Results of AGM
Summary by AI BETAClose X
18 September 2025
Foresight Environmental Infrastructure Limited
Results of AGM
Foresight Environmental Infrastructure Limited ("FGEN" or the "Company") is pleased to announce that at the Annual General Meeting ("AGM") held at 10:00 a.m. today, 18 September 2025, resolutions 1 through 15 inclusive were duly passed without amendment, while resolution 16 was not passed.
In accordance with UKLR 6.4.13, details of the results of those resolutions proposed at the AGM, which were not ordinary business of the AGM, are as follows:
|
Resolution |
For |
Against |
Withheld* |
|
11 - Ordinary |
369,107,210 (99.91%) |
340,243 (0.09%) |
191,735 |
|
12 - Ordinary |
368,721,918 (99.84%) |
585,773 (0.16%) |
331,497 |
|
13 - Special |
368,798,121 (99.84%) |
601,025 (0.16%) |
240,042 |
|
14 - Special |
358,099,774 (97.01%) |
11,042,244 (2.99%) |
497,170 |
|
15 - Special |
368,068,551 (99.76%) |
869,773 (0.24%) |
700,864 |
|
16 - Special |
22,724,205 (6.15%) |
346,541,092 (93.85%) |
365,891 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.
Ed Warner, Chair of FGEN, said:
"On behalf of the Board, I would like to thank shareholders who have again demonstrated their strong support for the continuation of FGEN. We believe this outcome reflects investor confidence in the strength of our strategy and our commitment to narrowing the share price discount relative to net asset value.
"We recognise the challenges the sector continues to face and acknowledge that a minority of shareholders voted for the discontinuation of the Company. We take this feedback seriously and, together with our Investment Manager, we remain committed to constructive engagement with shareholders.
"We remain firmly focused on narrowing the discount and managing the portfolio to deliver sustainable long-term returns for our shareholders."
The full wording of these resolutions can be found below:
Resolution 11 - Ordinary Resolution
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
Resolution 12 - Ordinary Resolution
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.
Resolution 13 - Special Resolution
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.
Resolution 14 - Special Resolution
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
Resolution 15 - Special Resolution
THAT a new Article 55 will be inserted into the Articles to follow Article 54 in the form set out below:
"[***] Continuation Votes
If in respect of any full financial year of the Company commencing on or after 1 April 2025, the Ordinary Shares have traded on average at a discount in excess of 10 per cent. to the Net Asset Value per share (the discount prevailing on each Business Day determined by reference to the closing market price of Ordinary Shares on that day and the most recently published Net Asset Value per share), the Board shall put to the Members, at the next annual general meeting of the Company, an ordinary resolution to consider whether the Company should continue in its present form. If such a resolution is not passed, the Board will formulate proposals to be put to Members within four months which shall include proposals for the voluntary liquidation, reorganisation or reconstruction of the Company."
Resolution 16 - Special Resolution
THAT the Company ceases to continue in its present form
ENDS
For further information and enquiries, please contact:
|
Foresight Group |
+44 (0)20 3667 8100 |
|
Chris Tanner Edward Mountney Charlie Wright Wilna de Villiers
|
|
|
Winterflood Securities Limited |
+44 (0)20 3100 0000 |
|
Neil Langford
|
|
|
SEC Newgate UK |
+44 (0)20 3757 6882 |
|
Clotilde Gros Alice Cho Harry Handyside |
|
|
Apex Fund and Corporate Services (Guernsey) Limited |
+44 (0)20 3530 3600 |
|
Matt Lihou |
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.
LEI: 213800JWJN54TFBMBI68
(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.
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