CVC Credit Partners European Opportunities : EGM Notice

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 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 4 to 8 of this Circular and which recommends that you vote in favour of the resolution to be proposed at the extraordinary general meeting of the Company ("EGM") referred to in this Circular. Your attention is also drawn to the section entitled "Action to be Taken" on page 8 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 Extraordinary General Meeting

Recommended proposals to amend the Terms and Conditions contained in the Annual

Circular in relation to Contractual Quarterly Tenders

_________________________________________________________________________________

The proposal described in this Circular is conditional on Shareholder approval at the EGM. Notice of the EGM to be held at 10 a.m. on 6 December 2021 at 7 Bond Street, St. Helier, Jersey JE2 3NP (which forms part of this Circular) is attached at page 12 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 to Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6AH; 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 EGM (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 EGM (subject to any restrictions that may be in place as a result of the Covid-19 Pandemic). 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 III of this Circular or, where not so defined, shall have the same meaning as in the Prospectus issued by the Company dated 29 March 2019, being the most recent prospectus that the Company has published prior to the date of this Circular (a copy of which is available from the Company's website at www.ccpeol.com).

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.

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TABLE OF CONTENTS
	Page
TIMETABLE	3
PART I: LETTER FROM THE CHAIRMAN	4
PART II: ADDITIONAL INFORMATION	9
PART III: DEFINITIONS	10
PART IV: NOTICE OF EXTRAORDINARY GENERAL MEETING	12
APPENDIX 1 AMENDED ANNUAL CIRCULAR	16

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TIMETABLE

Latest time and date for receipt of forms of proxy for the EGM

Extraordinary General Meeting

Announcement of the results of the EGM

10 a.m. on 2 December 2021

10 a.m. on 6 December 2021

6 December 2021

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.

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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
	St Helier
	Jersey
	JE1 4BP

17 November 2021

To the Shareholders

Dear Sir or Madam

NOTICE OF EXTRAORDINARY GENERAL MEETING

RECOMMENDED PROPOSALS TO AMEND THE TERMS AND CONDITIONS CONTAINED IN THE ANNUAL CIRCULAR IN RELATION TO CONTRACTUAL QUARTERLY TENDERS

1. Introduction

I enclose notice of an extraordinary general meeting of CVC Credit Partners European Opportunities Limited (the "Company") which is to be held on 6 December 2021 at 10 a.m. at 7 Bond Street, St. Helier, Jersey JE2 3NP (the "EGM").

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

With effect from the March 2022 Tender, the Board is seeking to amend the terms and conditions of the Company's Contractual Quarterly Tenders to implement a maximum limit (subject only to Pro Rata Scaling Back) in respect of the number of Shares a Shareholder is permitted to tender, and to require Shareholders to provide a representation and warranty to the Company that they have held the Shares tendered continuously between the relevant Tender Record Date and the date and time of receipt by the Company of their Tender Request and that none of the Shares tendered were acquired by such Shareholder after the relevant Tender Record Date. Further details of the proposed amendments are included below and the amended terms and conditions are included in full in Section C of Appendix 1 to this Circular, being the Annual Circular dated 19 Match 2021, blacklined to show such amendments.

As detailed in this Circular, it has come to the attention of the Board that the terms and conditions of the Contractual Quarterly Tenders currently allow Shareholders to tender Shares without a prescribed maximum limit (subject only to Pro Rata Scaling Back) and allow Shareholders to trade Shares, between the Tender Record Date and the deadline for submitting the Tender Request, and subsequently tender Shares which have not been continuously held between the two respective dates - as a result, the current maximum limit is effectively the number of Shares a Shareholder holds on the date of their Tender Request. This allows the Shareholders to use the Contractual Quarterly Tender facility in a way other than was originally intended, which was to enable Shareholders to tender some or all of the Shares they held on the Tender Record Date and continued to hold at the date they made the Tender Request. The proposed amendments outlined above address these issues.

In order to align the terms and conditions of the Contractual Quarterly Tender facility with what the Board considers to be the best interests of the Shareholders as a whole, the Board is convening the EGM to consider and, if thought fit, to pass the Resolution to amend the terms and conditions of the Contractual Quarterly Tender facility by replacing the existing terms and conditions with the terms and conditions set

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out in the Amended Annual Circular which forms Appendix 1 to this Circular with effect from, and including, the March 2022 Tender (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 the Resolution at the EGM. You are urged to complete and return your Proxy Appointment without delay, whether or not you intend to attend the EGM. It is possible that restrictions on travel and public gatherings may be in place at the time of the meeting due to the Covid-19 Pandemic. Shareholders should have regard to the official guidance on any restrictions on travel and public gatherings issued by the government of Jersey at www.gov.jeas well as any guidance issued by the competent authority in any other jurisdiction from which or through which they may be travelling.

2. Reasons for the Proposals

It has come to the attention of the Board that the terms and conditions of the Contractual Quarterly Tender facility currently allow Shareholders to tender Shares without a prescribed maximum limit (subject only to Pro Rata Scaling Back) and allow Shareholders to trade in Shares between the Tender Record Date and the deadline for submitting the Tender Request, and then to tender Shares which have not been continuously held between the two respective dates.

The purpose of the Contractual Quarterly Tender is to allow Shareholders a mechanism to realise their Shares at the Tender Price. It is an alternative to trading Shares in the market. As such, it was not intended that Shareholders be able to sell and repurchase Shares between the Tender Record Date and the date of their Tender Request and then tender any of those newly acquired Shares despite holding them only for a short period of time. Such use of the Contractual Quarterly Tender facility, while technically permitted by the current terms and conditions of the Contractual Quarterly Tender facility, is not in the spirit of how the Contractual Quarterly Tender facility was originally intended to operate and risks creating arbitrage opportunities whereby Shareholders could opportunistically sell and repurchase Shares at a discount between the Tender Record Date and the date of their Tender Request and subsequently realise newly acquired Shares at the NAV-based Tender Price. It would also risk distorting the Share price as larger investors use arbitrage opportunities, often to the detriment of smaller investors, including retail investors. Finally, it could give rise to situations where, if the Company were to issue new Shares between the Tender Record Date and the deadline for the receipt of Tender Requests, a Shareholder could tender any of those newly issued Shares in the corresponding Contractual Quarterly Tender, which is not the intention.

In order to reduce the risks of the Contractual Quarterly Tender being used in the above ways, the Board is proposing changes to the terms and conditions of the Contractual Quarterly Tender facility with effect from, and including, the March 2022 Tender as set out below.

3. Proposed changes to the Contractual Quarterly Tender facility

The Company is proposing the following changes to the Contractual Quarterly Tender facility with effect from, and including, the March 2022 Tender:

• Maximum Limit: The Company proposes to include a prescribed maximum limit on the number of Shares that a Shareholder may tender in respect of a Contractual Quarterly Tender, being the number of Shares that the Shareholder has held continuously between the relevant Tender Record Date and the date and time of receipt by the Company of the relevant Tender Request (the "Maximum Limit").
• Continuous Holding Requirement: Each tendering Shareholder will be required to give a representation and warranty to the Company that they have held the Shares tendered continuously between the relevant Tender Record Date and the date and time of receipt by the

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