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

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.
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