FORESIGHT GROUP HOLDINGS LIMITED

Proxy Solicitation & Information Statement • Jun 27, 2024

FORESIGHT GROUP HOLDINGS LIMITED

All Correspondence to:

Computershare Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Form of Proxy - Annual General Meeting to be held on 2 August 2024

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PIN: 1245 SRN: C0000000000 Control Number: 919271

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report online: www.fsg-investors.com

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To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 31 July 2024 at 9.30 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Guernsey) Limited accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, entitlement to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), will be determined by reference to the Register of Members of the Company at 6.00 pm 31 July 2024 or, in the event of any adjournment, 6.00 pm on the date which is two days before the time of the adjourned meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

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	Peter Port, Guernsey GY1 2HH on 2 August 2024 at 9.30 am, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).				I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of FORESIGHT GROUP HOLDINGS LIMITED to be held at Royal Chambers, St Julian's Avenue, St
Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote				Please use a black pen. Mark with an X inside the box as shown in this example.	Vote
1.	Ordinary Resolutions To receive the accounts of the Company for the financial year ended 31st March 2024 and the report of the Directors and auditors thereon.	For	Against	Withheld	For Against 9. To re-appoint Alison Hutchinson, CBE, as a Director of the Company.	Withheld
2.	That the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 31st March 2024 be approved.				10. To re-appoint BDO LLP of 55 Baker Street, London W1U 7EU, as the Company's auditors until the conclusion of the next general meeting of the Company at which accounts are laid.
3.	That the Directors' Remuneration Policy be approved.				11. That the Directors be authorised to agree the auditors' remuneration.
4.	That the final dividend recommended by the Directors of 15.5 pence per ordinary share for the financial year ended 31st March 2024 be declared payable on 4th October 2024 to all members whose names appear on the Company's register of members at 6.00 p.m. on 20th September 2024.				Special Resolutions 12. That the Directors be generally authorised to allot shares.
5.	To re-appoint Bernard Fairman as a Director of the Company.				13. That the disapplication of pre-emption rights generally be authorised.
6.	To re-appoint Gary Fraser as a Director of the Company.				14. That the disapplication of pre-emption rights in connection with an acquisition or specified capital investment be authorised.
7.	To re-appoint Geoffrey Gavey as a Director of the Company.				15. That the Company be authorised to purchase its own shares.
					Ordinary Resolution

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date

Company.

8. To re-appoint Michael Liston, OBE, as a Director of the

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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16. That the waiver of Rule 9 be approved.