Alternative Liquidity Fund : September 23, 2022 - EGM Proxy Form

ALTERNATIVE LIQUIDITY FUND LIMITED

(the "Company")

(a closed-ended company incorporated in Guernsey with registration number 60552)

FORM OF PROXY

EXTRAORDINARY GENERAL MEETING

Form of proxy for use by Shareholders at the Extraordinary General Meeting of the Company convened at Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR, on Wednesday 19 October 2022 at 9.00 a.m.

I/We

(full name(s) in block capitals)

of

(address in block capitals)

being a member of Alternative Liquidity Fund Limited hereby appoint(s)

• the Chairman of the meeting or the Company Secretary, such appointment being determined at the Chairman's discretion or

2 ...........................................................................................................................................................

(name and address of proxy in block capitals)

as my/our proxy to attend, and on a poll, vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held on Wednesday 19 October 2022 at 9.00 a.m. and at any adjournment thereof.

I/We wish my/our proxy to vote as indicated below in respect of the Resolutions to be proposed at the Extraordinary General Meeting. Please indicate which way you wish your proxy to vote by ticking the appropriate box alongside the Resolutions. Unless otherwise instructed, the proxy will vote as he thinks fit or withhold such vote (see note 2 below).

Please tick here if this proxy appointment is one of multiple appointments being made*

SPECIAL RESOLUTION

Please indicate the number of shares this proxy is appointed over (if less than your full voting entitlement).

		VOTE	VOTE	VOTE
		FOR	AGAINST	WITHHELD
1.	THAT the draft articles of incorporation produced
to the meeting and, for the purposes of identification,
initialled by the Chairman of the meeting be adopted as the
articles of incorporation of the Company in substitution for,
and to the entire exclusion of, the existing articles of
incorporation of the Company.
ORDINARY RESOLUTION

2. THAT the Company be and is hereby generally and unconditionally authorised, in accordance with the Companies (Guernsey) Law, 2008 (as amended) (the "Law") to make market purchases (as defined in that Law) of its Ordinary Shares in issue ("Ordinary Shares"), in line with the provisions stated in the Notice of EGM.

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If by an individual:	If for and on behalf of a corporation:
Signed by:……………………………………………………	Signed by:…………………………………………………
	For and on behalf
Dated:……………………………………………………2022	of:	……………………………………………………

Position: ……………………………………………………

Dated:…………………………………………….2022

Notes:

1. Any Shareholder entitled to attend, speak and vote at the meeting is entitled to appoint one or more proxies to attend, speak and, on a poll, vote instead of him. A proxy need not be a Shareholder of the Company. A Shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different Share or Shares held by the Shareholder. A Shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. A proxy may be an individual or a body corporate who need not be a Shareholder of the Company.
2. To be valid this Form of Proxy, together with, if appropriate, any power of attorney or other authority or a notarially certified copy of any power of attorney or other authority (if any) under which it is signed, must be deposited with Link Group at PXS1, Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL not later than forty-eight hours before the time appointed for holding the meeting.

• To appoint more than one proxy to vote in relation to different Shares within your holding you may photocopy the form. Please indicate the proxy holder's name and the number of Shares in relation to which they are authorised to act as your proxy (which in aggregate should not exceed the number of Shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope.

4.. Return of a completed Form of Proxy will not preclude a Shareholder from attending and voting personally at the meeting.

5. The "Vote Withheld" option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.

1. Any corporation which is a Shareholder of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of any class of Shareholders of the Company and the person so authorised shall be entitled to exercise the same power on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder of the Company.
2. To change your proxy instructions, simply submit a new proxy appointment using the method set out above. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. Please note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
3. Return of a completed Form of Proxy will not preclude a Shareholder from attending and voting personally at the meeting. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

• CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available fromhttps://www.euroclear.com/site/public/EUI).CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

• In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The CREST Proxy Instruction, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Link Group (ID RA10) no later than 48 hours before the time appointed for the Meeting (excluding any part of a non-working day). No such CREST Proxy Instruction received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Proxy Instruction by the CREST Applications Host) from which our registrar is able to retrieve the CREST Proxy Instruction by enquiry to CREST in the manner prescribed by CREST.

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After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
2. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
3. Only Shareholders entered on the register of Shareholders of the Company will be entitled to receive notice of the meeting. In addition, only Shareholders registered in the register of Shareholders of the Company by close of business on 17 October 2022 shall be entitled to attend, speak, and vote at the meeting in respect of the number of Shares registered in their name at that time. Changes to entries on the register after such time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
4. The notice sets out the Resolutions to be proposed at the meeting. The meeting will be chaired by the chairman of the Board or in the absence of the chairman then the Board shall nominate one of their number to preside as chairman. If neither the chairman of the Board nor the nominated Director are present at the meeting, then the Directors present at the meting shall elect one of their number to be chairman. If no Directors are present at the meeting, then the Members Present in Person shall elect a chairman for the meeting by Ordinary resolution.
5. The quorum for a meeting of Shareholders is two or more Shareholders (provided that they are entitled to vote on the business to be transacted at the meeting) present in person.
6. If, within half an hour from the appointed time for the meeting, a quorum is not present, then the meeting will be adjourned until 9.00 a.m. on 26 October and will be held at the same address. If, at that meeting, a quorum is not present within five minutes from the time appointed for the holding of the meeting, those Shareholders present in person or by proxy will form a quorum whatever their number and the number of Shares held by them.
7. If the Resolution is duly passed at the meeting (or any adjourned meeting thereof), and other necessary formalities are completed, this will result in the Resolution becoming binding on each Shareholder in the Company whether or not they voted in favor of the Resolution or voted at all.
8. To allow effective constitution of the meeting, if it is apparent to the chairman that no Shareholders will be present in person other than by proxy in the chairman's favor, then the chairman may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the chairman.

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