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

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
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