REG - Foresight Solar Fund - Publication of Circular and Notice of AGM

Foresight Solar FundAnnouncement

13/05/2024 07:00

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RNS Number : 0587O  Foresight Solar Fund Limited  13 May 2024

 

13 May 2024

Foresight Solar Fund Limited

("Foresight Solar" or "the Company")

Publication of Circular and Notice of Annual General Meeting

Annual General Meeting

Foresight Solar announces that the 2024 Notice of Annual General Meeting is
now available to view on the Company's website at
https://fsfl.foresightgroup.eu/shareholder-centre#KeyDocuments
(https://protect.mimecast-offshore.com/s/S1QNCYvmExTAgVR2i0BhKR?domain=fsfl.foresightgroup.eu)
.

The Company's AGM will be held at the offices of JTC Group, 28 Esplanade, St.
Helier, Jersey, JE2 3QA at 9:30 a.m. on Wednesday, 12 June 2024.

The formal Notice of the Annual General Meeting will be posted to all
shareholders and, in accordance with Listing Rule 9.6.1, copies of the
documents have been submitted to the FCA and will shortly be available for
inspection from the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Action to be taken

Shareholders are encouraged to vote on the resolutions to be proposed at the
AGM by completing the form of proxy in line with the instructions set out
therein. Shareholders may also submit their proxy votes online by registering
at www.eproxyappointment.com/Login (http://www.eproxyappointment.com/Login)
and entering the Control Number, Shareholder Reference Number (SRN) and PIN
set out in the form of proxy.

Completed proxy appointments must be received by the Registrar no later than
9:30 a.m. on Monday, 10 June 2024. Further details can be found in the Notice
of Annual General Meeting.

Recommendation

The Board considers that Resolutions 1-15 to be proposed at the AGM are in the
best interests of the Company and its members. The Board does not consider a
vote in favour of Resolution 16 to be in the best interests of the Company or
its Shareholders.

Accordingly, the Board unanimously recommends that Shareholders vote in favour
of Resolutions 1 to 15 as each of the Directors intend to do in relation to
the Ordinary Shares in respect of which they have voting control.

In relation to Resolution 16, the Board unanimously recommends that
Shareholders vote against the resolution to discontinue the Company as each of
the Directors intend to do in relation to the Ordinary Shares in respect of
which they have voting control.

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

 Ordinary Resolutions:                                                                         For  Against
 1            To receive and adopt the Company's annual accounts for the financial year        ü
              ended 31 December 2023 together with the directors' report and auditors'
              report on those accounts
 2            That the directors' remuneration report (excluding the directors' remuneration   ü
              policy), as set out on pages 113 to 114 of the Company's annual report and
              audited financial statements for the financial year ended 31 December 2023, be
              approved.
 3            To approve the directors' remuneration policy, as set out on page 114 of the     ü
              Company's annual report and audited financial statements for the financial
              year ended 31 December 2023, which takes effect immediately after the end of
              annual general meeting
 4            To approve the Dividend Policy as set out on page 4 of the circular to           ü
              shareholders dated 13 May 2024
 5            To re-appoint Alexander Ohlsson as a director of the Company                     ü

 6            To re-appoint Ann Markey as a director of the Company                            ü

 7            To re-appoint Monique O'Keefe as a director of the Company                       ü

 8            To re-appoint Chris Ambler as a director of the Company                          ü

 9            To elect Lynn Cleary as a director of the Company                                ü

 10           To re-appoint KPMG LLP as the Company's auditors to hold office from the         ü
              conclusion of this annual general meeting until the conclusion of the next
              annual general meeting at which accounts are laid before the Company
 11           To authorise the directors of the Company to determine the auditors'             ü
              remuneration.

 12           To approve and adopt the proposed investment objective and investment policy     ü
              set out in (pages 14 to 19) of the circular to shareholders dated 13 May 2024,
              a copy of which has been produced to the meeting and signed by the Chair for
              the purpose of identification, as the investment objective and investment
              policy of the Company to the exclusion of all previous investment objectives
              and investment policies of the Company with effect from the conclusion of the
              meeting
 Special Resolutions:
 13           To grant the Director's authority to allot ordinary shares up to 10% of the      ü
              Company's issued share capital.
 14           The Company be and is hereby generally and unconditionally Authorised pursuant   ü
              to and in accordance with Article 57 of the Companies (Jersey) law, 1991 to
              make market purchases of its own ordinary shares up to 14.99% of the aggregate
              number of Ordinary Shares in issue
 15           THAT, subject to resolution 14 being passed, the Company be and is hereby        ü
              generally and unconditionally authorised to cancel any shares it repurchases
              pursuant to resolution 14 or pursuant to Article 58A(1)(b) of the Companies
              (Jersey) Law, 1991
 16           THAT, the Company cease to continue in its present form under Article 168 of          ü
              the Company's Articles of Association.

 

If you have any questions that you would like to put to the Board or to
Foresight Group, please contact the Company Secretary by email at
Foresightsolar@jtcgroup.com (mailto:Foresightsolar@jtcgroup.com) no later than
close of business on Friday, 7 June 2024.

For further information, please contact:

Foresight Group

Matheus Fierro
 
+44 (0)20 3911 2318

(fsflir@ForesightGroup.eu)

Jefferies International
Limited
+44(0)20 7029 8000

Gaudi Le Roux

Harry Randall

Singer Capital Markets

Robert
Peel
+44 (0)20 7496 3000

Alaina Wong

JTC (Jersey) Limited as Company Secretary                 +44
203 846 9774

Christopher Gibbons

(Foresightsolar@jtcgroup.com)

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