Pursuant to the Voting Trust Agreement, prior to its Effective Date (as defined below) David
Gladstone has, in his sole discretion, the full, exclusive and unqualified right and power to vote in person or by proxy all of the shares of common stock of the Adviser deposited with the voting trust at all meetings of the stockholders of the
Adviser in respect of any and all matters on which the stockholders of the Adviser are entitled to vote under the Advisers certificate of incorporation or applicable law, to give consents in lieu of voting such shares of common stock of the
Adviser at a meeting of the stockholders of the Adviser in respect of any and all matters on which stockholders of the Adviser are entitled to vote under its certificate of incorporation or applicable law, to enter into voting agreements, waive
notice of any meeting of stockholders of the Adviser in respect of such shares of common stock of the Adviser and to grant proxies with respect to all such shares of common stock of the Adviser with respect to any lawful corporate action
(collectively, the Voting Powers).
Commencing on the Effective Date, the Voting Trust Board shall have the full, exclusive and
unqualified right and power to exercise the Voting Powers. Each member of the Voting Trust Board shall hold 20% of the voting power of the Voting Trust Board as of the Effective Date. The Effective Date shall occur on the earliest of
(i) the death of David Gladstone, (ii) David Gladstones election (in his sole discretion), and (iii) one year from the date the Voting Trust Agreement is entered into. Following entry into the Voting Trust Agreement, the current
members of senior management of the Adviser will continue to manage the day-to-day aspects of the Adviser.
There are no changes to the terms of the Advisory Agreement currently in effect (the Original Advisory Agreement) in the New
Advisory Agreement, including the fee structure and services to be provided, other than the date and term of the New Advisory Agreement as compared to the Original Advisory Agreement. In addition to there being no changes to the fee structure, no
other fees or expenses currently paid by us will change as a result of entry into the New Advisory Agreement. There will be no changes to our principal investment objective, investment strategies, fundamental investment restrictions, or principal
risks as a result of entry into the Voting Trust Agreement or New Advisory Agreement.
Conference Call for Stockholders: The Company will hold its
earnings release conference call on Tuesday, February 6, 2024, at 8:30 a.m. Eastern Time. Please call (866) 424-3437 to enter the conference call. An operator will monitor the call and set a queue for any
questions. A replay of the conference call will be available through February 13, 2024. To hear the replay, please dial (877) 660-6853 and use playback conference number 13742734. The replay of the
conference call will be available beginning approximately one hour after the call concludes. The live audio broadcast of the Companys quarterly conference call will also be available online at www.GladstoneCapital.com. The event
will be archived and available for replay on the investors section of the Companys website.
About Gladstone Capital Corporation:
Gladstone Capital Corporation is a publicly-traded business development company that invests in debt and equity securities, consisting primarily of secured first and second lien term loans to lower middle market businesses in the United
States. Information on the business activities of Gladstone Capital and the other publicly-traded Gladstone funds can be found at www.GladstoneCompanies.com.
To obtain a paper copy of the Companys most recent Form 10-Q, please contact the Company at 1521 Westbranch
Drive, Suite 100, McLean, VA 22102, ATTN: Investor Relations. The financial information above is not comprehensive and is without notes, so readers should obtain and carefully review the Companys Form
10-Q for the quarter ended December 31, 2023, including the notes to the consolidated financial statements contained therein.
Investor Relations Inquiries: Please visit www.gladstonecompanies.com or (703) 287-5893.
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