NB Private Equity Partners Ltd. — AGM Information 2015

Apr 15, 2015

NB PRIVATE EQUITY PARTNERS LIMITED REGISTERED NUMBER 47214 (the "Company")

NOTICE is hereby given that the Annual General Meeting of the Company is to be held at Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey, at 1.45pm (London time) on 12 th May 2015 for the transaction of the following business, all to be proposed as ordinary resolutions, by the Class B Shareholders:

• 1. To receive and adopt the Audited Financial Statements, the Directors' report, and the Auditors' report for the year ended 31st December 2014.
• 1. To approve the Directors' remuneration for the year ended 31st December 2014.
• 1. To re-appoint John Buser as a Director of the Company, retiring in accordance with Article 26.2 of the Company's Articles of Incorporation.
• 1. To re-appoint Christopher Sherwell as a Director of the Company, retiring in accordance with Article 26.2 of the Company's Articles of Incorporation.
• 1. To re-appoint KPMG Channel Islands Limited, who have indicated their willingness to continue in office, as Auditors of the Company and to hold office until the next Annual General Meeting.
• 1. To authorise the Directors to determine KPMG Channel Islands Limited's remuneration.
• 1. "THAT the Company be authorised in accordance with section 315 of the Companies (Guernsey) Law, 2008 (the "Companies Law"), to make market purchases (within the meaning of section 316 of the Companies Law) of its own Class A Shares, provided that:
• a. the maximum number of Class A Shares authorised to be purchased shall be 7,313,705 Class A shares (being 14.99 per cent. of the Class A Shares in issue (excluding Class A Shares held in treasury) as at the date of this Notice of AGM);
• b. the minimum price which may be paid for a Class A Share is US\$0.01;
• c. the maximum price which may be paid for a Class A Share is an amount equal to the higher of (a) 5 per cent. above the average market value of the Class A Shares on the regulated market where the repurchase is carried out for the five business days before the purchase is made and (b) the higher of (i) the price of the last independent trade and (ii) the highest current independent bid price, in each case on the regulated market where the purchase is carried out;
• d. such authority shall expire at the annual general meeting of the Company in 2016 unless such authority is varied, revoked or renewed prior to such date by an ordinary resolution of the Company; and

• e. the Company may make a contract to purchase Class A Shares under such authority prior to its expiry which will or may be executed wholly or partly after its expiration and the Company may make a purchase of Shares pursuant to any such contract."

• 1. THAT the Company be and is hereby authorised, in accordance with and to the fullest extent permitted by the Companies (Guernsey) Law, 2008, to hold any Class A Shares purchased by it as treasury shares provided that the aggregate number of Class A Shares held as treasury shares shall not at any time exceed 10 per cent of the total number of Class A Shares in issue at that time AND THAT the Company be and is hereby authorised to cancel any Class A Shares purchased by it as treasury shares.
• 1. To extend the power of the Board to issue Shares, under Article 4.12 of the Articles of Incorporation, for a further five years.

Heritage International Fund Managers Limited Company Secretary

XX April 2015

Heritage Hall Le Marchant Street St Peter Port Guernsey

Notes to the Notice of the Annual General Meeting.

Two members present in person or by proxy and entitled to vote shall be a quorum unless the Company only has one Member entitled to vote in

which case the quorum for such a meeting shall be one Member present in person or by proxy.

• 1. As at the date of sending this notice, the Company has issued share capital of:-
• 51,940,972 Class A Ordinary shares (3,150,408 of which are held by the Company in treasury);
• 10,000 Class B Ordinary shares; and
• 32,999,999 Zero Dividend Preference Shares.
• 1. Only members who are recorded in the Company's register of members as a Class B Ordinary Shareholder (the "Eligible Members") have the right to receive notice of and to attend and vote at the meeting. Those members who are Class A Ordinary Shareholders and/or Zero Dividend Preference Shareholders do not have the right to receive notice of or to attend or vote at the meeting.
• 1. An Eligible Member is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company.
• 1. An ordinary resolution of the members (or of a class of members) of a company means a resolution passed by a simple majority.
• 1. A form of proxy is enclosed with this notice. To be effective, the instrument appointing a proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to the Company Secretary at Heritage Hall, Le Marchant Street, St Peter Port, Guernsey, GY1 4HY not less than 48 hours (excluding non-working days) before the time for holding the meeting or adjourned meeting as the case may be. A corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other agent provided always that in the case of shares registered in the name of an Approved Operator or an Affiliated Institution, a Participant may submit a written declaration to the Approved Operator or an Affiliated Institution which shall constitute an instruction appointing a proxy from the relevant registered shareholder confirming that the number of shares mentioned in each written declaration form part of a Joint Deposit and that the person mentioned in the declaration is a Participant for the mentioned number of shares in the Joint Deposit and shall be entitled to exercise voting rights as a proxy in respect of such shares at the relevant general meeting provided further that such Participant shall be entitled to delegate their proxy to a third party by delivering such form of proxy executed in writing. Completion and return of the form of proxy will not preclude Eligible Members from attending and voting in person at the meeting.
• 1. Any corporation which is an Eligible Member of the Company may by resolution of its Directors or any other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the Corporation which he represents as the corporation could exercise if it were an individual member of the Company.
• 1. An Eligible Member is not entitled to take part in the Annual General Meeting or vote at the same (whether personally or by representative or proxy) unless the following conditions have been satisfied: (i) all calls and amounts due from him to the Company have been paid; (ii) in respect of any Shares he has acquired, he has been registered as their holder; and (iii) if and for so long as the Directors determine, he or any other person appearing to be interested in the Shares held by him has failed to comply with a notice requiring the disclosure of Members' interests.
• 1. Unless the context otherwise requires, words and expressions contained in these Notes and in the Notice of the Annual General Meeting of the Company shall bear the same meaning as in the Memorandum and Articles of Incorporation of the Company.