Abrdn Asia Pacific Income Fund VCC : Management Information Circular for Annual Shareholders’ Meeting

abrdn

Asia-Pacific Income

Fund VCC

UEN: T21VC0235H

21 Church Street, 01-01 Capital Square Two, Singapore 049480

Notice of Annual General Meeting of Shareholders

and

Management Information Circular

Annual General Meeting of Shareholders, March 9, 2023

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Table of Contents
Notice of Annual General Meeting of Shareholders	1
Management Information Circular	3
Introduction	3
Forward-Looking Information and Currency	5
Brief History of the Company	5
Proposal 1: Fixing of the Number of Directors and Election of Directors	6
Proposal 2: Appointment of Auditor	12
Other Matters	13
Management Contracts	13
Additional Information	17
Expenses	18
Quorum and Vote Required	18

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Notice of Annual General Meeting of Shareholders

January 17, 2023

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of abrdn Asia-Pacific Income Fund VCC, UEN: T21VC0235H (formerly Aberdeen Asia-Pacific Income Investment Company Limited) (the "Company") will be held at 21 Church Street, 01-01 Capital Square Two, Singapore 049480, Singapore on March 9, 2023 at 8 a.m. Singapore time (March 8, 2023 at 7 p.m. EST) for the following purposes:

1. to fix the number of directors and elect directors;
2. to appoint KPMG LLP, Singapore as the Company's Singapore-based auditor and to appoint KPMG LLP, Toronto as the Company's principal independent registered public accountant for the fiscal year ending October 31, 2023 with effect until the next annual general meeting of the Company; and
3. to transact such other business as may properly come before the meeting or any adjournment of such meeting.

The Board of Directors has fixed the close of business on January 16, 2023 as the record date for the determination of shareholders entitled to vote at the meeting or any adjournment of such meeting.

By Order of the Board of Directors

Megan Kennedy, Joint Secretary

January 17, 2023

IMPORTANT: You are cordially invited to attend the meeting. Shareholders who do not expect to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and return it promptly in the addressed envelope included for your convenience (Canadian and U.S. shareholders will receive a postage paid envelope while shareholders outside these jurisdictions will receive an envelope requiring postage). Shareholders who wish to vote their proxy by telephone or by internet should follow the instructions provided on the enclosed proxy form. To be effective, a proxy must be received no later than two clear business days before the date of the meeting, being March 6, 2023 at 7 p.m. EST (March 7, 2023 at 6 a.m. Singapore time), or in the case of any adjournment of the meeting, no later than 5 p.m. EST (4 a.m. Singapore time) on the day that is two clear business days prior to the date of the adjournment of the meeting. In the event that quorum is not present at the meeting, the meeting will be adjourned until 8 a.m. Singapore time on March 16, 2023 (8 p.m. on March 15, 2023 EST) at the same location. Only registered shareholders and duly appointed proxyholders will be permitted to vote at the meeting. Non-registered shareholders who have not appointed themselves as proxyholders may attend the meeting as guests, but will not be able to vote their shares (the "Shares") at the meeting. Please refer to the subsection titled "Introduction - Non-Registered Shareholders" in the management information circular for more information.

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Due to the capacity of the meeting venue, there may be restrictions on the number of persons who can attend the meeting in person. We encourage registered shareholders to vote by proxy and non-registered shareholders to complete the form of voting instructions, as applicable, provided to you with this notice of meeting and management information circular.

The enclosed proxy is being solicited on behalf of the Board of Directors of the Company.

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Management Information Circular

Introduction

This Information Circular is furnished in connection with the solicitation of proxies on behalf of the board of directors (the "Board of Directors") of abrdn Asia-Pacific Income Fund VCC, UEN: T21VC0235H (the "Company"), a Singapore variable capital company ("VCC"), to be voted at the Annual General Meeting of Shareholders of the Company (the "Meeting") to be held at 21 Church Street, 01-01 Capital Square Two, Singapore 049480, Singapore on March 9], 2023, at 8 a.m. Singapore time (March 8, 2023 at 7 p.m. EST). This Information Circular is dated January 17, 2023.

Voting Your Shares

All votes by proxy, whether by telephone, internet or a properly executed proxy form received via mail prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therewith. Unless instructions to the contrary are marked, proxies will be voted in favour of Proposals 1 and 2. Any proxy may be revoked at any time prior to the exercise thereof by giving written notice to the Secretary of the Company (addressed to the Secretary of the Company at the principal office of the Company, at 21 Church Street, 01-01 Capital Square Two, Singapore 049480). Each shareholder of the Company (each, a "Shareholder") has the right to appoint a person or company other than those designated in the enclosed form of proxy to represent such Shareholder at the Meeting. A Shareholder desiring to appoint some other person to represent him, her or it at the Meeting may do so by inserting the desired person's name in the space indicated in the form of proxy. A proxyholder need not be a Shareholder.

Non-Registered Shareholders

The information set forth in this section is relevant to you if you do not hold your Shares in your own name. Only proxies deposited by Shareholders whose names appear on the Company's records as the registered holders of Shares can be recognized and acted upon at the Meeting. Non-registered Shareholders who have not appointed themselves as proxyholders may attend the meeting as guests, but will not be able to vote their Shares at the meeting. If Shares are listed in your account statement provided by your broker, then in almost all cases those Shares will not be registered in your name on the Company's records. Such Shares will likely be registered under the name of your broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co., the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms. Shares held by your broker or their nominee can only be voted upon your instructions. Without specific instructions, your broker or their nominee is prohibited from voting your Shares.

Applicable regulatory policy requires your broker to seek voting instructions from you in advance of the Meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your Shares are voted at the Meeting. Often, the form of voting instructions supplied by your

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