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Legal Notices and Disclaimers © 2016 Great Elm Capital Corp. 2 A proxy statement-prospectus has been mailed to stockholders of Full Circle Capital Corporation (“Full Circle”) as of the close of business on September 15, 2016, the record date for a special meeting of Full Circle stockholders to vote on, among other things, a proposal to approve the merger of Full Circle with and into Great Elm Capital Corp. (“GECC”). The proxy statement-prospectus as supplemented contains important information about the proposed merger, Full Circle and GECC, and stockholders are urged to read the proxy statement-prospectus carefully in its entirety. Full Circle stockholders are advised to carefully consider the investment objectives, risks, charges and expenses of GECC before voting on the proposed merger. The proxy statement-prospectus dated September 28, 2016, together with the accompanying supplement to the proxy statement-prospectus dated September 30, 2016, and any further supplements thereto, contains this and other information about GECC and should be read carefully before voting. A registration statement relating to the shares of GECC common stock has been filed with the SEC and became effective on September 27, 2016. The offering will be made only by means of the proxy statement-prospectus which is a part of the effective registration statement. A copy of the final proxy statement-prospectus as well as any supplements that may be obtained from GECC by contacting Full Circle’s information agent for the offering, the Broadridge Proxy Service Center at (855) 601-2245. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy our securities, nor shall there be any offer or sale of our securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This presentation does not constitute an offer to sell or a solicitation of an offer to buy interests in any investment vehicle managed or sub-advised by MAST Capital Management, LLC (“MAST”). An offer or solicitation will be made only through the applicable fund documents and will be subject to the terms and conditions contained therein. In the case of any inconsistency between this presentation and the fund documents, the terms of the fund documents shall control. Full Circle, MAST and Great Elm Capital Group, Inc. (“Great Elm”) and their respective directors and their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under federal securities rules and regulations. Information about the directors and executive officers of Full Circle is contained in the proxy statement-prospectus. Information about the directors and executive officers of Great Elm is contained in its proxy statement for a special meeting of stockholders, which was filed with the SEC on April 21, 2016. Information about the members, managers, officers and employees of MAST that may be engaged in the solicitations is contained in the proxy statement-prospectus. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are also included in the proxy statement-prospectus. Certain statements in this communication regarding the proposed merger and the business of the combined company including statements regarding the expected timetable for completing the merger, benefits of the transaction, statements regarding the combined company, its investment plans, policies and expected results and any other statements regarding Full Circle’s, MAST’s, Great Elm’s and the combined company’s expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "target," "opportunity," "tentative," "positioning," "designed," "create," "seek," "would," "could", "potential," "continue," "ongoing," "upside," "increases," and "potential," and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the merger; the risk that a condition to closing the merger may not be satisfied; the failure to receive, on a timely basis or otherwise, the required approvals by Full Circle and Full Circle's stockholders, governmental or regulatory agencies and third parties; the combined company’s ability to achieve the synergies, recurring net investment income and value creation contemplated by the proposed merger); uncertainty as to whether the combined company will be able to perform as well as funds managed by MAST; uncertainty as to the integration, prospects, dividends and investment performance of the combined company (including uncertainty relating to the potential prospects and investment performance of the assets comprising the initial GECC portfolio; the ability of each company to retain its senior executives and maintain relationships with business partners pending consummation of the merger; the impact of legislative, regulatory and competitive changes; and the diversion of management time on transaction-related issues. There can be no assurance that the merger will in fact be consummated. Additional information concerning these and other factors can be found in GECC’s registration statement and proxy statement-prospectus as well as in Full Circle’s and GECC’s respective filings with the SEC. Each of Full Circle, MAST, Great Elm and GECC assume no obligation to, and expressly disclaim any duty to, update any forward-looking statements contained in this document or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Any comparisons to an index or benchmark are provided solely as a convenience to investors. Indices have been selected based on asset classes and other relevant factors. GECC is not intended to track any index and may hold positions which are not contained within the index shown. The volatility and risk associated with an investment in GECC may differ materially from the volatility and risk associated with an investment in such index. High yield fixed income and equity securities are considered highly speculative asset classes. All investments involve risk, including the potential loss of principal. No assurances can be made as to the returns experienced by GECC. There can be no guarantee that the investments made by GECC match the projected returns. Past performance is no guarantee of future results. In the case of any inconsistency between the description of terms in this presentation and the proxy statement-prospectus to be filed by GECC, the proxy statement-prospectus shall control.
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