FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about the action to be taken, you should immediately consult your bank manager,
stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the
Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in either Foresight VCT plc (‘‘Foresight 1’’) or Foresight 2
VCT plc (‘‘Foresight 2’’) (Foresight 1 and Foresight 2 together ‘‘the Companies’’), please send this document and
accompanying documents, as soon as possible, to the purchaser or transferee or to the stockbroker, independent
financial adviser or other person through whom the sale or transfer was effected for delivery to the purchaser or
transferee.
Foresight 1 and the directors of Foresight 1 accept responsibility for the information contained in this document
(other than the information that solely relates to Foresight 2). To the best of the knowledge and belief of Foresight 1
and the directors of Foresight 1 (who have taken all reasonable care to ensure that such is the case) the information
contained in this document (other than the information that solely relates to Foresight 2) is in accordance with the
facts and does not omit anything likely to affect the import of such information.
Foresight 2 and the directors of Foresight 2 accept responsibility for the information contained in this document
(other than the information that solely relates to Foresight 1). To the best of the knowledge and belief of Foresight 2
and the directors of Foresight 2 (who have taken all reasonable care to ensure that such is the case) the information
contained in this document (other than the information that solely relates to Foresight 1) is in accordance with the
facts and does not omit anything likely to affect the import of such information.
Martineau, which is regulated in the United Kingdom by the Solicitors Regulation Authority, is acting as legal adviser
to the Companies and no-one else and will not be responsible to any other person for providing advice in connection
with any matters referred to herein.
BDO LLP (‘‘BDO’’), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is
acting for the Companies and no one else in relation to the advice described in this document and will not be
responsible to any other person for providing the protections afforded to customers of BDO or for providing advice in
relation to any matters referred to in this document. BDO has given and not withdrawn its written consent to the issue
of this document and the inclusion of its name and the references to it in the form and context in which they appear.
FORESIGHT VCT PLC FORESIGHT 2 VCT PLC
(Registered in England and Wales
with registered number 03421340)
(Registered in England and Wales
with registered number 05200494)
Recommended Proposals to:
. create and authorise the issue of Infrastructure Shares
. cancel Infrastructure Share premium
. approve related party transactions
. approve enhanced buyback schemes
You will find set out at the end of this document notices of the Foresight 1 General Meeting to be held at 9.00 a.m.,
the Foresight 1 Class Meetings to be held at 9.30 a.m. and 9.35 a.m., the Foresight 2 General Meeting to be held at
10.00 a.m. and the Foresight 2 Class Meetings to be held at 10.30 a.m., 10.35 a.m. and 10.40 a.m., all on
30 September 2011 at the offices of Martineau, 35 New Bridge Street, London EC4V 6BW, to approve resolutions to
effect the proposals contained herein.
To be valid, the relevant forms of proxy attached to this document should be returned not less than 48 hours before
the relevant meeting, either by post or by hand (during normal business hours only) to the Companies’ registrar,
Computershare Investor Services PLC. For further information on the meetings or the completion and return of a
form of proxy, please telephone Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. (GMT)
Monday to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside
the UK, on +44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are charged
at national rates. Further details will be available from your service provider. Calls to Computershare Investor
Services PLC from outside the UK will be charged at applicable international rates. Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
For legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the proposals
or provide financial, legal, tax or investment advice.

CONTENTS
Page
EXPECTED TIMETABLES 3
DEFINITIONS 4
PART I LETTER FROM THE CHAIRMEN 7
PART II INFRASTRUCTURE SHARES 11
PART III AMENDMENTS TO THE ARTICLES 13
PART IV EXPLANATION OF THE RESOLUTIONS 16
PART V FORESIGHT 1 ADDITIONAL INFORMATION 19
PART VI FORESIGHT 2 ADDITIONAL INFORMATION 23
CORPORATE INFORMATION 27
FORESIGHT 1 MEETINGS 28
NOTICE OF THE FORESIGHT 1 GENERAL MEETING 28
NOTICE OF THE FORESIGHT 1 ORDINARY SHARES CLASS MEETING 32
NOTICE OF THE FORESIGHT 1 PLANNED EXIT SHARES CLASS MEETING 35
FORESIGHT 2 MEETINGS 38
NOTICE OF THE FORESIGHT 2 GENERAL MEETING 38
NOTICE OF THE FORESIGHT 2 ORDINARY SHARES CLASS MEETING 42
NOTICE OF THE FORESIGHT 2 C SHARES CLASS MEETING 45
NOTICE OF THE FORESIGHT 2 PLANNED EXIT SHARES CLASS MEETING 48
FORMS OF PROXY 51
2

EXPECTED TIMETABLES
FORESIGHT 1 MEETINGS
Latest time for receipt of forms of proxy for the Foresight 1 General
Meeting
Latest time for receipt of forms of proxy for the Foresight 1 Ordinary
Shares Class Meeting
Latest time for receipt of forms of proxy for the Foresight 1 Planned
Exit Shares Class Meeting
9.00 a.m on 28 September 2011
9.30 a.m on 28 September 2011
9.35 a.m on 28 September 2011
Foresight 1 General Meeting 9.00 a.m on 30 September 2011
Foresight 1 Ordinary Shares Class Meeting 9.30 a.m on 30 September 2011
Foresight 1 Planned Exit Shares Class Meeting 9.35 a.m on 30 September 2011
FORESIGHT 2 MEETINGS
Latest time for receipt of forms of proxy for the Foresight 2 General
Meeting
Latest time for receipt of forms of proxy for the Foresight 2 Ordinary
Shares Class Meeting
Latest time for receipt of forms of proxy for the Foresight 2
C Shares Class Meeting
Latest time for receipt of forms of proxy for the Foresight 2 Planned
Exit Shares Class Meeting
10.00 a.m on 28 September 2011
10.30 a.m on 28 September 2011
10.35 a.m on 28 September 2011
10.40 a.m on 28 September 2011
Foresight 2 General Meeting 10.00 a.m on 30 September 2011
Foresight 2 Ordinary Shares Class Meeting 10.30 a.m on 30 September 2011
Foresight 2 C Shares Class Meeting 10.35 a.m on 30 September 2011
Foresight 2 Planned Exit Shares Class Meeting 10.40 a.m on 30 September 2011
INFRASTRUCTURE SHARES OFFER
Offer opens October 2011
Allotment of Infrastructure Shares monthly
Admission of and dealings in Infrastructure Shares 3 business days following allotment
Certificates for Infrastructure Shares dispatched 10 business days following allotment
Offer closes 30 June 2012
3

DEFINITIONS
‘‘Articles’’ the articles of association of the Companies, as amended from time
to time, as the context permits
‘‘BDO’’ BDO LLP, which is authorised and regulated by the Financial
Services Authority, is a UKLA registered sponsor
‘‘Boards’’ the board of directors of the Companies (and each a ‘‘Board’’ as the
context permits)
‘‘CA 1985’’ the Companies Act 1985, as amended
‘‘CA 2006’’ the Companies Act 2006, as amended
‘‘Companies’’ Foresight VCT plc and Foresight 2 VCT plc (and each a ‘‘Company’’
as the context permits)
‘‘Directors’’ the directors of a Company or the Companies, as the context permits
(and each a ‘‘Director’’)
‘‘Distributions’’ amounts paid by way of dividends, tender offers, share buy-backs
relating to an exit opportunity, proceeds on a sale or liquidation of the
relevant Company and any other proceeds or value received, or
deemed to be received, by Shareholders in the relevant Company in
respect of Infrastructure Shares, excluding any income tax relief on
subscription
‘‘Foresight 1’’ Foresight VCT plc
‘‘Foresight 1 Class Meetings’’ the Foresight 1 Ordinary Shares Class Meeting and the Foresight 1
Planned Exit Share Class Meeting
‘‘Foresight 1 General
Meeting’’
‘‘Foresight 1 Related Party
Transactions’’
the general meeting of the holders of Foresight 1 Shares to be held
on 30 September 2011
the investment management, the performance incentive and the
promotion fee arrangements proposed to be entered into between
Foresight 1 and Foresight Group in respect of the Infrastructure
Shares and the Offer, which constitute related party transactions
under the Listing Rules, as described on page 12 of this document
‘‘Foresight 1 Meetings’’ the Foresight 1 General Meeting and Foresight 1 Class Meetings
‘‘Foresight 1 Ordinary
Shares’’
‘‘Foresight 1 Ordinary Shares
Class Meeting’’
‘‘Foresight 1 Planned Exit
Shares’’
‘‘Foresight 1 Planned Exit
Shares Class Meeting’’
the ordinary shares of 1p each in the capital of Foresight 1 (and each
a ‘‘Foresight 1 Ordinary Share’’)
the separate meeting of the holders of Foresight 1 Ordinary Shares
to be held on 30 September 2011
the planned exit ordinary shares of 1p each in the capital of
Foresight 1 (and each a ‘‘Foresight 1 Planned Exit Share’’)
the separate meeting of the holders of Foresight 1 Planned Exit
Shares to be held on 30 September 2011
‘‘Foresight 1 Shares’’ Foresight 1 Ordinary Shares and/or Foresight 1 Planned Exit Shares
and/or Foresight 1 Infrastructure Shares, as the context permits (and
each a ‘‘Foresight 1 Share’’)
‘‘Foresight 1 Proposals’’ the proposals to (i) create and issue Infrastructure Shares (and
related matters) and (ii) approve the enhanced buyback scheme as
set out in this document, together with the Resolutions to be
proposed at the Foresight 1 Meetings
4

‘‘Foresight 2’’ Foresight 2 VCT plc
‘‘Foresight 2 C Shares’’ the C ordinary shares of 1p each in the capital of Foresight 2 (and
each a ‘‘Foresight 2 C Share’’)
‘‘Foresight 2 C Shares Class
Meeting’’
the separate meeting of the holders of Foresight 2 C Shares to be
held on 30 September 2011
‘‘Foresight 2 Class Meetings’’ the Foresight 2 Ordinary Shares Class Meeting, the Foresight 2 C
Shares Class Meeting and the Foresight 2 Planned Exit Share Class
Meeting
‘‘Foresight 2 General
Meeting’’
‘‘Foresight 2 Related Party
Transactions’’
the general meeting of the holders of the Foresight 2 Shares to be
held on 30 September 2011
the investment management, the performance incentive and the
promotion fee arrangements proposed to be entered into between
Foresight 2 and Foresight Group in respect of the Infrastructure
Shares and the Offer, which constitute related party transactions
under the Listing Rules, as described on page 12 of this document
‘‘Foresight 2 Meetings’’ the Foresight 2 General Meeting and Foresight 2 Class Meetings
‘‘Foresight 2 Ordinary
Shares’’
‘‘Foresight 2 Ordinary Shares
Class Meeting’’
‘‘Foresight 2 Planned Exit
Shares’’
‘‘Foresight 2 Planned Exit
Shares Class Meeting’’
the ordinary shares of 1p each in the capital of Foresight 2 (and each
a ‘‘Foresight 2 Ordinary Share’’)
the separate meeting of the holders of Foresight 2 Ordinary Shares
to be held on 30 September 2011
the planned exit ordinary shares of 1p each in the capital of
Foresight 2 (and each a ‘‘Foresight 2 Planned Exit Share’’)
the separate meeting of the holders of Foresight 2 Planned Exit
Shares to be held on 30 September 2011
‘‘Foresight 2 Proposals’’ the proposals to (i) create and issue Infrastructure Shares (and
related matters) and (ii) approve the enhanced buyback schemes as
set out in this document, together with the Resolutions to be
proposed at the Foresight 2 Meetings
‘‘Foresight 2 Shares’’ Foresight 2 Ordinary Shares and/or Foresight 2 C Shares and/or
Foresight 2 Planned Exit Shares and/or Foresight 2 Infrastructure
Shares, as the context permits (and each a ‘‘Foresight 2 Share’’)
‘‘Foresight Group’’ Foresight Group LLP, the investment manager to the Company
‘‘FSA’’ the Financial Services Authority
‘‘FSMA’’ the Financial Services and Markets Act 2000, as amended
‘‘HMRC’’ HM Revenue & Customs
‘‘Infrastructure Shares’’ the infrastructure ordinary shares of 1p each in the capital of
Foresight 1 and/or Foresight 2, as the context permits (and each an
‘‘Infrastructure Share’’)
‘‘Infrastructure Shares fund’’ the fund (comprising assets and liabilities) within the relevant
Company attributable to the Infrastructure Shares
‘‘ITA 2007’’ the Income Tax Act 2007, as amended from time to time
‘‘Listing Rules’’ the Listing Rules of the UKLA
‘‘London Stock Exchange’’ London Stock Exchange plc
‘‘NAV’’ or ‘‘net asset value’’ net asset value
5

‘‘Offer’’ the joint offer for subscription of Infrastructure Shares proposed to
be launched by Foresight 1 and Foresight 2 to raise up to £30 million
‘‘Official List’’ the Official List of the UKLA
‘‘Ordinary Shares’’ Foresight 1 Ordinary Shares and/or Foresight 2 Ordinary Shares, as
the context permits (and each an ‘‘Ordinary Share’’)
‘‘Proposals’’ the Foresight 1 Proposals and the Foresight 2 Proposals
‘‘Resolutions’’ the resolutions to be proposed at the Foresight 1 Meetings and the
Foresight 2 Meetings (and each a ‘‘Resolution’’)
‘‘Shareholders’’ holders of Shares, as the context permits (and each a
‘‘Shareholder’’)
‘‘Shares’’ Foresight 1 Ordinary Shares and/or Foresight 1 Planned Exit Shares
and/or Foresight 2 Ordinary Shares and/or Foresight 2 C Shares
and/or Foresight 2 Planned Exit Shares, as the context permits (and
each a ‘‘Share’’)
‘‘Takeover Code’’ the City Code on Takeovers and Mergers
‘‘UKLA’’ the United Kingdom Listing Authority, being the Financial Services
Authority acting in its capacity as the competent authority for the
purposes of Part VI of the Financial Services and Markets Act 2000
‘‘VCT’’ or ‘‘venture capital
trust’’
a company satisfying the requirements of Chapter 3 of Part 6 of ITA
2007 for venture capital trusts
6

PART I
LETTER FROM THE CHAIRMEN
FORESIGHT VCT PLC FORESIGHT 2 VCT PLC
(Registered in England and Wales
with registered number 03421340)
(Registered in England and Wales
with registered number 05200494)
Directors Foresight 1: Registered Office:
John Gregory (Chairman) ECA Court
Peter Dicks 24-26 South Park
Gordon Humphries Sevenoaks
Kent
Directors of Foresight 2: TN13 1DU
Jocelin Harris (Chairman)
Peter Dicks
David Quysner
6 September 2011
Dear Shareholder
Recommended Proposals to create and authorise the issue of Infrastructure Shares, cancel
Infrastructure Share premium, approve related party transactions and approve enhanced
buyback schemes
Infrastructure Shares
The Boards of Foresight 1 and Foresight 2 propose to offer for subscription to existing Shareholders and
new investors a new class of Infrastructure Shares which would be managed as a separate pool of
assets within each Company. The proposed Offer will be a joint share issue by the Companies to raise,
in aggregate, up to £30 million to be invested in accordance with the investment policies of each
Company.
The investment strategy and management arrangements for the Infrastructure Shares fund will be the
same for each Company. Although it is intended that the funds raised will be co-invested, each
Company’s Infrastructure Shares fund will be managed separately. Investment in infrastructure (which
includes economic infrastructure, such as roads, water, energy distribution and social infrastructure) has
become accepted by many pension funds and other institutional investors as a recognised part of their
portfolio. Infrastructure may be thought of as a sector which, to an extent, is protected from competition,
either due to natural monopolies, long-term contracts, regulation or concessions granted by public
authorities. It is an investment class which can offer diversification away from the traditional mix of
equities, bonds and real estate, and is sometimes seen as a protection against volatility and inflation.
The Boards aim to make this investment sector accessible to private investors through the Offer, taking
advantage of Foresight Group’s capacity to find, invest in and manage infrastructure opportunities. The
Boards expect that many investors will want to realise their investment at the end of the five year
minimum holding period. Each Company intends, therefore, to provide an individual roll-over option
pursuant to which investors in the Infrastructure Shares fund may advise whether they wish to stay
invested or to exit at the end of the five year minimum holding period. Foresight Group intends to select
investments that are expected to be readily saleable between the fifth and sixth anniversaries of the
close of the Offer.
Raising further funds by way of a new share class will allow the normal running costs of each Company
(a number of which are fixed) to be spread across a larger asset base, thereby benefiting existing
Shareholders who will then be responsible for a smaller proportion of the fixed costs of the Company. It
is estimated that, assuming full subscription under the Offer, the cost saving to the Foresight 2 Ordinary
Shares and Foresight 2 C Shares will be in excess, in aggregate, of £100,000 per annum and that a
similar saving will be available to the Foresight 1 Ordinary Shares. In acknowledgement of this (and
subject to the issue of Infrastructure Shares by Foresight 2), Foresight Group has agreed that the annual
cap on normal running costs in respect of Foresight 2 will be reduced from an amount equivalent to 3.6%
of the net assets of Foresight 2 to 3.0% for the duration of the existence of the Foresight 2 Infrastructure
Shares and, thereafter, 3.3%. Foresight 1 is not subject to an annual expenses cap. Although each
7

Company’s existing share classes will benefit from fixed costs being spread across a larger asset base,
they will continue, however, to be subject to the overall financial position and performance of that
Company as a number of accounting, company law and VCT tests are applied at Company level. In
addition, if, on liquidation, in the unlikely event there was a deficit in relation to one share class, such
deficit would be borne by the other share classes.
Existing Shareholders will be given the opportunity to receive additional Infrastructure Shares under the
Offer (which will be in both Companies) through the reinvestment of initial commission payable to
financial intermediaries (should their financial intermediary so direct) and a further loyalty commission,
which, in aggregate will be equivalent to 5.5% of the amount invested. Existing shareholders who
subscribe for Infrastructure Shares directly under the Offer will also receive an equivalent incentive.
In order to launch the Offer, approval from Shareholders is required to amend the Articles of each
Company to provide for the new class of Infrastructure Shares, to authorise the Board to issue such
shares (having dis-applied pre-emption rights and enter into promotion, management and performance
incentive arrangements for the Infrastructure Shares fund which are regarded as related party
transactions with Foresight Group. In addition, each Board is seeking Shareholder approval to make
market purchases of Infrastructure Shares from time to time, as well as cancel the share premium which
will be created on the issue of the Infrastructure Shares to create reserves to be used for general
corporate purposes. Such authorities are being sought pursuant to Resolution 1 to be proposed at each
of the Foresight 1 Meetings and the Foresight 2 Meetings. The approval of Shareholders is required
pursuant to CA 2006 and the Articles (other than the approval of the related party transactions which is
required pursuant to the Listing Rules). Shareholder approval under the Listing Rules is also required to
purchase shares at a price higher than 105% of the average of the mid-market quotations of the
Infrastructure Shares for the five business days preceding the purchase.
If the Resolutions are not approved, the Companies will continue in their current forms and the proposed
Offer will not be launched (save that if the Resolutions are passed by one Company and not the other,
the former may decide to proceed with an offer independently).
Details relating to the Infrastructure Shares and related proposals (in particular the Foresight 1 Related
Party Transactions and the Foresight 2 Related Party Transactions) are set out in Part II of this
document. The Offer will, subject to Resolution 1 being passed at each of the Foresight 1 Meetings and
the Foresight 2 Meetings, be contained in a prospectus to be issued jointly by the Companies.
Enhanced Buyback Schemes
Following the positive response from Shareholders of Foresight 1 of an enhanced buyback scheme in
respect of its ordinary shares earlier in the year, each Board intends to provide a new opportunity for its
Shareholders to tender Ordinary Shares in its Company and, in respect of Foresight 2, Foresight 2 C
Shares. The shares of the relevant class of the relevant Company will be repurchased at a price
equivalent to the latest published NAV per relevant share class (less transaction costs) and the proceeds
reinvested in new shares of the relevant share class at a price equivalent to the latest published NAV per
relevant share class.
Each Board will only proceed in offering an enhanced buyback scheme over, in aggregate per Company,
up to 10% of the issued Ordinary Share capital in its Company and/or, in the case of Foresight 2, up to
10% of the issued Foresight 2 C Share capital, if, and to the extent permitted by statutory and other
regulatory provisions and if it considers this to be in the best interests of the relevant Company.
Enhanced buybacks are an efficient mechanism for significantly reducing the cost at which a market sale
of VCT shares can normally be achieved for reinvestment on attractive terms as VCT shares are
generally bought back in the market at a discount to the prevailing net asset value and the typical ‘all in’
prices of fresh issues of VCT shares are usually at a premium of 5.5% of NAV. An enhanced buyback,
therefore, rewards shareholder loyalty with further up front VCT tax relief (depending on the qualifying
status of the shareholder) for reinvesting in the relevant Company and not in another VCT.
The purchase and allotment of shares of the relevant class in the relevant Company at a price equivalent
to their respective most recently published net asset value (less transaction costs) pursuant to an
enhanced buyback scheme will require the approval by the Shareholders of the relevant Company.
Resolution 2 to be proposed at the Foresight 1 Meetings and Resolutions 2 and 3 to be proposed at the
Foresight 2 Meetings seek such approvals. The approval of Shareholders is required pursuant to CA
2006 and the Articles. Shareholder approval under the Listing Rules is also required to purchase shares
of the relevant class of the relevant company at a price higher than 105% of the average of the
8

mid-market quotations of the shares of the relevant share class for the five business days preceding the
purchase.
If the Resolutions to implement the enhanced buyback scheme are not approved by a Company, that
Company will not be able to offer its Shareholders the benefits of an enhanced buyback scheme.
If either Board proceeds with an enhanced buyback scheme, it would not be linked to, and would be
implemented separately from, the Offer.
Foresight 1 Meetings and Foresight 2 Meetings
Notices of the following Foresight 1 Meetings, to be held on 30 September 2011 at the offices of
Martineau, 35 New Bridge Street, London EC4V 6BW, are set out on pages 28 to 37 of this document:
. Foresight 1 General Meeting – 9.00 a.m.
. Foresight 1 Ordinary Shares Class Meeting – 9.30 a.m.
. Foresight 1 Planned Exit Shares Class Meeting – 9.35 a.m.
Notices of the following Foresight 2 Meetings, to be held on 30 September 2011 at the offices of
Martineau, 35 New Bridge Street, London EC4V 6BW, are set out on pages 38 to 50 of this document:
. Foresight 2 General Meeting – 10.00 a.m.
. Foresight 2 Ordinary Shares Class Meeting – 10.30 a.m.
. Foresight 2 C Shares Class Meeting – 10.35 a.m.
. Foresight 2 Planned Exit Shares Class Meeting – 10.40 a.m.
An explanation of the Resolutions to be proposed at the Foresight 1 Meetings and the Foresight 2
Meetings is set out in Part IV of this document.
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 proxies for use at the Foresight 1
Meetings and Foresight 2 Meetings. Whether or not you propose to attend the meetings, you are
requested to complete and return your relevant forms of proxies so as to be received not less than 48
hours before the time appointed for holding the relevant meeting. Completion and return of a form of
proxy will not prevent you from attending and voting in person at the respective meeting(s) to which you
are entitled to attend, should you wish to do so.
Recommendations
The Foresight 1 Board, which has been so advised by BDO, considers the Foresight 1 Related Party
Transactions with Foresight Group to be fair and reasonable so far as the Foresight 1 Shareholders are
concerned. In providing its advice, BDO has taken into account the Foresight 1 Board’s commercial
assessment of the Foresight 1 Related Party Transactions.
The Foresight 2 Board, which has been so advised by BDO, considers the Foresight 2 Related Party
Transactions with Foresight Group to be fair and reasonable so far as the Foresight 2 Shareholders are
concerned. In providing its advice, BDO has taken into account the Foresight 2 Board’s commercial
assessment of the Foresight 2 Related Party Transactions.
Foresight Group is regarded as a related party under the Listing Rules and, therefore, cannot vote (and,
as it does not hold any Shares in either Company, will not be entitled to vote) on Resolution 1 to be
proposed at each of the Foresight 1 Meetings and the Foresight 2 Meetings. Foresight Group will take all
reasonable steps to ensure that its associates (including any partners, members and employees) will
also not vote on these resolutions.
The Foresight 1 Board believes that the Foresight 1 Proposals and the Resolutions to be proposed at the
Foresight 1 Meetings are in the best interests of Foresight 1 Shareholders as a whole and unanimously
recommends Foresight 1 Shareholders to vote in favour of such Resolutions as they intend to do in
respect of their own holdings of 53,687 Foresight 1 Shares, representing approximately 0.15% of the
entire issued Foresight 1 Share capital (these being all Foresight 1 Ordinary Shares, representing
9

approximately 0.19% of the issued Foresight 1 Ordinary Share capital). The Foresight 1 Board does not
hold any Foresight 1 Planned Exit Shares.
The Foresight 2 Board believes that the Foresight 2 Proposals and the Resolutions to be proposed at the
Foresight 2 Meetings are in the best interests of Foresight 2 Shareholders as a whole and unanimously
recommends Foresight 2 Shareholders to vote in favour of such Resolutions as they intend to do in
respect of their own holdings of 132,641 Foresight 2 Shares representing approximately 0.26% of the
entire issued Foresight 2 Share capital (these being 81,391 Foresight 2 Ordinary Shares, representing
approximately 0.39% of the issued Foresight 2 Ordinary Share capital and, 51,250 Foresight 2 C
Shares, representing approximately 0.19% of the issued Foresight 2 C Share capital). The Foresight 2
Board does not hold any Foresight 2 Planned Exit Shares.
Yours faithfully
John Gregory
Chairman
Foresight VCT plc
Jocelin Harris
Chairman
Foresight 2 VCT plc
10

PART II
INFRASTRUCTURE SHARES
Creation of the Infrastructure Shares Fund
The Articles of each Company will be amended to provide for the rights attaching to the new class of
Infrastructure Shares.
The Infrastructure Shares will rank pari passu with the existing issued Shares in the relevant Company,
save that each class of share will be entitled to the assets, distributions and returns on liquidation arising
in respect of their relevant share class.
The segregation of each Company’s assets into separate share classes will mean that the holders of the
relevant share class will be exclusively entitled to the net returns flowing from the investments and
assets attributable to their class of shares. Each share class will bear its pro rata portion (based on net
assets) of the running costs of the relevant Company, unless expenses can be attributed to a relevant
share class. All Shareholders will share the benefit of spreading each Company’s administration costs
over a wider asset base. The Infrastructure Shares fund will, however, be subject to the overall financial
position and performance of the Company as a number of accounting, company law and HMRC
provisions are applied at Company level.
Although each Company’s existing share classes will benefit from fixed costs being spread across a
larger asset base, they will continue, however, to be subject to the overall financial position and
performance of that Company as a number of accounting, company law and VCT tests are applied at
Company level. In addition, if, on liquidation, in the unlikely event there was a deficit in relation to one
share class, such deficit would be borne by the other share classes.
Further details of the rights attaching to the Infrastructure Shares, as will be provided for by the
amendments to the Articles of each Company, are set out in Part III of this document.
The investment policies of the Companies were amended in 2010 prior to the launch of the Planned Exit
Shares. As a result of this amendment, the investment policies of the Companies cover multiple share
classes and do not need to be amended as a result of the Infrastructure Shares.
The Offer
The Boards intend to launch a joint offer for subscription to raise up to £30 million through the issue of
Infrastructure Shares in October 2011. It is intended that the Offer will remain open (unless fully
subscribed earlier) until the end of June 2012.
The Infrastructure Shares will be issued at £1 per share. The Offer will be available both to existing
Shareholders in the Companies and to new investors. Applications will be split equally between the
companies and fractions of Infrastructure Shares will not be allotted. Although the Infrastructure Shares
are intended to be issued in certificated form, the Companies will apply for the Infrastructure Shares to
be admitted to CREST so that Shareholders can transfer their holding into uncertificated form following
allotment should they so wish.
Application will be made for the Infrastructure Shares to be admitted to the Official List and to trading on
the premium segment of the London Stock Exchange’s market for listed securities.
General Infrastructure Share Issue and Buy-back Authorities
Each of the Boards also propose to take authority to issue (having dis-applied pre-emption rights) (i) up
to an aggregate nominal value of 10% of the issued Infrastructure Share capital of their respective
Company in connection with performance incentive arrangements with Foresight Group and (ii) up to an
aggregate nominal value of 10% of the issued Infrastructure Share capital of their respective Company.
This latter authority may be used following the close of the Offer if the relevant Board believes there is
further interest in investing in the Infrastructure Shares fund.
In addition, it is proposed that each Company be authorised to purchase up to 2,248,500 Infrastructure
Shares (representing approximately 14.99% of the expected number of issued Infrastructure Shares of
each Company, assuming full subscription, following the Offer). This authority will provide flexibility for
each Company should Infrastructure Shares become available in the market for purchase, though it is
not expected that such authority will be materially called upon during the five-year holding period
required for upfront VCT tax reliefs to be maintained.
11

Cancellation of Share Premium
Cancelling share premium allows a Company to create a special reserve that can assist in writing off
losses, which will enhance the ability to make distributions. It also facilitates a Company’s ability, where
required, to implement buy backs. The issue of Infrastructure Shares would result in the creation of
share premium for both Companies.
The Boards are therefore seeking the approval of Shareholders to cancel the amount standing to the
credit of the share premium account attributable to the Infrastructure Shares, subject to the sanction of
the Court.
Related Party Transactions
Foresight Group will be appointed as the promoter to the Offer and as investment manager to the
Infrastructure Shares fund.
With regard to its appointment as the promoter to the Offer, Foresight Group will be paid a commission of
5.5% of the gross proceeds raised from which all costs and expenses of the Offer will be paid including
initial intermediary commission but excluding trail commission. Any costs above this will be met by
Foresight Group.
Foresight Group’s appointment as investment manager in respect of the Infrastructure Shares fund will
be on the following terms for each Company:
. An annual management fee of an amount equivalent to 1.75% of the net assets of the
Infrastructure Shares fund (calculated and payable quarterly in advance, together with any
applicable VAT). This will be effected by way of a supplemental investment management
agreement amending the terms of the existing investment management agreement.
. Performance incentive fees of an amount equal in value to 15% of Distributions made to the
holders of Infrastructure Shares in excess of 100p per Infrastructure Share (issued under the
Offer and remaining in issue at the date of calculation). No payment of the performance
incentive fee will be made to Foresight Group until Distributions exceed 100p per
Infrastructure Share (issued under the Offer and remaining in issue at the date of
calculation). The performance incentive fee may, at the discretion of the Board, be
satisfied wholly or partly in cash or by the issue of new Infrastructure Shares (subject to the
issue of shares not being in breach of the Listing Rules, cause the relevant Company to lose
VCT status or result in Foresight Group, together with concert parties, having to make an
offer under the Takeover Code). In respect of an issue of new Infrastructure Shares,
Foresight Group will be entitled to subscribe at par for a number of Infrastructure Shares
which, on issue, will have an aggregate net asset value (using the most recently published net
asset value per Infrastructure Share in the relevant Company) equal to the amount payable in
respect of the performance incentive fee.
Foresight Group is regarded as a ‘related party’ of each Company under the Listing Rules, being an
investment manager of a closed-ended investment fund.
The above promotion, annual management fee and performance incentive fee arrangements in respect
of the Offer and the Infrastructure Shares fund are, therefore, related party transactions for each
Company and require the approval of Shareholders of the relevant Company pursuant to the Listing
Rules. Shareholder approvals of these arrangements with Foresight Group are required in respect of
each Company (Foresight 1 Related Party Transactions and Foresight 2 Related Party Transactions
respectively).
Foresight 1 Meetings and Foresight 2 Meetings
The approval of each Company’s Shareholders is required to implement the above proposals and is
being sought pursuant to Resolution 1 to be proposed at each of the Foresight 1 Meetings and at each of
the Foresight 2 Meetings. An explanation of the Resolutions is set out in full in Part IV of this document. If
the Resolutions are not passed by both Companies, then the Offer will not proceed and each Company
will continue in the existing form. If the Resolutions are not passed by one Company, then the other
Company will consider making an offer for subscription of Infrastructure Shares independently. In
respect of both Companies, the Infrastructure Share proposals are not conditional on the enhanced
buyback scheme proposals having been approved by the relevant Company’s Shareholders.
12

PART III
AMENDMENTS TO THE ARTICLES
In order to provide for the rights attaching to the Infrastructure Shares, it is proposed that the Articles of
each Company, unless already provided for, be amended as set out below.
(a) Definitions
Definitions for both Companies
‘‘Infrastructure Share Surplus’’ means the assets of the Company attributable to the Infrastructure
Shares (including, for the avoidance of doubt, any income and/or revenue arising from or relating to
such assets) less such proportion of the Company’s liabilities, including the costs and expenses of
liquidation or return of capital (as the case may be), as the Directors or the liquidator (as the case
may be) shall reasonably allocate to the assets of the Company attributable to the Infrastructure
Shares.
‘‘Infrastructure Shareholders’’ means the holders of Infrastructure Shares from time to time.
‘‘Infrastructure Shares’’ means infrastructure shares of 1p each in the capital of the Company.
‘‘Ordinary Share Surplus’’ means the assets of the Company attributable to the Ordinary Shares
(including, for the avoidance of doubt, any income and/or revenue arising from or relating to such
assets) less such proportion of the Company’s liabilities, including the costs and expenses of
liquidation or return of capital (as the case may be), as the Directors or the liquidator (as the case
may be) shall reasonably allocate to the assets of the Company attributable to the Ordinary
Shares.
‘‘Ordinary Shareholders’’ means the holders of Ordinary Shares from time to time.
‘‘Ordinary Shares’’ means ordinary shares of 1p each in the capital of the Company.
‘‘Statutes’’ means CA 2006, as amended and supplemented, and every other statute for the time
being in force concerning companies affecting the Company.
‘‘Planned Exit Share Surplus’’ means the assets of the Company attributable to the Planned Exit
Shares (including, for the avoidance of doubt, any income and/or revenue arising from or relating to
such assets) less such proportion of the Company’s liabilities, including the costs and expenses of
liquidation or return of capital (as the case may be), as the Directors or the liquidator (as the case
may be) shall reasonably allocate to the assets of the Company attributable to the Planned Exit
Shares.
‘‘Planned Exit Shareholders’’ means the holders of Planned Exit Shares from time to time.
‘‘Planned Exit Shares’’ means planned exit shares of 1p each in the capital of the Company.
Additional Definitions for Foresight 2
‘‘C Share Surplus’’ means the assets of the Company attributable to the C Shares (including, for
the avoidance of doubt, any income and/or revenue arising from or relating to such assets) less
such proportion of the Company’s liabilities, including the costs and expenses of liquidation or
return of capital (as the case may be), as the Directors or the liquidator (as the case may be) shall
reasonably allocate to the assets of the Company attributable to the C Shares.
‘‘C Shareholders’’ means the holders of C Shares from time to time.
‘‘C Shares’’ means C ordinary shares of 1p each in the capital of the Company.
(b) Undertakings
Without prejudice to its obligations under the Statutes, the Company shall (i) procure that the
Company’s records and bank accounts shall be operated so that the assets attributable to the
Shareholders of each class of share in the Company can, at all times, be separately identified and,
in particular but without prejudice to the generality of the foregoing, the Company shall procure that
separate income and expenditure accounts (or, if applicable, profit and loss accounts) balance
sheets and cash flow accounts and such other separate accounts as may, in the opinion of the
Board, be desirable to ensure compliance by the Company with the provisions of section 259 of ITA
13

2007 as amended, shall be created and maintained in the books of the Company for the assets
attributable to the Shareholders of a particular class of shares in the Company, (ii) allocate to the
assets attributable to the Shareholders of a particular class of shares in the Company such
proportion of the expenses and liabilities of the Company incurred or accrued as the Directors fairly
consider to be allocable to the relevant class of share in the Company and (iii) give appropriate
instructions to the Company’s investment managers and advisers to manage the Company’s
assets so that such undertakings can be complied with by the Company.
(c) Voting Rights
Subject to paragraph (f) below and subject to any special terms as to voting on which any shares
may be issued, on a show of hands, every member present in person or by proxy (or being a
corporation, represented by an authorised representative) shall have one vote and on a poll every
member who is present in person or by proxy shall have one vote for every share of which he is the
holder. Different classes of shares in the Company shall rank pari passu as to rights to attend and
vote at any general meeting of the Company.
(d) Dividends
The rights of members to receive dividends are as follows:
(i) the Ordinary Shareholders shall be entitled to receive, in that capacity, any dividends paid out
of the net income derived from the assets attributable to the Ordinary Shares;
(ii) the Planned Exit Shareholders shall be entitled to receive in that capacity, any dividends paid
out of the net income derived from the assets attributable to the Planned Exit Shares;
(iii) the Infrastructure Shareholders shall be entitled to receive in that capacity, any dividends paid
out of the net income derived from the assets attributable to the Infrastructure Shares; and
(iv) in the case of Foresight 2 only, the C Shareholders shall be entitled to receive in that capacity,
any dividends paid out of the net income derived from the assets attributable to the C Shares.
The Company may in general meeting by ordinary resolution declare dividends in accordance with
the respective rights of the members, provided that no dividend shall be payable in excess of the
amount recommended by the Directors. The Directors may pay such interim dividends as appear
to them to be justified. No dividend or other monies payable in respect of a share shall bear interest
as against the Company. There are no fixed dates on which entitlements to dividend arises.
All dividends unclaimed for a period of twelve years after being declared or becoming due for
payment shall be forfeited and shall revert to the Company.
(e) Distribution of Assets on Liquidation
The capital and assets of the Company shall on a winding up or on a return of capital be applied as
follows:
(i) the Ordinary Share Surplus shall be divided amongst the holders of the Ordinary Shares pro
rata according to their holdings of Ordinary Shares;
(ii) the Infrastructure Share Surplus shall be divided amongst the holders of Infrastructure
Shares pro rata according to their holdings of Infrastructure Shares;
(iii) the Planned Exit Share Surplus shall be divided amongst the holders of the Planned Exit
Shares pro rata according to their holdings of Planned Exit Shares; and
(iv) in the case of Foresight 2 only, the C Share Surplus shall be divided amongst the holders of
the C Shares pro rata according to their holdings of C Shares.
The Articles provide that the liquidator may, with the sanction of a special resolution and any other
sanctions required by CA 2006, divide amongst the members in specie the whole or any part of the
assets of the Company in such manner as he may determine.
(f) Class Consents and Variation of Rights
The holders of each class of share in the Company shall be required to approve and, accordingly,
without such approval, the special rights attached to such class of share shall be deemed to be
varied, inter alia, by:
14

(i) any alteration to the Articles; or
(ii) any consolidation, division, sub-division, cancellation, reduction or purchase by the Company
of any issued share capital of the Company; or
(iii) any allotment or issue of any security convertible into or carrying a right to subscribe for any
share capital of the Company or any other right to subscribe or acquire share capital of the
Company other than pursuant to the exercise of subscription rights in accordance with the
terms of the share options granted or to be granted in relation to performance related
incentive fees to the investment manager(s) of the Company from time to time; or
(iv) the selection of any accounting reference date other than 31 December (in the case of
Foresight 1) and 30 September (in the case of Foresight 2).
Whenever the capital of the Company is divided into different classes of shares, the rights
attaching to each class may (unless otherwise provided by the terms of that class) be varied or
abrogated either with the consent in writing of the holders of three-quarters in nominal value of the
issued shares of the class or with the sanction of a special resolution passed at a separate meeting
of such holders.
15

PART IV
EXPLANATION OF THE RESOLUTIONS
An explanation of the Resolutions to be proposed at each of the Foresight 1 Meetings and the
Foresight 2 Meetings is set out below.
Foresight 1 Meetings
Foresight 1 General Meeting
Resolution 1 is a composite resolution which will create and authorise the issue of Infrastructure Shares
and approve related matters as set out below and is subject to the approval of Resolution 1 to be
proposed at each of the Foresight 1 Class Meetings.
Paragraph 1.1 of Resolution 1 will approve the amendment of the existing Articles of Foresight 1 as set
out in Part III of this document.
Paragraph 1.2 of Resolution 1 will authorise the Directors pursuant to section 551 CA 2006 to allot
Infrastructure Shares in Foresight 1 up to an aggregate nominal value of £180,000 (representing 51.6%
of the entire issued share capital of Foresight 1 as at 5 September 2011, this being the latest practicable
date prior to publication of this document). The authority conferred by paragraph 1.2 of Resolution 1 will
expire on the fifth anniversary of the date of the passing of the resolution unless renewed, varied or
revoked by Foresight 1 in general meeting and will be in addition to existing authorities. The Foresight 1
Board intends to utilise this authority in the next 12 months for the purposes set out in paragraph 1.3 of
Resolution 1.
Paragraph 1.3 of Resolution 1 will disapply pre-emption rights in respect of the allotment of Infrastructure
Shares (i) up to an aggregate nominal value of up to £150,000 in connection with the Offer, (ii) up to an
aggregate nominal value of 10% of the issued Foresight 1 Infrastructure Share capital from time to time
at an issue price of 1p per share to Foresight Group in connection with performance incentive
arrangements and (iii) up to an aggregate nominal value of 10% of the issued Foresight 1 Infrastructure
Share capital from time to time (in each case, the proceeds of which may be used, in part or whole, to
purchase Foresight 1’s own Infrastructure Shares). The authority conferred by paragraph 1.3 of
Resolution 1 will expire on the conclusion of the annual general meeting of Foresight 1 to be held in 2012
and will be in addition to existing authorities.
Paragraph 1.4 of Resolution 1 will authorise Foresight 1 to make market purchases of up to 2,248,500 of
its Infrastructure Shares. Any Infrastructure Shares bought back under this authority will be at such price
as may be determined by the Foresight 1 Board, but no less than 1p per share and no greater than the
most recently published net asset value per Infrastructure Share prior to the date of purchase (less
transaction costs), and may be cancelled or held in treasury as may be determined by the Foresight 1
Board. The authority conferred by paragraph 1.4 of Resolution 1 will expire on the conclusion of the
annual general meeting of Foresight 1 to be held in 2012 and will be in addition to existing authorities.
The Foresight 1 Board intends to use this authority to facilitate an Infrastructure Share buy-back policy.
Paragraph 1.5 of Resolution 1 will approve, subject to confirmation by an order of the Court, the
cancellation of Foresight 1’s share premium account attributable to the issue of Infrastructure Shares in
Foresight 1.
Paragraph 1.6 of Resolution 1 will approve the Foresight 1 Related Party Transactions between
Foresight 1 and Foresight Group.
Resolution 2 will authorise the Foresight 1 Board to offer Foresight 1 Shareholders the opportunity to
sell all or some of their existing Foresight 1 Ordinary Shares and to buy new Foresight 1 Ordinary Shares
in order to qualify for further income tax relief of up to 30% (‘‘an enhanced buyback’’).
Foresight 1 will buy back Foresight 1 Ordinary Shares at a fixed price equal to the latest published net
asset value per Foresight 1 Ordinary Share prior to the date of purchase (multiplied by 0.97 to take into
account transaction costs), rounded down to the nearest £0.01 per share. The proceeds would be used
to purchase new Foresight 1 Ordinary Shares at a subscription price per share equal to the latest
published net asset value per Foresight 1 Ordinary Share as at close of business prior to the date of
allotment, rounded up to the nearest £0.01 per share.
The aggregate number of Foresight 1 Ordinary Shares which may be bought back and issued (having
disapplied pre-emption rights) under this authority is 2,869,427 (representing 10% of the current issued
16

Foresight 1 Ordinary Share capital). The Foresight 1 Ordinary Shares purchased pursuant to this
authority may be cancelled or held in treasury as may be determined by the Foresight 1 Board. The
authority conferred by Resolution 2 will expire on the conclusion of the annual general meeting of
Foresight 1 to be held in 2012 and will be in addition to existing authorities and the authorities conferred
by Resolution 1. The Foresight 1 Board intends to use this authority to facilitate an enhanced buy-back
scheme if it believes it to be in the interests of holders of Foresight 1 Ordinary Shares.
No net cash payment would be required from a holder of Foresight 1 Ordinary Shares participating in the
enhanced buyback as the new Foresight 1 Ordinary Shares applied for under the arrangement would be
paid for out of the proceeds of existing Foresight 1 Ordinary Shares purchased under the buyback.
Foresight 1 Class Meetings
The Resolutions to be proposed at the Foresight 1 Class Meetings, if passed, will approve the passing of
the Resolutions to be proposed at the Foresight 1 General Meeting and will sanction any modification of
the rights of Foresight 1 Ordinary Shareholders and Foresight 1 Planned Exit Shareholders resulting
therefrom.
Foresight 2 Meetings
Resolution 1 is a composite resolution which will create and authorise the issue of Infrastructure Shares
and approve related matters as set out below and is subject to the passing of Resolutions 1 to be
proposed at each of the Foresight 2 Class Meetings.
Paragraph 1.1 of Resolution 1 will approve the amendment of the existing Articles of Foresight 2 as set
out in Part III of this document.
Paragraph 1.2 of Resolution 1 will authorise the Directors pursuant to section 551 CA 2006 to allot
Infrastructure Shares in Foresight 2 up to an aggregate nominal value of £180,000 (representing 34.6%
of the entire issued share capital of Foresight 2 as at 5 September 2011, this being the latest practicable
date prior to publication of this document) for the purposes set out in paragraph 1.3 of Resolution 1. The
authority conferred by paragraph 1.2 of Resolution 1 will expire on the fifth anniversary of the date of the
passing of the resolution unless renewed, varied or revoked by Foresight 2 in general meeting and will
be in addition to existing authorities. At the date of this document the Foresight 2 Board intends to utilise
this authority in the next 12 months for the issue of Infrastructure Shares pursuant to the Offer and for
small top-up offers.
Paragraph 1.3 of Resolution 1 will disapply pre-emption rights in respect of the allotment of Infrastructure
Shares (i) with an aggregate nominal value of up to £150,000 in connection with the Offer, (ii) with an
aggregate nominal value of up to 10% of its issued Foresight 2 Infrastructure Share capital from time to
time at an issue price of 1p per share to Foresight Group in connection with performance incentive
arrangements and (iii) with an aggregate nominal value of up to 10% of its issued Foresight 2
Infrastructure Share capital from time to time (in each case, the proceeds of which may be used, in part
or whole, to purchase Foresight 2’s own Infrastructure Shares). The authority conferred by
paragraph 1.3 of Resolution 1 will expire on the conclusion of the annual general meeting of
Foresight 2 to be held in 2012 and will be in addition to existing authorities.
Paragraph 1.4 of Resolution 1 will authorise Foresight 2 to make market purchases of up to 2,248,500 of
its Infrastructure Shares. Any Infrastructure Shares bought back under this authority will be at such price
as may be determined by the Foresight 2 Board, but no less than 1p per share and no greater than the
most recently published net asset value per Infrastructure Share prior to the date of purchase (less
transaction costs), and may be cancelled or held in treasury as may be determined by the Foresight 2
Board. The authority conferred by paragraph 1.4 of Resolution 1 will expire on the conclusion of the
annual general meeting of Foresight 2 to be held in 2012 and will be in addition to existing authorities.
The Foresight 2 Board intends to use this authority to facilitate an Infrastructure Share buy-back policy.
Paragraph 1.5 of Resolution 1 will approve, subject to confirmation by an order of the Court, the
cancellation of Foresight 2’s share premium account attributable to the issue of Infrastructure Shares in
Foresight 2.
Paragraph 1.6 of Resolution 1 will approve the Foresight 2 Related Party Transactions between
Foresight 2 and Foresight Group.
17

Resolution 2 will authorise the Foresight 2 Board to offer Foresight 2 Shareholders the opportunity to
sell all or some of their existing Foresight 2 Ordinary Shares and to buy new Foresight 2 Ordinary Shares
in order to qualify for further income tax relief of up to 30% (‘‘an enhanced buyback’’).
Foresight 2 will buy back Foresight 2 Ordinary Shares at a fixed price equal to the latest published net
asset value per Foresight 2 Ordinary Share prior to the date of purchase (multiplied by 0.97 to take into
account transaction costs), rounded down to the nearest £0.01 per share. The proceeds would be used
to purchase new Foresight 2 Ordinary Shares at a subscription price per share equal to the latest
published net asset value per Foresight 2 Ordinary Share as at close of business prior to the date of
allotment, rounded up to the nearest £0.01 per share.
The aggregate number of Foresight 2 Ordinary Shares which may be bought back and issued (having
disapplied pre-emption rights) under this authority is 2,108,834 Foresight 2 Ordinary Shares
(representing 10% of the current issued Foresight 2 Ordinary Share capital. The Foresight 2 Ordinary
Shares purchased pursuant to this authority may be cancelled or held in treasury as may be determined
by the Foresight 2 Board. The authority conferred by Resolution 2 will expire on the conclusion of the
annual general meeting of Foresight 2 to be held in 2012 and will be in addition to existing authorities and
the authorities conferred by Resolution 1. The Foresight 2 Board intends to use this authority to facilitate
an enhanced buy-back scheme if it believes it to be in the interests of holders of Foresight 2 Ordinary
Shares.
No net cash payment would be required from a holder of Foresight 2 Ordinary Shares participating in the
enhanced buyback as the new Foresight 2 Ordinary Shares applied for under the arrangement would be
paid for out of the proceeds of existing Foresight 2 Ordinary Shares purchased under the buyback.
Resolution 3 will authorise the Foresight 2 Board to offer Foresight 2 Shareholders the opportunity to
sell all or some of their existing Foresight 2 C Shares and to buy new Foresight 2 C Shares in order to
qualify for further income tax relief of up to 30% (‘‘an enhanced buyback’’).
Foresight 2 will buy back Foresight 2 C Shares at a fixed price equal to the latest published net asset
value per Foresight 2 C Share prior to the date of purchase (multiplied by 0.97 to take into account
transaction costs), rounded down to the nearest £0.01 per share. The proceeds would be used to
purchase new Foresight 2 C Shares at a subscription price per share equal to the latest published net
asset value per Foresight 2 C Share as at close of business prior to the date of allotment, rounded up to
the nearest £0.01 per share.
The aggregate number of Foresight 2 C Shares which may be bought back and issued (having
disapplied pre-emption rights) under this authority is 2,469,944 Foresight 2 C Shares (representing 10%
of the current issued Foresight 2 C Share capital. The Foresight 2 C Shares purchased pursuant to this
authority may be cancelled or held in treasury as may be determined by the Foresight 2 Board. The
authority conferred by Resolution 3 will expire on the conclusion of the annual general meeting of
Foresight 2 to be held in 2012 and will be in addition to existing authorities and the authorities conferred
by Resolutions 1 and 2. The Foresight 2 Board intends to use this authority to facilitate an enhanced buyback
scheme if it believes it to be in the interests of holders of Foresight 2 C Shares.
No net cash payment would be required from a holder of Foresight 2 C Shares participating in the
enhanced buyback as the new Foresight 2 C Shares applied for under the arrangement would be paid
for out of the proceeds of existing Foresight 2 C Shares purchased under the buyback.
Foresight 2 Class Meetings
The Resolutions to be proposed at the Foresight 2 Class Meetings, if passed, will approve the passing of
the Resolutions to be proposed at the Foresight 2 General Meeting and will sanction any modification of
the rights of Foresight 2 Ordinary Shareholders, Foresight 2 C Shareholders and Foresight 2 Planned
Exit Shareholders resulting therefrom.
Special Resolutions
The Resolutions to be proposed at each of the Foresight 1 Meetings and the Foresight 2 Meetings will be
proposed as special resolutions meaning that for the Resolution to be passed at least 75% of the votes
cast at the relevant meeting must be in favour of the Resolution.
18

PART V
FORESIGHT 1 ADDITIONAL INFORMATION
1. Share Capital
1.1 As at 5 September 2011 (this being the latest practicable date prior to the publication of this
document), the issued share capital of Foresight 1 was as follows:
Issued and fully paid
Number of shares £
Foresight 1 Ordinary Shares (1p each) 28,694,271 286,942.71
Foresight 1 Planned Exit Shares (1p each) 6,179,833 61,798.33
1.2 Save as set out in paragraph 4, as at 5 September 2011 (this being the latest practicable date prior
to the publication of this document), no share or loan capital of Foresight 1 was under option or had
been agreed, conditionally or unconditionally, to be put under option, nor did Foresight 1 hold any
share capital in treasury.
2. Foresight 1 Directors and their Interests
2.1 The names and business addresses of the Foresight 1 Directors, all of whom are non-executive,
are as follows:
. John Howard Gregory (Chairman)
. Peter Frederick Dicks
. Gordon James Humphries
all of ECA Court, 24-26 South Park, Sevenoaks, Kent TN13 1DU (the registered office of
Foresight 1).
2.2 As at 5 September 2011 (this being the latest practicable date prior to publication of this
document), the interests of the Foresight 1 Directors (and their immediate families) in the issued
share capital of Foresight 1 were as follows:
Director
Ordinary
Shares
Planned Exit
Shares
% of Entire
Issued Share
Capital
John Gregory – – –
Peter Dicks 50,248 – 0.14
Gordon Humphries 3,439 – 0.01
2.3 Peter Dicks was appointed as a Foresight 1 Director on 22 August 1997, with Gordon Humphries
being appointed as a Foresight 1 Director on 9 March 2007 and John Gregory being appointed as a
Foresight 1 Director on 30 July 2010. None of the Foresight 1 Directors has a service contract. The
appointments are subject to 12 months’ notice and all Foresight 1 Directors are subject to
retirement by rotation. Their appointment does not confer any right to hold office for any period or
any right to compensation if they cease to be directors. From 1 January 2011, the total annual
remuneration receivable by John Gregory as Chairman of Foresight 1 is £25,000 (plus, if
applicable, VAT and employers National Insurance Contributions), while the annual remuneration
receivable by Peter Dicks and Gordon Humphries is £18,500 each (plus, if applicable, VAT and
employers National Insurance Contributions). The office of non-executive director is also not
pensionable. Aggregate Foresight 1 Directors’ emoluments for the period ended 31 December
2010 amounted to £70,563 (plus applicable VAT and employers National Insurance Contributions).
Aggregate emoluments for the current year are expected to be £69,863 (including fees paid to
former director Anthony Diment of £7,862.90) (plus applicable VAT and employers National
Insurance Contributions).
2.4 Save for in respect of Peter Dicks, who is a director of a number of VCTs managed by Foresight
Group and Foresight Group CI Limited, there are no potential conflicts of interest between the
duties of any Foresight 1 Director and their private interests and/or duties.
2.5 Other than disclosed in this paragraph 2, no Foresight 1 Director is or has been interested in any
transaction which is or was unusual in its nature or conditions or significant to the business of
19

Foresight 1 and which was effected by Foresight 1 in the years ended 31 December 2008, 2009
and 2010 or in the current financial year to date or which was effected in an earlier financial year
and remains in any respect outstanding or unperformed.
3. Substantial Shareholders
As at 5 September 2011 (this being the latest practicable date prior to publication of this
document), Foresight 1 is not aware of any person who, directly or indirectly, has or will have an
interest in Foresight 1’s entire issued capital or voting rights which is notifiable under UK law (under
which, pursuant to CA 2006 and the Listing Rules and the Disclosure & Transparency Rules of the
FSA, a holding of 3% or more must be notified to Foresight 1).
4. Material Contracts
Save as disclosed in this paragraph 4, Foresight 1 has not entered, other than in the ordinary
course of business, into any contract which is or may be material to Foresight 1 within the two
years immediately preceding the publication of this document or into any contract containing
provisions under which Foresight 1 has any obligation or entitlement which is material to
Foresight 1 as at the date of this document:
4.1 An investment adviser’s agreement dated 11 October 1999 between Foresight 1 (1) and VCF
Partners (novated to Foresight Group pursuant to a novation agreement dated 1 April 2002) (2) (as
amended by supplemental agreements dated 17 October 2003 and 28 January 2010) pursuant to
which Foresight Group has been appointed as the investment manager to Foresight 1.
In respect of the Foresight 1 Ordinary Shares fund, the appointment is terminable on not less than
one years’ notice in writing. In respect of the Foresight 1 Planned Exit Shares fund, the
appointment is terminable on not less than one years’ notice in writing at any time after 30 June
2012 (this being the second anniversary after the closing date of the Foresight 1 Planned Exit
Shares offer). The appointment may also be terminated in circumstances of material breach by
either party and, in any event, Foresight 1 may appoint other parties in substitution for Foresight
Group as investment manager in respect of the whole or part of Foresight 1’s investment portfolio if
it believes that this is necessary to preserve the status of Foresight 1 as a VCT.
In respect of the Foresight 1 Ordinary Shares fund, Foresight Group receives an annual
management fee of an amount equivalent to 2.0% of the net assets of the Foresight 1 Ordinary
Shares fund, calculated and payable quarterly in advance, together with any applicable VAT
thereon.
In respect of the Foresight 1 Planned Exit Shares fund, Foresight Group receives an annual
management fee of an amount equivalent to 1.0% of the net assets of the Foresight 1 Planned Exit
Shares fund, calculated and payable quarterly in advance, together with any applicable VAT
thereon.
The agreement contains usual provisions indemnifying Foresight Group against any liability not
due to its default, gross negligence, fraud or breach of FSMA.
4.2 An oral agreement made on 7 March 2005 between Foresight 1 (1) and Foresight Fund Managers
Limited (2) pursuant to which Foresight Fund Managers Limited has been appointed as the
secretary, administrator and custodian to Foresight 1. The services to be provided will include all
necessary secretarial, accounting, bookkeeping and custodian services required in connection with
the business and operation of Foresight 1. The appointment may be terminated by not less than
one year’s notice in writing. The appointment may also be terminated in circumstances of material
breach by either party. Foresight Fund Managers Limited will receive an annual fee from
Foresight 1 of £100,000 plus VAT payable quarterly in advance.
4.3 A carried interest agreement dated 16 January 2007 between Foresight 1 (1) and Foresight Group
(2) pursuant to which Foresight 1 has granted to Foresight Group the entitlement to subscribe at
par for such number of Foresight 1 Ordinary Shares as represents 15% (at the then prevailing net
asset value per Foresight 1 Ordinary Share adjusted to take into account the relevant dividend to
be paid) of the aggregate of each (revenue or capital) distribution paid to the holders of Foresight 1
Ordinary Shares. Foresight 1 Ordinary Shares will only be issued if the Total Return per Foresight 1
Ordinary Share amounts to at least 100p per Foresight 1 Ordinary Share immediately before the
relevant dividend is paid and after the issue of such Foresight 1 Ordinary Shares. For these
purposes ‘‘Total Return’’ shall mean the aggregate of (i) the then NAV of Foresight 1 Ordinary
20

Shares and (ii) an amount equal to 10.75p (these being the distributions as at 16 January 2007 per
old Foresight 1 C ordinary share of 1p) and (iii) all distributions following that date per Foresight 1
Ordinary Share. Any such performance fee will be calculated each time a distribution is declared
and any Foresight 1 Ordinary Shares to be allotted will be issued on the date the distribution is
made to Shareholders (or as soon as practicable thereafter). Foresight Group’s entitlement shall
cease or be reduced on a sliding scale depending on the nature of a termination or resignation of
Foresight Group’s appointment.
4.4 A carried interest agreement between Foresight 1 (1) and Foresight Group (2) dated 28 January
2010 pursuant to which Foresight Group is entitled, once the holders of Foresight 1 Planned Exit
Shares have received 110p of distributions per Foresight 1 Planned Exit Shares, to the next 15p of
distributions per Foresight 1 Planned Exit Shares, thereafter 20% of all further distributions per
Planned Exit Shares. This entitlement can be satisfied at the discretion of the Foresight 1 Board
wholly or partly in cash and wholly or partly by the issue of a number of Foresight 1 Planned Exit
Shares which, on issue, will have an aggregate net asset value (using the most recently published
net asset value per Foresight 1 Planned Exit Share in the relevant Company) equal to the amount
to be satisfied through the issue of such shares.
4.5 A sponsor and promoter agreement dated 28 January 2010 between Foresight 1 (1),
Foresight 2 (2), the Directors of Foresight 1 (3), the Directors of Foresight 2 (4), Foresight
Group (5) and BDO LLP (6), pursuant to which Foresight Group agreed to act as promoter in
connection with the offer of the Foresight 1 Planned Exit Shares and Foresight 2 Planned Exit
Shares. The agreement contained warranties given by Foresight 1 to Foresight Group. Foresight
Group received a fee of 5.5% of the gross amount raised pursuant to this offer.
4.6 A transfer agreement dated 18 February 2011 between Foresight 1 (1) and Keydata Income VCT 1
plc and Keydata Income VCT 2 plc (2) pursuant to which all of the assets and liabilities of Keydata
Income VCT 1 plc and Keydata Income VCT 2 plc were transferred to Foresight 1 in consideration
for new Foresight 1 Ordinary Shares as part of the merger of Foresight 1 with Keydata Income VCT
1 plc and Keydata Income VCT 2 plc. The liquidators of Keydata Income VCT 1 plc and Keydata
Income VCT 2 plc agreed under this agreement that all sale proceeds and/or dividends in respect
of the underlying assets of Keydata Income VCT 1 plc and Keydata Income VCT 2 plc will be
transferred on receipt to Foresight 1.
4.7 An indemnity dated 18 February 2011 from Foresight 1 to the liquidators of Keydata Income VCT 1
plc and Keydata Income VCT 2 plc for expenses and costs incurred by them in connection the
merger of Foresight 1 with Keydata Income VCT 1 plc and Keydata Income VCT 2 plc and
completion of the liquidation of Keydata Income VCT 1 plc and Keydata Income VCT 2 plc.
5. Foresight Group
5.1 Foresight Group is an alternative asset manager with a 26 year track record and specific expertise
in infrastructure and private equity. The team has over 200 years of collective investment
experience and combines investors’ capital and its own hands-on expertise with the intention of
creating long-term value and generating attractive returns for shareholders. Foresight Group offers
both private and institutional investors access to a range of investment opportunities and a
comprehensive management service in its chosen areas of specialisation.
5.2 Foresight Group (telephone number 01732 471 800) was incorporated and registered in England
and Wales as a limited liability partnership on 25 October 2001 under number OC300878.
Foresight Group’s registered office and principal place of business is at ECA Court, 24-26 South
Park, Sevenoaks, Kent TN13 1DU. Foresight Group is authorised and regulated by the Financial
Services Authority to advise on investments, arrange deals in investments and to make
arrangements with a view to transactions in investments. The principal legislation under which
Foresight Group operates is the provisions of the Limited Liability Partnership Act 2000 and the
relevant provisions of CA 2006 (and regulations made thereunder).
5.3 Foresight Group has recently been subject to a restructuring of its membership resulting in Bernard
Fairman transferring his holding in Foresight Group to Foresight Group CI Limited (a company
incorporated and registered in Guernsey on 12 February 2010, with registered number 51471) of
which he is the sole shareholder. This has resulted in Foresight Group CI Limited becoming the
controlling member of Foresight Group. Bernard Fairman now provides his services to Foresight
Group through the provision of services to Foresight Group CI Limited (this resulting in there having
21

een no material change in the manner in which Foresight Group provides services to the
Company).
6. General
6.1 Foresight 1 was incorporated and registered in England and Wales under CA 1985 as a public
company with limited liability on 19 August 1997 with registered number 03421340. The principal
legislation under which Foresight 1 operates is CA 2006 (and regulations made thereunder). The
legal and commercial name of Foresight 1 is Foresight VCT plc. Foresight 1 is domiciled in
England. Foresight 1 has no employees or subsidiaries.
6.2 Statutory accounts of Foresight 1 for the years ended 31 December 2008 and 2009 in respect of
which Foresight 1’s former auditors, Ernst & Young LLP, have made unqualified reports under
section 235 CA 1985/section 495 CA 2006, and for the year ended 31 December 2010 in respect of
which Foresight 1’s current auditors, KPMG Audit plc have made unqualified reports under section
495 of CA 2006 have been delivered to the Registrar of Companies and such reports did not
contain any statements under sections 237(2) or (3) CA 1985/section 495 to section 497A CA
2006.
6.3 Save for the fees paid to Foresight Group and Foresight Fund Managers Limited under the
arrangements set out at paragraph 4 above, the fees paid to the Foresight 1 Directors as detailed in
paragraph 2.3 above, fees paid to Foresight Group of £120,106 (2008), £62,981 (2009), £334,214
(2010) and £10,000 (current year) in respect of promotion fees, there were no related party
transactions or fees paid by Foresight 1 during the years ended 31 December 2008, 2009 and 2010
or to the date of this document in the current financial year.
6.4 At the date of this document, there has been no significant change in the financial or trading
position of Foresight 1 since 30 June 2011, the date to which the last unaudited half-yearly report of
Foresight 1 was published.
6.5 There are no governmental, legal or arbitration proceedings (including any such proceedings which
are or were pending or threatened of which Foresight 1 is aware) at any time in the 12 months
immediately preceding the date of this document which may have, or have had in the recent past, a
significant effect on Foresight 1’s financial position or profitability.
7. Documents Available for Inspection
Copies of the following documents will be available for inspection during normal business hours on
any day (Saturdays, Sundays and public holidays excepted) from the date of this document until
the Foresight 1 General Meeting at the offices of Martineau at 35 New Bridge Street, London
EC4V 6BW and also at the registered office of Foresight 1:
7.1 the articles of association of Foresight 1 (existing and as will be amended by Resolution 1 to be
proposed at the Foresight 1 General Meeting);
7.2 the audited report and accounts of Foresight 1 for the financial years ended 31 December 2008,
2009 and 2010 and the half-yearly report for the six month period ended 30 June 2011;
7.3 the material contracts referred to in paragraph 4 above;
7.4 the BDO consent referred to on the cover page of this document; and
7.5 this document.
22

PART VI
FORESIGHT 2 ADDITIONAL INFORMATION
1. Share Capital
1.1 As at 5 September 2011 (this being the latest practicable date prior to the publication of this
document), the issued share capital of Foresight 2 was as follows:
Issued and fully paid
Number of
shares £
Foresight 2 Ordinary Shares (1p each) 21,088,348 210,883.48
Foresight 2 C Shares (1p each) 24,699,440 246,994.40
Foresight 2 Planned Exit Shares (1p each) 6,179,833 61,798.33
1.2 Save as set out in paragraph 4, as at 5 September 2011 (this being the latest practicable date prior
to the publication of this document), no share or loan capital of Foresight 2 was under option or had
been agreed, conditionally or unconditionally, to be put under option, nor did Foresight 2 hold any
share capital in treasury.
2. Directors and their Interests
2.1 The names and business addresses of the Foresight 2 Directors, all of whom are non-executive,
are as follows:
. Jocelin Montague St John Harris (Chairman)
. Peter Frederick Dicks
. David William Quysner
all of ECA Court, 24-26 South Park, Sevenoaks, Kent TN13 1DU (the registered office of the
Company).
2.2 As at 5 September 2011 (this being the latest practicable date prior to publication of this
document), the interests of the Foresight 2 Directors (and their immediate families) in the issued
share capital of Foresight 2 were as follows:
Director
Ordinary
Shares C Shares
Planned Exit
Shares
% of Entire
Issued Share
Capital
Jocelin Harris 14,729 – – 0.03
Peter Dicks 41,100 25,750 – 0.13
David Quysner 25,562 25,500 – 0.10
2.3 Jocelin Harris was appointed as a Foresight 2 Director on 5 December 2008, and Peter Dicks and
David Quysner were appointed as Foresight 2 Directors on 14 September 2004. None of the
Foresight 2 Directors has a service contract and their appointments are not subject to a notice
period. All Foresight 2 Directors are subject to retirement by rotation. Their appointment does not
confer any right to hold office for any period or any right to compensation if they cease to be
directors. The annual remuneration receivable by Jocelin Harris as Chairman of Foresight 2 is
£22,500 (plus, if applicable, VAT and employers National Insurance Contributions), while the
annual remuneration receivable by David Quysner and Peter Dicks is £17,500 each (plus, if
applicable, VAT and employers National Insurance Contributions). The office of non-executive
director is not pensionable. Aggregate Foresight 2 Directors’ emoluments for the year ended
30 September 2010 amounted to £50,000 (plus, if applicable, VAT and employers National
Insurance Contributions). Aggregate emoluments for the current year are expected to be £57,500
(plus, if applicable, VAT and employers National Insurance Contributions).
2.4 Save for in respect of Peter Dicks, who is a director of a number of VCTs managed by Foresight
Group and Foresight Group CI Limited, there are no potential conflicts of interest between the
duties of any Foresight 2 Director and their private interests and/or duties.
2.5 Other than disclosed in this paragraph 2, no Foresight 2 Director is or has been interested in any
transaction which is or was unusual in its nature or conditions or significant to the business of
23

Foresight 2 and which was effected by Foresight 2 in the years ended 30 September 2008, 2009
and 2010 or in the current financial year or which was effected in an earlier financial year and
remains in any respect outstanding or unperformed.
3. Substantial Shareholders
As at 5 September 2011 (this being the latest practicable date prior to publication of this
document), Foresight 2 is not aware of any person who, directly or indirectly, has or will have an
interest in Foresight 2’s entire issued share capital or voting rights which is notifiable under UK law
(under which, pursuant to CA 2006 and the Listing Rules and the Disclosure & Transparency Rules
of the FSA, a holding of 3% or more must be notified to Foresight 2).
4. Material Contracts
Save as disclosed in this paragraph 4, Foresight 2 has not entered, other than in the ordinary
course of business, into any contract which is or may be material to Foresight 2 within the two
years immediately preceding the publication of this document or into any contract containing
provisions under which Foresight 2 has any obligation or entitlement which is material to
Foresight 2 as at the date of this document:
4.1 An agreement dated 23 September 2004 between Foresight 2 (1) and Foresight Group (2) (as
amended by supplemental agreements dated 27 October 2006 and 28 January 2010) pursuant to
which Foresight Group has been appointed as the investment manager to Foresight 2.
In respect of the Foresight 2 Ordinary Shares fund and Foresight 2 C Shares fund, the appointment
is terminable on not less than one years’ notice in writing. In respect of the Foresight 2 Planned Exit
Shares fund, the appointment is terminable on not less than one years’ notice in writing at any time
after 30 June 2012 (this being the second anniversary after the closing date of the Foresight 2
Planned Exit Shares offer). The appointment may also be terminated in circumstances of material
breach by either party and, in any event, Foresight 2 may appoint other parties in substitution for
Foresight Group as investment manager in respect of the whole or part of Foresight 2’s investment
portfolio if it believes that this is necessary to preserve the status of Foresight 2 as a VCT.
In respect of the Foresight 2 Ordinary Shares fund and the Foresight 2 C Shares fund, Foresight
Group receives an annual management fee of an amount equivalent to 2.0% of the net assets of
the Foresight 2 Ordinary Shares fund and the Foresight 2 C Shares fund, calculated and payable
quarterly in advance, together with any applicable VAT thereon.
In respect of the Foresight 2 Planned Exit Shares fund, Foresight Group receives an annual
management fee of an amount equivalent to 1.0% of the net assets of the Foresight 2 Planned Exit
Shares fund, calculated and payable quarterly in advance, together with any applicable VAT
thereon.
Annual expenses for Foresight 2 are capped at an amount equivalent to 3.6% of Foresight 2’s net
asset value. Any excess over 3.6% in respect of Foresight 2 will be borne by Foresight Group. This
figure covers the annual expenses incurred by Foresight 2 in the ordinary course of its business
and includes Foresight Group’s investment advisory and administration fees, directors’
remuneration, normal fees payable to the registrars, stockbroker, auditor, solicitors and VCT
status advisers and any annual trail commission payable to financial advisers. It excludes any
irrecoverable VAT and performance incentive fees as set out in paragraphs 4.3 to 4.5 below.
Foresight Group has agreed (subject to the issue of Infrastructure Shares by Foresight 2) that the
annual cap on normal running costs in respect of Foresight 2 will be reduced from an amount
equivalent to 3.6% of the net assets of Foresight 2 to 3.0% for the duration of the existence of the
Foresight 2 Infrastructure Shares and, thereafter, 3.3%.
The agreement contains usual provisions indemnifying Foresight Group against any liability not
due to its default, gross negligence, fraud or breach of FSMA.
4.2 An agreement dated 23 September 2004 between Foresight 2 (1) and Foresight Fund Managers
Limited (2) pursuant to which Foresight Fund Managers Limited has been appointed as the
secretary, administrator and custodian to Foresight 2. The services to be provided will include all
necessary secretarial, accounting, bookkeeping and custodian services required in connection with
the business and operation of Foresight 2. The appointment may be terminated by not less than
one year’s notice in writing. The appointment may also be terminated in circumstances of material
breach by either party. Foresight Fund Managers Limited will receive a fee from Foresight 2
24

(payable quarterly in advance together with any applicable VAT) calculated on a quarterly basis of
0.075% of the gross proceeds of the Foresight 2 Ordinary Share, Foresight 2 C Share and
Foresight 2 Planned Exit Share offers capped at £100,000 per year (but annually uplifted for RPI)
at the previous quarter end.
4.3 A carried interest agreement dated 23 September 2004 between Foresight 2 (1) and Foresight
Group (2) pursuant to which Foresight 2 has granted to Foresight Group an option to subscribe for
3,906,866 Foresight 2 Ordinary Shares at par if all distributions (whether in cash or otherwise) paid
or declared by Foresight 2 pro rata to all holders of Foresight 2 Ordinary Shares is not less than 60p
per share prior to 23 September 2011 or 90p per share thereafter, and the net asset value
attributable to the Foresight 2 Ordinary Shares issued is not less than the total amount subscribed
(including by way of premium, less issue costs for Foresight 2 Ordinary Shares), less the total
amount paid (including by way of premium) by Foresight 2 in purchasing its own Foresight 2
Ordinary Shares. This agreement further provides that if the Company issues shares otherwise
than pursuant to the above option at a time when the option remains outstanding and unexercised,
the agreement shall be amended to such extent as may be necessary to ensure that the benefit of
the option after that further issue of shares is equal to the benefit existing prior to that further issue
of shares
4.4 A carried interest agreement dated 10 December 2007 between Foresight 2 (1) and Foresight
Group (2) pursuant to which Foresight Group is entitled to be issued with such number of
Foresight 2 C Shares at a subscription price of par value as represents 15% (at the then prevailing
net asset value per Foresight 2 C Share adjusted to take into account the relevant distribution) of
each revenue or capital distribution paid to Foresight 2 C Shareholders. Such Foresight 2 C Shares
will only be issued to Foresight Group if the aggregate value of an investment or collection of
investments comprising net asset value plus the aggregate amount of all distributions (both
revenue and capital) made (‘‘Total Return’’) exceeds, both immediately before and immediately
after the issue of Foresight 2 C Shares, the Foresight 2 C Shares’ original subscription price of £1.
By way of example Foresight 2 C Shares will need to show a base NAV Total Return of 100p or
more before Foresight Group will be entitled to receive 15% of any distributions made by
Foresight 2 to C Shareholders following such issue. The base NAV Total Return will increase after
each performance incentive payment by an amount based on the dividend payment to
shareholders.
4.5 A carried interest agreement between Foresight 2 (1) and Foresight Group (2) dated 28 January
2010 pursuant to which Foresight Group are entitled, once the holders of Foresight 2 Planned Exit
Shares have received 110p of distributions per Foresight 2 Planned Exit Shares, to the next 15p of
distributions per Foresight 2 Planned Exit Shares, thereafter 20% of all further distributions per
Planned Exit Shares. This entitlement can be satisfied at the discretion of the Foresight 2 Board
wholly or partly in cash and wholly or partly by the issue of a number of Foresight 2 Planned Exit
Shares which, on issue, will have an aggregate net asset value (using the most recently published
net asset value per Foresight 2 Planned Exit Share in the relevant Company) equal to the amount
to be satisfied through the issue of such shares.
4.6 A sponsor and promoter agreement dated 28 January 2010 between Foresight 1 (1),
Foresight 2 (2), the Directors of Foresight 1 (3), the Directors of Foresight 2 (4), Foresight
Group (5) and BDO LLP (6), pursuant to which Foresight Group agreed to act as promoter in
connection with the offer of the Foresight 1 Planned Exit Shares and Foresight 2 Planned Exit
Shares. The agreement contained warranties given by Foresight 2 to Foresight Group. Foresight
Group received a fee of 5.5% of the gross amount raised pursuant to this offer.
5. Foresight Group
5.1 Foresight Group is an alternative asset manager with a 26 year track record and specific expertise
in infrastructure and private equity. The team has over 200 years of collective investment
experience and combines investors’ capital and its own hands-on expertise with the intention of
creating long-term value and generating attractive returns for shareholders. Foresight Group offers
both private and institutional investors access to a range of investment opportunities and a
comprehensive management service in its chosen areas of specialisation.
5.2 Foresight Group (telephone number 01732 471 800) was incorporated and registered in England
and Wales as a limited liability partnership on 25 October 2001 under number OC300878.
Foresight Group’s registered office and principal place of business is at ECA Court, 24-26 South
25

Park, Sevenoaks, Kent TN13 1DU. Foresight Group is authorised and regulated by the Financial
Services Authority to advise on investments, arrange deals in investments and to make
arrangements with a view to transactions in investments. The principal legislation under which
Foresight Group operates is the provisions of the Limited Liability Partnership Act 2000 and the
relevant provisions of CA 2006 (and regulations made thereunder).
5.3 Foresight Group has recently been subject to a restructuring of its membership resulting in Bernard
Fairman transferring his holding in Foresight Group to Foresight Group CI Limited (a company
incorporated and registered in Guernsey on 12 February 2010, with registered number 51471) of
which he is the sole shareholder. This has resulted in Foresight Group CI Limited becoming the
controlling member of Foresight Group. Bernard Fairman now provides his services to Foresight
Group through the provision of services to Foresight Group CI Limited (this resulting in there having
been no material change in the manner in which Foresight Group provides services to the
Company).
6. General
6.1 Foresight 2 was incorporated and registered in England and Wales under CA 1985 as a public
company with limited liability on 9 August 2004 with registered number 05200494. The principal
legislation under which Foresight 2 operates is CA 2006 (and regulations made thereunder). The
legal and commercial name of Foresight 2 is Foresight 2 VCT plc. Foresight 2 is domiciled in
England. Foresight 2 has no employees or subsidiaries.
6.2 Statutory accounts of Foresight 2 for the years ended 30 September 2008, 2009 and 2010 in
respect of which Foresight 2’s former auditors, Ernst & Young LLP, have made unqualified reports
under section 235 CA 1985/section 495 of CA 2006 have been delivered to the Registrar of
Companies and such reports did not contain any statements under sections 237(2) or (3) CA 1985/
section 495 to section 497A of CA 2006. Foresight 2’s current auditors are KPMG Auditors LLP.
6.3 Save for the fees paid to Foresight Group and Foresight Fund Managers Limited under the
arrangements set out at paragraph 4 above, the fees paid to the Foresight 2 Directors as detailed in
paragraph 2.3 above, fees paid to Foresight Group of £541,867 (2008), £190,624 (2009), £334,214
(2010) and £31,835 (current year) in respect of promotion fees, there were no related party
transactions or fees paid by Foresight 2 during the years ended 30 September 2008, 2009 and
2010 or to the date of this document in the current financial year.
6.4 At the date of this document, there has been no significant change in the financial or trading
position of Foresight 2 since 31 March 2011, the date to which the last unaudited interim accounts
of Foresight 2 were published.
6.5 There are no governmental, legal or arbitration proceedings (including any such proceedings which
are or were pending or threatened of which Foresight 2 is aware) at any time in the 12 months
immediately preceding the date of this document which may have, or have had in the recent past, a
significant effect on Foresight 2’s financial position or profitability.
7. Documents Available for Inspection
Copies of the following documents will be available for inspection during normal business hours on
any day (Saturdays, Sundays and public holidays excepted) from the date of this document until
the Foresight 2 General Meeting at the offices of Martineau at 35 New Bridge Street, London
EC4V 6BW and also at the registered office of Foresight 2:
7.1 the articles of association of Foresight 2 (existing and as will be amended by Resolution 1 to be
proposed at the Foresight 2 General Meeting);
7.2 the audited report and accounts of Foresight 2 for the financial years ended 30 September 2008,
2009 and 2010 and the half-yearly report for the six month period to 31 March 2011;
7.3 the material contracts referred to in paragraph 4 above;
7.4 the BDO consent referred to on the cover page of this document; and
7.5 this document.
26

CORPORATE INFORMATION
Directors of Foresight 1
John Howard Gregory (Chairman)
Peter Frederick Dicks
Gordon James Humphries
Directors of Foresight 2
Jocelin Montague St John Harris (Chairman)
Peter Frederick Dicks
David William Quysner
(all of the registered office)
Registered Office
ECA Court
24-26 South Park
Sevenoaks
TN13 1DU
Telephone: 01732 471 800
Email: info@foresightgroup.eu
Website: www.foresightgroup.eu
Company Numbers
Foresight 1 – 03421340
Foresight 2 – 05200494
Investment Manager Company Secretary & Administrator
Foresight Group LLP Foresight Fund Managers Limited
ECA Court ECA Court
24-26 South Park 24-26 South Park
Sevenoaks Sevenoaks
Kent Kent
TN13 1DU TN13 1DU
Solicitors & VCT Status Adviser Sponsor
Martineau BDO LLP
No.1 Colmore Square 125 Colmore Row
Birmingham Birmingham
B4 6AA B3 3SD
Registrars Auditors
Computershare Investor Services PLC KPMG Audit plc
The Pavilions Saltire Court
Bridgwater Road 20 Castle Terrace
Bristol Edinburgh
BS99 6ZZ EH1 2EG
27

FORESIGHT VCT PLC
(Registered in England and Wales with registered number 03421340)
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Foresight VCT plc (‘‘the Company’’) will be held at
9.00 a.m. on 30 September 2011 at the offices of Martineau, 35 New Bridge Street, London EC4V 6BW
for the purposes of considering and, if thought fit, passing the following resolutions, which will be
proposed as special resolutions.
1. That, subject to the passing of resolution 1 to be proposed at each of the separate meetings of the
holders of ordinary shares of 1p each in the capital of the Company and the holders of the planned
exit ordinary shares of 1p each in the capital of the Company convened for 9.30 a.m. and 9.35 a.m.
on 30 September 2011 respectively (‘‘Class Meetings’’):
1.1 the articles of association of the Company (‘‘the Articles’’) be and hereby are amended to allow for
the creation and issue of infrastructure ordinary shares of 1p each (‘‘Infrastructure Shares’’), in
particular to reflect the rights and restrictions to be attached to such Infrastructure Shares as set
out in Part III of the joint circular to shareholders of the Company and Foresight 2 VCT plc
(‘‘Circular’’), a copy of the Articles in the form to be adopted being tabled at the meeting and
initialed by the chairman for the purposes of identification;
1.2 in addition to existing authorities, the directors be and are hereby generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 (‘‘Act’’) to exercise all the
powers of the Company to allot Infrastructure Shares and to grant rights to subscribe for or to
convert any security into Infrastructure Shares (‘‘Rights’’) up to an aggregate nominal amount of
£180,000, provided that the authority conferred by this resolution shall expire on the fifth
anniversary of the date of the passing of this resolution (unless renewed, varied or revoked by the
Company in a general meeting), save that the Company shall be entitled to make offers or
agreements before the expiry of this authority which would or might require Infrastructure Shares to
be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot
Infrastructure Shares and grant Rights pursuant to any such offer or agreement as if this authority
had not expired;
1.3 in addition to existing authorities, the directors be and hereby are empowered pursuant to sections
570 and 573 of the Act to allot equity securities (which expression shall have the meaning ascribed
to it in section 560(1) of the Act) for cash pursuant to the authority conferred by paragraph 1.2 of
this resolution or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to
such allotment, provided that the power conferred by this paragraph 1.3 shall expire on the
conclusion of the annual general meeting of the Company to be held in 2012 (save that the
Company shall be entitled to make offers or agreements before the expiry of such power which
would or might require shares to be allotted and issued after such expiry and the directors shall be
entitled to allot shares pursuant to any such offer or agreement as if this power had not expired)
and provided further that this power shall be limited to:
(i) the allotment and issue of Infrastructure Shares with an aggregate nominal value of up to
£150,000 in connection with an offer for subscription;
(ii) the allotment and issue of Infrastructure Shares at an issue price of 1p per share with an
aggregate nominal value of up to 10% of the issued Infrastructure Share capital of the
Company from time to time to Foresight Group LLP in connection with performance incentive
arrangements with the Company; and
(iii) the allotment and issue of Infrastructure Shares with an aggregate nominal value of up to
10% of the issued Infrastructure Share capital of the Company from time to time
in each case where the proceeds may, in whole or part, be used to purchase Infrastructure Shares
in the Company;
1.4 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 Infrastructure Shares
(either for cancellation or for the retention as treasury shares for future re-issue or transfer)
provided that:
28

(i) the aggregate number of Infrastructure Shares which may be purchased shall not exceed
2,248,500;
(ii) the minimum price which may be paid per Infrastructure Share is 1p, the nominal value
thereof;
(iii) the maximum price which may be paid per Infrastructure Share is an amount equal to the
most recently published net asset value per Infrastructure Share prior to the date of purchase
(less transaction costs);
(iv) the authority conferred by this paragraph 1.4 shall expire on the conclusion of the annual
general meeting of the Company to be held in 2012, unless such authority is renewed prior to
such time; and
(v) the Company may make a contract to purchase Infrastructure 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 such
shares;
1.5. the amount standing to the credit of the share premium account of the Company attributable to the
issue of Infrastructure Shares, at the date an order is made confirming such cancellation by the
Court, be cancelled; and
1.6. the Foresight 1 Related Party Transactions (as defined, and details of which are set out, in the
Circular) between the Company and Foresight Group LLP be and hereby are approved.
2 That, subject to the passing of resolution 2 to be proposed at each of the Class Meetings and in
addition to existing authorities and the authorities conferred by Resolution 1 above:
2.1 the directors be and hereby are generally and unconditionally authorised in accordance with
section 551 of the Act to exercise all powers of the Company to allot and issue Ordinary Shares in
the Company up to an aggregate nominal amount of £28,694.27;
2.2 the directors be and hereby are empowered pursuant to section 570 and section 573 of the Act to
allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the
authority conferred by paragraph 2.1 of this resolution as if section 561(1) of the Act did not apply to
any such allotment, provided that this power shall be limited to the allotment of Ordinary Shares at
a price per share equal to the latest published net asset value of an existing Ordinary Share prior to
the date of allotment rounded up to the nearest £0.01 per share pursuant to, or in contemplation of,
an enhanced buyback scheme to be offered to all the holders of Ordinary Shares in the Company;
and
2.3 the Company be empowered to make market purchases (within the meaning of section 693(4) of
the Act) of its own Ordinary Shares by means of a tender offer to purchase up to 2,869,427 shares
at a fixed price equal to the latest published net asset value per Ordinary Share prior to the date of
purchase multiplied by 0.97 (rounded down to the nearest £0.01 per share), which fixed price shall,
for the purposes of section 701(3)(b) of the Act constitute both the maximum and minimum price
that may be paid for the shares purchased
and the authority and powers conferred by this resolution shall expire on the conclusion of the
annual general meeting of the Company to be held in 2012, save that the 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 offer or agreement notwithstanding that the authority conferred by this resolution has expired.
Dated 6 September 2011
By order of the Board Registered Office:
Foresight Fund Managers Limited ECA Court
Secretary 24-26 South Park
Sevenoaks
Kent
TN13 1DU
29

Notes:
1. None of the directors has a service contract. Each director has an appointment letter with the Company, a
copy of which will be available for inspection at the meeting.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of
the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001),
members must be registered in the register of members of the Company at 5.00 p.m. on 28 September 2011
(or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned
meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak
and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the
member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of
proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member’s
behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give
their instructions directly to them.
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. (GMT) Monday
to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the
UK, on +44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are
charged at national rates. Further details will be available from your service provider. Calls to the helpline from
outside the UK will be charged at applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For
legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the
proposals or provide financial, legal, tax or investment advice. A member should indicate in the box next to the
proxy holder’s name the number of shares in relation to which the proxy is authorised to act as the member’s
proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple
instructions being given.
5. A form of proxy is attached at the end of this document and a reply paid envelope is enclosed. To be valid, the
form of proxy should be lodged with the Company’s registrar, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 9.00 a.m. on 28 September
2011 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken
subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours
before the time appointed for taking the poll. A member may also return a proxy form in their own envelope
using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the General Meeting to be held on the above date and any adjournment(s) thereof by
using the procedures described in the CREST Manual. 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 service provider(s), who will be able to take the appropriate action on
their behalf. In order 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 UK & Ireland Limited’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, in
order to be valid, be transmitted so as to be received by the Company’s agent (ID:3RA50) by the latest time(s)
for receipt of proxy appointments specified in Note 5 above. 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 Company’s agent is able to retrieve the message by enquiry to 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. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 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. 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.
7. As at 5 September 2011 (being the last business day prior to the publication of this notice), The Company’s
issued voting share capital was 34,874,104 shares each carrying one vote each. Therefore, the total voting
rights in the Company as at 5 September 2011 were 34,874,104.
30

8. In accordance with section 325 of the Act, the right to appoint proxies does not apply to persons nominated to
receive information rights under section 146 of the Act.
9. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a ‘‘Nominated Person’’) may, in accordance with section 149(2) of the Act and under an
agreement between him/her and the member by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
10. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 5 above
does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by
members of the Company.
11. If a corporate shareholder has appointed a corporate representative, the corporate representative will have the
same powers as the corporation could exercise if it were an individual member of the Company. If more than
one corporate representative has been appointed, on a vote on a show of hands on a resolution, each
representative will have the same voting rights as the corporation would be entitled to. If more than one
authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the
power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the
same way, the power is treated as not exercised.
12 Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should the member subsequently decide to do so. A member can only appoint a proxy using the procedures
set out in these notes and the notes to the form of proxy.
13. Further information regarding the meeting is available on the Company’s website: www.foresightgroup.eu.
31

FORESIGHT VCT PLC
(Registered in England and Wales with registered number 03421340)
NOTICE OF ORDINARY SHARES CLASS MEETING
Notice is hereby given that a separate meeting of holders of ordinary shares of 1 pence in the capital of
Foresight VCT plc (‘‘the Company’’) will be held at 9.30 a.m. on 30 September 2011 (or as soon
thereafter as the General Meeting of the Company convened for 9.00 a.m. on that day has been
concluded or adjourned) at the offices of Martineau, 35 New Bridge Street, London EC4V 6BW for the
purpose of considering and, if thought fit, passing the following resolutions which will be proposed as
special resolutions:
1. That the holders of the ordinary shares of 1 pence each in the capital of the Company (‘‘Ordinary
Shares’’) hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 1 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 9.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Ordinary Shares.
2. That the holders of the Ordinary Shares hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 2 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 9.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Ordinary Shares.
Dated 6 September 2011
By order of the Board Registered Office:
Foresight Fund Managers Limited ECA Court
Secretary 24-26 South Park
Sevenoaks
Kent
TN13 1DU
32

Notes:
1 None of the directors has a service contract. Each director has an appointment letter with the Company, a
copy of which will be available for inspection at the meeting.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of
the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001),
members must be registered in the register of members of the Company at 5.00 p.m. on 28 September 2011
(or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned
meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak
and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the
member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of
proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member’s
behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give
their instructions directly to them.
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. (GMT) Monday
to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the
UK, on +44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are
charged at national rates. Further details will be available from your service provider. Calls to the helpline from
outside the UK will be charged at applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For
legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the
proposals or provide financial, legal, tax or investment advice. A member should indicate in the box next to the
proxy holder’s name the number of shares in relation to which the proxy is authorised to act as the member’s
proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple
instructions being given.
5. A form of proxy is attached at the end of this document and a reply paid envelope is enclosed. To be valid, the
form of proxy should be lodged with the Company’s registrar, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 9.30 a.m. on 28 September
2011 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken
subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours
before the time appointed for taking the poll. A member may also return a proxy form in their own envelope
using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the General Meeting to be held on the above date and any adjournment(s) thereof by
using the procedures described in the CREST Manual. 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 service provider(s), who will be able to take the appropriate action on
their behalf. In order 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 UK & Ireland Limited’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, in
order to be valid, be transmitted so as to be received by the Company’s agent (ID:3RA50) by the latest time(s)
for receipt of proxy appointments specified in Note 5 above. 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 Company’s agent is able to retrieve the message by enquiry to 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. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 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. 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.
7. As at 5 September 2011 (being the last business day prior to the publication of this notice), the Company’s
issued voting Ordinary Share capital was 28,694,271 Ordinary Shares each carrying one vote each.
Therefore, the total voting Ordinary Share rights in the Company as at 5 September 2011 were 28,694,271.
33

8. In accordance with section 325 of the Act, the right to appoint proxies does not apply to persons nominated to
receive information rights under section 146 of the Act.
9. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a ‘‘Nominated Person’’) may, in accordance with section 149(2) of the Act and under an
agreement between him/her and the member by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
10. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 5 above
does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by
members of the Company.
11. If a corporate shareholder has appointed a corporate representative, the corporate representative will have the
same powers as the corporation could exercise if it were an individual member of the Company. If more than
one corporate representative has been appointed, on a vote on a show of hands on a resolution, each
representative will have the same voting rights as the corporation would be entitled to. If more than one
authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the
power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the
same way, the power is treated as not exercised.
12 Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should the member subsequently decide to do so. A member can only appoint a proxy using the procedures
set out in these notes and the notes to the form of proxy.
13. Notice is hereby further given that the necessary quorum for the above meeting shall be holders of Ordinary
Shares present in person or by proxy holding not less than one-third of the paid up Ordinary Share capital and
that if within half an hour from the time appointed for the above meeting a quorum is not present it shall be
adjourned to 3 October 2011 at 9.00 a.m. at the offices of Foresight Group LLP, ECA Court, 24-26 South Park,
Sevenoaks, Kent TN13 1DU or as soon thereafter as may be arranged and at such adjourned meeting the
holders of Ordinary Shares present in person or by proxy shall be a quorum regardless of the number of
Ordinary Shares held.
14. Further information regarding the meeting is available on the Company’s website: www.foresightgroup.eu.
34

FORESIGHT VCT PLC
(Registered in England and Wales with registered number 03421340)
NOTICE OF PLANNED EXIT SHARES CLASS MEETING
Notice is hereby given that a separate meeting of holders of planned exit ordinary shares of 1 pence in
the capital of Foresight VCT plc (‘‘the Company’’) will be held at 9.35 a.m. on 30 September 2011 (or as
soon thereafter as the separate meeting of the holders of ordinary shares of 1p each in the capital of the
Company convened for 9.30 a.m. on that day has been concluded or adjourned) at the offices of
Martineau, 35 New Bridge Street, London EC4V 6BW for the purpose of considering and, if thought fit,
passing the following resolutions which will be proposed as special resolutions:
1. That, the holders of the planned exit ordinary shares of 1 pence each in the capital of the Company
(‘‘Planned Exit Shares’’) hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 1 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 9.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Planned Exit Shares.
2. That, the holders of the Planned Exit Shares hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 2 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 9.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Planned Exit Shares.
Dated 6 September 2011
By order of the Board Registered Office:
Foresight Fund Managers Limited ECA Court
Secretary 24-26 South Park
Sevenoaks
Kent
TN13 1DU
35

Notes:
1 None of the directors has a service contract. Each director has an appointment letter with the Company, a
copy of which will be available for inspection at the meeting.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of
the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulation 2001),
members must be registered in the register of members of the Company at 5.00 p.m. on 28 September 2011
(or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned
meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak
and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the
member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of
proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member’s
behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give
their instructions directly to them.
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. (GMT) Monday
to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the
UK, on +44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are
charged at national rates. Further details will be available from your service provider. Calls to the helpline from
outside the UK will be charged at applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For
legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the
proposals or provide financial, legal, tax or investment advice. A member should indicate in the box next to the
proxy holder’s name the number of shares in relation to which the proxy is authorised to act as the member’s
proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple
instructions being given.
5. A form of proxy is attached at the end of this document and a reply paid envelope is enclosed. To be valid, the
form of proxy should be lodged with the Company’s registrar, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 9.35 a.m. on 28 September
2011 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken
subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours
before the time appointed for taking the poll. A member may also return a proxy form in their own envelope
using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the General Meeting to be held on the above date and any adjournment(s) thereof by
using the procedures described in the CREST Manual. 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 service provider(s), who will be able to take the appropriate action on
their behalf. In order 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 UK & Ireland Limited’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, in
order to be valid, be transmitted so as to be received by the Company’s agent (ID:3RA50) by the latest time(s)
for receipt of proxy appointments specified in Note 5 above. 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 Company’s agent is able to retrieve the message by enquiry to 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. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 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. 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.
7. As at 5 September 2011 (being the last business day prior to the publication of this notice), the Company’s
issued voting Planned Exit Share capital was 6,179,833 Planned Exit Shares each carrying one vote each.
Therefore, the total voting Planned Exit Share rights in the Company as at 5 September 2011 were 6,179,833.
36

8. In accordance with section 325 of the Act, the right to appoint proxies does not apply to persons nominated to
receive information rights under section 146 of the Act.
9. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a ‘‘Nominated Person’’) may, in accordance with section 149(2) of the Act and under an
agreement between him/her and the member by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
10. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 5 above
does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by
members of the Company.
11. If a corporate shareholder has appointed a corporate representative, the corporate representative will have the
same powers as the corporation could exercise if it were an individual member of the Company. If more than
one corporate representative has been appointed, on a vote on a show of hands on a resolution, each
representative will have the same voting rights as the corporation would be entitled to. If more than one
authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the
power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the
same way, the power is treated as not exercised.
12 Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should the member subsequently decide to do so. A member can only appoint a proxy using the procedures
set out in these notes and the notes to the form of proxy.
13. Notice is hereby further given that the necessary quorum for the above meeting shall be holders of Planned
Exit Shares present in person or by proxy holding not less than one-third of the paid up Planned Exit Share
capital and that if within half an hour from the time appointed for the above meeting a quorum is not present it
shall be adjourned to 3 October 2011 at 9.05 a.m. at the offices of Foresight Group LLP, ECA Court, 24-26
South Park, Sevenoaks, Kent TN13 1DU or as soon thereafter as may be arranged and at such adjourned
meeting the holders of Planned Exit Shares present in person or by proxy shall be a quorum regardless of the
number of Planned Exit Shares held.
14. Further information regarding the meeting is available on the Company’s website: www.foresightgroup.eu.
37

FORESIGHT 2 VCT PLC
(Registered in England and Wales with registered number 05200494)
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Foresight 2 VCT plc (‘‘the Company’’) will be held at
10.00 a.m. on 30 September 2011 at the offices of Martineau, 35 New Bridge Street, London EC4V 6BW
for the purposes of considering and, if thought fit, passing the following resolutions, which will be
proposed as special resolutions.
1. That, subject to the passing of resolution 1 to be proposed at each of the separate meetings of the
holders of ordinary shares of 1p each in the capital of the Company, the holders of C ordinary
shares of 1p each in the capital of the Company and the holders of the planned exit ordinary shares
of 1p each in the capital of the Company convened for 10.30 a.m., 10.35 a.m. and 10.40 a.m. on
30 September 2011 respectively (‘‘Class Meetings’’):
1.1 the articles of association of the Company (‘‘the Articles’’) be and hereby are amended to allow for
the creation and issue of infrastructure ordinary shares of 1p each (‘‘Infrastructure Shares’’), in
particular to reflect the rights and restrictions to be attached to such Infrastructure Shares as set
out in Part III of the Circular, a copy of the Articles as so amended being tabled at the meeting and
initialed by the chairman for the purposes of identification.
1.2 in addition to existing authorities, the directors be and are hereby generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 (’’Act’’) to exercise all the
powers of the Company to allot Infrastructure Shares in the Company and to grant rights to
subscribe for or to convert any security into Infrastructure Shares in the Company (‘‘Rights’’) up to
an aggregate nominal amount of £180,000, provided that the authority conferred by this resolution
shall expire on the fifth anniversary of the date of the passing of this resolution (unless renewed,
varied or revoked by the Company in a general meeting), save that the Company shall be entitled
to make offers or agreements before the expiry of this authority which would or might require
shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to
allot shares and grant Rights pursuant to any such offer or agreement as if the authority had not
expired;
1.3 in addition to existing authorities, the directors be and hereby are empowered pursuant to sections
570 and 573 of the Act to allot equity securities (which expression shall have the meaning ascribed
to it in section 560(1) of the Act) for cash pursuant to the authority conferred by paragraph 1.2 of
this resolution or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to
such allotment, provided that the power conferred by this paragraph 1.3 shall expire on the
conclusion of the annual general meeting of the Company to be held in 2012 (save that the
Company shall be entitled to make offers or agreements before the expiry of such power which
would or might require shares to be allotted and issued after such expiry and the directors shall be
entitled to allot shares pursuant to any such offer or agreement as if this power had not expired)
and provided further that this power shall be limited to:
(i) the allotment and issue of Infrastructure Shares with an aggregate nominal value of up to
£150,000 in connection with an offer for subscription;
(ii) the allotment and issue of Infrastructure Shares at an issue price of 1p per share with an
aggregate nominal value of up to 10% of the issued Infrastructure Share capital of the
Company from time to time to Foresight Group LLP in connection with performance incentive
arrangements with the Company;
(iii) the allotment and issue of Infrastructure Shares with an aggregate nominal value of up to
10% of the issued Infrastructure Share capital of the Company from time to time
in each case where the proceeds may, in whole or part, be used to purchase Infrastructure Shares
in the Company;
1.4 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 Infrastructure Shares
(either for cancellation or for the retention as treasury shares for future re-issue or transfer)
provided that:
38

(i) the aggregate number of Infrastructure Shares which may be purchased shall not exceed
2,248,500;
(ii) the minimum price which may be paid per Infrastructure Share is 1p, the nominal value
thereof;
(iii) the maximum price which may be paid per Infrastructure Share is an amount equal to the
most recently published net asset value per Infrastructure Share prior to the date of purchase
(less transaction costs);
(iv) the authority conferred by this paragraph 1.4 shall expire on the conclusion of the annual
general meeting of the Company to be held in 2012, unless such authority is renewed prior to
such time; and
(v) the Company may make a contract to purchase Infrastructure 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 such
shares;
1.5. the amount standing to the credit of the share premium account of the Company attributable to the
issue of Infrastructure Shares, at the date an order is made confirming such cancellation by the
Court, be cancelled; and
1.6. the Foresight 2 Related Party Transactions (as defined, and details of which are set out, in the
Circular) between the Company and Foresight Group LLP be and hereby are approved.
2. That, subject to the passing of resolution 2 to be proposed at each of the Class Meetings and in
addition to existing authorities and the authorities conferred by Resolution 1 above:
2.1 the directors be and hereby are generally and unconditionally authorised in accordance with
section 551 of the Act to exercise all powers of the Company to allot and issue ordinary shares of
1p each in the capital of the Company (‘‘Ordinary Shares’’) up to an aggregate nominal amount of
£21,088.34;
2.2 the directors be and hereby are empowered pursuant to section 570 and section 573 of the Act to
allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the
authority conferred by paragraph 2.1 of this resolution as if section 561(1) of the Act did not apply to
any such allotment, provided that this power shall be limited to the allotment of Ordinary Shares at
a price per share equal to the latest published net asset value of an existing share prior to the date
of allotment rounded up to the nearest £0.01 per share pursuant to, or in contemplation of, an
enhanced buyback scheme to be offered to all the holders of Ordinary Shares in the Company; and
2.3 the Company be empowered to make market purchases (within the meaning of section 693(4) of
the Act) of its own Ordinary Shares by means of a tender offer to purchase up to 2,108,834 shares
at a fixed price equal to the latest published net asset value per Ordinary Share prior to the date of
purchase and rounded down to the nearest £0.01 per share multiplied by 0.97 (rounded down to
the nearest £0.01), which fixed price shall, for the purposes of section 701(3)(b) of the Act
constitute both the maximum and minimum price that may be paid for the shares purchased and
the authority and powers conferred by this resolution shall expire on the conclusion of the annual
general meeting of the Company to be held in 2012, save that the 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 offer or
agreement notwithstanding that the authority conferred by this resolution has expired.
3. That, subject to the passing of resolution 3 to be proposed at each of the Class Meetings and in
addition to existing authorities and the authorities conferred by Resolutions 1 and 2 above:
3.1 the directors be and hereby are generally and unconditionally authorised in accordance with
section 551 of the Act to exercise all powers of the Company to allot and issue C ordinary shares of
1p each in the capital of the Company (‘‘C Shares’’) up to an aggregate nominal amount of
£24,699.44;
3.2 the directors be and hereby are empowered pursuant to section 570 and section 573 of the Act to
allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the
authority conferred by paragraph 3.1 of this resolution as if section 561(1) of the Act did not apply to
any such allotment, provided that this power shall be limited to the allotment of C Shares at a price
39

per share equal to the latest published net asset value of an existing share prior to the date of
allotment rounded up to the nearest £0.01 per share pursuant to, or in contemplation of, an
enhanced buyback scheme to be offered to all the holders of C Shares in the Company; and
3.3 the Company be empowered to make market purchases (within the meaning of section 693(4) of
the Act) of its own C Shares by means of a tender offer to purchase up to 2,469,944 shares at a
fixed price equal to the latest published net asset value per C Share prior to the date of purchase
and rounded down to the nearest £0.01 per share multiplied by 0.97 (rounded down to the nearest
£0.01), which fixed price shall, for the purposes of section 701(3)(b) of the Act constitute both the
maximum and minimum price that may be paid for the shares purchased
and the authority and powers conferred by this resolution shall expire on the conclusion of the
annual general meeting of the Company to be held in 2012, save that the Company may, before
such expiry, make offers or agreements which would or might require C Shares to be allotted and
purchased and the directors may allot and purchase C Shares in pursuance of such offer or
agreement notwithstanding that the authority conferred by this resolution has expired.
Dated 6 September 2011
By order of the Board Registered Office:
Foresight Fund Managers Limited ECA Court
Secretary 24-26 South Park
Sevenoaks
Kent
TN13 1DU
Notes:
1 None of the directors has a service contract. Each director has an appointment letter with the Company, a
copy of which will be available for inspection at the meeting. A copy of the articles of association as will be
amended pursuant to Resolution 1 will be on display at the meeting and at the Company’s registered office
from the date of this notice through to the close of the meeting and available for inspection.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of
the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001),
members must be registered in the register of members of the Company at 5.00 p.m. on 28 September 2011
(or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned
meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak
and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the
member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of
proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member’s
behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give
their instructions directly to them.
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. (GMT) Monday
to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the
UK, on +44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are
charged at national rates. Further details will be available from your service provider. Calls to the helpline from
outside the UK will be charged at applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For
legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the
proposals or provide financial, legal, tax or investment advice. A member should indicate in the box next to the
proxy holder’s name the number of shares in relation to which the proxy is authorised to act as the member’s
proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple
instructions being given.
5. A form of proxy is attached at the end of this document and a reply paid envelope is enclosed. To be valid, the
form of proxy should be lodged with the Company’s registrar, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 10.00 a.m. on 28 September
2011 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken
subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours
before the time appointed for taking the poll. A member may also return a proxy form in their own envelope
using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
40

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the General Meeting to be held on the above date and any adjournment(s) thereof by
using the procedures described in the CREST Manual. 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 service provider(s), who will be able to take the appropriate action on
their behalf. In order 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 UK & Ireland Limited’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, in
order to be valid, be transmitted so as to be received by the Company’s agent (ID:3RA50) by the latest time(s)
for receipt of proxy appointments specified in Note 5 above. 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 Company’s agent is able to retrieve the message by enquiry to 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. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 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. 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.
7. As at 5 September 2011 (being the last business day prior to the publication of this notice), The Company’s
issued voting share capital was 51,967,621 shares each carrying one vote each. Therefore, the total voting
rights in the Company as at 5 September 2011 were 51,967,621.
8. In accordance with section 325 of the Act, the right to appoint proxies does not apply to persons nominated to
receive information rights under section 146 of the Act.
9. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a ‘‘Nominated Person’’) may, in accordance with section 149(2) of the Act and under an
agreement between him/her and the member by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
10. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 5 above
does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by
members of the Company.
11. If a corporate shareholder has appointed a corporate representative, the corporate representative will have the
same powers as the corporation could exercise if it were an individual member of the Company. If more than
one corporate representative has been appointed, on a vote on a show of hands on a resolution, each
representative will have the same voting rights as the corporation would be entitled to. If more than one
authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the
power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the
same way, the power is treated as not exercised.
12 Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should the member subsequently decide to do so. A member can only appoint a proxy using the procedures
set out in these notes and the notes to the form of proxy.
13. Further information regarding the meeting is available on the Company’s website: www.foresightgroup.eu.
41

FORESIGHT 2 VCT PLC
(Registered in England and Wales with registered number 05200494)
NOTICE OF ORDINARY SHARES CLASS MEETING
Notice is hereby given that a separate meeting of holders of ordinary shares of 1 pence in the capital of
Foresight 2 VCT plc (‘‘the Company’’) will be held at 10.30 a.m. on 30 September 2011 (or as soon
thereafter as the General Meeting of the Company convened for 10.00 a.m. on that day has been
concluded or adjourned) at the offices of Martineau, 35 New Bridge Street, London EC4V 6BW for the
purpose of considering and, if thought fit, passing the following resolutions which will be proposed as
special resolutions:
1. That the holders of the ordinary shares of 1 pence each in the capital of the Company (‘‘Ordinary
Shares’’) hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 1 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Ordinary Shares.
2. That the holders of the Ordinary Shares hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 2 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Ordinary Shares.
3. That, the holders of the Ordinary Shares hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 3 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Ordinary Shares.
Dated 6 September 2011
By order of the Board Registered Office:
Foresight Fund Managers Limited ECA Court
Secretary 24-26 South Park
Sevenoaks
Kent
TN13 1DU
42

Notes:
1 None of the directors has a service contract. Each director has an appointment letter with the Company, a
copy of which will be available for inspection at the meeting.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of
the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001),
members must be registered in the register of members of the Company at 5.00 p.m. on 28 September 2011
(or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned
meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak
and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the
member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of
proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member’s
behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give
their instructions directly to them.
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. (GMT) Monday
to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the
UK, on +44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are
charged at national rates. Further details will be available from your service provider. Calls to the helpline from
outside the UK will be charged at applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For
legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the
proposals or provide financial, legal, tax or investment advice. A member should indicate in the box next to the
proxy holder’s name the number of shares in relation to which the proxy is authorised to act as the member’s
proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple
instructions being given.
5. A form of proxy is attached at the end of this document and a reply paid envelope is enclosed. To be valid, the
form of proxy should be lodged with the Company’s registrar, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 10.30 a.m. on 28 September
2011 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken
subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours
before the time appointed for taking the poll. A member may also return a proxy form in their own envelope
using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the General Meeting to be held on the above date and any adjournment(s) thereof by
using the procedures described in the CREST Manual. 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 service provider(s), who will be able to take the appropriate action on
their behalf. In order 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 UK & Ireland Limited’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, in
order to be valid, be transmitted so as to be received by the Company’s agent (ID:3RA50) by the latest time(s)
for receipt of proxy appointments specified in Note 5 above. 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 Company’s agent is able to retrieve the message by enquiry to 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. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 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. 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.
7. As at 5 September 2011 (being the last business day prior to the publication of this notice), the Company’s
issued voting Ordinary Share capital was 21,088,348 Ordinary Shares each carrying one vote each.
Therefore, the total voting Ordinary Share rights in the Company as at 5 September 2011 were 21,088,348.
43

8. In accordance with section 325 of the Act, the right to appoint proxies does not apply to persons nominated to
receive information rights under section 146 of the Act.
9. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a ‘‘Nominated Person’’) may, in accordance with section 149(2) of the Act and under an
agreement between him/her and the member by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
10. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 5 above
does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by
members of the Company.
11. If a corporate shareholder has appointed a corporate representative, the corporate representative will have the
same powers as the corporation could exercise if it were an individual member of the Company. If more than
one corporate representative has been appointed, on a vote on a show of hands on a resolution, each
representative will have the same voting rights as the corporation would be entitled to. If more than one
authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the
power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the
same way, the power is treated as not exercised.
12 Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should the member subsequently decide to do so. A member can only appoint a proxy using the procedures
set out in these notes and the notes to the form of proxy.
13. Notice is hereby further given that the necessary quorum for the above meeting shall be holders of Ordinary
Shares present in person or by proxy holding not less than one-third of the paid up Ordinary Share capital and
that if within half an hour from the time appointed for the above meeting a quorum is not present it shall be
adjourned to 3 October 2011 at 9.10 a.m. at the offices of Foresight Group LLP, ECA Court, 24-26 South Park,
Sevenoaks, Kent TN13 1DU or as soon thereafter as may be arranged and at such adjourned meeting the
holders of Ordinary Shares present in person or by proxy shall be a quorum regardless of the number of
Ordinary Shares held.
14. Further information regarding the meeting is available on the Company’s website: www.foresightgroup.eu.
44

FORESIGHT 2 VCT PLC
(Registered in England and Wales with registered number 05200494)
NOTICE OF C SHARES CLASS MEETING
Notice is hereby given that a separate meeting of holders of C ordinary shares of 1 pence in the capital of
Foresight 2 VCT plc (‘‘the Company’’) will be held at 10.35 a.m. on 30 September 2011 (or as soon
thereafter as the separate meeting of the holders of ordinary shares of 1p each in the capital of the
Company convened for 10.30 a.m. on that day has been concluded or adjourned) at the offices of
Martineau, 35 New Bridge Street, London EC4V 6BW for the purpose of considering and, if thought fit,
passing the following resolutions which will be proposed as special resolutions:
1. That, the holders of the C ordinary shares of 1 pence each in the capital of the Company (‘‘C
Shares’’) hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 1 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) any effect on, variation, abrogation, dealing with and/or deemed variation or abrogation of the
rights and privileges attached to the C Shares which will, or may, result from the passing and
carrying into effect of the said resolution and notwithstanding that the passing and carrying
into effect of such resolution may affect the rights and privileges attached to such C Shares.
2. That, the holders of the C Shares hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 2 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) any effect on, variation, abrogation, dealing with and/or deemed variation or abrogation of the
rights and privileges attached to the C Shares which will, or may, result from the passing and
carrying into effect of the said resolution and notwithstanding that the passing and carrying
into effect of such resolution may affect the rights and privileges attached to such C Shares.
3. That, the holders of the C Shares hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 3 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) any effect on, variation, abrogation, dealing with and/or deemed variation or abrogation of the
rights and privileges attached to the C Shares which will, or may, result from the passing and
carrying into effect of the said resolution and notwithstanding that the passing and carrying
into effect of such resolution may affect the rights and privileges attached to such C Shares.
Dated 6 September 2011
By order of the Board Registered Office:
Foresight Fund Managers Limited ECA Court
Secretary 24-26 South Park
Sevenoaks
Kent
TN13 1DU
45

Notes:
1 None of the directors has a service contract. Each director has an appointment letter with the Company, a
copy of which will be available for inspection at the meeting.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of
the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001),
members must be registered in the register of members of the Company at 5.00 p.m. on 28 September 2011
(or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned
meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak
and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the
member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of
proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member’s
behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give
their instructions directly to them.
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. (GMT) Monday
to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the
UK, on +44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are
charged at national rates. Further details will be available from your service provider. Calls to the helpline from
outside the UK will be charged at applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For
legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the
proposals or provide financial, legal, tax or investment advice. A member should indicate in the box next to the
proxy holder’s name the number of shares in relation to which the proxy is authorised to act as the member’s
proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple
instructions being given.
5. A form of proxy is attached at the end of this document and a reply paid envelope is enclosed. To be valid, the
form of proxy should be lodged with the Company’s registrar, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 10.35 a.m. on 28 September
2011 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken
subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours
before the time appointed for taking the poll. A member may also return a proxy form in their own envelope
using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the General Meeting to be held on the above date and any adjournment(s) thereof by
using the procedures described in the CREST Manual. 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 service provider(s), who will be able to take the appropriate action on
their behalf. In order 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 UK & Ireland Limited’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, in
order to be valid, be transmitted so as to be received by the Company’s agent (ID:3RA50) by the latest time(s)
for receipt of proxy appointments specified in Note 5 above. 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 Company’s agent is able to retrieve the message by enquiry to 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. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 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. 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.
7. As at 5 September 2011 (being the last business day prior to the publication of this notice), the Company’s
issued voting C Share capital was 24,699,440 C Shares each carrying one vote each. Therefore, the total
voting C Share rights in the Company as at 5 September 2011 were 24,669,440.
46

8. In accordance with section 325 of the Act, the right to appoint proxies does not apply to persons nominated to
receive information rights under section 146 of the Act.
9. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a ‘‘Nominated Person’’) may, in accordance with section 149(2) of the Act and under an
agreement between him/her and the member by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
10. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 5 above
does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by
members of the Company.
11. If a corporate shareholder has appointed a corporate representative, the corporate representative will have the
same powers as the corporation could exercise if it were an individual member of the Company. If more than
one corporate representative has been appointed, on a vote on a show of hands on a resolution, each
representative will have the same voting rights as the corporation would be entitled to. If more than one
authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the
power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the
same way, the power is treated as not exercised.
12 Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should the member subsequently decide to do so. A member can only appoint a proxy using the procedures
set out in these notes and the notes to the form of proxy.
13. Notice is hereby further given that the necessary quorum for the above meeting shall be holders of C Shares
present in person or by proxy holding not less than one-third of the paid up C Share capital and that if within
half an hour from the time appointed for the above meeting a quorum is not present it shall be adjourned to
3 October 2011 at 9.15 a.m. at the offices of Foresight Group LLP, ECA Court, 24-26 South Park, Sevenoaks,
Kent TN13 1DU or as soon thereafter as may be arranged and at such adjourned meeting the holders of C
Shares present in person or by proxy shall be a quorum regardless of the number of C Shares held.
14. Further information regarding the meeting is available on the Company’s website: www.foresightgroup.eu.
47

FORESIGHT 2 VCT PLC
(Registered in England and Wales with registered number 05200494)
NOTICE OF PLANNED EXIT SHARES CLASS MEETING
Notice is hereby given that a separate meeting of holders of planned exit ordinary shares of 1 pence in
the capital of Foresight 2 VCT plc (‘‘the Company’’) will be held at 10.40 a.m. on 30 September 2011 (or
as soon thereafter as the separate meeting of the holders of C ordinary shares of 1p each in the capital
of the Company convened for 10.35 a.m. on that day has been concluded or adjourned) at the offices of
Martineau, 35 New Bridge Street, London EC4V 6BW for the purpose of considering and, if thought fit,
passing the following resolutions which will be proposed as special resolutions:
1. That, the holders of the planned exit ordinary shares of 1 pence each in the capital of the Company
(‘‘Planned Exit Shares’’) hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 1 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Planned Exit Shares.
2. That, the holders of the Planned Exit Shares hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 2 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Planned Exit Shares.
3. That, the holders of the Planned Exit Shares hereby sanction, approve and consent to:
(i) the passing and carrying into effect of Resolution 3 (as a special resolution of the Company)
set out in the notice of General Meeting of the Company convened for 10.00 a.m. on
30 September 2011 (a copy of which is produced to the meeting and signed by the chairman
for the purposes of identification); and
(ii) 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 said resolution and notwithstanding that the passing
and carrying into effect of such resolution may affect the rights and privileges attached to
such Planned Exit Shares.
Dated 6 September 2011
By order of the Board Registered Office:
Foresight Fund Managers Limited ECA Court
Secretary 24-26 South Park
Sevenoaks
Kent
TN13 1DU
48

Notes:
1. None of the directors has a service contract. Each director has an appointment letter with the Company, a
copy of which will be available for inspection at the meeting.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of
the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001),
members must be registered in the register of members of the Company at 5.00 p.m. on 28 September 2011
(or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned
meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak
and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the
member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of
proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member’s
behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give
their instructions directly to them.
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. (GMT) Monday
to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the
UK, on +44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are
charged at national rates. Further details will be available from your service provider. Calls to the helpline from
outside the UK will be charged at applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For
legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the
proposals or provide financial, legal, tax or investment advice. A member should indicate in the box next to the
proxy holder’s name the number of shares in relation to which the proxy is authorised to act as the member’s
proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple
instructions being given.
5. A form of proxy is attached at the end of this document and a reply paid envelope is enclosed. To be valid, the
form of proxy should be lodged with the Company’s registrar, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 10.40 a.m. on 28 September
2011 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken
subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours
before the time appointed for taking the poll. A member may also return a proxy form in their own envelope
using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the General Meeting to be held on the above date and any adjournment(s) thereof by
using the procedures described in the CREST Manual. 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 service provider(s), who will be able to take the appropriate action on
their behalf. In order 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 UK & Ireland Limited’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, in
order to be valid, be transmitted so as to be received by the Company’s agent (ID:3RA50) by the latest time(s)
for receipt of proxy appointments specified in Note 5 above. 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 Company’s agent is able to retrieve the message by enquiry to 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. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 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. 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.
7. As at 5 September 2011 (being the last business day prior to the publication of this notice), the Company’s
issued voting Planned Exit Share capital was 6,179,833 Planned Exit Shares each carrying one vote each.
Therefore, the total voting Planned Exit Share rights in the Company as at 5 September 2011 were 6,179,833.
49

8. In accordance with section 325 of the Act, the right to appoint proxies does not apply to persons nominated to
receive information rights under section 146 of the Act.
9. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a ‘‘Nominated Person’’) may, in accordance with section 149(2) of the Act and under an
agreement between him/her and the member by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
10. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 5 above
does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by
members of the Company.
11. If a corporate shareholder has appointed a corporate representative, the corporate representative will have the
same powers as the corporation could exercise if it were an individual member of the Company. If more than
one corporate representative has been appointed, on a vote on a show of hands on a resolution, each
representative will have the same voting rights as the corporation would be entitled to. If more than one
authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the
power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the
same way, the power is treated as not exercised.
12 Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should the member subsequently decide to do so. A member can only appoint a proxy using the procedures
set out in these notes and the notes to the form of proxy.
13. Notice is hereby further given that the necessary quorum for the above meeting shall be holders of Planned
Exit Shares present in person or by proxy holding not less than one-third of the paid up Planned Exit Share
capital and that if within half an hour from the time appointed for the above meeting a quorum is not present it
shall be adjourned to 3 October 2011 at 9.20 a.m. at the offices of Foresight Group LLP, ECA Court, 24-26
South Park, Sevenoaks, Kent TN13 1DU or as soon thereafter as may be arranged and at such adjourned
meeting the holders of Planned Exit Shares present in person or by proxy shall be a quorum regardless of the
number of Planned Exit Shares held.
14. Further information regarding the meeting is available on the Company’s website: www.foresightgroup.eu.
50

--------------% -------------------------------------------------------------------------------------------------------------
FORESIGHT VCT PLC
PROXY FOR THE GENERAL MEETING
FSTT 01
I/We (BLOCK CAPITALS PLEASE)..................................................................................................................
of..............................................................................................................................................................
being a shareholder(s) of the above-named Company, appoint the Chairman of the General Meeting or
.................................................................................................................................................................
for the following number of shares (insert amount or ‘‘all’’)
.................................................................................................................................................................
to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to
be held at offices of Martineau, 35 New Bridge Street, London EC4V 6BW (see note 1 below) and at
every adjournment thereof and to vote for me/us on my/our behalf as directed below.
Please indicate with an ‘X’ if this is one of multiple proxy instructions being given
The proxy is directed to vote as follows:
Special Resolutions For Against
Resolution 1 Composite resolution to approve the
creation and issue of Infrastructure
Shares and related matters
Resolution 2 Composite resolution to approve the
issue and repurchase of Ordinary
Shares in connection with an
enhanced buyback scheme
Vote
Withheld
Signature .................................................................. Dated ................................................................ 2011
Notes:
1. The notice of the General Meeting is set out in the circular to shareholders of the Company dated 6 September 2011.
2. If any other proxy is preferred, strike out the words ‘‘Chairman of the General Meeting’’ and add the name and address of the
proxy you wish to appoint. The proxy need not be a member.
3. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than
one proxy, (an) additional form(s) of proxy should be obtained by contacting the Company’s registrar, Computershare
Investor Services PLC between 9.00 am and 5.00 p.m. (GMT) Monday to Friday (except UK public holidays) on telephone
number 0870 703 6383 or, if telephoning from outside the UK, on +44 870 703 6383. Calls to Computershare Investor
Services PLC helpline (0870 703 6383) are charged at national rates. Further details will be available from your service
provider. Calls to the helpline from outside of the UK will be charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
For legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the proposals or
provide financial, legal, tax or investment advice. A member should indicate in the box next to the proxy holder’s name the
number of shares in relation to which the proxy is authorised to act as the member’s proxy. A member should also indicate
by ticking the box provided if the proxy instruction is one of multiple instructions being given
Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.
4. Any alterations to the form should be initialed.
5. If the appointer is a corporation, this form must be completed under its common seal or under the hand of an officer or
attorney duly authorised in writing.
6. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
7. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of such power must reach the registrars of the Company at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time appointed for holding the General Meeting or
adjournment as the case may be. A reply paid envelope is enclosed for use. A member may also return a proxy form in their
own envelope using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
8. The completion of this form will not preclude a member from attending the General Meeting and voting in person.
51

--------------% -------------------------------------------------------------------------------------------------------------
FORESIGHT VCT PLC
PROXY FOR THE ORDINARY SHARE CLASS MEETING
FSTT 02
I/We (BLOCK CAPITALS PLEASE)..................................................................................................................
of..............................................................................................................................................................
being a shareholder(s) of the above-named Company, appoint the Chairman of the Ordinary Share
Class Meeting or
.................................................................................................................................................................
for the following number of Ordinary Shares (insert amount or ‘‘all’’)
.................................................................................................................................................................
to act as my/our proxy to vote for me/us and on my/our behalf at the Ordinary Share Class Meeting of the
Company to be held at offices of Martineau, 35 New Bridge Street, London EC4V 6BW (see note 1
below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.
Please indicate with an ‘X’ if this is one of multiple proxy instructions being given
The proxy is directed to vote as follows:
Special Resolutions For Against
To approve Resolution 1 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
To approve Resolution 2 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
Vote
Withheld
Signature .................................................................. Dated ................................................................ 2011
Notes:
1. The notice of the Ordinary Share Class Meeting is set out in the circular to shareholders of the Company dated 6 September
2011.
2. If any other proxy is preferred, strike out the words ‘‘Chairman of the Ordinary Share Class Meeting’’ and add the name and
address of the proxy you wish to appoint. The proxy need not be a member.
3. A holder of Ordinary Shares may appoint more than one proxy provided each proxy is appointed to exercise rights attached
to different Ordinary Shares. A member may not appoint more than one proxy to exercise rights attached to any one
Ordinary Share. To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 am and 5.00 p.m. (GMT) Monday to
Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the UK, on
+44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are charged at national rates.
Further details will be available from your service provider. Calls to the helpline from outside of the UK will be charged at
applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. For legal reasons, Computershare Investor Services PLC will be
unable to give advice on the merits of the proposals or provide financial, legal, tax or investment advice. A holder of Ordinary
Shares should indicate in the box next to the proxy holder’s name the number of Ordinary Shares in relation to which the
proxy is authorised to act as the member’s proxy. A holder of Ordinary Shares should also indicate by ticking the box
provided if the proxy instruction is one of multiple instructions being given.
Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.
4. Any alterations to the form should be initialed.
5. If the appointer is a corporation, this form must be completed under its common seal or under the hand of an officer or
attorney duly authorised in writing.
6. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
7. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of such power must reach the registrars of the Company at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time appointed for holding the Ordinary Share Class
Meeting or adjournment as the case may be. A reply paid envelope is enclosed for use. A member may also return a proxy
form in their own envelope using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY.
8. The completion of this form will not preclude a holder of Ordinary Shares from attending the Ordinary Share Class Meeting
and voting in person.
53

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FORESIGHT VCT PLC
FSTT 03
PROXY FOR THE PLANNED EXIT SHARE CLASS MEETING
I/We (BLOCK CAPITALS PLEASE)..................................................................................................................
of..............................................................................................................................................................
being a shareholder(s) of the above-named Company, appoint the Chairman of the Planned Exit Share
Class Meeting or
.................................................................................................................................................................
for the following number of Planned Exit Shares (insert amount or ‘‘all’’)
.................................................................................................................................................................
to act as my/our proxy to vote for me/us and on my/our behalf at the Planned Exit Share Class Meeting
of the Company to be held at offices of Martineau, 35 New Bridge Street, London EC4V 6BW (see note 1
below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.
Please indicate with an ‘X’ if this is one of multiple proxy instructions being given
The proxy is directed to vote as follows:
Special Resolution For Against
To approve Resolution 1 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
To approve Resolution 2 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
Vote
Withheld
Signature .................................................................. Dated ................................................................ 2011
Notes:
1. The notice of the Planned Exit Share Class Meeting is set out in the circular to shareholders of the Company dated
6 September 2011.
2. If any other proxy is preferred, strike out the words ‘‘Chairman of the Planned Exit Share Class Meeting’’ and add the name
and address of the proxy you wish to appoint. The proxy need not be a member.
3. A holder of Planned Exit Shares may appoint more than one proxy provided each proxy is appointed to exercise rights
attached to different Planned Exit Shares. A member may not appoint more than one proxy to exercise rights attached to any
one Planned Exit Share. To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting
the Company’s registrar, Computershare Investor Services PLC between 9.00 am and 5.00 p.m. (GMT) Monday to
Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the UK, on
+44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are charged at national rates.
Further details will be available from your service provider. Calls to the helpline from outside of the UK will be charged at
applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. For legal reasons, Computershare Investor Services PLC will be
unable to give advice on the merits of the proposals or provide financial, legal, tax or investment advice. A holder of Planned
Exit Shares should indicate in the box next to the proxy holder’s name the number of Planned Exit Shares in relation to which
the proxy is authorised to act as the member’s proxy. A holder of Planned Exit Shares should also indicate by ticking the box
provided if the proxy instruction is one of multiple instructions being given.
Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.
4. Any alterations to the form should be initialed.
5. If the appointer is a corporation, this form must be completed under its common seal or under the hand of an officer or
attorney duly authorised in writing.
6. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
7. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of such power must reach the registrars of the Company at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time appointed for holding the Planned Exit Share
Class Meeting or adjournment as the case may be. A reply paid envelope is enclosed for use. A member may also return a
proxy form in their own envelope using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY.
8. The completion of this form will not preclude a holder of Planned Exit Shares from attending the Planned Exit Share Class
Meeting and voting in person.
55

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FORESIGHT 2 VCT PLC
PROXY FOR THE GENERAL MEETING
FST2 05
I/We (BLOCK CAPITALS PLEASE)..................................................................................................................
of..............................................................................................................................................................
being a shareholder(s) of the above-named Company, appoint the Chairman of the General Meeting or
.................................................................................................................................................................
for the following number of shares (insert amount or ‘‘all’’)
.................................................................................................................................................................
to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to
be held at offices of Martineau, 35 New Bridge Street, London EC4V 6BW (see note 1 below) and at
every adjournment thereof and to vote for me/us on my/our behalf as directed below.
Please indicate with an ‘X’ if this is one of multiple proxy instructions being given
The proxy is directed to vote as follows:
Special Resolutions For Against
Resolution 1 Composite resolution to approve the
creation and issue of Infrastructure
Shares and related matters
Resolution 2 Composite resolution to approve the
issue and repurchase of Ordinary
Shares in connection with an
enhanced buyback scheme
Resolution 3 Composite resolution to approve the
issue and repurchase of C Shares in
connection with an enhanced
buyback scheme
Vote
Withheld
Signature .................................................................. Dated ................................................................ 2011
Notes:
1. The notice of the General Meeting is set out in the circular to shareholders of the Company dated 6 September 2011.
2. If any other proxy is preferred, strike out the words ‘‘Chairman of the General Meeting’’ and add the name and address of the
proxy you wish to appoint. The proxy need not be a member.
3. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than
one proxy, (an) additional form(s) of proxy should be obtained by contacting the Company’s registrar, Computershare
Investor Services PLC between 9.00 am and 5.00 p.m. (GMT) Monday to Friday (except UK public holidays) on telephone
number 0870 703 6383 or, if telephoning from outside the UK, on +44 870 703 6383. Calls to Computershare Investor
Services PLC helpline (0870 703 6383) are charged at national rates. Further details will be available from your service
provider. Calls to the helpline from outside of the UK will be charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
For legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the proposals or
provide financial, legal, tax or investment advice. A member should indicate in the box next to the proxy holder’s name the
number of shares in relation to which the proxy is authorised to act as the member’s proxy. A member should also indicate
by ticking the box provided if the proxy instruction is one of multiple instructions being given.
Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.
4. Any alterations to the form should be initialed.
5. If the appointer is a corporation, this form must be completed under its common seal or under the hand of an officer or
attorney duly authorised in writing.
6. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
7. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of such power must reach the registrars of the Company at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time appointed for holding the General Meeting or
adjournment as the case may be. A reply paid envelope is enclosed for use. A member may also return a proxy form in their
own envelope using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
8. The completion of this form will not preclude a member from attending the General Meeting and voting in person.
57

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FORESIGHT 2 VCT PLC
PROXY FOR THE ORDINARY SHARE CLASS MEETING
FST2 06
I/We (BLOCK CAPITALS PLEASE)..................................................................................................................
of..............................................................................................................................................................
being a shareholder(s) of the above-named Company, appoint the Chairman of the Ordinary Share
Class Meeting or
.................................................................................................................................................................
for the following number of Ordinary Shares (insert amount or ‘‘all’’)
.................................................................................................................................................................
to act as my/our proxy to vote for me/us and on my/our behalf at the Ordinary Share Class Meeting of the
Company to be held at offices of Martineau, 35 New Bridge Street, London EC4V 6BW (see note 1
below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.
Please indicate with an ‘X’ if this is one of multiple proxy instructions being given
The proxy is directed to vote as follows:
Special Resolutions For Against
To approve Resolution 1 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
To approve Resolution 2 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
To approve Resolution 3 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
Vote
Withheld
Signature .................................................................. Dated ................................................................ 2011
Notes:
1. The notice of the Ordinary Share Class Meeting is set out in the circular to shareholders of the Company dated 6 September
2011.
2. If any other proxy is preferred, strike out the words ‘‘Chairman of the Ordinary Share Class Meeting’’ and add the name and
address of the proxy you wish to appoint. The proxy need not be a member.
3. A holder of Ordinary Shares may appoint more than one proxy provided each proxy is appointed to exercise rights attached
to different Ordinary Shares. A member may not appoint more than one proxy to exercise rights attached to any one
Ordinary Share. To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the
Company’s registrar, Computershare Investor Services PLC between 9.00 am and 5.00 p.m. (GMT) Monday to
Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the UK, on
+44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are charged at national rates.
Further details will be available from your service provider. Calls to the helpline from outside of the UK will be charged at
applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. For legal reasons, Computershare Investor Services PLC will be
unable to give advice on the merits of the proposals or provide financial, legal, tax or investment advice. A holder of Ordinary
Shares should indicate in the box next to the proxy holder’s name the number of Ordinary Shares in relation to which the
proxy is authorised to act as the member’s proxy. A holder of Ordinary Shares should also indicate by ticking the box
provided if the proxy instruction is one of multiple instructions being given.
Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.
4. Any alterations to the form should be initialed.
5. If the appointer is a corporation, this form must be completed under its common seal or under the hand of an officer or
attorney duly authorised in writing.
6. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
7. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of such power must reach the registrars of the Company at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time appointed for holding the Ordinary Share Class
Meeting or adjournment as the case may be. A reply paid envelope is enclosed for use. A member may also return a proxy
form in their own envelope using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY.
8. The completion of this form will not preclude a holder of Ordinary Shares from attending the Ordinary Share Class Meeting
and voting in person.
59

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FORESIGHT 2 VCT PLC
PROXY FOR THE C SHARE CLASS MEETING
FST2 07
I/We (BLOCK CAPITALS PLEASE)..................................................................................................................
of..............................................................................................................................................................
being a shareholder(s) of the above-named Company, appoint the Chairman of the C Share Class
Meeting or
.................................................................................................................................................................
for the following number of C Shares (insert amount or ‘‘all’’)
.................................................................................................................................................................
to act as my/our proxy to vote for me/us and on my/our behalf at the C Share Class Meeting of the
Company to be held at offices of Martineau, 35 New Bridge Street, London EC4V 6BW (see note 1
below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.
Please indicate with an ‘X’ if this is one of multiple proxy instructions being given
The proxy is directed to vote as follows:
Special Resolutions For Against
To approve Resolution 1 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
To approve Resolution 2 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
To approve Resolution 3 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
Vote
Withheld
Signature .................................................................. Dated ................................................................ 2011
Notes:
1. The notice of the C Share Class Meeting is set out in the circular to shareholders of the Company dated 6 September 2011.
2. If any other proxy is preferred, strike out the words ‘‘Chairman of the C Share Class Meeting’’ and add the name and address
of the proxy you wish to appoint. The proxy need not be a member.
3. A holder of C Shares may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different C Shares. A member may not appoint more than one proxy to exercise rights attached to any one C Share. To
appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the Company’s registrar,
Computershare Investor Services PLC between 9.00 am and 5.00 p.m. (GMT) Monday to Friday (except UK public holidays)
on telephone number 0870 703 6383 or, if telephoning from outside the UK, on +44 870 703 6383. Calls to Computershare
Investor Services PLC helpline (0870 703 6383) are charged at national rates. Further details will be available from your
service provider. Calls to the helpline from outside of the UK will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and
training purposes. For legal reasons, Computershare Investor Services PLC will be unable to give advice on the merits of the
proposals or provide financial, legal, tax or investment advice. A holder of C Shares should indicate in the box next to the
proxy holder’s name the number of C Shares in relation to which the proxy is authorised to act as the member’s proxy. A
holder of C Shares should also indicate by ticking the box provided if the proxy instruction is one of multiple instructions
being given.
Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.
4. Any alterations to the form should be initialed.
5. If the appointer is a corporation, this form must be completed under its common seal or under the hand of an officer or
attorney duly authorised in writing.
6. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
7. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of such power must reach the registrars of the Company at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time appointed for holding the C Share Class Meeting
or adjournment as the case may be. A reply paid envelope is enclosed for use. A member may also return a proxy form in
their own envelope using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99
6ZY.
8. The completion of this form will not preclude a holder of C Shares from attending the C Share Class Meeting and voting in
person.
61

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FORESIGHT 2 VCT PLC
FST2 08
PROXY FOR THE PLANNED EXIT SHARE CLASS MEETING
I/We (BLOCK CAPITALS PLEASE)..................................................................................................................
of..............................................................................................................................................................
being a shareholder(s) of the above-named Company, appoint the Chairman of the Planned Exit Share
Class Meeting or
.................................................................................................................................................................
for the following number of Planned Exit Shares (insert amount or ‘‘all’’)
.................................................................................................................................................................
to act as my/our proxy to vote for me/us and on my/our behalf at the Planned Exit Share Class Meeting
of the Company to be held at offices of Martineau, 35 New Bridge Street, London EC4V 6BW (see note 1
below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.
Please indicate with an ‘X’ if this is one of multiple proxy instructions being given
The proxy is directed to vote as follows:
Special Resolutions For Against
To approve Resolution 1 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
To approve Resolution 2 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
To approve Resolution 3 to be proposed at the
General Meeting of the Company and any variation to
class rights resulting therefrom.
Vote
Withheld
Signature .................................................................. Dated ................................................................ 2011
Notes:
1. The notice of the Planned Exit Share Class Meeting is set out in the circular to shareholders of the Company dated
6 September 2011.
2. If any other proxy is preferred, strike out the words ‘‘Chairman of the Planned Exit Share Class Meeting’’ and add the name
and address of the proxy you wish to appoint. The proxy need not be a member.
3. A holder of Planned Exit Shares may appoint more than one proxy provided each proxy is appointed to exercise rights
attached to different Planned Exit Shares. A member may not appoint more than one proxy to exercise rights attached to any
one Planned Exit Share. To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting
the Company’s registrar, Computershare Investor Services PLC between 9.00 am and 5.00 p.m. (GMT) Monday to
Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the UK, on
+44 870 703 6383. Calls to Computershare Investor Services PLC helpline (0870 703 6383) are charged at national rates.
Further details will be available from your service provider. Calls to the helpline from outside of the UK will be charged at
applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. For legal reasons, Computershare Investor Services PLC will be
unable to give advice on the merits of the proposals or provide financial, legal, tax or investment advice. A holder of Planned
Exit Shares should indicate in the box next to the proxy holder’s name the number of Planned Exit Shares in relation to which
the proxy is authorised to act as the member’s proxy. A holder of Planned Exit Shares should also indicate by ticking the box
provided if the proxy instruction is one of multiple instructions being given.
Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.
4. Any alterations to the form should be initialed.
5. If the appointer is a corporation, this form must be completed under its common seal or under the hand of an officer or
attorney duly authorised in writing.
6. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
7. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of such power must reach the registrars of the Company at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time appointed for holding the Planned Exit Share
Class Meeting or adjournment as the case may be. A reply paid envelope is enclosed for use. A member may also return a
proxy form in their own envelope using the address: Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY.
8. The completion of this form will not preclude a holder of Planned Exit Shares from attending the Planned Exit Share Class
Meeting and voting in person.
63

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