PennantPark Floating Rate Capital : Annual Meeting of Stockholders to be held on February 7, 2023

PENNANTPARK FLOATING RATE CAPITAL LTD.

1691 Michigan Avenue

Miami, Florida 33139

PROXY CARD FOR SHAREHOLDERS WHO HOLD SHARES VIA TASE MEMBERS

Annual Meeting of Stockholders

Virtual Meeting Only - No Physical Meeting Location

www.virtualshareholdermeeting.com/PFLT2023

February 7, 2023 at 9:45 AM, Eastern

This proxy is solicited by the Board of Directors

The undersigned hereby appoints Mr. Arthur H. Penn or his designated substitute to act as attorney and proxy for the undersigned to vote all the shares of Common Stock of PennantPark Floating Rate Capital Ltd. (the "Company") which the undersigned is entitled to vote and to otherwise represent the undersigned at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held virtually via live webcast over the Internet at www.virtualshareholdermeeting.com/PFLT2023, on February 7, 2023 at 9:45 AM, Eastern time, and at all adjournments thereof, as indicated on this proxy. The undersigned hereby acknowledges receipt of the Notice of Virtual Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting.

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Annual Meeting or any postponements or adjournments thereof.

Please sign and date this proxy card and return it promptly, together with an Ownership Certificate from the TASE member through which your shares are registered, to the Company's Israeli counsel, Goldfarb Seligman & Co., c/o Jonathan Cohen, 98 Yigal Alon Street, 44th Floor, Tel Aviv 6789141, Israel (email: [e-mail]) so your shares may be represented at the Annual Meeting. The proxy card and Ownership Certificate must be received no later than February 2, 2023 to be validly included in the tally of shares voted at the Annual Meeting.

Continued and to be signed on next page

The Board of Directors recommends you vote FOR the following:

1. Election of director

Nominee: 01 Mr. Arthur H. Penn

 FOR

 WITHHOLD

 ABSTAIN

02 Mr. José A. Briones, Jr.

 FOR

 WITHHOLD

 ABSTAIN

The Board of Directors recommends you vote FOR the following:

2. To ratify the selection of RSM US LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023.

 FOR

 AGAINST

 ABSTAIN

Please indicate if you plan to attend this meeting

 YES

 NO

Please sign exactly as your name(s) appear(s) on the ownership confirmation issued by your TASE member. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint holders should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by duly authorized officer.

Print name

Signature

Date

Print name

(Joint Owners)

Signature

Date

[Israeli proxy card for 2023 Annual Meeting of Stockholders of PennantPark Floating Rate Capital Ltd.]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  ☒ Definitive Proxy Statement
• Definitive Additional Material
• Soliciting Material under §240.14a-12

PennantPark Floating Rate Capital Ltd.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee paid previously with preliminary materials
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

December 7, 2022

Dear Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of PennantPark Floating Rate Capital Ltd., a Maryland corporation ("PFLT" or the "Company"), to be held on February 7, 2023 at 9:45 AM, Eastern Time. The Annual Meeting will be conducted as a virtual meeting hosted by means of a live audio webcast. The Annual Meeting can be accessed on the above date and time, and you or your proxyholder can participate in and vote at the virtual Annual Meeting by registering at www.virtualshareholdermeeting.com/PFLT2023and using the Control Number included in the Notice of Internet Availability of Proxy Materials.

The Notice of Virtual Annual Meeting of Stockholders and the Proxy Statement of the Company, which is accessible on the Internet or by request, provides an outline of the business to be conducted at the Annual Meeting. At the Annual Meeting, you will be asked to consider and vote upon: (1) the election of two directors to the board of directors of the Company and (2) the ratification of the selection of RSM US LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the meeting in person (virtually), I urge you to follow the instructions on the Notice of Internet Availability of Proxy Materials to authorize your proxy on the Internet. We encourage you to vote via the Internet, as it saves us significant time and processing costs. However, on the Notice of Internet Availability of Proxy Materials you also will find instructions on how to request a hard copy of the Proxy Statement and proxy card free of charge and you may authorize your proxy by returning your proxy card to us after you request the hard copy materials. If you hold your shares through a Tel Aviv Stock Exchange member, please follow the voting instructions in the Proxy Statement, which are otherwise different from that of other stockholders.

Your vote and participation in the governance of the Company is very important to us.

Sincerely yours,

Arthur H. Penn

Chief Executive Officer

PennantPark Floating Rate Capital Ltd.

1691 Michigan Avenue

Miami, Florida 33139 786-297-9500

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PENNANTPARK FLOATING RATE CAPITAL LTD.

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

Virtual Meeting Only - No Physical Meeting Location

www.virtualshareholdermeeting.com/PFLT2023

To be held on February 7, 2023

December 7, 2022

Notice is hereby given to the owners of shares of common stock (the "Stockholders") of PennantPark Floating Rate Capital Ltd., a Maryland corporation ("PFLT" or the "Company"), that:

The 2023 Annual Meeting of Stockholders of the Company (the "Annual Meeting") will be held virtually on February 7,

2023 at 9:45 a.m., Eastern Time, at www.virtualshareholdermeeting.com/PFLT2023for the following purposes:

1. To consider and vote upon the election of two directors to the Board of Directors of the Company, who will each serve for a term of three years until the 2026 annual meeting of Stockholders and until his successor is duly elected and qualifies;
2. To consider and vote upon the ratification of the selection of RSM US LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023 and
3. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

The Annual Meeting will only be accessible virtually via live webcast over the Internet at

www.virtualshareholdermeeting.com/PFLT2023.

You have the right to receive notice of, and to vote at, the Annual Meeting if you were a stockholder of record of the Company at the close of business on November 30, 2022. The Company is furnishing a Proxy Statement and proxy card to the Stockholders on the Internet, rather than mailing printed copies of those materials to each Stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the Proxy Statement and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the Proxy Statement, and authorize your proxy, on the Internet.

Your vote is extremely important to us. Whether or not you plan to attend the Annual Meeting virtually, we encourage you to authorize your proxy on the Internet by following the instructions provided on the Notice of Internet Availability of Proxy Materials. You may also request from us free of charge hard copies of the Proxy Statement and proxy card for the Company by following the instructions on the Notice of Internet Availability of Proxy Materials. In the event there are not sufficient votes for a quorum or to approve the Company's proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

THE COMPANY'S BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE PROPOSALS.

By Order of the Board of Directors,

Thomas J. Friedmann

Secretary

PennantPark Floating Rate Capital Ltd.

1691 Michigan Avenue

Miami, Florida 33139

786-297-9500

This is an important meeting. To ensure proper representation at the Annual Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to authorize your proxy via the Internet or request, complete, sign, date and return a proxy card. Your vote is extremely important no matter how many or how few shares you own. Even if you vote your shares prior to the Annual Meeting, you still may attend the Annual Meeting and vote your shares in person (virtually) should you wish to change your vote.

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