22/04/2022: Annual General Meeting on 24 June 2022 Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or independent professional adviser duly authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document, together with the accompanying Form of Proxy (for use by holders of Ordinary Shares) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Princess Private Equity Holding Limited

(a closed-ended investment company incorporated in Guernsey with registration number 35241)

Notice of Annual General Meeting __________________________________________________________________________________

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Princess Private Equity Holding Limited set out in this document, which contains a recommendation that you vote in favour of the Resolutions to be proposed at the Annual General Meeting referred to below.

Notice of the Annual General Meeting of Princess Private Equity Holding Limited, to be held at 09.00 am on 24 June 2022 at Tudor House, Le Bordage, St Peter Port, Guernsey GY1 6BD, Channel Islands is set out at the end of this document.

A Form of Proxy is enclosed for use in connection with the Annual General Meeting. To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed thereon. Duly completed Forms of Proxy must be returned to the Company's Transfer Agent, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible but, in any event, so as to arrive no later than 09.00 am on the 22 June 2022. The completion and return of a Form of Proxy will not preclude you from attending the Annual General Meeting and voting in person if you wish to do so.

LETTER FROM THE CHAIRMAN OF

Princess Private Equity Holding Limited

(a closed-ended investment company incorporated in Guernsey with registered number 35241)

Correspondence address:

I am writing to inform you that the Annual General Meeting of the Company will be held at 09.00 am on 24 June 2022 at Tudor House, Le Bordage, St Peter Port, Guernsey GY1 6BD, Channel Islands. The formal notice of Annual General Meeting is set out on page 6 of this document.

Copies of the Circular can also be obtained from the Company Secretary or from the Investors Relations section of the Company's website, athttps://www.princess-privateequity.net/

The Board also encourages shareholders to submit their proxies as early as possible.

Resolutions at the Annual General Meeting

Details of the ordinary and special business to be proposed at the Annual General Meeting are set out below:

Ordinary Business

The ordinary business of the Annual General Meeting comprises Resolutions 1 to 9 and is to receive and adopt the financial reports of the Company for the year ended 31 December 2021 together with the Reports of the Directors and Auditors, to approve the re-appointment of PricewaterhouseCoopers CI LLP as Auditors of the Company for the year ending 31 December 2022, and to authorise the Directors to fix their remuneration, to re-elect the Directors who are all retiring by rotation or otherwise and to approve the Company's dividend policy.

The Company's Articles of Incorporation provide that at each Annual General Meeting of the Company all Directors will retire from office and each Director may offer themselves for election or re-election by the Members.

The Board concurs with the view expressed in the AIC Code that longstanding directors should not be prevented from being considered independent and that "independence stems from the ability to make those objective decisions that may be in conflict with the interests of management." Re-election recommendations have always been subject to an assessment of the independence of the Director in question and their continued satisfactory performance. In view of the long-term nature of the Company's investments, the Board believes that a stable board composition is fundamental to running the Company properly. The Board has not stipulated a maximum term of any directorship.

The biographies for each of the directors standing for re-election can be found on pages 25 and 26 in the Company's Annual Report for the year ended 31 December 2021 (available on the Company's website and included with this document).

Mr Battey has served on the Board for more than twelve years. It is the opinion of the other members of

Registered office: Tudor House, Le Bordage, St Peter Port, Guernsey, Channel Islands

the Board that Mr Battey continues to demonstrate objective and independent thought processes during his leadership of the Board and his dealings with the Investment Manager and they therefore consider him as independent, despite his long service. The Board has concluded that his knowledge of the Company, built up over his service with it, contributes to the effectiveness of an otherwise quite new Board and his continued service is in the best interests of shareholders. Additionally, he has no other significant business commitments and the Board is satisfied that he has sufficient time available to discharge fully his responsibilities as Chairman of the Company.

Mr von der Forst has served on the Board for more than nine years. It is the opinion of the other members of the Board that Mr von der Forst continues to demonstrate objective and independent thought and that they therefore consider him as independent. The Board also considers that Mr von der Forst continues to devote sufficient time to the Company so as to fulfil his responsibilities effectively.

It should be noted that the average tenure for the members of the Board is six years and six months, or four years and two months excluding Mr Battey and Mr von der Forst.

Mr Haldner is not considered independent because he is a Partner at Partners Group and responsible for strategic client development in Europe and public affairs globally. Previously, he served as Head of the Investment Structures business department and was a member of the Global Executive Board. He has been with Partners Group since 2001 and has over 30 years of industry experience. The Board continues to be satisfied with the performance of all the Directors, with Mr Haldner being able to provide additional insight into the private markets industry and, in particular, both investor relations and investment activity.

Dividend Policy

As a non-UK issuer domiciled in Guernsey, whilst the Company is not obligated to seek approval from shareholders for the payment of dividends (either interim or final), pursuant to The Companies (Guernsey) Law, 2008, the Board recognises that best practice, corporate governance and shareholder expectations may be such that it would be appropriate for shareholders to be provided with an opportunity to review and, if appropriate, approve the Company's dividend policy on an ongoing basis. Accordingly, shareholders are being asked to approve the Company's policy with respect to the payment of dividends for the year ending 31 December 2022.

The Company is targeting an aggregate dividend of 5% of opening net asset value per share for the year to 31 December 2022 to be paid in half yearly instalments. The first interim dividend is expected to be paid in June 2022 and the other interim dividend with respect to the year ending 31 December 2022 is expected to be paid in December 2022.The above dividend payments are targets only and not profit forecasts. There can be no assurance that these targeted payments can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns.

Special Business

The special business of the Annual General Meeting comprises Resolutions 10 and 11.

Resolution 10 will be proposed as a special resolution to give the Directors the general power to allot equity securities for cash or to sell treasury shares for cash as if article 5 of the Articles of Incorporation (which provides for pre-emption rights) did not apply to any such allotment.

The general power granted by this Resolution shall be limited to:

(a) the allotment of equity securities in connection with an offer of equity securities:

(i) to the holders of Ordinary Shares in the Company in proportion (as nearly as may be practicable) to their respective holdings; and

(ii)to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary;

but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b)

the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of EUR 6,915, representing 10 per cent. of the Company's issued ordinary share capital as at the date of the notice of the Annual General Meeting to be issued at a price no less that the net asset value per share determined on the date of the issue (this equates to 6,915,116 Ordinary Shares as at the date of the notice of the Annual General Meeting).

Such authority shall expire on the date of the Annual General Meeting of the Company in 2023, unless such authority is revoked prior to such date by a resolution of the Company in a general meeting.

Resolution 11 will be proposed as an ordinary resolution to authorise the Company in accordance with section 315 of the Companies (Guernsey) Law, 2008, to make market acquisitions of Ordinary Shares in the Company provided that:

• (a) the maximum number of Ordinary Shares authorised to be acquired is the number equal to 14.99 per cent. of the Ordinary Shares in issue as at the date of passing of the Resolution (excluding Ordinary Shares of that class held in treasury) (this equates to 10,365,760 Ordinary Shares as at the date of the notice of the Annual General Meeting);

• (b) the minimum price (exclusive of expenses) to be paid for an Ordinary Share will be EUR 0.001 (being the nominal value of an ordinary share); and

• (c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is the higher of (i) an amount equal to 105 per cent. of the average market value of the Ordinary Shares for the five business days immediately preceding the day on which the share is contracted to be purchased; and (ii) an amount equal to the higher of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out.

Such authority shall expire on the date of the Annual General Meeting of the Company in 2023, unless such authority is varied, revoked or renewed prior to such date by a resolution of the Company in a general meeting or the Company has made a contract to acquire its own shares under such authority prior to its expiry which will or may be executed wholly or partly after its expiration.

Action to be taken by Shareholders

You will find enclosed with this document a Form of Proxy for use at the Annual General Meeting by holders of Ordinary Shares.

Registered holders of Ordinary Shares are requested to complete and sign the Form of Proxy in accordance with the instructions printed thereon. Duly completed Forms of Proxy must be returned to the Company's Transfer Agent, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible but, in any event, so as to arrive no later than 09.00 am on the 22 June 2022. CREST members should use the CREST electronic appointment service and refer to Note 5 of the Notice of the Annual General Meeting in relation to the submission of a proxy appointment via CREST.

If you have any questions regarding these instructions, or the other contents of this circular, please do not hesitate to contact the Company Secretary on +44 (0) 1481 749 700. Please note that financial advice will not be given on this helpline.

Recommendation

The Board considers that the Resolutions to be put to the Annual General Meeting are in the bestinterests of Shareholders as a whole and unanimously recommends that you vote in favour of the Resolutions.

The Directors intend to vote in favour of the Resolutions in respect of the 303,054 Ordinary Shares (approximately 0.438 per cent. of the Company's current issued ordinary share capital holding voting rights) in respect of which they are, as at the date of the publication of this letter, entitled to exercise the voting rights. If the Directors acquire the right to exercise voting rights over any further Ordinary Shares in the capital of the Company prior to the date of the Annual General Meeting, it is their intention that such voting rights would be exercised in favour of the Resolutions.

Yours sincerely

Richard Battey

Chairman

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