REG - Foresight Envr - Notice of Annual General Meeting

Foresight Environmental InfrastructureAnnouncement

12/08/2025 07:00

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RNS Number : 8544U  Foresight Environmental Infrastruct  12 August 2025

12 August 2025

 

FORESIGHT ENVIRONMENTAL INFRASTRUCTURE LIMITED

("FGEN" or the "Company")

 

Notice of Annual General Meeting

 

Annual General Meeting

FGEN has today published notice of its Annual General Meeting ("AGM") to be
held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL on
Thursday 18 September 2025 at 10:00 a.m.

 

Copies of the Notice of AGM have been posted to shareholders electing to
receive printed materials from the Company and are available on the Company's
website www.fgen.com (http://www.fgen.com) and on the National Storage
Mechanism.

 

Discontinuation Vote

In accordance with the Company's policy, as set out in its Prospectus, the
Board is proposing a discontinuation resolution at the AGM (Resolution 16).
The Notice of AGM includes details of the discontinuation resolution and the
reasons why the Board recommends shareholders VOTE AGAINST the resolution, as
the Directors intend to do in respect of their own beneficial holdings, so
that FGEN can continue operating and deliver on its investment objective.

 

Action to be taken

Shareholders are encouraged to vote on the resolutions to be proposed at the
AGM which, to be valid, should be completed, signed and returned so as to be
received by the Company's Receiving Agent, MUFG Corporate Markets, at PXS 1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible but,
in any event, so as to arrive by 10:00 a.m. on 16 September 2025.

 

Shareholders are strongly encouraged to exercise their voting rights by
appointing a proxy where possible, using one of the following methods:

 

·      By logging on to https://uk.investorcentre.mpms.mufg.com
(https://uk.investorcentre.mpms.mufg.com) and following the instructions; or

·      By printing a copy of the form of proxy which is available for
download on the Company's website www.fgen.com (http://www.fgen.com) or by
requesting a hard copy form of proxy directly from the Company's registrars,
MUFG Corporate Markets, via email at shareholderenquiries@cm.mpms.mufg.com or
on tel: 0371 664 0300. Calls are charged at the standard geographical rate and
will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 09:00 - 17:30, Monday to
Friday excluding public holidays in England and Wales. Hard copy proxy forms
should be returned by post, by courier or by hand to PXS 1, Link Group,
Central Square, 29 Wellington Street, Leeds, LS1 4DL; or

·      In the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedure set out in the
notes to the Notice of AGM 2025.

 

Recommendation

The Board considers that Resolutions 1 to 15 to be proposed at the AGM are in
the best interests of the Company and its members. Accordingly, the Board
unanimously recommends shareholders VOTE IN FAVOUR of these Resolutions.

 

As stated above, the Board unanimously recommends that the shareholders VOTE
AGAINST Resolution 16.

 

The Board's full voting recommendations are detailed in the table below:

 

 ORDINARY BUSINESS:

 Ordinary Resolutions:
                                                                                      For  Against
 1   TO receive and consider the audited accounts, the Directors' report and the      √
     Auditors' report for the year ended 31 March 2025.
 2   TO approve the Directors' Remuneration Report for the year ended 31 March        √
     2025, as set out on pages 137 and 138 of the Company's 2025 Annual Report.
 3   TO approve the Directors' Remuneration Policy as set out on pages 137 and 138    √
     of the Company's 2025 Annual Report.
 4   THAT Mr Edmond Warner OBE be re-elected as a Director of the Company.            √
 5   THAT Ms Stephanie Coxon be re-elected as a Director of the Company.              √
 6   THAT Mr Alan Bates be re-elected as a Director of the Company.                   √
 7   THAT Ms Joanne Harrison be re-elected as a Director of the Company.              √
 8   THAT Ms Nadia Sood be re-elected as a Director of the Company.                   √
 9   THAT KPMG Channel Islands Limited be re-appointed as external auditor of the     √
     Company to hold office from the conclusion of this annual general meeting
     until the conclusion of the next annual general meeting of the Company.
 10  THAT the Directors be authorised to determine the remuneration of the external   √
     auditor for their next period of office.

 SPECIAL BUSINESS:

 Ordinary Resolutions:

 11  THAT the interim dividend of 1.95 pence per Ordinary Share in respect of the     √
     period 1 April 2024 to 30 June 2024,

     the interim dividend of 1.95 pence per Ordinary Share in respect of the period
     1 July 2024 to 30 September 2024,

     the interim dividend of 1.95 pence per Ordinary Share in respect of the period
     1 October 2024 to 31 December 2024,

     and the interim dividend of 1.95 pence per Ordinary Share in respect of the
     period 1 January 2025 to 31 March 2025

     declared by the Company be approved.
 12  THAT, in accordance with Article 45 of the Articles of Incorporation of the      √
     Company (the "Articles"), the Board may,

     in respect of dividends declared for any financial period or periods of the
     Company ending prior to the annual general

     meeting of the Company to be held in 2026, offer shareholders the right to
     elect to receive further shares, credited as

     fully paid, in respect of all or any part of such dividend or dividends
     declared in respect of any such period or periods.

 SPECIAL BUSINESS:

 Special Resolutions:

 13  THAT the Company be and is hereby generally and unconditionally authorised in    √
     accordance with Section 315 of

     The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to the UK
     Listing Rules and all other

     applicable legislation and regulations) to make market acquisitions (as
     defined in the Law) of its Ordinary Shares in

     issue, provided that:

     a. the maximum number of Ordinary Shares hereby authorised to be purchased is
     14.99 per cent per annum of

     the Ordinary Shares in issue immediately following the passing of this
     resolution;

     b. the minimum price (exclusive of expenses) which may be paid for an Ordinary
     Share is 1 pence;

     c. the maximum price (exclusive of expenses) which may be paid for an Ordinary
     Share shall be not more than

     the higher of (i) 5 per cent above the average market value for the five
     business days prior to the day the purchase

     is made and (ii) the higher of the price of the last independent trade and the
     highest independent bid at the time

     of the purchase for any number of the Ordinary Shares on the trading venues
     where the purchase is carried out;

     d. the authority hereby conferred shall expire at the conclusion of the next
     annual general meeting of the Company

     held in 2026 or 18 months from the date of this resolution, whichever is the
     earlier, unless such authority is varied,

     revoked or renewed prior to such time;

     e. the Company may make a contract to purchase Ordinary Shares under the
     authority hereby conferred prior to the

     expiry of such authority which will or may be executed wholly or partly after
     the expiration of such authority and

     may make an acquisition of Ordinary Shares pursuant to any such contract; and

     f. any Ordinary Share bought back may be held in treasury in accordance with
     the Law or be subsequently cancelled

     by the Company.
 14  THAT pursuant to Article 7.7 of the Articles, the provisions of Article 7.2 of   √
     the Articles shall not apply and shall be

     excluded in relation to the issue of up to an aggregate number of Ordinary
     Shares as represents up to 10 per cent

     of the number of Ordinary Shares admitted to trading on London Stock Exchange
     plc's main market for listed

     securities immediately following the passing of this resolution, provided that
     such disapplication and exclusion shall

     expire on the date which is 18 months from the date of the passing of this
     resolution or, if earlier, at the conclusion

     of the next annual general meeting of the Company following the date of the
     passing of this resolution (unless

     previously renewed, revoked or varied by the Company by special resolution)
     save that the Company may before such

     expiry make an offer or agreement which would or might require Ordinary Shares
     to be allotted after such expiry and

     the Directors may allot Ordinary Shares in pursuance of such an offer or
     agreement as if the disapplication and

     exclusion conferred hereby had not expired.
 15  THAT a new Article 55 will be inserted into the Articles to follow Article 54.   √
 16  THAT the Company ceases to continue in its present form.                              √

 

If you have any questions that you would like to be put to the Board or to
Foresight Group, please contact the Company Secretary by email at
fgen@apexgroup.com no later than close of business on Monday, 15 September
2025.

 

 

Foresight
Group
+44(0)20 3667 8100

Chris Tanner
 
fgenir@foresightgroup.eu

Edward Mountney

Charlie Wright

Wilna de
Villiers

 

Winterflood Securities
Limited
+44(0)20 3100 0000

Neil Langford

 

SEC Newgate
 
+44 (0)20 3757 6882

Clotilde
Gros
fgen@secnewgate.co.uk

Alice Cho

Harry Handyside

 

Apex Fund and Corporate Services (Guernsey) Limited         +44 (0)20
3530 3600

Matt
Lihou
fgen@apexgroup.com

 

 

About FGEN

 

FGEN invests into environmental infrastructure to deliver stable returns, long
term predictable income and opportunities for growth, whilst driving
decarbonisation and sustainability.

 

Investing across renewable generation, other energy infrastructure and
sustainable resource management, it targets projects and businesses with an
emphasis on long term stable cash flows, secured revenues, inflation linkage
and the delivery of essential services. FGEN's aim is to provide investors
with a sustainable, progressive dividend per share, paid quarterly, alongside
the potential for capital growth.

 

The target dividend for the year to 31 March 2026 is 7.96 pence per share¹.

 

FGEN is an Article 9 fund under the EU Sustainable Finance Disclosure
Regulation and has a transparent and award-winning approach to ESG.

 

Further details can be found on FGEN's website www.fgen.com and LinkedIn page.

 

1. These are targets only and not profit forecasts. There can be no assurance
that these targets will be met or that the Company will make any distributions
at all.

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