AMENDED - Results of Annual General Meeting
All resolutions passed at AGM held 31 July 2026, including final dividend of 19 pence per share and Rule 9 waiver.
- Final dividend per ordinary share 19 pence
- Dividend payment date 2 October 2026
- Concert Party shareholding 35.4%
- Votes for accounts resolution 89,524,822 (prior 100%)
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The following amendment has been made to the 'Results of Annual General Meeting' announcement released on 03 August 2026 at 07:00am under RNS No 8598O.
Addition as follows:
Full details of each of the Concert Party's current shareholdings and their shareholdings if the authority granted under Resolution 16 was exercised in full are as follows:
TABLE ADDED
*** Assuming that: (i) none of the Concert Party has Shares bought back pursuant to authority set out in Resolution 16; (ii) no further Shares are issued; and (iii) the authority pursuant to Resolution 16 is exercised in full.
All other details remain unchanged.
The full amended text is shown below.
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 31st July 2026 and confirms that all resolutions were duly passed as set out below:
| Resolution | Votes For | % of votes cast | Votes Against | % of votes cast | Total votes cast | % TVR Voted* | Votes Withheld | |
|---|---|---|---|---|---|---|---|---|
| Ordinary Resolution | ||||||||
| 1 | To receive the accounts of the Company for the financial year ended 31 st March 2026 and the report of the Directors and auditors thereon. | 89,524,822 | 100 | 5 | 0 | 89,524,827 | 80.61 | 32,719 |
| 2 | That the Directors' Remuneration Report for the financial year ended 31 st March 2026 be approved. | 83,121,839 | 92.96 | 6,292,396 | 7.04 | 89,414,235 | 80.51 | 143,311 |
| 3 | That the final dividend recommended by the Directors of 19 pence per ordinary share for the financial year ended 31 st March 2026 be declared payable on 2 October 2026 to all members whose names appear on the Company's register of members at 6.00 p.m. on 18 September. | 89,554,884 | 100 | 5 | 0 | 89,554,889 | 80.64 | 2,657 |
| 4 | To re-appoint Bernard Fairman as a Director of the Company. | 86,586,330 | 96.7 | 2,952,888 | 3.3 | 89,539,218 | 80.62 | 18,328 |
| 5 | To re-appoint Gary Fraser as a Director of the Company. | 88,931,631 | 99.31 | 614,107 | 0.69 | 89,545,738 | 80.63 | 11,808 |
| 6 | To re-appoint Michael Liston, OBE, as a Director of the Company. | 75,832,335 | 84.81 | 13,585,603 | 15.19 | 89,417,938 | 80.52 | 139,608 |
| 7 | To re-appoint Alison Hutchinson, CBE, as a Director of the Company. | 87,499,178 | 97.71 | 2,048,761 | 2.29 | 89,547,939 | 80.63 | 9,607 |
| 8 | To appoint John Le Poidevin, as a Director of the Company. | 88,945,142 | 99.33 | 600,596 | 0.67 | 89,545,738 | 80.63 | 11,808 |
| 9 | To re-appoint BDO LLP of 55 Baker Street, London W1U 7EU, as the Company's auditors until the conclusion of the next general meeting of the Company at which accounts are laid. | 89,437,408 | 99.89 | 98,783 | 0.11 | 89,536,191 | 80.62 | 21,355 |
| 10 | That the Directors be authorised to agree the auditors' remuneration. | 89,440,672 | 99.88 | 107,012 | 0.12 | 89,547,684 | 80.63 | 9,862 |
| Special Resolutions | ||||||||
| 11 | Authority to allot shares. | 82772555 | 92.56 | 6,650,306 | 7.44 | 89,412,005 | 8052 | 134,685 |
| 12 | Disapplication of pre-emption rights. | 82,615,634 | 92.4 | 6,796,371 | 7.6 | 89,411,675 | 80.51 | 145,541 |
| 13 | Additional disapplication of pre-emption rights. | 82,579,454 | 92.36 | 6,832,221 | 7.64 | 89,540,474 | 80.51 | 145,871 |
| 14 | Authority to purchase own shares. | 88,165,070 | 98.46 | 1,375,404 | 1.54 | 89,524,827 | 80.63 | 17,072 |
| Ordinary Resolution (Independent votes only) | ||||||||
| 15 | That the waiver of Rule 9 be approved.** | 48183248 | 96.42 | 1786645 | 3.58 | 49969893 | 45 | 253,403 |
* percentage of the total votes cast vs the total voting rights attributable to the 111,056,461 ordinary voting shares of nil par value.
the shareholders of the Company as a whole; and
The votes of the independent shareholders in respect of resolutions 7 to 9 are as follows:
| Votes of the Independent Shareholders on the resolutions concerning the election of the Independent Non-Executive Directors | Votes For | % of votes cast | Votes Against | % of votes cast | Total votes cast | % TVR Voted* | Votes Withheld | |
|---|---|---|---|---|---|---|---|---|
| Ordinary Resolution | ||||||||
| 6 | To re-appoint Michael Liston as a Director of the Company. | 36,498,085 | 72.87 | 13,585,603 | 27.13 | 50,083,688 | 45.1 | 139,608 |
| 7 | To re-appoint Alison Hutchinson as a Director of the Company. | 48,164,928 | 95.92 | 2,048,761 | 4.08 | 50,213,689 | 45.21 | 9,607 |
| 8 | To appoint John Le Poidevin as a Director of the Company. | 49,610,892 | 98.8 | 600,596 | 1.2 | 50,211,488 | 45.21 | 11,808 |
* percentage of the total votes cast vs the total voting rights attributable to the 111,056,461 ordinary voting shares of nil par value.
Full details of each of the Concert Party's current shareholdings and their shareholdings if the authority granted under Resolution 16 was exercised in full are as follows:
| Member of Concert Party | Role | Number of Shares | Percentage of issued ordinary share capital (as at 29 July 2026) | Percentage of issued ordinary share capital following the exercise of Resolution 16*** |
|---|---|---|---|---|
| Bernard Fairman (through Beau Port Investments Limited) | Executive Chairman | 31,725,000 | 29.5 | 32.8 |
| Gary Fraser (and his wife, Susan Fraser) | Chief Executive Officer | 4,513,000 | 4.1 | 4.5 |
| David Hughes | Chief Investment Officer | 2,096,250 | 1.9 | 2.1 |
| Total: | 39,334,250 | 35.4 | 39.4 |
*** Assuming that: (i) none of the Concert Party has Shares bought back pursuant to authority set out in Resolution 16; (ii) no further Shares are issued; and (iii) the authority pursuant to Resolution 16 is exercised in full.
The Board is pleased that all resolutions were duly passed but notes the proportion of independent votes cast against Resolution 6 by the independent shareholders was over 20%. The Board considers that the views of all the Company's shareholders is extremely important, and it will seek to engage with them in regard to that Resolution to better understand the reasons behind their dissent. An update will be published on that engagement within six months.
Notes
The total number of shares on the register at the close of business on 29th July 2026, being those eligible to be voted on at the AGM, was 116,347,803, of which 5,291,342 are held as non-voting treasury shares. A copy of the resolutions can be found in the Notice of Meeting available at:
This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. Copies of the Special Resolutions approved by shareholders will be submitted as soon as practicable to the UK Listing Authority and will shortly be available for inspection via the National Storage Mechanism:
The results will also be made available on the Company's website:
About Foresight Group Holdings Ltd.
Visit https://foresight.group for more information.
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