Results of 2024 Annual General Meeting

Foresight Solar Fund Limited

12 June 2024

 

12 June 2023

Foresight Solar Fund Limited

("Foresight Solar", "FSFL" or the "Company")

Results of 2024 Annual General Meeting

Foresight Solar Fund Limited announces that, at its 2024 Annual General Meeting, held on Wednesday, 12 June 2024 at 9:30am, all resolutions were voted on by way of a poll. The results of the poll, including all proxy votes received, are set out below.

No.	Resolution 1	Votes For 2		Votes Against 3		Total votes validly cast 4	Total votes cast as % of issued share capital	Votes Withheld 5
		Votes	%	Votes	%
1	To receive and adopt the Company's annual accounts for the financial year ended 31 December 2023	403,538,045	99.93%	270,367	0.07%	403,808,412	66.20%	191,089
2	Approve directors' remuneration report for the period ended 31 December 2023	395,495,076	97.95%	8,260,620	2.05%	403,755,696	66.19%	245,559
3	Approve the directors' remuneration policy	395,432,711	97.94%	8,317,328	2.06%	403,750,039	66.19%	251,216
4	Approve the Dividend Policy	395,869,379	99.94%	231,430	0.06%	396,100,809	64.94%	7,900,446
5	Re-appoint Alexander Ohlsson as a Director	374,613,283	95.33%	18,358,863	4.67%	392,972,146	64.43%	11,029,109
6	Re-appoint Ann Markey as a Director	381,952,997	97.20%	11,009,885	2.80%	392,962,882	64.42%	11,038,373
7	Re-appoint Monique O'Keefe as a Director	308,144,045	81.73%	68,863,158	18.27%	377,007,203	61.81%	26,994,052
8	Re-appoint Chris Ambler as a Director	348,395,052	88.71%	44,319,172	11.29%	392,714,224	64.38%	11,037,031
9	Elect Lynn Cleary as a Director	395,638,365	97.99%	8,103,374	2.01%	403,741,739	66.19%	259,516
10	Re-appoint KPMG LLP as the Company's auditors	399,559,589	98.96%	4,185,106	1.04%	403,744,695	66.19%	256,560
11	Authorise the directors to determine the auditors' remuneration	402,026,447	99.57%	1,728,054	0.43%	403,754,501	66.19%	246,754
12	Approve and adopt the proposed investment objective and investment policy	384,968,266	95.34%	18,807,669	4.66%	403,775,935	66.20%	225,320
13	Authorise the Directors to allot shares in the Company	392,405,818	97.18%	11,407,554	2.82%	403,813,372	66.20%	187,883
14	Authorise the Company to make market purchases of its own Ordinary Shares	403,470,658	99.91%	343,637	0.09%	403,814,295	66.20%	186,960
15	Subject to the passing of resolution 14, to authorise the Company to cancel or to hold any such Ordinary Shares it repurchases	403,505,900	99.93%	295,584	0.07%	403,801,484	66.20%	199,771
16	To discontinue the Company in its present form	97,969,486	24.44%	302,874,396	75.56%	400,843,882	65.72%	3,152,373

¹ Resolutions 1 to 12 were proposed as ordinary resolutions and resolutions 13 to 16 were proposed as special resolutions

² Includes discretionary votes on resolutions 1 to 15

³ Includes discretionary votes on resolution 16

⁴ Shares held in treasury count to the total issued share capital but are not voted

⁵ A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution

While the Board is pleased that a significant majority of shareholders supported the Board's recommendations, the Directors acknowledge that 97,969,486 votes, representing 16.06% of the Company's total issued Ordinary Shares and 24.44% of the valid votes at the AGM, were cast in favour of Resolution 16 and for the discontinuation of the Company in its current form.

The Board and its advisors maintain an active engagement programme and have regularly consulted with shareholders to better understand their views. Investors expressed a range of preferences to address the headwinds affecting the alternatives sector.

The challenging macroeconomic landscape has also impacted the Company, and the Directors share the frustration with the share price trading at a significant discount to net asset value. Several initiatives are already underway to address the issue, including paying down debt and returning capital via the sector's largest buyback programme relative to NAV.

Alexander Ohlsson, Chair of Foresight Solar, said:

"The Board recognises shareholders' concerns and will continue to engage with all shareholders, particularly those that voted for discontinuation. In the meantime, the Directors will deliberate further on what additional strategic actions may best address these views in the near term."

Note

Every shareholder has one vote for every Ordinary Share held. As at close of business on Monday, 10 June 2024, the share capital of the Company consisted of 609,958,720 Ordinary Shares of which 572,786,297 shares held voting rights. The Company held 37,172,423 Ordinary Shares in treasury.

In accordance with Listing Rule 9.6.2, copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For more information, follow Foresight Solar on LinkedIn or contact:

Foresight Solar Fund Limited Alexander Ohlsson	[phone]
Foresight Group Matheus Fierro ([e-mail])	[phone]
Jefferies International Limited Gaudi Le Roux Harry Randall	[phone]
Singer Capital Markets Robert Peel Alaina Wong	[phone]
Powerscourt Justin Griffiths Gilly Lock	[phone]

LEI: 213800VO4O83JVSSOX33

 

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