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

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.
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