FORESIGHT 4 VCT PLC - Foresight Group

the Company is to be dealt with as income or capital, or partly one way and partly the other. During
a relevant period, any loss realised on the realisation or payment off of other dealing with any
investment or other capital assets and subject to CA 2006 any expenses, liability, loss (or provision
therefor) which the Directors consider to relate to a capital item or which they otherwise consider
appropriate to be debited to the capital reserve shall be carried to the debit of the capital reserve.
During a relevant period, all sums carried and standing to the credit of the capital reserve may be
applied for any of the purposes for which sums standing to the credit of any revenue reserve are
applicable except that no part of the capital reserve or any other money in the nature of accretion to
capital shall be transferred to the revenue reserves of the Company or be treated as profits of the
Company available for distribution (as defined by Section 833(2)(c) of CA 2006 ) or be applied in
paying dividends on any shares of the Company. In any other period other than a relevant period,
any amount standing to the credit of the capital reserve may be transferred to the revenue reserves
of the Company or be regarded or treated as profits of the Company available for distribution (as
defined in Section 833(2)(c) of CA 2006) or be applied in paying dividends of any shares of the
Company.
3.11 Transfer or Sale under Section 110, Insolvency Act 1986
A special resolution sanctioning a transfer or sale to another company duly passed pursuant to
Section 110 of IA 1986 may in the like manner authorise the distribution of any shares or other
consideration receivable by the liquidator among the members otherwise than in accordance with
their existing rights and any such determination shall be binding on the members, subject to the
right of dissent and consequential rights conferred by said section.
3.12 Duration of the Company
In order for the future of the Company to be considered by the members, the Directors of that
Company shall procure that a resolution will be proposed at the annual general meeting of the
Company falling after the fifth anniversary of the final allotment of shares in the Company, and
thereafter at five yearly intervals, to the effect that the Company shall continue as a venture capital
trust. On any voluntary winding-up of the Company, the liquidator may, with the sanction of an
extraordinary resolution and any other sanctions required by IA 1986, divide amongst the members
in specie the whole or any part of the assets of the Company in such manner as he may determine.
3.13 Uncertificated Shares
The Directors may make such arrangements as they see fit, subject to CA 2006, to deal with the
transfer, allotment and holding of shares in uncertificated form and related issues.
3.14 Indemnity and Insurance
The Company shall indemnify the Directors to the extent permitted by law and may take out and
maintain insurance for the benefit of the Directors.
4. DIRECTORS AND THEIR INTERESTS
4.1 As at 21 December 2011 (this being the latest practicable date prior to publication of this
document), the Company is not aware of any person who, immediately following the issue of the
New Shares pursuant to the Schemes, directly or indirectly, has or will have an interest in the
Company’s capital or voting rights which is notifiable under UK law (under which, pursuant to CA
2006 and the Listing Rules and the Disclosure & Transparency Rules of the FSA, a holding of 3%
or more must be notified to the Company).
4.2 As at 21 December 2011 (this being the latest practicable date prior to publication of this
document), the interests of the Directors (and their immediate families) in the issued share capital
of the Company was as follows:
65