Foresight Solar Fund : 2024 Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this document or as to the action you should take, you should seek financial advice from a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are resident in the United Kingdom or, if you are not resident in the United Kingdom, from another appropriately authorised independent professional adviser.

If you have sold or otherwise transferred all of your shares in Foresight Solar Fund Limited (the "Company"), please pass this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

FORESIGHT SOLAR FUND LIMITED

(a company incorporated in Jersey, Channel Islands under the Companies (Jersey) Law 1991

(as amended) with registered number 113721)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF

FORESIGHT SOLAR FUND LIMITED (THE "AGM")

WILL BE HELD:

Date of AGM: 09:30 a.m. on Wednesday, 12 June 2024

Place of AGM: the offices of JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA

The Board is encouraging all of the Company's shareholders (the "Shareholders") to vote on the resolutions to be proposed at the AGM in advance by form of proxy. To be valid any proxy form accompanying this document or other instrument appointing a proxy ("Form of Proxy"), together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be completed and received by post or (during normal business hours only) by hand at Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ no later than 09:30 a.m. on Monday, 10 June 2024.

Directors

Alexander Ohlsson (Chair)

Ann Markey

Christopher Ambler

Monique O'Keefe

Lynn Cleary

13 May 2024

Dear Shareholder

Foresight Solar Fund Limited - 2024 Annual General Meeting

Following the publication of the Company's annual report and audited financial statements for the year ending 31 December 2023 (the "2023 Annual Report"), please now find enclosed the notice of the Company's annual general meeting (the "AGM") on pages 20 to 22 of this document (the "Notice of AGM"). The AGM will be held at the offices of JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA at 09:30 a.m. on Wednesday, 12 June 2024, to transact the business set out in the Notice of AGM.

The purpose of this letter is to outline the arrangements that will be in place at this year's AGM and to provide you with further details in relation to the business of the AGM.

AGM Arrangements

It is intended that this AGM will proceed through the conduct of the formal business (consisting of voting on the resolutions proposed in the Notice of AGM) to meet the requirements of the Company's current articles of association (the "Articles") and as set out below:

• the AGM will be held in-person at the offices of JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA;
• the Company is making the necessary arrangements to ensure that the AGM is quorate;
• it is anticipated that the full Board and representatives of Foresight Group LLP, the Company's Investment Manager, will be present in person;
• Shareholders may (and are encouraged to) ask questions via email in advance of the AGM (please see below for further details);
• the votes on the resolutions being proposed at the AGM (as set out in the Notice of AGM) (the "Resolutions") will be conducted by way of a poll. The Board believes that a poll is

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2024 Notice of Annual General Meeting

more representative of Shareholders' voting intentions because Shareholders' votes are counted according to the number of shares held and all votes tendered are taken into account; and

• the results of the poll, including the proxy votes received, will be published as soon as practicable following the conclusion of the AGM by way of a RNS announcement and on the Company's website (https://fsfl.foresightgroup.eu).

Of course, if circumstances change and the Board is compelled to make special arrangements in relation to the conduct of the AGM, the Company will notify Shareholders of any changes to the proposed format for the AGM as soon as possible via an RNS announcement and its website.

The recommended action that you should take now is to vote on the Resolutions by completing the accompanying Form of Proxy.

Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon. Shareholders may cast proxy votes online by registering at www.investorcentre.co.uk/eproxy. Shareholders will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions as detailed on the Form of Proxy. Further, Shareholders may also send their completed Form of Proxy to Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. All proxy votes must be submitted by no later than 09:30 a.m. on Monday, 10 June 2024.

If you have a question relating to the business of the AGM or a question for the Board or the Investment Manager that you had been planning to ask at the AGM, please send it by email to [e-mail]. To the extent that it is appropriate to do so, we will respond to any questions received in a Q&A which will be posted on our website in advance of the AGM. Please note all questions should be submitted by close of business on Friday, 7 June 2024.

RECOMMENDATION AND DIRECTORS' VOTING INTENTIONS 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 Shareholders vote in favour of the Resolutions, except for Resolution 16, to be proposed at the AGM as each of the directors intend to do in relation to the Ordinary Shares in respect of which they have voting control. The Board unanimously recommends that the Shareholders DO NOT VOTE IN FAVOUR of Resolution 16 and instead VOTE AGAINSTit. Each Director entitled to vote intends to vote against this resolution.

The Board's full voting recommendations are detailed in the table below:

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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
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.
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
4	To approve the Dividend Policy as set out on page 4 of the circular to shareholders	
	dated 13 May 2024
5	To re-appoint Alexander Ohlsson as a director of the Company	
6	To re-appoint Ann Markey as a director of the Company	
7	To re-appoint Monique O'Keefe as a director of the Company	
8	To re-appoint Chris Ambler as a director of the Company	
9	To elect Lynn Cleary as a director of the Company	
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
11	To authorise the directors of the Company to determine the auditors' remuneration.	
12	To approve and adopt the proposed investment objective and investment policy set out	
	in the Appendix (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
Special Resolutions:
13	To grant the Director's authority to allot on a non pre-emptive basis ordinary shares up	
	to 10% of the Company's issued share capital.
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
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
16	THAT, the Company cease to continue in its present form under Article 168 of the		
	Company's Articles of Association.

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Formal Business of the AGM

Ordinary Resolutions

Resolution 1 - Receive the 2023 Annual Report

The Companies Law requires the directors of Foresight Solar Fund Limited to lay copies of the annual report, directors' report and auditors' report in respect of each financial year before the Company in a general meeting. These are contained in the 2023 Annual Report. Accordingly, a resolution to receive the 2023 Annual Report is included as an ordinary resolution. As described above, Shareholders are invited to send any questions they may have on the 2023 Annual Report to the Board in advance of the AGM. To the extent that it is appropriate to do so, we will respond to such questions in a Q&A which will be posted on our website in advance of the AGM.

Resolution 2 - Approve the Directors' Remuneration Report

The directors' remuneration report can be found on pages 113 to 114 of the 2023 Annual Report and is subject to an advisory vote by Shareholders, which is proposed as an ordinary resolution. It details the payments that have been made to the Company's directors during the financial year, in accordance with the current remuneration policy.

The remuneration report is presented to Shareholders within the Company's annual reports and audited financial statements on an annual basis.

Resolution 3 - Approve the Directors' Remuneration Policy

The directors' remuneration policy can be found on page 114 of the Annual Report and is subject to a binding vote by Shareholders every year. If approved, the policy will take effect immediately following the AGM.

Resolution 4 - Dividend Policy

Resolution 4 proposes to approve the Company's existing dividend policy to pay four interim dividends per year.

Under the Articles, the Board is authorised to approve the payment of interim dividends without the need for the prior approval of Shareholders.

Having regard to best practice relating to the payment of interim dividends without the approval of a final dividend by Shareholders, the Board has decided to seek express approval from Shareholders of its dividend policy to pay four interim dividends per year.

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It should be noted that the dividend policy is not a profit forecast and dividends will only be paid to the extent permitted in accordance with the Companies Law and the Company's Articles.

Resolutions 5 to 9 - Election and Re-election of Directors

In line with the AIC Code of Corporate Governance, each of the existing directors, Alex Ohlsson, Ann Markey, Chris Ambler and Monique O'Keefe, will retire from office. The Directors will stand for re-election by the Shareholders.

The Board appointed Lynn Cleary as a Director with effect from 18 September 2023. Ms Cleary will stand for election by shareholders at the AGM.

Brief biographies of each Director standing for election or re-election can be found on pages 94 and 95 of the 2023 Annual Report.

Resolutions 10 and 11 - Appointment of Auditors and Auditors' Remuneration

Resolution 10 relates to the appointment of KPMG LLP as the Company's auditors to hold office until the conclusion of the Company's next annual general meeting. This Resolution is recommended by the Company's Audit and Risk Committee and endorsed by the Board.

KPMG LLP are recommended for reappointment by the Audit & Risk Committee following the audit tender process conducted during 2023. Details of the audit tender process are set out on page 111 of the 2023 Annual Report.

Accordingly, it is proposed, as an ordinary resolution, to appoint KPMG LLP as the Company's auditors. Similarly, Resolution 11 authorises the directors, upon recommendation from the Company's Audit and Risk Committee, to fix the auditors' remuneration.

The directors, having regard to the Audit and Risk Committee's recommendation, consider that the level of consultancy-relatednon-audit fees when compared to audit fees for work undertaken by KPMG LLP is appropriate for the advisory work required to be undertaken for the period ended

31 December 2023, and that these do not create a conflict of interest on the part of the independent auditors.

Resolution 12 - Change of Investment Policy

Inclusion of a sustainability objective to complement existing aims

Under Resolution 12, Shareholders are being asked to authorise the proposed amendment to the Company's Investment Policy to enable the Company to be viewed as having equivalent status to that of a UK Sustainability Focus Fund under the Financial Conduct Authority's ("FCA") new

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Sustainability Disclosure Requirements ("SDR"), which reflects the nature of the Company's investments being environmentally sustainable.

The FCA introduced SDR in 2023 to improve the trust in and the transparency of sustainable investment products. As part of this, four new, non-hierarchal investment labels were introduced which funds may opt to apply if they are invested in accordance with and have sustainability objectives that aim to improve or pursue positive outcomes for the environment and/or society. These investment labels are: Sustainability Mixed Goals, Sustainability Improvers, Sustainability Focus and Sustainability Impact.

Each label implies a different sustainability objective and a different investment approach. In light of the Company's existing investment strategy and its clear ability to evidence the sustainable focus of its investment portfolio, the Board, together with the Investment Manager, believes that Sustainability Focus is the most appropriate label for the Company to align itself with at this time.

As the Company is a Jersey domiciled closed-ended investment company and is self-managed for the purposes of the EU Alternative Investment Fund Managers Directive (the "AIFMD") and the UK laws and regulations implanting the AIFMD, it falls outside the current scope of the SDR. The Company will not, therefore, be able to apply the official Sustainability Focus label. However, in proposing to align its investment objective with the new requirements by including specific sustainability wording alongside its existing investment objective, the Company is seeking to be aligned with and satisfy the qualifying criteria to be equivalent to a Sustainability Focus-labelled fund under the SDR.

In the event the FCA extends the scope of the SDR to non-UK Funds marketed into the UK, the Company would apply for the "Sustainability Focus" label (including the logo) as soon as possible.

The Investment Manager believes the Company's operations and the disclosures it makes clearly meet the qualifying criteria for the Sustainability Focus label, and it does not foresee any impact on the Company's investment universe, risk profile or the way it manages its assets. The proposed changes and the equivalence assessments are simply formalising the Company's continued commitment to sustainability against what is deemed as the most relevant disclosure requirements.

The proposed new investment objective and policy (the "New Investment Objective and Policy") are set out, in full, in the Appendix to this document together with further details of the reporting and Key Performance Indicators ("KPIs") that the Company will adopt and track going forwards.

Therefore, given that: (i) the Company's investments are already and will continue to be sustainable for the environment; and (ii) the Company can track its sustainability progress over time and will report against measurable KPIs, the Board, together with the Investment Manager, believes that it is appropriate for the Company to propose the New Investment Objective and Policy with a view

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to enabling the Company to be viewed as equivalent to that of a Sustainability Focus fund under the FCA's new SDR.

Update to the definition of development-stage investments

The Company is currently permitted to invest, under its existing investment policy, in utility-scale solar power plants and battery storage assets in development provided a delivery plan is in place and it either has the necessary land rights or options to obtain such land rights are secured.

As the Company has progressed its development strategy, it has identified attractive opportunities which follow a different development process to those considered at the time the existing investment policy was adopted.

It is proposed therefore that the existing policy is updated to enable the Company to pursue development projects that will continue to have established reasonable viability of securing the necessary development rights but without being restricted to only those developments projects which have secured land rights (or the option to obtain land rights).

An example is UK transmission-connected solar generation, where it is typical for grid connection offers to be secured prior to the land rights in the development process. Although these projects are partially de-risked by the grid connection viability, they would not at the time of investment necessarily have any land rights in place and therefore wouldn't be a permitted investment under the Company's existing investment policy.

Resolution 12 therefore also seeks to update the definition of development-stage assets in the investment policy to enable the Company to target attractive development-stage investments in ground-based solar power farms and battery storage systems in its target markets. Development- stage assets would be classified as those which have not yet secured all necessary project rights for construction and operation but have a delivery plan in place having established reasonable viability to secure the necessary development rights.

To be clear, the allocation threshold of 5 per cent. of the gross asset value of the Company and subsidiaries ("GAV"), calculated at the time of investment, for development-stage assets will remain unchanged. This limit for development-stage assets is distinct and separate from the limit for construction-stage projects, which will continue to be 25 per cent. of GAV at the time of investment (which is also unchanged from the current position).

In light of the above, and the principle of targeting development projects which have a delivery plan in place and have established reasonable viability of securing the necessary development rights, this proposed change to the existing investment policy is essentially for flexibility to allow the

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Company to pursue further opportunities. It will not materially affect the Company's risk profile or impact the investment strategy.

The Listing Rules require any proposed material changes to the Company's published investment objective and policy to be submitted to the FCA for prior approval. The Company obtained FCA approval for the New Investment Objective and Policy on 10 May 2024. The Listing Rules also require Shareholder approval prior to any material changes being made to the Company's published investment policy, so, accordingly, Shareholder approval of the New Investment Objective and Policy is being sought at the AGM. The proposed New Investment Objective and Policy is set out, in full, in the Appendix to this document.

The Directors are unanimously recommending Shareholders vote in favour of the proposed changes to the Company's Investment Objective and Policy to enable the Company to be seen as being, as far as possible given its legal status as a Jersey-registeredclosed-ended investment company, equivalent to that of a Sustainability Focus fund under the FCA's new SDR regime and better positioned to capture the financial upside of development-stage assets for its Shareholders.

Special Resolutions

Resolution 13 - Directors' Authority to Allot on a Non-Preemptive Basis

Resolution 13 is intended to renew the Company's authority to allot ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), including the Ordinary Shares held in treasury, for cash on a non-pre-emptive basis. Accordingly, Resolution 13 authorises the Board to allot, on a non-pre-emptive basis, up to 60,995,872 Ordinary Shares, representing approximately 10 per cent. of the issued Ordinary Share capital of the Company as at the date of the Notice of AGM.

The Board believes that the passing of Resolution 13 is in Shareholders' best interests given that:

• this authority is intended to be used to fund specific investment opportunities sourced by the Company's Investment Manager, thereby mitigating the potential dilution of investment returns for existing Shareholders; and
• Ordinary Shares issued under this authority will only be issued at prices greater than the aggregate of the relevant prevailing net asset value per Ordinary Share and a premium to cover the commissions and expenses of the issue under the relevant placing and should therefore not be dilutive to the prevailing net asset value per existing Ordinary Share.

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The authority granted pursuant to Resolution 13 will expire on the earlier of the next Annual General Meeting of the Company or on the date falling 18 months from the date of the passing of the Resolution. The Board considers it important to have the flexibility to raise capital to enable the Company to respond to market developments and conditions.

As at 10 May 2024, the Company held 34,295,123 Ordinary Shares in treasury, representing 5.6 per cent. of the Company's issued Ordinary Share capital.

Resolutions 14 and 15 - Market Purchases of Own Shares

Resolution 14 seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed as a special resolution. If passed, the Resolution gives authority to the Company to purchase up to 86,291,973 of its Ordinary Shares, or, if less, 14.99 per cent. of the Company's issued Ordinary Share capital immediately prior to the passing of the Resolution (excluding treasury shares).

Resolution 14 specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under this authority. The authority will expire on the earlier of the next Annual General Meeting of the Company or on the date falling 18 months from the date of the passing of the Resolution.

Further, Resolution 15 will, if passed, authorise the Company to cancel or to hold any such Ordinary Shares it repurchases pursuant to Resolution 14 as treasury shares to be dealt with in accordance with the provisions of the Companies Law as the Board sees fit.

In normal market conditions, the Directors intend to favour dividend distributions ahead of Ordinary Share repurchases in the market. However, if the Ordinary Shares have traded at a significant discount to net asset value per Ordinary Share, the Board may seek to prioritise the use of net income after the payment of dividends on market repurchases. The Board has decided the Company should continue to repurchase Ordinary Shares, and such purchases will only be made through the market for cash at prices below the estimated prevailing net asset value per Ordinary Share when the Directors believe such purchases will result in an increase in the net asset value per Ordinary Share and when such purchases are in Shareholders' best interests by addressing an imbalance in the demand and supply of Ordinary Shares available in the market at a particular point in time.

In 2023, the Board allocated £40 million to a share buyback programme. By 31 December 2023, the Company had repurchased approximately £20 million of its Ordinary Shares, delivering 1.1 pence per share of net asset value accretion to Shareholders.

The Board currently intends to place any Ordinary Shares purchased into treasury under this authority.

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