here - Foresight Group

Company may, before such expiry, make offers or agreements which would or might require Ordinary
Shares to be allotted and purchased and the Directors may allot and purchase Ordinary Shares in
pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution
has expired.
The above resolutions will each be proposed as special resolutions requiring the approval of 75 per cent.
of the votes cast at the Foresight General Meeting.
At the Foresight Ordinary Shareholder Class Meeting
The holders of the Ordinary Shares are asked to approve the passing of the resolutions to be proposed at
the Foresight General Meeting and any effect on, variation, abrogation, dealing with and/or deemed
variation or abrogation of the rights and privileges attached to the Ordinary Shares which will or may,
result from the passing and carrying into effect of the resolutions and notwithstanding that the passing
and carrying into effect of the resolutions may affect the rights and privileges.
At the Foresight Planned Exit Shareholder Class Meeting
The holders of the Planned Exit Shares are asked to approve the passing of the resolutions to be proposed
at the Foresight General Meeting and any effect on, variation, abrogation, dealing with and/or deemed
variation or abrogation of the rights and privileges attached to the Planned Exit Shares which will, or
may, result from the passing and carrying into effect of the resolutions and notwithstanding that the
passing and carrying into effect of the resolutions may affect the rights and privileges.
At the Keydata meetings
At the Keydata First General Meetings, Keydata Shareholders will be asked to approve the Scheme and
to authorise its implementation by the Liquidators.
At the Keydata Second General Meetings, Keydata Shareholders will be asked to resolve that Keydata 1
and Keydata 2 respectively be put into liquidation and to appoint and remunerate the Liquidators for the
purposes of such winding-up. They will also be asked to authorise the Liquidators to exercise certain
powers for which express sanction of Keydata Shareholders is required under the IA 1986, such as paying
classes of creditors in full, and to approve the cancellation of the listing of Keydata 1 Shares and Keydata
2 Shares following successful completion of the Scheme.
The resolutions to be proposed at the Foresight Meetings are not conditional on the passing of resolutions
to be proposed at the Keydata Meetings; however the resolutions 1, 2 and 3 are not capable of taking
effect unless the Scheme is approved by Keydata Shareholders. Resolution 4 (the Enhanced Buyback) is
capable of taking effect even if the Scheme does not proceed and it is the intention of the Board to
proceed to implement this resolution in any event, subject to its approval at the Foresight Meetings.
Action to be taken
Before taking any action, you are recommended to read the further information set out in this document.
Shareholders will find attached at the end of this document the forms of proxy for use at the Foresight
Meetings. Whether or not you propose to attend the Foresight Meetings, you are requested to complete
and return the forms of proxy attached so as to be received not less than 48 hours before the time
appointed for holding of the Foresight Meetings. Completion and return of a form of proxy will not
prevent you from attending and voting in person at the Foresight Meetings should you wish to do so.
Recommendation
The Board believes that the Proposals and resolutions numbered 1, 2, 3 and 4 are in the best interests of
the Shareholders as a whole and unanimously recommends you to vote in favour of the resolutions to be
proposed at the Foresight Meetings as they intend to do in respect of their own holdings of 151,615
Ordinary Shares representing approximately 0.32 per cent. of the issued Ordinary Share capital of the
Company. None of the Directors own or have an interest in the Planned Exit Share capital of the
Company.
Yours sincerely
John Gregory (Chairman)
22
13.3.1(5)