Midcap Financial Investment Corp

This ‘other business’ proposal is a standard catch-all agenda item that authorizes the meeting to consider and vote on any additional matters that may properly come before the stockholders at the time of the meeting, including proposals that were not specifically listed in the proxy materials. Management includes this item to preserve flexibility to address unforeseen procedural or substantive matters, to permit votes on adjournments or procedural motions necessary to establish a quorum, and to allow proxy holders to exercise discretion on emergent issues. While this item does not specify any particular substantive proposal, its presence means that, subject to applicable notice and proxy rules, matters may be presented for action that were not described in the printed proxy; historically such items are rarely substantive and are often procedural. From a governance perspective, the practical effect is limited because brokers and nominees cannot vote on non-routine matters without instructions from beneficial owners, and the Company has explicitly advised that proxies will be voted as instructed and, absent instructions, proxies will vote FOR the enumerated management proposals. The Company’s quorum and voting requirement disclosures make clear that abstentions and broker non-votes are treated for quorum purposes but may not affect the outcome of non-routine proposals, increasing the importance of shareholder engagement if substantive new matters are raised under this agenda item. For sophisticated investors evaluating governance risk, the presence of this item suggests a need to monitor meeting-day disclosures and any supplemental materials or announcements, as any substantive business introduced at the meeting could reflect either time-sensitive corporate actions or last-minute shareholder proposals that met procedural requirements. The Board’s inclusion of this item is routine and is not itself a recommendation to approve any specific action; any recommendation or opposition would be provided in supplemental materials if a specific matter is presented. In sum, this agenda line preserves procedural flexibility for the meeting while imposing limited incremental governance risk absent the filing or prior disclosure of a specific proposal.