Oxford Lane Capital Corp.

Voting by telephone, over the Internet or execution of a proxy will not affect a stockholder’s right to attend the Annual Meeting and vote in person. A proxy may be revoked before it is used to cast a vote. Attendance at the Annual Meeting does not by itself revoke a previously submitted proxy. To revoke a proxy, a stockholder must:

• file with our corporate secretary, at or before the taking of the vote, a written notice of revocation bearing a later date than the proxy;

• duly execute a later dated proxy relating to the same shares and deliver it to our corporate secretary before the taking of the vote; or

• vote in person at the Annual Meeting.

Any written notice of revocation or subsequent proxy should be sent to us at the following address: Oxford Lane Capital Corp., c/o Bruce L. Rubin, Corporate Secretary, 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. The shares represented by all properly executed proxies received in time for the Annual Meeting will be voted as specified in those proxies.