REG - Foresight Envr - Results of AGM

Foresight Environmental InfrastructureAnnouncement

Thu 12:45

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RNS Number : 9244Z  Foresight Environmental Infrastruct  18 September 2025

18 September 2025

 

Foresight Environmental Infrastructure Limited

 

Results of AGM

Foresight Environmental Infrastructure Limited ("FGEN" or the "Company") is
pleased to announce that at the Annual General Meeting ("AGM") held at 10:00
a.m. today, 18 September 2025, resolutions 1 through 15 inclusive were duly
passed without amendment, while resolution 16 was not passed.

In accordance with UKLR 6.4.13, details of the results of those resolutions
proposed at the AGM, which were not ordinary business of the AGM, are as
follows:

 

 Resolution     For                   Against               Withheld*
 11 - Ordinary  369,107,210 (99.91%)  340,243 (0.09%)       191,735
 12 - Ordinary  368,721,918 (99.84%)  585,773 (0.16%)       331,497
 13 - Special   368,798,121 (99.84%)  601,025 (0.16%)       240,042
 14 - Special   358,099,774 (97.01%)  11,042,244 (2.99%)    497,170
 15 - Special   368,068,551 (99.76%)  869,773 (0.24%)       700,864
 16 - Special   22,724,205 (6.15%)    346,541,092 (93.85%)  365,891

 

*A vote withheld is not a vote in law and is therefore not counted towards the
proportion of votes "for" or "against" the Resolution.

 

Ed Warner, Chair of FGEN, said:

 

"On behalf of the Board, I would like to thank shareholders who have again
demonstrated their strong support for the continuation of FGEN. We believe
this outcome reflects investor confidence in the strength of our strategy and
our commitment to narrowing the share price discount relative to net asset
value.

 

"We recognise the challenges the sector continues to face and acknowledge that
a minority of shareholders voted for the discontinuation of the Company. We
take this feedback seriously and, together with our Investment Manager, we
remain committed to constructive engagement with shareholders.

 

"We remain firmly focused on narrowing the discount and managing the portfolio
to deliver sustainable long-term returns for our shareholders."

 

The full wording of these resolutions can be found below:

 

Resolution 11 - Ordinary Resolution

 

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

 

Resolution 12 - Ordinary Resolution

 

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.

 

Resolution 13 - Special Resolution

 

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.

 

Resolution 14 - Special Resolution

 

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

 

Resolution 15 - Special Resolution

 

THAT a new Article 55 will be inserted into the Articles to follow Article 54
in the form set out below:

 

" ***  Continuation Votes

 

If in respect of any full financial year of the Company commencing on or after
1 April 2025, the Ordinary Shares have traded on average at a discount in
excess of 10 per cent. to the Net Asset Value per share (the discount
prevailing on each Business Day determined by reference to the closing market
price of Ordinary Shares on that day and the most recently published Net Asset
Value per share), the Board shall put to the Members, at the next annual
general meeting of the Company, an ordinary resolution to consider whether the
Company should continue in its present form. If such a resolution is not
passed, the Board will formulate proposals to be put to Members within four
months which shall include proposals for the voluntary liquidation,
reorganisation or reconstruction of the Company."

 

Resolution 16 - Special Resolution

 

THAT the Company ceases to continue in its present form

 

ENDS

 

For further information and enquiries, please contact:

 

 Foresight Group                                      +44 (0)20 3667 8100
 Chris Tanner                                         f (mailto:fgenir@foresightgroup.eu) genir@foresightgroup.eu

                                                    (mailto:fgenir@foresightgroup.eu)
 Edward Mountney

 Charlie Wright

 Wilna de Villiers

 Winterflood Securities Limited                       +44 (0)20 3100 0000
 Neil Langford

 SEC Newgate UK                                       +44 (0)20 3757 6882
 Clotilde Gros                                        f (mailto:fgen@secnewgate.co.uk) gen@secnewgate.co.uk

                                                    (mailto: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 (mailto: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
(http://www.fgen.com) and LinkedIn page.

 

LEI: 213800JWJN54TFBMBI68

 

((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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