DIVIDEND REINVESTMENT PLAN
MAIN STREET CAPITAL CORPORATION
Main Street Capital Corporation, a Maryland corporation (the Corporation), hereby adopts the
following plan (the Plan) with respect to dividends and distributions (collectively, dividends)
declared by its Board of Directors on shares of its Common Stock:
1. Unless a stockholder specifically elects to receive cash as set forth below, all dividends
hereafter declared by the Board of Directors shall be payable in shares of the Common Stock of the
Corporation, and no action shall be required on such stockholders part to receive a dividend in
2. A stockholder may elect to reinvest cash dividends paid on a specific number of whole
shares registered in his, her or its name, while receiving cash dividends on the remaining shares
registered in his, her or its name. To take advantage of this option a stockholder will need to
contact American Stock Transfer & Trust Company, the plan administrator and the Corporations
transfer agent and registrar (the Plan Administrator) at the address listed below requesting
3. Such dividends shall be payable on such date or dates as may be fixed from time to time by
the Board of Directors to stockholders of record at the close of business on the record date(s)
established by the Board of Directors for the dividend involved.
4. The Corporation shall generally use newly-issued shares of its Common Stock to implement
the Plan, whether its shares are trading at a premium or at a discount to net asset value.
However, the Corporation reserves the right to direct the Plan Administrator to purchase shares of
its Common Stock in the open market in connection with the implementation of the Plan. The number
of newly-issued shares to be issued to a stockholder shall be determined by dividing the total
dollar amount of the dividend payable to such stockholder by the market price per share of the
Corporations Common Stock at the close of regular trading on the NASDAQ Global Select Market on
the valuation date fixed by the Board of Directors for such dividend. Market price per share on
that date shall be the closing price for such shares on the NASDAQ Global Select Market or, if no
sale is reported for such day, at the average of their electronically-reported bid and asked
prices. Shares purchased in open market transactions by the Plan Administrator shall be allocated
to each Participant (as defined below) based upon the average purchase price, excluding any
brokerage charges or other charges, of all shares of Common Stock purchased with respect to the
5. A stockholder who has not yet reinvested dividends may, however, elect to receive his, her
or its dividends in cash. To exercise this option, such stockholder shall notify the Plan
Administrator, so that such notice is received by the Plan Administrator no later than the record
date for the dividend fixed by the Board of Directors for the dividend involved. Such election
shall remain in effect until the stockholder shall notify the Plan Administrator of such
stockholders withdrawal of the election, which notice shall be delivered to the Plan Administrator
no record date for the payment fixed by the Board of Directors for the next dividend by the
Corporation. If the request is received after the record date then that dividend will be reinvested
and all subsequent dividends will be paid out in cash.
6. The Plan Administrator will set up an account for shares acquired pursuant to the Plan for
each stockholder who has not so elected to receive dividends in cash (each a Participant). The
Plan Administrator may hold each Participants shares, together with the shares of other
Participants, in non-certificated form in the Plan Administrators name or that of its nominee.
Upon request by a Participant, received no later than 3 days prior to the payment date, the Plan
Administrator will, instead of crediting shares to and/or carrying shares in a Participants
account, issue, without charge to the Participant, a certificate registered in the
Participants name for the number of whole shares payable to the Participant and a check for any
fractional share. Requests received less than 3 days prior to a payment date will have that
dividend reinvested. However, all subsequent dividends will be paid out in cash on all balances.
7. The Plan Administrator will confirm to each Participant each acquisition made pursuant to
the Plan as soon as practicable but not later than 10 business days after the date thereof.
Although each Participant may from time to time have an undivided fractional interest (computed to
three decimal places) in a share of Common Stock of the Corporation, no certificates for a
fractional share will be issued. However, dividends on fractional shares will be credited to each
Participants account. In the event of termination of a Participants account under the Plan, the
Plan Administrator will adjust for any such undivided fractional interest in cash at the market
value of the Corporations shares at the time of termination.
8. The Plan Administrator will forward to each Participant any Corporation related proxy
solicitation materials and each Corporation report or other communication to stockholders, and will
vote any shares held by it under the Plan in accordance with the instructions set forth on proxies
returned by Participants to the Corporation.
9. In the event that the Corporation makes available to its stockholders rights to purchase
additional shares or other securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares held by the Participant in
certificated form in calculating the number of rights to be issued to the Participant. Transaction
processing may either be curtailed or suspended until the completion of any rights offering or any
10. The Plan Administrators service fee, if any, and expenses for administering the Plan will
be paid for by the Corporation.
11. Each Participant who previously purchased shares under the Plan may terminate his, her or
its account under the Plan by so notifying the Plan Administrator in writing or by telephone. Such
termination will be effective immediately if the Participants notice is received by the Plan
Administrator not less than 3 days prior to any dividend payment date; otherwise, such termination
will be effective only with respect to any subsequent dividend. If the request is received less
than 3 days prior to the payment date then that dividend will be reinvested and all subsequent
dividends will be paid out in cash. The Plan may be terminated by the Corporation upon notice in
writing mailed to each Participant at least 30 days prior to any record date for the payment of any
dividend by the Corporation. Upon any termination, the Plan Administrator will cause a certificate
or certificates to be issued for the full shares held for the Participant under the Plan and a cash
adjustment for any fractional share to be delivered to the Participant without charge to the
Participant. If a Participant elects by his, her or its written or telephonic notice to the Plan
Administrator in advance of termination to have the Plan Administrator sell part or all of his, her
or its shares and remit the proceeds to the Participant, the Plan Administrator is authorized to
deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds.
12. These terms and conditions may be amended or supplemented by the Corporation at any time
but, except when necessary or appropriate to comply with applicable law or the rules or policies of
the Securities and Exchange Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to the effective date thereof. The
amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the
effective date thereof, the Plan Administrator receives written notice of the termination of his,
her or its account under the Plan. Any such amendment may include an appointment by the Plan
Administrator in its place and stead of a successor agent under these terms and conditions, with
full power and authority to perform all or any of the acts to be performed by the Plan
Administrator under these terms and conditions. Upon any such appointment of any agent for the
purpose of receiving dividends, the Corporation will be authorized to pay to such successor agent,
for each Participants account, all dividends payable on shares of the Corporation held in the
Participants name or under the Plan for retention or application by such successor agent as
provided in these terms and conditions.
13. The Plan Administrator will at all times act in good faith and use its best efforts within
reasonable limits to ensure its full and timely performance of all services to be performed by it
under this Plan and to comply with applicable law, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless
such error is caused by the Plan Administrators negligence, bad faith, or willful misconduct
or that of its employees or agents.
14. These terms and conditions shall be governed by the laws of the State of New York.
15. For transaction processing the address is American Stock Transfer and Trust Company, P.O.
Box 922 Wall Street Station, New York, NY 10269-0560 and for inquiries the address is American
Stock Transfer and Trust Company, 6201 15th Ave., Brooklyn, New York, NY 11219.
Shareholder services may be contacted toll free at 866-706-8371.