Foresight Group Holdings Regulatory News (FSG)

LEI: 213800NNT42FFIZB1T09

10 August 2023

Foresight Group Holdings Limited (the "Company")

Results of Annual General Meeting

The Company announces the results of voting at its Annual General Meeting ("AGM") held on 10th August 2023 and confirms that all resolutions were duly passed as set out below:

* percentage of the total votes cast vs the total voting rights attributable to the 116,271,212 ordinary voting shares of nil par value.

As the Company has a controlling shareholder (as defined in the Financial Conduct Authority's Listing Rules), the resolutions to elect the independent directors (being resolutions 6 to 8) have, under Listing Rule 9.2.2E, been approved by a majority of the votes cast by:

· the shareholders of the Company as a whole; and

· the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.

In accordance with the Takeover Code, Resolution 15, to waive the application of Rule 9 of the Takeover Code has been approved by a majority of the votes cast by Non-Concert Party Shareholders.

The votes of the independent shareholders in respect of such resolutions are as follows:

** percentage of the total votes cast vs the Total Eligible Voting rights attributable to the 41,459,764 ordinary voting shares of nil par value held by the Non-Concert Party Shareholders.

Full details of each of the Concert Party's current shareholdings and their shareholdings if the Resolution 15 was exercised in full are as follows:

(1) Assuming that: (i) none of the Principal Shareholders has Shares bought back pursuant to authority set out in Resolution 15; (ii) no further Shares are issued; (iii) the authority pursuant to Resolution 15 is exercised in full; (iv) the Resolution 15 is approved by shareholders.

The Board is pleased that all resolutions were duly passed but notes the proportion of votes cast against Resolutions 7 and 15 by the independent shareholders was over 20%. The Board considers both these resolutions to be in the best interests of shareholders a whole and is pleased that Resolutions 7 and 15 were passed with the support of the majority of the Company's shareholders. However, the Board notes the level of dissent and, given the importance of the views of all the Company's shareholders to the Board, it will continue to engage with investors on the above matters to understand the reasons behind the results. An update will be published on that engagement within six months.

Notes

A 'Vote Withheld' is not a vote in law and has not been counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

The total number of shares on the register at the close of business on 8th August 2023, being those eligible to be voted on at the AGM, was 116,271,212. A copy of the resolutions can be found in the Notice of Meeting available at: https://www.fsg-investors.com/shareholder-centre

This announcement is made pursuant to the requirements of Listing Rules 9.6.18. Copies of the resolutions approved by shareholders which do not constitute ordinary business will be submitted as soon as practicable to the Financial Conduct Authority and will shortly be available for inspection via the National Storage Mechanism:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The results will also be made available on the Company's website:

https://www.fsg-investors.com/shareholder-centre

For further information contact:

About Foresight Group Holdings Limited

Foresight Group was founded in 1984 and is a leading listed infrastructure and private equity investment manager. With a long-established focus on ESG and sustainability-led strategies, it aims to provide attractive returns to its institutional and private investors from hard-to-access private markets. Foresight manages over 350 infrastructure assets with a focus on solar and onshore wind assets, bioenergy and waste, as well as renewable energy enabling projects, energy efficiency management solutions, social and core infrastructure projects and sustainable forestry assets. Its private equity team manages eleven regionally focused investment funds across the UK and an SME impact fund supporting Irish SMEs. This team reviews over 2,500 business plans each year and currently supports more than 250 investments in SMEs. Foresight Capital Management manages four strategies across seven investment vehicles.

Foresight operates in eight countries across Europe, Australia and United States with Group AUM of £12.0 billion1. Foresight Group Holdings Limited listed on the Main Market of the London Stock Exchange in February 2021. https://www.foresightgroup.eu/shareholders

1Based on unaudited AUM as at 30 June 2023.

E&OE - In Transmission

END OF ANNOUNCEMENT