Chenavari Toro Income Fund : Proxy Form

Chenavari Toro Income Fund Limited	FORM OF PROXY

Form of Proxy for use by shareholders of Chenavari Toro Income Fund Limited (the "Company") at the Annual General Meeting to be held on 2 March 2023 at 10.00 am (the "Meeting").

As a shareholder of the Company you have the right to attend, speak at and vote at the Meeting. If you cannot, or do not want to, attend the Meeting, but still want to vote, you can appoint someone to attend the Meeting and vote on your behalf. That person is known as a "proxy".

You can use this Form of Proxy to appoint the Chairman of the Meeting, or someone else, as your proxy. Your proxy does not need to be a shareholder of the Company.

I/We (name in full)	(in BLOCK CAPITALS)
of (registered address)
..................................................................................................................................................	(in BLOCK CAPITALS)
holding (insert number of ordinary shares)	(in BLOCK CAPITALS)

being (a) shareholder(s) of the Company entitled to attend and vote at meetings, hereby appoint the Chairman

of the Meeting or

(see Note 1)

as my/our proxy to attend and, to vote for me/us on my/our behalf at the Meeting of the Company to be held on 2 March 2023, and at any adjournment thereof

Ordinary resolutions		Vote	At
For	Against withheld	discretion

1. To receive and adopt the Audited Financial Statements of the Company for the year ended 30 September 2022.
2. That Frederic Hervouet be re-appointed as a Director of the Company.
3. That John Whittle be re-appointed as a Director of the Company.
4. That Roberto Silvotti be re-appointed as a Director of the Company.
5. That Deloitte LLP of Regency Court, Glategny Esplanade, St Peter Port, Guernsey be re-appointed as auditors of the Company.
6. That the Directors be and are hereby authorised to fix the remuneration of the Auditors.
7. That the Company be and is hereby generally and unconditionally authorised, in accordance with Article 8.1 of its Articles of Incorporation and Section 315 of the Companies (Guernsey) Law, 2008 (the "Law") to make market acquisitions (as defined in the Law) of ordinary shares in the capital of the Company ("Shares") provided that:
8. 1. the maximum number of Shares hereby authorised to be purchased is 45,964,307 Shares, or such other number of Shares that is equal to 14.99 per cent. of the issued share capital of the Company (excluding treasury shares) as at the date of circulation of this notice;
   2. the minimum price (exclusive of expenses) which may be paid for a Share shall be €0.01;
   3. the maximum price (exclusive of expenses) which may be paid for a Share shall be an amount equal to the higher of: (i) 105 per cent. of the average of the middle market quotations for a Share (as published by the London Stock Exchange) for the five trading days immediately preceding the day on which the Share is contracted to be purchased; and (ii) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
   4. the authority hereby conferred shall expire at the General Meeting of the Company in 2024, unless such authority is renewed, varied or revoked prior to such time;
   5. the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Shares pursuant to any such contract; and
   6. any Shares bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.

Please indicate with an "X" in the appropriate box opposite the resolutions how you wish your votes to be cast (see Note 4).

Signature(s) ……………………………………………………… (See Note 6) Dated

2023

See Notes overleaf

Chenavari Toro Income Fund Limited	FORM OF PROXY

Notes to the Form of Proxy

1. If you wish to appoint as a proxy a person other than the Chairman of the Annual General Meeting (who need not be a shareholder), please delete the words "the Chairman of the Meeting" and insert the name of the other person. All alterations made to this Form of Proxy must be initialled by the signatory.
2. The completion and return of this Form of Proxy will not prevent you from attending in person, speaking and voting at the Annual General Meeting should you subsequently decide to do so.
3. A shareholder may appoint more than one proxy to attend provided that each proxy is appointed to exercise rights attached to a different share or shares held by him. When two or more valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting and in respect of the same matter, the one which is lastly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was lastly delivered, none of them shall be treated as valid in respect of that share.
4. If you wish your proxy to cast all of your votes for or against a resolution you should insert an "X" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the Annual General Meeting) which may properly come before the Annual General Meeting.
5. The "Vote Withheld" option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. A "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" or "Against" a resolution. The "At Discretion" option is provided to enable you to give discretion to your proxy to vote or abstain from voting on a particular resolution as he or she thinks fit.
6. This Form of Proxy must be signed by the shareholder or his/her attorney. Where the shareholder is a corporation, the signature must be under seal or signed by a duly authorised representative. In the case of joint shareholders, any one shareholder may sign this Form of Proxy. The vote of the senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint shareholding.
7. To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or

a copy of such authority certified notarially or in some other way approved by the Board of Directors) must be deposited at the offices Computershare Investor Services (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but, in any event, so as to arrive no later than 10.00 am on 28 February 2023.

1. Shareholders should refer to the notes to the notice of Annual General Meeting before completing this Form of Proxy.
2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009.

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02 5211 0123

TEAR HERE

AFFIX

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HERE

Computershare Investor Services (Guernsey) Limited

The Pavilions

Bridgwater Road

Bristol

BS99 6ZY