Prospect Capital Corporation (PSEC)
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EGM 2025

Jun 17, 2025

Grier Eliasek
President and COO, Prospect Capital Corporation

Isaac, President, Chief Operating Officer, and Director of Prospect Capital Corporation, which I refer to as the Corporation. On behalf of the Corporation, I want to welcome you and thank you for attending the June 17, 2025, special meeting of stockholders of the Corporation. The Board of Directors of the Corporation has designated that I, as President, Chief Operating Officer, and Director, shall act as Chairman of this meeting. Before turning to the formal items of business, I'd like to introduce the following people present on behalf of the Corporation: Kristin Van Dask, Chief Financial Officer and Secretary of the Corporation; and Geraldine Lipman, a representative of Equity Trust Company; and Sean Butcher, a representative of EQ Fund Solutions, with Mr. Butcher acting as Inspector of Election for this meeting. Ms. Van Dask will act as Secretary of the Meeting.

The Board of Directors of the Corporation has designated that I, as President, Chief Operating Officer and Director of Prospect Capital Corporation, shall call this meeting to order and act as Chairman of this meeting. This meeting is now called to order.

As indicated in the Notice of Special Meeting of Stockholders and accompanying documents that were mailed to all stockholders of the Corporation, we're here today to consider one proposal for the Corporation: to authorize the Corporation, with approval of its Board of Directors, to sell shares of its common stock during the next 12 months at a price or prices below the Corporation's then current net asset value per share in one or more offerings subject to certain conditions as set forth in the proxy statement, including that the number of shares sold on any given date does not exceed 25% of its outstanding common stock immediately prior to such sale. The agenda for today's meeting, a copy of which is available on the meeting website, sets forth a proposal for stockholders' consideration and the order of business. Ms.

Van Dask is directed to file the agenda with amendments to the meeting. We'll conduct the formal part of the meeting, and once the votes have been taken, we will adjourn the meeting. The polls for the matter upon which stockholders will vote at this meeting will open when the matter is called to a vote and will remain open until I announce that the polls are closed. No web votes or proxies or revocations of or changes to web votes or proxies will be accepted after the polls are closed. Near the end of the meeting, after the report on the tabulation of the voting, I'll announce the voting results of the proposal.

The Board of Directors of the Corporation has fixed the close of business on March 11, 2025, as the record date for the determination of stockholders of the Corporation entitled to receive notice of and a vote at this meeting. An affidavit of mailing certifies to the timely mailing on March 14, 2025, of the meeting notice, proxy statement, and a proxy card to all stockholders of record on the record date of the Corporation. The Secretary of the Meeting is directed to file the affidavit of mailing and the notice of meeting with the minutes of this meeting. The Board of Directors of the Corporation has appointed Sean Butcher, a representative of EQ Fund Solutions, as Inspector of Election to tabulate the votes of stockholders on the matters submitted for stockholder action at this meeting. Mr.

Butcher has taken the customary oath of office, which we filed with the permanent records of this meeting. The presence at this meeting or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at this meeting constitutes a quorum to transact business at this meeting for the Corporation. Each share of common stock is entitled to one vote. I now ask Mr. Butcher to furnish us with a count of the number of shares present at this meeting remotely via web interface or through representation by proxy. Sean?

Sean Butcher
Inspector of Election, EQ Fund Solutions

There are present at this meeting remotely via web interface or through representation by proxy a total of 320,175,728 shares of stock of the Corporation.

Grier Eliasek
President and COO, Prospect Capital Corporation

Thank you, Sean. There being a majority of shares of stock represented at this meeting out of a total of 516,682,118 such shares entitled to vote, I hereby declare that a quorum exists for the transaction of business at this meeting for the Corporation. Approval of the proposal may be obtained in either of two ways. First, the proposal will be approved if the Corporation obtains the affirmative vote of number one, a majority of the outstanding shares of common stock and preferred stock voting together as a single class entitled to vote at the special meeting, and number two, a majority of the outstanding shares of common stock and preferred stock voting together as a single class entitled to vote at the special meeting that are not held by affiliated persons of the Company.

For purposes of this alternative, the Investment Company Act of 1940 or the 1940 Act defines a majority of the outstanding shares as number one, 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities of such Company are present or represented by proxy, or number two, 50% of the outstanding voting securities of a Company, whichever is the less. Second, the proposal will also be approved if the Corporation receives approval from a majority of the number of beneficial holders of common stock entitled to vote at the special meeting without regard to whether a majority of such shares are voted in favor of the proposal. Abstentions and broker non-votes on the proposal will have the effect of a vote against the proposal.

If you've already given your proxy to management, you need not vote at this meeting since the persons designated as proxies will vote for you as indicated in the proxy cards. However, you may revoke your proxy by voting at this meeting if you so desire. If you wish to vote at this meeting, you can do so by using the web interface for the meeting.

The sole matter to be voted on is a proposal to authorize the Corporation, with approval of its Board of Directors, to sell shares of its common stock during the next 12 months at a price or prices below the Corporation's then current net asset value per share in one or more offerings subject to certain conditions as set forth in the proxy statement, including that the number of shares sold on any given date does not exceed 25% of its outstanding common stock immediately prior to such sale. Please submit your votes in the web interface for the meeting and follow the instructions that appear. Voting on the proposal is now closed. The votes will now be tabulated, following which we will announce the results of the vote. I now ask the Inspector to report the results of the vote. Sean?

Sean Butcher
Inspector of Election, EQ Fund Solutions

We received, including affiliated and unaffiliated shares, 261,473,130 votes for, 49,032,813 votes against, and 9,669,784 votes that abstained from voting to approve the proposal. We received, excluding affiliated shares, 138,126,815 votes for, 49,032,813 votes against, and 9,669,784 votes that abstained from voting to approve the proposal.

Grier Eliasek
President and COO, Prospect Capital Corporation

Thank you, Sean. I hereby declare that the proposal has been duly adopted and is hereby approved. The Inspector of Election will file the report with respect to the final results of the voting in the minutes of this meeting. That concludes the formal business of the meeting. I want to thank you for attending today's meeting. I now entertain questions from stockholders. I see there are no questions. I'd like to thank Ms. Lipman and Mr. Butcher of EQ Fund Solutions, Ms. Van Dask, and their respective outstanding teams for their hard work during this process. Thank you all. This meeting is now adjourned.

Operator

This now concludes the meeting. Thank you for joining and have a pleasant day.

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