FSG Foresight Group Holdings Limited

The Share Buyback will be financed through existing cash resources. 

The aggregate number of Ordinary Shares acquired by the Company pursuant to the Share Buyback shall not exceed the maximum number of Ordinary Shares which the Company is authorised to purchase pursuant to the General Authority.

In accordance with the General Authority, the maximum price paid per Ordinary Share acquired by the Company pursuant to the Share Buyback is to be no more than the higher of (i) 105% of the average middle market closing price of an Ordinary Share on the London Stock Exchange for the five business days preceding the date of purchase; and (ii) the higher of the price of the last independent trade of an Ordinary Share, and the highest independent bid for the Ordinary Shares as derived from the London Stock Exchange Trading System at the time of the purchase. Further, in accordance with the General Authority the minimum price payable per Ordinary Share acquired by the Company pursuant to the Share Buyback is £nil.

The Share Buyback will continue until the earlier of the expiration of the General Authority or until the number of Ordinary Shares equal to the maximum pecuniary amount have been purchased under the Share Buyback or the process is terminated.

The purchased Ordinary Shares will be held by the Group in treasury at the Group's discretion for later reissue or cancellation. Shares held in treasury are, subject to the Companies (Guernsey) Law, 2008, not entitled to distributions or dividends and the rights and obligations of such shares shall be suspended (including any voting rights at the Group's general meetings).

Shareholders approved a waiver of Rule 9 of the Takeover Code at the AGM. If the General Authority was exercised in full, as the concert party of Bernard Fairman, Gary Fraser and David Hughes are not participating, their aggregate shareholdings would increase from 34.4% to 37.7%.

Share repurchases will take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volume. There is no certainty that any buybacks will be completed. The Share Buyback may be paused at any time if deemed appropriate by Deutsche Numis with respect to the market conditions.

The Company confirms that it is not in a closed period and currently has no unpublished inside information.

The Share Buyback will operate in accordance with and under the terms of the relevant General Authority, and within the regulatory limit on the quantity of Ordinary Shares the Company may purchase on a single day. The Share Buyback will be conducted within the parameters of the Market Abuse Regulation 596/2014/EU and the delegated regulations made pursuant to it (as incorporated into English law by virtue of the European Union (Withdrawal) Act 2018 and as amended from time to time) ("MAR").

However, there will be circumstance where the Group conducts share repurchases such that they exceed 25 per cent of the average daily volume in Ordinary Shares for the 20 trading days prior to the share repurchase, accordingly, Foresight may not benefit from the exemption contained in Article 5(1) of MAR.

As at 6 December 2024, the Group's total issued share capital consisted of 116,347,803 Ordinary Shares, with one voting right per share and 1,248,641 shares held in treasury. Therefore, the total number of voting rights in the Group was 115,099,162.