

| TICC CAPITAL CORP | 02/09/2016 AGM | |
|---|---|---|
| 1 | Elect Tonia L. Pankopf | Withhold |
| 2 | Amend the Company's Bylaws to implement a majority vote standard for the election of directors in uncontested elections | For |
| 3 | Appoint the Auditors | For |
| 4 | Approve a binding proposal to terminate the Investment Advisory Agreement, dated as of July 1, 2011, by and between TICC and TICC Management, LLC | Abstain |
| 5 | To adjourn the special meeting, to solicit additional proxies | Oppose |