Carlyle Secured Lending Inc

This agenda item is a catch-all authorization allowing the Meeting to consider and vote on any additional matters that properly come before the meeting but are not specifically enumerated in the proxy materials. It asks stockholders to permit the meeting’s chair and the named proxies to address unforeseen proposals, procedural motions (including adjournments), and other incidental matters without specific prior disclosure. Management includes this item to preserve procedural flexibility and to ensure that technical or time-sensitive matters can be resolved at the Meeting; it is not a request for approval of a substantive, pre-defined corporate action. The proxy materials do not contain any substantive proposals under this item and the Board has not provided a specific recommendation for or against potential future matters that might arise under this caption. The proxies named in the proxy card are authorized to exercise their judgment on such items, subject to the Company’s governance rules and applicable law, which means votes cast in favor of the proxy card may be used to approve routine procedural matters or to vote in the discretion of the proxy on emergent items. From a governance perspective, this item can be significant if unexpected proposals with material implications are raised at the Meeting, because stockholders who do not vote or who abstain may have reduced ability to influence outcomes decided under this catch-all. The Company also notes procedural conditions such as quorum requirements and the potential to adjourn the Meeting to solicit further proxies if a quorum is not present, which can affect how and when such other business is resolved. Stockholders who wish to influence any specific, non-routine actions should consider voting in advance and following the Company’s advance notice and Rule 14a-8 procedures for future meetings to propose or nominate matters in a fully disclosed manner.