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Foresight Solar Fund LTD — AGM Information 2026
May 1, 2026
5151_agm-r_2026-05-01_90538efe-0dd6-470b-8c93-4cc5f5d49a35.pdf
AGM Information
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Foresight Solar
JTC House
JTC House, 28 Esplanade
St. Helier, Jersey
JE2 3QA
t: +44 (0) 2036 678 100
ForesightSolar.com
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains proposals relating to Foresight Solar Fund Limited (the "Company") on which shareholders are being asked to vote. If you are in any doubt as to any matter referred to in this document or as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant or other independent professional advisor authorised under the Financial Services and Markets Act 2000, as amended, if you are resident in the United Kingdom or, if you are not resident in the United Kingdom, from another appropriately authorised independent professional advisor. If you sell or transfer, or have sold, transferred or otherwise disposed of all your shares in the Company ("Ordinary Shares"), please forward this document and the accompanying Form of Proxy (but not the accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent who arranged the sale or transfer for onward transmission to the purchaser or transferee, except that this document should not be forwarded, distributed or transmitted into any jurisdiction under any circumstances where to do so might constitute a violation or the relevant securities law and regulations in such jurisdiction.
FORESIGHT SOLAR FUND LIMITED
(a company incorporated in Jersey, Channel Islands, under the Companies (Jersey) Law 1991 (as amended) with registered number 113721)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF FORESIGHT SOLAR FUND LIMITED (THE "AGM") WILL BE HELD:
| Date of AGM: 09:30 a.m. on Wednesday, 03 June 2026 |
|---|
| Place of AGM: the offices of JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA |
The Board is encouraging all the Company's shareholders (the "Shareholders") to vote on the resolutions to be proposed at the AGM (the "Resolutions") in advance by form of proxy. To be valid, any form of proxy accompanying this document or other instrument appointing a proxy ("Form of Proxy"), together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be completed and received by post (during normal business hours only), or by hand at the office of the Company's Registrar, Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, or if a CREST member via the CREST electronic proxy appointment service by no later than 09:30 a.m. on Monday, 01 June 2026.
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Registered Office: JTC House, 28 Esplanade, St. Helier, Jersey JE2 3QA | Reg No 113721
JTC House
JTC House, 28 Esplanade
St. Helier, Jersey
JE2 3QA
t: +44 (0) 2036 678 100
ForesightSolar.com
Directors
Anthony Roper (Chair)
Ann Markey
Lynn Cleary
Paul Masterton
01 May 2026
Dear Shareholder
Foresight Solar Fund Limited – 2026 Annual General Meeting
Following the publication of the Company's annual report and audited financial statements for the year ending 31 December 2025 (the "2025 Annual Report"), please now find enclosed the notice of the Company's annual general meeting on pages 13 to 15 of this document (the "Notice of AGM"). The AGM will be held at the offices of JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA at 09:30 a.m. on Wednesday, 03 June 2026, to transact the business set out in the Notice of AGM.
The purpose of this letter is to outline the arrangements that will be in place at this year's AGM and to provide you with further details in relation to its business.
AGM arrangements
The AGM will proceed through the conduct of formal business (consisting of voting on the Resolutions) to meet the requirements of the Company's current articles of association (the "Articles") and as set out below:
- the AGM will be held in-person at the offices of JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA;
- the Company is making the necessary arrangements to ensure that the AGM is quorate;
- it is anticipated that the full Board will be present in person or via videoconference and representatives of Foresight Group LLP (the "Investment Manager"), will be present in person or by videoconference;
- Shareholders may (and are encouraged to) ask questions via email in advance of the AGM (please see below for further details);
- the votes on the Resolutions will be conducted by way of a poll. The Board believes that a poll is more representative of Shareholders' voting intentions because votes are
Registered Office: JTC House, 28 Esplanade, St. Helier, Jersey JE2 3QA | Reg No 113721
Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
counted according to the number of Ordinary Shares held and all votes tendered are taken into account; and
- the results of the poll, including the proxy votes received, will be published as soon as practicable following the conclusion of the AGM by way of an RNS announcement and on the Company's website (www.foresightsolar.com).
Of course, if circumstances change and the Board is compelled to make special arrangements in relation to the conduct of the AGM, the Company will notify Shareholders of any changes to the proposed format as soon as possible via an RNS announcement and on the Company's website.
The recommended action that you should take is to vote on the Resolutions by completing the accompanying Form of Proxy.
Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon. Shareholders may cast proxy votes online by registering at www.investorcentre.co.uk/eproxy. Shareholders will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN, and agree to certain terms and conditions. Further, Shareholders may also send their completed Form of Proxy to the office of the Company's Registrar, Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. All proxy votes must be received no later than 09:30 a.m. on Monday, 01 June 2026.
If you have a question relating to the business of the AGM or a question for the Board or the Investment Manager that you would like to ask at the AGM, please send it by email to [email protected]. To the extent that it is appropriate to do so, we will respond to any questions received in a Q&A response that will be posted on the Company's website in advance of the AGM. Please note all questions should be submitted by close of business on Friday, 29 May 2026.
RECOMMENDATION AND DIRECTORS' VOTING INTENTIONS
The Board considers that Resolutions 1-13 to be proposed at the AGM are in the best interests of the Company and its Shareholders. The Board does not consider a vote in favour of Resolution 14 to be in the best interests of the Company or its Shareholders.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions, except for Resolution 14, to be proposed at the AGM as each of the Directors intends to do in relation to the Ordinary Shares in respect of which they have voting control. The Board unanimously recommends that Shareholders DO NOT VOTE IN FAVOUR of RESOLUTION 14 and instead VOTE AGAINST it. Each Director entitled to vote intends to vote against this resolution.
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Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
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 2025 together with the Directors' report and Auditors' report on those accounts | ✓ | |
| 2 | That the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), as set out on pages 101 to 102 of the Company's annual report and audited financial statements for the financial year ended 31 December 2025, be approved | ✓ | |
| 3 | To approve the Directors' Remuneration Policy, as set out on page 101 of the Company's annual report and audited financial statements for the financial year ended 31 December 2025, which takes effect immediately after the end of the annual general meeting | ✓ | |
| 4 | To approve the Dividend Policy as set out on page 5 of the circular to Shareholders dated 01 May 2026 | ✓ | |
| 5 | To re-appoint Anthony Roper as a Director of the Company | ✓ | |
| 6 | To re-appoint Ann Markey as a Director of the Company | ✓ | |
| 7 | To re-appoint Lynn Cleary as a Director of the Company | ✓ | |
| 8 | To re-appoint Paul Masterton as a Director of the Company | ✓ | |
| 9 | To re-appoint KPMG LLP as the Company's auditors to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting at which accounts are laid before the Company | ✓ | |
| 10 | To authorise the Directors of the Company to determine the auditors' remuneration | ✓ | |
| Special Resolutions: | |||
| 11 | To grant the Directors authority to allot, on a non-pre-emptive basis, Ordinary Shares up to 10% of the Company's issued share capital | ✓ | |
| 12 | To generally and unconditionally authorise the Company, 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 | ✓ | |
| 13 | That, subject to Resolution 12 being passed, the Company be and is hereby generally and unconditionally authorised to cancel any Ordinary Shares it repurchases pursuant to Resolution 12 or, pursuant to Article 58A(1)(b) of the Companies (Jersey) Law 1991, hold such Ordinary Shares it repurchases as treasury shares | ✓ | |
| 14 | That the Company cease to continue in its present form under Article 168 of its Articles | ✓ |
Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
Formal Business of the AGM
Ordinary Resolutions
Resolution 1 – Receive and adopt the 2025 Annual Report
The Companies (Jersey) Law 1991 (as amended) (the "Companies Law") requires the Directors of the Company to lay copies of the annual report and audited financial statements together with the Directors' report and auditors' report in respect of each financial year before the Company at a general meeting. These are contained in the 2025 Annual Report. Accordingly, a resolution to receive and adopt the 2025 Annual Report is proposed as an ordinary resolution. As described above, Shareholders are invited to send any questions they may have on the 2025 Annual Report to the Board in advance of the AGM. To the extent that it is appropriate to do so, the Board and the Investment Manager will respond to such questions in a Q&A that will be posted on the Company's website in advance of the AGM.
Resolution 2 – Approve the Directors' Remuneration Report
The Directors' Remuneration Report can be found on pages 101 to 102 of the 2025 Annual Report and is subject to an advisory vote by Shareholders, which is proposed as an ordinary resolution. It details the payments that have been made to the Directors during the financial year, in accordance with the current remuneration policy.
The Directors' Remuneration Report is presented to Shareholders within the Company's annual reports and audited financial statements on an annual basis.
Resolution 3 – Approve the Directors' Remuneration Policy
The Directors' Remuneration Policy can be found on page 101 of the 2025 Annual Report and is subject to a binding vote by Shareholders. If approved, the policy will take effect immediately following the AGM.
Resolution 4 – Dividend Policy
Resolution 4 proposes to approve the Company's existing dividend policy to pay four interim dividends per financial year.
Under the Articles, the Board is authorised to approve the payment of interim dividends without the need for prior Shareholder approval.
Having regard to best practice relating to the payment of interim dividends without the approval of a final dividend by Shareholders, the Board has decided to seek express approval from Shareholders of its dividend policy to pay four interim dividends per financial year.
Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
It should be noted that the dividend policy is not a profit forecast and dividends will only be paid to the extent permitted in accordance with the Companies Law and the Articles.
Resolutions 5 to 8 – Re-election of Directors
In line with the AIC Code of Corporate Governance, existing Directors Anthony Roper, Ann Markey, Lynn Cleary and Paul Masterton will stand for re-election by Shareholders.
Brief biographies of each Director standing for re-election, who are all independent, can be found on page 83 of the 2025 Annual Report. Full biographies are available on the Company's website.
Resolutions 9 and 10 - Appointment of Auditors and Auditors' Remuneration
Resolution 9 relates to the appointment of KPMG LLP as the Company's auditors to hold office until the conclusion of the next AGM of the Company. This resolution is recommended by the Company's Audit and Risk Committee and endorsed by the Board.
The appointment of KPMG LLP as the Company's auditors is proposed as an ordinary resolution.
Similarly, Resolution 10 seeks authorisation for the Directors, upon recommendation from the Company's Audit and Risk Committee, to fix the auditors' remuneration.
The Directors, having regard to the Audit and Risk Committee's recommendation, consider the level of consultancy-related non-audit fees when compared to audit fees for work undertaken by KPMG LLP to be appropriate for the advisory work required to be undertaken for the period ended 31 December 2025, and that these do not create a conflict of interest on the part of the independent auditors.
Special Resolutions
Resolution 11 – Directors' Authority to Allot on a Non-preemptive Basis
Resolution 11 seeks to renew the Company's authority to allot Ordinary Shares of no par value in the capital of the Company, including the Ordinary Shares held in treasury, for cash on a non-preemptive basis. Accordingly, if passed, Resolution 11 authorises the Board to allot, on a non-preemptive basis, up to 60,995,872 Ordinary Shares, representing approximately 10 per cent. of the issued Ordinary Share capital of the Company as at close of business on 29 April 2026, the latest practicable date prior to the publication of this Notice of AGM.
The Board believes that the passing of Resolution 11 is in Shareholders' best interests given that:
Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
- this authority is intended to be used to fund specific investment opportunities sourced by the Investment Manager, thereby mitigating the potential dilution of investment returns for existing Shareholders; and
- Ordinary Shares issued under this authority will only be issued at prices greater than the aggregate of the relevant prevailing net asset value ("NAV") per Ordinary Share and a premium to cover the commissions and expenses of the issue under the relevant placing and should, therefore, not be dilutive to the prevailing NAV per existing Ordinary Share.
The authority granted pursuant to Resolution 11 will expire on the earlier of the next annual general meeting of the Company or on the date falling 18 months from the date of the passing of Resolution 11, unless renewed, varied or revoked earlier. The Board considers it important to have the flexibility to raise capital to enable the Company to respond to market developments and conditions.
As at close of business on 29 April 2026, the latest practicable date prior to the publication of this Notice of AGM, the Company held 63,547,288 Ordinary Shares in treasury, representing approximately 10 per cent. of the Company's issued Ordinary Share capital.
Resolutions 12 and 13 – Authority to Make Market Purchases of Own Ordinary Shares
Resolution 12 seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed as a special resolution. If passed, the Resolution gives authority to the Company to purchase up to 81,907,074 of its Ordinary Shares, or, if less, 14.99 per cent. of the Company's issued ordinary share capital immediately prior to the passing of Resolution 12 (excluding treasury shares).
The price paid for the Ordinary Shares will not be less than £0.01 nor more than the higher of: (a) 5 per cent. of the average of the middle market quotations for an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange) for the five business days before the Ordinary Shares are purchased; and (b) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out. If renewed, this authority will expire on the earlier of the next AGM of the Company or on the date falling 18 months from the date of the passing of Resolution 12, unless renewed, varied or revoked earlier.
Further, Resolution 13 will, if passed, authorise the Company to cancel or to hold any such Ordinary Shares it repurchases pursuant to Resolution 12 as treasury shares to be dealt with in accordance with the provisions of the Law as the Board sees fit.
In light of the current market conditions, the Board believes that the Company should continue to have the option to repurchase its Ordinary Shares. Any such purchases will only be made through
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2026 Notice of Annual General Meeting
the market for cash at prices below the estimated prevailing NAV per Ordinary Share when the Directors believe such purchases will result in an increase in the NAV per Ordinary Share and when such purchases are in Shareholders' best interests by addressing an imbalance in the demand and supply of Ordinary Shares available in the market.
From May 2023, when the Company's share buyback programme commenced, to 31 December 2025, the Company repurchased approximately 60 million Ordinary Shares at an average price of 88.56p per Ordinary Share, adding 3.1 pence to the NAV per Ordinary Share. The Board currently intends to place any Ordinary Shares purchased into treasury under this authority.
The Company does not have any options or outstanding share warrants.
Resolution 14 – Continuation of the Company
The Company delivered another year of strong operational performance in 2025. The portfolio continues to generate stable cash flows, supporting a fully covered dividend. Notwithstanding this, the Ordinary Shares traded at a persistent discount to NAV over the financial year, reflecting the broader macroeconomic challenges that continue to affect the listed renewable energy infrastructure investment trust sector.
In accordance with the Company's Articles, the Company's discount control policy provides that if, in any financial year, the Ordinary Shares have traded, on average, at a discount in excess of 10 per cent. to NAV, the Board will propose a special resolution at the next annual general meeting that the Company cease to continue in its present form. The Board is, therefore, required to propose this special resolution at the AGM. To pass, at least a two-thirds majority of votes cast must be in favour of discontinuation of the Company in its current form. The Directors have carefully considered the implications of both outcomes and unanimously recommend that Shareholders vote AGAINST Resolution 14.
The Board recognises Shareholders' ongoing frustration with the discount to NAV at which the Ordinary Shares have continued to trade and reiterates that addressing it is a central focus of its actions. Therefore, the Board has put in place a clear and actionable plan to address the discount while maintaining the Company's secure income profile and enhancing long-term value for Shareholders.
Income and growth priorities
Core to this plan is the Directors' intention to evolve the portfolio mix to improve long-term contracted revenues and support the dividend.
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Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
Divestment and renewal
Recognising the 10 GW to 12 GW market opportunity in the Company's core UK market, equivalent to as much as £8 billion, the Investment Manager intends to increase exposure to Contract for Difference ("CfD")-backed development and construction-stage assets.
This portfolio renewal will provide longer-term revenue streams and be supported by ongoing divestment and refinance programmes as part of the Company's disciplined capital allocation. Regular disposals, combined with reinvestment into CfD-backed opportunities, will extend the duration of contracted cashflows and deliver modest capital appreciation as projects move into operations. This strategy enables the Company to continue delivering a compelling combination of income and growth, enhancing Shareholder returns over time.
Asset sales will crystallise value, validate valuations and support capital reallocation into higher-return development and construction opportunities. The Board looks forward to updating investors on the divestment of an additional 75 MW of operational solar assets soon. The Investment Manager continues to assess further divestment opportunities and is engaging with potential partners attracted by the portfolio's track record and stable revenue profile.
At a broader level, the Investment Manager is already executing this strategy, as demonstrated by the construction, optimisation and subsequent partial sale of the Lorca portfolio in Spain at a 21 per cent. premium to holding value, which delivered a combined uplift of 3.5 pence per Ordinary Share to NAV.
This track record, combined with the Investment Manager's origination capabilities, will support the portfolio's renewal, and the Board has tasked it with pursuing suitable opportunities in Foresight Solar's core market.
Partnerships
The Board and Investment Manager are actively exploring private market partnerships to support the divestment programme. Discussions are at an early stage and there can be no certainty of outcome, but such arrangements have the potential to support accelerated portfolio renewal and reinvestment, while providing additional liquidity to enhance Shareholder returns.
Optimisation
Revenue optimisation remains a focus and the Company has consistently hedged production at advantageous prices, providing revenue visibility in support of a sustainable dividend. Having steadily captured attractive prices, the decision to maintain a meaningful residual merchant exposure has once again yielded benefits. Based on first quarter electricity production and
Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
contracted revenues alone, the dividend is expected to be covered. On top of this, the portfolio retains further merchant exposure in what remains a volatile market with upside risk.
The Investment Manager has also taken steps to further strengthen the Company's balance sheet. During 2025, financing costs were reduced by utilising the Euribor component of our multi-currency revolving credit facility (the "RCF"), providing both interest savings and a natural hedge for the Company's Spanish portfolio. Further, the RCF was resized and extended, delivering an expected £1 million in savings over its term.
The Board and the Investment Manager are considering refinancing options to unlock cash from the portfolio and optimise amortisation profiles. Such actions aim to amplify the effectiveness of the reinvestment strategy and will be undertaken with a clear focus on preserving balance sheet strength.
The Company continues to follow a disciplined capital allocation strategy, including its ongoing share buyback programme. Consistent Ordinary Share repurchases have delivered significant NAV accretion and enhanced dividend cover. This has been an important factor in the continued delivery of the Company's dividend.
Other strategic options
The Board continues to analyse a range of strategic options to enhance Shareholder value. The Directors evaluated various opportunities, one of which culminated in a formal proposal that did not advance. The Board remains open to opportunities that deliver value for Shareholders, recognising that such processes can be complex and involve differing stakeholder considerations.
Importantly, while these initiatives are underway, Shareholders continue to benefit from attractive income. On the basis of the Company's Ordinary Share price on 24 April 2026 being 64.00 pence per Ordinary Share, the target dividend of 8.10 pence per Ordinary Share represents a yield of 12.7%.
Conclusion
The underlying portfolio continues to perform well, generating stable cash flows from high-quality assets.
Strategically, the Board is implementing a clear, comprehensive plan to address the discount to NAV at which the Company's Ordinary Shares currently trade, based on delivering stable income through a consistent dividend, alongside value realisation and disciplined capital allocation. The Company is making progress on partnerships and optimisation, but the benefits of the divestment and portfolio renewal are expected in the medium term. In the interim, the Directors are evaluating other strategic options to deliver the best possible outcome for Shareholders.
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2026 Notice of Annual General Meeting
The Directors, therefore, continue to believe that continuation is in the best interests of the Shareholders and recommend that Shareholders VOTE AGAINST Resolution 14 and the cessation of the Company so that it may continue in its present form.
If Shareholders vote in favour of this Resolution and ultimately decide the Company should cease to continue in its present form, the Directors will be required to formulate proposals to be put to Shareholders at a General Meeting to be held within four months of the AGM to wind down or otherwise reconstruct the Company, bearing in mind the illiquid nature of the underlying assets.
ACTION TO BE TAKEN BY SHAREHOLDERS
All Shareholders whose names appear on the Company's register of members at the record date shown below are encouraged to vote via proxy in advance of the AGM.
Accordingly, please register your proxy appointment electronically at www.investorcentre.co.uk/eproxy:
a. in the case of Shareholders who hold their Ordinary Shares in uncertificated form, please use the CREST electronic proxy appointment service (see note 4 to the Notice of AGM); or complete the enclosed Form of Proxy and return it to the office of the Company's Registrar, Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ; or
b. in the case of Shareholders who hold their Ordinary Shares in certificated form please complete the enclosed Form of Proxy and return it to the office of the Company's Registrar, Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ; or
c. in the case of Shareholders who hold their Ordinary Shares through a nominee, platform or other intermediary, contact your nominee, platform or intermediary as soon as possible to request that they appoint a proxy on your behalf or otherwise submit your voting instructions in accordance with their procedures. You can find instructions on how to do this on the Company's website at www.foresightsolar.com/media-centre.
In each case, your completed proxy appointment must be received by the Company's Registrar, Computershare Investor Services (Jersey) Limited, no later than 09:30 a.m. on Monday, 01 June 2026. In the event you require a new Form of Proxy, please request a hard copy Form of Proxy from the Company's Registrar (see note 3 to the Notice of AGM).
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Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
Proxy deadline and record date
Date on which all proxies must be received 09:30 a.m. on Monday, 01 June 2026.
Record date to vote at the AGM close of business on Monday, 01 June 2026.
RESOLUTIONS
Shareholders' attention is drawn to the Resolutions to be proposed at the AGM as set out in the Notice of AGM and the corresponding notes below. Resolutions 1 to 10 will be proposed as ordinary resolutions requiring a simple majority of the Shareholders voting to be passed. Resolutions 11 to 14 will be proposed as special resolutions requiring (in accordance with the Articles) to be approved by not less than two-thirds of Shareholders voting.
Shareholder's attention is drawn to Resolution 14, which is required to be put to Shareholders in accordance with the Company's Articles and relates to the discontinuation of the Company. If Shareholders do not want the Company to cease to operate and wish that it continue in its present form, they should VOTE AGAINST Resolution 14.
If you have any questions to put to the Board or the Investment Manager, please contact the Company Secretary by email at: [email protected] no later than close of business on Friday, 29 May 2026.
Yours faithfully,
Tony Roper
Chair
Foresight Solar Fund Limited
01 May 2026
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Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
Foresight Solar Fund Limited
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting (the “AGM”) of Foresight Solar Fund Limited (the “Company”) will be held at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA at 09:30 a.m. on Wednesday, 03 June 2026 to transact the business set out in the resolutions below.
Resolutions
Ordinary resolutions 1 to 10 (inclusive) require at least 50 per cent. of the votes cast to be in favour to pass. Special resolutions 11 to 14 (inclusive) require at least a two-thirds majority of the votes cast to pass.
Ordinary resolutions:
- To receive and adopt the Company’s annual accounts for the financial year ended 31 December 2025 together with the Directors’ report and auditors’ report on those accounts.
- That the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy), as set out on pages 101 to 102 of the Company’s annual report and audited financial statements for the financial year ended 31 December 2025, be approved.
- To approve the Directors’ Remuneration Policy, as set out on page 101 of the Company’s annual report and audited financial statements for the financial year ended 31 December 2025, which, if approved, takes effect immediately after the end of the AGM.
- To approve the dividend policy as set out from page 5 of the circular to Shareholders dated 01 May 2026.
- To re-appoint Anthony Roper as a Director of the Company.
- To re-appoint Ann Markey as a Director of the Company.
- To re-appoint Lynn Cleary as a Director of the Company.
- To re-appoint Paul Masterton as a Director of the Company.
- To re-appoint KPMG LLP as the Company’s auditors to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting at which accounts are laid before the Company.
- To authorise the Directors of the Company to determine the auditors’ remuneration.
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2026 Notice of Annual General Meeting
Special resolutions:
- That, in addition to any existing power and authority granted to the Directors, they 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") (the "Articles") 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 Ordinary Shares, as set out in Article 10.2. of the Articles and in the UK 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:
(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
(b) shall be limited to the allotment of up to 60,995,872 Ordinary Shares of no par value (representing approximately 10 per cent. of the issued share capital of the Company as at 29 April 2026).
- 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 "Companies Law") to make market purchases of its own Ordinary Shares of no par value in the capital of the Company on such terms and in such manner as the Directors shall from time to time determine, subject always to the terms of any class rights in the Articles and provided that:
(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be up to 81,907,074 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 (excluding treasury shares);
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2026 Notice of Annual General Meeting
(b) the minimum price which may be paid for an Ordinary Share shall be £0.01;
(c) the maximum price exclusive of any expenses which may be paid for an 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;
(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 Companies Law.
-
That, subject to Resolution 12 above being passed, the Company be and is hereby generally and unconditionally authorised to cancel any Ordinary Shares it repurchases pursuant to Resolution 12 or pursuant to Article 58A(1)(b) of the Companies Law to hold such Ordinary Shares it repurchases pursuant to Resolution 12 as treasury shares to be dealt with in accordance with the provisions of the Companies Law as the Directors see fit.
-
That the Company ceases to continue in its present form under article 168 of the Articles.
By order of the Board
Tony Roper
Chair
Foresight Solar Fund Limited
01 May 2026
Registered Office: 28 Esplanade, St Helier, Jersey JE2 3QA
Registered Number: 113721
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Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
Notes to the notice of Annual General Meeting
1. Entitlement to attend and vote
1.1. Only those Shareholders registered in the Company's register of members as at:
1.1.1. close of business on Monday, 01 June 2026; or
1.1.2. if the AGM is adjourned, the time which is 48 hours before the time fixed for the adjourned AGM (not counting any part of a day that is not a business day, being any day except any Saturday, any Sunday, or any day which is a bank holiday in Jersey), shall be entitled to vote at the AGM. Changes to the Company's register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend, speak and vote at the AGM.
1.2. Shareholders are encouraged to submit their votes by proxy in advance of the AGM and by no later than 9.30 a.m. on Monday 01 June 2026 and submit any questions they may have for the Board or the Investment Manager to [email protected], by no later than close of business on Friday, 29 May 2026.
1.3. The Company will notify Shareholders of any changes to the arrangements in relation to the AGM via an RNS announcement and on its website (www.foresightsolar.com).
2. Website giving information regarding the AGM
2.1. Information regarding the AGM can be found on the "Reports and publications" section of the Company's website at www.foresightsolar.com/reports-and-publications.
3. Appointment of proxies
3.1. A member entitled to attend and vote at the AGM convened by the above Notice of AGM is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend and speak and vote in his/her place. A Form of Proxy for use in connection with the AGM is enclosed with this document. If a Shareholder wishes to appoint more than one proxy and so requires additional Forms of Proxy, the Shareholder should contact the Company's Registrar Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. A proxy need not be a member of the Company.
3.2. To appoint a proxy, please register at www.investorcentre.co.uk/eproxy. If you need an additional hardcopy Form of Proxy, please contact the Company's Registrar, Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be completed and
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Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
returned in accordance with the instructions printed thereon to the office of the Company's Registrar, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ or delivered by hand (during office hours) to the same address as soon as possible and in any event so as to arrive by not later than 09:30 a.m. on Monday, 01 June 2026.
3.3. Shareholders may cast proxy votes online by registering at www.investorcentre.co.uk/eproxy. Shareholders will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions as detailed on the Form of Proxy which accompanies this document.
3.4. A vote withheld is not a vote in law, which means the vote will not be counted in the calculation of votes for or against the Resolutions. If no voting indication is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter put before the AGM.
3.5. Members who wish to change their proxy instructions should submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
3.6. You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different Ordinary Shares held by you. To appoint more than one proxy, please see Note 3.1 above. A proxy does not need to be a Shareholder of the Company but must attend the AGM to represent you. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
3.7. In order to revoke a proxy instruction, members will need to inform the Company, by sending a hard copy notice clearly stating their intention to revoke a proxy appointment to the office of the Company's Registrar, Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, before 09:30 a.m. on Monday, 01 June 2026.
3.8. If a quorum is not present within 15 minutes from the time appointed for the commencement of the AGM, the AGM will be adjourned to 09:30 a.m. on Wednesday, 10 June 2026.
3.9. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 or Article 40(1) of the Companies (Uncertified Securities) (Jersey) Order 1999 (as applicable), only Shareholders registered in the Company's register of members by close of business on Monday, 01 June 2026, being two days (excluding non-working days) prior to the time fixed for the AGM shall be entitled to attend and vote at the AGM in respect of the number of Ordinary Shares registered in their name at such time. If the AGM is adjourned, the time by which a person must be entered on the Company's register of members of the Company to have the right to attend and vote at the adjourned AGM is close of business two days
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Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
(excluding non-working days) prior to the time of the adjournment. Changes to the Company's register of members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the AGM.
3.10. Any person receiving a copy of this Notice of AGM as a person nominated by a member to enjoy information rights in circumstances similar to those set out in section 146 of the Companies Act 2006 (a "Nominated Person") should note that the provisions in Notes 3.1 to 3.7 above concerning the appointment of a proxy or proxies to attend the AGM in place of a member, do not apply to a Nominated Person as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the AGM.
3.11. Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated them to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter).
3.12. The only exception to this is when the Company expressly requests a response from a Nominated Person.
4. Appointment of proxies through CREST
4.1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by following the procedures described in the CREST manual, which can be viewed at www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting provider(s), who will be able to take the appropriate action on their behalf. For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, to be valid, be transmitted so as to be received by the issuer's agent (CREST ID: 3RA50) by not later than 09:30 a.m. on Monday, 01 June 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to
Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
4.2. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
4.3. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 or the relevant provisions of Part 4 of the Companies (Uncertified Securities) (Jersey) Order 1999.
5. Corporate representatives
5.1. A corporation which is a Shareholder is entitled under the Companies Law and the Articles to appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a Shareholder provided that no more than one corporate representative exercises powers over the same Ordinary Share.
6. Issued Ordinary Shares and total voting rights
6.1. As at close of business on 29 April 2026, being the latest practicable date prior to the publication of this Notice of AGM, the Company's issued share capital comprised 609,958,720 Ordinary Shares of no par value. Each Ordinary Share carries the right to one vote at the AGM and, therefore, the total number of voting rights in the Company as at close of business on 29 April 2026 was 546,411,432. A total of 63,547,288 Ordinary Shares are held in treasury.
6.2. The Company's website will include information on the number of Ordinary Shares and voting rights.
7. Questions at the AGM
7.1. Shareholders are invited to submit their questions, in advance of the AGM, to [email protected]. To the extent that it is appropriate to do so, the Board and the
Foresight Solar Fund Limited
2026 Notice of Annual General Meeting
Investment Manager will respond to any questions received in a Q&A that will be posted on the Company's website in advance of the AGM. Please note all questions should be submitted by close of business on Friday, 29 May 2026.
8. Voting
8.1. The votes on the Resolutions being proposed at the AGM will be conducted by way of a poll. As soon as practicable following the AGM, the results of the voting will be announced via an RNS announcement and placed on the Company's website.
9. Communication
9.1. Except as provided above, Shareholders who have general queries about the AGM should telephone Computershare Investor Services PLC on 0370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, is open between 09:00 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. No other methods of communication will be accepted.
9.2. You may not use any electronic address provided in this Notice of AGM, or in any related documents for communicating with the Company for the purposes other than those expressly stated.
9.3. Copies of the letters of appointment of the Non-Executive Directors are available for inspection at the Company's registered office during normal business hours.
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