here - Foresight Group

3.3 in addition to existing authorities, the Company be and hereby is empowered to make one or
more market purchases within the meaning of Section 693(4) of the Act of its own Ordinary
Shares (either for cancellation or for the retention as treasury shares for future re-issue or
transfer) provided that:
3.3.1 the aggregate nominal amount of the Ordinary Shares to be purchased shall not exceed
£26,408;
3.3.2 the minimum price (excluding expenses) which may be paid for each Ordinary Share is
one pence;
3.3.3 the maximum price (excluding expenses) which may be paid for each Ordinary Share is
the higher of:
3.3.3.1 105 per cent of the average of the middle market quotation for Ordinary
Shares taken from the London Stock Exchange daily official list for the five
business days immediately preceding the day on which Ordinary Shares are
purchased; and
3.3.3.2 the value of an Ordinary Share calculated on the basis of the higher of the
price quoted for: the last independent trade of, and the highest current
independent bid for, any number of the Company’s Ordinary Shares on the
trading venue where the purchase is carried out.
3.3.4 the authority conferred by this resolution shall expire on the conclusion of the annual
general meeting of the Company to be held in the year 2012 unless such authority is
renewed prior to such time; and
3.3.5 the Company may make a contract to purchase Ordinary Shares under the authority
conferred by this resolution prior to the expiry of such authority which will or may be
executed wholly or partly after the expiration of such authority and may make a
purchase of Ordinary Shares pursuant to such contract.
Enhanced Buyback
4. That
4.1 in addition to existing authorities, the Directors be, and hereby are generally and
unconditionally authorised pursuant to section 551 of the CA 2006 to allot Ordinary Shares
of one pence each in the capital of the Company (‘‘Ordinary Shares’’) up to an aggregate
nominal amount of £300,000; representing 114 per cent of the anticipated issued Ordinary
Share capital of the Company following completion of the Scheme and the Ordinary Share
Reconstruction (or, if Resolutions numbered 1 and 2 above are not passed) an aggregate
nominal amount of £477,415;
4.2 In addition to existing authorities, the Directors be and hereby are given the general power to
allot Ordinary Shares of one pence each in the capital of the Company for cash pursuant to the
authority conferred by paragraph 4.1 as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to: (i) the allotment of Ordinary Shares in
substitution for shares of the same class already admitted to trading on the same regulated
market where the issue of Ordinary Shares does not involve any increase in the issued
Ordinary Share capital of the Company and where the proceeds of the issue may be used in
whole or in part to finance the purchase of Ordinary Shares pursuant to paragraph 4.3 below;
and (ii) the allotment of Ordinary Shares to Ordinary Shareholders in proportion (as nearly as
may be practicable) to their existing holdings in each case at a price per Ordinary Share equal
to the net asset value of an existing Ordinary Share as at close of business two days prior to the
date of allotment divided by 0.98 (rounded up to the nearest 0.01p per Ordinary Share); and
4.3 In addition to existing authorities, the Company be generally and unconditionally authorised
pursuant to section 701 of the Act to make market purchases (within the meaning of section
693(4) of the Act) of Ordinary Shares by means of a tender offer to all holders of Ordinary
Shares to purchase up to 30,000,000 Ordinary Shares (representing approximately 114 per
cent. of the anticipated number of Ordinary Shares which will be in issue following the
completion of the Scheme and the Ordinary Share Reconstruction) (or, if Resolutions
numbered 1 and 2 above are not passed) a tender offer to all holders of Ordinary Shares to
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13.7.1(1)(b)(e)(f)