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Foresight Solar Fund LTD

Declaration of Voting Results & Voting Rights Announcements Jun 17, 2025

5151_agm-r_2025-06-17_0b29e279-3bf5-4723-88c7-adff7790499a.pdf

Declaration of Voting Results & Voting Rights Announcements

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SPECIAL RESOLUTIONS

of

FORESIGHT SOLAR FUND LIMITED (the "Company")

Passed on 17 June 2025

At an Annual General Meeting of the Company duly convened and held at 28 Esplanade, St. Helier, Jersey, JE2 3QA on Tuesday, 17 June 2025, at 9.30am am the following resolutions were duly passed as special resolutions.

    1. THAT, in addition to any existing power and authority granted to the directors, the directors of the Company be and are hereby generally empowered to allot ordinary shares of no par value 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 (the "Ordinary Shares") or to grant rights to subscribe for or to convert securities into Ordinary Shares ("equity securities"), including the allotment and grant of rights to subscribe for, or to convert securities into or the sale of, Ordinary Shares held by the Company as treasury shares in each case for cash as if any pre-emption rights in relation to the issue of 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:
    2. (a) shall expire at the conclusion of the Company's next annual general meeting or on the date falling 18 months after the passing of this resolution, whichever is earlier, 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; and
    3. (b) par value (representing approximately 10 per cent. of the issued share capital of the Company as at the date of this Notice of AGM).
    1. THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Article 57 of the Companies (Jersey) Law, 1991 (as amended) (the "Law") to make market purchases of its own ordinary shares of no par value in the capital of the Company (the "Ordinary Shares") on such terms and in such manner as the directors of the Company shall from time to time determine, subject always to the terms of any class rights in the articles of association and provided that:
    2. a the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be up to 83,527,563 or if less, such number as represents 14.99 per cent. of the aggregate number of Ordinary Shares in issue immediately prior to the passing of the resolution;
    3. b. the minimum price which may be paid for an Ordinary Share shall be £0.01;
    4. the maximum price exclusive of any expenses which may be paid for an c. Ordinary Share is an amount equal to the higher of (i) 105 per cent. of the average of the middle market quotations for an Ordinary Share (as derived from the Daily Official List of London Stock Exchange plc) for the five

business days immediately preceding the date on which such Ordinary Share is contracted to be purchased; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out;

  • d. the authority hereby conferred is in addition to all and any authorities in place in respect of market purchases by the Company and shall expire at the conclusion of the Company's next annual general meeting or on the date falling 18 months from the date of the passing of this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in general meeting;
  • e. the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase Ordinary Shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares in pursuance of any such contract or contracts; and
  • f. the directors of the Company provide a statement of solvency in accordance with Articles 55 and 57 of the Law.
    1. THAT, subject to resolution 13 ("Resolution 13") above being passed, the Company be and is hereby 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 (as amended) (the "Law") to hold such shares it repurchases pursuant to Resolution 13 as treasury shares to be dealt with in accordance with the provisions of the Law as the directors of the Company see fit.

Signed: .

Alex Ohlsson Non-Executive Director and Chair of the Company 17 June 2025

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