CVC Credit Partners European Opportunities : 2022 AGM Notice and Tender Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE.

If you are in any doubt about the contents of this Circular or the action you should take, you should seek immediately your own personal financial advice from an appropriately qualified adviser authorised pursuant to the UK Financial Services and Markets Act 2000 ("FSMA") if in the United Kingdom or otherwise regulated under the laws of the country in which you reside.

If you have sold or otherwise transferred all of your Shares please send this Circular together with the accompanying Proxy Appointment at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Circular should be read as a whole. Your attention is drawn in particular to the letter from your Chairman which is set out on pages 2 to 10 of this Circular and which recommends that you vote in favour of the resolutions to be proposed at the annual general meeting of the Company ("AGM") referred to in this Circular. Your attention is also drawn to the section entitled "Action to be Taken" on page 10 of this Circular.

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CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED

(a closed-ended investment company limited by shares incorporated under the laws of Jersey with registered number 112635)

Notice of Annual General Meeting 2022

Annual Circular in relation to Contractual Semi-Annual Tender

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The proposals described in this Circular are conditional on Shareholder approval at the AGM. Notice of the AGM to be held at 10.00 a.m. on 18 May 2022 at 7 Bond Street, St. Helier, Jersey JE2 3NP (which forms part of this Circular) is attached at pages 17 to 21 of this Circular.

Shareholders are requested to return a Proxy Appointment, enclosed with this Circular, by one of the following methods: (i) in hard copy form by post, by courier or by hand to Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY; or (ii) in the case of CREST members, by utilising the CREST electronic proxy appointment service (details of which are contained in this Circular), in either case so as to be received by Computershare Investor Services (Jersey) Limited ("Computershare Registrars") as soon as possible and, in any event, not less than 48 hours before the time at which the AGM (or any adjournment thereof) is to begin. Completion of a Proxy Appointment will not preclude a Shareholder from attending, speaking and voting in person at the AGM. The enclosed proxy form does not form part of this Circular.

Except to the extent inconsistent with this Circular, defined terms used in this Circular have the meanings ascribed to them in the section headed "Definitions" in Part V of this Circular.

This Circular is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

The Company is regulated by the Jersey Financial Services Commission.

TABLE OF CONTENTS

Page

TIMETABLE 1

PART I: LETTER FROM THE CHAIRMAN 2

PART II: TEXT OF PROPOSED INVESTMENT POLICY 11

PART III: COMPARISON OF INVESTMENT POLICY AND PROPOSED 12

INVESTMENT POLICY

PART IV: ADDITIONAL INFORMATION 13

PART V: DEFINITIONS 14

PART VI: NOTICE OF ANNUAL GENERAL MEETING 17

APPENDIX 1 ANNUAL CIRCULAR 22

TIMETABLE

Latest time and date for receipt of forms of proxy for the AGM	10.00 a.m. on 16 May 2022
Annual General Meeting	10.00 a.m. on 18 May 2022
Announcement of the results of the AGM	18 May 2022

The expected timetable of events in relation to the Contractual Semi-Annual Tenders over the next year is set out in Section A of the Annual Circular which is appended to this Circular as Appendix 1 and is available on the Company's website.

All references to times in this document are London times unless otherwise stated. Any revisions to the times and dates referred to above and elsewhere in this Circular will be notified to Shareholders by public announcement.

1

PART I: LETTER FROM THE CHAIRMAN

CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED

(a closed-ended investment company limited by shares incorporated under the laws of Jersey with registered number 112635)

Richard Boléat	Registered Address:
Stephanie Carbonneil	IFC1
Mark Tucker	The Esplanade
Vanessa Neill	St Helier
Jersey
JE1 4BP
22 April 2022
To the Shareholders
Dear Sir or Madam

NOTICE OF ANNUAL GENERAL MEETING

RECOMMENDED PROPOSAL FOR THE APPROVAL OF CERTAIN RESOLUTIONS

1. Introduction

I am pleased to enclose notice of the ninth AGM of CVC Credit Partners European Opportunities Limited (the "Company") which is to be held on Wednesday 18 May 2022 at 10.00 a.m. at 7 Bond Street, St. Helier, Jersey JE2 3NP.

The notice convening the AGM (the "Notice") is set out in Part VI of this Circular. The explanatory notes for the business to be transacted at the AGM are set out below.

I also refer you to the Company's Annual Circular in respect of the next two Contractual Semi-Annual Tenders which is appended to this Circular at Appendix 1. The Annual Circular is substantially revised with, among other things, a proposed move from a quarterly tender facility to a semi-annual tender facility. Finally, I would refer you to the Company's annual financial report 2021, which is available on the Company's website,www.ccpeol.com. A resolution to receive and consider the reports of the auditor and Directors and the Company's annual financial report for the year ended 31 December 2021 is included in the business of the AGM (Resolution 1), as is a resolution to approve payment of a final dividend (Resolution 9).

In addition to the ordinary business to be undertaken at the AGM, the Board wishes to seek Shareholder approval in connection with the following additional matters:

• (i) the proposed amendment to the Investment Policy (Resolution 10);

• (ii) the proposed amendments to the Company's articles of association ("Articles") to remove the prohibition on a majority of the Directors being tax resident in the United Kingdom and to change the currency conversion mechanism from a monthly mechanism to a semi-annual mechanism (Resolution 11);

• (iii) the proposed change to the name of the Company to CVC Income & Growth Limited (Resolution 12);

• (iv) the grant of authority to the Directors for the Company to make market purchases of its own Shares pursuant to the revised Contractual Semi-Annual Tender facility (Resolution 13);

• (v) the buy-back by the Company of up to 14.99 per cent. of the Shares in issue (Resolution 14);

• (vi) the grant of authority to the Directors to allot up to 10 per cent. of the Shares in issue (excluding any Shares held in treasury) at the close of the AGM, without having previously to offer such Shares to shareholders on a pre-emptive basis (Resolution 15); and

• (vii) the grant of authority to the Directors to allot up to 300 million Shares, conditional on publishing a prospectus that complies with FSMA and the FCA Rules (Resolution 16),

(together, the ''Proposals'').

The Board believes that the Proposals are in the best interests of the Company and its Shareholders as a whole and recommends that you vote in favour of all the Resolutions at the AGM. You are urged to complete and return your Proxy Appointment without delay, whether or not you intend to attend the AGM, as set out in paragraph 11 below.

2. Ordinary business

2.1 Re-appointment of existing Directors

Each of the Directors will retire at this year's AGM and will stand for re-election by the Shareholders. Vanessa Neill, who was appointed by the Directors in January 2022 will stand for election by the Shareholders for the first time.

All of the Directors seeking re-election have been subject to the evaluation procedures set out in the 'Corporate Governance Statement' in the Company's annual financial report for 2021. Based on that evaluation and taking into account each Director's background, it is considered that each Director continues to be effective and their contribution supports the long-term sustainable success of the Company. Each Director demonstrates the level of commitment required in connection with their role and the needs of the business (including making sufficient time available for Board and committee meetings and other duties).

A full biography of each Director is available in the 'Corporate Governance Statement' in the Company's annual financial report for 2021.

I therefore ask you to support the election of Vanessa Neill and the re-election of the remaining Directors, each of whom has confirmed their intention to offer themselves for election or re-election (as applicable) at the AGM (Resolutions 3, 4, 5 and 6).

With regard to the proposed re-election of Mr Boléat and Mr Tucker, notwithstanding the length of their tenure, the Board believes that Mr Boléat and Mr Tucker continue to demonstrate constructive challenge in their dealings with other Board members and the Investment Vehicle Manager, and that Mr Boléat and Mr Tucker remain independent in character and judgement within their roles The Nomination and Remuneration Committee considers that Directors' tenure beyond nine years is appropriate in this instance on the basis the Board is in a period of transition with regards to its succession planning, so as not to lose acquired corporate knowledge and experience. It is also noted that changes to the Board and the Investment Vehicle Manager personnel have provided new perspectives within this business relationship.

2.2

Directors' remuneration report

Shareholders are also invited to vote on the Directors' remuneration report for the year ended 31 December 2021 (Resolution 2), which is set out in the Company's annual financial report for 2021. Please note that the vote is advisory only, and the Directors' entitlement to remuneration is not conditional on Resolution 2 being passed.

2.3

Re-appointment and remuneration of auditors

At every general meeting at which the annual financial report is presented to Shareholders, the Company is required to appoint an auditor to serve until the next general meeting. Ernst & Young LLP have indicated that they are willing to continue as the Company's auditor for another year. You are asked to approve their re-appointment (Resolution 7) and, following normal practice, to authorise the Board to determine their remuneration (Resolution 8).

2.4

Declaration of final dividend

Resolution 9 seeks Shareholder approval to declare a final dividend of £0.0125/€0.0125 per Share. This is recommended by the Directors, and if approved, will be paid to those Shareholders appearing on the register of members of the Company at 6 p.m. on 27 May 2022. If approved by Shareholders at the AGM, the dividend will be paid on 17 June 2022.