ADAMS DIVERSIFIED EQUITY FUND, INC.

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Who May Vote

Only stockholders of record at the close of business on January 23, 2026 may vote at the Annual Meeting. The total number of shares of common stock of the Fund (“Common Stock”) outstanding and entitled to be voted on the record date was 122,523,888. Each share is entitled to one vote. The Fund has no other class of security outstanding.

Vote Requirement

For Proposal (1), referred to above, directors shall be elected by a plurality of the votes cast at the meeting. Proposal (2), referred to above, requires the affirmative vote of a majority of the votes cast at the meeting.

Quorum Requirement

A quorum is necessary to hold a valid meeting. If stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting are present in person or by proxy, a quorum will exist. Proxies received by the Fund that are marked “withhold authority” or abstain, or that constitute a broker non-vote, are counted as present for purposes of establishing a quorum. A broker non-vote occurs when a broker returns a valid proxy but does not vote on a particular matter because the broker does not have the discretionary voting power for that matter and has not received instructions from the beneficial owner. Proxies marked “withhold authority,” abstentions, and broker non-votes do not count as votes cast with respect to any proposal, and therefore, such proxies would have no effect on the outcome of Proposals (1) and (2) above.

Appraisal Rights

Under Maryland law, there are no appraisal or other dissenter rights with respect to any matter to be voted on at the Annual Meeting that is described herein.

Other Matters

The Fund will pay all costs of soliciting proxies for the Annual Meeting. Solicitation will be made by mail, and officers, employees, and agents of the Fund may also solicit proxies in person, by telephone, videoconference, email, or other electronic means. The Fund has retained Computershare Inc., operating through its Computershare Fund Services division, to assist in the solicitation of proxies. The Fund will pay Computershare Inc. a fee for its services, not to exceed $14,000, including expenses. None of the officers or employees will be paid for these services. The Fund expects to request brokers and nominees who hold stock in their names to furnish this proxy material to their customers and to solicit proxies from them, and will reimburse such brokers and nominees for their out-of-pocket and reasonable clerical expenses in connection therewith.

Fund Complex

The Fund is a closed-end investment company that is traded on the New York Stock Exchange and is part of Adams Funds (the “Fund Complex”), which is composed of the Fund and Adams Natural Resources Fund, Inc. (“PEO”), a closed-end investment company that is also traded on the New York Stock Exchange.