Proposal made to holders of ZDPs

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

RANGER DIRECT LENDING FUND PLC (or the "Company")

Proposal made to holders of ZDPs

The proposal set out in this announcement remains subject to agreement and there can be no certainty that an agreement based on this proposal can be reached, that any Offer for the ZDP Shares will be made by the Company or the terms of any Offer that may be made.

Further to the RNS announcement dated 15 November 2018 titled "Shareholder update", the ZDP Committee of the Board (the "Committee") has made a proposal to a group (the "ZDP Group") of large holders of zero dividend preference shares (the "ZDP Shares") issued by the Company's subsidiary, Ranger Direct Lending ZDP plc ("ZDPCo") with a view to seeking their agreement on a framework for addressing the interests of the holders of ZDP Shares and balancing them with the interests of the shareholders of the Company.

The proposal which the Committee has made is as follows:

1. Subject to the ZDP Group agreeing to the proposal, the Company is prepared to make an offer of 116p in cash per ZDP Share to all holders of ZDP Shares (the "Offer").

2. The Offer will be conditional on receiving acceptances of at least 61% (approximately 32m ZDP Shares) of the ZDP Shares in issue (the "Minimum Threshold"). The 13.73% of the ZDP Shares already held by the Company will not be counted for the purpose of satisfaction of the Minimum Threshold.

3. The Company is willing to agree not to vote any ZDP Shares acquired in the Offer in a Continuation Resolution (as defined in the articles of association of ZDPCo) and will meet with the ZDP Group or their representatives to conduct good faith negotiations with a view to providing appropriate safeguards for the interests of any holders of ZDP Shares who wish to remain until the Final Capital Entitlement (as defined in the articles of association of ZDPCo) becomes payable in July 2021.

4. The Company intends that the initial settlement of ZDP Shares acquired pursuant to any Offer would take place prior to 31 December 2018 provided that the Minimum Threshold is met sufficiently in advance of that date.

All of the elements of this proposal are subject to contract and without prejudice to the Company's rights under the Loan Agreement and Undertaking with ZDPCo. This proposal remains subject to agreement with the ZDP Group and there can be no certainty that an agreement based on this proposal can be reached with the ZDP Group, that any Offer for the ZDP Shares will be made by the Company, the terms of any Offer that may be made or how any such Offer may be structured.

In the meantime, and to the extent it is permitted to do so by law, the Company will seek to buy ZDP Shares in the market at its discretion. The price range set out in the announcement dated 4 October 2018 no longer applies.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement for the purposes of MAR and its implementing regulations is Dominik Dolenec, the Chairman of the Company.