Ares Capital
Corporation
245 Park Avenue,
44th
Floor
New York, NY
10167
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS
TO BE HELD ON AUGUST 8,
2023
To the Stockholders of Ares
Capital Corporation:
Notice is hereby given that a
Special Meeting of Stockholders (the “Special Meeting”) of Ares
Capital Corporation, a Maryland corporation (the “Company”), will
be held virtually on August 8, 2023 at 2:00 p.m., Eastern
Time for the following purpose:
1.
To consider and vote upon a
proposal to authorize the Company, with the approval of its board
of directors, to sell or otherwise issue shares of its common stock
at a price below its then current net asset value per share subject
to certain limitations set forth herein (including, without
limitation, that the number of shares issued does not exceed 25% of
its then outstanding common stock).
The Special Meeting will be
conducted virtually. You will be able to attend the Special Meeting
by visiting http://www.virtualshareholdermeeting.com/ARCC2023SM.
Stockholders of record as of the close of business on May 24,
2023, the record date for the Special Meeting, will be afforded the
same rights and opportunities to vote, ask questions and
participate as they would at an in-person special meeting. In
particular, stockholders may submit questions in advance of, or
live during, the Special Meeting by following the instructions and
rules of conduct on the Special Meeting website. During the Special
Meeting, the Company intends to answer questions that are pertinent
to the Company and the official business of the Special Meeting,
subject to time constraints.
Stockholders are encouraged to
enter the virtual Special Meeting site prior to the start time in
order to leave ample time to confirm the internet connection is
sufficient to access the site and to allow sufficient time to log
in and familiarize themselves with the virtual meeting platform.
The virtual meeting platform is supported across different internet
browsers and various devices (desktops, laptops, tablets, and cell
phones) that have the most updated version of applicable software
installed. Technical support will be available beginning 15 minutes
prior to, and through the conclusion of, the Special Meeting.
Stockholders encountering technical difficulties once they access
the meeting can click on “HELP” located on the bottom right hand
side corner of the web portal.
Only the holders of record of
shares of the Company’s common stock (NASDAQ: ARCC) at the close of
business on May 24, 2023 will be entitled to receive notice of
and vote at the meeting.
It is important that all
stockholders participate in the affairs of the Company, regardless
of the number of shares owned. Accordingly, the Company urges you
to promptly fill out, sign, date and mail the enclosed proxy card
or authorize your proxy by telephone or through the Internet as
soon as possible even if you plan to attend the meeting.
Instructions are shown on the proxy card.
You have the option to revoke
your proxy at any time prior to the meeting, or to vote your shares
personally on request if you attend the meeting. If there are not
sufficient votes for a quorum or to approve or ratify the foregoing
proposal at the time of the Special Meeting, the Special Meeting
may be adjourned in order to permit further solicitation of proxies
by the Company.
By Order of the Board of
Directors,
Joshua M. Bloomstein
Secretary
New York, New York
May 25, 2023