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

Foresight Solar FundAnnouncement

21/05/2025 07:00

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RNS Number : 4624J  Foresight Solar Fund Limited  21 May 2025

21 May 2025

 

Foresight Solar Fund Limited

(the "Company", "Foresight Solar" or "FSFL")

 

Publication of Circular and Notice of Annual General Meeting

 

Foresight Solar, the fund investing in solar and battery storage assets to
build income and growth, announces the 2024 Notice of Annual General Meeting
(AGM) is now available to view on the Company's website at
www.foresightsolar.com/reports-and-publications.

 

The AGM will be held at the offices of JTC Group, 28 Esplanade, St. Helier,
Jersey, JE2 3QA at 9:30 a.m. on Tuesday, 17 June 2025.

 

The formal Notice of the Annual General Meeting will be posted to all
shareholders. In accordance with Listing Rule 9.6.1, copies of the documents
have been submitted to the FCA and will be available for inspection on the
National Storage Mechanism at:
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.

 

Shareholders may also submit their proxy votes online by registering at
www.investorcentre.co.uk/eproxy 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 Friday, 13 June 2025. Further details can be found in the Notice
of Annual General Meeting.

 

Recommendation

The Board considers that Resolutions 1 to 14 to be proposed at the AGM are in
the best interests of the Company and its members. The Directors do not
consider a vote in favour of Resolution 15 to be in the best interests of the
Company or its Shareholders.

 

Accordingly, the Board unanimously recommends Shareholders vote in favour of
Resolutions 1 to 14 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 15, 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 below, with the vote
AGAINST Resolution 15:

 

 Ordinary Resolutions:                                                                         For  Against
 1            To receive and adopt the Company's annual accounts for the financial year        ü
              ended 31 December 2024 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 105 to 106 of the Company's annual report and
              audited financial statements for the financial year ended 31 December 2024, be
              approved
 3            To approve the Directors' Remuneration Policy, as set out on page 105 of the     ü
              Company's annual report and audited financial statements for the financial
              year ended 31 December 2024, which takes effect immediately after the end of
              the annual general meeting
 4            To approve the Dividend Policy as set out on page 5 of the circular to           ü
              Shareholders dated 21 May 2025
 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 Lynn Cleary as a Director of the Company                           ü
 8            To elect Paul Masterton as a Director of the Company                             ü
 9            To elect Anthony Roper 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
 Special Resolutions:
 12           To grant the Directors authority to allot on a non pre-emptive basis ordinary    ü
              shares up to 10% of the Company's issued share capital
 13           To generally and unconditionally authorise the Company, pursuant to and in       ü
              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
 14           That, subject to resolution 13 being passed, the Company be and is hereby        ü
              generally and unconditionally authorised to cancel any shares it repurchases
              pursuant to resolution 13 or, pursuant to Article 58A(1)(b) of the Companies
              (Jersey) Law 1991, hold such shares it repurchases as treasury shares
 15           That the Company cease to continue in its present form under Article 168 of           ü
              its Articles of Association.

 

If you have any questions to put to the Board or the Investment Manager,
please contact the Company Secretary by email on foresightcosec@jtcgroup.com
no later than close of business on Thursday, 12 June 2025.

 

 Foresight Group                                                 +44 (0)20 3911 2318

 Matheus Fierro

 (fsflir@foresightgroup.eu (mailto:fsflir@foresightgroup.eu) )

 Jefferies International Limited                                 +44 (0)20 7029 8000

 Gaudi Le Roux

 Harry Randall

 Singer Capital Markets                                          +44 (0)20 7496 3000

 Alaina Wong

 Sodali & Co                                                     +44 (0)20 7250 1446

 Gilly Lock

 Madeleine Gordon-Foxwell

 JTC                                                             +44 (0) 1534 700 000

 Hilary Jones

 

LEI: 213800VO4O83JVSSOX33

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