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.
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.
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
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 ended
31 December 2023 together with the directors' report and
auditors' report on those accounts
|
ü
|
|
2
|
That the directors' remuneration
report (excluding the directors' remuneration 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.
|
ü
|
|
3
|
To approve the directors'
remuneration policy, as set out on page 114 of the 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
|
ü
|
|
4
|
To approve the Dividend Policy as
set out on page 4 of the circular to shareholders dated 13 May
2024
|
ü
|
|
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 conclusion of this
annual general meeting until the conclusion of the next annual
general meeting at which accounts are laid before the
Company
|
ü
|
|
11
|
To authorise the directors of the
Company to determine the auditors' remuneration.
|
ü
|
|
12
|
To approve and adopt the proposed
investment objective and investment policy 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
|
ü
|
|
Special Resolutions:
|
13
|
To grant the Director's authority to
allot ordinary shares up to 10% of the Company's issued share
capital.
|
ü
|
|
14
|
The Company be and is hereby
generally and unconditionally Authorised pursuant 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
|
ü
|
|
15
|
THAT, subject to resolution 14 being
passed, the Company be and is hereby 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
|
ü
|
|
16
|
THAT, the Company cease to continue
in its present form under Article 168 of the Company's Articles of
Association.
|
|
ü
|
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
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)