Abrdn Latin American Income Fund : Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains proposals relating to the Summary Winding-upof abrdn Latin American Income Fund Limited (the Company), on which Shareholders are being asked to vote. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser. All Shareholders are advised to consult their professional advisers regarding their own tax position.

If you have sold or otherwise transferred all your Ordinary Shares in the Company, please forward this document, but not the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or transferred only part of your holding of Ordinary Shares in the Company, you should retain this document and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This document has been prepared for the purposes of complying with applicable Jersey law and the Listing Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside Jersey. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

ABRDN LATIN AMERICAN INCOME FUND LIMITED

("the Company")

(Incorporated in Jersey with registration number 106012)

Recommended Proposals for Summary Winding-up of the Company and Notice of

Extraordinary General Meeting (EGM)

The Proposals described in this document are conditional on Shareholder approval which is being sought at the EGM referred to below.

This document should be read as a whole. Your attention is drawn to the Letter from the Chairman of the Company set out in this document which contains the recommendation of the Directors that Shareholders should vote in favour of the Resolutions which are to be proposed at the EGM. Your attention is also drawn to the paragraph headed "Action to be taken" in this document.

Notice of a General Meeting of the Company, which is to be held at Sir Walter Raleigh House, 48-50 Esplanade, St Helier, Jersey, JE2 3QB on the 12 day of June 2023 at 9:30 am (BST), is set out at

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the end of this document. In accordance with Article 40 of the Companies (Uncertified Securities) Jersey Order 1999, to have the right to attend and vote at the EGM, a member must first have his or her name entered in the Company's register of members as at the Record Date.

We intend to hold the EGM in person. You are entitled to appoint one or more proxies to attend the EGM and vote on your behalf and your proxy need not also be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Form of Proxy which will accompany the Notice.

To be valid, the Form of Proxy for use by Shareholders at the General Meeting must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the Company's Registrars, Computershare Investor Services (Jersey) Limited, the Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, so as to arrive by not later than 9:30 am (BST) on 8 June 2023.

There are special arrangements for holders of ordinary shares through the abrdn Investment Trust Share Plan, the abrdn Investment Plan for Children and the abrdn Investment Trust ISA. These are explained in the Letter of Direction which such holders will have received with this Circular. These Letters of Direction should be completed and returned in accordance with the instructions printed thereon, so as to be received by Computershare Investor Services (Jersey) Limited, the Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and in any event not later than 9:30 am (BST) on 5 June 2023.

The completion of Forms of Proxy or Forms of Direction will not prevent a Shareholder or abrdn Plan Participant from attending the EGM and voting in person should they wish to do so.

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DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

2022 Annual Report: the annual report of the Company for the financial year ended 31

August 2022;

abrdn Plan Participants: participants of the abrdn Investment Trust Share Plan, the abrdn Investment Plan for Children and/or the abrdn Investment Trust ISA;

Board or the Directors: the board of directors of the Company, and each a Director;

Companies Law: the Companies (Jersey) Law 1991, as amended;

Company: abrdn Latin American Income Fund Limited;

CREST: the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);

CREST Manual: the CREST Electronic Share Trading Rule, Procedures, Practices, Guidelines and Interpretations;

CREST Regulations: the Uncertificated Securities Regulations 2001 (SI 2001/3755);

Euroclear: Euroclear UK & International Limited;

EGM: the Extraordinary General Meeting of Shareholders of the Company convened to be held at Sir Walter Raleigh House, 48-50 Esplanade, St Helier, Jersey, JE2 3QB on the 12 day of June 2023 at 9:30 am (BST), notice of which is set out at the end of this document;

FCA: the UK Financial Conduct Authority or its successor from time to time;

Form of Proxy: the personalised form of proxy accompanying this document for use by Shareholders in connection with the EGM;

FSMA: the Financial Services and Markets Act 2000, as amended;

Initial Distribution: has the meaning given to it in section 3 of the letter from the Chairman in this document;

ISA: individual savings account;

Jersey: Bailiwick of Jersey;

Joint Liquidators: the proposed joint liquidators of the Company, namely Linda Maree Johnson and Louis Leonard Gerber of KPMG Advisory Limited, 37 Esplanade, St Helier, Jersey, JE4 8WQ;

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Liquidation Fund: the cash to be retained by the Joint Liquidators to pay the Company's known and contingent liabilities, the costs of the liquidation (including any relevant value added tax or goods and services tax) and an additional retention for unknown contingencies;

Listing Rules: the listing rules made by the FCA in accordance with section 73A (2) of Part VI of FSMA (as these rules may be amended from time to time);

London Stock Exchange: London Stock Exchange plc;

Main Market: the London Stock Exchange's main market for listed securities;

Manager: abrdn Capital International Limited;

Nominated Charity: The Association of Jersey Charities;

Notice or Notice of EGM: the notice of EGM set out at the end of this document which contains the Resolutions;

Official List: the Official List of the FCA;

Ordinary Shares: ordinary shares of no par value in the capital of the Company, and each such Ordinary Share;

Portfolio: the Company's portfolio of investments from time to time;

Proposals: the proposals for the Summary Winding up, as described in more detail in the letter from the Chairman within this document;

Record Date: 6:00 pm (BST) on 9 June 2023;

Register: the register of members of the Company;

Registrars: Computershare Investor Services (Jersey) Limited whose registered office is at 3 Castle Street, St. Helier, JE1 1ES, Jersey;

Resolutions: the resolutions to be passed at the EGM contained in the Notice including the Winding-up Resolution;

Shareholders: holders of Ordinary Shares, and each Shareholder;

Sterling or £: pounds sterling, being the lawful currency of the UK;

Summary Winding up: the proposed members' voluntary liquidation of the Company in accordance with Chapter 2 of Part 21 of the Companies Law;

UK: the United Kingdom of Great Britain and Northern Ireland; and

Winding-upResolution: the special resolution set out in the Notice of General Meeting to approve the Summary Winding-up.

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EXPECTED TIMETABLE - 2023

Action	Timeline
Publication of this Circular	18 May
Latest time and date for receipt of Letters of Direction	9:30 am on 5 June
from abrdn Plan Participants for use at the General
Meeting
Date from which it is advised that dealings in Ordinary	Close of business on 8 June
Shares should only be for cash settlement and
immediate delivery of documents of title
Latest time and date for receipt of Forms of Proxy from	9:30 am on 8 June
Shareholders for use at the General Meeting
Latest time for delivery to Registrars of documents of	5 pm on 9 June
title relating to dealings in Ordinary Shares subject to
cash settlement
Close of the Register and Record Date for participation	6 pm on 9 June
in the Summary Winding-up
Suspension of Ordinary Shares from trading on the	7:30 am on 12 June
London Stock Exchange and suspension of listing on the
Official List
General Meeting to approve the Summary Winding-up	9:30 am on 12 June
and, if approved, the appointment of the Joint
Liquidators
Announcement of the result of the General Meeting	12 June
Cancellation of the listing of the Ordinary Shares on the	8 am on 14 June
Official List and cancellation of admission to trading of
the Ordinary Shares on the Main Market
Expected date for payment of Initial Distribution*	As soon as reasonably practicable
* Actual date to be determined by the Joint Liquidators
All references to time are to the time in Jersey.

The dates and times set out in the expected timetable above may be adjusted by the Company, in which event details of the new dates and/or times will be notified to the FCA and the London Stock Exchange, and an announcement will be made through a Regulatory Information Service.

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