Notice of AGM

CARADOR INCOME FUND PLC

(the "Company")

NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager or other professional adviser.

If you have sold or transferred all of your shares in the Company ("Shares"), please forward this document to the purchaser or transferee, or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected as soon as possible.

NOTICE IS HEREBY GIVENthat the Annual General Meeting ("AGM") of the members of the Company, will be held at the offices of State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2 at 3.00 p.m. (Irish time) on 26 June 2013. Also enclosed is a proxy form in order for you to cast your votes on the matters to be voted on at the AGM. Only those members registered as members of the Company as of the record date set out herein (the "Record Date") shall have the right to participate and vote in the AGM.

The directors of the Company consider that the resolutions to be voted on at the AGM are in the best interests of the Company and its Shareholders as a whole.

Ordinary Business

1. To receive and consider the directors' report and the financial statements of the Company for the year ended 31 December 2012 and the report of the auditors thereon.

2. To re-appoint KPMG as auditors to the Company.

3. To authorise the directors to fix the remuneration of the auditors.

4. To re-elect Mr Edward D'Alelio as a director of the Company.

5. Special Business

5.1 To consider, and if thought fit, pass the following as an Ordinary Resolution:

"RESOLVED THAT, for the period concluding on 26 June 2014, the Board be and is hereby authorised to allot such number of Shares in the Company as is the equivalent of up to 10% of the issued share capital of the Company as at 26 June 2013."

5.2 To consider, and if thought fit, pass the following as a Special Resolution:

"RESOLVED THAT, for the period concluding on 26 June 2014, the Board be and is hereby authorised to allot the Shares referred to in item 5.1 above without having previously to offer such Shares to Shareholders on a pre-emptive basis."

EXPECTED TIMETABLE OF PRINCIPAL EVENTS*

Date of this Notice 30 April 2013 

Record Date for voting at the AGM 25 June 2013 at 3.00p.m.

Latest time and date for receipt of Forms of proxy 25 June 2013 at 3.00p.m.

Annual General Meeting 26 June 2013 at 3.00p.m.

* References to times in this Notice are to Dublin times unless otherwise stated.

By order of the Board

___________________________________

For and on behalf of

State Street Fund Services (Ireland) Limited

Secretary

Registered Office:

78 Sir John Rogerson's Quay, Dublin 2

Dated this _____ day of _______________ 2013

Note:

Every member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. A body corporate may appoint an authorised person to attend, speak and vote on its behalf. The instrument appointing a proxy must be lodged at the office of the Company Secretary, State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2, Ireland for the attention of Ms Jacqui Horgan or return it by fax (Fax No. 353-1-416 1450) at least 48 hours before the commencement of the meeting.

All Shareholders have equal voting rights based on the number of Shares held. The total number of Shares (and, accordingly, voting rights) in the Company is 543,253,359 U.S. Dollar Shares. However, subject to certain exceptions, only persons outside the United States who are not U.S. Persons (as defined in Regulation S under the United States Securities Act of 1933, as amended) will be permitted to vote for or against the resolutions.

CARADOR INCOME FUND PLC

(the "Company")

I/We* being a member of the above named Company, hereby appoint ___________________ or failing him/her, Jacqui Horgan, Ken Barry, Ciara Timon or Gemma Cogan or failing him/her the Chairman of the meeting (delete as applicable) as my/our proxy to attend and vote instead of me/us on the resolutions to be proposed, including, in the absence of any directors of the Company choosing a member present, including himself/herself, to be Chairman of the Annual General Meeting,  at the Annual General Meeting of the Company to be held at 3.00 p.m. (Irish time) on 26 June 2013 and at any adjournment thereof.

I/We wish this proxy to be used as shown below (see Notes).

Signed: ________________________

Print name: ________________________

Date: ________________________

PLEASE PRINT YOUR NAME OR THE NAME OF THE CORPORATION YOU ARE EXECUTING THIS FORM ON BEHALF OF AND YOUR ADDRESS UNDERNEATH

__________________________ (Print name)

__________________________ (Print account designation)

__________________________ (Print address)

Notes

1. To be valid, this form of proxy must be completed and lodged with the Company Secretary, State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2, Ireland or returned by fax (fax no. 353-1-416 1450) for the attention of Ms Jacqui Horgan at least 48 hours before the commencement of the meeting or any adjournment thereof.

2. Members may appoint a proxy of their choice. If such an appointment is made, insert the name of the person appointed in the space provided. A proxy need not be a member of the Company.

3. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of votes of the other joint holders and for this purpose seniority should be determined by the order in which the names stand in the register of members in respect of the joint holding.

4. In the case of a corporation this proxy form must be executed under common seal or under the hand of an officer or attorney of the corporation duly authorised in writing.

5. Indicate, by inserting X in the appropriate space, the manner in which the proxy is to vote. Unless so indicated, the proxy shall vote as it sees fit.

6. Subject to certain exceptions, only persons outside the United States who are not U.S. Persons (as defined in Regulation S under the United States Securities Act of 1933, as amended) will be permitted to vote for or against the resolutions.

7. If a proxy is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes.