Foresight Solar Fund LTD

AGM Information • Sep 24, 2018

NOTICE OF THE PASSING OF RESOLUTIONS FORESIGHT SOLAR FUND LIMITED (Incorporated in Jersey with registered number 113721)

Notice is hereby given that at the general meeting of Foresight Solar Fund Limited (the "Company") held at 10:00 a.m. on 24 September 2018, the following special resolution and ordinary resolution were passed by the shareholders of the Company:

SPECIAL RESOLUTION

• 1. THAT, in addition to all existing power and authority granted to the Directors, the Directors be and are hereby generally empowered to allot ordinary shares of no par value (the "Ordinary Shares") carrying the rights, privileges and subject to the restrictions attached to the Ordinary Shares as set out in the articles of association of the Company or to grant rights to subscribe for or, to convert securities into Ordinary Shares ("equity securities") including the sale of Ordinary Shares held by the Company in treasury, in each case for cash as if any pre-emption rights in relation to the issue or sale of shares, as set out in Article 10.2 of the articles of association of the Company and in the Listing Rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended), did not apply to any such allotment of or grant of rights to subscribe for or to convert into equity securities or sale, provided that this power:
• shall be limited to the allotment of: (a) up to 53,994,250 Ordinary Shares which $(i)$ equates to approximately 10.9 per cent, of the total Ordinary Share capital of the Company in issue as at 6 September 2018 for the purpose of the Placing (as defined in the circular dated 7 September 2018); or (b) up to 49,494,730 Ordinary Shares which equates to approximately 10.0 per cent. of the total Ordinary Share capital of the Company in issue as at 6 September 2018 for further share issuances where the Board believes there are suitable investment opportunities in accordance with the Company's investment policy:
• share expire on the earlier of the date falling 12 months after the passing of this $(ii)$ resolution and the conclusion of the annual general meeting of the Company to be held in 2019, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

ORDINARY RESOLUTION

$2.$ THAT, the issue of new ordinary shares of no par value in the capital of the Company ("New Shares") to BlackRock Inc ("BlackRock") (as described in the circular published by the Company on 7 September 2018) which is a related party transaction under the Listing Rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended), be and is hereby approved subject to this authority expiring on the earlier of the date falling 12 months after the passing of this resolution and at the conclusion of the annual general meeting of the Company to be held in 2019.

Alexander Anders Ohlsson for and on behalf of Foresight Solar Fund Limited Date: 24 September 2018

Foresight Solar Fund Limited Meeting 9 EXTRAORDINARY GENERAL MEETING Run No 1301 (current - 1) 24/9/2018

Issued Capital As At Run: 1301 494,947,300

Proxy votes lodged in favour of the Chairman

Proxy votes lodged in favour of Third Parties

			For			Against			Discretion			Votes Withheld		For + Discretion
		Holders		% Votes	Holders		% Votes	Holders		% Votes	Holders		Total Votes Cast (excl. Votes	Holders		% Votes
Resolution	Description	Voting	Votes	Cast	Voting	Votes	Cast	Voting	Votes	Cast	Voting	Votes	Withheld)	Voting	Votes	Cast
RES:001	ALLOT ORDINARY SHARES	161	333,146,543	99.98	2	19,444	0.01	8	48,645	0.01	0	0	333,214,632	169	333,195,188	99.99
RES:002	BLACKROCK INC. NEW SHARES	144	226,477,683	96.82	7	7,385,468	3.16	8	48,645	0.02	16	99,302,835	233,911,796	152	226,526,328	96.84

Total Proxy votes lodged

			For			Against		Discretion			Votes Withheld				For + Discretion
Resolution	Description	Holders Voting	Votes	% Votes Cast	Holders Voting	Votes	% Votes Cast	Holders Voting	Votes	% Votes Cast	Holders Voting	Votes	Total Votes Cast (excl. Votes Withheld)	Holders Voting	Votes	% Votes Cast
RES:001	ALLOT ORDINARY SHARES	1	1,000,000	100.00	0	0	0.00	0	0	0.00	0	0	1,000,000	1	1,000,000	100.00
RES:002	BLACKROCK INC. NEW SHARES	1	1,000,000	100.00	0	0	0.00	0	0	0.00	0	0	1,000,000	1	1,000,000	100.00

	For			Against			Discretion			Votes Withheld			For + Discretion
													Total Votes Cast
		Holders		% Votes	Holders		% Votes	Holders		% Votes	Holders		(excl. Votes	Holders		% Votes
Resolution	Description	Voting	Votes	Cast	Voting	Votes	Cast	Voting	Votes	Cast	Voting	Votes	Withheld)	Voting	Votes	Cast
RES:001	ALLOT ORDINARY SHARES	162	334,146,543	99.98	2	19,444	0.01	8	48,645	0.01	0	0	334,214,632	170	334,195,188	99.99
RES:002	BLACKROCK INC. NEW SHARES	145	227,477,683	96.84	7	7,385,468	3.14	8	48,645	0.02	16	99,302,835	234,911,796	153	227,526,328	96.86

	TOTAL	Scanned	Internet	Keyed	Batch	CREST	Unknown
Number of Proxies lodged (with votes)	173	18	0	18	0	137	0

Number of Holders intending to attend 0