Foresight : Notice of AGM - Foresight Group Holdings Limited

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your

stockbroker, solicitor, accountant, or other independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or

transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Foresight Group Holdings Limited

(incorporated and registered in Guernsey under number 51521)

NOTICE OF ANNUAL GENERAL MEETING AND

APPROVAL OF WAIVER OF OBLIGATIONS UNDER

RULE 9 OF THE TAKEOVER CODE

Notice of the annual general meeting of Foresight Group Holdings Limited (the Company) to be held at 9.30 a.m. on 2nd August 2024 at Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 2HH is set out in this notice.

Whether or not you propose to attend the annual general meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the annual general meeting (excluding any part of a non-working day) (i.e. by no later than 9.30 a.m. on 31st July 2024).

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Deutsche Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to the Company in connection with the Waiver Resolution and other matters referred to in this document and no one else and will not be responsible to anyone other than the Company (whether or not a recipient of this document) for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to the proposals described in this document or any other matter referred to in this document. Persons other than the Company are recommended to seek their own financial and other professional advice.

Neither Deutsche Numis nor any of its affiliates, directors or employees owes or accepts any duty, responsibility or liability whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) for the contents of this document, any statement contained herein, or for any other statement made or purported to be made in connection with the Company or the Waiver Resolution.

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Registered Office: P.O. Box 650, 1st Floor

Royal Chambers

St Julian's Avenue

St Peter Port

Guernsey

GY1 3JX

Incorporated and registered in Guernsey under registration number 51521

Chairman's Letter

Foresight Group Holdings Limited

Notice of Annual General Meeting and approval of waiver of obligation under Rule 9 of the Takeover Code 27th June 2024

To the holders of ordinary shares

I am pleased to be writing to you with details of our annual general meeting ("AGM") which we are holding at 9.30 a.m. on 2nd August 2024 at Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 2HH. The purpose of the AGM is to seek shareholders' approval for the resolutions set out in the formal notice of the AGM (from page 6 of this document). It is also an opportunity for shareholders to express their views and to ask questions of the Directors of the Company (the "Board"). The Board is committed to open dialogue with its shareholders and the AGM presents an opportunity for shareholders to engage with the Board directly.

We appreciate some shareholders may prefer not to attend, or may be unable to attend, in person, and, accordingly, they are encouraged to submit any questions they may have for the Board in advance, by sending them by post to the Company's registered office (marked for the attention of Jo Nicolle, the Company Secretary) or by email to the following email address ([e-mail]), in each case so they are received by 9.30 a.m. on 31st July 2024. The Board will attempt to reply to any emails or written correspondence received as soon as reasonably practicable. Replies will either be made by return email or published on the Investor Relations section of our website https://foresight.group/shareholders,as deemed appropriate by the Board.

If you plan on attending the AGM, we would ask that you register your intention to do so in advance for logistical and security reasons at [e-mail].

We have today released our annual report and accounts for the year ended 31st March 2024, which is available on our website, at https://foresight.group/shareholders.

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In accordance with the requirements of the Company's articles of incorporation and the UK Corporate Governance Code in respect of the appointments of the Directors to be subject to annual election or re-election, resolutions are proposed to re-appoint each of Bernard Fairman, Gary Fraser, Geoffrey Gavey, Michael Liston, OBE, and Alison Hutchinson, CBE, as Directors.

Resolutions are also proposed to receive the Company's annual report and accounts for the year ended 31st March 2024, to approve each of the Directors' remuneration report, to re-appoint the Company's auditors and to provide certain customary authorities to the Company's Directors. In accordance with best corporate governance, the Chairman will propose that the vote on each of the resolutions be by way of a poll.

The full text of the resolutions proposed at the AGM is set out in the formal notice of the AGM starting on page 6 of this document.

EXPLANATORY NOTES

Explanatory notes on all the business to be considered at this year's AGM, including the proposed waiver of potential obligations under Rule 9 of the Takeover Code, appear on page 13 of this document.

RECOMMENDATION

The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole, save that Bernard Fairman and Gary Fraser make no recommendation with regard to the Waiver Resolution as, in accordance with the Takeover Code, they are considered to be interested in the outcome of that resolution. Your Board (other than Bernard Fairman and Gary Fraser in respect of the Waiver Resolution, for the reasons set out above) unanimously recommends that shareholders vote in favour of the resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares.

The Independent Directors, who have been so advised by Deutsche Numis, consider the waiver of the obligation that may arise for the Concert Party to make an offer under Rule 9 of the Takeover Code in relation to the authority to make market purchases in Resolution 15 up to the limit set out to be in the best interests of the Non-Concert Party Shareholders as a whole as this will enable the Company to maintain the flexibility that the buyback authority provides and continue the buyback programme that was announced on 27th October 2023 under the buyback authority granted at the 2023 AGM, the extension of which was announced earlier today. In providing its advice to the Independent Directors, Deutsche Numis has taken account of the Independent Directors' commercial assessments. If the Company were to repurchase, from persons other than the Concert Party, all the shares for which it is seeking authority pursuant to Resolution 15, the interest of the Concert Party in the Company's shares would (assuming no other issue of shares) increase from 34.2% to 38.0% of the issued share capital of the Company (excluding treasury shares) by virtue of such actions.

Michael Currie ceased to be an employee of Foresight Group on 30th September 2023. The Panel has confirmed that, in view of this, Michael Currie no longer forms part of the Concert Party. Notwithstanding that 378,666 ordinary shares have been purchased by the Company since the 2023 AGM pursuant to the share buyback programme that was announced on 27th October 2023, the aggregate shareholding of the Concert Party has reduced from 35.7% to 34.2% of the issued ordinary shares (excluding treasury shares) since the 2023 AGM and the aggregate interest of the Concert Party in the Company's shares if the Company were to use its authority to buyback shares in full has reduced from 39.6% in 2023 to 38.0% of the issued ordinary shares (excluding treasury shares).

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Accordingly, the Independent Directors unanimously recommend that the Non-Concert Party Shareholders vote in favour of the Waiver Resolution to be proposed at the Annual General Meeting, as the Independent Directors intend to do in respect of their own beneficial holdings of ordinary shares, which amount to approximately 0.03% of the issued ordinary shares (excluding treasury shares).

ACTION TO BE TAKEN

If you would like to vote on the resolutions but cannot attend the AGM in person, please fill in the proxy form sent to you with this notice and return it to Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or (ii) online at www.investorcentre.co.uk/eproxy as soon as possible but, in any event, so as to reach our Registrar by no later than 9.30 a.m. on 31st July 2024. Instructions for CREST members who wish to appoint a proxy or proxies through the CREST electronic appointment service are set out in the notes to the formal notice of the AGM (which begins at page 6 of this document).

Yours faithfully,

Bernard Fairman

Executive Chairman

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Foresight Group Holdings Limited

(the Company)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that this year's annual general meeting (the Meeting) will be held at 9.30 a.m. on 2nd August 2024 at Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 2HH. You will be asked to consider and pass the resolutions below (each a "Resolution" and, together, the "Resolutions"). Resolutions 11 to 14 will be proposed as special resolutions, and Resolutions 1 to 10 and 15 will be proposed as ordinary resolutions. Resolution 16 will be taken on a poll upon which only Non-Concert Party Shareholders will be able to vote.

Annual Report and Accounts

1. To receive the accounts of the Company for the financial year ended 31st March 2024 and the report of the Directors and auditors thereon.

Directors' Remuneration Report

2. That the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 31st March 2024 be approved.

Directors' Remuneration Policy

3. That the Directors' Remuneration Policy, set out in the Directors' Remuneration Report on pages 94 to 102 of the

Annual Report and Accounts for the financial year ended 31st March 2024, be approved.

Final Dividend

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.

Re-election of Directors

1. To re-appoint Bernard Fairman as a Director of the Company.
2. To re-appoint Gary Fraser as a Director of the Company.
3. To re-appoint Geoff Gavey as a Director of the Company.
4. To re-appoint Michael Liston, OBE, as a Director of the Company
5. To re-appoint Alison Hutchinson, CBE, as a Director of the Company

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Auditors

1. 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.
2. That the Directors be authorised to agree the auditors' remuneration.

Authority to Allot and Issue*

12. That the Directors be and are generally and unconditionally authorised to exercise all or any of the powers of the Company to allot and issue shares in the capital of the Company (the "Shares") or to grant rights to subscribe for, or to convert any security into Shares in the Company:

1. up to (or equivalent to), in aggregate, 38,630,848 Shares to such persons at such times as the Directors see fit and as if Article 5.1 of the Company's Articles of Incorporation (the "Articles") did not apply to such issue;
2. up to (or equivalent to), in aggregate, 77,261,696 Shares (including within such limit any Shares granted under paragraph (a) above) in connection with a fully pre-emptive offer to: (i) the holders of Shares in proportion as nearly as practicable to their respective holdings of such shares; and (ii) the holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may otherwise consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, and generally on such terms and conditions as the Directors may determine (subject always to the Articles),

provided that this authority shall, unless previously renewed, varied or revoked by the Company in a general meeting, expire at the conclusion of the next annual general meeting of the Company after the date on which this Resolution is passed or at close of business on 1st November 2025 (if earlier), save that the Directors may, before the expiry of such period, make an offer or agreement which would or might require Shares to be issued, or rights to subscribe for or to convert any security into Shares to be granted, after the expiry of such period and the Directors may issue Shares and grant rights in pursuance of such offer or agreement as if the authority conferred by this Resolution had not expired.

Disapplication of Pre-Emption Rights (General)*

13. That, subject to the passing of Resolution 12, the Directors be and are generally and unconditionally authorised to allot and issue equity securities (as defined in the Articles) for cash and/or to sell Shares held by the Company as treasury shares for cash, as if Article 5.1 of the Articles did not apply to any such issue or sale, provided that this power shall be limited to:

*Denotes a special resolution

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1. the issue of equity securities or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 12, by way of a fully pre-emptive offer only) to:
2. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and, in each case, so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

1. the issue of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above) up to, in aggregate, 11,589,254 Shares; and
2. the issue of equity securities or sale of treasury shares (otherwise than under paragraph (a) or (b) above) up to a nominal amount equal to 20 per cent. of any issue of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section
   2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre- Emption Group prior to the date of this notice,

and such authorities and powers shall, unless previously renewed, varied or revoked by the Company in a general meeting, expire at the conclusion of the next annual general meeting of the Company or at close of business on 1st November 2025 (if earlier), save that the Directors may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired.

Disapplication of Pre-Emption Rights (Acquisitions and Specified Capital Investments)*

14. That, subject to the passing of Resolution 12 and in addition to any authority granted under Resolution 13, the Directors be and are hereby generally and unconditionally authorised to allot and issue equity securities (as defined in the Articles) for cash and/or to sell Shares held by the Company as treasury shares for cash, as if Article 5.1 of the Articles did not apply to any such issue or sale, provided that such power be:

1. limited to the issue of equity securities or sale of treasury shares for cash up to (or equivalent to), in aggregate, 11,589,254 Shares, used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles

*Denotes a special resolution

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on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

1. limited to the issue of equity securities or sale of treasury shares for cash (otherwise than under paragraph (a) above) up to a nominal amount equal to 20 per cent. of any issue of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

and such authority and power shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting of the Company or at close of business on 1st November 2025 (if earlier), save that the Directors may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired.

Purchase of Own Shares*

15. That, subject to the passing of Resolution 16, in accordance with the Companies (Guernsey) Law, 2008 (as amended) (the "Guernsey Act") the Company be, and is generally and unconditionally authorised to make one or more market acquisitions as defined in section 316 of the Guernsey Act of its Shares on such terms and in such manner as the Directors may determine, provided that:

1. the maximum aggregate number of Shares authorised to be acquired does not exceed 11,589,254 Shares;
2. the minimum price (exclusive of expenses) which may be paid for a Share shall be nil;
3. the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than the higher of: (i) 5 per cent above the average of the middle market quotations for a Share as derived from the Daily Official List of London Stock Exchange plc for the five business days immediately before the purchase is made; and (ii) the higher of the price of the last independent trade of a Share, and the highest independent bid as derived from the London Stock Exchange Trading System at the time of the purchase for the Shares;
4. the authority conferred shall expire at the conclusion of the first annual general meeting of the Company or at close of business on 1st November 2025 (if earlier);
5. notwithstanding (d) above, the Company may make a contract to purchase Shares under the authority conferred prior to the expiry of such authority which will or may be completed wholly or partly after the expiration of such authority, and may make a purchase of Shares pursuant to any such contract; and

*Denotes a special resolution

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1. any Shares bought back may be held as treasury shares in accordance with the Guernsey Act or be subsequently cancelled by the Company.

Waiver of Rule 9

16. That the waiver granted by The Panel of the obligation that would arise, pursuant to Rule 9 of the Takeover Code, on any Concert Party (or any of their respective concert parties (as defined in the Takeover Code), both individually and collectively, to make an offer for the entire issued share capital of the Company following any increase in the percentage of shares of the Company carrying voting rights in which the Concert Party (or any of their respective concert parties (as defined the Takeover Code), are interested in as a result of the exercise by the Company of the authority to purchase up to 11,589,254 of its shares granted pursuant to Resolution 15 above be and is hereby approved, provided that such approval shall expire at the conclusion of the next annual general meeting of the Company after the date on which this Resolution is passed or at close of business on 1st November 2025 (if earlier).

27th June 2024

BY ORDER OF THE BOARD

Foresight Group Holdings Limited

*Denotes a special resolution