FORESIGHT 4 VCT PLC - Foresight Group

2.9 Foresight 4 has issued and bought back the following number of Shares since 31 March 2011:
Date
Issue/
Purchase Number
05/04/2011 Issue 779,499
30/06/2011 Issue 331,191
22/07/2011 Purchase 266,179
22/09/2011 Purchase 196,529
2.10 As at 21 December 2011 (this being the latest practicable date prior to publication of this
document) the Company had 36,512,963 Shares (£365,129.63 nominal) in issue (all fully paid up).
2.11 The following resolutions were passed at the annual general meeting of the Company held on
21 September 2011:
2.11.1 that, in substitution for all existing authorities, the directors be and they are generally and
unconditionally authorised in accordance with section 551 of CA 2006 to exercise all the
powers of the Company to allot shares in the Company and to grant rights to subscribe for,
or to convert any security into, shares in the Company (‘‘Rights’’) up to an aggregate
nominal amount of £125,000 provided that this authority shall expire on the fifth anniversary
of the date of passing of this resolution, save that the Company shall be entitled to make
offers or agreements before the expiry of such 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 this authority had
not expired;
2.11.2 that, in substitution for existing authorities, the directors be and they are empowered
pursuant to Section 570 and Section 573 of CA 2006 to allot equity securities (within the
meaning of Section 560 of CA 2006) for cash either pursuant to the authority conferred by
the resolution in paragraph 2.11.1 above or by way of a sale of treasury shares as if Section
561(1) of CA 2006 did not apply to any such allotment, provided that this power shall be
limited to:
(a) the allotment of equity securities with an aggregate nominal amount of up to but not
exceeding £100,000 pursuant to offer(s) for subscription;
(b) the allotment of equity securities with an aggregate nominal amount of up to but not
exceeding 10% of the issued share capital from time to time by way of an issue of
shares pursuant to performance incentive arrangements with Foresight Group LLP,
such shares to be issued at nominal value; and
(c) the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) of this resolution)
to any person or persons of equity securities with an aggregate nominal amount of up to
but not exceeding 10% of the issued share capital from time to time
in each case where the proceeds may be used in whole or part to purchase shares in
the capital of the Company, such authority to expire on the conclusion of the annual
general meeting of the Company to be held in the year 2012, save that the Company
shall be entitled to make offers or agreements before the expiry of such power which
would or might require equity securities to be allotted after such expiry and the directors
shall be entitled to allot equity securities pursuant to any such offers or agreements as if
the power conferred hereby had not expired; and
2.11.3 that, the Company be empowered to make market purchases (within the meaning of Section
693(4) of CA 2006) of its own shares provided that:
(a) the aggregate number of shares to be purchased shall not exceed 5,376,161;
(b) the minimum price which may be paid for a share is 1p (the nominal value thereof);
(c) the maximum price which may be paid for shares is the higher of (1) an amount equal to
105% of the average of the middle market quotation for shares taken from the London
Stock Exchange daily official list for the five business days immediately preceding the
day on which the shares are purchased, and (2) the amount stipulated by Article 5(1) of
the BuyBack and Stabilisation Regulation 2003;
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