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| TIDM | FGEN |
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Foresight Environmental Infrastructure Limited (FGEN) published notice for its Annual General Meeting (AGM) to be held on Thursday 18 September 2025 at 10:00 a.m. The Board proposes a discontinuation resolution (Resolution 16), which it recommends shareholders vote against, while recommending approval for Resolutions 1-15, including four interim dividends of 1.95 pence per share each and authorisations for share repurchases of up to 14.99% and share issuances up to 10%. Shareholders must submit proxy votes by 10:00 a.m. on 16 September 2025.
| Date | 12 Aug 2025 |
| Time | 07:00:12 |
| Category | AGMs and other meetings |
| ID | 8544U |
12 August 2025
FORESIGHT ENVIRONMENTAL INFRASTRUCTURE LIMITED
("FGEN" or the "Company")
Notice of Annual General Meeting
Annual General Meeting
FGEN has today published notice of its Annual General Meeting ("AGM") to be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL on Thursday 18 September 2025 at 10:00 a.m.
Copies of the Notice of AGM have been posted to shareholders electing to receive printed materials from the Company and are available on the Company's website www.fgen.com and on the National Storage Mechanism.
Discontinuation Vote
In accordance with the Company's policy, as set out in its Prospectus, the Board is proposing a discontinuation resolution at the AGM (Resolution 16). The Notice of AGM includes details of the discontinuation resolution and the reasons why the Board recommends shareholders VOTE AGAINST the resolution, as the Directors intend to do in respect of their own beneficial holdings, so that FGEN can continue operating and deliver on its investment objective.
Action to be taken
Shareholders are encouraged to vote on the resolutions to be proposed at the AGM which, to be valid, should be completed, signed and returned so as to be received by the Company's Receiving Agent, MUFG Corporate Markets, at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible but, in any event, so as to arrive by 10:00 a.m. on 16 September 2025.
Shareholders are strongly encouraged to exercise their voting rights by appointing a proxy where possible, using one of the following methods:
· By logging on to https://uk.investorcentre.mpms.mufg.com and following the instructions; or
· By printing a copy of the form of proxy which is available for download on the Company's website www.fgen.com or by requesting a hard copy form of proxy directly from the Company's registrars, MUFG Corporate Markets, via email at shareholderenquiries@cm.mpms.mufg.com or on tel: 0371 664 0300. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. Hard copy proxy forms should be returned by post, by courier or by hand to PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or
· In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedure set out in the notes to the Notice of AGM 2025.
Recommendation
The Board considers that Resolutions 1 to 15 to be proposed at the AGM are in the best interests of the Company and its members. Accordingly, the Board unanimously recommends shareholders VOTE IN FAVOUR of these Resolutions.
As stated above, the Board unanimously recommends that the shareholders VOTE AGAINST Resolution 16.
The Board's full voting recommendations are detailed in the table below:
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ORDINARY BUSINESS: Ordinary Resolutions: |
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For |
Against |
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1 |
TO receive and consider the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2025. |
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2 |
TO approve the Directors' Remuneration Report for the year ended 31 March 2025, as set out on pages 137 and 138 of the Company's 2025 Annual Report. |
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3 |
TO approve the Directors' Remuneration Policy as set out on pages 137 and 138 of the Company's 2025 Annual Report. |
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4 |
THAT Mr Edmond Warner OBE be re-elected as a Director of the Company. |
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5 |
THAT Ms Stephanie Coxon be re-elected as a Director of the Company. |
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6 |
THAT Mr Alan Bates be re-elected as a Director of the Company. |
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7 |
THAT Ms Joanne Harrison be re-elected as a Director of the Company. |
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8 |
THAT Ms Nadia Sood be re-elected as a Director of the Company. |
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9 |
THAT KPMG Channel Islands Limited be re-appointed as external auditor of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the Company. |
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10 |
THAT the Directors be authorised to determine the remuneration of the external auditor for their next period of office. |
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SPECIAL BUSINESS: Ordinary Resolutions:
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11 |
THAT the interim dividend of 1.95 pence per Ordinary Share in respect of the period 1 April 2024 to 30 June 2024, the interim dividend of 1.95 pence per Ordinary Share in respect of the period 1 July 2024 to 30 September 2024, the interim dividend of 1.95 pence per Ordinary Share in respect of the period 1 October 2024 to 31 December 2024, and the interim dividend of 1.95 pence per Ordinary Share in respect of the period 1 January 2025 to 31 March 2025 declared by the Company be approved. |
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12 |
THAT, in accordance with Article 45 of the Articles of Incorporation of the Company (the "Articles"), the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general meeting of the Company to be held in 2026, offer shareholders the right to elect to receive further shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods. |
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SPECIAL BUSINESS: Special Resolutions:
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13 |
THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to the UK Listing Rules and all other applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Ordinary Shares in issue, provided that: a. the maximum number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent per annum of the Ordinary Shares in issue immediately following the passing of this resolution; b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence; c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) 5 per cent above the average market value for the five business days prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of the Ordinary Shares on the trading venues where the purchase is carried out; d. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2026 or 18 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time; e. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred 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 an acquisition of Ordinary Shares pursuant to any such contract; and f. any Ordinary Share bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company. |
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14 |
THAT pursuant to Article 7.7 of the Articles, the provisions of Article 7.2 of the Articles shall not apply and shall be excluded in relation to the issue of up to an aggregate number of Ordinary Shares as represents up to 10 per cent of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution, provided that such disapplication and exclusion shall expire on the date which is 18 months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company following the date of the passing of this resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the disapplication and exclusion conferred hereby had not expired. |
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15 |
THAT a new Article 55 will be inserted into the Articles to follow Article 54. |
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16 |
THAT the Company ceases to continue in its present form. |
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If you have any questions that you would like to be put to the Board or to Foresight Group, please contact the Company Secretary by email at fgen@apexgroup.com no later than close of business on Monday, 15 September 2025.
Foresight Group +44(0)20 3667 8100
Chris Tanner fgenir@foresightgroup.eu
Edward Mountney
Charlie Wright
Wilna de Villiers
Winterflood Securities Limited +44(0)20 3100 0000
Neil Langford
SEC Newgate +44 (0)20 3757 6882
Clotilde Gros fgen@secnewgate.co.uk
Alice Cho
Harry Handyside
Apex Fund and Corporate Services (Guernsey) Limited +44 (0)20 3530 3600
Matt Lihou fgen@apexgroup.com
About FGEN
FGEN invests into environmental infrastructure to deliver stable returns, long term predictable income and opportunities for growth, whilst driving decarbonisation and sustainability.
Investing across renewable generation, other energy infrastructure and sustainable resource management, it targets projects and businesses with an emphasis on long term stable cash flows, secured revenues, inflation linkage and the delivery of essential services. FGEN's aim is to provide investors with a sustainable, progressive dividend per share, paid quarterly, alongside the potential for capital growth.
The target dividend for the year to 31 March 2026 is 7.96 pence per share¹.
FGEN is an Article 9 fund under the EU Sustainable Finance Disclosure Regulation and has a transparent and award-winning approach to ESG.
Further details can be found on FGEN's website www.fgen.com and LinkedIn page.
1. These are targets only and not profit forecasts. There can be no assurance that these targets will be met or that the Company will make any distributions at all.