THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you arein any doubt about what action you should take, you are recommended immediately to seek advice from yourlegal, tax and other professional advisers.

This document is not an offer for sale of any securities of Dolphin Capital Investors Limited. Securities ofDolphin Capital Investors Limited, including any offering of its convertible bonds and the shares into which theymay be converted, may not be offered or sold in the United States absent registration under United Statessecurities laws or unless exempt from registration under such laws. The offering of Dolphin Capital InvestorsLimited’s securities described in this document has not been and will not be registered under United Statessecurities laws, and accordingly, any offer or sale of these securities may be made only in a transaction exemptfrom registration.

If you have sold or otherwise transferred all of your shares in Dolphin Capital Investors Limited (the“Company”), or depositary interests representing such shares, please forward this document, together withthe accompanying BLUE form of proxy (the “Form of Proxy”) and PURPLE form of instruction (the “Formof Instruction”) at once to the purchaser or transferee or to the stockbroker, bank or other agent throughwhom the sale or transfer was effected for delivery to the purchaser or transferee.

DOLPHIN CAPITAL INVESTORS LIMITED(incorporated in the British Virgin Islands with registered number 660270)

PROPOSED AUTHORITY TO ALLOT COMMON SHARES AT LESS THANPREVAILING NET ASSET VALUE PER SHARE IN CONNECTION WITH

A PROPOSED ISSUANCE OF CONVERTIBLE BONDS

and

PROPOSED AMENDMENT TO THE INVESTING POLICY

A letter from the Chairman of the Company is set out on pages 6 to 13 of this document.

Notice of an Extraordinary General Meeting (the “EGM”) of the Company to be held at 10.00 a.m. (EasternEuropean Time)/ 8.00 a.m. (UK Time) on 2 April 2013 at 10G. Kranidiotis Street, Nice Day House, 6th Floor,1065, Nicosia, Cyprus is set out on page 14 of this document. The Form of Proxy and Form of Instructionfor use at the EGM accompanies this document. Whether or not Shareholders propose to attend the EGM,they should complete and return the Form of Proxy (in the case of certificated holders not holding depositaryinterests representing Common Shares in CREST) or the Form of Instruction (in the case of uncertificatedholders holding depositary interests representing Common Shares in CREST).

The BLUE Form of Proxy should be completed and returned via fax to Computershare Investor Services PLCat +44 0870 703 6116 so as to be received not later than 8.00 a.m. (UK Time) on 28 March 2013. Shareholdersshould also mail the original signed Form of Proxy to Computershare Investor Services PLC, The Pavilions,Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 8.00 a.m. (UK Time) on 28 March2013.

Holders of uncertificated depositary interests representing Shares (“Depositary Interests”) will be invited toattend the EGM by Computershare Company Nominees Limited in its capacity as custodian for the DepositaryInterests and on behalf of the Company. Holders of Depositary Interests in CREST may transmit votinginstructions by utilising the CREST voting service in accordance with the procedures described in the CRESTManual. CREST personal members or other CREST sponsored members, and those CREST members who haveappointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will beable to take appropriate action on their behalf.

Alternatively holders of Depositary Interest can fill in the PURPLE Form of Instruction and return such Formof Instruction, signed to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, BristolBS99 6ZY so as to be received not later than 8.00 a.m. (UK Time) on 27 March 2013. The completion and returnof the Form of Instruction will not preclude a Shareholder from attending the EGM and voting in person if theyso wish. Should a Shareholder wish to attend the EGM and/or vote at the meeting they should contact theUKALLDITeam2@computershare.co.uk

CONTENTS

Page

Expected Timetable 3

Definitions 4

Letter from the Chairman of Dolphin Capital Investors Limited 6

Notice of EGM 14

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EXPECTED TIMETABLE

Publication of this document 15 March 2013

Latest time and date for receipt of Forms of Instruction and 8.00 a.m. on 27 March 2013CREST voting

Latest time and date for receipt of Forms of Proxy 8.00 a.m. on 28 March 2013

Time and date of the Extraordinary General Meeting 10.00 a.m. (Eastern European Time)/8.00 a.m. (UK Time) on 2 April 2013

Results of the Extraordinary General Meeting announced by 2 April 2013

The times and dates set out in the expected timetable of events above and mentioned throughout this document may be adjusted bythe Company, in which event details of the new times and dates will be announced through a Regulatory Information Service.

References to times in this document are references to UK Time unless otherwise stated.

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DEFINITIONS

“€” Euros

“Admission Document” the Company’s AIM admission document dated 6 December 2005

“AIM Rules” the AIM Rules for Companies (including the guidance notesthereto) published by the London Stock Exchange governing,inter alia, the continuing obligations of AIM companies (asamended from time-to-time)

“Allocation to Eligible Persons” the limited allocation forming part of the Issue and available onlyto Eligible Persons as further described in paragraph 3 of thisdocument

“Board” or “Directors” the board of directors of the Company

“Bondholder” a holder of Convertible Bonds

“Company” Dolphin Capital Investors Limited

“Convertible Bonds” together US$ Convertible Bonds and Euro Convertible Bonds

“CREST” the computerised settlement system operated by Euroclear whichfacilities the transfer of title to shares in uncertificated form

“Depositary Interests” de-materialised depository interests representing Shares issued bythe depository, Computershare Investor Services PLC, and settledin CREST

“DTC” The Depository Trust Company

“EGM” or “Extraordinary the extraordinary general meeting of the Company to be held at General Meeting” 10.00 a.m. (Eastern European Time)/8.00 a.m. (UK Time) on

2 April 2013 at 10G, Kranidiotis Street, Nice Day House, 6thFloor, 1065, Nicosia, Cyprus

“Eligible Persons” has the meaning given to that term in paragraph 3 of thisdocument

“Eligible Shareholders” has the meaning given to that term in paragraph 3 of thisdocument

“Euro Bond Issue” the issue of the Euro Convertible Bonds

“Euroclear” Euroclear UK & Ireland Limited, being the operator of CREST

“Euro Convertible Bonds” €50 million senior, unsecured convertible bonds due 2018,convertible into Shares

“Form of Proxy” the form of proxy for use at the EGM

“Form of Instruction” the form of instruction for use at the EGM

“Issue” together the Euro Bond Issue and the US$ Bond Issue

“Manager” Dolphin Capital Partners Ltd

“Monarch” Monarch Alternative Capital LP

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“Monarch Funds” funds under the discretionary management of Monarch

“Net Asset Value” the value, as at a date, of the assets of the Company afterdeduction of all liabilities calculated in accordance with theCompany’s accounting policy

“Net Asset Value per Share” at any time the Net Asset Value divided by the number of Sharesin issue (other than Shares held in treasury) at the date ofcalculation

“Nominated Adviser” Grant Thornton UK LLP

“Notice of EGM” the notice of EGM as set out on page 14 of this document

“Overseas Persons” has the meaning given to that term in paragraph 3 of thisdocument

“Playa Grande Bonds” US$40 million convertible bonds of DCI Holdings Seven Ltdconvertible into Shares

“Resolutions” the resolutions set out in the Notice of EGM

“Shares” common shares of €0.01 each in the capital of the Company

“Shareholder” a holder of Shares

“Tender Offer” the tender offer to be made by DCI Holdings Seven Ltd to theholders of the Playa Grande Bonds to repurchase such bonds atpar value together with accrued interest (but subject to the optionto scale back applications)

“Third Point” Third Point LLC

“Third Point Funds” funds under the discretionary management of Third Point

“US$ Bond Issue” the issue of the US$ Convertible Bonds

“US$ Convertible Bonds” up to US$30 million senior, unsecured convertible bonds due2018, convertible into Shares

“Warrant Instrument” the warrant instrument of the Company dated 12 December 2011constituting the Warrants

“Warrants” warrants to subscribe for shares at a price of £0.317 per share (asadjusted following the Company’s equity capital raising in 2012)

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LETTER FROM THE CHAIRMAN OF THE COMPANY

DOLPHIN CAPITAL INVESTORS LIMITED(incorporated in the British Virgin Islands with registered number 660270)

Directors: Registered Office:Andreas Papageorghiou (Chairman) Vanterpool PlazaChristopher Pissarides 2nd FloorCem Duna Wickhams Cay 1Antonios Achilleoudis Road TownRoger Lane-Smith TortolaDavid Heller (non-independent) British Virgin IslandsMiltos Kambourides (non-independent)

(all non-executive)

15 March 2013

Dear Shareholders

PROPOSED AUTHORITY TO ALLOT SHARES AT LESS THAN PREVAILING NET ASSET VALUE PER SHARE IN CONNECTION WITH

A PROPOSED ISSUANCE OF CONVERTIBLE BONDSand

PROPOSED AMENDMENT TO THE INVESTING POLICY

1. INTRODUCTIONAs announced by the Company on 14 March 2013, the Company is proposing to issue €50 million ofnew Euro Convertible Bonds and up to US$30 million of new US$ Convertible Bonds. The proceeds ofthe Euro Bond Issue will be principally used by the Company, (i) to provide the Company with furtherfunds to make opportunistic investments in attractive distressed assets or other projects that can be NetAsset Value accretive for the Company, and (ii) to establish and seed Dolphin Capital Americas a newinvestment platform to become the holding entity for the Company’s existing Americas projects – PlayaGrande Club & Reserve, Dominican Republic (www.playagrande.com, “Playa Grande”) and Pearl IslandResort, Panama (www.pearlisland.com, “Pearl Island”) and further expand in the Americas.

The Company’s subsidiary, DCI Holdings Seven Ltd, as the issuer of the Playa Grande Bonds willshortly launch a conditional Tender Offer to holders of the Playa Grande Bonds to purchase the PlayaGrande Bonds held by such holders at an amount equal to the par value of such bonds plus accruedinterest. The proceeds of the US$ Bond Issue will be used to fund the consideration (if any) payablepursuant to the Tender Offer.

Together, the Third Point Funds and the Monarch Funds have entered into conditional subscriptionagreements with the Company pursuant to the terms of which the Third Point Funds and the MonarchFunds have agreed to, (i) fully backstop the Euro Bond Issue, and (ii) backstop up to US$28 million ofthe US$ Bond Issue, in agreed proportions.

The price at which Shares will be issued upon any conversion of either the Euro Convertible Bonds orthe US$ Convertible Bonds will be less than the then prevailing Net Asset Value per Share. In theAdmission Document it was stated that the Company would not issue Shares at a price less than thethen prevailing Net Asset Value per Share. It is therefore proposed to seek a derogation to this policyfrom Shareholders at the EGM to allow the issuance of Shares upon conversion of either the EuroConvertible Bonds or the US$ Convertible Bonds at a price which is less than the then prevailing NetAsset Value per Share at the time of conversion.

In addition, the Board is proposing an amendment to the investing policy of the Company to formallybroaden the Company’s geographical investment area to include the Americas.

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Further details of these matters are set out below.

2. DETAILS OF THE ISSUE

Euro Bond Issue – termsThe Company is proposing to issue €50 million of senior, unsecured Euro Convertible Bonds due 2018.The basic terms of the Euro Convertible Bonds are:

● Coupon – 5.50 per cent. per annum, payable semi-annually in arrears in equal instalments on30 June and 31 December in each year, beginning 30 June 2013 with a short first and final coupon.

● Maturity date – the 5th anniversary of the issue date.

● Conversion period – the conversion right may be exercised at the option of the holder from thedate being 3 months after the closing date of the Euro Bond Issue until the close of business onthe day falling seven calendar days prior to the maturity date.

● Initial conversion price – €0.5737 per Share (representing £0.50 per Share converted into Euros atthe fixed exchange rate of £1.00: €1.1474).

● Denomination – €10,000 per Euro Convertible Bond subject to a minimum subscription of€100,000.

● Settlement – in definitive form or in dematerialised form via DTC at the option of the bondholder.

● The Euro Convertible Bonds will not, on issue, be listed or quoted on any stock or securitiesexchange.

It is expected that the closing and settlement of the Euro Bond Issue will take place on 4 April and5 April 2013 respectively.

Euro Bond Issue – use of proceedsThe proceeds of the Euro Bond Issue will be principally used by the Company, (i) to provide theCompany with further funds to make opportunistic investments in attractive distressed assets or otherprojects that can be Net Asset Value accretive for the Company, and (ii) to establish and seed a newDolphin Capital Americas investment platform which will become the holding entity for the Company’sexisting Americas projects, Playa Grande (Dominican Republic) and Pearl Island (Panama).

Given the current economic environment particularly in Greece and Cyprus, there are several availableland and resort assets in prime locations that can be acquired at a significant discount to both theirreplacement costs and fair values, whilst there are currently almost no local or international institutionalinvestors active in the market.

In addition, the Company intends, following commencement, but prior to the expiration of, the TenderOffer, and prior to the completion of the US$ Bond Issue, to transfer its Americas projects, Playa Grandeand Pearl Island, into a common holding platform (“Dolphin Capital Americas”). Dolphin CapitalAmericas will, (i) continue the development of the Playa Grande and Pearl Island projects with the aimof realising significant returns for Shareholders, and (ii) pursue further Net Asset Value accretive,attractively-priced or distressed acquisitions in the Americas. Following the formation of DolphinCapital Americas, the Company will look at optimum alternatives to further capitalise, grow and realisevalue from the platform.

Axia Ventures Group Ltd., a privately-owned investment banking boutique, has acted as a financialadviser to the Company in connection with the Euro Bond Issue.

US$ Bond Issue – termsThe Company is proposing to issue up to US$30 million of senior, unsecured US$ Convertible Bondsdue 2018. The basic terms of the US$ Convertible Bonds are:

● Coupon – 7.00 per cent. per annum, payable semi-annually in arrears in equal instalments on30 June and 31 December in each year, beginning 30 June 2013 with a short first and final coupon.

● Maturity date – the 5th anniversary of the issue date.

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● Conversion period – the conversion right may be exercised at the option of the holder from thedate being 3 months after the closing date of the Euro Bond Issue until the close of business onthe day falling seven calendar days prior to the maturity date.

● Initial conversion price – US$0.6717 per Share (representing £0.45 per Share converted into US$at the fixed exchange rate of £1.00:US$1.4928).

● Denomination – US$10,000 per US$ Convertible Bond subject to a minimum subscription of theUS$ equivalent of €100,000.

● Settlement – in definitive form or in dematerialised form via DTC at the option of the bondholder.

● The US$ Convertible Bonds will not, on issue, be listed or quoted on any stock or securitiesexchange.

It is expected that the closing and settlement of the US$ Bond Issue will take place on 19 April and22 April 2013 respectively following the closing of the Tender Offer.

US$ Bond Issue – use of proceeds and the Tender OfferAs part of the establishment of the Dolphin Capital Americas platform, the Playa Grande project willbe transferred to a new wholly-owned holding company, and will no longer form part of the assets ofDCI Holdings Seven Ltd, the Company’s subsidiary, which is the current owner of the Playa Grandeproject and the issuer of the US$40 million Playa Grande Bonds.

The partial refinancing of the existing Playa Grande Bonds will improve the platform’s prospects forattracting new investors or joint venture partners and, for further expanding in the region. In addition,the proposal partial refinancing of the existing Playa Grande Bonds is expected to free-up an amountof Aman lots in the Playa Grande project which would have been exchangeable against the Playa GrandeBonds retired at a discount to their retail value and will now become available for sale, thus adding tothe project’s expected cash flows and profitability.

In this respect, the Company’s wholly-owned subsidiary, DCI Holdings Seven Ltd, as issuer of the PlayaGrande Bonds, will launch the Tender Offer to the holders of the Playa Grande Bonds. Under the termsof the Tender Offer, DCI Holdings Seven Ltd will offer to acquire all the Playa Grande Bonds at parvalue together with accrued interest. Fortress Investment Group, LLC, which through an affiliate, holdsUS$12 million of the issued Playa Grande Bonds has indicated to the Company that it does not intendto tender any bonds pursuant to the Tender Offer. In the event that the aggregate principal amount ofPlaya Grande Bonds tendered pursuant to the Tender Offer, together with accrued interest payablethereon, exceeds US$28 million, DCI Holdings Seven Ltd will have the option, at its discretion, to scaleback tender applications, together with accrued interest payable thereon, to not less than US$28 million.

The proceeds of the US$ Bond Issue will be used by the Company and DCI Holdings Seven Ltd to fundthe consideration (if any) payable pursuant to the Tender Offer. The final proceeds raised by the US$Bond Issue will therefore be scaled back as required by the Company to the consideration due underthe Tender Offer. The Tender Offer is subject to conditions including that Playa Grande Bonds with aminimum par value of US$1 million are tendered under the Tender Offer. In the event that this condition,or any other condition to which the Tender Offer is subject, is not satisfied, both the Tender Offer andthe US$ Bond Issue will lapse and will not proceed. Any Playa Grande Bonds purchased by DCIHoldings Seven Ltd pursuant to the Tender Offer will be cancelled.

Backstopping arrangementsThe Company has entered into conditional subscription agreements with, (i) the Third Point Funds,and (ii) the Monarch Funds to fully backstop the Euro Bond Issue and up to US$28 million of the US$Bond Issue in agreed proportions.

Third Point is an SEC-registered investment adviser based in New York, with over US$11.8 billion inassets under management. Pursuant to the Company’s share issuance in October 2012 funds under thediscretionary management of Third Point currently hold approximately 20.08 per cent. of the Company’sissued share capital.

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Monarch is an SEC-registered private investment firm with nearly US$5.5 billion in assets undermanagement.

In relation to the Euro Bond Issue, the Third Point Funds have conditionally committed to subscribefor up to €36 million of the Euro Convertible Bonds subject to receiving a minimum allocation of€20 million of the Euro Convertible Bonds. In addition, the Monarch Funds have conditionallycommitted to subscribe for up to €14 million of the Euro Convertible Bonds subject to receiving aminimum allocation of €7 million of the Euro Convertible Bonds.

In relation to the US$ Bond Issue, the Third Point Funds have conditionally committed to subscribe forup to US$20 million of the US$ Convertible Bonds. In addition, the Monarch Funds have conditionallycommitted to subscribe for up to US$8 million of the US$ Convertible Bonds. Subject to the final sizeof the US$ Bond Issue being equal to or greater than US$14 million, the Third Point Funds will receivea minimum allocation of US$10 million and the Monarch Funds a minimum allocation of US$4 millionof the US$ Convertible Bonds.

Where Convertible Bonds are issued pursuant to these backstop arrangements they will be allocatedand issued between the Third Point Funds and the Monarch Funds pro rata based upon the aggregateamounts backstopped by each party.

In the event that the US$ equivalent value of the aggregate Euro Convertible Bonds and US$ ConvertibleBonds issued to the Third Point Funds exceeds US$50 million, the Third Point Funds will receive abackstop commission equal to two per cent. of the US$ equivalent of the incremental value of the bondsissued to the Third Point Funds in excess of US$50 million. This commission will be settled by theCompany through the issuance of further US$ Convertible Bonds, with an equivalent US$ par value,to the Third Point Funds.

The Company has the discretion to accept, (i) up to €23 million of subscriptions in relation to the EuroBond Issue, and (ii) up to US$14 million of subscriptions in relation to the US$ Bond Issue from certain,limited categories of investors by scaling down the Third Point Fund’s and the Monarch Fund’sallocations. Further details of how Eligible Persons can participate are set out at paragraph 3 below.

The relevant conditional subscription agreements with the Third Point Funds and the Monarch Fundswere executed on 14 March 2013. Completion of the various subscriptions is subject to the satisfactionof a number of material pre-conditions including, amongst others, the approval of the Resolutions atthe EGM.

Related party transactionAs funds under the discretionary management of Third Point currently hold 20.08 per cent. of theCompany’s issued share capital, the entry into of the conditional subscription agreement with, the issueof any Convertible Bonds to, and the associated backstopping arrangements with, the Third Point Fundsnoted above constitute a “related party transaction” for the purposes of the AIM Rules. In accordancewith the AIM Rules, the Board, having consulted with the Nominated Adviser, believes the entry intoof the conditional subscription agreement with, the issue of any Convertible Bonds to, and the associatedbackstopping arrangements with, the Third Point Funds are fair and reasonable insofar as theShareholders are concerned.

3. PARTICIPATION IN THE ISSUE BY ELIGIBLE PERSONSThe Company has the discretion to accept, (i) up to €23 million of subscriptions in relation to the EuroBond Issue, and (ii) up to US$14 million of subscriptions in relation to the US$ Bond Issue from certain,limited categories of investors by scaling down the Third Point Fund’s and the Monarch Fund’sallocations. All subscriptions under the Issue will be conditional, amongst other things, on the passingof the Resolutions at the EGM (or any adjourned meeting).

Members of the public will not be eligible to participate in the Allocation to Eligible Persons and nopublic offer of the Convertible Bonds is being made in any jurisdiction. The opportunity to participatein the Allocation to Eligible Persons is available to Shareholders on the register of members on 20 March2013 who are not residents of the United States of America, Canada, Australia or Japan (“Eligible

9

Shareholders”). In addition, to the extent that available Convertible Bonds are not taken up by EligibleShareholders, the Company or the Manager may selectively approach other third party investors whoare not residents of the United States of America, Canada, Australia or Japan to participate in theAllocation to Eligible Persons (such persons together with Eligible Shareholders shall be referred to as“Eligible Persons”). Any such third party investors will be persons to whom participation in theAllocation to Eligible Persons may be lawfully offered pursuant to the Financial Promotion Orderincluding Investment Professionals as defined in article 19(5) and High Net Worth Companies etc. asdefined in article 49(2) of the Financial Promotion Order.

An application by an Eligible Person under the Allocation to Eligible Persons must be for a minimumsubscription amount of €100,000 (or currency equivalent). Allocations shall be determined at the solediscretion of the Board after taking into account, amongst other things, the size and tenure of existingshareholdings in the Company and the size of applications under the Allocation to Eligible Persons.The Board retains the right to scale back or refuse any subscriptions at its sole discretion. In particular,where the final required size of the US$ Bond Issue (taking into account tenders received under theTender Offer) is equal to, or less than, US$14 million any applications for US$ Convertible Bondsreceived from Eligible Persons will be scaled back to zero and the US$ Convertible Bonds issued will beissued only to the Third Point Funds and the Monarch Funds on a pro rata basis.

It is the responsibility of all Eligible Persons who are citizens or nationals of, or resident in, jurisdictionsoutside the United Kingdom (“Overseas Persons”) to satisfy themselves as to the observance of all legaland regulatory requirements in their jurisdiction, including, without limitation, all relevant requirementsin relation to the ability of such persons to participate in the Allocation to Eligible Persons. Theparticipation of Overseas Persons in the Issue may, at the sole discretion of the Board, be made subjectto such requirements as the Board in its discretion determines necessary.

If you are in any doubt about your position, you should consult your professional adviser in the relevantterritory.

Eligible Persons who wish to participate in the Allocation to Eligible Persons should contact the Managerto express their interest as soon as possible.

The deadline for receipt of expressions of interest from Eligible Shareholders is 5.00 p.m. (UK Time)26 March 2013. Any Convertible Bonds not taken up by Eligible Persons will be allocated to Third Pointand Monarch pursuant to the backstopping arrangements described above.

The Directors are making no recommendation in relation to participation in the Allocation to EligiblePersons. Whether or not an Eligible Shareholder decides to participate is a matter for such EligibleShareholder to decide, and will be influenced by their own individual financial and tax circumstancesand their investment objectives.

4. SHAREHOLDER APPROVAL OF THE ISSUEIn the Admission Document, the Board undertook to exercise its general authority to allot newauthorised but unissued Common Shares at a price which is not less than the then prevailing Net AssetValue per Share. The Board believes the issuance of Common Shares upon conversion of any of theConvertible Bonds to be in the best interests of the Company and is therefore convening the EGM topropose Resolution 1, as an ordinary resolution, to approve a derogation from this undertaking in orderto authorise the Board to issue the Common Shares at a price below the prevailing Net Asset Value perShare pursuant to the conversion of any of the Convertible Bonds.

5. EFFECT ON THE PLAYA GRANDE BONDS AND THE WARRANTSThe Playa Grande Bonds can be converted into Shares at US$0.7239 per Share (£0.453 using a fixedexchange rate of US$1.5995:£1.00).

On 30 December 2011, as part of a €8.5 million equity raising, the Company also issued 5,054,889Warrants to subscribe for new Shares (on a one-for-one basis) at an adjusted exercise price of £0.317per Share pursuant to the terms of the Warrant Instrument.

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The Playa Grande Bonds and the Warrant Instrument contain certain standard provisions to adjusttheir respective conversion prices if, wholly for cash, the Company, (i) issues any Shares; or (ii) issues orgrants any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares,in each case at a price per Share which is less than 95 per cent. of the market price of the Shares on thedate of issuance of such new securities.

Accordingly, the conversion price of the Playa Grande Bonds (as maybe outstanding following thecompletion of the Tender Offer) and the Warrants will be adjusted if the issue of the new Shares is at aprice per Share which is less than 95 per cent. of the market price per Share at the time of issuance ofthe Convertible Bonds.

6. AMENDMENT TO INVESTING POLICYIn the Admission Document the Company’s investment strategy and investing policy was described as:

“The investment objective of the Company is to provide Shareholders with strong capital growthcombined with a low risk profile through investment in sophisticated leisure-integrated residentialresort developments in Southeast Europe (principally Greece, Cyprus, Turkey and Croatia) inpartnership with leading developers and operators”.

In addition, it was stated:

“The Directors and the Manager believe that the countries which offer the most attractive locationsfor such [P]rojects are Greece, Cyprus, Turkey and Croatia. The Company’s investment activity isconcentrated on these four countries with particular emphasis being given to Greece and Cyprus.The Company may also invest in Projects in neighbouring countries, should the Directors considerthat such investments would be complementary to the Company’s investment portfolio or offerattractive investment returns” (Greece, Cyprus, Turkey, Croatia and neighbouring countries beingknown as the “Primary Investment Region”).

In 2007, the Board resolved to vary this policy with the effect that the Company would have the abilityto invest into other geographies outside the Primary Investment Region that demonstrate similar valueupside characteristics to this regional focus and that would enable the Company to enhance existing, orcreate new strategic, relationships with international service providers/operators (such as master-planners,golf designers, hotel operators and developers) that are for the benefit of the Company’s investments inthe Primary Investment Region. It was resolved, however, that these investments outside of the PrimaryInvestment Region in aggregate would not exceed 5 per cent. of the Company’s last reported Net AssetValue at the time an investment was made.

In the years following 2007, the Americas region has grown in prominence for the Company as a regionto source attractively priced investment opportunities, including both the Playa Grande (DominicanRepublic) and Pearl Islands (Panama) projects, which have become two of the Company advancedprojects. The Board and the Manager believe that with the creation of the Dolphin Capital Americaplatform, the Americas region will continue to increase in prominence for the Company and furtherinvestment opportunities at attractive or distressed valuations will continue to become available.

The Board, therefore, is proposing, by way of Resolution 2 at the EGM, a formal amendment to theinvesting policy of the Company to broaden the Company’s geographical investment area to include theAmericas region which will become the Company’s “Secondary Investment Region” and, provided thatinvestments in the Secondary Investment Region do not exceed one third of the Company’s last reportedNet Asset Value at the time an investment is made, there will be no further restrictions on the amountof the Company’s funds which may be invested in the Secondary Investment Region.

7. EXTRAORDINARY GENERAL MEETINGThe Resolutions will be proposed at the EGM to be held at 10.00 a.m. (Eastern European Time)/8.00 a.m. (UK time) on 2 April 2013 at 10G. Kranidiotis Street, Nice Day House, 6th Floor, 1065,Nicosia, Cyprus.

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Whether or not Shareholders propose to attend the EGM, they should complete and return the Formof Proxy or Form of Instruction (as appropriate) in accordance with the instructions below.

7.1 Shares held in certificated form (i.e. Shares NOT held in uncertificated Depositary Interest form inCREST)Shareholders holding Shares in certificated form should complete and return the BLUE Form ofProxy via fax to Computershare Investor Services PLC at +44 0870 703 6116 so as to be receivednot later than 8.00 a.m. (UK Time) on 28 March 2013. Shareholders should also mail the originalsigned Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road,Bristol BS99 6ZY so as to be received not later than 8.00 a.m. (UK Time) on 28 March 2013.

The completion and return of a Form of Proxy will not preclude a Shareholder from attending theEGM and voting in person if they subsequently wish to do so.

7.2 Shares held in uncertificated form (i.e. Shares held in uncertificated Depositary Interest form inCREST)Holders of Depositary Interests will be invited to attend the EGM by Computershare CompanyNominees Limited in its capacity as custodian for the Depositary Interests and on behalf of theCompany. If you wish to attend, please contact UKALLDITeam2@computershare.co.uk.

Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CRESTvoting service in accordance with the procedures described in the CREST Manual. CRESTpersonal members or other CREST sponsored members, and those CREST members who haveappointed a voting service provider, should refer to their CREST sponsor or voting service provider,who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CRESTmessage (a “CREST Voting Instruction”) must be properly authenticated in accordance withEuroclear’s specifications and must contain the information required for such instructions, asdescribed in the CREST Manual (available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by theCompany’s agent (3RA50) no later than the date as described in the expected timetable on page 3of this document. For this purpose, the time of receipt will be taken to be the time (as determinedby the timestamp applied to the CREST Voting Instruction by the CREST applications host) fromwhich the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CRESTin the manner prescribed by CREST. Holders of Depositary Interests in CREST and, whereapplicable, their CREST sponsors or voting service providers should note that Euroclear does notmake available special procedures in CREST for any particular messages. Normal system timingsand limitations will therefore apply in relation to the transmission of CREST Voting Instructions.It is the responsibility of the holder of Depositary Interests concerned to take (or, if the holder ofDepositary Interests is a CREST personal member or sponsored member or has appointed a votingservice provider, to procure that the CREST sponsor or voting service provider takes) such actionas shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of theCREST voting service by any particular time. In this connection, holders of Depositary Interestsand, where applicable, their CREST sponsors or voting service providers are referred, in particular,to those sections of the CREST Manual concerning practical limitations of the CREST systemand timings.

Depositary Interest holders can alternatively vote using the PURPLE Form of Instruction andreturn such Form of Instruction to Computershare Investor Services PLC, The Pavilions, BridgwaterRoad, Bristol BS99 6ZY so as to be received not later than 8.00 a.m. (UK Time) on 27 March 2013.

The completion and return of the Form of Instruction will not preclude a Shareholder fromattending the EGM and voting in person if they so wish. Should a Shareholder wish to attend theEGM and/or vote at the EGM they should ensure the relevant box is completed on the Form ofInstruction.

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7.3 GeneralThe quorum for the EGM is Shareholders present in person or by proxy representing not less than50 per cent. of the votes of the Shares entitled to vote at the EGM. In the event that a quorum isnot achieved the EGM will be adjourned until the same time on 9 April 2013, and the adjournedEGM will be held at the same place as the original meeting. The quorum for such adjournedmeeting is Shareholders present in person or by proxy representing not less than one third of thevotes of the Common Shares entitled to vote at the meeting.

In view of the quorum requirements for the EGM whereby holders of 50 per cent. of the CommonShares are required to be present or represented to form a quorum, Shareholders are requested tocomplete and return the relevant Form of Proxy or Form of Instruction whether or not they intend toattend the EGM.

If you have any queries regarding the EGM please contact Computershare Investor Services PLCduring normal business hours on +44 0870 703 6116. Please note that Computershare InvestorServices PLC can only give procedural advice in relation to the EGM and is not authorised toprovide investment advice.

8. RECOMMENDATIONThe Directors consider the Resolutions to be in the best interests of the Company and recommend thatShareholders vote in favour of the Resolutions to be proposed at the EGM as they will be doing inrespect of their beneficial or controlled holdings which collectively total 86,774,952 Shares, representingapproximately 13.52 per cent. of the Company’s issued share capital.

Yours sincerely

Andreas PapageorghiouChairman

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DOLPHIN CAPITAL INVESTORS LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at10G. Kranidiotis Street, Nice Day House, 6th Floor, 1065, Nicosia, Cyprus at 10.00 a.m. (EasternEuropean Time) on 2 April 2013 for the purpose of considering and, if thought fit, passing the followingresolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

1. THAT the board of directors be and is hereby authorised to allot common shares of €0.01 each(“Common Shares”) at allotment prices below the then prevailing net asset value per CommonShare at the time of allotment where such issues of Common Shares arise from the conversion ofthe Company’s convertible bonds, convertible into fully paid Common Shares issued by theCompany, as more particularly described in the shareholder circular of the Company dated15 March 2013.

2. THAT the investing policy of the Company be amended as follows:

“The Americas shall constitute the Company’s “Secondary Investment Region” and, provided thatinvestments in the Secondary Investment Region do not exceed one third of the Company’s lastreported net asset value at the time an investment is made, there are no further restrictions on theamount of the Company’s funds which may be invested in the Secondary Investment Region”.

Dated: 15 March 2013

Registered Office: By Order of the BoardVanterpool Plaza2nd FloorWickhams Cay 1Road TownTortolaBritish Virgin Islands

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NOTES

1. Pursuant to Regulation 41 of the UK Uncertificated Securities Regulations 2001 the Company specifies that only thoseholders of Common Shares registered in the register of members of the Company, or Depository Interests registered in theregister of Depository Interest holders as at 8.00 a.m. (UK Time) on 27 March 2013 (or, if the EGM is adjourned,Shareholders entered on the Company’s register of members or Depository Interest holders registered in the register ofDepository Interest holders not later than 48 hours before the time fixed for the adjourned meeting) shall be entitled toattend and vote at the EGM in respect of the number of Common Shares or Depository Interests (as appropriate) registeredin their name at that time. Changes to entries on the registers after 8.00 a.m. (UK Time) on 27 March 2013 shall bedisregarded in determining the right of any person to attend or vote at the EGM.

2. To be valid, the Form of Proxy and the power of attorney or other authority (if any) under which it is signed, or a notariallycertified copy of such power must reach Computershare Investor Services PLC, The Pavilions, Bridgwater Road, BristolBS99 6ZY, (during normal business hours) by not less than 8.00 a.m. on 28 March 2013.

3. To be valid, the Form of Instruction and the power of attorney or other authority (if any) under which it is signed, or anotarially certified copy of such power must reach Computershare Investor Services PLC, The Pavilions, Bridgwater Road,Bristol BS99 6ZY, by not less than 8.00 a.m. on 27 March 2013.

4. The completion of the Form of Proxy will not preclude a Shareholder from attending the EGM and voting in person. Ifyou have appointed a proxy and attend the EGM in person, your proxy appointment will automatically be terminated.

5. The completion of the Form of Instruction will not preclude a Shareholder from attending the EGM and voting in person.If you wish to attend the EGM and/or vote at the EGM you should contact UKALLDITeam2@computershare.co.uk.

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