Publication of Circular and Notice of AGM
Source: RNS
13 May 2024
Foresight Solar Fund Limited
("Foresight Solar" or "the Company")
Publication of Circular and Notice of Annual General Meeting
Annual General Meeting
Foresight Solar announces that the 2024 Notice of Annual General Meeting is now available to view on the Company's website at https://fsfl.foresightgroup.eu/shareholder-centre#KeyDocuments.
The Company's AGM will be held at the offices of JTC Group, 28 Esplanade, St. Helier, Jersey, JE2 3QA at 9:30 a.m. on Wednesday, 12 June 2024.
The formal Notice of the Annual General Meeting will be posted to all shareholders and, in accordance with Listing Rule 9.6.1, copies of the documents have been submitted to the FCA and will shortly be available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Action to be taken
Shareholders are encouraged to vote on the resolutions to be proposed at the AGM by completing the form of proxy in line with the instructions set out therein. Shareholders may also submit their proxy votes online by registering at www.eproxyappointment.com/Login and entering the Control Number, Shareholder Reference Number (SRN) and PIN set out in the form of proxy.
Completed proxy appointments must be received by the Registrar no later than 9:30 a.m. on Monday, 10 June 2024. Further details can be found in the Notice of Annual General Meeting.
Recommendation
The Board considers that Resolutions 1-15 to be proposed at the AGM are in the best interests of the Company and its members. The Board does not consider a vote in favour of Resolution 16 to be in the best interests of the Company or its Shareholders.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of Resolutions 1 to 15 as each of the Directors intend to do in relation to the Ordinary Shares in respect of which they have voting control.
In relation to Resolution 16, the Board unanimously recommends that Shareholders vote against the resolution to discontinue the Company as each of the Directors intend to do in relation to the Ordinary Shares in respect of which they have voting control.
The Board's full voting recommendations are detailed in the table below:
|
Ordinary Resolutions: |
For |
Against |
|
|
1 |
To receive and adopt the Company's annual accounts for the financial year ended 31 December 2023 together with the directors' report and auditors' report on those accounts |
ü |
|
|
2 |
That the directors' remuneration report (excluding the directors' remuneration policy), as set out on pages 113 to 114 of the Company's annual report and audited financial statements for the financial year ended 31 December 2023, be approved. |
ü |
|
|
3 |
To approve the directors' remuneration policy, as set out on page 114 of the Company's annual report and audited financial statements for the financial year ended 31 December 2023, which takes effect immediately after the end of annual general meeting |
ü |
|
|
4 |
To approve the Dividend Policy as set out on page 4 of the circular to shareholders dated 13 May 2024 |
ü |
|
|
5 |
To re-appoint Alexander Ohlsson as a director of the Company
|
ü |
|
|
6 |
To re-appoint Ann Markey as a director of the Company
|
ü |
|
|
7 |
To re-appoint Monique O'Keefe as a director of the Company
|
ü |
|
|
8 |
To re-appoint Chris Ambler as a director of the Company
|
ü |
|
|
9 |
To elect Lynn Cleary as a director of the Company
|
ü |
|
|
10 |
To re-appoint KPMG LLP as the Company's auditors to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company |
ü |
|
|
11 |
To authorise the directors of the Company to determine the auditors' remuneration.
|
ü |
|
|
12 |
To approve and adopt the proposed investment objective and investment policy set out in (pages 14 to 19) of the circular to shareholders dated 13 May 2024, a copy of which has been produced to the meeting and signed by the Chair for the purpose of identification, as the investment objective and investment policy of the Company to the exclusion of all previous investment objectives and investment policies of the Company with effect from the conclusion of the meeting |
ü |
|
|
Special Resolutions: |
|||
|
13 |
To grant the Director's authority to allot ordinary shares up to 10% of the Company's issued share capital. |
ü |
|
|
14 |
The Company be and is hereby generally and unconditionally Authorised pursuant to and in accordance with Article 57 of the Companies (Jersey) law, 1991 to make market purchases of its own ordinary shares up to 14.99% of the aggregate number of Ordinary Shares in issue |
ü |
|
|
15 |
THAT, subject to resolution 14 being passed, the Company be and is hereby generally and unconditionally authorised to cancel any shares it repurchases pursuant to resolution 14 or pursuant to Article 58A(1)(b) of the Companies (Jersey) Law, 1991 |
ü |
|
|
16 |
THAT, the Company cease to continue in its present form under Article 168 of the Company's Articles of Association. |
|
ü |
If you have any questions that you would like to put to the Board or to Foresight Group, please contact the Company Secretary by email at Foresightsolar@jtcgroup.com no later than close of business on Friday, 7 June 2024.
For further information, please contact:
Foresight Group
Matheus Fierro +44 (0)20 3911 2318
(fsflir@ForesightGroup.eu)
Jefferies International Limited +44(0)20 7029 8000
Gaudi Le Roux
Harry Randall
Singer Capital Markets
Robert Peel +44 (0)20 7496 3000
Alaina Wong
JTC (Jersey) Limited as Company Secretary +44 203 846 9774
Christopher Gibbons
(Foresightsolar@jtcgroup.com)
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