Notice of the passing of Resolutions for FSFL - 24.09.18

NOTICE OF THE PASSING OF RESOLUTIONS FORESIGHT SOLAR FUND LIMITED

(Incorporated in Jersey with registered number 113721)

 

Notice is hereby given that at the general meeting of Foresight Solar Fund Limited (the "Company") held at 10:00 a.m. on 24 September 2018, the following special resolution and ordinary resolution were passed by the shareholders of the Company: 

SPECIAL RESOLUTION

  • THAT , in addition to all existing power and authority granted to the Directors, the Directors be and are hereby generally empowered to allot ordinary shares of no par value (the "Ordinary Shares") carrying the rights, privileges and subject to the restrictions  attached to the Ordinary Shares as set out in the articles of association of the Company or to grant rights to subscribe for or, to convert securities into Ordinary Shares ("equity securities" ) including the sale of Ordinary Shares held by the Company in treasury, in each case for cash as if any pre-emption rights in relation to the issue or sale of shares, as set out in Article 10.2 of the articles of associat ion of the Company and in the Listing Rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended), did not apply to any such allotment of or grant  of  rights to subscribe for or to convert into equity securities or sale, provided that this power:
  • shall be limited to the allotment of: (a) up to 53,994,250 Ordinary Shares which equates to approximately 10.9 per cent. of the total Ordinary Share capital of the Company in issue as at 6 September 2018 for the purpose of the Placing (as defined in the circular dated 7 September 2018); or (b) up to 49,494,730 Ordinary Shares which equates to approximately 10.0 per cent. of the total Ordinary Share capital of the Company in issue as at 6 September 2018 for further share issuances where the Board believes there are suitable investment opportunities in accordance with the Company's investment policy;
  • share expire on the earlier of the date falling 12 months after the passing of this resolution and the conclusion of the annual general meeting of the Company to be held in 2019, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not

ORDINARY RESOLUTION

  • THAT, the issue of new ordinary shares of no par value in the capital of the Company
  • {"New Shares") to BlackRock Inc ("BlackRock") (as described in the circular published by the Company on 7 September 2018) which is a related party transaction under the Listing Rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended), be and is hereby approved subject to this authority expiring on the earlier of the date falling 12 months after the passing of this resolution and at the conclusion of the annual general meeting of the Company to be held in 2019.

 

Alexander Anders Ohlsson

for and on behalf of Foresight Solar Fund Limited

 

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