JZ Capital Partners Limited — Proxy Solicitation & Information Statement 2020

Jul 15, 2020

Form of Proxy

JZ CAPITAL PARTNERS LIMITED (Company No. 48761) (the "Company")

For use at the Extraordinary General Meeting to be held at 1.15 p.m. on 12 August 2020 (or as soon thereafter as the Annual General Meeting of the Company convened for the same day and place has been concluded or adjourned)

______________________________________________________________________

I/We

_________________________________________________________________________ Please insert Ordinary Shareholder/Shareholders name using block capitals. Please note if the shareholder(s) name is not inserted, the form of proxy cannot be used._

of ______________________________________being an Ordinary Shareholder/Shareholders

of the above named Company HEREBY APPOINT

(full name) _____________________________________________________________________

of (address) ____________________________________________________________________

or failing him (or if no name(s) is entered above), the Chairman of the Extraordinary General Meeting or the Company Secretary as my/our proxy to attend and vote for me/us 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, Channel Islands on 12 August 2020 at 1.15 p.m. (or as soon thereafter as the Annual General Meeting of the Company convened for the same day and place has been concluded or adjourned), and at any adjournment thereof, and in respect of the Resolutions set out in the Notice of Extraordinary General Meeting dated 15 July 2020 to vote as indicated below.

Words and expressions defined in the circular dated 15 July 2020 and published by the Company (the "Circular" ) shall, unless the context otherwise requires, have the same meaning in this form of proxy.

*Given the limitations on attendance in person due to the outbreak of Coronavirus (COVID-19), further information on which is set out in the Notice of Extraordinary General Meeting, Shareholders are strongly encouraged to appoint the Chairman of the Extraordinary General Meeting or the Company Secretary as their proxy rather than a named person who may not be able to attend the meeting.

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

Please mark the voting boxes below with an "X" to indicate your instruction 'For', 'Against' or 'Abstain'.

Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For	Against	Abstain
1.THAT, the Related Party Transaction relating toapproval of the Company's reduction of its commitmentsto Spruceview Capital Partners on the terms summarisedin paragraph 2 of Part I ("Chairman's Letter") and inparagraph 1 of Part II ("Further Details of the Proposals"),in each case, of the Circular (as defined below) (andwhich, for the avoidance of doubt, includes the proposedreduction in the Company's commitments in CERPI bydivesting them to the JZAI Founders (or their respectiveaffiliates) and the Company's proposed joint investmentswith the JZAI Founders (or their respective affiliates) inSpruceview (excluding CERPI), in each case, as more fullydescribed in those paragraphs of the Circular), be and ishereby approved for the purposes of Chapter 11 of theListing Rules insofar as they apply to the Company byvirtue of its voluntary compliance with the Listing Rules.	THAT, the Related Party Transaction relatroval of the Company's reduction of its commiSpruceview Capital Partners on the terms summh2 f P I "Chi' L"	ing totmentsarisedd i
	paragrap o art (armans etter)agraph 1 of Part II ("Further Details of the Propeach case, of the Circular (as defined below	an nosals"),) (and
	ch, for the avoidance of doubt, includes the pruction in the Company's commitments in CEesting them to the JZAI Founders (or their resiates) and the Company's proposed joint invesh the JZAI Founders (or their respective affiliauceview (excluding CERPI), in each case, as mo	oposedRPI bypectivetmentstes) inre fully
	cribed in those paragraphs of the Circular), beeby approved for the purposes of Chapter 11in Rles insofar as the al to the Com	and isof then b
2.THAT, the amended and restated investment policysummarised in paragraph 3 of Part I ("Chairman's Letter")and set out in paragraph 2 of Part II ("Further Details ofthe Proposals"), in each case, of the Circular (as definedbelow), be and is hereby approved and adopted as theinvestment policy of the Company in substitution for, andto the exclusion of, the Company's existing investmentpolicy.

Signed_________________________________________________________________________

Dated _________________________________________________________________________

In order to be valid at the above meeting this proxy must be completed and returned to arrive no later than 1.15 p.m. on 10 August 2020, or in the event that the Extraordinary General Meeting is adjourned, not less than 48 hours (excluding any part of a day that is not a working day) before the time for holding the adjourned meeting. You may return the form of proxy by post to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or by email to proxyvotes@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 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 United Kingdom, you will need to place the form of proxy in a reply paid envelope and post the envelope to Equiniti Limited. In order to ensure that this form of proxy is received before the proxy cut-off date detailed above, you should also return the form of proxy by email.