votes in respect of the AGM in advance. This should ensure that your votes are registered and count at the AGM.