REG - Foresight Solar Fund - Results of 2025 Annual General Meeting

Foresight Solar FundAnnouncement

17/06/2025 12:30

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RNS Number : 2152N  Foresight Solar Fund Limited  17 June 2025

17 June 2025

Foresight Solar Fund Limited

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

 

Results of 2025 Annual General Meeting

 

Foresight Solar, the fund investing in solar and battery storage assets to
build income and growth, announces that all resolutions were voted on by way
of a poll at its 2025 Annual General Meeting, held on 17 June 2025. The
results, including all proxy votes received, are set out below.

 

 No.  Resolution(1)                                                                   Votes For(2)          Votes Against(3)        Total votes validly cast(4)  Total votes cast as % of issued share capital  Votes Withheld(5)
      Votes                                                                                        %        Votes        %
 1    To receive and adopt the Company's annual accounts for the financial year       380,293,814  99.81%   716,812      0.19%      381,010,626                  62.46%                                         3,994,025
      ended 31 December 2024

 2    Approve directors' remuneration report for the period ended 31 December 2024    381,728,866  99.55%   1,730,337    0.45%      383,459,203                  62.87%                                         1,545,448
 3    Approve the directors' remuneration policy                                      370,610,084  96.72%   12,584,947   3.28%      383,195,031                  62.82%                                         1,809,620
 4    Approve the Dividend Policy                                                     383,647,128  99.81%   719,665      0.19%      384,366,793                  63.02%                                         637,858
 5    Re-appoint Alexander Ohlsson as a Director                                      339,484,369  88.54%   43,941,857   11.46%     383,426,226                  62.86%                                         1,578,425
 6    Re-appoint Ann Markey as a Director                                             367,594,406  95.88%   15,792,259   4.12%      383,386,665                  62.85%                                         1,617,986
 7    Re-appoint Lynn Cleary as a Director                                            364,968,208  95.20%   18,418,457   4.80%      383,386,665                  62.85%                                         1,617,986
 8    Elect Paul Masterton as a Director                                              371,384,564  96.88%   11,955,423   3.12%      383,339,987                  62.85%                                         1,664,664
 9    Elect Anthony Roper as a Director                                               371,487,868  96.91%   11,834,561   3.09%      383,322,429                  62.84%                                         1,682,222
 10   Re-appoint KPMG LLP as the Company's auditors                                   377,976,596  98.51%   5,725,684    1.49%      383,702,280                  62.91%                                         1,302,371
 11   Authorise the directors to determine the auditors' remuneration                 381,649,296  99.40%   2,311,118    0.60%      383,960,414                  62.95%                                         1,044,237
 12   Authorise the directors to allot shares in the Company                          362,455,205  94.42%   21,406,691   5.58%      383,861,896                  62.93%                                         1,142,755
 13   Authorise the Company to make market purchases of its own Ordinary Shares       383,213,478  99.72%   1,062,243    0.28%      384,275,721                  63.00%                                         728,930
 14   Subject to the passing of resolution 13, to authorise the Company to cancel or  383,401,135  99.77%   866,006      0.23%      384,267,141                  63.00%                                         737,510
      to hold any such Ordinary Shares it repurchases
 15   To discontinue the Company in its present form                                  52,415,503   13.62%   332,496,230  86.38%     384,911,733                  63.10%                                         101,753

( )

(1)Resolutions 1 to 11 were proposed as ordinary resolutions and resolutions
12 to 15 were proposed as special resolutions

(2)Includes discretionary votes on resolutions 1 to 14

(3)Includes discretionary votes on resolution 15

(4)Shares held in treasury count to the total issued share capital but are not
voted

(5)A vote withheld is not a vote in law and is not counted in the calculation
of the votes for or against a resolution

 

The board is encouraged that a significant majority of shareholders voted for
the continuation of Foresight Solar and is grateful to shareholders for
supporting its recommendations. The directors acknowledge that 52,415,503
votes, representing 8.59% of Foresight Solar's total issued Ordinary Shares
and 13.62% of the valid votes at the AGM, were cast in favour of Resolution 15
and for the discontinuation of the Company in its current form.

 

Since the beginning of 2024, the board and its advisors have intensified their
active engagement programme and have regularly consulted with shareholders to
better understand their views and priorities. Throughout that time, investors
have expressed a range of preferences to address the headwinds affecting the
renewables infrastructure investment trust sector.

 

The directors have sought to allay those concerns and deliver the best
possible outcome for the majority of shareholders - and will continue to do
so.

 

Alex Ohlsson, Chair of Foresight Solar, said: "Over the last 18 months, the
board and its advisors have held more than 80 meetings with current, former
and prospective investors to understand their views, discuss FSFL's income and
growth strategy and to detail the actions in place to reduce the share price
discount relative to the Company's net asset value.

 

"We have been pursuing the potential benefits of consolidation, having made a
proposal for a combination with another investment trust. We continue to
explore all options available to deliver value for shareholders. In addition
to that, we are executing one of the largest share buyback programmes in the
sector relative to NAV; we are moving ahead with our phased divestment
programme; we have strengthened Foresight Solar's balance sheet; and we have
implemented a new fee structure to reduce costs for shareholders and better
align the investment manager's incentives.

 

"It is comforting to see a significant majority of investors has recognised
these efforts and chosen to give the Company time to progress its strategic
initiatives. We remain fully committed to deliver the best outcome for
shareholders and will keep the market informed of next steps."

 

Notes

Every shareholder has one vote for every Ordinary Share held. As at close of
business on Friday, 13 June 2025, the share capital of the Company consisted
of 609,958,720 Ordinary Shares with voting rights, of which 53,420,275 were
held in treasury.

 

In accordance with Listing Rule 9.6.2, copies of all the resolutions passed,
other than ordinary business, will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

For more information, follow Foresight Solar on LinkedIn
(https://www.linkedin.com/showcase/foresight-solar/) or contact:

 

 

 Foresight Solar Fund Limited     +44 (0)1534 822 251

 Alex Ohlsson

 Foresight Group                  +44 (0)20 3911 2318

 Matheus Fierro

 (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 (Jersey) Limited             +44 (0)1534 700 000

 Hilary Jones

 

LEI: 213800VO4O83JVSSOX33

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