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

(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
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