JZ Capital Partners Limited — Proxy Solicitation & Information Statement 2015

Sep 9, 2015

Form of Proxy JZ Capital Partners Limited (the “Company”)

For use at the Extraordinary General Meeting to be held on 29 September 2015

I / We .............................................................................................................................................................................................. (in Block Capitals)

of .............................................................................................................................................. being a Shareholder/Shareholders of the above named Company HEREBY APPOINT

(full name) ...................................................................................................................................................................................... of (address)......................................................................................................................................................................................

or failing him (or if no name(s) is entered), the Chairman of the Extraordinary General Meeting or the Company Secretary as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company 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 on 29 September 2015 at 11.10 a.m. (or as soon thereafter as the Class Meeting of ZDP Shareholders has been concluded or adjourned), and at any adjournment thereof and in respect of the Resolutions set out in the Notice of the Extraordinary General Meeting dated 4 September 2015 to vote as indicated below.

Ordinary Shareholders (to complete)

If the proxy is being appointed in relation to less than your full voting entitlement, please insert in the first box below the number of Ordinary Shares in relation to which the proxy is authorised to act. If the box is left blank, the proxy will be deemed to be authorised in respect of your full voting entitlement or, if applicable, your full voting entitlement of a designated account.

Please also indicate with an “X” in the second box below if the proxy instruction is one of the multiple instructions.

Number of Ordinary Shares authorised:

Multiple Instructions

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Please mark the voting boxes below with an “X” to indicate your instruction ‘For’, ‘Against’ or ‘Abstain’.

	FOR	AGAINST	ABSTAIN
1.Subject to the passing of Resolutions 2 to 4 (inclusive) below, the Directors be authorised in accordancewith Article 4(8) of the Articles to allot equity securities (as defined in the Articles) of the Company forcash, as if Article 4(8) of the Articles did not apply to any such allotment, provided that this power shallbe limited to the allotment of equity securities for cash up to an aggregate amount of 23,406,698 OrdinaryShares, such authority and power to expire at the earlier of 2 years from the passing of this Resolution andthe conclusion of the general meeting of the Company to be held in 2016, save that the Company maybefore such expiry make any offer or agreement that would or might require equity securities to beallotted, after such expiry and the Directors may allot equity securities, in pursuance of any such offer oragreement as if the authority and the power conferred hereby had not expired, and such authority andpower shall be in additional to anylike authorityandpowerpreviouslyconferred on the Directors.
2.The Related Party Transaction relating to:(a)the irrevocable undertaking to the Company from Edgewater Growth Capital Partners to subscribefor Open Offer Shares at the Offer Price in excess of their_pro rata_entitlement; and(b)the payment of a commission by the Company totalling £244,352 to Edgewater Growth CapitalPartners, being 1.00 per cent. on the value, at the Offer Price, of the total number of Open OfferShares the subject of their irrevocable undertaking (being the number of Open Offer Shares up totheir_pro rata_entitlement plus any number in excess of such entitlement (if any)),and on the terms summarised in paragraph 7 of Part I (Letter from the Chairman) of the Prospectus (asdefined below), be approved.
3.The Related Party Transaction relating to:(a)the irrevocable undertaking to the Company from David W. Zalaznick to subscribe for Open OfferShares at the Offer Price in excess of his_pro rata_entitlement; and(b)the payment of a commission by the Company totalling £214,538 to David W. Zalaznick, being 1.00per cent. on the value, at the Offer Price, of the total number of Open Offer Shares the subject oftheir irrevocable undertaking (being the number of Open Offer Shares up to their_pro rata_entitlement plus any number in excess of such entitlement (if any)),and on the terms summarised in paragraph 7 of Part I (Letter from the Chairman) of the Prospectus (asdefined below), be approved.
4.The Related Party Transaction relating to:(a)the irrevocable undertaking to the Company from John (Jay) W. Jordan II to subscribe for OpenOffer Shares at the Offer Price in excess of his_pro rata_entitlement; and(b)the payment of a commission by the Company totalling £140,598 to John (Jay) W. Jordan II, being1.00 per cent. on the value, at the Offer Price, of the total number of Open Offer Shares the subjectof their irrevocable undertaking (being the number of Open Offer Shares up to their_pro rata_entitlement plus any number in excess of such entitlement (if any)),and on the terms summarised in paragraph 7 of Part I (Letter from the Chairman) of the Prospectus (asdefined below), be approved.

			FOR	FOR	AGAINST	ABSTAIN
	5.Subject to the passing of the Resolution proposed at the Class Meeting of Ordinary Shareholders of theCompany, the passing of the Resolution proposed at the Class Meeting of ZDP Shareholders of theCompany and with effect from the adoption by the Company of the new articles of incorporation (the“New Articles”) pursuant to Resolution 6 below, the proposals:
		:
	(i)for the creation of the 2022 ZDP Shares in the capitaentitlements set out in the New Articles;(ii)for the attaching to each existing 2016 ZDP Share of aexercisable by a valid election, of a 2016 ZDP Share int2016 ZDP Share the subject of such election being redeeZDP Share;(iii)for the issue of the 2022 ZDP Shares; and(iv)for the ZDP Rollover Offer,	l of the Company having the rights andright of exchange, by way of redemption,o a 2022 ZDP Share on the basis of eachmed in exchange for the issue of one 2022efined below) be approved.
	pursuant to the arrangements described in the Prospectus (as d
	6.Subject to the passing of the Resolution proposed at the ClassCompany, the passing of the Resolution proposed at the Cl	Meeting of Ordinary Shareholders of theass Meeting of ZDP Shareholders of theof the 2022 ZDP Shares, the New Articlesd by the Chairman of the Extraordinarybed in paragraph 5.3 of Part X (Additionalproved and adopted as the Articles oflusion of, the Company’s existing Articles.
	Company, the passing of Resolution 5 above and the Admissionproduced to the Extraordinary General Meeting and initialleGeneral Meeting for the purpose of identification and as descriInformation) of the Prospectus (as defined below), be apIncorporation of the Company in substitution for, and to the exc
	7.The Related Party Transaction relating to approval of the invest	ment in Spruceview Capital Partners, LLCrom the Chairman) of the Prospectus (as
ZDP Shareholders (to complete)I h i bi id i li l hon the terms summarised in paragraph 18 of Part I (Letter fdefined below), be approved.Words and expressions defined in the prospectus dated 4 September“Prospectus”) shall, unless the context otherwise requires, have the	on the terms summarised in paragraph 18 of Part I (Letter fdefined below), be approved.
	Words and expressions defined in the prospectus dated 4 September“Prospectus”) shall, unless the context otherwise requires, have the	2015 and published by the Company (thesame meaning in this proxy.
		ll i il l i

ZDP Shareholders (to complete)

If the proxy is being appointed in relation to less than your full voting entitlement, please insert in the first box below the number of 2016 ZDP Shares in relation to which the proxy is authorised to act. If the box is left blank, the proxy will be deemed to be authorised in respect of your full voting entitlement or, if applicable, your full voting entitlement of a designated account.

Please also indicate with an “X” in the second box below if the proxy instruction is one of the multiple instructions.

Number of 2016 ZDP Shares authorised:

Multiple Instructions

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Please also indicate with an “X” in the second box below if the proxy instruction is one of the multiple instructions.	ne of the multiple instructions.	ne of the multiple instructions.	ne of the multiple instructions.	ne of the multiple instructions.
Number of 2016 ZDP Shares authorised:Multiple Instructions
		FOR	AGAINST	ABSTAIN
5.Subject to the passing of the Resolution proposed at the Class Meeting of Ordinary Shareholders of theCompany, the passing of the Resolution proposed at the Class Meeting of ZDP Shareholders of theCompany and with effect from the adoption by the Company of the new articles of incorporation (the“New Articles”) pursuant to Resolution 6 below, the proposals:(i)for the creation of the 2022 ZDP Shares in the capital of the Company having the rights andentitlements set out in the New Articles;(ii)for the attaching to each existing 2016 ZDP Share of a right of exchange, by way of redemption,exercisable by a valid election, of a 2016 ZDP Share into a 2022 ZDP Share on the basis of each2016 ZDP Share the subject of such election being redeemed in exchange for the issue of one 2022ZDP Share;(iii)for the issue of the 2022 ZDP Shares; and(iv)for the ZDP Rollover Offer, pursuant to the arrangements described in the Prospectus (as definedbelow) be approved.
6.Subject to the passing of the Resolution proposed at the Class Meeting of Ordinary Shareholders of theCompany, the passing of the Resolution proposed at the Class Meeting of ZDP Shareholders of theCompany, the passing of Resolution 5 above and the Admission of the 2022 ZDP Shares, the New Articlesproduced to the Extraordinary General Meeting and initialled by the Chairman of the ExtraordinaryGeneral Meeting for the purpose of identification and as described in paragraph 5.3 of Part X (AdditionalInformation) of the Prospectus (as defined below), be approved and adopted as the Articles ofIncorporation of the Company in substitution for, and to the exclusion of, the Company’s existing Articles.
Words and expressions defined in the prospectus dated 4 September 2015 and published by the Company (the“Prospectus”) shall, unless the context otherwise requires, have the same meaning in this Notice ofExtraordinary General Meeting..
Signed ..................................................................................................... Dated.........................................................................

Signed ..................................................................................................... Dated.........................................................................

In order to be valid at the above meeting this proxy must be completed and returned to arrive no later than 11.10 a.m. on 25 September 2015, or in the event that the Extraordinary General Meeting is adjourned, not less than 48 hours before the time for holding the adjourned meeting. You may return the WHITE Form of Proxy by post to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK or by email to proxy.votes@equiniti.com (and in the case of email with the original to follow by post to Equiniti Limited). In the case of email, should the original WHITE Form of Proxy not be received by post the electronic version shall still be treated as valid (provided it is returned before the proxy cut off date as detailed above).

If you are returning this proxy by post from outside the UK, you will need to place the WHITE Form of Proxy in a reply paid envelope and post the envelope to Equiniti Limited. In order to ensure that this proxy is received before the proxy cut off date detailed above, you should also return the WHITE Form of Proxy by email.

sterling 166018