REG-Deferred Consideration, Transfer of Treasury Shares and Total Voting Rights

Foresight groupAnnouncement

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LEI: 213800NNT42FFIZB1T09

1 December 2025

Foresight Group Holdings Limited

Payment of Contingent Consideration for the Acquisition of Foresight Capital
Holdings PTY Limited (formerly known as Infrastructure Capital Holdings Pty
Ltd) ("Infrastructure Capital"), Transfer of Treasury Shares and Total Voting
Rights

Foresight Group Holdings Limited ("Foresight" or the "Company") announces that
the obligation to pay an initial AU$19,555,230 of earn out consideration is
now due in relation to the acquisition of Infrastructure Capital in 2022, with
50% of the consideration being satisfied through shares (the "Consideration
Shares") and the remaining 50% having been paid in cash.  In respect of the
share consideration element of the earn out, Foresight has instructed that
775,679 ordinary shares (the "Treasury Share Transfer") be transferred out of
treasury today on 1 December 2025 (which equates to ~74% of the total shares
to be transferred out of treasury to satisfy the share component of the earn
out consideration, with the remainder of the shares to be transferred out in
the coming days). The maximum total earn out consideration from the
acquisition of Infrastructure Capital could be AU$30 million and a further
announcement will be made in due course if further amounts become due.

The Consideration Shares equate in value to AU$9,777,615 (£4.8 million(1)) at
a fixed share price of c.464.27p(2). The entirety of the share element of the
earn out consideration is subject to forfeiture until 30 June 2028 based on
certain performance-based targets, with lock-up provisions prohibiting the
recipients from disposing or otherwise transferring their effective ownership
or control of such shares before this date.

Following the transfer of the Treasury Share Transfer out of treasury, and
taking account of the shares bought back under the share buyback programme
last Friday, the total number of ordinary shares in the capital of the Company
will be 116,347,803, of which 1,062,802 will be held in treasury. Therefore,
the total voting rights in the Company will be 115,285,001, which may be used
by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

(1) Converted from AUD to GBP at an exchange rate of 2.028. 
(2) The volume weighted average price over the 30 trading days ending on 27
November 2025.

For further information please contact:

Foresight Group Investors 
Liz Scorer / Ben McGrory +44 (0) 7966 966956 / +44 (0) 7443 821577
ir@foresightgroup.eu

Berenberg (Joint Corporate Broker) 
James Felix / John Welch / Dan Gee-Summons
+44 (0) 203 753 7800

Jefferies (Joint Corporate Broker)
James Umbers / Taha Ahmed
+44 (0) 207 029 8000

H-Advisors Maitland 
Sam Cartwright / Audrey Da Costa
+44 (0) 782 725 4561 / +44 (0) 781 710 5562
Foresight@h-advisors.global

About Foresight Group Holdings Limited

Founded in 1984, Foresight is a leading investment manager in real assets and
capital for growth, operating across the UK, Europe, and Australia.

With decades of experience, Foresight offers investors access to attractive
investment opportunities at the forefront of change. Foresight actively builds
and grows investment solutions to support the energy transition, decarbonise
industry, enhance nature recovery and realise the economic potential of
ambitious companies.

A constituent of the FTSE 250 index, Foresight’s diversified investment
strategies combine financial and operational skillsets to maximise asset value
and provide attractive returns to its investors. Its wide range of private and
public funds is complemented with a variety of investment solutions designed
for the retail market. Foresight is united by a shared commitment to build a
sustainable future and grow thriving companies and economies.

Visit https://foresight.group for more information.

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